10-Q 1 lrn-20171231x10q.htm 10-Q lrn_Current_Folio_10Q

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended December 31, 2017

 

OR

 

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

 

For the transition period from          to          

 

Commission File Number: 001-33883

 

K12 Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

95-4774688

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

2300 Corporate Park Drive

 

 

Herndon, VA

 

20171

(Address of Principal Executive Offices)

 

(Zip Code)

 

(703) 483-7000

(Registrant’s telephone number, including area code)

 

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

 

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

 

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

 

Large accelerated filer 

Accelerated filer 

Non-accelerated filer 

(Do not check if a smaller reporting company)

Smaller reporting company 

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

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

 

As of January 19, 2018, the Registrant had 41,414,862 shares of common stock, $0.0001 par value per share outstanding.

 

 


 

2


 

PART I — FINANCIAL INFORMATION

 

Item 1.    Financial Statements (Unaudited).

 

K12 INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

December 31, 

 

June 30,

 

    

2017

    

2017

 

 

 

 

 

 

(audited)

 

 

(In thousands except share and per share data)

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

189,502

 

$

230,864

Accounts receivable, net of allowance of $10,168 and $14,791 at December 31, 2017 and June 30, 2017, respectively

 

 

244,124

 

 

192,205

Inventories, net

 

 

18,388

 

 

30,503

Prepaid expenses

 

 

21,988

 

 

8,006

Other current assets

 

 

14,753

 

 

12,004

Total current assets 

 

 

488,755

 

 

473,582

Property and equipment, net

 

 

29,472

 

 

26,297

Capitalized software, net

 

 

57,904

 

 

62,695

Capitalized curriculum development costs, net

 

 

54,816

 

 

59,213

Intangible assets, net

 

 

19,449

 

 

20,226

Goodwill

 

 

90,197

 

 

87,214

Deposits and other assets

 

 

8,063

 

 

6,057

Total assets 

 

$

748,656

 

$

735,284

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Current portion of capital lease obligations

 

$

13,416

 

$

11,880

Accounts payable

 

 

17,162

 

 

30,052

Accrued liabilities

 

 

12,479

 

 

21,622

Accrued compensation and benefits

 

 

19,667

 

 

29,367

Deferred revenue

 

 

54,945

 

 

24,830

Total current liabilities 

 

 

117,669

 

 

117,751

Capital lease obligations, net of current portion

 

 

13,931

 

 

10,025

Deferred rent, net of current portion

 

 

3,745

 

 

4,157

Deferred tax liability

 

 

16,023

 

 

16,726

Other long-term liabilities

 

 

10,946

 

 

11,579

Total liabilities 

 

 

162,314

 

 

160,238

Commitments and contingencies

 

 

 —

 

 

 —

Redeemable noncontrolling interest 

 

 

500

 

 

700

Stockholders’ equity

 

 

 

 

 

 

Common stock, par value $0.0001; 100,000,000 shares authorized; 44,898,430 and 44,325,772 shares issued, and 41,395,832 and 40,823,174 shares outstanding at December 31, 2017 and June 30, 2017, respectively

 

 

 4

 

 

 4

Additional paid-in capital

 

 

697,044

 

 

690,488

Accumulated other comprehensive loss

 

 

(364)

 

 

(170)

Accumulated deficit

 

 

(35,842)

 

 

(40,976)

Treasury stock of 3,502,598 shares at cost at December 31, 2017 and June 30, 2017

 

 

(75,000)

 

 

(75,000)

Total stockholders’ equity 

 

 

585,842

 

 

574,346

Total liabilities, redeemable noncontrolling interest and stockholders' equity 

 

$

748,656

 

$

735,284

 

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

3


 

K12 INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended December 31, 

 

Six Months Ended December 31, 

 

 

    

2017

    

2016

    

2017

    

2016

    

 

 

 

(In thousands except share and per share data)

 

Revenues 

 

$

217,211

 

$

221,090

 

$

445,996

 

$

450,228

 

Cost and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Instructional costs and services

 

 

139,163

 

 

137,542

 

 

286,530

 

 

281,641

 

Selling, administrative, and other operating expenses

 

 

61,958

 

 

62,352

 

 

158,240

 

 

166,998

 

Product development expenses

 

 

2,376

 

 

2,873

 

 

5,274

 

 

5,935

 

Total costs and expenses 

 

 

203,497

 

 

202,767

 

 

450,044

 

 

454,574

 

Income (loss) from operations 

 

 

13,714

 

 

18,323

 

 

(4,048)

 

 

(4,346)

 

Interest income, net

 

 

39

 

 

264

 

 

274

 

 

606

 

Income (loss) before income taxes and noncontrolling interest 

 

 

13,753

 

 

18,587

 

 

(3,774)

 

 

(3,740)

 

Income tax benefit (expense)

 

 

(564)

 

 

(7,688)

 

 

8,804

 

 

1,002

 

Net income (loss)

 

 

13,189

 

 

10,899

 

 

5,030

 

 

(2,738)

 

Add net loss attributable to noncontrolling interest

 

 

70

 

 

753

 

 

173

 

 

557

 

Net income (loss) attributable to common stockholders

 

$

13,259

 

$

11,652

 

$

5,203

 

$

(2,181)

 

Net income (loss) attributable to common stockholders per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.34

 

$

0.31

 

$

0.13

 

$

(0.06)

 

Diluted

 

$

0.33

 

$

0.30

 

$

0.13

 

$

(0.06)

 

Weighted average shares used in computing per share amounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

39,347,244

 

 

38,104,909

 

 

39,227,708

 

 

38,021,807

 

Diluted

 

 

40,685,667

 

 

39,007,276

 

 

40,773,017

 

 

38,021,807

 

 

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

 

4


 

K12 INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended December 31, 

 

Six Months Ended December 31, 

 

 

    

2017

    

2016

    

2017

    

2016

 

 

 

 

(In thousands)

 

Net income (loss)

 

$

13,189

 

$

10,899

 

$

5,030

 

$

(2,738)

 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

(39)

 

 

238

 

 

(194)

 

 

390

 

Total other comprehensive income (loss), net of tax

 

 

13,150

 

 

11,137

 

 

4,836

 

 

(2,348)

 

Comprehensive loss attributable to noncontrolling interest

 

 

70

 

 

753

 

 

173

 

 

557

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss) attributable to common stockholders

 

$

13,220

 

$

11,890

 

$

5,009

 

$

(1,791)

 

 

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

 

 

5


 

K12 INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

K12 Inc. Stockholders' Equity

(In thousands except share data)

 

Common Stock

 

Additional 
Paid-in

 

Other
Accumulated
Comprehensive

 

Accumulated

 

Treasury Stock

 

 

 

 

    

Shares

    

Amount

    

Capital

    

Loss

    

Deficit

    

Shares

    

Amount

    

Total

Balance, June 30, 2017

 

44,325,772

 

$

 4

 

$

690,488

 

$

(170)

 

$

(40,976)

 

(3,502,598)

 

$

(75,000)

 

$

574,346

Adjustment related to new stock-based compensation guidance

 

 —

 

 

 —

 

 

112

 

 

 —

 

 

(69)

 

 —

 

 

 —

 

 

43

Net income (1)

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

5,203

 

 —

 

 

 —

 

 

5,203

Foreign currency translation adjustment

 

 —

 

 

 —

 

 

 —

 

 

(194)

 

 

 —

 

 —

 

 

 —

 

 

(194)

Stock-based compensation expense

 

 —

 

 

 —

 

 

12,116

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

12,116

Exercise of stock options

 

3,350

 

 

 —

 

 

58

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

58

Vesting of performance share units

 

60,324

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

Issuance of restricted stock awards

 

956,312

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

Forfeiture of restricted stock awards

 

(157,724)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

Adjustment to redeemable noncontrolling interest to estimated redemption value

 

 —

 

 

 —

 

 

27

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

27

Repurchase of restricted stock for tax withholding

 

(289,604)

 

 

 —

 

 

(5,757)

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

(5,757)

Balance, December 31, 2017

 

44,898,430

 

$

 4

 

$

697,044

 

$

(364)

 

$

(35,842)

 

(3,502,598)

 

$

(75,000)

 

$

585,842


(1)

Net income excludes $0.2 million due to the redeemable noncontrolling interest related to LearnBop, which is reported outside of permanent equity in the accompanying unaudited condensed consolidated balance sheets.

 

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

 

 

6


 

K12 INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

Six Months Ended December 31, 

 

    

2017

    

2016

 

 

(In thousands)

Cash flows from operating activities

 

 

 

 

 

 

Net income (loss)

 

$

5,030

 

$

(2,738)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

 

 

 

 

 

 

Depreciation and amortization expense

 

 

39,186

 

 

36,375

Stock-based compensation expense

 

 

10,296

 

 

9,292

Excess tax benefit from stock-based compensation

 

 

 —

 

 

(250)

Deferred income taxes

 

 

(51)

 

 

4,123

Provision for doubtful accounts

 

 

468

 

 

273

Provision for excess and obsolete inventory

 

 

959

 

 

497

Provision for student computer shrinkage and obsolescence

 

 

(5)

 

 

265

Expensed computer peripherals

 

 

2,531

 

 

2,729

Changes in assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(52,202)

 

 

(49,449)

Inventories

 

 

11,156

 

 

12,420

Prepaid expenses

 

 

(13,982)

 

 

(8,172)

Other current assets

 

 

(2,748)

 

 

(1,330)

Deposits and other assets

 

 

(2,185)

 

 

5,653

Accounts payable

 

 

(9,106)

 

 

(7,540)

Accrued liabilities

 

 

(11,078)

 

 

(13,191)

Accrued compensation and benefits

 

 

(9,711)

 

 

(10,151)

Deferred revenue

 

 

29,755

 

 

33,261

Deferred rent and other liabilities

 

 

(1,050)

 

 

(1,816)

Net cash provided by (used in) operating activities 

 

 

(2,737)

 

 

10,251

Cash flows from investing activities

 

 

 

 

 

 

Purchase of property and equipment

 

 

(5,917)

 

 

(1,276)

Capitalized software development costs

 

 

(13,378)

 

 

(13,446)

Capitalized curriculum development costs

 

 

(4,474)

 

 

(9,141)

Acquisition of Big Universe, Inc., net of cash acquired

 

 

(2,170)

 

 

 —

Purchase of noncontrolling interest

 

 

 —

 

 

(9,134)

Net cash used in investing activities 

 

 

(25,939)

 

 

(32,997)

Cash flows from financing activities

 

 

 

 

 

 

Repayments on capital lease obligations

 

 

(6,987)

 

 

(8,116)

Proceeds from exercise of stock options

 

 

58

 

 

437

Excess tax benefit from stock-based compensation

 

 

 —

 

 

250

Repurchase of restricted stock for income tax withholding

 

 

(5,757)

 

 

(1,650)

Net cash used in financing activities 

 

 

(12,686)

 

 

(9,079)

Effect of foreign exchange rate changes on cash and cash equivalents

 

 

 —

 

 

(18)

Net change in cash and cash equivalents 

 

 

(41,362)

 

 

(31,843)

Cash and cash equivalents, beginning of period

 

 

230,864

 

 

213,989

Cash and cash equivalents, end of period

 

$

189,502

 

$

182,146

 

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

 

 

7


 

Table of Contents 

K12 INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1.   Description of the Business

 

K12 Inc., together with its subsidiaries (“K12” or the “Company”), is a technology-based education company. The Company offers proprietary and third party curriculum, software systems and educational services designed to facilitate individualized learning for students primarily in kindergarten through 12th grade, or K-12. The Company’s learning systems combine curriculum, instruction, and related support services to create an individualized learning approach well-suited for virtual and blended public schools, school districts, charter schools and private schools that utilize varying degrees of online and traditional classroom instruction, and other educational applications. These products and services are provided primarily to three lines of business: Managed Public School Programs (curriculum and services sold to 75 managed public schools in a majority of states throughout the United States), Institutional (curriculum, technology and services provided to school districts, public schools and other educational institutions that the Company does not manage), and Private Pay Schools and Other (private schools for which the Company charges student tuition and makes direct consumer sales).

 

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

 

2.   Basis of Presentation

 

The accompanying condensed consolidated balance sheet as of December 31, 2017, the condensed consolidated statements of operations and comprehensive loss for the three and six months ended December 31, 2017 and 2016, the condensed consolidated statements of cash flows for the six months ended December 31, 2017 and 2016, and the condensed consolidated statement of stockholders’ equity for the six months ended December 31, 2017 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position and results of operations for the periods presented. The results for the three and six months ended December 31, 2017 are not necessarily indicative of the results to be expected for the year ending June 30, 2018 or for any other interim period or for any other future fiscal year. The condensed consolidated balance sheet as of June 30, 2017 has been derived from the audited consolidated financial statements at that date.

 

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, the Company does not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these statements include all adjustments (consisting of normal recurring adjustments) considered necessary to present a fair statement of the Company’s condensed consolidated results of operations, financial position and cash flows. Preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and footnotes. Actual results could differ from those estimates. This quarterly report on Form 10-Q should be read in conjunction with the financial statements and the notes thereto included in the Company’s latest annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2017, which contains the Company’s audited financial statements for the fiscal year ended June 30, 2017.

 

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

 

8


 

Table of Contents 

K12 INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

 

3.   Summary of Significant Accounting Policies

 

Revenue Recognition and Concentration of Revenues

 

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

 

Where the Company has determined that it is the primary obligor for substantially all expenses under these contracts, the Company records the associated per student revenues received by the school from its state funding school district or from other sources up to the expenses incurred in accordance with Accounting Standards Codification (“ASC”) 605, Revenue Recognition (“ASC 605”). As a result of being the primary obligor, amounts recorded as revenues and school operating expenses for the three months ended December 31, 2017 and 2016 were $76.1 million and $74.9 million, respectively, and for the six months ended December 31, 2017 and 2016 were $139.6 million and $137.4 million, respectively. For contracts where the Company is not the primary obligor, the Company records revenues based on its net fees earned under the contractual agreement.

 

The Company generates revenues under turnkey management contracts with virtual and blended public schools which include multiple elements. These elements typically include:

 

·

providing each of a school’s students with access to the Company’s online school and lessons;

 

·

offline learning kits, which include books and materials to supplement the online lessons, where required;

 

·

the use of a personal computer and associated reclamation services, where required;

 

·

internet access and technology support services;

 

·

instruction by a state-certified teacher, where required; and

 

·

management and technology services necessary to operate a virtual public or blended school. In certain managed school contracts, revenues are determined directly by per enrollment funding.

 

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

 

To determine the pro rata amount of revenues to recognize in a fiscal quarter, the Company estimates the total funds each school will receive in a particular school year. Total funds for a school are primarily a function of the number of students enrolled in the school and established per enrollment funding levels, which are generally published on an annual basis by the state or school district. The Company reviews its estimates of funding periodically, and revises as necessary, amortizing any adjustments to earned revenues over the remaining portion of the fiscal year. Actual school funding may vary from these estimates and the impact of these differences could impact the Company’s results of operations. Since the end of the school year coincides with the end of the Company’s fiscal year, annual revenues are generally based on actual school funding and actual costs incurred (including costs for the Company’s services to the schools plus other

9


 

Table of Contents 

K12 INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

 

costs the schools may incur) in the calculation of school operating losses. The Company’s schools’ reported results are subject to annual school district financial audits, which incorporate enrollment counts, funding and other routine financial audit considerations. The results of these audits are incorporated into the Company’s monthly funding estimates for the three and six months ended December 31, 2017 and 2016.

 

Under the contracts where the Company provides turnkey management services to schools, the Company has generally agreed to absorb any operating losses of the schools in a given school year. These school operating losses represent the excess of costs incurred over revenues earned by the virtual or blended public school as reflected on its respective financial statements, including Company charges to the schools. To the extent a school does not receive funding for each student enrolled in the school, the school would still incur costs associated with serving the unfunded enrollment. If losses due to unfunded enrollments result in a net operating loss for the year that loss is reflected as a reduction in the revenues and net receivables that the Company collects from the school. A school net operating loss in one year does not necessarily mean the Company anticipates losing money on the entire contract with the school. However, a school operating loss may reduce the Company’s ability to collect its management fees in full and recognized revenues are reduced accordingly to reflect the expected cash collections from such schools. The Company amortizes the estimated school operating loss against revenues based upon the percentage of actual revenues in the period to total estimated revenues for the fiscal year.

 

For turnkey service contract revenues, a school operating loss may reduce the Company’s ability to collect its management fees in full, though as noted it does not necessarily mean that the Company incurs a loss during the period with respect to its services to that school. The Company recognizes revenues, net of its estimated portion of school operating losses, to reflect the expected cash collections from such schools. Revenues are recognized based on the Company’s performance of services under the contract, which it believes is proportionate to its incurrence of costs. The Company incurs costs directly related to the delivery of services. Most of these costs are recognized throughout the year; however, certain costs related to upfront delivery of printed materials, workbooks, laboratory materials and other items are provided at the beginning of the school year and are recognized as expenses when shipped.

 

Each state or school district has variations in the school funding formulas and methodologies that it uses to estimate funding for revenue recognition at its respective schools. As the Company builds the funding estimates for each school, it is mindful of the state definition for count dates on which reported enrollment numbers will be used for per pupil funding. The parameters the Company considers in estimating funding for revenue recognition purposes include school district count definitions, withdrawal rates, average daily attendance, special needs enrollment, student demographics, academic progress and historical completion, student location, funding caps and other state specified categorical program funding.

 

Management periodically reviews its estimates of full-year school revenues and operating expenses, and amortizes the net impact of any changes to these estimates over the remainder of the fiscal year. Actual school operating losses may vary from these estimates or revisions, and the impact of these differences could have a material impact on results of operations. Since the end of the school year coincides with the end of the Company’s fiscal year, annual revenues are generally based on actual school funding and actual costs incurred (including costs for the Company’s services to the schools plus other costs the schools may incur) in the calculation of school operating losses. For the three months ended December 31, 2017 and 2016, the Company’s revenues included a reduction for these school operating losses of $13.7 million and $12.6 million, respectively, and $31.5 million and $28.3 million for the six months ended December 31, 2017 and 2016, respectively.

 

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

 

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K12 INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

 

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

 

During the three and six months ended December 31, 2017, the Company had one contract that represented approximately 10% of revenues, while for the three and six months ended December 31, 2016, one contract represented approximately 9% and 10% of revenues, respectively. Approximately 7% of accounts receivable was attributable to one contract as of December 31, 2017.

 

Consolidation

 

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

 

Inventories

 

Inventories consist primarily of textbooks and curriculum materials, a majority of which are supplied to virtual public schools and blended public schools and utilized directly by students. Inventories represent items that are purchased and held for sale and are recorded at the lower of cost (first-in, first-out method) or net realizable value. The provision for excess and obsolete inventory is established based upon the evaluation of the quantity on hand relative to demand. The excess and obsolete inventory reserve was $3.2 million and $2.3 million at December 31, 2017 and June 30, 2017, respectively.

 

Other Current Assets

 

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

 

Property and Equipment

 

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

 

Property and equipment are depreciated over the following useful lives:

 

 

 

 

 

    

Useful Life

Student and state testing computers

 

3 - 5 years

Computer hardware

 

3 years

Computer software

 

3 - 5 years

Web site development

 

3 years

Office equipment

 

5 years

Furniture and fixtures

 

7 years

Leasehold improvements

 

3 - 12 years

 

The Company makes an estimate of unreturned student computers based on an analysis of recent trends of returns. The Company recorded accelerated depreciation of $0.5 million and $0.5 million, for the three months ended

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K12 INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

 

December 31, 2017 and 2016, respectively, and $0.9 million and $1.0 million for the six months ended December 31, 2017 and 2016, respectively, related to unreturned student computers. Depreciation expense for property and equipment, including accelerated depreciation for unreturned student computers, for the three months ended December 31, 2017 and 2016 was $4.5 million and $4.2 million, respectively, and $8.9 million and $8.6 million for the six months ended December 31, 2017 and 2016, respectively.

 

The Company fully expenses computer peripheral equipment (e.g. keyboards, mouses) upon shipment as recovery has been determined to be uneconomical. These expenses totaled $0.4 million and $0.8 million for the three months ended December 31, 2017 and 2016, respectively, and $2.5 million and $2.7 million for the six months ended December 31, 2017 and 2016, respectively, and are recorded as instructional costs and services.

 

Capitalized Software Costs

 

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

 

Capitalized software additions totaled $13.4 million and $13.4 million for the six months ended December 31, 2017 and 2016, respectively. Amortization expense for the three months ended December 31, 2017 and 2016 was $8.4 million and $8.8 million, respectively, and $18.7 million and $16.8 million for the six months ended December 31, 2017 and 2016, respectively.

 

During the three months ended September 30, 2017, the Company recorded an out of period adjustment related to the capitalization of software and curriculum development. The adjustment increased capitalized software development costs and capitalized curriculum development costs by $2.3 million and $0.6 million, respectively, and decreased net loss by $1.4 million for the period. The Company assessed the materiality of these errors on its prior quarterly and annual financial statements, assessing materiality both quantitatively and qualitatively, in accordance with the SEC’s Staff Accounting Bulletin (“SAB”) No. 99 and SAB No. 108 and concluded that the errors were not material to any of its previously issued financial statements.

 

Capitalized Curriculum Development Costs

 

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

 

The Company capitalizes curriculum development costs incurred during the application development stage in accordance with ASC 350. The Company capitalizes curriculum development costs during the design and deployment phases of the project. As a result, a significant portion of the Company’s courseware development costs qualify for capitalization due to the concentration of its development efforts on the content of the courseware. Capitalization ends when a course is available for general release to its customers, at which time amortization of the capitalized costs begins. The period of time over which these development costs are amortized is generally five years.

 

Total capitalized curriculum development additions were $4.5 million and $9.1 million for the six months ended December 31, 2017 and 2016, respectively. These amounts are recorded on the accompanying condensed consolidated balance sheets net of amortization charges. Amortization is recorded in instructional costs and services on the accompanying condensed consolidated statements of operations. Amortization expense for the three months ended December 31, 2017 and 2016 was $4.9 million and $5.0 million, respectively, and $10.1 million and $9.6 million for the six months ended December 31, 2017 and 2016, respectively. As mentioned above, capitalized curriculum development additions included an out of period adjustment of $0.6 million.

 

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K12 INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

 

Income Taxes

 

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

 

Redeemable Noncontrolling Interests

 

Earnings or losses attributable to minority shareholders of a consolidated affiliated company are classified separately as “noncontrolling interest” in the Company’s condensed consolidated statements of operations. Noncontrolling interests in subsidiaries that are redeemable outside of the Company’s control for cash or other assets are classified outside of permanent equity at redeemable value, which approximates fair value. If the redemption amount is other than fair value (e.g. fixed or variable), the redeemable noncontrolling interest is accounted for at the fixed or variable redeemable value. The redeemable noncontrolling interests are adjusted to their redeemable value at each balance sheet date. The resulting increases or decreases in the estimated redemption amount are affected by corresponding charges against retained earnings, or in the absence of retained earnings, additional paid-in capital.

 

Goodwill and Intangible Assets

 

The Company records as goodwill the excess of the purchase price over the fair value of the identifiable net assets acquired. Finite-lived intangible assets acquired in business combinations subject to amortization are recorded at their fair value. Finite-lived intangible assets include trade names, acquired customers and non-compete agreements. Such intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense for the three months ended December 31, 2017 and 2016 was $0.8 million and $0.7 million, respectively, and for the six months ended December 31, 2017 and 2016 was $1.5 million and $1.4 million, respectively. Future amortization of intangible assets is $1.5 million, $3.0 million, $2.9 million, $2.4 million and $2.2 million in the fiscal years ending June 30, 2018 through June 30, 2022, respectively, and $7.2 million thereafter.  At December 31, 2017 and June 30, 2017, the goodwill balance was $90.2 million and $87.2 million, respectively.

 

The Company reviews its recorded finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between fair value and the carrying value of the asset. During the six months ended December 31, 2017 and 2016, there were no events or changes in circumstances that would indicate that the carrying amount of the goodwill was impaired.

 

ASC 350 prescribes a two-step process for impairment testing of goodwill and intangible assets with indefinite lives, which is performed annually, as well as when an event triggering impairment may have occurred. ASC 350 also allows preparers to qualitatively assess goodwill impairment through a screening process which would permit companies to forgo Step 1 of their annual goodwill impairment process. This qualitative screening process will hereinafter be referred to as “Step 0”. The Company performs its annual assessment on May 31st. Goodwill and intangible assets deemed to have an indefinite life are tested for impairment on an annual basis, or earlier when events or changes in circumstances suggest the carrying amount may not be fully recoverable. During the year ended June 30, 2017, the Company performed “Step 0” of the impairment test and determined that there were no facts and circumstances that indicated that the fair value of the reporting unit may be less than its carrying amount and as a result, the Company determined that no impairment was required. During the six months ended December 31, 2017 and 2016, there were no events or changes in circumstances that would indicate that the carrying amount of the goodwill was impaired.

 

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K12 INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

 

The following table represents the balance of the Company’s intangible assets as of December 31, 2017 and June 30, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

June 30, 2017

($ in millions)

    

Gross
Carrying
Amount

    

Accumulated
Amortization

    

Net
Carrying
Value

    

Gross
Carrying
Amount

    

Accumulated
Amortization

    

Net
Carrying
Value

Trade names

    

$

17.6

    

$

(8.1)

    

$

9.5

 

$

17.6

 

$

(7.6)

 

$

10.0

Customer and distributor relationships

 

 

20.5

 

 

(12.7)

 

 

7.8

 

 

20.1

 

 

(12.0)

 

 

8.1

Developed technology

 

 

3.2

 

 

(2.0)

 

 

1.2

 

 

2.9

 

 

(1.7)

 

 

1.2

Other

 

 

1.4

 

 

(0.5)

 

 

0.9

 

 

1.4

 

 

(0.5)

 

 

0.9

Total

 

$

42.7

 

$

(23.3)

 

$

19.4

 

$

42.0

  

$

(21.8)

 

$

20.2

 

Impairment of Long-Lived Assets

 

Long-lived assets include property, equipment, capitalized curriculum and software developed or obtained for internal use. In accordance with ASC 360, Property, Plant and Equipment (“ASC 360”), management reviews the Company’s recorded long-lived assets for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Company determines the extent to which an asset may be impaired based upon its expectation of the asset’s future usability as well as on a reasonable assurance that the future cash flows associated with the asset will be in excess of its carrying amount. If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between fair value and the carrying value of the asset. During the three and six months ended December 31, 2017 and 2016, there was no such impairment charge.

 

Fair Value Measurements

 

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

 

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

 

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

 

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

 

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

 

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

 

The held for sale asset is discussed in more detail in Note 11, “Investments.” The lease exit liability is discussed in more detail in Note 10, “Restructuring.” The redeemable noncontrolling interest includes the Company’s joint venture with Middlebury College to form Middlebury Interactive Languages (“MIL”). Under the agreement, Middlebury College had an irrevocable election to sell all of its membership interest to the Company (put right). Middlebury College

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K12 INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

 

exercised its put right on May 4, 2015 and a transaction to acquire the remaining 40% noncontrolling interest for $9.1 million in cash was consummated on December 27, 2016.

 

The following table summarizes certain fair value information at December 31, 2017 for assets or liabilities measured at fair value on a nonrecurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

Fair Value Measurements Using:

   

 

 

   

 

Quoted Prices

 

 

 

 

   

 

 

   

 

in Active

 

Significant

 

   

   

 

 

   

 

Markets for

 

Other

 

Significant

   

 

 

   

 

Identical

 

Observable

 

Unobservable

   

 

 

   

 

Assets

 

Input

 

Inputs

Description

    

Fair Value

    

(Level 1)

    

(Level 2)

    

(Level 3)

 

 

 

(In thousands)

Held for sale asset

 

$

1,200

 

$

 —

 

$

 —

 

$

1,200

Lease exit liability

 

 

4,000

 

 

 —

 

 

 —

 

 

4,000

 

The following table summarizes certain fair value information at June 30, 2017 for assets and liabilities measured at fair value on a nonrecurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

Fair Value Measurements Using:

   

 

 

   

 

Quoted Prices

 

 

 

 

   

 

 

   

 

in Active

 

Significant

 

   

   

 

 

   

 

Markets for

 

Other

 

Significant

   

 

 

   

 

Identical

 

Observable

 

Unobservable

   

 

 

   

 

Assets

 

Input

 

Inputs

Description

    

Fair Value

    

(Level 1)

    

(Level 2)

    

(Level 3)

 

 

 

(In thousands)

Held for sale asset

 

$

1,200

 

$

 —

 

$

 —

 

$

1,200

Lease exit liability

 

 

4,841

 

 

 —

 

 

 —

 

 

4,841

 

The following table summarizes certain fair value information at December 31, 2017 for assets or liabilities measured at fair value on a recurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

Fair Value Measurements Using:

   

 

 

   

 

Quoted Prices

 

 

 

 

   

 

 

   

 

in Active

 

Significant

 

   

   

 

 

   

 

Markets for

 

Other

 

Significant

   

 

 

   

 

Identical

 

Observable

 

Unobservable

   

 

 

   

 

Assets

 

Input

 

Inputs

Description

    

Fair Value

    

(Level 1)

    

(Level 2)

    

(Level 3)

 

 

 

(In thousands)

Contingent consideration associated with acquisitions

 

$

1,340

 

$

 —

 

$

 —

 

$

1,340

 

 

The following table summarizes certain fair value information at June 30, 2017 for assets and liabilities measured at fair value on a recurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

Fair Value Measurements Using:

   

 

 

   

 

Quoted Prices

 

 

 

 

   

 

 

   

 

in Active

 

Significant

 

   

   

 

 

   

 

Markets for

 

Other

 

Significant

   

 

 

   

 

Identical

 

Observable

 

Unobservable

   

 

 

   

 

Assets

 

Input

 

Inputs

Description

    

Fair Value

    

(Level 1)

    

(Level 2)

    

(Level 3)

 

 

 

(In thousands)

Contingent consideration associated with acquisitions

 

$

2,806

 

$

 —

 

$

 —

 

$

2,806

 

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K12 INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

 

The following tables summarize the activity during the three and six months ended December 31, 2017 and 2016 for assets and liabilities measured at fair value on a recurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

Three Months Ended December 31, 2017

   

 

 

   

 

Purchases,

 

   

 

 

 

   

 

Fair Value

 

Issuances,

 

Unrealized

 

Fair Value

Description

    

September 30, 2017

    

and Settlements

    

Gains/(Losses)

    

December 31, 2017

 

 

 

(In thousands)

Contingent consideration associated with acquisitions

 

$

838

 

$

500

 

$

 2

 

$

1,340

Total

 

$

838

 

$

500

 

$

 2

 

$

1,340

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended December 31, 2016

   

 

 

   

 

Purchases,

 

 

   

 

 

 

   

 

Fair Value

 

Issuances,

 

Unrealized

 

Fair Value

Description

    

September 30, 2016

    

and Settlements

    

Gains (Losses)

    

December 31, 2016

 

 

(In thousands)

Redeemable Noncontrolling Interest in Middlebury Interactive Learning

 

$

9,201

 

$

(9,134)

 

$

(67)

 

$

 —

Contingent consideration associated with acquisitions

 

 

2,955

 

 

 —

 

 

 8

 

 

2,963

Total

 

$

12,156

 

$

(9,134)

 

$

(59)

 

$

2,963

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

Six Months Ended December 31, 2017

   

 

 

   

 

Purchases,

 

 

   

 

 

 

   

 

Fair Value

 

Issuances,

 

Unrealized

 

Fair Value

Description

    

June 30, 2017

    

and Settlements

    

Gains (Losses)

    

December 31, 2017

 

 

(In thousands)

Contingent consideration associated with acquisitions

 

$

2,806

 

$

(1,319)

 

$

(147)

 

$

1,340

Total

 

$

2,806

 

$

(1,319)

 

$

(147)

 

$

1,340

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

Six Months Ended December 31, 2016

   

 

 

   

 

Purchases,

 

 

   

 

 

 

   

 

Fair Value

 

Issuances,

 

Unrealized

 

Fair Value

Description

    

June 30, 2016

    

and Settlements

    

Gains (Losses)

    

December 31, 2016

 

 

(In thousands)

Redeemable Noncontrolling Interest in Middlebury Interactive Learning

 

$

6,801

 

$

(9,134)

 

$

2,333

 

$

 —

Contingent consideration associated with acquisitions

 

 

2,947

 

 

 —

 

 

16

 

 

2,963

Total

 

$

9,748

 

$

(9,134)

 

$

2,349

 

$

2,963

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss) Per Common Share

 

The Company calculates net income (loss) per share in accordance with ASC 260, Earnings Per Share (“ASC 260”). Under ASC 260, basic net income (loss) per common share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the reporting period. The weighted average number of shares of common stock outstanding includes vested restricted stock awards. Diluted net income (loss) per share (“EPS”) reflects the potential dilution that could occur assuming conversion or exercise of all dilutive unexercised stock options. The dilutive effect of stock options and restricted stock awards was determined using the treasury stock method. Under the treasury stock method, the proceeds received from the exercise of stock options and restricted stock awards, the amount of compensation cost for future service not yet recognized by the Company and the amount of tax benefits that would be recorded as income tax expense when the stock options become deductible for income tax purposes are all assumed to be used to repurchase shares of the Company’s common stock. Stock options and restricted stock awards are not included in the computation of diluted net income (loss) per share when they are antidilutive. Common stock outstanding reflected in the Company’s condensed consolidated balance sheets includes restricted stock awards

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K12 INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

 

outstanding. Securities that may participate in undistributed net income with common stock are considered participating securities.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

December 31, 

 

December 31, 

 

 

  

2017

  

2016

  

2017

  

2016

 

 

 

 

(In thousands except share and per share data)

 

Basic net income (loss) per share computation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common stockholders

 

$

13,259

 

$

11,652

 

$

5,203

 

$

(2,181)

 

Weighted average common shares  — basic

 

 

39,347,244

 

 

38,104,909

 

 

39,227,708

 

 

38,021,807

 

Basic net income (loss) per