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 June 30, 2015
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: 001-34272
___________________________________________________________________________

BRIDGEPOINT EDUCATION, INC.
(Exact name of registrant as specified in its charter)
____________________________________________________________________________
Delaware
(State or other jurisdiction of
incorporation or organization)
59-3551629
(I.R.S. Employer
Identification No.)

13500 Evening Creek Drive North
San Diego, CA 92128
(Address, including zip code, of principal executive offices)

(858) 668-2586
(Registrant's telephone number, including area code)
____________________________________________________________________________

None
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 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.
Large accelerated filer o
Accelerated filer x
Non-accelerated filer o
(Do not check if a
smaller reporting company)
Smaller reporting company o
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
The total number of shares of common stock outstanding as of July 30, 2015, was 45,732,622.


BRIDGEPOINT EDUCATION, INC.
FORM 10-Q
INDEX
 
 
 
 
 
 
 
 
 


2

PART I—FINANCIAL INFORMATION
Item 1.    Financial Statements.
BRIDGEPOINT EDUCATION, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except par value)
 
As of
June 30, 2015
 
As of
December 31, 2014
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
261,023

 
$
207,003

Restricted cash
28,134

 
25,934

Investments
14,421

 
12,051

Accounts receivable, net
28,164

 
21,274

Student loans receivable, net
913

 
1,003

Deferred income taxes
21,316

 
21,301

Prepaid expenses and other current assets
25,229

 
22,818

Total current assets
379,200

 
311,384

Property and equipment, net
71,068

 
78,219

Investments
59,088

 
111,557

Student loans receivable, net
8,191

 
9,510

Goodwill and intangibles, net
23,046

 
24,775

Deferred income taxes
19,520

 
20,175

Other long-term assets
2,435

 
2,475

Total assets
$
562,548

 
$
558,095

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
5,491

 
$
1,013

Accrued liabilities
55,048

 
51,403

Deferred revenue and student deposits
98,827

 
108,048

Total current liabilities
159,366

 
160,464

Rent liability
24,496

 
22,098

Other long-term liabilities
9,573

 
9,652

Total liabilities
193,435

 
192,214

Commitments and contingencies (see Note 13)

 

Stockholders' equity:
 
 
 
Preferred stock, $0.01 par value:
 
 
 
20,000 shares authorized; zero shares issued and outstanding at both June 30, 2015, and December 31, 2014
—

 
—

Common stock, $0.01 par value:
 
 
 
300,000 shares authorized; 63,276 issued and 45,719 outstanding at June 30, 2015; 62,957 issued and 45,400 outstanding at December 31, 2014
633

 
630

Additional paid-in capital
184,835

 
180,720

Retained earnings
520,754

 
521,775

Accumulated other comprehensive loss
(40
)
 
(175
)
Treasury stock, 17,557 shares at cost at both June 30, 2015, and December 31, 2014
(337,069
)
 
(337,069
)
Total stockholders' equity
369,113

 
365,881

Total liabilities and stockholders' equity
$
562,548

 
$
558,095

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


3

BRIDGEPOINT EDUCATION, INC.
Condensed Consolidated Statements of Income
(Unaudited)
(In thousands, except per share amounts)

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Revenue
$
147,057

 
$
171,522

 
$
289,575

 
$
328,792

Costs and expenses:
 
 
 
 
 
 
 
Instructional costs and services
71,410

 
76,853

 
146,459

 
159,934

Admissions advisory and marketing
48,495

 
55,518

 
100,842

 
121,296

General and administrative
13,246

 
16,737

 
29,568

 
33,006

Restructuring and impairment charges
14,418

 
—

 
14,418

 
—

Total costs and expenses
147,569

 
149,108

 
291,287

 
314,236

Operating income (loss)
(512
)
 
22,414

 
(1,712
)
 
14,556

Other income, net
345

 
712

 
1,034

 
1,079

Income (loss) before income taxes
(167
)
 
23,126

 
(678
)
 
15,635

Income tax expense
483

 
10,171

 
343

 
7,010

Net income (loss)
$
(650
)
 
$
12,955

 
$
(1,021
)
 
$
8,625

Earnings (loss) per share:
 
 
 
 
 
 
 
Basic
$
(0.01
)
 
$
0.29

 
$
(0.02
)
 
$
0.19

Diluted
(0.01
)
 
0.28

 
(0.02
)
 
0.19

Weighted average number of common shares outstanding used in computing earnings per share:
 
 
 
 
 
 
 
Basic
45,674

 
45,233

 
45,552

 
45,066

Diluted
45,674

 
46,503

 
45,552

 
46,524

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


4

BRIDGEPOINT EDUCATION, INC.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
(In thousands)

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Net income (loss)
$
(650
)
 
$
12,955

 
$
(1,021
)
 
$
8,625

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
     Unrealized gains (losses) on investments
(30
)
 
(36
)
 
135

 
(72
)
Comprehensive income (loss)
$
(680
)
 
$
12,919

 
$
(886
)
 
$
8,553

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



5

BRIDGEPOINT EDUCATION, INC.
Condensed Consolidated Statement of Stockholders' Equity
(Unaudited)
(In thousands)

 
Common Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated Other
Comprehensive
Income (Loss)
 
Treasury
Stock
 
 
 
Shares
 
Par Value
 
Total
Balance at December 31, 2014
62,957

 
$
630

 
$
180,720

 
$
521,775

 
$
(175
)
 
$
(337,069
)
 
$
365,881

Stock-based compensation
—

 
—

 
5,635

 
—

 
—

 
—

 
5,635

Exercise of stock options
109

 
1

 
226

 
—

 
—

 
—

 
227

Excess tax benefit of option exercises and restricted stock, net of tax shortfall
—

 
—

 
(622
)
 
—

 
—

 
—

 
(622
)
Stock issued under employee stock purchase plan
16

 
—

 
136

 
—

 
—

 
—

 
136

Stock issued under stock incentive plan, net of shares held for taxes
194

 
2

 
(1,260
)
 
—

 
—

 
—

 
(1,258
)
Net loss
—

 
—

 
—

 
(1,021
)
 
—

 
—

 
(1,021
)
Unrealized gains on investments, net of tax
—

 
—

 
—

 
—

 
135

 
—

 
135

Balance at June 30, 2015
63,276

 
$
633

 
$
184,835

 
$
520,754

 
$
(40
)
 
$
(337,069
)
 
$
369,113

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


6

BRIDGEPOINT EDUCATION, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
 
Six Months Ended June 30,
 
2015
 
2014
Cash flows from operating activities
 
 
 
Net income (loss)
$
(1,021
)
 
$
8,625

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 
 
 
Provision for bad debts
15,364

 
12,921

Depreciation and amortization
10,629

 
11,972

Amortization of premium/discount
225

 
(89
)
Stock-based compensation
5,635

 
5,058

Excess tax benefit of option exercises
(314
)
 
(986
)
Loss on impairment of student loans receivable
923

 
1,189

Net loss on marketable securities
38

 
—

Loss on termination of leased space
12,331

 
—

Loss on disposal of fixed assets
1,545

 
52

Changes in operating assets and liabilities:
 
 
 
Restricted cash
4,596

 
4,518

Accounts receivable
(22,079
)
 
(15,755
)
Prepaid expenses and other current assets
(2,704
)
 
(1,766
)
Student loans receivable
529

 
480

Other long-term assets
40

 
86

Accounts payable and accrued liabilities
595

 
(8,842
)
Deferred revenue and student deposits
(9,118
)
 
(20,292
)
Other liabilities
(2,446
)
 
(1,012
)
Net cash provided by (used in) operating activities
14,768

 
(3,841
)
Cash flows from investing activities
 
 
 
Capital expenditures
(2,182
)
 
(6,203
)
Purchases of investments
(192
)
 
(72,426
)
Non-operating restricted cash
(6,796
)
 
(200
)
Capitalized costs for intangible assets
(1,191
)
 
(2,112
)
Sales and maturities of investments
50,195

 
20,000

Net cash provided by (used in) investing activities
39,834

 
(60,941
)
Cash flows from financing activities
 
 
 
Proceeds from exercise of stock options
226

 
2,964

Excess tax benefit of option exercises
314

 
986

Proceeds from the issuance of stock under employee stock purchase plan
136

 
—

Tax withholdings on issuance of stock awards
(1,258
)
 
(1,204
)
Net cash provided by (used in) financing activities
(582
)
 
2,746

Net increase (decrease) in cash and cash equivalents
54,020

 
(62,036
)
Cash and cash equivalents at beginning of period
207,003

 
212,526

Cash and cash equivalents at end of period
$
261,023

 
$
150,490

Supplemental disclosure of non-cash transactions:
 
 
 
Purchase of equipment included in accounts payable and accrued liabilities
$
29

 
$
468

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


7


BRIDGEPOINT EDUCATION, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)


1. Nature of Business
Bridgepoint Education, Inc. (together with its subsidiaries, the “Company”), incorporated in 1999, is a provider of postsecondary education services. Its wholly-owned subsidiaries, Ashford University® and University of the RockiesSM, are regionally accredited academic institutions that offer associate's, bachelor's, master's and doctoral programs online, as well as at their traditional campuses located in Iowa and Colorado, respectively.
Ashford University's campus in Iowa will be closing after the 2015-2016 academic year, following the implementation of a one-year teach-out plan. For further information, refer to Note 14, “Subsequent Events.”
2. Summary of Significant Accounting Policies
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Bridgepoint Education, Inc. and its wholly-owned subsidiaries. Intercompany transactions have been eliminated in consolidation.
Unaudited Interim Financial Information
The condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the 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. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the Securities and Exchange Commission (the “SEC”) on March 10, 2015. In the opinion of management, these financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary to present a fair statement of the Company's condensed consolidated financial position, results of operations and cash flows as of and for the periods presented.
Operating results for any interim period are not necessarily indicative of the results that may be expected for the full year. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP for complete annual financial statements.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements. Actual results could differ from those estimates.
Reclassifications
Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations or retained earnings.
Restricted Cash
The Company's restricted cash is primarily held in money market accounts, and is excluded from cash and cash equivalents on the Company's consolidated balance sheets and statements of cash flows. The majority of restricted cash represents funds held for students from Title IV financial aid program funds that result in credit balances on a student’s account. Changes in this restricted cash are included in the Company's condensed consolidated statements of cash flows as cash flows from operating activities. To a lesser extent, restricted cash also represents amounts held as collateral for letters of credit. Changes in this restricted cash are included in the Company's condensed consolidated statements of cash flows as cash flows from investing activities.


8


BRIDGEPOINT EDUCATION, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, Revenue Recognition. This literature is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The accounting guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The standard is expected to be effective for the first interim period within fiscal years beginning after December 15, 2017, using one of two retrospective application methods. The Company continues to evaluate the impacts, if any, the adoption of ASU 2014-09 will have on the Company's financial position or results of operations.
In January 2015, the FASB issued ASU 2015-01, Income Statement—Extraordinary and Unusual Items (Subtopic 225-20). This update simplifies the income statement presentation requirements and eliminates from GAAP the concept of extraordinary items, and essentially deletes the requirements in Subtopic 225-20. However, the presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The amendments may be applied prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company adopted ASU 2015-01 effective April 1, 2015, and such adoption does not have a material effect on the Company's consolidated financial statements.
3. Restructuring and Impairment Charges
During the three months ended June 30, 2015, the Company initiated a restructuring plan to better align its resources with its business strategy. The related restructuring charges are primarily comprised of estimated lease losses related to facilities vacated or consolidated under the restructuring plan, charges related to assets abandoned as part of the restructuring plan and severance costs related to headcount reductions made in connection with the restructuring plan.
As a result of its continued efforts to streamline operations, the Company vacated or consolidated properties in San Diego, and reassessed its obligations on non-cancelable leases. During the three months ended June 30, 2015, the Company recorded $12.3 million as restructuring charges relating to these lease exit costs. This amount was recorded in the restructuring and impairment charges line item on the Company's condensed consolidated statements of income for the three and six months ended June 30, 2015. The current portion of the liability is recorded within accrued liabilities and the long-term portion is recorded within rent liability in the Company's condensed consolidated balance sheets at June 30, 2015.
Also during the three months ended June 30, 2015, the Company recognized an impairment charge of $1.3 million relating to the write off of certain fixed assets. This asset impairment charge was recorded in the restructuring and impairment charges line item on the Company's condensed consolidated statements of income for the three and six months ended June 30, 2015. These write offs were primarily for furniture and office equipment, as well as for leasehold improvements.
The Company also implemented a reduction in force during the second quarter of 2015 to help better align personnel resources with the decline in enrollment. During the three months ended June 30, 2015, the Company recognized $0.8 million as restructuring charges relating to severance costs for wages and benefits resulting from the reduction in force. This amount was recorded in the restructuring and impairment charges line item on the Company's condensed consolidated statements of income for the three and six months ended June 30, 2015. The charge is recorded within accrued liabilities in the Company's condensed consolidated balance sheets at June 30, 2015, and the Company anticipates these costs will be fully paid out by the end of the third quarter of 2015 from existing cash on hand.


9


BRIDGEPOINT EDUCATION, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

4. Investments
The following tables summarize the fair value information of short- and long-term investments as of June 30, 2015 and December 31, 2014, respectively (in thousands):
 
As of June 30, 2015
 
Level 1
 
Level 2
 
Level 3
 
Total
Mutual funds
$
1,285

 
$
—

 
$
—

 
$
1,285

Corporate notes and bonds
—

 
47,225

 
—

 
47,225

Certificates of deposit
—

 
25,000

 
—

 
25,000

Total
$
1,285

 
$
72,225

 
$
—

 
$
73,510

 
As of December 31, 2014
 
Level 1
 
Level 2
 
Level 3
 
Total
Mutual funds
$
1,071

 
$
—

 
$
—

 
$
1,071

Corporate notes and bonds
—

 
62,550

 
—

 
62,550

U.S. government and agency securities
—

 
34,987

 
—

 
34,987

Certificates of deposit
—

 
25,000

 
—

 
25,000

Total
$
1,071

 
$
122,537

 
$
—

 
$
123,608

The tables above include amounts related to investments classified as other investments, such as certificates of deposit, which are carried at amortized cost. The amortized cost of such investments approximated fair value at each balance sheet date. The assumptions used in these fair value estimates are considered as other observable inputs and are therefore categorized as Level 2 measurements under the accounting guidance. The Company's Level 2 investments are valued using readily available pricing sources that utilize market observable inputs, including the current interest rate for similar types of instruments.
The Company records the changes in unrealized gains and losses on its investments arising during the period in other comprehensive income. For the three months ended June 30, 2015 and 2014, the Company recorded net unrealized losses of $30,000 and $36,000, respectively, in other comprehensive income, which were net of tax benefit of $77,000 and $20,000, respectively. For the six months ended June 30, 2015 and 2014, the Company recorded net unrealized gains of $135,000 and net unrealized losses $72,000, respectively, in other comprehensive income, which were net of tax expense of $61,000 and tax benefit of $47,000, respectively.
During the six months ended June 30, 2015, the Company reclassified $61,000 out of accumulated other comprehensive income, which was realized as a net loss on marketable securities in the consolidated statement of income for the period within other income, net. There was no such reclassification in the six months ended June 30, 2014.
5. Accounts Receivable
Accounts receivable, net, consist of the following (in thousands):
 
As of
June 30, 2015
 
As of
December 31, 2014
Accounts receivable
$
54,933

 
$
48,841

Less allowance for doubtful accounts
(26,769
)
 
(27,567
)
Accounts receivable, net
$
28,164

 
$
21,274

As of June 30, 2015 and December 31, 2014, there was an immaterial amount included within net accounts receivable with a payment due date of greater than one year.


10


BRIDGEPOINT EDUCATION, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

The following table presents the changes in the allowance for doubtful accounts for the periods indicated (in thousands):
 
Beginning
Balance
 
Charged to
Expense
 
Deductions(1)
 
Ending
Balance
Allowance for doubtful accounts:
 
 
 
 
 
 
 
For the six months ended June 30, 2015
$
(27,567
)
 
$
15,418

 
$
(16,216
)
 
$
(26,769
)
For the six months ended June 30, 2014
(26,901
)
 
12,872

 
(13,906
)
 
(25,867
)
(1)
Deductions represent accounts written off, net of recoveries.
6. Student Loans Receivable
Student loans receivable, net, consist of the following (in thousands):
Short-term:
As of
June 30, 2015
 
As of
December 31, 2014
   Student loans receivable (non-tuition related)
$
463

 
$
509

   Student loans receivable (tuition related)
554

 
626

   Current student loans receivable
1,017

 
1,135

Less allowance for doubtful accounts
(104
)
 
(132
)
Student loans receivable, net
$
913

 
$
1,003

Long-term:
As of
June 30, 2015
 
As of
December 31, 2014
   Student loans receivable (non-tuition related)
$
3,661

 
$
4,805

   Student loans receivable (tuition related)
5,867

 
6,068

   Non-current student loans receivable
9,528

 
10,873

Less allowance for doubtful accounts
(1,337
)
 
(1,363
)
Student loans receivable, net
$
8,191

 
$
9,510

Student loans receivable is presented net of any related discount, and the balances approximated fair value at each balance sheet date. The Company estimates the fair value of the student loans receivable by discounting the future cash flows using an interest rate of 4.5%, which approximates the interest rates used in similar arrangements. The assumptions used in this estimate are considered unobservable inputs and are therefore categorized as Level 3 measurements under the accounting guidance.
Revenue recognized related to student loans was immaterial during each of the three and six months ended June 30, 2015 and 2014. The following table presents the changes in the allowance for doubtful accounts for the periods indicated (in thousands):
 
Beginning
Balance
 
Charged to
Expense
 
Deductions(1)
 
Ending
Balance
Allowance for student loans receivable (tuition related):
 
 
 
 
 
 
 
For the six months ended June 30, 2015
$
(1,495
)
 
$
(54
)
 
$
—

 
$
(1,441
)
For the six months ended June 30, 2014
(2,144
)
 
49

 
—

 
(2,193
)
(1)
Deductions represent accounts written off, net of recoveries.


11


BRIDGEPOINT EDUCATION, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

For the non-tuition related student loans receivable, the Company monitors the credit quality of the borrower using credit scores, aging history of the loan and delinquency trending. The loan reserve methodology is reviewed on a quarterly basis. Delinquency is the main factor in determining if a loan is impaired. If a loan were determined to be impaired, interest would no longer accrue. For the three and six months ended June 30, 2015, $0.6 million and $0.9 million, respectively, of student loans were impaired. As of June 30, 2015, $5.3 million of student loans had been placed on non-accrual status.
As of June 30, 2015, the delinquency status of gross student loans receivable was as follows (in thousands):
120 days and less
$
14,304

From 121 - 270 days
1,118

Greater than 270 days
3,085

Total gross student loans receivable
18,507

Less: Amounts reserved or impaired
(6,770
)
Less: Discount on student loans receivable
(2,633
)
Total student loans receivable, net
$
9,104

7. Other Significant Balance Sheet Accounts
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following (in thousands):
 
As of
June 30, 2015
 
As of
December 31, 2014
Prepaid expenses
$
8,249

 
$
8,500

Prepaid licenses
4,388

 
5,598

Prepaid income taxes
6,304

 
2,945

Prepaid insurance
2,482

 
1,508

Interest receivable
307

 
424

Insurance recoverable
2,704

 
3,040

Other current assets
795

 
803

Total prepaid expenses and other current assets
$
25,229

 
$
22,818



12


BRIDGEPOINT EDUCATION, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

Property and Equipment, Net
Property and equipment, net, consist of the following (in thousands):
 
As of
June 30, 2015
 
As of
December 31, 2014
Land
$
7,091

 
$
7,091

Buildings
29,474

 
29,540

Furniture and office equipment
77,745

 
81,030

Software
12,546

 
12,454

Leasehold improvements
20,531

 
21,096

Vehicles
147

 
147

Total property and equipment
147,534

 
151,358

Less accumulated depreciation and amortization
(76,466
)
 
(73,139
)
Total property and equipment, net
$
71,068

 
$
78,219

Goodwill and Intangibles, Net
Goodwill and intangibles, net, consist of the following (in thousands):
 
June 30, 2015
Definite-lived intangible assets:
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
Capitalized curriculum costs
$
19,362

 
$
(11,828
)
 
$
7,534

Purchased intangible assets
15,850

 
(2,905
)
 
12,945

     Total definite-lived intangible assets
$
35,212

 
$
(14,733
)
 
$
20,479

Goodwill and indefinite-lived intangibles
 
 
 
 
2,567

Total goodwill and intangibles, net
 
 
 
 
$
23,046

 
 
 
 
 
 
 
December 31, 2014
Definite-lived intangible assets:
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
Capitalized curriculum costs
$
18,174

 
$
(9,526
)
 
$
8,648

Purchased intangible assets
15,850

 
(2,290
)
 
13,560

     Total definite-lived intangible assets
$
34,024

 
$
(11,816
)
 
$
22,208

Goodwill and indefinite-lived intangibles
 
 
 
 
2,567

Total goodwill and intangibles, net
 
 
 
 
$
24,775

For the three months ended June 30, 2015 and June 30, 2014, amortization expense was $1.5 million and $1.4 million, respectively. For the six months ended June 30, 2015 and June 30, 2014, amortization expense was $2.9 million and $2.8 million, respectively.


13


BRIDGEPOINT EDUCATION, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

The following table summarizes the estimated remaining amortization expense as of each fiscal year ended below (in thousands):
Year Ended December 31,
 
 
2015
$
2,740

2016
4,425

2017
2,862

2018
1,785

2019
1,267

Thereafter
7,400

Total future amortization expense
$
20,479

Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
 
As of
June 30, 2015
 
As of
December 31, 2014
Accrued salaries and wages
$
7,649

 
$
8,250

Accrued bonus
1,730

 
2,720

Accrued vacation
10,372

 
9,771

Accrued litigation and fees
720

 
542

Accrued expenses
16,677

 
16,623

Rent liability
13,541

 
8,528

Accrued insurance liability
4,359

 
4,520

Accrued income taxes payable
—

 
449

Total accrued liabilities
$
55,048

 
$
51,403

Deferred Revenue and Student Deposits
Deferred revenue and student deposits consist of the following (in thousands):
 
As of
June 30, 2015
 
As of
December 31, 2014
Deferred revenue
$
37,562

 
$
26,445

Student deposits
61,265

 
81,603

Total deferred revenue and student deposits
$
98,827

 
$
108,048



14


BRIDGEPOINT EDUCATION, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

Other Long-Term Liabilities
Other long-term liabilities consist of the following (in thousands):
 
As of
June 30, 2015
 
As of
December 31, 2014
Uncertain tax positions
$
7,895

 
$
7,586

Legal settlements
408

 
1,000

Other long-term liabilities
1,270

 
1,066

Total other long-term liabilities
$
9,573

 
$
9,652

8. Credit Facilities
The Company previously had a $50 million revolving line of credit (the “Facility”) pursuant to an Amended and Restated Revolving Credit Agreement (the “Revolving Credit Agreement”) with the lenders signatory thereto and Comerica Bank (“Comerica”). The Facility had an original term of three years and expired on April 13, 2015. The Revolving Credit Agreement amended, restated and superseded any prior loan documents. Up through the date of expiration of the Facility, the Company had no borrowings outstanding under the Facility.
Under the Revolving Credit Agreement and the documents executed in connection therewith (collectively, the “Facility Loan Documents”), the lenders also agreed to make loans to the Company and issue letters of credit on the Company's behalf, subject to specific terms and conditions. The Company had previously used the availability under the Facility to issue letters of credit, but subsequent to the expiration of the Facility, the Company collateralized the letters of credit with cash in the aggregate amount of $6.6 million, which is included as restricted cash as of June 30, 2015.
Interest and fees accruing under the Facility were payable quarterly in arrears and principal was payable at maturity. For any advance under the Facility, interest would accrue at either the “Base Rate” or the “Eurodollar-based Rate,” at the Company's option.
The Facility Loan Documents contained other customary affirmative, negative and financial maintenance covenants, representations and warranties, events of default, and remedies upon an event of default, including the acceleration of debt and the right to foreclose on the collateral securing the Facility. Up through the date of expiration of the Facility, the Company had no outstanding financial covenants in the Facility Loan Documents.
Surety Bond Facility
As part of its normal business operations, the Company is required to provide surety bonds in certain states in which the Company does business. In May 2009, the Company entered into a surety bond facility with an insurance company to provide such bonds when required. As of June 30, 2015, the Company's total available surety bond facility was $12.0 million and the surety had issued bonds totaling $3.5 million on the Company's behalf under such facility.
9. Earnings (Loss) Per Share
Basic earnings per share is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period.
Diluted earnings per share is calculated by dividing net income available to common stockholders by the sum of (i) the weighted average number of common shares outstanding for the period and (ii) potentially dilutive securities outstanding during the period, if the effect is dilutive. Potentially dilutive securities for the periods presented may include incremental shares of common stock issuable upon the exercise of stock options and upon the settlement of restricted stock units (“RSUs”) and performance stock units (“PSUs”).


15


BRIDGEPOINT EDUCATION, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

The following table sets forth the computation of basic and diluted earnings (loss) per share for the periods indicated (in thousands, except per share data):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Numerator:
 
 
 
 
 
 
 
Net income (loss)
$
(650
)
 
$
12,955

 
$
(1,021
)
 
$
8,625

Denominator:
 
 
 
 
 
 
 
Weighted average number of common shares outstanding
45,674

 
45,233

 
45,552

 
45,066

Effect of dilutive options and stock units
—

 
1,270

 
—

 
1,458

Diluted weighted average number of common shares outstanding
45,674

 
46,503

 
45,552

 
46,524

Earnings (loss) per share:
 
 
 
 
 
 
 
Basic earnings (loss) per share
$
(0.01
)
 
$
0.29

 
$
(0.02
)
 
$
0.19

Diluted earnings (loss) per share
$
(0.01
)
 
$
0.28

 
$
(0.02
)
 
$
0.19

For the periods indicated below, the computation of diluted common shares outstanding excludes stock options, RSUs and PSUs, as applicable, because their effect was anti-dilutive (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Options
5,246

 
2,769

 
5,110

 
2,351

Stock units
605

 
—

 
631

 
—

10. Stock-Based Compensation
The Company recorded $3.4 million and $3.2 million of stock-based compensation expense for the three months ended June 30, 2015 and 2014, respectively, and $5.6 million and $5.1 million of stock-based compensation expense for the six months ended June 30, 2015 and 2014, respectively.
The related income tax benefit was $1.3 million and $1.2 million for the three months ended June 30, 2015 and 2014, respectively, and $2.1 million and $1.9 million for the six months ended June 30, 2015 and 2014, respectively.
The Company granted 91,061 RSUs during the three months ended June 30, 2015 at a grant date fair value of $9.57. During the three months ended June 30, 2015, 8,425 RSUs vested.
The Company granted 45,719 PSUs during the three months ended June 30, 2015 at a weighted grant date fair value of $4.12. No PSUs vested during the three months ended June 30, 2015.
The Company granted 39,597 options to purchase shares of common stock during the three months ended June 30, 2015. During the three months ended June 30, 2015, options to purchase 32,447 shares of common stock were exercised.
As of June 30, 2015, there was unrecognized compensation cost of $23.4 million related to the combined unvested stock options, RSUs and PSUs.


16


BRIDGEPOINT EDUCATION, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

11. Income Taxes
The Company's estimated annual effective income tax rate that was applied to normal, recurring operations for the six months ended June 30, 2015 was 30.9%. The Company's actual effective income tax rate was (50.5)% for the six months ended June 30, 2015. The actual effective income tax rate for the six months ended June 30, 2015 differed from the Company's estimated annual effective income tax rate due to the effect of a pre-tax loss on relatively constant nondeductible expenses year over year, as well as an increase in reserves for unrecognized tax benefits and related accrued interest in the current year. The negative effective income tax rate is due to income tax expense on a pre-tax loss.
At June 30, 2015 and December 31, 2014, the Company had $20.6 million and $20.9 million, respectively, of gross unrecognized tax benefits, of which $13.4 million and $13.6 million, respectively, would impact the effective income tax rate if recognized.
The tax years 2002 through 2014 are open to examination by major taxing jurisdictions to which the Company is subject. The California Franchise Tax Board is auditing the Company's 2008 through 2012 California income tax returns. The Company is also subject to various other state audits. With respect to all audits, the Company does not expect any significant adjustments to amounts already reserved.
In connection with the California Franchise Tax Board audit, in 2014 the Company filed a refund claim for years 2008 through 2010 for approximately $12.6 million. However, the Company will not recognize any income statement benefit in its financial statements related to the refund claim until the final resolution of the audit.
It is reasonably possible that the total amount of the unrecognized tax benefit will change during the next 12 months. However, the Company does not expect any potential change to have a material effect on the Company's results of operations or financial position in the next year.
The Company's continuing practice is to recognize interest and penalties related to uncertain tax positions in income tax expense. Accrued interest and penalties related to uncertain tax positions as of June 30, 2015 and December 31, 2014 was $2.1 million and $1.9 million, respectively.
Each reporting period, the Company estimates the likelihood that it will be able to recover its deferred tax assets. The realization of deferred tax assets is dependent upon future taxable income. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, the Company considers all available evidence, including past operating results, estimates of future taxable income given current business conditions affecting the Company, and the feasibility of ongoing tax planning strategies. As of June 30, 2015, the Company believes that its deferred tax assets are more likely than not to be realized through sufficient levels of future taxable income. However, if it becomes more likely than not that the deferred tax assets will not be utilized due to insufficient future taxable income, or will not otherwise be realizable, the Company will recognize a valuation allowance at that time.
12. Regulatory
The Company is subject to extensive regulation by federal and state governmental agencies and accrediting bodies. In particular, the Higher Education Act of 1965, as amended (the “Higher Education Act”), and the regulations promulgated thereunder by the U.S. Department of Education (the “Department”) subject the Company to significant regulatory scrutiny on the basis of numerous standards that institutions of higher education must satisfy in order to participate in the various federal student financial assistance programs under Title IV of the Higher Education Act.
Ashford University is regionally accredited by WASC Senior College and University Commission (“WSCUC”), formerly referred to as WASC. University of the Rockies is regionally accredited by the Higher Learning Commission of the North Central Association of Colleges and Schools.
Department of Education Program Review of Ashford University
On July 31, 2014, the Company and Ashford University received notification from the Department that it intended to conduct an ordinary course program review of Ashford University’s administration of federal student financial aid (Title IV)


17


BRIDGEPOINT EDUCATION, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

programs in which the university participates. The review, which commenced on August 25, 2014 and is currently ongoing, covers federal financial aid years 2012-2013 and 2013-2014, as well as compliance with the Jeanne Clery Disclosure of Campus Security Policy and Campus Crime Statistics Act (the “Clery Act”), the Drug-Free Schools and Communities Act and related regulations.
WSCUC Grant of Initial Accreditation of Ashford University
In July 2013, WSCUC granted Initial Accreditation to Ashford University for five years, until July 15, 2018. In December 2013, Ashford University effected its transition to WSCUC accreditation and designated its San Diego, California facilities as its main campus and its Clinton, Iowa campus as an additional location. As part of a continuing monitoring process, Ashford University hosted a visiting team from WSCUC in a special visit in April 2015. In July 2015, Ashford University received an Action Letter from WSCUC outlining the findings arising out of its team's special visit. The Action Letter stated that the WSCUC visiting team found substantial evidence that Ashford University continues to make sustained progress in all six areas recommended by WSCUC in 2013.
WSCUC also performs Mid-Cycle Reviews of its accredited institutions near the midpoint of their periods of accreditation, as required by the Department. The purpose of the Mid-Cycle Review is to identify problems with an institution’s or program’s continued compliance with agency standards while taking into account institutional or program strengths and stability. The Mid-Cycle Review report will focus particularly on student achievement, including indicators of educational effectiveness, retention and graduation data.
Licensure by California BPPE
To be eligible to participate in Title IV programs, an institution must be legally authorized to offer its educational programs by the states in which it is physically located. Effective July 1, 2011, the Department established new requirements to determine if an institution is considered to be legally authorized by a state. In connection with its transition to WSCUC accreditation, Ashford University designated its San Diego, California facilities as its main campus for Title IV purposes and submitted an Application for Approval to Operate an Accredited Institution to the State of California, Department of Consumer Affairs, Bureau for Private Postsecondary Education (“BPPE”) on September 10, 2013.
In April 2014, the application was granted, and the university was approved by BPPE to operate in California until July 15, 2018. As a result, Ashford University is no longer exempt from certain laws and regulations applicable to private, post-secondary educational institutions. These laws and regulations entail certain California reporting requirements, including but not limited to, graduation, employment and licensing data, certain changes of ownership and control, faculty and programs, and student refund policies, as well as the triggering of other state and federal student employment data reporting and disclosure requirements.
Negotiated Rulemaking and Other Executive Action
The Department held Program Integrity and Improvement negotiated rulemaking sessions in February, March, April and May 2014 that focused on topics including, but not limited to, cash management of Title IV program funds, state authorization for programs offering distance or correspondence education, credit and clock hour conversions, the retaking of coursework, and the definition of “adverse credit” for PLUS loan borrowers. No consensus resulted from the rulemaking sessions. As a result, the Department had discretion to propose Program Integrity regulations in these areas.
On August 8, 2014, the Department published a Notice of Proposed Rulemaking proposing new regulations regarding the federal Direct PLUS loan program. The final regulations, effective July 1, 2015, update the standard for determining if a potential parent or student borrower has an adverse credit history for purposes of eligibility for a PLUS loan. Specifically, the regulations revise the definition of “adverse credit history” and require that parents and students who have an adverse credit history, but who are approved for a PLUS loan on the basis of extenuating circumstances or who obtain an endorser for the PLUS loan, must receive loan counseling before receiving the loan.
Three negotiated rulemaking sessions between January and March of 2014 resulted in draft regulations to enact changes to the Clery Act required by the enactment of the Violence Against Women Act (“VAWA”). The Department published final regulations in the Federal Register on Monday, October 20, 2014, effective July 1, 2015. Among other things, VAWA requires


18


BRIDGEPOINT EDUCATION, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

institutions to compile statistics for additional incidents to those currently required by the Clery Act and include certain policies, procedures and programs pertaining to these incidents in annual security reports.
On September 3, 2014, the Department published a notice in the Federal Register to announce its intention to establish a negotiated rulemaking committee to prepare proposed regulations for the William D. Ford Federal Direct Loan Program authorized by the Higher Education Act. Two public hearings were held in October and November of 2014. On December 19, 2014, the Department published a notice to announce its intention to establish the committee to (i) prepare proposed regulations to establish a new Pay as You Earn repayment plan for those not covered by the existing Federal Direct Loan Program and (ii) establish procedures for Federal Family Education Loan Program (“FFEL Program”) loan holders to use to identify U.S. military services members who may be eligible for a lower interest rate on their FFEL Program loans. The committee met in February, March and April of 2015. On July 9, 2015, the Department published a Notice of Proposed Rulemaking proposing to amend the regulations governing the Federal Direct Loan Program to create a new income-contingent repayment plan in accordance with President Obama's initiative to allow more Federal Direct Loan Program borrowers to cap their loan payments at 10% of their monthly income.
On October 30, 2014, the Obama administration announced that the Department will lead an effort to formalize an interagency task force to conduct oversight of for-profit institutions of higher education, especially regarding alleged unfair, deceptive, and abusive policies and practices. The task force will include the Departments of Justice, Treasury and Veterans Affairs, as well as the Consumer Financial Protection Bureau, Federal Trade Commission, Securities and Exchange Commission, and state Attorneys General. The stated purpose of the task force is to “coordinate...activities and promote information sharing to protect students from unfair, deceptive, and abusive policies and practices.”
On March 24, 2015, the Department's Office of Inspector General (the “OIG”) issued a final audit report titled “Federal Student Aid's Oversight of Schools' Compliance with the Incentive Compensation Ban.” In its report, the OIG concluded that the Department's Office of Federal Student Aid (the “FSA”) failed to (i) revise its enforcement procedures and guidance after the Department eliminated the incentive compensation safe harbors in 2010, (ii) develop procedures and guidance on appropriate enforcement action and (iii) properly resolve incentive compensation ban findings. In response to the report, the OIG and the FSA agreed on corrective action that may increase scrutiny and enforcement action related to payment of incentive compensation.
On May 18, 2015, the Department published a Notice of Proposed Rulemaking to amend cash management regulations related to Title IV program funds. The proposed regulations address student access to Title IV program funds, financial account fees and the opening of financial accounts. The proposed regulations also clarify how the Department treats previously passed coursework for Title IV eligibility purposes, and streamline the requirements for converting clock hours to credit hours.
On June 8, 2015, the Department held a press conference and released a document entitled “Fact Sheet: Protecting Students from Abusive Career Colleges” in which the Department announced processes that will be established to assist students who may have been the victims of fraud in gaining relief under the “defense to repayment” provisions of the federal Direct Loan program regulations. Rarely used in the past, the defense to repayment provisions allow a student to assert as a defense against repayment of federal Direct Loans any commission of fraud or other violation of applicable state law by the school related to such loans or the educational services paid for. The processes outlined by the Department on June 8 include (i) extending debt relief eligibility to groups of students where possible, (ii) providing loan forbearance and pausing payments while claims are being resolved, (iii) appointing a Special Master dedicated to borrower defense issues for students who believe they have a defense to repayment, (iv) establishing a streamlined process and (v) building a better system for debt relief for the future. The Department noted that building a better system for debt relief would involve developing new regulations to clarify and streamline loan forgiveness under the defense to repayment provisions, while maintaining or enhancing current consumer protection standards and strengthening provisions that hold schools accountable for actions that result in loan discharges.


19


BRIDGEPOINT EDUCATION, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

13. Commitments and Contingencies
Litigation
From time to time, the Company is a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. When the Company becomes aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. In accordance with authoritative guidance, the Company records loss contingencies in its financial statements only for matters in which losses are probable and can be reasonably estimated. Where a range of loss can be reasonably estimated with no best estimate in the range, the Company records the minimum estimated liability. If the loss is not probable or the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the specific claim if the likelihood of a potential loss is reasonably possible and the amount involved is material. The Company continuously assesses the potential liability related to the Company’s pending litigation and revises its estimates when additional information becomes available. Below is a list of material legal proceedings to which the Company or its subsidiaries is a party.
Compliance Audit by the Department's Office of the Inspector General
In January 2011, Ashford University received a final audit report from the OIG regarding the compliance audit commenced in May 2008 and covering the period July 1, 2006 through June 30, 2007. The audit covered Ashford University's administration of Title IV program funds, including compliance with regulations governing institutional and student eligibility, awards and disbursements of Title IV program funds, verification of awards and returns of unearned funds during that period, and its compensation of financial aid and recruiting personnel during the period May 10, 2005 through June 30, 2009.
The final audit report contained audit findings, in each case for the period July 1, 2006 through June 30, 2007, which are applicable to award year 2006-2007. Each finding was accompanied by one or more recommendations to the FSA. Ashford University provided the FSA a detailed response to the OIG’s final audit report in February 2011. In June 2011, in connection with two of the six findings, the FSA requested that Ashford University conduct a file review of the return to Title IV fund calculations for all Title IV recipients who withdrew from distance education programs during the 2006-2007 award year. The institution cooperated with the request and supplied the information within the time frame required. If the FSA were to determine to assess a monetary liability or commence other administrative action, Ashford University would have an opportunity to contest the assessment or proposed action through administrative proceedings, with the right to seek review of any final administrative action in the federal courts.
The outcome of this audit is uncertain at this point because of the many questions of fact and law that may arise. At present, the Company cannot reasonably estimate a range of loss for this action based on the information available to the Company. Accordingly, the Company has not accrued any liability associated with this matter.
Iowa Attorney General Civil Investigation of Ashford University
In February 2011, Ashford University received from the Attorney General of the State of Iowa (the “Iowa Attorney General”) a Civil Investigative Demand and Notice of Intent to Proceed (the “CID”) relating to the Iowa Attorney General’s investigation of whether certain of the university's business practices comply with Iowa consumer laws. Pursuant to the CID, the Iowa Attorney General requested documents and detailed information for the time period January 1, 2008 to present. On numerous occasions, representatives from the Company and Ashford University met with the Iowa Attorney General to discuss the status of the investigation and the Iowa Attorney General’s allegations against the Company that had been communicated to the Company in June 2013. As a result of these meetings, on May 15, 2014, the Iowa Attorney General, the Company and Ashford University entered into an Assurance of Voluntary Compliance (the “AVC”) in full resolution of the CID and the Iowa Attorney General’s allegations. The AVC, in which the Company and Ashford University do not admit any liability, contains several components including injunctive relief, nonmonetary remedies and a payment to the Iowa Attorney General to be used for restitution to Iowa consumers, costs and fees. The AVC also provides for the appointment of a settlement administrator for a period of three years to review the Company’s and Ashford University’s compliance with the terms of the AVC. The Company had originally accrued $9.0 million back in 2013 related to this matter, which represented its best estimate of the total restitution, cost of non-monetary remedies and future legal costs. The remaining accrual of $1.1 million as of June 30, 2015 is split between both current and long-term liabilities.


20


BRIDGEPOINT EDUCATION, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

New York Attorney General Investigation of Bridgepoint Education, Inc.
In May 2011, the Company received from the Attorney General of the State of New York (the “NY Attorney General”) a subpoena relating to the NY Attorney General's investigation of whether the Company and its academic institutions have complied with certain New York state consumer protection, securities and finance laws. Pursuant to the subpoena, the NY Attorney General has requested from the Company and its academic institutions documents and detailed information for the time period March 17, 2005 to present. The Company is cooperating with the investigation and cannot predict the eventual scope, duration or outcome of the investigation at this time.
North Carolina Attorney General Investigation of Ashford University
In September 2011, Ashford University received from the Attorney General of the State of North Carolina (the “NC Attorney General”) an Investigative Demand relating to the NC Attorney General's investigation of whether the university's business practices complied with North Carolina consumer protection laws. Pursuant to the Investigative Demand, the NC Attorney General has requested from Ashford University documents and detailed information for the time period January 1, 2008 to present. Ashford University is cooperating with the investigation and cannot predict the eventual scope, duration or outcome of the investigation at this time.
California Attorney General Investigation of For-Profit Educational Institutions
In January 2013, the Company received from the Attorney General of the State of California (the “CA Attorney General”) an Investigative Subpoena relating to the CA Attorney General’s investigation of for-profit educational institutions. Pursuant to the Investigative Subpoena, the CA Attorney General has requested documents and detailed information for the time period March 1, 2009 to present. On July 24, 2013, the CA Attorney General filed a petition to enforce certain categories of the Investigative Subpoena related to recorded calls and electronic marketing data. On September 25, 2013, the Company reached an agreement with the CA Attorney General to produce certain categories of the documents requested in the petition and stipulated to continue the hearing on the petition to enforce from October 3, 2013 to January 9, 2014. On January 13, 2014 and June 19, 2014, the Company received additional Investigative Subpoenas from the CA Attorney General each requesting additional documents and information for the time period March 1, 2009 through the current date. On October 24, 2014 and February 12, 2015, representatives from the Company met with the CA Attorney General’s office to discuss the status of the investigation, additional information requests, and specific concerns related to possible unfair business practices in connection with the Company’s recruitment of students and debt collection practices. The Company cannot predict the eventual scope, duration or outcome of the investigation at this time. As a result, the Company cannot reasonably estimate a range of loss for this action and accordingly has not accrued any liability associated with this action.
Massachusetts Attorney General Investigation of Bridgepoint Education, Inc. and Ashford University
On July 21, 2014, the Company and Ashford University received from the Attorney General of the State of Massachusetts (the “MA Attorney General”) a Civil Investigative Demand relating to the MA Attorney General's investigation of for-profit educational institutions and whether the university's business practices complied with Massachusetts consumer protection laws. Pursuant to the Civil Investigative Demand, the MA Attorney General has requested from the Company and Ashford University documents and information for the time period January 1, 2006, to present. The Company is cooperating with the investigation and cannot predict the eventual scope, duration or outcome of the investigation at this time.
Securities & Exchange Commission Subpoena of Bridgepoint Education, Inc.
On July 22, 2014, the Company received from the SEC a subpoena relating to certain of the Company’s accounting practices, including revenue recognition, receivables and other matters relating to the Company’s previously disclosed intention to restate its financial statements for fiscal year ended December 31, 2013 and revise its financial statements for the years ended December 31, 2011 and 2012, and the prior revision of the Company’s financial statements for the fiscal year ended December 31, 2012. Pursuant to the subpoena, the SEC has requested from the Company documents and detailed information for the time period January 1, 2009 to present. The Company is cooperating with the investigation and cannot predict the eventual scope, duration or outcome of the investigation at this time. As a result, the Company cannot reasonably estimate a range of loss for this action and accordingly has not accrued any liability associated with this action.


21


BRIDGEPOINT EDUCATION, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

Securities Class Actions
Consolidated Securities Class Action
On July 13, 2012, a securities class action complaint was filed in the U.S. District Court for the Southern District of California by Donald K. Franke naming the Company, Andrew Clark, Daniel Devine and Jane McAuliffe as defendants for allegedly making false and materially misleading statements regarding the Company’s business and financial results, specifically the concealment of accreditation problems at Ashford University. The complaint asserts a putative class period stemming from May 3, 2011 to July 6, 2012. A substantially similar complaint was also filed in the same court by Luke Sacharczyk on July 17, 2012 making similar allegations against the Company, Andrew Clark and Daniel Devine. The Sacharczyk complaint asserts a putative class period stemming from May 3, 2011 to July 12, 2012. On July 26, 2012, another purported securities class action complaint was filed in the same court by David Stein against the same defendants based upon the same general set of allegations and class period. The complaints allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder and seek unspecified monetary relief, interest, and attorneys’ fees.
On October 22, 2012, the Sacharczyk and Stein actions were consolidated with the Franke action and the Court appointed the City of Atlanta General Employees' Pension Fund and the Teamsters Local 677 Health Services & Insurance Plan as lead plaintiffs. A consolidated complaint was filed on December 21, 2012 and the Company filed a motion to dismiss on February 19, 2013. On September 13, 2013, the Court granted the motion to dismiss with leave to amend for alleged misrepresentations relating to Ashford University’s quality of education, the WSCUC accreditation process and the Company’s financial forecasts. The Court denied the motion to dismiss for alleged misrepresentations concerning Ashford University’s persistence rates. The plaintiff did not file an amended complaint by the October 31, 2013 deadline and therefore the case is now in discovery. On August 6, 2014, the plaintiff filed a motion for class certification, which was granted by the Court on January 15, 2015.
The outcome of this legal proceeding is uncertain at this point because of the many questions of fact and law that may arise. Based on information available to the Company at present, it cannot reasonably estimate a range of loss for this action. Accordingly, the Company has not accrued any liability associated with this action.
Zamir v. Bridgepoint Education, Inc., et al.
On February 24, 2015, a securities class action complaint was filed in the U.S. District Court for the Southern District of California by Nelda Zamir naming the Company, Andrew Clark and Daniel Devine as defendants. The complaint asserts violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, claiming that the defendants made false and materially misleading statements and failed to disclose material adverse facts regarding the Company's business, operations and prospects, specifically regarding the Company’s improper application of revenue recognition methodology to assess collectibility of funds owed by students. The complaint asserts a putative class period stemming from August 7, 2012 to May 30, 2014 and seeks unspecified monetary relief, interest and attorneys' fees. On July 15, 2015, the Court granted plaintiff's motion for appointment as lead plaintiff and for appointment of lead counsel.
The Company has not yet responded to the complaint and anticipates that an amended complaint will be filed in September 2015. The Company intends to vigorously defend against this action. However, the outcome of this legal proceeding is uncertain at this point because of the many questions of fact and law that may arise. Based on information available to the Company at present, it cannot reasonably estimate a range of loss for this action. Accordingly, the Company has not accrued any liability associated with this action.
Shareholder Derivative Actions
In re Bridgepoint, Inc. Shareholder Derivative Action
On July 24, 2012, a shareholder derivative complaint was filed in California Superior Court by Alonzo Martinez. In the complaint, the plaintiff asserts a derivative claim on the Company's behalf against certain of its current and former officers and directors. The complaint is captioned Martinez v. Clark, et al. and generally alleges that the individual defendants breached their fiduciary duties of candor, good faith and loyalty, wasted corporate assets and were unjustly enriched. The lawsuit seeks unspecified monetary relief and disgorgement on behalf of the Company, as well as other equitable relief and attorneys' fees.


22


BRIDGEPOINT EDUCATION, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

On September 28, 2012, a substantially similar shareholder derivative complaint was filed in California Superior Court by David Adolph-Laroche. In the complaint, the plaintiff asserts a derivative claim on the Company's behalf against certain of its current and former officers and directors. The complaint is captioned Adolph-Laroche v. Clark, et al. and generally alleges that the individual defendants breached their fiduciary duties of candor, good faith and loyalty, wasted corporate assets and were unjustly enriched.
On October 11, 2012, the Adolph-Laroche action was consolidated with the Martinez action and the case is now captioned In re Bridgepoint, Inc. Shareholder Derivative Action. A consolidated complaint was filed on December 18, 2012 and the defendants filed a motion to stay the case while the underlying securities class action is pending. The motion was granted by the Court on April 11, 2013. A status conference was held on October 10, 2013, during which the Court ordered the stay continued for the duration of discovery in the securities class action, but permitted the plaintiff to receive copies of any discovery responses served in the underlying securities class action.
Cannon v. Clark, et al.
On November 1, 2013, a shareholder derivative complaint was filed in the U.S. District Court for the Southern District of California by James Cannon. In the complaint, the plaintiff asserts a derivative claim on the Company's behalf against certain of its current officers and directors. The complaint is captioned Cannon v. Clark, et al. and is substantially similar to the previously filed California State Court derivative action now captioned In re Bridgepoint, Inc. Shareholder Derivative Action. In the complaint, plaintiff generally alleges that the individual defendants breached their fiduciary duties of candor, good faith and loyalty, wasted corporate assets and were unjustly enriched. The lawsuit seeks unspecified monetary relief and disgorgement on behalf of the Company, as well as other equitable relief and attorneys' fees. Pursuant to a stipulation among the parties, on January 6, 2014, the Court ordered the case stayed during discovery in the underlying securities class action, but permitted the plaintiff to receive copies of any discovery responses served in the underlying securities class action.
Di Giovanni v. Clark, et al., and Craig-Johnston v. Clark, et al.
On December 9, 2013, two nearly identical shareholder derivative complaints were filed in the United States District Court for the Southern District of California. The complaints assert derivative claims on the Company's behalf against the members of the Company's board of directors as well as against Warburg Pincus & Co., Warburg Pincus LLC, Warburg Pincus Partners LLC, and Warburg Pincus Private Equity VIII, L.P. The two complaints are captioned Di Giovanni v. Clark, et al. and Craig-Johnston v. Clark, et al. The complaints generally allege that all of the defendants breached their fiduciary duties and were unjustly enriched and that the individual defendants wasted corporate assets in connection with the tender offer commenced by the Company on November 13, 2013. The lawsuits seek unspecified monetary relief and disgorgement, as well as other equitable relief and attorneys’ fees. On February 28, 2014, the defendants filed motions to dismiss, which were granted by the Court on October 17, 2014. The plaintiffs filed a notice of appeal on December 8, 2014 and the case is currently under appeal with the United States Court of Appeals for the Ninth Circuit.
Klein v. Clark, et al.
On January 9, 2014, a shareholder derivative complaint was filed in the Superior Court of the State of California in San Diego. The complaint asserts derivative claims on the Company's behalf against the members of the Company's board of directors as well as against Warburg Pincus & Co., Warburg Pincus LLC, Warburg Pincus Partners LLC, and Warburg Pincus Private Equity VIII, L.P. The complaint is captioned Klein v. Clark, et al. and generally alleges that all of the defendants breached their fiduciary duties and were unjustly enriched and that the individual defendants wasted corporate assets in connection with the tender offer commenced by the Company on November 13, 2013. The lawsuit seeks unspecified monetary relief and disgorgement, as well as other equitable relief and attorneys’ fees. On March 21, 2014, the Court granted the parties' stipulation to stay the case until the motions to dismiss in the related federal derivative action were decided. On November 14, 2014, the Court dismissed the case but retained jurisdiction in the event the dismissal in the federal case is reversed on appeal by the United States Court of Appeals for the Ninth Circuit.


23


BRIDGEPOINT EDUCATION, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

Reardon v. Clark, et al.
On March 18, 2015, a shareholder derivative complaint was filed in the Superior Court of the State of California in San Diego. The complaint asserts derivative claims on the Company's behalf against certain of its current and former officers and directors. The complaint is captioned Reardon v. Clark, et al. and generally alleges that the individual defendants breached their fiduciary duties of candor, good faith and loyalty, wasted corporate assets and were unjustly enriched. The lawsuit seeks unspecified monetary relief and disgorgement, as well as other equitable relief and attorneys’ fees. Pursuant to a stipulation among the parties, on May 27, 2015, the Court ordered the case stayed during discovery in the underlying Zamir securities class action, but permitted the plaintiff to receive copies of any discovery conducted in the underlying Zamir securities class action.
Guzman v. Bridgepoint Education, Inc.
In January 2011, Betty Guzman filed a class action lawsuit against the Company, Ashford University and University of the Rockies in the U.S. District Court for the Southern District of California. The complaint is captioned Guzman v. Bridgepoint Education, Inc., et al. and generally alleges that the defendants engaged in misrepresentation and other unlawful behavior in their efforts to recruit and retain students. The complaint asserts a putative class period of March 1, 2005 through the present. In March 2011, the defendants filed a motion to dismiss the complaint, which was granted by the Court with leave to amend in October 2011.
In January 2012, the plaintiff filed a first amended complaint asserting similar claims and the same class period, and the defendants filed another motion to dismiss. In May 2012, the Court granted University of the Rockies’ motion to dismiss and granted in part and denied in part the motion to dismiss filed by the Company and Ashford University. The Court also granted the plaintiff leave to file a second amended complaint. In August 2012, the plaintiff filed a second amended complaint asserting similar claims and the same class period. The second amended complaint seeks unspecified monetary relief, disgorgement of all profits, various other equitable relief, and attorneys’ fees. The defendants filed a motion to strike portions of the second amended complaint, which was granted in part and denied in part. On April 30, 2014, the plaintiff filed a motion for class certification, which was denied by the Court on March 26, 2015. On April 9, 2015, the plaintiff filed a petition for permission to appeal the denial of class certification with the United States Court of Appeals for the Ninth Circuit, which was denied by the Court of Appeals on June 9, 2015.
The outcome of this legal proceeding is uncertain at this point because of the many questions of fact and law that may arise. At present, the Company cannot reasonably estimate a range of loss for this action based on the information available to the Company. Accordingly, the Company has not accrued any liability associated with this action.
Qui Tam Complaints
In December 2012, the Company received notice that the U.S. Department of Justice had declined to intervene in a qui tam complaint filed in the U.S. District Court for the Southern District of California by Ryan Ferguson and Mark T. Pacheco under the federal False Claims Act on March 10, 2011 and unsealed on December 26, 2012. The complaint is captioned United States of America, ex rel., Ryan Ferguson and Mark T. Pacheco v. Bridgepoint Education, Inc., Ashford University and University of the Rockies. The qui tam complaint alleges, among other things, that since March 10, 2005, the Company caused its institutions, Ashford University and University of the Rockies, to violate the federal False Claims Act by falsely certifying to the U.S. Department of Education that the institutions were in compliance with various regulations governing the Title IV programs, including those that require compliance with federal rules regarding the payment of incentive compensation to enrollment personnel, student disclosures, and misrepresentation in connection with the institutions' participation in the Title IV programs. The complaint seeks significant damages, penalties and other relief. On April 30, 2013, the relators petitioned the Court for voluntary dismissal of the complaint without prejudice. The U.S. Department of Justice filed a notice stipulating to the dismissal and the Court granted the dismissal on June 12, 2013.
In January 2013, the Company received notice that the U.S. Department of Justice had declined to intervene in a qui tam complaint filed in the U.S. District Court for the Southern District of California by James Carter and Roger Lengyel under the federal False Claims Act on July 2, 2010 and unsealed on January 2, 2013. The complaint is captioned United States of America, ex rel., James Carter and Roger Lengyel v. Bridgepoint Education, Inc., Ashford University. The qui tam complaint alleges, among other things, that since March 2005, the Company and Ashford University have violated the federal False


24


BRIDGEPOINT EDUCATION, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

Claims Act by falsely certifying to the U.S. Department of Education that Ashford University was in compliance with federal rules regarding the payment of incentive compensation to enrollment personnel in connection with the institution's participation in Title IV programs. Pursuant to a stipulation between the parties, the relators filed an amended complaint on May 10, 2013. The amended complaint is substantially similar to the original complaint and seeks significant damages, penalties and other relief. On January 8, 2014, the Court denied the Company's motion to dismiss and the case is currently in discovery.
The outcome of this legal proceeding is uncertain at this point because of the many questions of fact and law that may arise. Based on information available to the Company at present, it cannot reasonably estimate a range of loss for this action. Accordingly, the Company has not accrued any liability associated with this action.
Cavazos v. Ashford University
On June 22, 2015, Diamond Cavazos filed a purported class action against Ashford University in the Superior Court of the State of California in San Diego. The complaint is captioned Diamond Cavazos v. Ashford University, LLC and generally alleges various wage and hour claims under California law for failure to pay overtime, failure to pay minimum wages and failure to provide rest and meal breaks. The lawsuit seeks back pay, the cost of benefits, penalties and interest on behalf of the putative class members, as well as other equitable relief and attorneys' fees. The Company has not yet responded to the complaint and intends to vigorously defend against it. The outcome of this legal proceeding is uncertain at this point because of the many questions of fact and law that may arise. Based on information available to the Company at present, it cannot reasonably estimate a range of loss for this action. Accordingly, the Company has not accrued any liability associated with this action.
Coleman et al. v. Ashford University
On June 4, 2015, Brandy Coleman and a group of seven other former employees filed a purported class action against Ashford University in the Superior Court of the State of California in San Diego. The complaint is captioned Brandy Coleman v. Ashford University, LLC and generally alleges violations of the California WARN Act for back pay and benefits associated with the termination of the plaintiffs' employment in May 2015. The lawsuit seeks unpaid wages, penalties and interest on behalf of the putative class members, as well as other equitable relief and attorneys' fees. The Company has not yet responded to the complaint and intends to vigorously defend against it. The outcome of this legal proceeding is uncertain at this point because of the many questions of fact and law that may arise. Based on information available to the Company at present, it cannot reasonably estimate a range of loss for this action. Accordingly, the Company has not accrued any liability associated with this action.
14. Subsequent Events
On July 7, 2015, the Company committed to the implementation of a plan to close Ashford University's campus in Clinton, Iowa (the “Clinton Campus”) after the 2015-2016 academic year, at the end of May 2016. The Ashford University Board of Trustees made the decision to close the Clinton Campus following an ongoing review of the University's strategic direction and as a result of the University's inability to meet campus enrollment requirements despite its best efforts to continue maintaining and operating the Clinton Campus. The closure of the Clinton Campus is intended to realign the Company's operations to focus on its core mission of leveraging technology to create innovative solutions that advance learning.
The Company estimates recording a total of approximately $49.0 million to $55.0 million in restructuring and asset impairment charges related to the closure of the Clinton Campus. This estimate consists of non-cash impairment of asset charges of approximately $40.0 million and future cash expenditures relating to (i) student transfer agreement costs of approximately $8.0 million, (ii) severance and retention charges of approximately $3.0 million and (iii) other contract cancellation costs and professional service fees of approximately $1.0 million. The above estimates are based upon several assumptions that are subject to change, including student decisions regarding transfer and the circumstances surrounding the disposition of the campus.


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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following Management's Discussions and Analysis of Financial Condition and Results of Operations should be read in conjunction with our condensed consolidated financial statements and related notes thereto included in Part I, Item 1 of this report. For additional information regarding our financial condition and results of operations, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the Securities and Exchange Commission (the “SEC”) on March 10, 2015 (the “Form 10-K”), as well as our consolidated financial statements and related notes thereto included in Part II, Item 8 of the Form 10-K.
Unless the context indicates otherwise, in this report the terms “Bridgepoint,” “the Company,” “we,” “us” and “our” refer to Bridgepoint Education, Inc., a Delaware corporation, and its wholly owned and indirect subsidiaries.
Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact may be forward-looking statements. Such forward-looking statements may include, among others, statements regarding future events, our future financial performance and operating results, strategies, expectations, the competitive environment, regulation and the availability of financial resources, including, without limitation, statements regarding:
•
our ability to successfully remediate the control deficiencies that gave rise to the material weakness in our internal control over financial reporting discussed in Part I, Item 4, “Controls and Procedures”;
•
Ashford University's operation of an accredited institution subject to the requirements of the California Bureau for Private Postsecondary Education;
•
our ability to comply with the extensive and continually evolving regulatory framework applicable to us and our institutions, including Title IV of the Higher Education Act of 1965, as amended (the “Higher Education Act”), and its implementing regulations, the newly issued Gainful Employment rules and regulations, state laws and regulatory requirements, and accrediting agency requirements;
•
expectations regarding financial position, results of operations, liquidity and enrollment at our institutions;
•
projections, predictions, expectations, estimates or forecasts as to our business, financial and operating results and future economic performance;
•
expectations regarding the closure of Ashford University's campus in Clinton, Iowa (the "Clinton Campus") after the 2015-2016 academic year;
•
new initiatives focused on student success and academic quality;
•
changes in our student fee structure;
•
expectations regarding the adequacy of our cash and cash equivalents and other sources of liquidity for ongoing operations;
•
expectations regarding investment in online and other advertising and capital expenditures;
•
our anticipated seasonal fluctuations in results of operations;
•
management's goals and objectives; and
•
other similar matters that are not historical facts.
Forward-looking statements may generally be identified by the use of words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar expressions, as well as statements in the future tense.
Forward-looking statements should not be interpreted as a guarantee of future performance or results and will not necessarily be accurate indications of the times at or by which such performance or results will be achieved. Forward-looking statements are based on information available at the time such statements are made and the current good faith beliefs,


26

expectations and assumptions of management regarding future events. Such statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. For a discussion of some of these risks and uncertainties, see Part II, Item 1A, “Risk Factors” as well as the discussion of such risks and uncertainties contained in our other filings with the SEC, including the Form 10-K.
All forward-looking statements in this report are qualified in their entirety by the cautionary statements included in this report, and you should not put undue reliance on any forward-looking statements. These forward-looking statements speak only as of the date of this report. We assume no obligation to update or revise any forward-looking statements contained herein to reflect actual results or any changes in our assumptions or expectations or any other factors affecting such forward-looking statements, except to the extent required by applicable securities laws. If we do update or revise one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
Overview
We are a provider of postsecondary education services. Our academic institutions, Ashford University® and University of the RockiesSM, offer associate's, bachelor's, master's and doctoral programs online as well as at their traditional campuses located in Iowa and Colorado, respectively. On July 7, 2015, the Ashford University Board of Trustees made the decision to close Ashford University's campus in Iowa after the 2015-2016 academic year, at the end of May 2016, following the implementation of a one-year teach-out plan.
As of June 30, 2015, our institutions offered approximately 1,580 courses, 80 degree programs and 160 specializations. We are also focused on developing innovative new technologies to improve the way students learn, such as Constellation®, our proprietary learning platform, and the mobile learning applications offered by our institutions.
Key operating data
In evaluating our operating performance, our management focuses in large part on revenue, operating income and period-end enrollment at our academic institutions, both online and campus-based. The following table, which should be read in conjunction with our condensed consolidated financial statements contained elsewhere in this report, presents our key operating data for the three and six months ended June 30, 2015 and 2014 (in thousands, except for enrollment data):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Consolidated Statement of Income Data:
 
 
 
 
 
Revenue
$
147,057

 
$
171,522

 
$
289,575

 
$
328,792

Operating income (loss)
(512
)
 
22,414

 
(1,712
)
 
14,556

 
 
 
 
 
 
 
 
Consolidated Other Data:
 
 
 
 
 
 
 
Period end enrollment (1)
 
 
 
 
 
 
 
Online
50,516

 
60,477

 
50,516

 
60,477

Campus
533

 
640

 
533

 
640

Total
51,049

 
61,117

 
51,049

 
61,117

(1)
We define period end enrollment as the number of active students on the last day of the financial reporting period. A student is considered active if the student has attended a class within the prior 15 days or is on an institutionally-approved break not to exceed 45 days, unless the student has graduated or provided a notice of withdrawal.
Key enrollment trends
Enrollment at our combined academic institutions decreased 16.5% as compared to the same period last year, from 61,117 students at June 30, 2014 to 51,049 students at June 30, 2015. Enrollment also decreased 8.6% since the end of the preceding fiscal year, from 55,823 students at December 31, 2014 to 51,049 students at June 30, 2015.


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In recent years, we have experienced a general decline in student enrollment, revenue and operating income. We believe the decline is a result of a general weakening in the overall industry due to regulatory scrutiny, as well as the initiatives our institutions have put in place to help ensure student preparedness, raise academic quality and improve student outcomes.
Trends and uncertainties regarding revenue and continuing operations
In recent years, Ashford University made many changes to its operations and business initiatives as part of its reapplication for initial accreditation from WASC Senior College and University Commission, or WSCUC, formerly referred to as WASC. These initiatives included hiring new leadership, implementing smaller class sizes, expanding minimum age-levels for students, implementing the Ashford Promise (an initiative that allows online students a full refund for all tuition and fees through the third week of their first class), hiring additional full-time faculty, and implementing new program review models. Many of these initiatives have resulted in higher expense to the organization, primarily in the areas of instructional costs and services, and have contributed to the decline in new enrollment and resulting decline in revenue.
As part of our continued efforts to streamline our operations, in the second quarter of 2015 we reassessed our obligations on non-cancelable leases. During the three months ended June 30, 2015, we recorded $12.3 million as restructuring and impairment charges relating to lease exit costs, which primarily related to properties in San Diego. Additionally, in the second quarter of 2015, we recognized an impairment charge of $1.3 million as restructuring and impairment charges relating to the write off of certain fixed assets. We have also implemented reductions in force to help better align personnel resources with the decline in enrollment. In the second quarter of 2015, we implemented a reduction in force for which we recognized $0.8 million as restructuring and impairment charges relating to severance costs for wages and benefits during the three months ended June 30, 2015. We anticipate these costs will be fully paid out by the end of the third quarter of 2015 from existing cash on hand.
On July 7, 2015, the Ashford University Board of Trustees made the decision to close the Clinton Campus after the 2015-2016 academic year, at the end of May 2016, following the implementation of a one-year teach-out plan. The Ashford University Board of Trustees made the decision to close the Clinton Campus following an ongoing review of the university's strategic direction and as a result of the university's inability to meet campus enrollment requirements despite its best efforts to continue maintaining and operating the Clinton Campus. The closure of the Clinton Campus is intended to realign the Company's operations to focus on its core mission of leveraging technology to create innovative solutions that advance learning.
We estimate recording a total of approximately $49.0 million to $55.0 million in restructuring and asset impairment charges related to the closure of the Clinton Campus. This estimate consists of non-cash impairment of asset charges of approximately $40.0 million and future cash expenditures relating to (i) student transfer agreement costs of approximately $8.0 million, (ii) severance and retention charges of approximately $3.0 million and (iii) other contract cancellation costs and professional service fees of approximately $1.0 million. The above estimates are based upon several assumptions that are subject to change, including student decisions regarding transfer and the circumstances surrounding the disposition of the campus.
Each reporting period, we estimate the likelihood that we will be able to recover our deferred tax assets. The realization of deferred tax assets is dependent upon future taxable income. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, we consider all available evidence, including past operating results, estimates of future taxable income given current business conditions affecting us, and the feasibility of ongoing tax planning strategies. As of June 30, 2015, we believe that our deferred tax assets are more likely than not to be realized through sufficient levels of future taxable income. However, if it becomes more likely than not that the deferred tax assets will not be utilized due to insufficient future taxable income, or will not otherwise be realizable, we will recognize a valuation allowance at that time. This may materially increase our income tax expense in future periods, and our earnings and financial position would be adversely affected in the period or periods in which a valuation allowance is recorded.
Liquidity and capital resources and anticipated capital expenditures
We have financed our operating activities and capital expenditures during 2015 and 2014 primarily through cash on hand and cash provided by operating activities. At June 30, 2015, we had cash, cash equivalents, restricted cash and investments totaling $362.7 million and no long-term debt. For the year ending December 31, 2015, we expect capital expenditures to be approximately $8.0 million. Based on our current level of operations, we believe that our cash flows from operating activities


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and our existing cash and cash equivalents will provide adequate funds for ongoing operations, planned capital expenditures and working capital requirements for at least the next 12 months. However, there can be no assurance that changes will not occur that would consume our available capital resources before that time. Our capital requirements depend on numerous factors, including our ability to continue to generate revenue. There can be no assurance that additional funding, if necessary, will be available to us on favorable terms, if at all.
Recent Regulatory Developments
Negotiated Rulemaking and Other Executive Action
The U.S. Department of Education (the “Department”) held Program Integrity and Improvement negotiated rulemaking sessions in February, March, April and May 2014 that focused on topics including, but not limited to, cash management of Title IV program funds, state authorization for programs offering distance or correspondence education, credit and clock hour conversions, the retaking of coursework, and the definition of “adverse credit” for PLUS borrowers. No consensus resulted from the rulemaking sessions. As a result, the Department had discretion to propose Program Integrity regulations in these areas.
On August 8, 2014, the Department published a Notice of Proposed Rulemaking proposing new regulations regarding the federal Direct PLUS loan program. The final regulations, effective July 1, 2015, update the standards for determining if a potential parent or student borrower has an adverse credit history for purposes of eligibility for a PLUS loan. Specifically, the regulations revise the definition of “adverse credit history” and require that parents and students who have an adverse credit history, but who are approved for a PLUS loan on the basis of extenuating circumstances or who obtain an endorser for the PLUS loan, must receive loan counseling before receiving the loan.
Three negotiated rulemaking sessions between January and March of 2014 resulted in draft regulations to enact changes to the Jeanne Clery Disclosure of Campus Security Policy and Campus Crime Statistics Act (the “Clery Act”) required by the enactment of the Violence Against Women Act (“VAWA”). The Department published final regulations in the Federal Register on Monday, October 20, 2014, effective July 1, 2015. Among other things, VAWA requires institutions to compile statistics for additional incidents to those currently required by the Clery Act and include certain policies, procedures and programs pertaining to these incidents in annual security reports.
On September 3, 2014, the Department published a notice in the Federal Register to announce its intention to establish a negotiated rulemaking committee to prepare proposed regulations for the William D. Ford Federal Direct Loan Program authorized by the Higher Education Act. Two public hearings were held in October and November of 2014. On December 19, 2014, the Department published a notice to announce its intention to establish the committee to (i) prepare proposed regulations to establish a new Pay as Your Earn repayment plan for those not covered by the existing Federal Direct Loan Program and (ii) establish procedures for Federal Family Education Loan Program (“FFEL Program”) loan holders to use to identify U.S. military service members who may be eligible for a lower interest rate on their FFEL Program loans. The committee met in February, March and April of 2015. On July 9, 2015, the Department published a Notice of Proposed Rulemaking proposing to amend the regulations governing the Federal Direct Loan Program to create a new income-contingent repayment plan in accordance with President Obama's initiative to allow more Federal Direct Loan Program borrowers to cap their loan payments at 10% of their monthly income.
On October 30, 2014, the Obama administration announced that the Department will lead an effort to formalize an interagency task force to conduct oversight of for-profit institutions of higher education, especially regarding alleged unfair, deceptive, and abusive policies and practices. The task force will include the Departments of Justice, Treasury and Veterans Affairs, as well as the Consumer Financial Protection Bureau, Federal Trade Commission, the Securities and Exchange Commission, and state Attorneys General. The stated purpose of the task force is to “coordinate...activities and promote information sharing to protect students from unfair, deceptive and abusive policies and practices.”
On March 24, 2015, the Department's Office of Inspector General (the “OIG”) issued a final audit report titled “Federal Student Aid's Oversight of Schools' Compliance with the Incentive Compensation Ban.” In its report, the OIG concluded that the Department's Office of Federal Student Aid (the “FSA”) failed to (i) revise its enforcement procedures and guidance after the Department eliminated the incentive compensation safe harbors in 2010, (ii) develop procedures and guidance on appropriate enforcement action and (iii) properly resolve incentive compensation ban findings. In response to the report, the OIG and the FSA agreed on corrective action that may increase scrutiny and enforcement action related to payment of incentive compensation.


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On May 18, 2015, the Department published a Notice of Proposed Rulemaking to amend cash management regulations related to Title IV program funds. The proposed regulations address student access to Title IV program funds, financial account fees and the opening of financial accounts. The proposed regulations also clarify how the Department treats previously passed coursework for Title IV eligibility purposes, and streamline the requirements for converting clock hours to credit hours.
On June 8, 2015, the Department held a press conference and released a document entitled “Fact Sheet: Protecting Students from Abusive Career Colleges” in which the Department announced processes that will be established to assist students who may have been the victims of fraud in gaining relief under the “defense to repayment” provisions of the federal Direct Loan program regulations. Rarely used in the past, the defense to repayment provisions allow a student to assert as a defense against repayment of federal Direct Loans any commission of fraud or other violation of applicable state law by the school related to such loans or the educational services paid for. The processes outlined by the Department on June 8 include (i) extending debt relief eligibility to groups of students where possible, (ii) providing loan forbearance and pausing payments while claims are being resolved, (iii) appointing a Special Master dedicated to borrower defense issues for students who believe they have a defense to repayment, (iv) establishing a streamlined process and (v) building a better system for debt relief for the future. The Department noted that building a better system for debt relief would involve developing new regulations to clarify and streamline loan forgiveness under the defense to repayment provisions, while maintaining or enhancing current consumer protection standards and strengthening provisions that hold schools accountable for actions that result in loan discharges.
Gainful Employment
On October 31, 2014, the Department published new Gainful Employment regulations impacting programs required to prepare graduates for gainful employment in a recognized occupation. Almost all academic programs offered by Title IV-participating private sector institutions of higher education must prepare students for gainful employment in a recognized occupation. The new Gainful Employment regulations became effective July 1, 2015, except for certain disclosure requirements that are expected to be effective in early 2017.
The new Gainful Employment regulations have a framework with three components:
•
Certification: Institutions must certify that each of their gainful employment programs meet state and federal licensure, certification and accreditation requirements.
•
Accountability Measures: To maintain Title IV eligibility, gainful employment programs will be required to meet minimum standards for the debt burden versus the earnings of their graduates.
◦
Pass: Programs whose graduates have annual loan payments less than 8% of total earnings or less than 20% of discretionary earnings.
◦
Zone: Programs whose graduates have annual loan payments between 8% and 12% of total earnings or between 20% and 30% of discretionary earnings.
◦
Fail: Programs whose graduates have annual loan payments greater than 12% of total earnings and greater than 30% of discretionary earnings.
Programs that fail in two out of any three consecutive years or are in the Zone for four consecutive years will be disqualified from participation in the Title IV programs.
•
Transparency: Institutions will be required to make public disclosures regarding the performance and outcomes of their gainful employment programs. The disclosures will include information such as costs, earnings, debt and completion rates.
The accountability measures will typically weigh a calculated debt burden from graduates who completed their studies three and four years prior to the measuring academic year and earnings from the most recent calendar year prior to the conclusion of the measuring academic year. Thus for the 2014-2015 academic year, the cohort will include graduates from the 2010-2011 and 2011-2012 academic years and earnings for these graduates from calendar year 2014.
The regulations contemplate a transition period in the first several years to afford institutions the opportunity to make changes to their programs and retain Title IV eligibility. Because the information necessary to determine how our programs will fare under the accountability measures is not available at this time, we are unable to reliably predict the impact of the new


30

Gainful Employment regulations. However, we are using currently available data to evaluate whether certain programs are at risk of failing under the new requirements.
Cohort Default Rate
For each federal fiscal year, the Department calculates a rate of student defaults over a three-year measuring period for each educational institution, which is known as a “cohort default rate.” An institution may lose its eligibility to participate in the Direct Loan and Pell programs if, for each of the three most recent federal fiscal years, 30% or more of its students who became subject to a repayment obligation in that federal fiscal year defaulted on such obligation by the end of the following federal fiscal year.
The three-year cohort default rates for Ashford University for the 2011, 2010 and 2009 federal fiscal years, were 15.3%, 16.3% and 19.8%, respectively. The three-year cohort default rates for University of the Rockies for the 2011, 2010 and 2009 federal fiscal years, were 6.6%, 8.0% and 3.3%, respectively.
For a more detailed discussion of the regulatory environment and related risks, refer to Part I, Item 1, “Business” and Part I, Item 1A, “Risk Factors” of the Form 10-K.
Seasonality
Our operations are generally subject to seasonal trends. While we enroll students throughout the year, our fourth quarter revenue generally is lower than other quarters due to the holiday break in December. We generally experience a seasonal increase in new enrollments in August and September of each year when most other colleges and universities begin their fall semesters. As our growth rate declines, we expect seasonal fluctuations in results of operations to become more apparent as a result of changes in the level of student enrollment.
Critical Accounting Policies and Use of Estimates
The critical accounting policies and estimates used in the preparation of our consolidated financial statements are described in “Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Use of Estimates” included in Part II, Item 7 of the Form 10-K. There were no material changes to these critical accounting policies and estimates during the six months ended June 30, 2015.
The Iran Threat Reduction and Syria Human Rights Act of 2012
During the first half of 2015, Santander Asset Management Investment Holdings Limited (“SAMIH”) engaged in certain activities that are subject to disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Exchange Act. These activities are disclosed in Exhibit 99.1 to this quarterly report. Affiliates of Warburg Pincus, LLC (i) beneficially own more than 10% of our outstanding common stock and are members of our board of directors and (ii) beneficially own more than 10% of the equity interests of and have the right to designate members of the board of directors of SAMIH. We will be required to separately file with the SEC, concurrently with this quarterly report, a notice that such activities have been disclosed in this quarterly report, which notice must also contain the information required by Section 13(r) of the Exchange Act.


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Results of Operations
The following table sets forth our condensed consolidated statements of income data as a percentage of revenue for each of the periods indicated:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Revenue
100.0
 %
 
100.0
%
 
100.0
 %
 
100.0
%
Costs and expenses:
 
 
 
 
 
 
 
Instructional costs and services
48.6

 
44.8

 
50.6

 
48.6

Admissions advisory and marketing
33.0

 
32.4

 
34.8

 
36.9

General and administrative
9.0

 
9.8

 
10.2

 
10.0

Restructuring and impairment charges
9.8

 
—

 
5.0

 
—

Total costs and expenses
100.4

 
87.0

 
100.6

 
95.5

Operating income (loss)
(0.4
)
 
13.0

 
(0.6
)
 
4.5

Other income, net
0.2

 
0.4

 
0.4

 
0.3

Income (loss) before income taxes
(0.2
)
 
13.4

 
(0.2
)
 
4.8

Income tax expense
0.3

 
5.8

 
0.1

 
2.2

Net income (loss)
(0.5
)%
 
7.6
%
 
(0.3
)%
 
2.6
%
Three Months Ended June 30, 2015 Compared to Three Months Ended June 30, 2014
Revenue.  Our revenue for the three months ended June 30, 2015 was $147.1 million, representing a decrease of $24.4 million, or 14.3%, as compared to revenue of $171.5 million for the three months ended June 30, 2014. The decrease between periods was primarily due to the 16.5% decrease in ending student enrollment at our academic institutions, from 61,117 students at June 30, 2014 to 51,049 students at June 30, 2015. The average weekly enrollment during the three months ended June 30, 2015 decreased to 53,161 students from 63,064 students during the three months ended June 30, 2014, or by 15.7%, which resulted in a decrease in tuition revenue of approximately $24.7 million. The decrease in revenue between periods was also due to a $0.2 million decrease in revenue generated from Constellation. The decrease in revenue was partially offset by an approximately 2.3% tuition increase effective April 1, 2015, which resulted in an increase in revenue of $2.8 million, as well as an increase in technology fee revenue of $0.5 million. Institutional scholarships provided by our institutions was $26.0 million for the three months ended June 30, 2015 and June 30, 2014, or 17.7% of revenue and 15.2% of revenue, respectively.
Instructional costs and services.  Our instructional costs and services for the three months ended June 30, 2015 were $71.4 million, representing a decrease of $5.5 million, or 7.1%, as compared to instructional costs and services of $76.9 million for the three months ended June 30, 2014. Specific decreases between periods include direct compensation of $3.4 million (in the areas of academic management, financial aid support and student services), facilities costs of $1.8 million, instructor fees of $1.5 million and license fees of $0.5 million. These decreases were partially offset by an increase in bad debt expense of $1.6 million. Instructional costs and services increased as a percentage of revenue to 48.6% for the three months ended June 30, 2015, as compared to 44.8% for the three months ended June 30, 2014. The increase of 3.8% as a percentage of revenue included increases in bad debt expense of 1.6%, corporate support services of 1.3% and information technology costs of 0.7%. As a percentage of revenue, bad debt expense was 4.7% for the three months ended June 30, 2015, compared to 3.1% for three months ended June 30, 2014. We continue to focus on enhancing our processes and procedures around bad debt and our accounts receivable, including efficiencies in financial aid processing in order to reduce processing time, improved collection efforts on accounts receivable, and improved counseling to students about the financial aid process and related eligibility and amounts due from the student.
Admissions advisory and marketing.  Our admissions advisory and marketing expenses for the three months ended June 30, 2015 were $48.5 million, representing a decrease of $7.0 million, or 12.6%, as compared to admissions advisory and marketing expenses of $55.5 million for the three months ended June 30, 2014. Specific factors contributing to the overall decrease between periods were decreases in professional services relating to branding of $6.6 million and selling compensation of $1.3 million, partially offset by increases in direct advertising costs of $0.7 million. As a percentage of revenue, our


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admissions advisory and marketing expenses increased to 33.0% for the three months ended June 30, 2015 as compared to 32.4% for the three months ended June 30, 2014. The increase of 0.6% as a percentage of revenue was primarily due to the increases in direct advertising costs of 1.9%, selling compensation of 1.6% and information technology costs of 0.5%, partially offset by decreases in professional services relating to branding of 3.8%.
General and administrative.  Our general and administrative expenses for the three months ended June 30, 2015 were $13.2 million, as compared to general and administrative expenses of $16.7 million for the three months ended June 30, 2014, representing a decrease of $3.5 million, or 20.9%. The decrease between periods was primarily due to decreases in administrative compensation of $1.8 million and support services of $0.9 million, partially offset by increases in other administrative costs of $1.1 million. Our general and administrative expenses decreased as a percentage of revenue to 9.0% for the three months ended June 30, 2015, as compared to 9.8% for the three months ended June 30, 2014. The decrease of 0.8% as a percentage of revenue was primarily due to a decrease in information technology costs of 1.9%, partially offset by an increase in other administrative costs of 1.3%.
Restructuring and impairment charges.  Our restructuring and impairment charges for the three months ended June 30, 2015 were $14.4 million, and relate to $12.3 million of lease exit costs for properties in San Diego, an additional $1.3 million for the write off of certain related fixed assets, and $0.8 million relating to severance costs for wages and benefits resulting from a reduction in force to help better align personnel resources with the decline in enrollment. There were no such charges for the three months ended June 30, 2014.
Other income, net.  Other income, net, was $0.3 million for the three months ended June 30, 2015 and $0.7 million for the three months ended June 30, 2014. The fluctuations in this account are primarily a result of changes in interest income due to the levels of average cash and cash equivalents and investment balances.
Income tax expense.  We recognized income tax expense for the three months ended June 30, 2015 of $0.5 million and for the three months June 30, 2014 of $10.2 million at effective tax rates of (289.2)% and 44.0%, respectively. The decrease in our effective tax rate between periods was primarily due to the effect of the pre-tax loss in the three months ended June 30, 2015 at a near break-even level along with the relatively constant nondeductible expenses year over year, and an increase in reserves for uncertain tax positions and related accrued interest in the current year. The negative effective tax rate is due to income tax expense on a pre-tax loss.
Net income (loss).  Net loss was $0.7 million for the three months ended June 30, 2015 compared to net income of $13.0 million for the three months ended June 30, 2014, a decrease of $13.7 million as a result of the factors discussed above.
Six Months Ended June 30, 2015 Compared to Six Months Ended June 30, 2014
Revenue.    Our revenue for the six months ended June 30, 2015 was $289.6 million, representing a decrease of $39.2 million, or 11.9%, as compared to revenue of $328.8 million for the six months ended June 30, 2014. The decrease between periods was primarily due to the 16.5% decrease in ending student enrollment at our academic institutions, from 61,117 students at June 30, 2014 to 51,049 students at June 30, 2015. The average weekly enrollment during the six months ended June 30, 2015 decreased to 54,651 from 63,631 during the six months ended June 30, 2014, or by 14.1%, which resulted in a decrease in tuition revenue of approximately $40.2 million. The decrease in revenue between periods was also due to a slight increase in institutional scholarships of $0.2 million. The decrease in revenue was partially offset by an approximately 2.3% tuition increase effective April 1, 2015, which resulted in an increase in revenue of $5.4 million, as well as an increase in technology fee revenue of $1.2 million, which resulted from technology fees of $5.9 million, or 2.0% of revenue, for the six months ended June 30, 2015, compared to $4.7 million, or 1.4% of revenue, for the six months ended June 30, 2014.
Instructional costs and services.    Our instructional costs and services for the six months ended June 30, 2015 were $146.5 million, representing a decrease of $13.4 million, or 8.4%, as compared to instructional costs and services of $159.9 million for the six months ended June 30, 2014. Specific decreases between periods include direct compensation of $7.5 million (in the areas of academic management, financial aid support and student services), facilities costs of $2.9 million, instructor fees of $2.5 million, license fees of $1.0 million and information technology costs of $0.8 million, partially offset by an increase in bad debt expense of $2.5 million. Instructional costs and services increased as a percentage of revenue to 50.6% for the six months ended June 30, 2015, as compared to 48.6% for the six months ended June 30, 2014. The increase of 2.0% as a percentage of revenue included increases in bad debt expense of 1.4%, corporate support services of 0.8% and information technology costs of 0.3%, partially offset by a decrease in direct compensation of 0.4%. As a percentage of revenue, bad debt expense was 5.3% for the six months ended June 30, 2015, compared to 3.9% for six months ended June 30, 2014. We continue


33

to focus on enhancing our processes and procedures around bad debt and our accounts receivable, including improvements and efficiencies in financial aid processing in order to reduce the processing timeline, improved collection efforts on accounts receivable, and improved counseling to students about the financial aid process and related eligibility and amounts due from the student.
Admissions advisory and marketing.    Our admissions advisory and marketing expenses for the six months ended June 30, 2015 were $100.8 million, representing a decrease of $20.5 million, or 16.9%, as compared to admissions advisory and marketing expenses of $121.3 million for the six months ended June 30, 2014. Specific factors contributing to the overall decrease between periods were decreases in professional services relating to branding of $15.6 million, selling compensation of $5.5 million and facilities costs of $1.7 million, partially offset by an increase in advertising costs of $2.0 million. As a percentage of revenue, our admissions advisory and marketing expenses decreased to 34.8% for the six months ended June 30, 2015 as compared to 36.9% for the six months ended June 30, 2014. The decrease of 2.1% as a percentage of revenue was primarily due to a decrease in professional services relating to branding of 4.7%, partially offset by increases in advertising costs of 2.0%, selling compensation of 0.3% and license fees of 0.3%.
General and administrative.    Our general and administrative expenses for the six months ended June 30, 2015 were $29.6 million, representing a decrease of $3.4 million, or 10.4%, as compared to general and administrative expenses of $33.0 million for the six months ended June 30, 2014. The decrease between periods was primarily due to a decrease in administrative compensation of $2.8 million. Our general and administrative expenses increased as a percentage of revenue to 10.2% for the six months ended June 30, 2015, compared to 10.0% for the six months ended June 30, 2014. The increase of 0.2% as a percentage of revenue included an increase in other administrative costs of 1.1%, partially offset by a decrease in information technology costs of 0.8%.
Restructuring and impairment charges.  Our restructuring and impairment charges for the six months ended June 30, 2015 were $14.4 million, and relate to $12.3 million of lease exit costs for properties in San Diego, an additional $1.3 million for the write off certain related fixed assets, and $0.8 million relating to severance costs for wages and benefits resulting from a reduction in force to help better align personnel resources with the decline in enrollment. There were no such charges for the six months ended June 30, 2014.
Other income, net.    Other income, net, was $1.0 million for the six months ended June 30, 2015, as compared to $1.1 million for the six months ended June 30, 2014, representing a decrease of $0.1 million. The decrease between periods was primarily due to decreased interest income on average cash balances.
Income tax expense.    We recognized income tax expense for the six months ended June 30, 2015 of $0.3 million and for the six months ended June 30, 2014 of $7.0 million at effective tax rates of (50.5)% and 44.8%, respectively. The decrease in our effective tax rate between periods was primarily due to the effect of the pre-tax loss on relatively constant nondeductible expenses year over year, and an increase in reserves for uncertain tax positions and related accrued interest in the current year. The negative effective tax rate is due to income tax expense on a pre-tax loss.
Net income (loss).    Net loss was $1.0 million for the six months ended June 30, 2015 compared to net income of $8.6 million for the six months ended June 30, 2014, a decrease of $9.6 million as a result of the factors discussed above.



34

Liquidity and Capital Resources
We financed our operating activities and capital expenditures during the six months ended June 30, 2015 and 2014, through either cash on hand or through cash provided by operating activities. Our cash and cash equivalents were $261.0 million at June 30, 2015, and $207.0 million at December 31, 2014. At June 30, 2015 and December 31, 2014, we had restricted cash of $28.1 million and $25.9 million, respectively. At June 30, 2015 and December 31, 2014, we had investments of $73.5 million and $123.6 million, respectively.
We manage our excess cash pursuant to the quantitative and qualitative operational guidelines of our cash investment policy. Our cash investment policy, which is managed by our chief financial officer, has the following primary objectives: preserving principal, meeting our liquidity needs, minimizing market and credit risk, and providing after-tax returns. Under the policy's guidelines, we invest our excess cash exclusively in high-quality, U.S. dollar-denominated financial instruments. For a discussion of the measures we use to mitigate the exposure of our cash investments to market risk, credit risk and interest rate risk, see Part I, Item 3, “Quantitative and Qualitative Disclosures About Market Risk.”
There was a slight decrease in the fair value of our short- and long-term investments at June 30, 2015, as compared to December 31, 2014. We believe that any fluctuations we have recently experienced are temporary in nature and that while some of our securities are classified as available-for-sale, we have the ability and intent to hold them until maturity, if necessary, to recover their full value.
Available borrowing facilities
We previously had a $50 million revolving line of credit (the “Facility”) pursuant to an Amended and Restated Revolving Credit Agreement (the “Revolving Credit Agreement”) with the lenders signatory thereto and Comerica Bank (“Comerica”). The Facility had an original term of three years and expired on April 13, 2015. Up through the date of expiration of the Facility, we had no borrowings outstanding under the Facility.
Under the Revolving Credit Agreement and the documents executed in connection therewith (collectively, the “Facility Loan Documents”), the lenders also agreed to make loans to us and issue letters of credit on our behalf, subject to specific terms and conditions. We had previously used the availability under the Facility to issue letters of credit, but subsequent to the expiration of the Facility, we collateralized the letters of credit with cash in the aggregate amount of $6.6 million, which is included as restricted cash as of June 30, 2015.
The Facility Loan Documents contained other customary affirmative, negative and financial maintenance covenants, representations and warranties, events of default, and remedies upon an event of default, including the acceleration of debt and the right to foreclose on the collateral securing the Facility. Up through the date of expiration of the Facility, we had no outstanding financial covenants in the Facility Loan Documents.
For more information about the Facility Loan Documents, see Note 8, “Credit Facilities” to our condensed consolidated financial statements included in Part I, Item 1 of this report.
Title IV funding
Our institutions derive the substantial majority of their respective revenues from students who enroll and are eligible for various federal student financial assistance programs authorized under Title IV of the Higher Education Act. Our institutions are subject to significant regulatory scrutiny as a result of numerous standards that must be satisfied in order to participate in Title IV programs. If we were to become ineligible to receive Title IV funding, our liquidity would be significantly impacted. For more information regarding Title IV programs and the regulation thereof, see “Business—Regulation” included in Part I, Item 1 of the Form 10-K. The balance of revenues derived by our institutions is from government tuition assistance programs for military personnel, including veterans, payments made in cash by individuals, reimbursement from corporate affiliates, private loans and internal loan programs.
The timing of disbursements under Title IV programs is based on federal regulations and our ability to successfully and timely arrange financial aid for our institutions' students. Title IV funds are generally provided in multiple disbursements before we earn a significant portion of tuition and fees and incur related expenses over the period of instruction. Students must apply for new loans and grants each academic year. These factors, together with the timing at which our institutions' students begin their programs, affect our revenues and operating cash flow.


35

Operating activities
Net cash provided by operating activities was $14.8 million for the six months ended June 30, 2015, as compared to net cash used in operating activities of $3.8 million for the six months ended June 30, 2014, an overall increase in net cash provided by operating activities of $18.6 million between periods. This increase was primarily due to the $12.3 million non-cash charge for termination of leased space in the current period. Another contributing factor was the relative change in the deferred revenue and student deposits balances between periods of $11.2 million, which resulted from a smaller decrease in these balances in the current period due to a smaller decline in student enrollment. Additional factors that contributed to the increase in net cash provided by operating activities included the timing of payments on accounts payable and accrued liabilities. These increases were offset by the higher net loss of $9.6 million between periods. We expect to generate cash from our operating activities for the foreseeable future.
Investing activities
Net cash provided by investing activities was $39.8 million for the six months ended June 30, 2015, as compared to net cash used in investing activities of $60.9 million for the six months ended June 30, 2014. During the six months ended June 30, 2015, we had purchases of investments of $0.2 million, but sales and maturities of $50.2 million. This is compared to purchases of investments of $72.4 million and sales and maturities of $20.0 million in the same period in 2014. Capital expenditures for the six months ended June 30, 2015 were $2.2 million, compared to $6.2 million for the six months ended June 30, 2014. We expect our capital expenditures to be approximately $8.0 million for the year ending December 31, 2015.
Financing activities
Net cash used in financing activities was $0.6 million for the six months ended June 30, 2015, as compared to net cash provided by financing activities of $2.7 million for the six months ended June 30, 2014. During each of the six months ended June 30, 2015 and June 30, 2014, net cash provided by financing activities includes the cash provided by stock option exercises, including any related tax benefit of those stock option exercises. During each of the six months ended June 30, 2015 and June 30, 2014, net cash used in financing activities includes tax withholdings related to the issuance of shares upon the vesting of restricted stock units.
Based on our current level of operations, we believe that our future cash flows from operating activities and our existing cash and cash equivalents will provide adequate funds for ongoing operations, planned capital expenditures and working capital requirements for at least the next 12 months.
Off-Balance Sheet Arrangements
As part of our normal business operations, we are required to provide surety bonds in certain states where we do business. In May 2009, we entered into a surety bond facility with an insurance company to provide such bonds when required. As of June 30, 2015, our total available surety bond facility was $12.0 million and the surety had issued bonds totaling $3.5 million on our behalf under such facility.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, Revenue Recognition. This literature is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The accounting guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The standard is expected to be effective for the first interim period within fiscal years beginning after December 15, 2017, using one of two retrospective application methods. We continue to evaluate the impacts, if any, the adoption of ASU 2014-09 will have on our financial position or results of operations.
In January 2015, the FASB issued ASU 2015-01, Income Statement—Extraordinary and Unusual Items (Subtopic 225-20). This update simplifies the income statement presentation requirements and eliminates from accounting principles generally accepted in the United States (“GAAP”) the concept of extraordinary items, and essentially deletes the requirements in Subtopic 225-20. However, the presentation and disclosure guidance for items that are unusual in nature or occur


36

infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The amendments may be applied prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. We adopted ASU 2015-01 effective April 1, 2015, and such adoption does not have a material effect on our consolidated financial statements.
Item 3.    Quantitative and Qualitative Disclosures About Market Risk.
Market and Credit Risk
Pursuant to our cash investment policy, we attempt to mitigate the exposure of our cash and investments to market and credit risk by (i) diversifying concentration to ensure that we are not overly concentrated in a limited number of financial institutions, (ii) monitoring and managing the risks associated with the national banking and credit markets, (iii) investing in U.S. dollar-denominated assets and instruments only, (iv) diversifying account structures so that we maintain a decentralized account portfolio with numerous stable, highly-rated and liquid financial institutions and (v) ensuring that our investment procedures maintain a defined and specific scope such that we will not invest in higher-risk investment accounts, including financial swaps or derivative and corporate equities. Accordingly, pursuant to the guidelines established by our cash investment policy, we invest our excess cash exclusively in high-quality, U.S. dollar-denominated financial instruments.
Despite the investment risk mitigation strategies we employ, we may incur investment losses as a result of unusual and unpredictable market developments, and we may experience reduced investment earnings if the yields on investments that are deemed to be low risk remain low or decline further in this time of economic uncertainty. Unusual and unpredictable market developments may also create liquidity challenges for certain of the assets in our investment portfolio.
We have no derivative financial instruments or derivative commodity instruments.
Interest rate risk
To the extent we borrow funds, we would be subject to fluctuations in interest rates. As of June 30, 2015, we had no outstanding borrowings.
Our future investment income may fall short of expectations due to changes in interest rates. At June 30, 2015, a hypothetical 10% increase or decrease in interest rates would not have a material impact on our future earnings, fair value or cash flows related to interest earned on our cash, cash equivalents or investments.
Item 4.    Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of any possible controls and procedures.
Under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, we carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) and Rule 15d-15(b) of the Exchange Act. Based on this evaluation, our chief executive officer and our chief financial officer concluded that, as of June 30, 2015, our disclosure controls and procedures were not effective at the reasonable assurance levels because of the material weakness in our internal control over financial reporting described below. A material weakness is a deficiency, or a combination of deficiencies, in internal control


37

over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis. Notwithstanding the material weakness described below, based on the performance of additional procedures by management designed to ensure the reliability of our financial reporting, management has concluded that our condensed consolidated financial statements included in this report are fairly stated in all material respects in accordance with GAAP for interim financial information for each of the periods presented herein.
Material Weakness in Internal Control Over Financial Reporting
We disclosed in Part II, Item 9A, “Controls and Procedures” of the Form 10-K that there were matters that constituted a material weakness in our internal control over financial reporting, as we did not maintain effective controls over the selection and application of GAAP related to revenue recognition. Specifically, the members of our management team with the requisite level of accounting knowledge, experience and training commensurate with our financial reporting requirements did not analyze certain accounting issues at the level of detail required to ensure the proper application of GAAP in certain circumstances.
The control deficiencies that gave rise to the material weakness could result in a material misstatement of our annual or interim financial statements that would not be prevented or detected and corrected on a timely basis. Accordingly, our management has determined that these control deficiencies constituted a material weakness that continues to exist as of June 30, 2015.
Management's Remediation Efforts
We are committed to remediating the control deficiencies that gave rise to the material weakness by implementing changes to our internal control over financial reporting. Management is responsible for implementing changes and improvements in our internal control over financial reporting and for remediating the control deficiencies that gave rise to the material weakness.
Throughout 2014, and during the first half of 2015, we have implemented measures to remediate the underlying causes of the control deficiencies that gave rise to the material weakness. These measures include the hiring of new accounting personnel, as well as providing additional training for existing personnel. These measures also include the implementation of financial reporting risk assessments and review processes to ensure the related significant accounting policies are implemented and applied properly under GAAP on a consistent basis throughout the Company. We have also established enhanced procedures to ensure appropriate review of accounting policies by the members of our management team with the requisite level of accounting knowledge, experience and training.
We believe the above measures will help remediate the control deficiencies that gave rise to the material weakness. However, we have not completed all of the corrective processes and procedures and the related evaluation or remediation that we believe are necessary. As we continue to evaluate and work to remediate the material weakness, we may determine to implement additional measures to address the underlying control deficiencies.
Changes in Internal Control Over Financial Reporting
As discussed above, during the three months ended June 30, 2015, management continued to implement certain remediation measures to improve our internal control over financial reporting and to remediate the previously identified material weakness. However, there were no changes to our internal control over financial reporting during the three months ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


38

PART II—OTHER INFORMATION
Item 1.    Legal Proceedings.
For information regarding our legal proceedings, refer to Note 13, “Commitments and Contingencies” to our condensed consolidated financial statements included in Part I, Item 1 of this report, which note is incorporated by reference into this Part II, Item 1.

Item 1A.    Risk Factors.
Investing in our common stock involves risk. Before making an investment in our common stock, you should carefully consider the risk factors set forth below, as well as the risk factors discussed in Part I, Item 1A, "Risk Factors" of the Form 10-K and Part II, Item IA, "Risk Factors" in our subsequent quarterly reports on Form 10-Q filed with the SEC (the "Form 10-Qs"). The risks described below and in the Form 10-K and Form 10-Qs are those which we believe are the material risks we face, and such risks could materially adversely affect our business, prospects, financial condition, cash flows and results of operations. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may impact us. Except as set forth below and in the Form 10-Qs, there have been no material changes in our risk factors from those previously disclosed in the Form 10-K.
Risks Related to Material Weakness In Internal Control Over Financial Reporting
We have identified a material weakness in our internal control over financial reporting. If our remedial measures are insufficient to address the material weakness, or if additional material weaknesses or significant deficiencies in our internal control over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to further restate our financial results, which could adversely affect our stock price and result in our inability to maintain compliance with applicable stock exchange listing requirements.
During 2014, we concluded that there was a material weakness in our internal control over financial reporting, as we did not maintain effective controls over the selection and application of GAAP related to revenue recognition. Specifically, the members of our management team with the requisite level of accounting knowledge, experience and training commensurate with our financial reporting requirements did not analyze certain accounting issues at the level of detail required to ensure the proper application of GAAP in certain circumstances. Management evaluated our disclosure controls and procedures and internal control over financial reporting as of December 31, 2014 and concluded each was ineffective as of December 31, 2014. The Form 10-K reflects management’s conclusion regarding the effectiveness of our disclosure controls and procedures and internal control over financial reporting. The material weakness has not yet been remediated as of June 30, 2015 and as a result, management has determined that our disclosure controls and procedures continue to be ineffective as of June 30, 2015.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis. See Part I, Item 4, “Controls and Procedures.” The existence of this issue could adversely affect us, our reputation and investors' perceptions of us.
We have begun to implement measures to remediate the underlying causes of the control deficiencies that gave rise to the material weakness. These measures include the hiring of new accounting personnel, as well as providing additional training for existing personnel. These measures also include implementation of financial reporting risk assessments and review processes to ensure the related significant accounting policies are implemented and applied properly under GAAP on a consistent basis throughout the Company. We have also established enhanced procedures to ensure appropriate review of accounting policies by the members of our management team with the requisite level of accounting knowledge, experience and training.
However, we have not completed all of the corrective processes and procedures and the related evaluation or remediation that we believe are necessary. As we continue to evaluate and work to remediate the material weakness, we may determine to implement additional measures to address the underlying control deficiencies. The actions we are taking to remediate the material weakness are subject to ongoing senior management review, as well as oversight by the audit committee of our board of directors.
If our remedial measures are insufficient to address the material weakness, or if additional material weaknesses or significant deficiencies in our internal control over financial reporting are discovered or occur in the future, our consolidated


39

financial statements may contain material misstatements and we could be required to further restate our financial results, which could adversely affect our stock price and result in our ability to maintain compliance with applicable stock exchange listing requirements.
Risks Related to the Extensive Regulation of Our Business
The failure of our institutions to demonstrate compliance with state laws may result in liability to, or remedial action against, our institutions, including recoupment by the Department of discharged student loan funds under the "defense to repayment" provisions of the federal Direct Loan program regulations.
On June 8, 2015, the Department held a press conference and released a document entitled “Fact Sheet: Protecting Students from Abusive Career Colleges” in which the Department announced processes that will be established to assist students who may have been the victims of fraud in gaining relief under the “defense to repayment” provisions of the federal Direct Loan program regulations. Rarely used in the past, the defense to repayment provisions allow a student to assert as a defense against repayment of federal Direct Loans any commission of fraud or other violation of applicable state law by the school related to such loans or the educational services paid for. The processes outlined by the Department on June 8 include (i) extending debt relief eligibility to groups of students where possible, (ii) providing loan forbearance and pausing payments while claims are being resolved, (iii) appointing a Special Master dedicated to borrower defense issues for students who believe they have a defense to repayment, (iv) establishing a streamlined process and (v) building a better system for debt relief for the future. The Department noted that building a better system for debt relief would involve developing new regulations to clarify and streamline loan forgiveness under the defense to repayment provisions, while maintaining or enhancing current consumer protection standards and strengthening provisions that hold schools accountable for actions that result in loan discharges. As part of its efforts to hold schools accountable, the Department could seek recoupment of any discharged federal Direct Loan funds from the school. The Department stated that they will continue to take aggressive action to ensure defrauded borrowers get the debt relief they are entitled to, step up oversight and enforcement to identify schools that present the greatest risk to students and taxpayers, and hold schools accountable for their actions.
In addition to relief under the defense to repayment provisions, students may qualify for a closed school discharge pursuant to which they receive forgiveness of the federal Direct Loans, FFEL Program loans, or federal Perkins Loans they took out to attend a school if the school closes either while they are attending or within 120 days after they withdraw from the school.
The failure of our institutions to comply with state laws may result in liability to, or remedial action against, our institutions, including recoupment by the Department of discharged student loan funds under the defense to repayment provisions. The assertion of any claims by our institutions' students under the “defense to repayment” provisions and any resulting remedial action, or any recoupment by the Department of discharged student loan funds pursuant to either the defense to repayment provisions or a closed school discharge, could damage our reputation in the industry and have a material adverse effect on enrollments and our revenues, financial condition, cash flows and results of operations.
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3.    Defaults Upon Senior Securities.
None.
Item 4.    Mine Safety Disclosures.
None.


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Item 5.    Other Information.
On July 28, 2015, University of the Rockies received a Final Program Review Determination letter (the “FPRD Letter”) from the Department. The FPRD Letter relates to an on-site program review of the university conducted by the Department from August 20, 2012 through August 24, 2012. In June 2013, University of the Rockies was provided with the Department's program review report and subsequently filed a timely response to such initial report. Following consideration of the university's response, the Department issued the FPRD Letter, dated July 22, 2015, which states that University of the Rockies' responses have resolved all findings and the university may consider the program review closed.


41

Item 6.    Exhibits.
Exhibit

 
Description
3.1

 
Fifth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 filed on May 21, 2009).
3.2

 
Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to the Company's Registration Statement on Form S-1 filed on March 20, 2009).
4.1

 
Specimen of Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 filed on March 30, 2009).
4.2

 
Second Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-1 filed on September 4, 2009).
10.1

#

Bridgepoint Education, Inc. Amended and Restated Executive Severance Plan.
10.2

#
Form of Severance Agreement pursuant to the Bridgepoint Education, Inc. Amended and Restated Executive Severance Plan.
31.1

 
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2

 
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1

 
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Andrew S. Clark, President and Chief Executive Officer, and Daniel J. Devine, Chief Financial Officer.
99.1

 
Disclosure required pursuant to Section 13(r) of the Securities Exchange Act of 1934, as amended.
101

 
The following financial information from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed with the SEC on August 4, 2015, formatted in Extensible Business Reporting Language (“XBRL”): (i) the Condensed Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014; (ii) the Condensed Consolidated Statements of Income for the three and six months ended June 30, 2015 and 2014; (iii) the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2015 and 2014; (iv) the Condensed Consolidated Statement of Stockholders' Equity for the six months ended June 30, 2015; (v) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014; and (vi) the Notes to Condensed Consolidated Financial Statements.
#
Indicates management contract or compensatory plan or arrangement.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
BRIDGEPOINT EDUCATION, INC.
 
 
August 4, 2015
/s/ DANIEL J. DEVINE
 
Daniel J. Devine
Chief Financial Officer
(Principal financial officer and duly authorized to
sign on behalf of the registrant)


43



Exhibit 10.1
BRIDGEPOINT EDUCATION, INC.
AMENDED AND RESTATED
EXECUTIVE SEVERANCE PLAN
AND
SUMMARY PLAN DESCRIPTION








Plan Effective Date: May 12, 2015


1    

BRIDGEPOINT EDUCATION, INC.
AMENDED AND RESTATED
EXECUTIVE SEVERANCE PLAN
AND
SUMMARY PLAN DESCRIPTION


Effective February 9, 2009, Bridgepoint Education, Inc., a Delaware corporation (the “Company”), adopted the Bridgepoint Education, Inc. Executive Severance Plan (the “Plan”). By execution of this document, the Company hereby amends and restates the Plan in its entirety, effective as of May 12, 2015 (the “Effective Date”).
The Plan provides severance benefits to certain management or highly compensated employees of the Company who receive and execute a Severance Agreement (an “Agreement”) and who otherwise satisfy the conditions set forth in the Agreement and the Plan (“Covered Employees”).
The Plan is intended to be an unfunded “employee welfare benefit plan,” as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and therefore does not constitute an “employee pension benefit plan” as defined in Section 3(2) of ERISA. The Plan provides benefits to a select group of management or highly compensated employees of the Company and therefore should fit within the “top hat” exception to many of the requirements of ERISA. The Plan is governed by ERISA and, to the extent applicable, the laws of the State of Delaware, without reference to the conflict of law provisions thereof.
This document and your Agreement constitute both the official plan document and the required summary plan description under ERISA. Capitalized terms used in the Plan and not otherwise defined herein shall have the meanings assigned to such terms in your Agreement.
I.ELIGIBILITY
You will become a Covered Employee under the Plan only if you: (i) are selected by the Compensation Committee to participate in the Plan, (ii) receive an Agreement (the provisions of which are incorporated herein by reference), (iii) sign the Agreement indicating your agreement to be bound by the terms of the Plan, and (iv) return such signed Agreement to the Company. If you satisfy the requirements of clauses (i) through (iv) you will be considered a Covered Employee and shall be eligible to receive severance benefits.
II.    BENEFITS
If you are a Covered Employee, you shall be eligible for severance benefits at such times and in such amounts as may be specified in your Agreement.
As set forth in your Agreement, your receipt of severance benefits is contingent upon you signing (and not revoking) a general release of claims and covenant not to sue containing such terms and conditions as are satisfactory to the Company (the “Release”). You will receive the Release prior to, or within five (5) days following, your Termination Date and will generally have up to

1    

twenty-one (21) days to consider, sign and return the Release to the Company. The Release must become effective within sixty (60) days after your Termination Date. If the Release does not become effective within such sixty (60) day period, you shall be deemed to have waived your right to receive severance benefits.
III.    OTHER IMPORTANT INFORMATION
A.    Plan Administration. The Company’s Legal Department (the “Plan Administrator”) shall be responsible for the administration of the Plan. As the Plan Administrator, the Legal Department has the full and sole discretionary authority to administer and interpret the Plan, including the discretionary authority to determine eligibility for participation in and for severance benefits under the Plan, to determine the amount of severance benefits (if any) payable, and to interpret any terms of this Plan document. All determinations by the Plan Administrator will be final and conclusive upon all persons and be given the maximum possible deference allowed by law. The Plan Administrator is the “named fiduciary” of the Plan for purposes of ERISA and will be subject to the fiduciary standards of ERISA when acting in such capacity. The Legal Department may delegate in writing to any other person all or a portion of its authorities or responsibilities with respect to the Plan.
B.    Source of Benefits. The Plan is unfunded, and all severance benefits will be paid from the general assets of the Company or its successor. No contributions are required under the Plan. For all purposes, Covered Employees shall be treated as general unsecured creditors of the Company.
C.    Claims Procedure. If you are a Covered Employee and believe you have been incorrectly denied a benefit or are entitled to a greater benefit than the benefit you received under the Plan, you may submit a signed, written claim for benefits to the Company’s Chief Human Resources Officer or the Company’s General Counsel (each a “Claims Representative”). You will be notified in writing by the Claims Representative of the approval or denial of your claim within ninety (90) days of the date that the Claims Representative receives the claim, unless special circumstances require an extension of time for processing the claim. In the event an extension is necessary, you will be provided written notice by the Claims Representative prior to the end of the initial ninety (90) day period indicating the special circumstances requiring the extension and the date by which the Claims Representative expects to notify you of approval or denial of the claim. In no event will an extension extend beyond ninety (90) days after the end of the initial ninety (90) day period. If, following the initial review, your claim is denied in whole or in part, the written notification will state the specific reason(s) for the denial of your claim, make specific reference to the Plan provision(s) on which the denial is based, and provide a description of any material or information necessary for you to perfect the claim and an explanation as to why such material or information is necessary. The written notification will also provide a description of the Plan’s claims review procedures and the applicable time limits, including a statement of your right to bring a civil suit under section 502(a) of ERISA following denial of your claim on review.
You will have sixty (60) days from receipt of the written notification of the denial of your initial claim to file a signed, written request for a full and fair review of the denial by a review panel selected by the Plan Administrator (the “Review Panel”). This request should include the reasons you are requesting a review and may include facts supporting your request and any other relevant

2    

comments, documents, records and other information relating to your claim. If you do not request a review of your denied claim within this sixty (60) day period, you shall be deemed to have accepted the Claims Representative’s decision and the Claims Representative’s written notification of the denial of your initial claim shall be final and binding.
A final, written determination of your eligibility for benefits shall be made by the Review Panel within sixty (60) days of receipt of your request for review, unless special circumstances require an extension of time for processing the claim. In the event an extension is necessary, you will be provided written notice by the Review Panel prior to the end of the initial sixty (60) day period indicating the special circumstances requiring the extension and the date by which the Review Panel expects to notify you of approval or denial of your claim. In no event will an extension extend beyond sixty (60) days after the end of the initial sixty (60) day period. If an extension is required because you fail to submit information that is necessary to decide your claim, the period for making the benefit determination on review will be tolled from the date the notice of extension is sent to you until the date on which you respond to the request for additional information. The review will take into account all comments, documents, records and other information submitted by you relating to your claim, whether or not submitted or considered in the initial review of your claim. If your claim is denied in whole or in part on review, the written notification will state specific reason(s) for the denial of your claim, make specific reference to the Plan provision(s) on which the denial is based and state that you are entitled to receive upon request, and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to your claim, including any document, record or other information that was relied upon in, or submitted, considered or generated in the course of, denying your claim. The written notification will also include a statement of your right to bring a civil suit under section 502(a) of ERISA.
In connection with the determination of your initial claim or the review of your claim, you are entitled to receive upon request, and free of charge, reasonable access to, and copies of, any document, record or other information relevant to your claim for benefits. For this purpose, a document, record, or other information shall be considered “relevant” if such document, record, or information (i) was relied upon in making the benefits determination, (ii) was submitted, considered, or generated in the course of making the benefits determination, without regard to whether such document, record, or other information was relied upon in making the benefits determination, or (iii) demonstrates compliance with the administrative processes and safeguards required by this section in making the benefits determination. In pursuing any of your rights set forth in this section, your authorized representative may act on your behalf.
To the extent permitted by law, an initial claims determination or decision on review shall be binding and conclusive upon all persons whomsoever. To the extent permitted by law, completion of the claims procedures described in this section shall be a mandatory precondition that must be complied with prior to commencement of a legal or equitable action in connection with the Plan by a person claiming rights under the Plan or by another person claiming rights through such a person. The Plan Administrator may, in its sole discretion, waive these procedures as a mandatory precondition to such an action.
If you do not receive notice within the time periods described above, whether on initial determination or review, you may initiate a civil suit under Section 502(a) of ERISA. Any legal or

3    

equitable action filed in connection with the Plan by a person claiming rights under the Plan or by another person claiming rights through such a person must be commenced not later than the earlier of the shortest applicable statute of limitations provided by law or two (2) years from the date the written copy of the Review Panel’s decision on review is delivered to you in accordance with this section.
D.    Prior Plans Superseded. With the exception of any individual employment agreements that are in effect as of the effective date of the Covered Employee’s Agreement, the Plan supersedes any and all prior separation, change in control, severance and salary continuation arrangements, programs and/or similar plans that may previously have been offered by the Company (and its predecessors-in-interest) to employees eligible to participate in the Plan.
E.    Plan Amendment or Termination. The Company reserves the right to amend or terminate the Plan at any time, in whole or in part, and in any manner, and for any reason. Any amendment or termination of the Plan will be effective only after one (1) year advance written notice to Covered Employees if such amendment or termination would result in a reduction of benefits that Covered Employees would have otherwise been entitled to receive under the Plan prior to such amendment or termination. Except as required by law or to comply with Section 409A of the Code, this Plan may not be amended or terminated within the two (2) year period following a Change In Control if such amendment or termination would result in a reduction of benefits that Covered Employees would have otherwise been entitled to receive immediately prior to the Change In Control.
F.    At-Will Employment. No provision of the Plan is intended to provide you with any right to continue as an employee with the Company, or in any other capacity, for any specific period of time, or otherwise affect the right of the Company to terminate the employment or service of any individual at any time for any reason, with or without Cause.
G.    No Duplication of Benefits. Unless otherwise specified in writing by the Company, the Company does not intend to provide any Covered Employee with benefits under both the Plan and any other severance, retention, change in control or other plan or agreement sponsored by the Company. Therefore, any benefit provided under the Plan shall be reduced by the amount of any similar benefit provided under any other severance, retention, change in control or other plan or agreement sponsored by the Company. Any reduction made pursuant to this section shall be made in a manner that complies with Section 409A of the Code.
H.    Withholding. All payments and benefits provided under the Plan shall be subject to reduction to reflect any withholding taxes or other amounts required to be withheld by applicable law or regulation.
I.    Clawback. The severance payments and benefits provided pursuant to the Plan may be subject to the Company’s compensation recoupment policy or policies (and related Company practices) that may be adopted by the Company and in effect from time-to-time, including, but not limited to, any policy or policies that may be adopted in response to applicable law. By signing an Agreement you agree to fully cooperate with the Company in assuring compliance with such policies and the provisions of applicable law, including, but not limited to, by promptly returning any compensation subject to recovery by the Company pursuant to such policies or applicable law.

4    

J.    Section 409A of the Internal Revenue Code. No severance payments or benefits will be provided to a Covered Employee pursuant to the Plan or any Agreement prior to his or her “separation from service” within the meaning of the default rules of Section 409A of the Code. For purposes of Section 409A of the Code, the right to a series of installment payments shall be treated as a right to a series of separate payments. Unless otherwise provided in an Agreement, the Plan is intended to comply with an exception to Section 409A of the Code. Notwithstanding the foregoing, in the event the Plan or any benefit paid under the Plan is deemed to be subject to Section 409A of the Code, the following additional provisions shall apply:
1.    If a Covered Employee is a “specified employee” within the meaning of Section 409A of the Code as of the date of his or her “separation from service” within the meaning of the default rules of Section 409A of the Code, any payments that constitute “nonqualified deferred compensation” for purposes of Section 409A of the Code shall not be made until the earlier of (i) the first (1st) business day of the seventh (7th) month following the Covered Employee’s “separation from service,” or (ii) ten (10) business days after the Company receives written notification of the Covered Employee’s death. Any payments that would have been paid during the first six (6) months following the Covered Employee’s “separation from service” shall be paid in a single lump sum on the first (1st) business day of the seventh (7th) month following the Covered Employee’s “separation from service” or on the tenth (10th) business day after the Company receives written notification of the Covered Employee’s death, as applicable. Any such delayed payments shall be made without interest.
2.    Under no circumstances may the time or schedule of any payment made or benefit provided pursuant to the Plan or any Agreement be accelerated or subject to further deferral except as otherwise permitted or required pursuant to Section 409A of the Code and no Covered Employee has the right to make any election regarding the time or form of any payment due under the Plan or any Agreement.
3.    If the Company fails to make any payment, either intentionally or unintentionally, within the time period specified in the Agreement, but the payment is made within the same calendar year, such payment will be treated as made within the time period specified in the Agreement pursuant to Treasury Regulation Section 1.409A‑3(d). In addition, if a payment is not made due to a dispute with respect to such payment, the payment may be delayed in accordance with Treasury Regulation Section 1.409A‑3(g).
4.    If the consideration period described in the Release, plus the revocation period described in the Release, spans two (2) calendar years, then any payments that constitute “nonqualified deferred compensation” for purposes of Section 409A of the Code shall not begin until the second (2nd) calendar year.
The Plan and each Agreement shall be operated in compliance with Section 409A of the Code or an exception thereto and each provision of the Plan and each Agreement shall be interpreted, to the extent possible, to comply with Section 409A of the Code or an exception thereto. Nevertheless, the Company does not and cannot guarantee any particular tax effect or treatment of the amounts due under the Plan or any Agreement. Accordingly, you remain solely liable for any adverse tax consequences imposed on you by Section 409A of the Code.

5    

K.    Indemnification. The Company agrees to indemnify its officers and employees and the members of the Board of Directors of the Company and the Legal Department from all liabilities from their acts or omissions in connection with the administration, amendment or termination of the Plan, to the maximum extent permitted by applicable law.
L.    Severability. If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability will not affect any other provision of the Plan, and the Plan will be construed and enforced as if such provision had not been included.
M.    Headings. Headings in this Plan document are for purposes of reference only and will not limit or otherwise affect the meaning hereof.
IV.    STATEMENT OF ERISA RIGHTS
As a participant in the Plan you are entitled to certain rights and protections under ERISA. ERISA provides that all Plan participants shall be entitled to:
A.    Receive Information About Your Plan and Benefits
Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as work sites, all documents governing the Plan.
Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan. The Plan Administrator may make a reasonable charge for the copies.
B.    Prudent Actions by Plan Fiduciaries.
In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a welfare benefit or exercising your rights under ERISA.
C.    Enforce Your Rights
If your claim for benefits is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.
Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents and do not receive it within thirty (30) days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110.00 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. If you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs

6    

and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.
D.    Assistance With Your Questions
If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

7    


ADDITIONAL PLAN INFORMATION
Name of Plan
Bridgepoint Education, Inc. Executive Severance Plan

Sponsor of Plan:
Bridgepoint Education, Inc.
13500 Evening Creek Drive North, Suite 600
San Diego, CA 92128
Employer Identification Number:

59-3551629
Plan Number:
502
Plan Administrator:
Legal Department, Bridgepoint Education, Inc.
c/o General Counsel
13500 Evening Creek Drive North
San Diego, CA 92128
Telephone No. 858-668-2586
Agent for Service of Legal Process:

Plan Administrator, at the above address
Type of Plan:
Employee Welfare Benefit Plan providing for severance benefits
Plan Costs:
The cost of the Plan is paid by Bridgepoint Education, Inc.

Type of Administration:
Self-administration by the Plan Administrator



8    



Exhibit 10.2

SEVERANCE AGREEMENT
FOR EXECUTIVES
THIS SEVERANCE AGREEMENT (this “Agreement”), dated as of _______________, is made by and between Bridgepoint Education, Inc., a Delaware corporation (the “Company”), and ____________________________ (“Executive”).
WITNESSETH:
WHEREAS, the Company and Executive entered into a Severance Agreement dated _____________________ (the “Prior Agreement”) to enumerate the severance benefits that Executive may be entitled to pursuant to the Bridgepoint Education, Inc. Executive Severance Plan dated February 9, 2009 (the “Prior Plan”);
WHEREAS, the Company has replaced the Prior Plan with an Amended and Restated Bridgepoint Education, Inc. Executive Severance Plan dated May 12, 2015 (the “Plan”) to, among other things, better align the severance benefits with the severance benefits provided by similarly-sized public companies in the private education sector; and
WHEREAS, the Company and Executive desire to replace the Prior Agreement with this Agreement to enumerate the severance benefits that may be provided to Executive pursuant to Section II of the Plan.
NOW, THEREFORE, the Company and Executive agree as follows:
1.Certain Defined Terms. In addition to terms defined elsewhere herein or in the Plan, the following terms have the following meanings when used in this Agreement with initial capital letters:
(a)    “Base Pay” means Executive’s annual base salary rate as in effect from time to time.
(b)    “Board” means the Board of Directors of the Company.
(c)    “Cause” means any of the following, each as determined in the discretion of the Board or the Company’s Chief Executive Officer, as applicable:
(i)    Executive’s conviction of, or a plea of guilty or nolo contendere to, a felony or other crime (except for misdemeanors which are not materially injurious to the business or reputation of the Company or any Company affiliate);
(ii)    Executive’s willful refusal to perform in any material respect his or her duties and responsibilities for the Company or any Company affiliate or Executive’s failure to comply in any material respect with the terms of this Agreement, any confidentiality agreement that Executive has entered into with the Company or any Company affiliate (or may in the future enter into with the Company or any Company affiliate), or any Company policy or procedure of the Company or any Company affiliate at which Executive serves as an officer and/or director;

1    

(iii)    Fraud or other illegal conduct in Executive’s performance of duties for the Company or a Company affiliate; or
(iv)    Conduct by Executive which is materially injurious to the Company or any Company affiliate or materially injurious to the business reputation of the Company or any Company affiliate.
Notwithstanding the foregoing, Executive’s employment shall not be deemed to have been terminated for “Cause” under clause (ii) above unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Board then in office at a meeting of the Board called and held for such purpose, after reasonable notice to Executive and an opportunity for Executive, together with Executive’s counsel (if Executive chooses to have counsel present at such meeting), to be heard before the Board, finding that, in the good faith opinion of the Board, Executive had committed an act constituting “Cause” and specifying the particulars thereof in detail. Nothing herein will limit the right of Executive or his/her beneficiaries to contest the validity or propriety of any such determination.
(d)    “Change In Control” means any of the following:
(i)    The acquisition by any individual, entity or group (other than the Company or any employee benefit plan of the Company or Warburg Pincus & Co. and its affiliated entities and investment funds) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of securities representing more than fifty percent (50%) of the voting securities of the Company entitled to vote generally in the election of directors, determined on a fully-diluted basis (“Company Voting Securities”); provided, however, that such acquisition shall not constitute a Change In Control hereunder if a majority of the holders of Company Voting Securities immediately prior to such acquisition retain directly or through ownership of one or more holding companies, immediately following such acquisition, a majority of the voting securities entitled to vote generally in the election of directors of the successor entity;
(ii)    The sale, transfer or other disposition of fifty percent (50%) or more of the Company’s assets to one or more unaffiliated individual(s), entities or groups; or
(iii)    When a majority of the members of the Board no longer constitute “Company Directors.” For purposes of this Agreement, “Company Directors” means (A) individuals who as of the effective date of the Plan are voting members of the Board, (B) individuals elected as directors of the Company subsequent to the effective date of the Plan for whose election proxies shall have been solicited by the Board, or (C) individuals elected or appointed to the Board subsequent to the effective date of the Plan to fill vacancies of the Board caused by death or resignation (but not by removal) or to fill newly created directorships.
A transaction shall not constitute a Change In Control unless and until the transaction that would otherwise be considered a Change In Control closes. In addition, a transaction shall not

2    

constitute a Change In Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transactions.
(e)    “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.
(f)    “Code” means the Internal Revenue Code of 1986, as amended.
(g)    “Disability” means that Executive is classified as disabled under a long-term disability policy maintained by the Company or, if no such policy applies, Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.
(h)    “Employee Benefits” means any Company group health and dental benefit plans and basic life insurance provided to Executive as of the Termination Date. For avoidance of doubt, Employee Benefits shall not include contributions made by the Company to any retirement plan, pension plan or profit sharing plan for the benefit of Executive in connection with amounts earned by Executive.
(i)    “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
(j)    “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(k)    “Good Reason” means that one or more of the following have occurred without Executive’s written consent:
(i)    Executive has experienced a material diminution in Base Pay;
(ii)    Executive has experienced a material diminution in authorities, duties, responsibilities, or reporting structure;
(iii)    Executive has been notified that Executive will experience a material change in the geographic location at which he/she must perform his/her services to the Company; or
(iv)    The Company has materially breached this Agreement.
For purposes of this Agreement, Executive may resign his/her employment from the Company for “Good Reason” within ninety (90) days after the date that any one of the events shown above in clauses (i) through (iv) has first occurred without Executive’s written consent. Failure to resign his/her employment within such ninety (90) day period shall mean that Executive has forever waived his/her ability to resign for Good Reason with respect to the event in question. Executive’s resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of written notice of such Good Reason event from Executive. Such written notice must be provided to the Company within thirty (30) days of the initial existence of the purported Good Reason event and shall describe in detail the

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basis and underlying facts supporting Executive’s belief that a Good Reason event has occurred. Failure to provide such written notice to the Company within such thirty (30) day period shall mean that Executive has consented to and forever waived his/her ability to resign for Good Reason with respect to the event in question. If the Company timely cures or remedies the Good Reason event, then Executive may either resign his/her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement.
(l)     “Qualifying Termination” means that Executive’s employment with the Company was terminated either by (i) Executive for Good Reason or (ii) the Company without Cause. For avoidance of doubt, a termination of employment due to death or Disability shall not constitute a Qualifying Termination.
(m)    “Release” means the release of claims and covenant not to sue described in Section 2(f) of this Agreement.
(n)    “Termination Date” means Executive’s last day of employment with the Company (and any Company subsidiary or affiliate) as long as such last day of employment constitutes a “separation from service” within the meaning of the default rules of Section 409A of the Code.
2.    Termination. Regardless of whether Executive signs the Release, as of the Termination Date, Executive shall be entitled to receive payment for his/her accrued but unpaid Base Pay and vacation through the Termination Date, reimbursement for any valid business expenses that were submitted in accordance with Company policies and procedures prior to the Termination Date, and the vested Employee Benefits, if any, to which Executive may be entitled pursuant to the express terms of any Company employee benefit plan in which he/she participates as of the Termination Date. If Executive sustains a Qualifying Termination, and timely signs and does not revoke the Release, then as of the Termination Date, Executive shall be entitled to receive the following severance payments and benefits:
(a)    Cash payments in the aggregate that equal one year of Base Pay (determined as of the Termination Date), payable in substantially equal semi-monthly installments over the twelve (12) month period following the Termination Date, with the first installment due within fifteen (15) days following the effective date of the Release. The amount of the first installment will cover the period of time from the Termination Date through the end of the semi-monthly period immediately preceding such first payment.
(b)    For the twelve (12) month period commencing with the month following the month of the Termination Date, the Company shall continue to provide Executive with Employee Benefits that are reasonably equivalent to the Employee Benefits provided to Executive immediately prior to the Termination Date, at the same cost to Executive had Executive continued as an active employee of the Company. Such Employee Benefits shall immediately cease if Executive is offered or becomes eligible for employee benefits coverage in connection with new employment (Executive shall provide advance written notice to the Company informing the Company when Executive is offered or becomes eligible for other employee benefits in connection with new employment and, if requested by the Company, Executive will provide the Company with written confirmation that Executive has not been offered other employee benefits in connection with new employment).

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Executive shall pay Executive’s share of any such Employee Benefits premiums with after-tax income and any premium reimbursements or premiums paid by the Company pursuant to this Section 2(b) shall be taxable to Executive for federal and state tax purposes. The continued coverage for any Employee Benefits subject to COBRA will be provided in accordance with COBRA and the benefits continuation provided by this Section 2(b) shall run concurrently with the COBRA continuation coverage. Pursuant to federal health care reform legislation, penalties may be imposed on the Company if it provides discriminatory health benefits. If the Company determines in its sole and reasonable discretion that providing Employee Benefits pursuant to this Section 2(b) will subject the Company to any taxes, fines, penalties, or assessments under applicable health care reform legislation or otherwise, the Company will immediately discontinue the continuation of Employee Benefits described in this Section 2(b) and will in lieu thereof provide a taxable monthly payment to Executive in an amount equal to the monthly premium Executive would be required to pay to continue group health care coverage under COBRA as of the Termination Date, less the monthly portion of the premium that Executive was required to pay for comparable coverage immediately prior to the Termination Date, as long as making such monthly payments does not subject the Company to any taxes, fines, penalties, or assessments under applicable health care reform legislation or otherwise. For the avoidance of doubt, the payments described in the preceding sentence will be made regardless of whether Executive actually elects to continue group health care coverage pursuant to COBRA.
(c)    A single lump sum cash payment equal to a pro rata portion (based on the number of days Executive was employed during the fiscal year) of the annual cash bonus Executive would have earned had he/she continued employment through the end of the fiscal year in which Executive’s Qualifying Termination occurred. Any annual cash bonus earned pursuant to this Section 2(c) shall be paid to Executive at the same time the Company pays annual cash bonuses to other members of senior management of the Company.
(d)    If Executive’s Qualifying Termination occurs during the twenty-four (24) month period after a Change In Control, then, notwithstanding any provision in any applicable award agreement between the Company and Executive to the contrary: (i) all of the outstanding and unvested stock options granted to Executive prior to his/her Termination Date shall become fully vested and exercisable as of the effective date of the Release; and (ii) all of the outstanding and unvested time-based restricted stock units granted to Executive prior to his/her Termination Date shall become fully vested as of the effective date of the Release. In all other respects, the equity awards previously granted to Executive (including any performance stock units previously granted to Executive) will continue to be subject to the terms and conditions of the applicable Company stock plan and award agreement under which they were granted.
(e)    In the event that it is determined that any payment or distribution of any type to or for the benefit of Executive made by the Company, by any of its affiliates, by any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Section 280G of the Code, and the regulations thereunder) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), would subject Executive to excise taxes pursuant to Section 4999 of the Code or any interest or penalties with respect to such excise taxes (such excise taxes, together with any such interest or penalties, are

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collectively referred to as the “Excise Tax”), then the Total Payments shall be limited to the maximum amount that can be paid to Executive without the imposition of the Excise Tax (the “Capped Benefit”); provided, however, that the Total Payments shall be payable in full if the Total Payments, on an after-tax basis, minus the Excise Tax exceed the Capped Benefit, on an after-tax basis. If the Total Payments are made to Executive, Executive shall be responsible for paying the Excise Tax that may be imposed on him/her pursuant to Section 4999 of the Code. Any reduction made to the Total Payments pursuant to this Section 2(e) shall occur in the following order: first, reduction of cash payments, which shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such Excise Tax will be the first cash payment to be reduced; and second, reduction of Employee Benefits, which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. All determinations made pursuant to this Section 2(e) (including without limitation any determinations as to whether the Total Payments are “parachute payments” within the meaning of Section 280G of the Code) shall be made immediately prior to the Change In Control by a nationally recognized independent audit firm not retained by the Company (the “Accountants”), who shall provide their determination, together with detailed supporting calculations regarding the amount of any relevant matters, both to the Company and to Executive within seven (7) business days of Executive’s Termination Date, if applicable, or such earlier time as is requested by the Company. Such determination shall be made by the Accountants using reasonable good faith interpretations of the Code. Any determination by the Accountants shall be binding upon the Company and Executive, absent manifest error. The Company shall pay the fees and costs of the Accountants which are incurred in connection with this Section 2(e).
(f)    The severance payments and benefits provided under Sections 2(a), 2(b), 2(c) and 2(d) of this Agreement are conditioned on and subject to Executive’s continuing compliance with this Agreement and Executive’s timely execution (and non-revocation and effectiveness) of the Release substantially in the form attached hereto as Exhibit A (as may be modified by the Company in its reasonable discretion). Executive shall receive the Release prior to, or within five (5) days following, the Termination Date. Executive shall not be entitled to receive the severance payments and benefits provided under Sections 2(a), 2(b), 2(c) and 2(d) of this Agreement unless and until such Release is effective. Such Release must become effective within sixty (60) days after the Termination Date or else Executive will be deemed to have waived all rights to the severance payments and benefits provided under Sections 2(a), 2(b), 2(c) and 2(d) of this Agreement.
(g)    As provided in Section III.G. of the Plan, any benefit provided under this Agreement shall be reduced by the amount of any similar benefit provided under any other severance, retention, change in control or other plan or agreement sponsored by the Company. Any reduction made pursuant to this Section 2(g) shall be made in a manner that complies with Section 409A of the Code.
3.    Successors and Binding Agreement.
(a)    The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the

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same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company.
(b)    This Agreement will inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees.
(c)    This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 3(a) and 3(b). Without limiting the generality or effect of the foregoing, Executive’s right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by Executive’s will or by the laws of descent and distribution and, in the event of any attempted assignment, transfer or delegation contrary to this Section 3(c), the Company shall have no liability to pay any amount so attempted to be assigned, transferred or delegated.
4.    No Retention Rights. As provided in Section III.F. of the Plan this Agreement is not an employment agreement and Executive’s employment relationship may be terminated at any time, with or without Cause, or for any or no reason, at Executive’s option or at the option of the Company, with or without notice.
5.    Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or five (5) business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three (3) business days after having been sent by a nationally recognized overnight courier service such as FedEx or UPS addressed to the Company (to the attention of the General Counsel of the Company) at its principal executive office and to Executive at his/her principal residence that the Company has on file, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address shall be effective only upon receipt.
6.    Validity. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it valid, enforceable and legal.
7.    Dispute Resolution; Governing Law. Any dispute between the parties must be resolved pursuant to the claims procedures and other processes articulated in the Plan. This

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Agreement is governed by ERISA and, to the extent applicable, the laws of the State of Delaware, without reference to the conflict of law provisions thereof.
8.    Miscellaneous.
(a)    All provisions of this Agreement are subject to and governed by the terms of the Plan, which are incorporated herein by reference. In the event of any conflict in terms between the Plan and this Agreement, the terms of the Plan shall prevail and govern. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede any and all prior agreements of the parties with respect to such subject matter. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.
(b)    No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by Executive and the Company.
(c)    No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
(d)    To the maximum extent allowed by law and as provided in Section III.I of the Plan, the severance payments and benefits provided under Sections 2(a), 2(b), 2(c) and 2(d) of this Agreement may be subject to the Company’s compensation recoupment policy or policies that may be adopted by the Company from time-to-time. By signing this Agreement, Executive agrees to fully cooperate with the Company in assuring compliance with such policies and provisions of applicable law.
9.    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.
10.    Section 409A. This Company believes, but does not and cannot warrant or guaranty, that the severance payments and benefits provided under Sections 2(a), 2(b), 2(c) and 2(d) of this Agreement are exempt from the requirements of Section 409A of the Code. Notwithstanding the foregoing, if the Company determines that the payments and benefits provided under Sections 2(a), 2(b), 2(c) and 2(d) of this Agreement are subject to Section 409A, then the provisions of Section III.J. of the Plan shall apply. This Agreement shall be operated in compliance with Section 409A of the Code or an exception thereto and each provision of this Agreement shall be interpreted, to the extent possible, to comply with Section 409A or an exception thereto. Executive remains solely liable for any adverse tax consequences imposed on him/her by Section 409A of the Code.
11.    Withholding. All payments and benefits made under this Agreement shall be subject to reduction to reflect any withholding taxes or other amounts required by applicable law or regulation.

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12.    Restrictive Covenants. To receive the payments and benefits provided under Sections 2(a), 2(b), 2(c) and 2(d) of this Agreement, Executive must fully comply with the provisions specified in this Section 12.
(a)    Executive will not disparage the Company, its directors, officers, employees, affiliates, subsidiaries, predecessors, successors or assigns in any written or oral communications to any third party. Executive further agrees that he/she will not direct anyone to make any disparaging oral or written remarks about the Company, its directors, officers, employees, affiliates, subsidiaries, predecessors, successors or assigns to any third parties.
(b)    During Executive’s employment with the Company and for six (6) months after the Termination Date, Executive shall not, directly or indirectly, either as an individual or as an employee, agent, consultant, advisor, independent contractor, general partner, officer, director, stockholder, investor, lender, or in any other capacity whatsoever, of any person, firm, corporation or partnership, solicit any of the Company’s employees or consultants to terminate their relationship with the Company.
(c)    Notwithstanding any requirement that the Company may have to publicly disclose the terms of this Agreement pursuant to applicable law or regulations, Executive agrees to use reasonable efforts to maintain in confidence the existence of this Agreement, the contents and terms of this Agreement, and the consideration for this Agreement (hereinafter collectively referred to as “Agreement Information”). Executive also agrees to take every reasonable precaution to prevent disclosure of any Agreement Information to third parties, except for disclosures required by law or absolutely necessary with respect to Executive’s immediate family members or personal advisors who shall also agree to maintain the confidentiality of the Agreement Information.
(d)    Executive shall not, except as required by any court or administrative agency, without the written consent of the Board or a person authorized thereby, disclose to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by Executive or his duties to the Company, any confidential information obtained by him while in the employ of the Company with respect to any of the Company’s inventions, processes, customers, methods of distribution, methods of manufacturing, attorney-client communications, pending or contemplated acquisitions, other trade secrets, or any other material which the Company is obliged to keep confidential pursuant to any confidentiality agreement or protective order; provided, however, that confidential information shall not include any information: (i) that is now known or which becomes known generally to the public (other than as a result of an unauthorized disclosure by Executive); (ii) of a type not otherwise considered confidential by a person engaged in the same business or a business similar to that conducted by the Company; (iii) that becomes publicly known or made generally available after disclosure by the Company to Executive through no wrongful action or omission by Executive; or (iv) is in Executive’s rightful possession, without confidentiality obligations, at the time of disclosure by the Company as shown by Executive’s then contemporaneous written records.
(e)    Nothing in this Agreement shall prohibit Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, Congress and any

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agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation.
(f)    The parties hereto agree that, in the event of breach or threatened breach of any covenants herein, the damage or imminent damage shall be inestimable, and that therefore any remedy at law or in damages shall be inadequate. Accordingly, the parties hereto agree that the Company and Executive shall be entitled to injunctive relief in the event of any breach or threatened breach of any of such provisions by Executive or the Company, in addition to any other relief (including damages) available to the Company or Executive under this Agreement or under law.
13.    Return of Company Property. On or before the Termination Date, Executive shall return to the Company all Company documents (in electronic, paper or any other form, as well as all copies thereof) and other Company property that Executive has had in his/her possession at any time, including, but not limited to, files, notes, drawings, records, business plans and forecasts, financial information, specifications, computer-recorded information, tangible property, including, but not limited to, entry cards, credit and charge cards, and identification badges and keys, and any materials of any kind that contain or embody any proprietary or confidential information of the Company. Executive agrees to make a diligent search for all such property and to return any property not previously returned to the Company on or before the Termination Date.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written. By signing below, Executive acknowledges that he/she: (i) has received a copy of the Plan and its Summary Plan Description and understands the terms of the Plan and this Agreement; (ii) is voluntarily entering into this Agreement; and (iii) is agreeing to be bound by the terms of the Plan and this Agreement.
 
BRIDGEPOINT EDUCATION, INC.
 
 
 
 
By:
 
 
Its:
 
Executive:
 
 
 
 
 





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Exhibit 10.2

EXHIBIT A
RELEASE OF CLAIMS AND COVENANT NOT TO SUE
THIS RELEASE OF CLAIMS AND COVENANT NOT TO SUE (the “Release”), dated as of [DATE], is made by and between Bridgepoint Education, Inc., a Delaware corporation (the “Company”), and _________________ (“Executive”). This Release is effective only if: (i) it has been executed by Executive after his/her termination of employment with the Company; (ii) such executed Release has been provided to the Company on or before [DATE]; and (iii) the revocation period has expired without revocation as set forth in Section 5(c) below (the “Effective Date”). The Company and Executive are collectively referred to herein as the “Parties.”
WITNESSETH:
WHEREAS, Executive was an employee of the Company and served as the Company’s [JOB TITLE];
WHEREAS, Executive is a participant in and “Covered Employee” under the Amended and Restated Bridgepoint Education, Inc. Executive Severance Plan (the “Plan”);
WHEREAS, pursuant to the Plan and the Severance Agreement executed by the Parties on [DATE] (the “Severance Agreement”), Executive is eligible for specified severance benefits upon the occurrence of certain events with such benefits conditioned upon, among other things, Executive’s execution and non-revocation of this Release;
WHEREAS, Executive’s employment was terminated [by the Company without Cause] [by Executive for Good Reason] (as defined in the Severance Agreement) on [DATE] (the “Separation Date”);
WHEREAS, the Parties acknowledge that Executive’s termination of employment on the Separation Date will result in Executive’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h); and
WHEREAS, pursuant to the terms of the Plan and Severance Agreement, the Company has determined to treat the termination of Executive’s employment as eligible for payment of certain separation benefits provided in the Severance Agreement in exchange for compliance with the terms of the Severance Agreement, including the requirement that Executive execute this Release.
NOW, THEREFORE, the Company and Executive agree as follows:
1.    Termination of Employment. Executive acknowledges and agrees that Executive’s employment with the Company terminated as of the close of business on the Separation Date. As of the Separation Date, Executive agrees that he/she is no longer an employee of the Company and no longer holds any positions or offices with the Company. Executive further acknowledges the receipt of all wages, vested benefits, accrued vacation, expense reimbursement, and any other monies owed by the Company to Executive through the Separation Date. Aside from the severance payments and benefits described in Section 2 below, Executive acknowledges that Executive is not entitled to any additional future compensation from the Company.

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2.    Separation Benefits. In consideration for the release of claims set forth in Section 5 below and the other obligations set forth in this Release, the Plan and the Severance Agreement and further provided that (i) this Release is signed by Executive and not revoked by Executive pursuant to Section 5(c) below and (ii) Executive remains in continuing compliance with all of the terms of this Release, the Plan and the Severance Agreement, including without limitation the restrictive covenants set forth in Section 12 of the Severance Agreement, Executive shall be entitled to receive the severance payments and benefits specified in Sections 2(a), 2(b), 2(c) and 2(d) of the Severance Agreement. Executive acknowledges that the Company’s provision of the severance payments and benefits specified in Sections 2(a), 2(b), 2(c) and 2(d) of the Severance Agreement shall fully satisfy the Company’s obligations to Executive pursuant to the Plan and the Severance Agreement. Executive further acknowledges that he/she will receive the severance payments and benefits specified in Sections 2(a), 2(b), 2(c) and 2(d) of the Severance Agreement only following the Effective Date. Executive understands that the severance payments and benefits are an additional benefit to which Executive would not be entitled if Executive did not sign this Release.
3.    Integration. This Release, the Plan and the Severance Agreement (and any agreements referenced therein) represent the entire agreement and understanding between the Parties as to the subject matter hereof and supersede all prior agreements whether written or oral. This Release is subject to all of the terms and conditions of the Plan and the Severance Agreement, which are incorporated herein by reference.
4.    Right to Advice of Counsel. Executive acknowledges that Executive has had the opportunity to fully review this Release, the Severance Agreement and the Plan and, if Executive so chooses, to consult with counsel, and is fully aware of Executive’s rights and obligations under this Release, the Severance Agreement and the Plan.
5.    Executive’s Release of Claims. Executive hereby expressly covenants not to sue and irrevocably and unconditionally releases and waives any and all claims, liabilities, demands, damages, penalties, debts, accounts, obligations, actions, grievances, and causes of action (“Claims”), whether now known or unknown, suspected or unsuspected, whether in law, in equity or in arbitration, of any kind or nature whatsoever, which Executive has or claims to have, now or hereafter, against the Company and its divisions, facilities, subsidiaries and affiliated entities, successors and assigns, or any of its or their respective past or present officers, directors, trustees, shareholders, agents, employees, attorneys, insurers, representatives (collectively, the “Releasees”), including, but not limited to, any Claims arising out of or relating in any way to any rights arising out of alleged violations of any contracts Executive may have entered into with the Company (including, but not limited to, the Severance Agreement and the Plan), express or implied, and Executive’s employment at the Company and the termination thereof. Without limiting the foregoing, Executive hereby acknowledges and agrees that the Claims released by this Release include, but are not limited to, Claims arising out of any state or federal whistleblower statute or regulation, or any tort including defamation, or any legal restrictions on the Company’s right to terminate employees, or any federal, state or other governmental statute, regulation or ordinance, including without limitation: Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Federal Worker Adjustment and Retraining Notification Act (or any similar state, local or foreign law), the Employee Retirement Income Security Act of 1974, as amended, the California Fair Employment and Housing Act, the Americans With Disabilities Act,

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the Fair Labor Standards Act (including the Equal Pay Act), the California Constitution, the California Labor Code, the Family Medical Leave Act, the California Family Rights Act, the Genetic Information Non-Discrimination Act, the National Labor Relations Act, the Lilly Ledbetter Fair Pay Act, the Fair Credit Reporting Act, the False Claims Act, the Sarbanes-Oxley Act, the California Business and Professions Code, the Older Workers Benefit Protection Act (the “OWBPA”), California statutory or common law, the Orders of the California Industrial Welfare Commission regulating wages, hours, and working conditions, and federal statutory law, or any Claim for severance pay, bonus, sick leave, disability, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit. Nothing in this Release shall limit in any way Executive’s right under California Workers’ Compensation laws to file or pursue any workers’ compensation claim. Nothing herein shall release any rights to indemnification Executive may have in connection with Executive’s actions taken in the course of his/her duties with the Company. This Release shall not apply to any Claims that may not be waived as a matter of applicable law. Executive understands that Executive is not releasing or giving up any Claims for any events or actions that happen after his/her Separation Date. Executive acknowledges that he/she may participate in any manner in any investigation of a charge or complaint by any local, state, or federal agency, but that he/she has waived any Claim or right to receive damages or compensation on the basis of any such charge, complaint or investigation. This Release also does not waive any right that may not be released by private agreement.
(a)    It is understood and agreed that this is a full, complete and final general release of any and all claims described above and that Executive agrees that it shall apply to all unknown, unanticipated, unsuspected and undisclosed claims, demands, liabilities, actions or causes of action, in law, equity or otherwise, as well as those which are now known, anticipated, suspected or disclosed. As part of this general release, Executive expressly releases, waives and relinquishes all rights under Section 1542 of the California Civil Code which states:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
Executive hereby expressly waives and relinquishes all rights and benefits under any law or legal principle of similar effect to Section 1542 of the California Civil Code in any jurisdiction with respect to the release granted in this Release. Executive acknowledges that he/she may later discover facts in addition to or different from those which Executive now knows, or believes to be true, with respect to any of the subject matters of this Release, but that it is nevertheless Executive’s intention to settle and release any and all Claims released herein.
(b)    Executive warrants and represents that there is not now pending any action, complaint, petition, Executive charge, grievance, or any other form of administrative, legal or arbitral proceeding by Executive against the Company based on any event(s) occurring through the date of the execution of this Release and further warrants and represents that no such proceeding of any kind shall be instituted by or on Executive’s behalf based upon any and all Claims released herein. Executive also represents and agrees that Executive will not in the future, file, participate in, encourage, instigate or assist in the prosecution of any claim, complaints or charges or in any lawsuit

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by any party in any state or federal court against any of the Releasees unless such aid or assistance is ordered by a court or government agency or sought by compulsory legal process (e.g., a subpoena), claiming that any of the Releasees have violated any local, state, or federal laws based upon events occurring through the date of the execution of this Release. Nothing in this Release shall be construed as prohibiting Executive from making a future claim with or cooperating with the Equal Employment Opportunity Commission or any similar state or federal agency; provided, however, that should Executive pursue such an administrative action against any of the Releasees, to the maximum extent allowed by law, Executive acknowledges and agrees that Executive will not seek, nor will Executive be entitled to recover, any monetary damages from any such proceeding. 
(c)    Executive expressly acknowledges, understands and agrees that this Release includes a waiver and release of all claims which Executive has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of ADEA claims under this Release:
(i)    Executive acknowledges that this paragraph and this Release, the Severance Agreement, and the Plan are written in a manner calculated to be understood by Executive.
(ii)    The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which Executive signs this Release.
(iii)    Executive is advised to consult an attorney before signing this Release.
(iv)    Executive is granted twenty-one (21) days after he/she is presented with this Release to decide whether or not to sign this Release (although Executive may elect not to use the full twenty-one (21) day period). Executive understands and agrees that this Release will be automatically withdrawn by the Company if Executive does not accept and deliver this Release to the General Counsel of the Company within the twenty-one (21) day period.
(v)    Executive will have the right to revoke the waiver and release of claims under the ADEA within seven (7) days of signing this Release. In the event this Release is revoked, Executive understands that this Release will be null and void, and he/she will not be entitled to receive the severance payments and benefits specified in Sections 2(a), 2(b), 2(c) and 2(d) of the Severance Agreement. If Executive wishes to revoke this Release, Executive shall deliver written notice to the General Counsel of the Company stating his/her intent to revoke this Release on or before 11:59 p.m. on the seventh (7th) day after he/she signs the Release. Receipt by the General Counsel of proper and timely notice of revocation from Executive cancels and voids this Release. If Executive does not provide a timely notice of revocation, this Release will become effective, irrevocable, binding and enforceable on the eighth (8th) day after Executive signs the Release.

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(vi)    Executive hereby acknowledges and agrees that he/she is knowingly and voluntarily waiving and releasing Executive’s rights and claims in exchange for consideration (something of value) in addition to anything of value to which he/she is already entitled.
(vii)    Nothing in this Release prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law.
6.    Labor Code Section 206.5. Executive agrees that the Company has paid to Executive his/her salary and vacation accrued as of the Separation Date and that these payments represent all such monies due to Executive through the Separation Date. In light of the payment by the Company of all wages due, or to become due to Executive, California Labor Code Section 206.5 is not applicable. That section provides in pertinent part as follows:
“NO EMPLOYER SHALL REQUIRE THE EXECUTION OF ANY RELEASE OF ANY CLAIM OR RIGHT ON ACCOUNT OF WAGES DUE, OR TO BECOME DUE, OR MADE AS AN ADVANCE ON WAGES TO BE EARNED, UNLESS PAYMENT OF SUCH WAGES HAS BEEN MADE.”
7.    No Admission of Liability. It is understood and agreed that this Release and the Severance Agreement are not an admission of liability and shall not be used or construed as such in any proceeding.
8.    Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it valid, enforceable and legal.
9.    No Representations. Executive has not relied upon any representations or statements made by the Company in deciding whether to execute this Release.
10.    Voluntary Execution of Release. This Release is executed voluntarily by Executive and without any duress or undue influence and with the full intent of releasing all claims. Executive acknowledges that:
(a)    Executive has read this Release;
(b)    Executive has been represented in the preparation, negotiation, and execution of this Release by legal counsel of his/her own choice or that he/she has voluntarily declined to seek such counsel;
(c)    Executive understands the terms and consequences of this Release and of the releases it contains;

A-5    

(d)    Executive is fully aware of the legal and binding effect of this Release.
By signing this Release before the twenty-one (21) day period described in Section 5(c)(iv) expires, Executive waives Executive’s right under the ADEA and the OWBPA to twenty-one (21) days to consider the terms of this Release. In any case, however, Executive retains the right to revoke this Release within seven (7) days of signing this Release, as described above in Section 5(c)(v).
IN WITNESS WHEREOF, the Parties have caused this Release to be duly executed and delivered as of the date first above written.

 
BRIDGEPOINT EDUCATION, INC.
 
 
 
 
By:
 
 
Its:
 
Executive:
 
 
 
 
 



A-6    




Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 

I, Andrew S. Clark, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Bridgepoint Education, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2015
 
 
/s/ ANDREW S. CLARK
 
 
Andrew S. Clark
President and Chief Executive Officer






Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Daniel J. Devine, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Bridgepoint Education, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2015
 
 
/s/ DANIEL J. DEVINE
 
 
Daniel J. Devine
Chief Financial Officer






Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
        
In connection with the Quarterly Report on Form 10-Q for the period ended June 30, 2015 (the "Report") of Bridgepoint Education, Inc. (the "Company"), each of the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: August 4, 2015
/s/ ANDREW S. CLARK
 
 
Andrew S. Clark,
President and Chief Executive Officer
(Principal Executive Officer)
 
 
Dated: August 4, 2015
/s/ DANIEL J. DEVINE
 
 
Daniel J. Devine,
Chief Financial Officer
(Principal Financial Officer)
 
 

        This certification shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing.
        A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.






Exhibit 99.1

Disclosure pursuant to Section 13(r) of the Securities Exchange Act of 1934
Pursuant to Section 13(r) of the Securities Exchange Act of 1934, we, Bridgepoint Education, Inc. (“Bridgepoint”), may be required to disclose in our annual and quarterly reports to the Securities and Exchange Commission (the “SEC”) whether we or any of our “affiliates” knowingly engaged in certain activities, transactions or dealings relating to Iran or with certain individuals or entities targeted by U.S. economic sanctions. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable law. Because the SEC defines the term “affiliate” broadly, it includes any entity under common “control” with us (and the term “control” is also construed broadly by the SEC).
The description of the activities below has been provided to Bridgepoint by Warburg Pincus LLC (“WP”), affiliates of which: (i) beneficially own more than 10% of our outstanding common stock and/or are members of our board of directors and (ii) beneficially own more than 10% of the equity interests of, and have the right to designate members of the board of directors of Santander Asset Management Investment Holdings Limited (“SAMIH”). SAMIH may therefore be deemed to be under common “control” with Bridgepoint; however, this statement is not meant to be an admission that common control exists.
The disclosure below relates solely to activities conducted by SAMIH and its non-U.S. affiliates that may be deemed to be under common “control” with Bridgepoint. The disclosure does not relate to any activities conducted by Bridgepoint or by WP and does not involve our or WP’s management. Neither Bridgepoint nor WP has had any involvement in or control over the disclosed activities of SAMIH, and neither Bridgepoint nor WP has independently verified or participated in the preparation of the disclosure. Neither Bridgepoint nor WP is representing as to the accuracy or completeness of the disclosure nor do we or WP undertake any obligation to correct or update it.
Bridgepoint understands that SAMIH’s affiliates intend to disclose in their next annual or quarterly SEC report that “Santander UK holds frozen savings and current accounts for two customers resident in the U.K. who are currently designated by the U.S. for terrorism. The accounts held by each customer were blocked after the customer’s designation and have remained blocked and dormant throughout the first half of 2015. No revenue has been generated by Santander UK on these accounts.”
“An Iranian national, resident in the U.K., who is currently designated by the U.S. under the Iranian Financial Sanctions Regulations and the Weapons of Mass Destruction Proliferators Sanctions Regulations (“NPWMD sanctions program”), holds a mortgage with Santander UK that was issued prior to any such designation. No further drawdown has been made (or would be allowed) under this mortgage although Santander UK continues to receive repayment installments. In the first half of 2015, total revenue in connection with the mortgage was approximately £1,780 while net profits were negligible relative to the overall profits of Santander UK. Santander UK does not intend to enter into any new relationships with this customer, and any disbursements will only be made in accordance with applicable sanctions. The same Iranian national also holds two investment accounts with Santander Asset Management UK Limited. The accounts have remained frozen during the first half of 2015. The investment returns are being automatically reinvested, and no disbursements have been made to the customer. Total revenue for the Group in connection with the investment accounts was approximately £120 while net profits in the first quarter of 2015 were negligible relative to the overall profits of Banco Santander, S.A.”


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