8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549 

FORM 8-K/A

CURRENT REPORT

 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 Date of report (Date of earliest event reported): May 23, 2022

 ZOVIO INC

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-34272	59-3551629
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1811 E. Northrop Blvd, Chandler, AZ 85286

(Address of Principal Executive Offices, including zip code)

 (858) 668-2586

(Registrant’s telephone number, including area code)

 None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 ☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 ☐         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ☐         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ☐         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ZVO	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.         ☐

Explanatory Note

On May 23, 2022, Zovio Inc (the “Company”) filed a Current Report on Form 8-K (the “Original Filing”) in connection with the completion of the sale of TutorMe, LLC, a California limited liability company and a wholly-owned subsidiary of Zovio (“TutorMe”) by the Company. This Current Report on Form 8-K/A (Amendment No. 1) amends and supplements the Original Filing to provide the required Item 9.01(b) Pro Forma Financial Information for the disposition of TutorMe. This Current Report on Form 8-K/A should be read in connection with the Original Filing, which provides a more complete description of the disposition of TutorMe. Except as indicated above, all other information in the Original Filing remains unchanged.

Item 9.01.     Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The following unaudited pro forma condensed consolidated financial information is attached as Exhibit 99.1 and incorporated herein by reference.

•Unaudited pro forma condensed consolidated balance sheet of the Company as of March 31, 2022.

•Unaudited pro forma condensed consolidated income statements of the Company for the three months ended March 31, 2022 and for the fiscal year ended December 31, 2021.

(d)    Exhibits

Exhibit	Description
99.1	Unaudited Pro Forma Financial Information
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

		ZOVIO INC
	By:	/s/ Kevin Royal
		Name: Kevin Royal
Date: May 26, 2022		Title: Chief Financial Officer

EX-99.1

Exhibit 99.1

ZOVIO INC REPORTS UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL INFORMATION

On May 23, 2022, Zovio Inc, a Delaware corporation (“Zovio” or the “Company”), TutorMe, LLC, a California limited liability company and a wholly-owned subsidiary of Zovio (“Seller”), Liminex, Inc., a Delaware corporation (“Purchaser Parent”), and Zorro Holdco, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Purchaser Parent (“Purchaser”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which Company and the Seller sold certain assets of Seller’s business (the “Business”) to Purchaser in consideration for the payment by Purchaser of $55.0 million in cash (which is subject to a customary post-closing working capital adjustment) and the assumption by Purchaser of certain liabilities of the Business.

The Company’s accounting and financial reporting in these unaudited pro forma financial statements is based on its preliminary assessment of the appropriate application of Generally Accepted Accounting Principles (“GAAP”). The final application of GAAP to the Purchase Agreement may differ from what is presented in these unaudited pro forma financial statements.

The unaudited pro forma condensed consolidated financial statements of the Company presented in this Exhibit 99.1 were derived from the Company’s historical consolidated financial statements and are being presented to give effect to the Purchase Agreement. The presentation of the unaudited pro forma financial information is prepared in conformity with Article 11 of Regulation S-X rules effective January 1, 2021.

The unaudited pro forma condensed consolidated balance sheet assumes that the Purchase Agreement had occurred on March 31, 2022. The unaudited pro forma condensed consolidated income statements are presented as if the Purchase Agreement had occurred on January 1, 2021. The unaudited combined consolidated pro forma financial statements presented in this Form 8-K should be read in conjunction with the accompanying notes. The following unaudited pro forma condensed consolidated financial statements were based on and should be read in conjunction with the Company’s historical consolidated financial statements:

•Zovio audited consolidated financial statements and related notes thereto as of December 31, 2021 and for the year ended December 31, 2021 as reported on Form 10-K;

•Zovio unaudited consolidated financial statements and related notes thereto as of March 31, 2022 and for the three months ended March 31, 2022 as reported on Form 10-Q.

The pro forma adjustments are based on the best information available and assumptions that management believes are (a) directly attributable to the Purchase Agreement, and (b) are factually supportable. The pro forma adjustments are described in the accompanying notes to the unaudited pro forma condensed consolidated financial information.

The Company has determined that the sale of TutorMe.com does not meet the definition of discontinued operations in accordance with Financial Accounting Standards Board Accounting Standards Codification 205, Presentation of Financial Statements (“ASC 205”). Therefore, pro forma adjustments included within the unaudited pro forma consolidated statements of operations for the years ended December 31, 2021 and period ended March 31, 2022 are reflected in Zovio’s pro forma income (loss) from continuing operations.

The unaudited pro forma condensed consolidated financial information is provided herein for illustrative purposes only and is not necessarily indicative of the results of operations that would have occurred had the Purchase Agreement occurred on January 1, 2021. The unaudited pro forma condensed consolidated financial information does not reflect future events that may occur after the sale.

Exhibit 99.1

ZOVIO INC

Unaudited Pro Forma Condensed Consolidated Balance Sheet

(Unaudited)

(In thousands)

	As of March 31, 2022
	Historical		Transaction Accounting Adjustments			Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	33,698	$	54,728	[A]	$	88,426
Restricted cash	6,083		—			6,083
Investments	905		—			905
Accounts receivable, net	6,596		(1,501)		[A]	5,095
Prepaid expenses and other current assets	17,243		(429)		[A]	16,814
Total current assets	64,525		52,798			117,323
Property and equipment, net	24,965		—			24,965
Operating lease assets	28,103		—			28,103
Goodwill and intangibles, net	29,079		(3,876)		[A]	25,203
Other long-term assets	2,079		—			2,079
Total assets	$	148,751	$	48,922		$	197,673
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	85,521	$	—	[A]	$	85,521
Deferred revenue and student deposits	15,157		(8,332)		[A]	6,825
Total current liabilities	100,678		(8,332)			92,346
Rent liability	33,132		—			33,132
Other long-term liabilities	3,674		(676)		[A]	2,998
Total liabilities	137,484		(9,008)			128,476
Total stockholders’ equity	11,267		57,930		[B]	69,197
Total liabilities and stockholders’ equity	$	148,751	$	48,922		$	197,673

Exhibit 99.1

ZOVIO INC

Unaudited Pro Forma Condensed Consolidated Statement of Income (Loss)

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended March 31, 2022
	Historical		Transaction Accounting Adjustments			Pro Forma
Revenue	$	59,624	$	(2,778)	[C]	$	56,846
Other revenue	2,009		—			2,009
Revenue and other revenue	$	61,633	$	(2,778)		$	58,855
Costs and expenses:
Technology and academic services	18,498		(1,607)		[D]	16,891
Counseling services and support	21,331		—			21,331
Marketing and communication	21,914		(645)		[D]	21,269
General and administrative	7,122		(876)		[D]	6,246
Total costs and expenses	68,865		(3,128)			65,737
Operating income (loss)	(7,232)		350			(6,882)
Other (expense) income, net	(127)		17			(110)
Loss before income taxes	(7,359)		367			(6,992)
Income tax (benefit) expense	78		—			78
Net income (loss)	$	(7,437)	$	367		$	(7,070)
Income (loss) per share:
Basic	$	(0.22)				$	(0.21)
Diluted	$	(0.22)				$	(0.21)
Weighted average number of common shares outstanding used in computing income (loss) per share:
Basic	33,562		—			33,562
Diluted	33,562		—			33,562

Exhibit 99.1

ZOVIO INC

Unaudited Pro Forma Condensed Consolidated Statement of Income (Loss)

(Unaudited)

(In thousands, except per share amounts)

	Year Ended December 31, 2021
	Historical		Transaction Accounting Adjustments			Pro Forma
Revenue	$	253,099	$	(7,827)	[C]	$	245,272
Other revenue	9,934		—			9,934
Revenue and other revenue	$	263,033	$	(7,827)		$	255,206
Costs and expenses:
Technology and academic services	70,663		(3,652)		[D]	67,011
Counseling services and support	89,514		—			89,514
Marketing and communication	85,328		(2,159)		[D]	83,169
General and administrative	43,160		(3,280)		[D]	39,880
Litigation expense	14,335		—			14,335
Restructuring and impairment expense	2,641		—			2,641
Gain on sale transaction	—		54,300		[E]	(54,300)
Total costs and expenses	305,641		45,209			242,250
Operating income (loss)	(42,608)		(53,036)			12,956
Other (expense) income, net	130		—			130
Loss before income taxes	(42,478)		(53,036)			13,086
Income tax (benefit) expense	(129)		1,150		[F]	1,021
Net income (loss)	$	(42,349)	$	(54,186)		$	12,065
Income (loss) per share:
Basic	$	(1.27)				$	0.36
Diluted	$	(1.27)				$	0.36
Weighted average number of common shares outstanding used in computing income (loss) per share:
Basic	33,256		—			33,256
Diluted	33,256		—			33,256

Exhibit 99.1

ZOVIO INC

Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

The following estimated pro forma adjustments are included in the unaudited pro forma condensed consolidated balance sheet and or the unaudited pro forma consolidated income statements:

A.Reflects the estimated assets and liabilities transferred, subject to any post-closing adjustments in accordance with the Purchase Agreement. The Company intends to use the proceeds from this transaction to repay in full all outstanding obligations of the Company owed to Blue Torch Finance, LLC, a Delaware limited liability company (“Blue Torch”) pursuant to the Financing Agreement, dated as of April 14, 2022.

B.The total stockholders' equity adjustment includes the resulting gain on sale of TutorMe of approximately $54.3 million.

C.Reflects the elimination of historical TutorMe, LLC revenues from operations for each period noted.

D.Reflects the elimination of historical TutorMe, LLC expenses for each period noted.

E.Reflects the gain on the sale of TutorMe, LLC.

F.Reflects the estimated pro forma adjustments for income tax expense during the period for which the pro forma income statements are presented.

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Cover Page	May 23, 2022
Cover [Abstract]
Document Type	8-K/A
Document Period End Date	May 23, 2022
Entity Registrant Name	ZOVIO INC
Entity Incorporation, State or Country Code	DE
Entity File Number	001-34272
Entity Tax Identification Number	59-3551629
Entity Address, Address Line One	1811 E. Northrop Blvd
Entity Address, City or Town	Chandler,
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85286
City Area Code	858
Local Phone Number	668-2586
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	ZVO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001305323
Amendment Flag	true