Stride, Inc. - Quarter Report: 2014 September (Form 10-Q)

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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 September 30, 2014

 

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 Act).  Yes o  No x

 

As of October 21, 2014 the Registrant had 38,289,434 shares of common stock, $0.0001 par value per share outstanding.

 

 

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K12 Inc.

Form 10-Q

For the Quarterly Period Ended September 30, 2014

Index

 

		Page
		Number
PART I.	Financial Information
Item 1.	Financial Statements (Unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30
PART II.	Other Information
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	33
Item 2.	Issuer Purchases of Equity Securities	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34
Signatures

 

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PART I — FINANCIAL INFORMATION

 

Item 1.  Financial Statements (Unaudited).

K12 INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

		September 30,			June 30,
		2014			2014
		(In thousands, except share and per share data)
ASSETS
Current assets
Cash and cash equivalents		$	109,196		$	196,109
Accounts receivable, net of allowance of $3,741 and $3,460 at September 30, 2014 and June 30, 2014, respectively		285,038			194,676
Inventories, net		17,967			33,830
Current portion of deferred tax asset		2,231			7,732
Prepaid expenses		22,909			7,356
Other current assets		31,603			25,498
Total current assets		468,944			465,201
Property and equipment, net		52,084			48,581
Capitalized software, net		53,964			49,920
Capitalized curriculum development costs, net		60,189			60,782
Intangible assets, net		23,098			23,708
Goodwill		67,270			58,088
Deposits and other assets		5,668			5,387
Total assets		$	731,217		$	711,667
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
Current liabilities
Current portion of capital lease obligations		$	19,642		$	20,492
Accounts payable		41,641			30,976
Accrued liabilities		10,642			20,539
Accrued compensation and benefits		12,470			17,400
Deferred revenue		72,882			24,353
Total current liabilities		157,277			113,760
Capital lease obligations, net of current portion		15,664			16,447
Deferred rent, net of current portion		8,421			8,488
Deferred tax liability		24,489			22,478
Other long-term liabilities		7,387			4,763
Total liabilities		213,238			165,936
Commitments and contingencies		—			—
Redeemable noncontrolling interest		19,801			16,801
Equity:
K12 Inc. stockholders’ equity
Common stock, par value $0.0001; 100,000,000 shares authorized; 41,812,509 and 41,144,062 shares issued and 38,309,911 and 38,948,866 shares outstanding at September 30, 2014 and June 30, 2014, respectively		4			4
Additional paid-in capital		642,058			639,036
Accumulated other comprehensive loss		(658		)	(112		)
Accumulated deficit		(68,226		)	(61,450		)
Treasury stock of 3,502,598 and 2,195,196 shares at cost at September 30, 2014 and June 30, 2014, respectively		(75,000		)	(48,548		)
Total K12 Inc. stockholders’ equity		498,178			528,930
Total liabilities, redeemable noncontrolling interest and equity		$	731,217		$	711,667

 

See accompanying summary of accounting policies and notes to unaudited condensed consolidated financial statements.

 

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K12 INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

		Three Months Ended September 30,
		2014			2013
		(In thousands, except share and per  share data)
Revenues		$	236,712		$	228,366
Cost and expenses
Instructional costs and services		146,842			132,902
Selling, administrative, and other operating expenses		99,546			98,244
Product development expenses		3,482			5,684
Total costs and expenses		249,870			236,830
Loss from operations		(13,158		)	(8,464		)
Interest income (expense), net		31			(84		)
Loss before income tax benefit and noncontrolling interest		(13,127		)	(8,548		)
Income tax benefit		6,538			3,450
Net loss		(6,589		)	(5,098		)
Adjust net (income) loss attributable to noncontrolling interest		(187		)	58
Net loss attributable to common stockholders, including Series A stockholders		$	(6,776	)	$	(5,040	)
Net loss attributable to common stockholders per share, excluding Series A stockholders through the conversion date September 3, 2013:
Basic and Diluted		$	(0.18	)	$	(0.13	)
Weighted average shares used in computing per share amounts:
Basic and Diluted		37,695,681			37,868,928

 

See accompanying summary of accounting policies and notes to unaudited condensed consolidated financial statements.

 

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K12 INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

 

		Three Months Ended September 30,
		2014			2013
		(In thousands)
Net loss		$	(6,589	)	$	(5,098	)
Other comprehensive income (loss), net of tax
Foreign currency translation adjustment		(546		)	105
Total other comprehensive loss, net of tax		(7,135		)	(4,993		)
Comprehensive (income) loss attributable to noncontrolling interest		(187		)	58
Comprehensive loss attributable to common stockholders, including Series A stockholders		$	(7,322	)	$	(4,935	)

 

See accompanying summary of accounting policies and notes to unaudited condensed consolidated financial statements.

 

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K12 INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF EQUITY (DEFICIT)

 

		K12 Inc Stockholders
(In thousands, except share and		Common Stock					Additional Paid-in			Other Accumulated Comprehensive			Accumulated			Treasury Stock
per share data)		Shares		Amount			Capital			Loss			Deficit			Shares		Amount			Total
Balance, June 30, 2014		41,144,062		$	4		$	639,036		$	(112	)	$	(61,450	)	(2,195,196	)	$	(48,548	)	$	528,930
Net loss (1)		—		—			—			—			(6,776		)	—		—			(6,776		)
Foreign currency translation adjustment		—		—			—			(546		)	—			—		—			(546		)
Purchase of treasury stock		—		—			—			—			—			(1,307,402	)	(26,452		)	(26,452		)
Stock-based compensation expense		—		—			4,173			—			—			—		—			4,173
Exercise of stock options		63,214		—			161			—			—			—		—			161
Excess tax expense from stock-based compensation		—		—			(387		)	—			—			—		—			(387		)
Issuance of restricted stock awards		670,775		—			—			—			—			—		—			—
Forfeiture of restricted stock awards		(7,715	)	—			—			—			—			—		—			—
Accretion of redeemable noncontrolling interests to estimated redemption value		—		—			187			—			—			—		—			187
Retirement of restricted stock for tax withholding		(57,827	)	—			(1,112		)	—			—			—		—			(1,112		)
Balance, September 30, 2014		41,812,509		$	4		$	642,058		$	(658	)	$	(68,226	)	(3,502,598	)	$	(75,000	)	$	498,178

 

(1)                   Net loss attributable to noncontrolling interests excludes $(0.2) 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 summary of accounting policies and notes to unaudited condensed consolidated financial statements.

 

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K12 INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

		Three Months Ended September 30,
		2014			2013
		(In thousands)
Cash flows from operating activities
Net loss		$	(6,589	)	$	(5,098	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		16,880			16,950
Stock-based compensation expense		4,173			3,680
Excess tax expense (benefit) from stock-based compensation		387			(385		)
Deferred income taxes		7,512			(3,450		)
Provision for doubtful accounts		283			302
Provision for excess and obsolete inventory		177			8
Provision (benefit) for student computer shrinkage and obsolescence		11			(260		)
Changes in assets and liabilities:
Accounts receivable		(90,552		)	(85,659		)
Inventories		15,686			16,374
Prepaid expenses		(15,553		)	(861		)
Other current assets		(6,105		)	(8,524		)
Deposits and other assets		(228		)	(220		)
Accounts payable		10,630			28,773
Accrued liabilities		(10,281		)	(1,353		)
Accrued compensation and benefits		(4,930		)	(9,907		)
Deferred revenue		48,835			45,542
Deferred rent and other liabilities		2,648			175
Net cash used in operating activities		(27,016		)	(3,913		)
Cash flows from investing activities
Purchase of property and equipment		(6,333		)	(4,274		)
Capitalized software development costs		(8,886		)	(5,006		)
Capitalized curriculum development costs		(3,375		)	(3,322		)
Investment in LearnBop Inc.		(6,512		)	—
Mortgage note to managed school partner		—			(2,100		)
Net cash used in investing activities		(25,106		)	(14,702		)
Cash flows from financing activities
Repayments on capital lease obligations		(5,899		)	(5,556		)
Purchase of treasury stock		(26,452		)	—
Repayments on note payable		—			(390		)
Proceeds from exercise of stock options		161			7,106
Excess tax (expense) benefit from stock-based compensation		(387		)	385
Repurchase of restricted stock for income tax withholding		(1,112		)	(1,508		)
Net cash (used in) provided by financing activities		(33,689		)	37
Effect of foreign exchange rate changes on cash and cash equivalents		(1,102		)	572
Net change in cash and cash equivalents		(86,913		)	(18,006		)
Cash and cash equivalents, beginning of period		196,109			181,480
Cash and cash equivalents, end of period		$	109,196		$	163,474

 

See accompanying summary of accounting policies and notes to unaudited condensed consolidated financial statements.

 

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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. Our learning systems combine 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 and 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 operates Public School Programs in 34 states and the District of Columbia. In June 2014, we completed a sale of certain businesses, including the International School of Berne. The other businesses divested consisted of our interest in an existing Middle East joint venture and our post-secondary business.

 

The Company also works closely as partners with a growing number of public schools, school districts, private schools and 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 September 30, 2014, the condensed consolidated statements of operations and comprehensive loss for the three months ended September 30, 2014 and 2013, the condensed consolidated statements of cash flows for the three months ended September 30, 2014 and 2013, and the condensed consolidated statement of equity (deficit) for the three months ended September 30, 2014 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 for the three months ended September 30, 2014 are not necessarily indicative of the results to be expected for the year ending June 30, 2015 or for any other interim period or for any other future fiscal year. The condensed consolidated balance sheet as of June 30, 2014 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, the Company does 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 latest annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on August 15, 2014, which contains the Company’s audited financial statements for the fiscal year ended June 30, 2014.

 

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 only on consolidated results.

 

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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 most contracts, the Company manages virtual and blended public schools, including monitoring academic achievement, teacher hiring and training, 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. As a result of being the primary obligor, amounts recorded as revenues and school operating expenses for the three months ended September 30, 2014 and 2013 were $68.7 million and $52.2 million, respectively. 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 of a 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; 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.

 

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. Revenue from certain managed schools is recognized ratably over the period services are performed.

 

To determine the pro rata amount of revenues to recognize in a fiscal quarter, we estimate the total funds each school will receive in a particular school year. Total funds for a school are primarily a function of the number of students enrolled in the school and established per enrollment funding levels which are generally published on an annual basis by the state or school district. We review our estimates of funding periodically, and revise as necessary, amortizing any adjustments to earned revenues over the remaining portion of the fiscal year. Actual school funding may vary from these estimates and the impact of these differences could impact our results of operations. Since the end of the school year coincides with the end of our fiscal year, we are generally able to base our annual revenues on actual school funding. Our schools reported results are subject to annual school district financial audits, which incorporate enrollment counts, funding and other routine financial audit considerations. The results of these audits are incorporated into our monthly funding estimates and for the reported quarters ended September 30, 2014 and 2013.

 

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 in a given school year. 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. To the extent a school does not receive funding for each student enrolled in the school, the school would still incur costs associated with serving the unfunded enrollment. If losses due to unfunded enrollments result in a net operating loss for the year that loss is reflected as reduction in the revenue and net receivables that we collect from the school. A school net operating loss in one year does not necessarily mean the Company

 

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anticipates losing money on the entire contract with the school. However, a school operating loss may reduce the Company’s ability to collect its management 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 revenues based upon the percentage of actual revenues in the period to total estimated revenues for the fiscal year.

 

For turnkey revenue service contracts, a school operating loss may reduce our ability to collect our management fees in full though as noted it does not necessarily mean that we incur a loss during the period with respect to our services to that school. We recognize revenue, net of our estimated portion of school operating losses, to reflect the expected cash collections from such schools. Revenue is recognized based on our performance of services under the contract, which we believe is proportionate to our incurrence of costs. We incur costs directly related to the delivery of services. Most of these costs are recognized throughout the year; however, certain costs related to upfront delivery of printed materials, workbooks, laboratory materials and other items are provided at the beginning of the school year and are recognized as expense when shipped.

 

Each state or school district has variations in the school funding formulas and methodologies that we use to estimate funding for revenue recognition at our respective schools. As we build the funding estimates for each school, we are mindful of the state definition for count dates on which reported enrollment numbers will be used for per pupil funding. The parameters we consider in estimating funding for revenue recognition purposes include school district count definitions, withdrawal rates, average daily attendance, special needs enrollment, student demographics, academic progress and historical completion, student location, funding caps and other state specified categorical program funding. The estimates we make each period on a school-by-school basis consider the latest information available to us and consider material relevant information at the time of the estimate.

 

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 our fiscal year, annual revenues are generally based on actual school revenues and actual costs incurred (including costs for our services to the schools plus other costs the schools may incur) in the calculation of school operating losses. For the quarters ended September 30, 2014 and 2013, the Company’s revenue included a reduction for these school operating losses of $17.6 million and $13.8 million, respectively.

 

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 the 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 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 one to two years 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 September 30, 2014 and 2013, the Company had a contract with the Agora Cyber Charter School (“Agora”) that represented approximately 12% of revenues (see Note 14). The percentage of revenues for Agora is not indicative of the percentage of revenues for the full year. Approximately 9% of accounts receivable was attributable to a contract with Agora as of September 30, 2014 and June 30, 2014, respectively.

 

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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 $7.0 million and $9.1 million at September 30, 2014 and June 30, 2014, 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 and equipment 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. Depreciation expense for the three months ended September 30, 2014 and 2013 was $7.4 million and $8.5 million, respectively.

 

Property and equipment are depreciated over the following useful lives:

 

		Useful Life
Student computers and tablets		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 $8.9 million and $5.0 million for the three months ended September 30, 2014 and 2013, respectively. Amortization expense for the three months ended September 30, 2014 and 2013 was $4.8 million and $3.7 million, respectively.

 

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Capitalized Curriculum Development Costs

 

The Company internally develops 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 application 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 $3.4 million and $3.3 million for the three months ended September 30, 2014 and 2013, respectively. These amounts are recorded on the accompanying condensed consolidated balance sheets 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 September 30, 2014 and 2013 was $4.0 million and $3.9 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 had 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 had no voting rights. These shares were converted into common stock on September 3, 2013 and no Series A Special stock remains outstanding as of September 30, 2014 and 2013.

 

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 loss attributable to noncontrolling interest reflects only its 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 interests within the equity section of the condensed consolidated balance sheet, except for redeemable noncontrolling interests. Noncontrolling interest was classified separately in the Company’s condensed consolidated statements of stockholders’ equity. However, these businesses were deconsolidated during fiscal year 2014.

 

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 are 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.

 

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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, acquired customers and non-compete agreements. Such intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense for the three months ended September 30, 2014 and 2013 was $0.6 million and $0.8 million, respectively. Future amortization of intangible assets is $2.0 million, $2.5 million, $1.9 million, $1.9 million and $1.9 million in the fiscal years ending June 30, 2015 through June 30, 2019, respectively, and $12.9 million thereafter. As of September 30, 2014 and June 30, 2014, goodwill balances were $67.3 million and $58.1 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 two-step 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. ASC 350 also allows preparers to qualitatively assess goodwill impairment through a screening process which would permit companies to forgo Step 1 of their annual goodwill impairment process. This qualitative screening process will hereinafter be referred to as “Step 0”. 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.

 

On July 31, 2014, the Company acquired a majority interest in LearnBop Inc. (“LearnBop”), for $6.5 million in cash in return for a 51% interest in LearnBop (see Note 11). The purchase price allocation for the acquisition is preliminary; however, the Company doesn’t expect the impact of the final purchase price allocation of LearnBop Inc. to be significant.

 

The following table represents goodwill movements during the fiscal quarter ended September 30, 2014:

 

Rollforward of Goodwill		Amount
		($ in millions)
Balance as of June 30, 2014		$	58.1
Acquisition of LearnBop, Inc.		9.0
Adjustments due to foreign exchange translations		0.2
Balance as of September 30, 2014		$	67.3

 

The following table represents the balance of intangible assets as of September 30, 2014 and June 30, 2014:

 

Intangible Assets:

 

		September 30, 2014									June 30, 2014
($ in millions)		Gross Carrying Amount			Accumulated Amortization			Net Carrying Value			Gross Carrying Amount			Accumulated Amortization			Net Carrying Value
Trade names		$	17.5		$	(4.7	)	$	12.8		$	17.5		$	(4.6	)	$	12.9
Customer and distributor relationships		18.2			(8.2		)	10.0			18.2			(7.7		)	10.5
Developed technology		1.2			(1.2		)	—			1.2			(1.2		)	—
Other		0.5			(0.2		)	0.3			0.5			(0.2		)	0.3
		$	37.4		$	(14.3	)	$	23.1		$	37.4		$	(13.7	)	$	23.7

 

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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, Property, Plant and Equipment, we review our recorded long-lived assets for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. We determine the extent to which an asset may be impaired based upon our expectation of the asset’s future usability as well as on a reasonable assurance that the future cash flows associated with the asset will be in excess of its carrying amount. 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 such impairment charge for the three months ended September 30, 2014 and 2013.

 

Fair Value Measurements

 

ASC 820, Fair Value Measurements and Disclosures, 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 instruments valuation.

 

The carrying values reflected in the accompanying condensed consolidated balance sheets for cash and cash equivalents, receivables and short and long term 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 (“MIL”) and the Company’s acquisition of LearnBop, Inc. 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). As part of the acquisition agreement, LearnBop, Inc, has an irrevocable election to sell all (but not less than all) of its ownership interest to the Company (put right). The fair value of the redeemable noncontrolling interests reflects management’s best estimate of the redemption value of the put rights.

 

The following table summarizes certain fair value information at September 30, 2014 for assets and liabilities measured at fair value on a recurring basis:

 

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		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		$	16,801		$	—		$	—		$	16,801
Redeemable Noncontrolling Interest in LearnBop, Inc.		$	3,000		$	—		$	—		$	3,000
Total		$	19,801		$	—		$	—		$	19,801

 

The following table summarizes certain fair value information at June 30, 2014 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		$	16,801		$	—		$	—		$	16,801
Total		$	16,801		$	—		$	—		$	16,801

 

The following table summarizes the activity during the three months ended September 30, 2014 for assets and liabilities measured at fair value on a recurring basis:

 

		Three Months Ended September 30, 2014
					Purchases,						Fair Value
		Fair Value			Issuances,			Unrealized			September 30,
Description		June 30, 2014			and Settlements			Gains/(Losses)			2014
		(In thousands)
Redeemable Noncontrolling Interest in Middlebury Joint Venture		$	16,801		$	—		$	—		$	16,801
Redeemable Noncontrolling Interest in LearnBop, Inc.		—			3,000			—			3,000
Total		$	16,801		$	3,000		$	—		$	19,801

 

The fair values of the redeemable noncontrolling interests in Middlebury Joint Venture and LearnBop, Inc. were measured in accordance with ASC 480, Distinguishing Liabilities from Equity. The fair value of the Middlebury Joint Venture was based upon a valuation from a third-party valuation firm as of June 30, 2014. As of September 30, 2014, the Company performed an internal analysis and determined there was no underlying change in the estimated fair market value for both Middlebury and LearnBop, Inc. This analysis incorporated a number of assumptions and estimates including the financial results of Middlebury and LearnBop, Inc. to date.

 

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Net Loss Per Common Share

 

The Company calculates net income (loss) per share in accordance with ASC 260, Earnings Per Share. Under ASC 260, basic net income (loss) per common share is calculated by dividing net income (loss) 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 net income per share (“EPS”) reflect 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 stock awards are not included in the computation of diluted net income (loss) per share when they are antidilutive. Common stock outstanding reflected in the Company’s condensed consolidated balance sheets include restricted stock awards outstanding. Securities that may participate in undistributed net income with common stock are considered participating securities.

 

		Three Months Ended September 30,
Basic and dilutive loss per share computation:		2014			2013
		(In thousands except shares and
		per share data)
Net loss attributable to common stockholders, including Series A stockholders		$	(6,776	)	$	(5,040	)
Weighted average common shares — basic and diluted		37,695,681			37,868,928
Basic and diluted net loss per share		$	(0.18	)	$	(0.13	)

 

The basic and diluted weighted average common shares were the same for the three months ended September 30, 2014 and 2013, as the inclusion of dilutive securities would have been anti-dilutive. These dilutive shares totaled 329,979 and 318,927 as of September 30, 2014 and 2013, respectively. At September 30, 2014, we had 41,812,509 shares issued and 38,309,911 outstanding.

 

Recent Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes most existing revenue recognition guidance under US GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and has not yet determined the method by which we will adopt the standard in 2017.

 

4.  Income Taxes

 

The benefit (expense) for income taxes is based on income (loss) 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 September 30, 2014 and 2013, the Company’s effective income tax rate was a 49.8% benefit and 40.4% benefit, respectively. The effective income tax rate differs from the statutory federal

 

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income tax rate primarily due to the effects of foreign operations, state taxes, non-controlling interests, prior year favorable adjustments related to tax elections on the sale of certain businesses in June 2014 and current year permanent differences between book and tax treatment.

 

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 borrowing limits. The Company had annual borrowing availability under the lease line of credit of $35.0 million as of September 30, 2014 and June 30, 2014, respectively. As of September 30, 2014 and June 30, 2014, the aggregate outstanding balance under the lease line of credit, including balances from prior years, was $35.3 million and $36.9 million, respectively, with lease interest rates ranging from 2.52% to 3.08%. 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 was subject to cross default compliance provisions in the Company’s line of credit agreement with PNC Bank, N.A. (see Note 6). The net carrying value of leased student computers as of September 30, 2014 and June 30, 2014 was $26.3 million and $20.9 million, respectively.

 

In July 2014, the Company extended its leasing agreement with an annual borrowing limit of $35 million for fiscal year 2015. This availability expires in July 2015 and interest rates on the new borrowings are based upon an initial rate of 2.34% modified by changes in the three year interest rate swaps rate as published in the Federal Reserve Statistical Release H.15, “Selected Interest Rates,” between June 25, 2014 and the Lease Commencement Date, as defined in the lease line of credit.

 

The following is a summary as of September 30, 2014 of the present value of the net minimum payments due on outstanding capital leases under the Company’s commitments:

 

		Capital
June 30,		Leases
		($ in thousands)
2015		$	15,895
2016		13,499
2017		6,159
2018		805
Total minimum payments		36,358
Less amount representing interest (imputed weighted average capital lease interest rate of 2.83%)		(1,052		)
Net minimum payments		35,306
Less current portion		(19,642		)
Present value of minimum payments, less current portion		$	15,664

 

6.  Line of Credit

 

We had a $35 million unsecured line of credit that expired on December 31, 2013 with PNC Bank, N.A. which was available for general corporate operating purposes. On January 31, 2014, we executed a $100 million unsecured line of credit with Bank of America, N.A. to be used for general corporate operating purposes. The line has a five year term and bears interest at the higher of the banks’ Prime Rate, the Federal Funds Rate plus 0.50% or the LIBOR Rate plus 1.00%; plus the applicable rate. The Credit Agreement includes a $10 million letter of credit facility. Issuance of letters of credit reduces the availability of permitted borrowings under the Credit Agreement. The Company had no amounts outstanding on the line of credit and $0.2 million outstanding on the letter of credit facilities as of September 30, 2014 and June 30, 2014.

 

The Credit Agreement contains a number of financial and other covenants that, among other things; restrict our and our subsidiaries’ ability to incur additional indebtedness, grant liens or other security interests,

 

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make certain investments, make specified restricted payments including dividends, dispose of assets or stock including the stock of our subsidiaries, make capital expenditures above specified limits and engage in other matters customarily restricted in senior credit facilities. The agreement incorporates customary financial and other covenants, including but not limited to maximum debt leverage and minimum fixed charge coverage ratios. As of September 30, 2014 and June 30, 2014, we were in compliance with these covenants.

 

7.  Equity Transactions

 

Stock Options

 

Stock option activity during the three months ended September 30, 2014 was as follows:

 

							Weighted-
				Weighted-			Average
				Average			Remaining		Aggregate
				Exercise			Contractual		Intrinsic
		Shares		Price			Life (Years)		Value
Outstanding, June 30, 2014		2,578,401		$	21.44		4.57		$	42,754
Granted		247,485		18.62
Exercised		(63,214	)	18.94
Forfeited or canceled		(60,376	)	27.37
Outstanding, September 30, 2014		2,702,296		$	21.11		4.93		$	964
Stock options exercisable at September 30, 2014		1,797,868		$	20.46		3.78		$	964

 

The aggregate intrinsic value of options exercised during the three months ended September 30, 2014 was $0.3 million. The weighted-average grant date fair value of options granted during the three months ended September 30, 2014 was $8.27.

 

As of September 30, 2014, there was $7.5 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 2.6 years. During the three months ended September 30, 2014 and 2013, the Company recognized $1.1 million of stock-based compensation expense related to stock options.

 

Restricted Stock Awards

 

Restricted stock award activity during the three months ended September 30, 2014 was as follows:

 

				Weighted-
				Average
		Shares		Fair Value
Outstanding, June 30, 2014		979,595		$	22.97
Granted		670,775		18.68
Vested		(151,089	)	27.39
Forfeited or canceled		(7,715	)	26.49
Outstanding, September 30, 2014		1,491,566		$	23.70

 

As of September 30, 2014, there was $26.4 million of total unrecognized compensation expense related to unvested restricted stock awards granted. The cost is expected to be recognized over a weighted average period of 2.2 years. The total fair value of shares vested during the three months ended September 30, 2014 was $4.1 million. During the three months ended September 30, 2014 and 2013, the Company recognized $3.1 million and $2.6 million, respectively, of stock-based compensation expense related to restricted stock awards.

 

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8.  Related Party Transactions

 

For the periods ended September 30, 2014 and 2013, the Company purchased services and assets in the amount of zero and $0.03 million, respectively, from Knowledge Universe Technologies (“KUT”) pursuant to a Transition Services Agreement related to the Company’s acquisition of KCDL, as well as other administrative services. KUT is an affiliate of Learning Group, LLC, which was a related party until September 4, 2013.

 

During the three months ended September 30, 2013, in accordance with the original terms of the joint venture agreement, the Company loaned $1.0 million to its 60% owned joint venture, MIL. At September 30, 2014 and June 30, 2014, the loan totaled $4.0 million and was repayable under terms and conditions specified in the loan agreement. The loan balance and related interest are eliminated since MIL is consolidated in the Company’s financial statements; however, repayment of the loan is dependent on the continued liquidity of MIL.

 

On September 11, 2013, the Company issued a mortgage note (“Mortgage”) lending $2.1 million to a managed school partner. The note bears interest at a fixed rate of 5.25% per year and has a term of five years. Monthly principal and interest payments began in October 2013 with a final balloon payment of $1.8 million at the term of the loan. The Mortgage is primarily secured by the underlying security.

 

9.  Commitments and Contingencies

 

Litigation

 

In the ordinary conduct of business, the Company is subject to lawsuits, arbitrations and administrative proceedings from time to time. The Company expenses legal costs as incurred.

 

IpLearn

 

On October 26, 2011, IpLearn, LLC (“IpLearn”) filed a complaint for patent infringement against us in the United States District Court for the District of Delaware, IpLearn, LLC v. K12 Inc., Case No. 1:11-1026-RGA, which it subsequently amended on November 18, 2011. IpLearn is a privately-held technology development and licensing company for web and computer-based learning technologies. In its complaint, IpLearn alleges that we have infringed three of its patents for various computer-aided learning methods and systems and it is primarily seeking an injunction enjoining us from any continued infringement as well as an award of unspecified monetary damages. On July 2, 2012, the court granted our motion to dismiss IpLearn’s allegations of indirect patent infringement and allowed IpLearn’s allegations of direct patent infringement to proceed. On January 15, 2013, the court approved a stay of IpLearn’s claims alleging infringement of one of the three patents in the case involving technology licensed to us by a third party and on June 12, 2014, the court approved a stipulation by IpLearn that K12’s technology does not infringe the second of the three patents. The Company filed its motion for summary judgment regarding the remaining allegation of infringement on June 25, 2014 and oral argument on this motion was heard on October 28, 2014. At September 30, 2014, the Company had not recorded a liability as it was neither probable nor estimable.

 

Oklahoma Firefighters Complaint

 

On January 30, 2014, a securities class-action lawsuit captioned Oklahoma Firefighters Pension & Retirement System v. K12 Inc., et al., was filed against the Company, four of its officers and directors, and a former officer, in the United States District Court for the Eastern District of Virginia, In re K12 Inc. Securities Litigation, Case No. 1:14-CV-108-AJT-JFA. On June 24, 2014 the Court appointed the Oklahoma Firefighters Pension and Retirement System as lead plaintiff, and on May 23, 2014 the lead plaintiff filed an amended class action complaint (“Amended Complaint”). The plaintiff purports to represent a class of persons who purchased or otherwise acquired K12 common stock between February 5, 2013 and October 8, 2013, inclusive, and alleges violations by the defendants of Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5 promulgated thereunder. The Amended Complaint alleges, among other things, that the defendants made false or misleading statements of material fact, or failed to disclose material facts, about (i) the Company’s enrollment and revenue growth prospects for fiscal 2014, and (ii) the Company’s compliance with state regulations governing enrollment. The plaintiff seeks unspecified monetary damages and other relief. The Company intends to defend vigorously against the claims asserted in the Amended Complaint and filed a motion to dismiss the Amended Complaint on June 20, 2014. The

 

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parties have fully briefed the motion to dismiss and on August 8, 2014 the Court heard oral arguments on the motion. At September 30, 2014, the Company had not recorded a liability as it was neither probable nor estimable.

 

10.  Investments

 

Investment in Web International Education Group, Ltd.

 

In January 2011, the Company invested $10.0 million to obtain a 20% minority interest in Web International Group, Ltd. (“Web”), a provider of English language learning centers in cities throughout China. From January 2011 through May 2013, the Company recorded its investment in Web as an available for sale debt security because of the ability to put the investment to other Web shareholders in return for the original $10.0 million investment plus interest. The Company’s option to purchase no less than 51% of Web expired on March 31, 2013 and on May 6, 2013, the Company exercised its right to put its investment back to Web for return of its original $10.0 million investment plus interest of 8%, which Web was contractually required to be paid by May 31, 2014, as amended. The Company reclassified this $10.0 million investment plus accrued interest of $3.1 million to a receivable, which is included in other current assets. The receivable is due and continues to accrue interest while Web works to administratively process the payment. During the three months ended September 30, 2014 and 2013, the Company recorded interest income of $0.3 million and $0.2 million, respectively, associated with Web.

 

Investment in School Mortgage

 

On September 11, 2013, the Company issued a mortgage note (“Mortgage”) lending $2.1 million to a managed school partner. The note bears interest at a fixed rate of 5.25% per year and has a term of five years. Monthly principal and interest payments will be made beginning October 2013 with a final balloon payment of $1.8 million at the term of the loan. The Mortgage is primarily secured by the underlying property.

 

The Mortgage and ancillary documents include customary affirmative and financial covenants for secured transactions of this type. The Company has recorded this as a held to maturity investment and the current amounts are included in other current assets while the non-current amounts are included in deposits and other assets on the condensed consolidated balance sheets.

 

11.  Redeemable Noncontrolling Interest

 

Investment in LearnBop Inc.

 

On July 31, 2014, the Company acquired a majority interest in LearnBop Inc. (“LearnBop”), for $6.5 million in cash in return for a 51% interest in LearnBop. The purpose of the acquisition is to complement our K-12 math curriculum as LearnBop has developed an adaptive math curriculum learning software. As part of this transaction, the non-controlling interest shareholders have a non-transferable put option, which is exercisable between July 31, 2018 and December 31, 2018 for the remaining minority interest. The price of the put option will be determined based on the trailing twelve month revenue and contribution margin as defined in the Stockholders’ Agreement between the Company and LearnBop. Additionally, the Company has a non-transferable call option for the remaining minority interest at a price of $3.0 million, which becomes exercisable January 1, 2019 or thereafter. Acquisition costs incurred by the Company related to this transaction included in selling, administrative and other operating expenses were $0.1 million.

 

The purchase price of $6.5 million was preliminarily allocated to the underlying assets and liabilities based on their estimated fair value at the date of acquisition. We are still evaluating the fair value of assets acquired and liabilities assumed, and we expect to finalize these amounts in a subsequent period. We preliminarily recorded goodwill of $9.0 million, which will be non-deductible for tax purposes. Recognition of goodwill is largely attributed to the value paid for LearnBop’s capabilities in providing adaptive learning software for math curriculum to K-12 students. The other intangible assets are largely attributed to the developed technology and curriculum of LearnBop valued at $0.03 million. The weighted average amortization period for the intangible assets is 3.0 years. We have not disclosed current period or pro-forma revenue and earnings attributable to LearnBop as they are immaterial.

 

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The following table represents the preliminary purchase price allocation for LearnBop in millions:

 

As of July 31, 2014		Amount
Current assets		$	0.2
Property and equipment, net		0.4
Goodwill		9.0
Current liabilities		(0.1		)
Redeemable noncontrolling interest		(3.0		)
Fair value of total consideration transferred		$	6.5

 

Middlebury College Joint Venture

 

In April 2010, a subsidiary of the Company entered into an agreement to establish a venture with Middlebury College (Middlebury) to form a new entity named Middlebury Interactive Languages LLC (MIL) effective May 2010. The Company’s investment into this venture consisted of $4.0 million in cash and contributed assets, including substantially all of its foreign languages subsidiary, in return for a 60% ownership interest. Middlebury’s investment in the venture consisted of $4.0 million in cash, $0.6 million in assumed liabilities and contributed assets, including a license to use its trademark and a foreign language instruction summer camps business, in return for a 40% ownership interest. The purpose of the venture is to create and distribute innovative, high-quality online language courses under the trademark Middlebury and other marks. Transaction expenses incurred by the Company related to this transaction included in selling, administrative and other operating expenses were $0.2 million.

 

At any time after the fifth (5th) anniversary of the agreement, Middlebury may give written notice of its irrevocable election to sell all (but not less than all) of its Membership Interest to the Company (put right). The purchase price for Middlebury’s Membership Interest shall be its fair market value and the Company may, in its sole discretion, pay the purchase price in cash or shares of the Company’s common stock. At June 30, 2014, MIL had not met certain milestones associated with its Language Academy summer camp programs. As such, Middlebury may exercise its option to either repurchase the camp programs at fair market value along with other contractual rights. Middlebury has neither exercised nor expressed an intent to exercise the option.

 

Given the provision of the put rights, the redeemable noncontrolling interests are redeemable outside of the Company’s control and are recorded outside of permanent equity at their redemption value fair value in accordance with EITF Topic D-98, Classification and Measurement of Redeemable Securities. The Company will adjust the redeemable noncontrolling interests to redemption value on each balance sheet date with changes in redemption values recognized as an adjustment to retained earnings, or in the absence of retained earnings, by adjustment to additional paid-in-capital.

 

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12.  Supplemental Disclosure of Cash Flow Information

 

		Three Months Ended
		September 30,
		2014			2013
		(In thousands)
Cash paid for interest		$	220		$	272
Cash paid for taxes, net of refunds		$	7,530		$	2,747
Supplemental disclosure of non-cash financing activities:
New capital lease obligations		$	4,267		$	10,699
Supplemental disclosure of non-cash investing activities:
Business Combinations:
— Current assets		$	27		$	—
— Property and equipment		$	350		$	—
— Intangible assets		$	27		$	—
— Goodwill		$	8,982		$	—
— Assumed liabilities		$	(50	)	$	—
— Deferred revenue		$	(23	)	$	—

 

13.       Common Stock Repurchases

 

On November 4, 2013, the Board of Directors authorized the repurchase of up to $75 million of the Company’s outstanding common stock over a two year period. Any purchases under the buyback are dependent upon business and market conditions and other factors. The stock purchases are made from time to time and may be made through a variety of methods including open market purchases and in accordance with the SEC’s Rule 10b5-1. For the three months ended September 30, 2014, the Company paid approximately $26.5 million for the repurchase of 1,307,402 shares. As of September 30, 2014, there were no shares remaining to be repurchased under the plan.

 

14.                   Subsequent Event

 

During the three months ended September 30, 2014 and 2013, the Company had a contract with Agora that represented approximately 12% of revenues and which expires on June 30, 2015. In late fiscal year 2014, Agora commenced a request for proposal process for the services and products required to operate the school after the 2014-15 school year in connection with its charter renewal application. Agora had previously announced that it would absorb its general administrative services and certain human resources functions as well as name vendors for select services which are currently provided by the Company. On October 9, 2014, the Company entered into a three year contract to provide academic curriculum to Agora for a reduced scope of services that will include the academic curriculum beginning in the 2015-16 school year.

 

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