ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
5. Fair Value Measurements
The following tables summarize fair value information as of March 31, 2022 and December 31, 2021, respectively (in thousands): | | | | | | | | | | | | | | | | | | | | | | | |
| As of March 31, 2022 |
| Level 1 | | Level 2 | | Level 3 | | Total |
Mutual funds | $ | 905 | | | $ | — | | | $ | — | | | $ | 905 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2021 |
| Level 1 | | Level 2 | | Level 3 | | Total |
Mutual funds | $ | 974 | | | $ | — | | | $ | — | | | $ | 974 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
The mutual funds in the tables above, represent deferred compensation asset balances, which are considered to be trading securities. The Company’s deferred compensation asset balances are recorded in the investments line item on the Company’s condensed consolidated balance sheets, and are classified as Level 1 securities. There were no transfers between any level categories for investments during the periods presented.
There were no differences between amortized cost and fair value of investments as of March 31, 2022 or December 31, 2021, and no reclassifications out of accumulated other comprehensive income during the three months ended March 31, 2022 or 2021.
6. Accounts Receivable, Net
Accounts receivable, net, consisted of the following (in thousands): | | | | | | | | | | | |
| As of March 31, 2022 | | As of December 31, 2021 |
Accounts receivable | $ | 7,726 | | | $ | 10,562 | |
Less allowance for credit losses | 1,130 | | | 931 | |
Accounts receivable, net | $ | 6,596 | | | $ | 9,631 | |
The following table presents the changes in the allowance for credit losses for the three months ended March 31, 2022 (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Beginning Balance | | Charged to Expense | | Write-offs | | Recoveries of amounts | | Ending Balance |
| | | | | | | | | |
| | | | | | | | | |
| $ | 931 | | | $ | 201 | | | $ | (2) | | | $ | — | | | $ | 1,130 | |
The following table presents the changes in the allowance for credit losses for the three months ended March 31, 2021 (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Beginning Balance | | Charged to Expense | | Write-offs | | Recoveries of amounts | | Ending Balance |
| | | | | | | | | |
| | | | | | | | | |
| $ | 1,216 | | | $ | 661 | | | $ | (159) | | | $ | — | | | $ | 1,718 | |
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
7. Other Significant Balance Sheet Accounts
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands): | | | | | | | | | | | |
| As of March 31, 2022 | | As of December 31, 2021 |
Prepaid expenses | $ | 3,760 | | | $ | 2,664 | |
Prepaid licenses | 3,685 | | | 1,233 | |
| | | |
| | | |
Prepaid insurance | 2,437 | | | 2,254 | |
| | | |
Insurance recoverable | 515 | | | 496 | |
Other current assets (1) | 6,846 | | | 6,776 | |
Total prepaid expenses and other current assets | $ | 17,243 | | | $ | 13,423 | |
(1) Other current assets includes a net asset adjustment due from Global Campus related to the Sale Transaction, which is currently in mediation.
Property and Equipment, Net
Property and equipment, net, consisted of the following (in thousands): | | | | | | | | | | | |
| As of March 31, 2022 | | As of December 31, 2021 |
| | | |
| | | |
Furniture and office equipment | $ | 22,001 | | | $ | 22,032 | |
Software | 4,493 | | | 4,493 | |
Leasehold improvements | 15,921 | | | 15,921 | |
Vehicles | 22 | | | 22 | |
| | | |
Total property and equipment | 42,437 | | | 42,468 | |
Less accumulated depreciation and amortization | (17,472) | | | (16,086) | |
Total property and equipment, net | $ | 24,965 | | | $ | 26,382 | |
For the three months ended March 31, 2022 and 2021, depreciation and amortization expense related to property and equipment was $1.4 million and $1.3 million, respectively.
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
Goodwill and Intangibles, Net
Goodwill and intangibles, net, consisted of the following (in thousands): | | | | | | | | | | | | | | | | | |
| March 31, 2022 |
Definite-lived intangible assets: | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
Capitalized curriculum costs | $ | 14,012 | | | $ | (12,733) | | | $ | 1,279 | |
Purchased intangible assets | 14,185 | | | (9,561) | | | 4,624 | |
Total definite-lived intangible assets | $ | 28,197 | | | $ | (22,294) | | | $ | 5,903 | |
Goodwill | | | | | 23,176 | |
Total goodwill and intangibles, net | | | | | $ | 29,079 | |
| | | | | |
| December 31, 2021 |
Definite-lived intangible assets: | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
Capitalized curriculum costs | $ | 13,982 | | | $ | (12,796) | | | $ | 1,186 | |
Purchased intangible assets | 14,185 | | | (9,048) | | | 5,137 | |
Total definite-lived intangible assets | $ | 28,167 | | | $ | (21,844) | | | $ | 6,323 | |
Goodwill | | | | | 23,176 | |
Total goodwill and intangibles, net | | | | | $ | 29,499 | |
For the three months ended March 31, 2022 and 2021, amortization expense was $0.6 million and $1.0 million, respectively.
The following table summarizes the estimated remaining amortization expense as of each fiscal year ended below (in thousands): | | | | | | | | |
Year Ended December 31, | | |
Remainder of 2022 | $ | 1,887 | |
2023 | 2,477 | |
2024 | 910 | |
2025 | 257 | |
2026 | 137 | |
Thereafter | 235 | |
Total future amortization expense | $ | 5,903 | |
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consisted of the following (in thousands): | | | | | | | | | | | |
| As of March 31, 2022 | | As of December 31, 2021 |
Accounts payable | $ | 9,952 | | | $ | 5,967 | |
Accrued salaries and wages | 7,205 | | | 5,434 | |
Accrued bonus | 1,714 | | | 3,625 | |
Accrued vacation | 3,055 | | | 3,037 | |
Accrued litigation and fees | 22,376 | | | 22,376 | |
Minimum residual liability (1) | 22,481 | | | 14,987 | |
Accrued expenses | 12,816 | | | 13,400 | |
| | | |
Current leases payable | 4,515 | | | 4,492 | |
Accrued insurance liability | 1,280 | | | 1,404 | |
Accrued income taxes payable | 127 | | | 47 | |
Total accounts payable and accrued liabilities | $ | 85,521 | | | $ | 74,769 | |
(1) Amount represents approximately 75% of the total amount anticipated to be remitted to Global Campus in June 2022. The amount payable could be materially different than the current estimate projected by management.
Other Long-Term Liabilities
Other long-term liabilities consisted of the following (in thousands): | | | | | | | | | | | |
| As of March 31, 2022 | | As of December 31, 2021 |
| | | |
| | | |
Notes payable | $ | 2,759 | | | $ | 2,723 | |
Deferred revenue | 673 | | | 807 | |
Other long-term liabilities | 242 | | | 1,585 | |
Total other long-term liabilities | $ | 3,674 | | | $ | 5,115 | |
8. Credit Facilities
The Company has issued letters of credit that are collateralized with cash, in the aggregate amount of $6.0 million as of March 31, 2022. The letters of credit relate primarily to the Company's leased facilities and insurance requirements. The collateralized cash is held in restricted cash on the Company's condensed consolidated balance sheets.
The Company is required to provide surety bonds in certain states in which it does business. As a result, the Company previously entered into a surety bond facility with an insurance company to provide such bonds when required. Although there are no remaining issued bonds on the Company’s behalf under this facility as of March 31, 2022, the Company still holds certain liability associated with any required collateral.
Subsequent to the quarter end, on April 14, 2022, the Company entered into a Financing Agreement (the “Credit Facility”) among the Company, as borrower, each of its wholly-owned subsidiaries as subsidiary guarantors (the “Guarantors”), the lenders party thereto from time to time (the “Lenders”) and Blue Torch Finance LLC, as administrative agent and collateral agent for the Lenders (the “Agent”). The Credit Facility provides for, among other things, a term loan in the aggregate principal amount of $31.5 million (the “Term Loan”). The proceeds of the Term Loan will be used (i) if necessary, to satisfy any final judgement in the CA Attorney General lawsuit, and (ii) thereafter, to fund the working capital of the Company and the Guarantors.
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
Subject to the terms of Credit Facility, the Term Loan bears interest at a rate per annum equal to LIBOR plus 9.0%, payable monthly. The principal amount of the Term Loan will be repayable in equal quarterly installments of $393,750 beginning June 30, 2023 and through March 31, 2025, with the remaining unpaid principal amount of the Term Loan, and all accrued and unpaid interest thereon, due and payable on the maturity date of April 14, 2025.
The Credit Facility contains customary representations, warranties, affirmative and negative covenants (including financial covenants), and indemnification provisions in favor of the Agent and the Lenders. The financial covenants include a minimum cash flow covenant that takes effect six months following the Effective Date and that is to be tested on a monthly basis for the trailing twelve month period, a minimum liquidity covenant that requires the Company to maintain unrestricted cash on hand at all times of at least $7.5 million (inclusive of any proceeds of the Term Loan in excess of the amounts used to satisfy any final judgment in the CA Attorney General lawsuit, and minimum revenue covenants applicable to each of the Company’s Fullstack Academy, LLC and TutorMe, LLC subsidiaries and that are to be tested on a monthly basis beginning June 30, 2022 for the trailing twelve month period.
In connection with the Credit Facility, the Company issued warrants (the “Warrants”) to the Lenders to purchase at any time or from time to time on or after the date that is six months from the Effective Date, at an exercise price of $0.01 per share, such number of shares of common stock of the Company as equals 5.0% of the outstanding fully-diluted shares of common stock of the Company as of the issuance date.
9. Lease Obligations
Operating Leases
The Company leases various office and classroom facilities with terms that expire at various dates through 2033. These facilities are used for academic operations, corporate functions, enrollment services and student support services. The Company does not have any leases other than its office facilities and classrooms. All of the leases were classified as operating leases for the period ended March 31, 2022, and the Company does not have any finance leases. All of the leases, other than those that may qualify for the short-term scope exception of 12 months or less, are recorded on the Company’s condensed consolidated balance sheets.
In 2021, the Company entered into a new lease in New York for classrooms and office space and recorded a right-of-use asset of $14.6 million in exchange for lease obligations. However, in the fourth quarter of 2021, the Company began to market this space for sublease. There is no guarantee that the Company will be able to sublease the space at rates materially similar to that of the current lease.
The Company's one active sublease as of March 31, 2022 relates to office space of approximately 21,000 square feet in Denver, Colorado with a remaining commitment to lease of 11 months and net lease payments of $0.6 million. Sublease income for the three months ended March 31, 2022 and 2021 was $0.1 million and $0.6 million, respectively. The Company’s sublease does not include any options to extend or for early termination and do not contain any residual value guarantees or restrictive covenants. The sublease was classified as an operating lease for the period ended March 31, 2022.
10. Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing net income (loss) available to common stockholders for the period by the weighted average number of common shares outstanding for the period.
Diluted income (loss) per share is calculated by dividing net income (loss) available to common stockholders for the period by the sum of (i) the weighted average number of common shares outstanding for the period, plus (ii) potentially dilutive securities outstanding during the period, if the effect is dilutive. Potentially dilutive securities for the periods presented include stock options, unvested restricted stock units (“RSUs”) and unvested performance stock units (“PSUs”).
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
The following table sets forth the computation of basic and diluted income (loss) per share for the periods indicated (in thousands, except per share data): | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2022 | | 2021 | | | | |
Numerator: | | | | | | | |
Net income (loss) | $ | (7,437) | | | $ | (9,493) | | | | | |
Denominator: | | | | | | | |
Weighted average number of common shares outstanding | 33,562 | | | 32,769 | | | | | |
Effect of dilutive options and stock units | — | | | — | | | | | |
| | | | | | | |
Diluted weighted average number of common shares outstanding | 33,562 | | | 32,769 | | | | | |
Income (loss) per share: | | | | | | | |
Basic | $ | (0.22) | | | $ | (0.29) | | | | | |
Diluted | $ | (0.22) | | | $ | (0.29) | | | | | |
The following table sets forth the number of stock options and stock units excluded from the computation of diluted income (loss) per share for the periods indicated below because their effect was anti-dilutive (in thousands): | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2022 | | 2021 | | | | |
Stock options | 1,096 | | | 1,582 | | | | | |
Stock units | 3,163 | | | 1,461 | | | | | |
11. Stock-Based Compensation
The Company recorded a reversal of $1.2 million of stock-based compensation expense for the three months ended March 31, 2022, primarily relating to the forfeitures of certain performance-based PSUs not meeting their targets. The Company recorded $2.4 million of stock-based compensation expense for the three months ended March 31, 2021. The related income tax expense was $0.3 million for the three months ended March 31, 2022, and the related income tax benefit was $0.6 million for the three months ended March 31, 2021.
During the three months ended March 31, 2022, the Company granted 1.0 million RSUs at a weighted average grant date fair value of $0.84 and 0.5 million RSUs vested. During the three months ended March 31, 2021, the Company granted 0.5 million RSUs at a grant date fair value of $4.25, and 0.8 million RSUs vested.
During the three months ended March 31, 2022, the Company granted 0.4 million performance-based PSUs at a weighted average grant date fair value of $0.91, and 0.2 million performance-based or market-based PSUs vested. During the three months ended March 31, 2021, the Company did not grant any performance-based or market-based PSUs and no performance-based or market-based PSUs vested.
During each of the three months ended March 31, 2022, and 2021, the Company did not grant any stock options and no stock options were exercised.
As of March 31, 2022, unrecognized compensation cost was $5.8 million related to unvested stock options, RSUs and PSUs.
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
12. Income Taxes
The Company uses the asset-liability method to account for taxes. Under this method, deferred income tax assets and liabilities result from temporary differences between the tax basis of assets and liabilities and their reported amounts in the condensed consolidated financial statements that will result in income and deductions in future years.
The Company recognizes deferred tax assets if realization of such assets is more-likely-than-not. In order to make this determination, the Company evaluates a number of factors including the ability to generate future taxable income from reversing taxable temporary differences, forecasts of financial and taxable income or loss, and the ability to carryback certain operating losses to refund taxes paid in prior years. The cumulative loss incurred over the three-year period ended March 31, 2022 constituted significant negative objective evidence against the Company’s ability to realize a benefit from its federal deferred tax assets. Such objective evidence limited the ability of the Company to consider in its evaluation certain subjective evidence such as the Company’s projections for future growth. On the basis of its evaluation, the Company determined that its deferred tax assets were not more-likely-than-not to be realized and that a valuation allowance against its deferred tax assets should continue to be maintained as of March 31, 2022.
The Company’s current effective income tax rate that has been applied to normal, recurring operations for the three months ended March 31, 2022, after discrete items, was (1.1)%.
As of both March 31, 2022, and December 31, 2021, the Company did not have any gross unrecognized tax benefits. Although the Company believes the tax accruals provided are reasonable, the final determination of tax returns under review or returns that may be reviewed in the future and any related litigation could result in tax liabilities that materially differ from the Company’s historical income tax provisions and accruals.
The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The 2017 tax year are forward are open to examination for federal income tax purposes, and the 2015 tax year and forward are open to examination for state income tax purposes.
13. 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 (“Higher Education Act”), and the regulations promulgated thereunder by the U.S. Department of Education (“Department”) subject the Company and its university partners 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 aid programs under Title IV of the Higher Education Act (“Title IV programs”). After the sale of the University to Global Campus, the Company remains responsible for liabilities resulting from any violation of these regulatory requirements during the time it owned and operated the University, either directly or by an obligation to indemnify Global Campus.
Department of Education On-Site Program Review of former Ashford University
In December 2016, the Department informed the University that it intended to continue the on-site program review, which commenced in January 2017 and initially covered the 2015-2016 and 2016-2017 award years, but may be expanded if the Department deems such expansion appropriate. To date, the Company has not received a draft report from the Department.
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
Department of Education Close Out Audit of University of the Rockies
During the fiscal year 2018, the Company recorded an expense of $1.5 million, in relation to the close out audit of University of the Rockies resulting from its merger with the University in October 2018. The expense was recorded in relation to borrower defense to repayment regulations. On September 26, 2019, the Department sent the University a Final Audit Determination letter for the University of the Rockies. This letter confirmed that with the exception of the borrower defense to repayment regulations, none of the other audit findings resulted in financial liability. The Department also stated that additional liabilities could accrue in the future. On December 19, 2019, the Company filed an administrative appeal with the Department appealing the alleged liability on the basis that the University of Rockies did not close but rather merged with the University. The briefing on the appeal is complete and the Company is awaiting a decision by the administrative law judge.
WSCUC Accreditation of Global Campus (formerly Ashford University)
Global Campus is regionally accredited by WASC Senior College and University Commission (“WSCUC”). In June 2019, WSCUC acted to reaffirm accreditation through Spring 2025.
In November 2020, WSCUC approved the change of control application filed to complete the Sale Transaction, subject to certain conditions. WSCUC notified Global Campus that the provisions of the Notice of Concern issued as part of the reaffirmation of the University in July 2019 also remain in effect.
Department of Education Regulation
On December 1, 2020, the parties to the Purchase Agreement entered into Amendment No. 1 to the Purchase Agreement (“Amendment”) pursuant to which, among other things, the University of Arizona and Global Campus waived the closing condition regarding issuance of a pre-acquisition review notice by the Department of Education. Under the terms of the Purchase Agreement, as amended, the Closing was subject to customary closing conditions for transactions in this sector. The Department is expected to conduct a post-closing review of Global Campus following the Sale Transaction, consistent with the Department’s procedures during which the Department makes a determination on the institution’s request for recertification from the Department following the change of control, including whether to impose or place other conditions or restrictions. To be eligible to participate in Title IV programs, an institution must comply with the Higher Education Act and the regulations thereunder that are administered by the Department.
Borrowers Defense to Repayment
On October 28, 2016, the Department published borrower defense to repayment regulations to change processes that assist students in gaining relief under certain provisions of the Direct Loan Program regulations. These defense to repayment regulations allow a borrower to assert a defense to repayment on the basis of a substantial misrepresentation, any other misrepresentation in cases where certain other factors are present, a breach of contract or a favorable nondefault contested judgment against a school for its act or omission relating to the making of the borrower’s loan or the provision of educational services for which the loan was provided. In addition, the financial responsibility standards contained in the new regulations establish the conditions or events that trigger the requirement for an institution to provide the Department with financial protection in the form of a letter of credit or other security against potential institutional liabilities. Triggering conditions or events include, among others, certain state, federal or accrediting agency actions or investigations, and in the case of publicly traded companies, receipt of certain warnings from the SEC or the applicable stock exchange, or the failure to timely file a required annual or quarterly report with the SEC. The new regulations also prohibit schools from requiring that students agree to settle future disputes through arbitration.
On March 15, 2019, the Department issued guidance for the implementation of parts of the regulations. The guidance covers an institution’s responsibility in regard to reporting mandatory and discretionary triggers as part of the financial responsibility standards, class action bans and pre-dispute arbitration agreements, submission of arbitral and judicial records, and repayment rates.
On August 30, 2019, the Department finalized the regulations derived from the 2017-2018 negotiated rulemaking process and subsequent public comments. This version of the borrower defense regulations applies to all federal student loans made on or after July 1, 2020, and, among other things: grants borrowers the right to assert borrower defense to repayment claims
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
against institutions, regardless of whether the loan is in default or in collection proceedings; allows borrowers to file defense to repayment claims three years from either the student’s date of graduation or withdrawal from the institution; and gives students the ability to allege a specific amount of financial harm and to obtain relief in an amount determined by the Department, which may be greater or lesser than their original claim amount. It also includes financial triggers and other factors for recalculating an institution’s financial responsibility composite score that differ from those in the 2016 regulations.
On March 18, 2021, the Department announced it would adopt a streamlined approach for granting full debt relief to borrowers reversing the methodology first announced in December 2019 that allowed for partial student loan cancellation for borrowers. The Department determined that the previous methodology did not result in an appropriate relief determination.
In July 2020, the Department notified the Company that they would be initiating a preliminary review of borrower defense applications from borrowers who made claims regarding the University. As part of the initial fact-finding process, the Department will send individual student claims to the University and allow the institution the opportunity to submit a response to the borrower’s allegations. In 2020, the Company received and timely responded to the submitted claims and cannot predict the outcome of the Department’s review at this time. In 2022, Global Campus also received additional borrower defense applications from borrowers. Global Campus is responding to these additional submitted claims and we cannot predict the outcome of the Department's review at this time.
14. 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 GAAP, 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, the best estimate within that range should be accrued. If no estimate is better than another, the Company records the minimum estimated liability in the range. 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 could be material. The Company continuously assesses the potential liability related to the Company’s pending litigation and revises its estimates when additional information becomes available. Other than the specific liabilities assumed by Global Campus, the Company and AU LLC will generally remain responsible for liabilities of the University relating to periods prior to the closing of the Sale Transaction. Below is a list of material legal proceedings to which the Company or its subsidiaries is a party.
California Attorney General Investigation of For-Profit Educational Institutions
In January 2013, the Company received from the Attorney General of the State of California (“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 requested documents and detailed information for the time period March 1, 2009 to the date of the Investigative Subpoena. 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 each such date.
Representatives from the Company met with representatives from the CA Attorney General’s office on several occasions 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 parties also discussed a potential resolution involving injunctive relief, other non-monetary remedies and a payment to the CA Attorney General and in the third quarter of 2016, the Company recorded an expense of $8.0 million related to the cost of resolving this matter.
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
The parties did not reach a resolution and on November 29, 2017, the CA Attorney General filed suit against the Company. The Company vigorously defended this case and emphatically denies the allegations made by the CA Attorney General that it ever deliberately misled its students, falsely advertised its programs, or in any way were not fully accurate in its statements to investors. A trial took place from November 2021 through December 2021.
On March 7, 2022, the Superior Court of the State of California, County of San Diego (the “Court”), issued a Statement of Decision regarding the Lawsuit in favor of the CA Attorney General. In the Statement of Decision, the Court ordered the Company to pay $22.4 million in statutory penalties. As a result, the Company accrued an additional $14.3 million in the fourth quarter of 2021, and the total of $22.4 million remains accrued as of March 31, 2022. The Court denied the CA Attorney General’s demands for restitution and injunctive relief finding no evidence postdating 2017 that would necessitate an injunction. The Company is disappointed by the Court’s decision and believes that its practices were at all times in compliance with California law. The Company is currently considering all options available to it related to the Statement of Decision. On April 7, 2022, the Company filed a motion for a new trial and/or to set aside and vacate the judgement, which is currently set for a hearing on May 13, 2022.
15. Segment Information
The Company operates in two reportable segments: University Partners and Zovio Growth. The Company reports segment information based upon the management approach, and how the chief operating decision maker views the operations. The Company has three operating segments: Fullstack, TutorMe, and Zovio, and two reportable segments: University Partners and Zovio Growth.
The Company’s operating segments are determined based on (i) financial information reviewed by the CEO, who is the chief operating decision maker, (ii) internal management and related reporting structure, and (iii) the basis upon which the chief operating decision maker makes resource allocation decisions. The Fullstack and TutorMe operating segments are aggregated into a single reportable segment, called Zovio Growth. The aggregation of the Fullstack and TutorMe operating segments is based on their uniform customer bases and methods of services provided as required by ASC 280-10-50-12. Based on these same quantitative tests, the Zovio operating segment is a separate reportable segment, called University Partners. This change in segment reporting did not have any impact on the determination of reporting units used to assess impairment under ASC 350, Intangibles - Goodwill and Other.
The University Partners segment includes the technology and services provided to colleges and universities to enable the online delivery of degree programs and related goods and services.
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
Segment Performance
The following table summarizes financial information regarding each reportable segment’s results of operations for the periods presented (in thousands): | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2022 | | 2021 | | | | |
Revenue by segment | | | | | | | |
University Partners | $ | 52,333 | | $ | 69,679 | | | | |
Zovio Growth | 9,300 | | 7,180 | | | | |
Total revenue and other revenue | $ | 61,633 | | $ | 76,859 | | | | |
| | | | | | | |
Segment profitability | | | | | | | |
University Partners | $ | (2,626) | | $ | (5,437) | | | | |
Zovio Growth | (2,573) | | (1,615) | | | | |
Total segment profitability(1) | $ | (5,199) | | $ | (7,052) | | | | |
(1) Segment profitability represents EBITDA.
The following table reconciles total loss before income taxes to total segment profitability (in thousands): | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2022 | | 2021 | | | | |
Loss before income taxes | $ | (7,359) | | | $ | (9,410) | | | | | |
Adjustments: | | | | | | | |
Other expense, net | 127 | | | 73 | | | | | |
Depreciation and amortization expense | 2,033 | | | 2,285 | | | | | |
| | | | | | | |
Total segment profitability | $ | (5,199) | | | $ | (7,052) | | | | | |
During both the three months ended March 31, 2022 and March 31, 2021, Global Campus accounted for the entire amount of the University Partners segment revenue, respectively.
During both the three months ended March 31, 2022 or 2021, there were no customers or individual university clients which accounted for 10% or more of the Zovio Growth segment revenue.
The Company’s total assets by segment are as follows (in thousands): | | | | | | | | | | | |
| As of March 31, 2022 | | As of December 31, 2021 |
University Partners | $ | 88,172 | | | $ | 86,628 | |
Zovio Growth | 60,579 | | | 62,406 | |
Total assets | $ | 148,751 | | | $ | 149,034 | |
As of March 31, 2022, approximately $34.3 million of the assets in University Partners were considered to be entity-wide assets.
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
The Company’s accounts receivable and current deferred revenue in each segment are as follows (in thousands): | | | | | | | | | | | |
| As of March 31, 2022 | | As of December 31, 2021 |
University Partners | $ | 64 | | | $ | 78 | |
Zovio Growth | 6,532 | | | 9,553 | |
Total accounts receivable | $ | 6,596 | | | $ | 9,631 | |
| | | |
University Partners | $ | — | | | $ | — | |
Zovio Growth | 15,157 | | | 14,939 | |
Total deferred revenue and student deposits, current | $ | 15,157 | | | $ | 14,939 | |
As of each March 31, 2022 and December 31, 2021, the University Partners accounts receivable balance was immaterial. As of each March 31, 2022 and December 31, 2021, there were no individual partners or customers which accounted for 10% or more of the Zovio Growth accounts receivable balance, as customers are individual students or third parties paying on their behalf, rather than university clients.
The Company’s goodwill amounts as of March 31, 2022 and December 31, 2021, respectively, are fully attributable to the Zovio Growth segment. For additional information on goodwill, see Note 7, “Other Significant Balance Sheet Accounts - Goodwill and intangibles, net.”
16. Subsequent Events
The Company performed an evaluation of events occurring between the end of our most recent quarter end and the date of filing these condensed consolidated financial statements.
The majority of our cash comes from our Services Agreement with our largest customer. The service fees in the Services Agreement are subject to certain minimum residual liability adjustments, including performance-based adjustments, minimum profit level adjustments, and excess direct cost adjustments. These adjustments are all variable in nature in that they depend upon the Company’s performance, and to a certain extent the performance of our customer, during each service period. On April 11, 2022 the Company and their largest customer modified the payment terms from monthly to bi-monthly for the months of July, August and September 2022.
On April 14, 2022, the Company entered into a Financing Agreement (the “Credit Facility”) among the Company, as borrower, each of its wholly-owned subsidiaries as subsidiary guarantors (the “Guarantors”), the lenders party thereto from time to time (the “Lenders”) and Blue Torch Finance LLC, as administrative agent and collateral agent for the Lenders (the “Agent”). The Credit Facility provides for, among other things, a term loan in the aggregate principal amount of $31.5 million (the “Term Loan”). See Note 8, “Credit Facilities,” for further information.