PINX:BVII Broadview Institute, Inc. Annual Report 10-K Filing - 3/31/2012

Effective Date 3/31/2012

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 10-K
 

 
(Mark One)
 
[ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended March 31, 2012
 
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: 0-8505
 

 
BROADVIEW INSTITUTE, INC.
 
(Exact name of registrant as specified in its charter)
 

 
Minnesota 41-0641789
(State of incorporation) (I.R.S. Employer
  Identification No.)
 
8147 Globe Drive
Woodbury, MN 55125
(Address, including zip code, of principal executive offices)

Telephone Number:  (651) 332-8000



Securities registered under Section 12(b) of the Exchange Act:
(Title of each class)
None

Securities registered under Section 12(g) of the Exchange Act:
(Title of each class)
Common Stock, par value $.01


 
 
 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [   ]  No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes [   ]  No [X]

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [X]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer [   ] Accelerated filer [   ]
   
Non-accelerated filer [   ]  (Do not check if a smaller reporting company) Smaller reporting company [ X]
  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes [   ]  No [X]

The aggregate market value of the common stock held by non-affiliates based upon the closing sale price at which the common equity was last sold as of September 30, 2011, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $1,354,000.

Total number of shares of $.01 par value common stock outstanding at June 25, 2012:  9,008,252

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the registrant’s Definitive Proxy Statement for its 2012 Annual Meeting of Shareholders (which is expected to be filed with the Commission within 120 days after the end of the registrant’s 2012 fiscal year) are incorporated by reference into Part III of this Annual Report on Form 10-K.
 

 
 
 

 

TABLE OF CONTENTS


   
Page
     
PART I    
       
  ITEM 1. 
Business
2
  ITEM 1A. 
Risk Factors
22
  ITEM 1B.
Unresolved Staff Comments
32
  ITEM 2. 
Properties
32
  ITEM 3.
Legal Proceedings
32
  ITEM 4.
Mine Safety Disclosures
32
       
PART II
 
 
     
  ITEM 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
33
  ITEM 6. 
Selected Financial Data
34
  ITEM 7. 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
35
  ITEM 7A.  
Quantitative and Qualitative Disclosures About Market Risk
43
  ITEM 8. 
Financial Statements and Supplementary Data
44
  ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
64
  ITEM 9A. 
Controls and Procedures
64
  ITEM 9B. 
Other Information
65
       
PART III
 
 
     
  ITEM 10.  
Directors, Executive Officers and Corporate Governance
65
  ITEM 11. 
Executive Compensation
65
  ITEM 12. 
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
66
  ITEM 13.  
Certain Relationships and Related Transactions, and Director Independence
66
  ITEM 14.
Principal Accounting Fees and Services
66
       
PART IV
 
 
     
  ITEM 15.
Exhibits, Financial Statement Schedules
67
       
SIGNATURES  
68
 
 
 

 
Introduction

References to “we,” “our,” and the “Company” refer to Broadview Institute, Inc. together in each case with our wholly-owned consolidated subsidiary, C Square Educational Enterprises, Inc., unless the context indicates otherwise.  C Square Educational Enterprises, Inc. has a registered d/b/a as “Broadview University”, and is hereafter referred to as “Broadview University” or the “University.”


PART I

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS:

Certain statements contained in this Annual Report on Form 10-K (the “Report”), the documents incorporated by reference herein, and other written and oral statements made from time to time by the Company that are not statements of historical or current facts should be considered forward-looking statements.  Forward-looking statements provide current expectations or forecasts of future events.  Such statements can be identified by the use of terminology such as “anticipate,”  “believe,” “estimate,” “expect,” “intend,” “may,” “could,” “possible,” “plan,” “project,” “should,” “will,” “forecast,” and similar words or expressions.  Forward looking statements contained in this Report include the following: our expectations regarding future revenues and expenses, stock price and dividend expectations, enrollments, growth and expansion opportunities, the effects of our rebranding efforts, the success of our newly-opened campuses, the adequacy of our properties, changes in governmental rules and regulations and our compliance with such regulations, the impact of regulatory sanctions against our nursing program, general economic conditions, the effect of credit availability and interest rate changes, the impact of inflation, and the sufficiency of existing cash reserves to support operations and fulfill existing obligations.  These forward-looking statements are based upon the Company’s current plans or expectations and are subject to a number of uncertainties and risks that could significantly affect current plans and anticipated actions and the Company’s future consolidated financial condition and results.

Factors that could cause actual results to materially differ from those discussed in the forward-looking statements include, but are not limited to, those described in “Item 1A – Risk Factors”.  The performance of our business and our securities may be adversely affected by these factors and by other factors common to other businesses and investments, or to the general economy.  Forward-looking statements are qualified by some or all of these risk factors.  Therefore, shareholders and other readers should consider these risk factors with caution and form their own critical and independent conclusions about the likely effect of these risk factors on our future performance.  Such forward-looking statements speak only as of the date on which the statements are made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made to reflect the occurrence of unanticipated events or circumstances.  Shareholders and other readers are cautioned not to place undue reliance on forward-looking statements, and should carefully review the disclosures and the risk factors described in this and other documents we file from time to time with the Securities Exchange Commission (“SEC”), including our reports on Forms 10-Q and 8-K to be filed in fiscal 2013.
 
 
1

 

ITEM 1.                     BUSINESS

Overview

We are a career-focused post-secondary education services company.  Our mission is to demonstrate a “we care” philosophy by preparing career-focused, community-minded graduates for the global workforce.  We care about our students, our employees, and the employers who hire our students.  We strive to help our students build knowledge and skills for a specific career field, make professional connections through service learning experiences, and provide them with placement assistance.
 
We work to fulfill this mission by offering a variety of academic programs through Broadview University.  Broadview University is accredited by the Accrediting Council for Independent Colleges and Schools (“ACICS”) to award diplomas, undergraduate degrees, and master’s degrees in various fields of study.  The University delivers these programs through traditional classroom settings as well as through online instruction.  The University has campuses located in the Utah cities of Layton, Orem, Salt Lake City and West Jordan, as well as Boise, Idaho; our Salt Lake City and Boise campuses opened in October 2010 and January 2011, respectively.  Our mission places the achievement of our students first, demonstrating the Company’s focus on delivering a high quality product.

Principal Products and Services

Recruitment and Admissions

A typical Broadview University student is either unemployed or under-employed, and has enrolled in one of our programs to acquire new skills to increase his or her career opportunities.

We have an admissions department at each campus that is responsible for interviewing potential applicants, providing information regarding our academic programs, and to assist with the overall application process. We maintain a standardized presentation for all programs.  The admissions criteria vary according to the program of study.  Generally, each applicant for enrollment must have a high school diploma or the equivalent.

Student Completion

We strive to help students complete their program of study through admissions screening, financial planning and student services.  Our classes are offered during the day and evening to meet students’ scheduling needs and many courses are available through online delivery.

If a student terminates enrollment in a course prior to completion, federal and state regulations permit Broadview University to retain only a certain percentage of the total tuition and lab fees, which varies with, but generally equals or exceeds, the percentage of the courses completed.  Amounts received by Broadview University in excess of such set percentage of tuition and lab fees are refunded to the student or the appropriate funding source.

Student Placement

Although, like other post-secondary educational institutions, Broadview University does not guarantee job placement, the University does provide job placement assistance for graduates.  We assist students with résumé preparation and identifying employment leads.  Our placement office maintains job website links and provides job hotline information.

 
2

 

Our History

Broadview Institute, Inc. was incorporated in 1945 in the state of Minnesota.  Prior to the Company’s purchase of C Square Educational Enterprises, Inc. in 2005, Broadview Institute, Inc. was involved in the media production industry and operated under the name Northwest Teleproductions, Inc. (until February 2000) and Broadview Media, Inc. (until August 2006).

In 1996, Minnesota businessman Terry Myhre (“Mr. Myhre”) purchased a controlling interest in C Square Educational Enterprises, Inc., a Utah corporation.  At that time, C Square Educational Enterprises, Inc. operated a single campus in Salt Lake City, Utah under the Utah Career College name.  Mr. Myhre also owns, or has the controlling interest in, Globe University (“GU”) and Minnesota School of Business (“MSB”) (collectively “GU/MSB”), which are privately-owned, post-secondary career colleges headquartered in Minnesota.  Together, GU/MSB has 20 campuses located in Minnesota, Wisconsin and South Dakota.  GU/MSB has been educating students for more than 125 years and currently has a combined enrollment of approximately 8,500 students.

Mr. Myhre invested in Broadview Institute, Inc. in March 2003, becoming its single largest shareholder, and subsequently became the Company’s Chairman and CEO.   In July 2005, Broadview Institute, Inc. purchased C Square Educational Enterprises, Inc.  The acquisition was accounted for as a merger of an entity under common control since Mr. Myhre had a controlling interest in both companies.  The financial statements for all periods prior to July 1, 2005 were combined and restated in a manner similar to a pooling of interests to reflect the acquisition as if it had occurred on April 1, 2004.  Mr. Myhre beneficially owns approximately 63% of the Company’s shares as of the date of this Report.

Subsequent to the acquisition of C Square Educational Enterprises, Inc., we operated two distinct business segments, Education and Media Production.  Our expansion of the Education segment began with the addition of our first branch campus in Layton, Utah in January 2007.  We have since added three additional branch campuses, including our first outside the state of Utah, as well as introduced online program offerings.  With the Company’s focus shifted to the Education segment, we discontinued our Media Production segment entirely, effective March 31, 2008.  Effective May 2010, C Square Educational Enterprises, Inc. changed its registered d/b/a with the state of Utah from Utah Career College to Broadview University.

Service Level Agreement with Related Party

We utilize executive, administrative, accounting and consulting services provided by GU/MSB pursuant to a Service Level Agreement (the “SLA”) between the Company and GU/MSB.  Some of the services provided by GU/MSB under this arrangement include chief financial and chief executive officer services, information technology support, finance and accounting services, human resources support, student financial aid consulting and curriculum consulting.  The term of the SLA was for one year from the effective date (July 1, 2008), with automatic one-year renewal periods thereafter.  The SLA may be terminated by either party upon 30 days’ notice.

Under the SLA, the Company paid GU/MSB $50,000 per month for these services from July 1, 2008 through December 31, 2009.  Effective January 1, 2010, the Company’s Board of Directors approved increasing the payments to $75,000 per month, based on management’s analysis of the cost and scope of services provided.  Management believes the monthly charges under the SLA are competitive with, or less than, what the Company would have to pay to provide these services or to obtain them from another third party.

 
3

 

Industry Background and Outlook

The post-secondary education industry is highly fragmented and competitive.  We compete with traditional public and private two-year and four-year colleges and universities, other proprietary institutions, and alternatives to post-secondary education, such as immediate employment and military service.  Career-focused post-secondary institutions have seen large increases in students over the past two decades due to their ability to provide flexible schedules, online classes, and career-specific curriculum.  Today all post-secondary schools are seeing changes in academic delivery due mainly to the Internet.  Not only are more students able to get access to higher education through online classes, but the Internet is providing easy access to media-rich content.

The following table shows the number of degree-granting institutions in the United States by control and type of institution for the 2010-11 period, according to the National Center for Education Statistics (“NCES”):

All Institutions
Public
Private
 
   
Not-For-Profit
For-Profit
 
Total
4-Year
2-Year
Total
4-Year
2-Year
Total
4-Year
2-Year
Total
  4-Year   2-Year  
4,599
  2,870   1,729   1,656   678   978   1,630   1,543   87   1,313   649   664  

According to a recent NCES study, there were 17.6 million undergraduate post-secondary learners enrolled as of the fall of 2010, and that number is projected to grow to 19.6 million by 2020.  Our industry is highly regulated and compliance with these regulations allows many benefits to companies in our industry, such as access to federal student financial aid.  Projected growth in the post-secondary education market has recently been negatively affected by the prolonged economic downturn, as well as uncertainty associated with legislative and regulatory proposals.  The industry is heavily dependent on continued availability of federal funding programs for students, and concerns over potential reductions in or availability of such programs have contributed to lower projected enrollment growth in recent years.

We believe that Broadview University competes with other educational institutions principally based upon the quality of educational programs, reputation in the business community, program costs, and graduates’ ability to find employment.

Company Strategy

We have identified the following factors as key to executing our mission statement:

 
·
Actively participate in our communities at multiple levels;

 
·
Offer programs that meet the needs of employers;

 
·
Add locations to serve unmet education and workforce development needs; and

 
·
Provide service and applied learning opportunities for our students and employers in our surrounding communities.
 
 
4

 

Our Competitive Strengths

Strengths that help us  provide quality education and services to our students include:

 
·
Service learning in our communities. Service learning combines meaningful community service opportunities with course learning objectives to enrich our students’ academic experience.

 
·
Applied learning curriculum.  Our programs are designed to teach students how to be successful on the job through hands-on activities and small class sizes.

 
·
Flexible scheduling.  Students may enroll in residential classes, both during the day and at night, and may also enroll in online classes.  Classes are offered on a quarterly schedule which allows us to enroll new students four times per year.

 
·
Credentialed and experienced faculty.  Our faculty members hold advanced degrees in the program areas they instruct.  In addition, we require industry experience to ensure our instructors have hands-on knowledge.  Campus deans provide instruction and resources for the professional development of our instructors.

 
·
Community focus.  Our campus leaders develop relationships with municipalities and employers in the surrounding communities to help our students upon their graduation.  Because of these relationships, our students will have opportunities for membership in industry association groups, internships with employers, and ultimately career placement.

 
·
Emphasis on job placement.  We work with our students throughout their program of study to provide opportunities for them to network with future employers and prepare themselves to enter the job market upon program completion.

 
·
Experienced management team.  Broadview University has been providing career focused education for 34 years.  We partner with GU/MSB for their expertise in curriculum management, technology, finance, compliance, marketing and strategic management.  These schools have been focused on career education for more than 125 years.  The senior management team for the consortium of schools has many experienced managers of career colleges, which provides Broadview University with leaders experienced in growth and quality higher education.  We share a similar model for growth and campus management that has been successful with GU/MSB schools.

Curricula

We offer a wide range of degree programs related to high-growth employment sectors, including:

 
·
Business and Accounting;

 
·
Health Sciences;

 
·
Information Technology;

 
·
Legal Sciences; and

 
·
Entertainment Design and Media Production

 
5

 

In November 2011, we rebranded our Salt Lake City campus to focus solely on academic programs in the fields of studio arts, production arts, and the entertainment business.  The Salt Lake City campus was rebranded as Broadview Entertainment Arts University, or BEAU (herein referred to as “BEAU” or the “Salt Lake City campus”).  Programs currently offered include Digital Video Media Production, Graphic Design, Sequential Imaging and Media Business.  Our enrollments at BEAU have increased 29.1% from our last quarter in 2012 to our first quarter in fiscal 2013.  We believe this strategic move will better position us to capitalize on the demand for such skills in the workforce, and provide a clear focus for the BEAU campus while our other campuses will continue to offer our variety of traditional academic programs.

Programs of study range from 12 to 45 months.  We structure our curricula to allow students to advance sequentially from one learning level to another by applying credits earned in one program toward attainment of a more advanced degree.  The programs and their percentage of the student population for our academic quarters ended March 31, 2012 and 2011 were as follows:
 
Program
 
2012
   
2011
 
A.A.S. Veterinary Technology
    29.8 %     23.3 %
A.A.S. Nursing *
    7.8       12.2  
A.A.S. Medical Assistant
    6.0       7.5  
A.A.S. Information Technology
    4.3       4.0  
A.A.S. Business Administration
    4.2       4.3  
A.A.S. Paralegal
    4.2       5.0  
A.A.S. Criminal Justice
    3.7       4.0  
Diploma Medical Assistant
    3.2       4.6  
B.S. Paralegal
    3.1       2.0  
Diploma Medical Coding and Billing
    3.0       6.7  
B.S. Information Technology
    3.0       2.0  
Other programs
    27.7       24.4  
      100.0 %     100.0 %

* Our A.A.S Nursing program will be discontinued by or before September 2013.  See further discussion in Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Report.

Markets and Distribution

The primary market for Broadview University currently includes applicants from the states of Utah and Idaho to be served both via residential and online educational offerings.  We use our own admissions teams and market our programs through print, television, radio, Internet and telemarketing outlets.  We maintain booths and information tables at appropriate conferences, expos and other events in the communities where we operate.

 
6

 

Student Profile

Selected student population statistics are as follows:
Average age:
30 years
Female:
74%
Male:
26%
Students of color:
19%
Military/veterans and dependents:
18%
 
Research and Development

Development of new course offerings is expensed as incurred and is not separately tracked and recorded in the Company’s consolidated financial statements.

Effect of Environmental Regulation

To management’s knowledge, there are no federal, state or local provisions regulating the discharge of materials into the environment or otherwise relating to the protection of the environment, compliance with which the Company has had or is expected to have a material effect on our capital expenditures, earnings or competitive position.

Employees

As of March 31, 2012, we had 214 employees.  Of this figure, 93 were staff and 121 were faculty.  The majority of our staff is full-time, while the majority of our faculty is part-time.

Patents and Trademarks

The Company claims common law trademark rights in the names Broadview Institute and Broadview University.  The Company has no other patents, trademarks, copyrights, licenses, franchises or concessions that it considers material.

Financing Student Education

Students who attend Broadview University finance their education in a variety of ways.  In addition to financial aid programs offered through the federal government, many of our students finance their own education or receive tuition reimbursement from their employers.  Congress has enacted various tax credits for students pursuing higher education and has recently expanded education benefits available to military veterans who have served on active duty.

Title IV Programs

A majority of students who attend our school are eligible to participate in some form of government-sponsored financial aid program.  The Higher Education Opportunity Act (“HEOA”) was enacted on August 14, 2008 and reauthorizes the Higher Education Act of 1965, as amended (the “Higher Education Act”).  Under Title IV of the Higher Education Act (“Title IV”), various financial aid programs are offered.

 
7

 
 
The Title IV programs provide grants and loans to students who can use those funds to finance certain expenses at any institution that has been certified as eligible by the U.S. Department of Education (“USDE”).  Recipients of Title IV program funds must maintain a satisfactory grade point average and progress in a timely manner toward completion of their program of study.

For the year ended March 31, 2012, approximately 79% of our revenues (calculated on a cash basis, as defined by the USDE) were derived from Title IV programs.  Types of Title IV loan programs available to our students include the following:

Federal Direct Student Loans

Under the William D. Ford Federal Direct Loan Program (the “Direct Loan” program), the USDE makes loans directly to students.  The most common loans made to our students include the Federal Stafford Loan (the “Stafford” loan), which may be subsidized or unsubsidized, and the Federal Parent Loan for Undergraduate Students (the “PLUS” loan).

Stafford loans are made directly to our students by the USDE.  Students who have demonstrated financial need are eligible to receive a subsidized Stafford loan, while students without a demonstrated financial need are eligible to receive an unsubsidized Stafford loan.  The student is responsible for paying the interest on an unsubsidized Stafford loan while in school and after leaving school, although actual interest payments generally may be deferred by the student until after graduation.  Students who are eligible for a subsidized Stafford loan may also receive an unsubsidized Stafford loan.  A student is not required to meet any specific credit scoring criteria to receive a Stafford loan, but any student with a prior Stafford loan default or who has been convicted under federal or state law of selling or possessing drugs may not be eligible for a Stafford loan.  The USDE has established maximum annual and aggregate borrowing limits with respect to Stafford loans, and these limits are generally less than the cost of education at Broadview University.

PLUS loans are loans for dependent undergraduate students where the parent is the borrower on behalf of the student.  Creditworthy parents are allowed to borrow up to the cost of education and eligibility is not based on financial need.  Principal repayment is required through installment payments once the loan is fully disbursed.  Students must maintain at least a “half-time” status and meet satisfactory academic progress requirements, as defined by the USDE, to participate in the PLUS loan program.

Federal Grants

Title IV federal grants are generally made to our students under the Federal Pell Grant Program (the “Pell” program) and the Federal Supplemental Educational Opportunity Grant Program (the “FSEOG” program).  The USDE makes Pell grants up to a maximum amount per award year to students who demonstrate financial need.  FSEOG program awards are designed to supplement Pell grants up to a maximum amount per award year for the neediest students.  An institution is required to make a 25% matching contribution for all federal funds received under the FSEOG program.

Other Financial Aid Programs

In addition to Title IV programs, eligible students at Broadview University may also participate in educational assistance programs administered by the U.S. Department of Veterans Affairs, the U.S. Department of Defense, and various private organizations.


 
8

 

Government Approvals and Effect of Governmental Regulations

We operate in a highly-regulated industry with oversight by several agencies.  The Higher Education Act and the regulations promulgated thereunder require all higher education institutions that participate in the various financial aid programs under Title IV both to comply with detailed substantive and reporting requirements and to undergo periodic regulatory evaluations.  The Higher Education Act allocates regulatory responsibility for these programs among (1) the federal government through the USDE; (2) the institutional accrediting agencies recognized by the U.S. Secretary of Education, and (3) state education regulatory bodies.  The regulations, standards and policies of these agencies are subject to frequent change.

Accreditation

Accreditation is a process for recognizing educational institutions and the programs offered by those institutions for achieving a level of quality that entitles them to the confidence of the educational community and the public they serve.  In the United States, this recognition is extended primarily through nongovernmental, voluntary, regional, national, professional or specialized accrediting associations.  Accredited institutions are subject to periodic review by accrediting bodies to ensure these institutions maintain required levels of performance, evidence institutional and program stability, demonstrate integrity and fulfill other requirements established by the accrediting body.

Accrediting agencies also are responsible for overseeing educational institutions.  Continued approval by an accrediting agency recognized by the USDE is necessary for an institution to maintain eligibility to participate in Title IV programs.

Accrediting agencies primarily examine the academic quality of the institution’s instructional programs, and a grant of accreditation is generally viewed as confirmation that an institution’s programs meet generally accepted academic standards.  Accrediting agencies also review the administrative and financial operations of the institutions they accredit to ensure that each institution has sufficient resources to perform its educational mission.

Effective April 2010, Broadview University received a grant of accreditation from the ACICS effective through December 31, 2013.  The University was formerly accredited by the Accrediting Commission of Career Schools and Colleges (“ACCSC”).  ACCSC accreditation was voluntarily surrendered effective May 11, 2010.

Accrediting commission oversight may occur at several levels.  ACICS may require a school to submit a response to one or more citations when there is evidence that there are deficiencies in the school’s compliance with accreditation standards or requirements.  ACICS may also require a school to submit periodic reports to monitor one or more specified areas of performance.  In cases where ACICS has reason to believe that a school is not in compliance with accreditation standards and other requirements, ACICS may place a school on probation (a “Probation Order”), or order the school to show cause as to why accreditation should not be withdrawn (a “Show Cause Order”).

A school under a Show Cause Order or Probation Order is required to demonstrate corrective action and compliance with accrediting standards within a specified time period.  Based on the school’s actions and response, ACICS may remove the order, continue the order, or withdraw the school’s accreditation.

 
9

 

If Broadview University were to lose its accreditation, students attending the University would not be eligible to receive Title IV funding.  Our inability to participate in Title IV programs would have a significant impact on our operations.  Broadview University is currently not under any special reporting requirements, Show Cause Orders or Probation Orders from the ACICS.

State Authorization

State licensing agencies are responsible for the oversight of educational institutions.  Continued approval by such agencies is necessary for an institution to operate and grant degrees or diplomas to its students.  Moreover, under the Higher Education Act, approval by such agencies is necessary to maintain eligibility to participate in Title IV programs.  Currently, Broadview University is authorized by its applicable state licensing agency or agencies.  In the state of Utah, Broadview University is exempt from state registration requirements because of its ACICS accreditation.  In Idaho, Broadview University is registered with the Idaho State Board of Education.  Broadview University’s nursing program requires state approval, and we have received all necessary approvals from the appropriate state agencies.  Our nursing program will be discontinued by or before September 2013.  See further discussion in Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Report.

The increasing popularity and use of the Internet and other online services for the delivery of education has led and may lead to the adoption of new laws and regulatory practices in the United States or foreign countries or to interpretation of the application of existing laws and regulations to such services.  These new laws and interpretations may relate to issues such as the requirement that online educational institutions be licensed as a school in one or more jurisdictions even where they have no physical location.  New laws, regulations or interpretations related to doing business over the Internet could increase our cost of doing business, affect our ability to increase enrollments and revenues, or otherwise have a material adverse effect on our business.

On October 29, 2010, the USDE adopted new regulations, effective July 1, 2011, regarding state licensure of online programs.  The revised rules specify that an institution offering distance post-secondary education must meet any state requirements for it to be legally offering post-secondary distance or correspondence education in that state.  On April 20, 2011, the USDE issued a “Dear Colleague Letter” clarifying enforcement of state authorization of online programs.  In order to avoid adverse action by the USDE, institutions must be making good faith efforts to identify and obtain necessary state authorizations before July 1, 2014.  As of the date of this Report, the USDE has faced significant legal challenge as to its ability to enforce such regulations, and the final outcome of such challenges are not known to management.  We have begun a process for identifying and obtaining required state authorizations and believe that we are acting in good faith to comply with the new rules.  However, due to the unsettled legal status of the new regulations, we cannot predict what impact any modifications to the rules as currently proposed may have on our operations.

Eligibility and Certification Procedures

Under the provisions of the Higher Education Act, an institution must apply to the USDE for continued certification to participate in Title IV programs at least every six years or when it undergoes a change of control, as discussed below.  The USDE may place an institution on provisional certification status if it finds that the institution does not fully satisfy all required eligibility and certification standards.

Provisional certification does not generally limit an institution’s access to Title IV program funds.  The USDE may withdraw an institution’s provisional certification without advance notice if the USDE determines that the institution is not fulfilling all material requirements.

 
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In addition, an institution must obtain USDE approval for certain substantial changes in its operations, including changes in an institution’s accrediting agency or state authorizing agency or changes to an institution’s structure or certain basic educational features.  We received USDE approval of our change in accrediting agencies from ACCSC to ACICS in October 2010.

Program Participation Agreement

Each institution participating in Title IV programs is required to enter into a Program Participation Agreement with the USDE.  Under the agreement, the institution agrees to follow the USDE’s rules and regulations governing Title IV programs.  Broadview University’s current Program Participation Agreement will expire on March 31, 2014, assuming our compliance with the agreement’s terms.  We will apply for recertification prior to the deadline of December 31, 2013.

Financial Aid Regulation

To participate in the Title IV programs, an institution must be authorized to offer its programs of instruction by the relevant education agencies of the state in which it is located, must be accredited by an accrediting agency recognized by the USDE, and must be certified as eligible by the USDE.  The USDE will certify an institution to participate in Title IV programs only after the institution has demonstrated compliance with the Higher Education Act and the USDE’s extensive regulations regarding institutional eligibility.  An institution must also demonstrate its compliance with these requirements to the USDE on an ongoing basis.  Higher Education Act regulations also require that an institution’s administration of Title IV program funds be audited annually by an independent accounting firm.

Administrative Capability

USDE regulations specify extensive criteria that an institution must satisfy to establish that it has the requisite administrative capability to participate in Title IV programs.  These criteria require of participating institutions, among other things:

 
·
compliance with all applicable federal student financial aid regulations;

 
·
having capable and sufficient personnel to administer the federal student financial aid programs;

 
·
providing financial aid counseling to its students; and

 
·
submitting all reports and financial statements required by the regulations.

Financial Responsibility Standards

To participate in Title IV programs, an institution must satisfy specific measures of financial responsibility as prescribed by the USDE.  The USDE evaluates institutions for compliance with these standards each year, based on the institution’s annual audited consolidated financial statements.

 
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To be considered financially responsible, an institution must, among other things,

 
·
have sufficient cash reserves to make required refunds;

 
·
be current on its debt payments:

 
·
meet all of its financial obligations, and

 
·
achieve a “composite score” of at least 1.5 based on the institution’s annual consolidated financial statements.

The USDE calculates an institution’s composite score, which may range from –1.0 to 3.0, based on a combination of financial measures designed to establish the adequacy of an institution’s capital resources, its financial viability and its ability to support current operations.  An institution that does not meet the USDE’s minimum composite score of 1.0 may demonstrate its financial responsibility in one of several ways, including posting a letter of credit in favor of the USDE in an amount equal to at least 50% of Title IV program funds received by the institution during its prior fiscal year, or posting a letter of credit in an amount equal to at least 10% of Title IV program funds received by the institution during its prior fiscal year and agreeing to certain additional requirements for the receipt of Title IV program funds, including, in certain circumstances, receipt of Title IV program funds under an agreement other than the USDE’s standard advance funding arrangement.

Our composite score as of and for the year ended March 31, 2011 was 2.3 and thus, we met the USDE’s financial responsibility standards for that fiscal year.  However, our composite score as of and for the year ended March 31, 2012 was 1.3.  As our composite score was less than 1.5, but greater than 1.0, the USDE may still consider our institution to be financially responsible if we qualify for an alternative standard.  Such alternative standards relevant to our institution include:

 
·
posting an irrevocable letter of credit to the USDE equal to at least 50% of the Title IV program funds we received during our most recently completed fiscal year; or

 
·
agreeing to increased monitoring of our operations, including our administration of the Title IV programs, for up to three consecutive fiscal years while maintaining a composite score equal to 1.0 to 1.4 for each of those years (the “Zone Alternative”).

As of the date of this Report, we anticipate operating under the Zone Alternative and not posting an irrevocable letter of credit.  This alternative gives an institution the opportunity to improve its financial condition over time without requiring the school to post a letter of credit or participate under provisional certification.  Under the Zone Alternative, a participating institution:

 
·
must request and receive funds under the cash monitoring or reimbursement payment methods, as specified by the USDE (see “Heightened Cash Management” section below);

 
·
must provide timely information regarding certain oversight and financial events (see “Information to be Provided under the Zone Alternative” section below);

 
·
may be required to submit its financial statement and compliance audit earlier than normally required; and

 
·
may be required to provide information about its current operations and future plans.
 
 
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Heightened Cash Management

The USDE places an institution on one of the following cash management programs if the USDE determines there is a need to strictly monitor the institution’s participation in Title IV programs.

 
o
Reimbursement Method
 
o
Heightened Cash Monitoring 1 (“HCM1”)
 
o
Heightened Cash Monitoring 2 (“HCM2”)

Under these payment methods, the USDE releases funds to the institution after the institution has made the disbursement to the student or parent borrower.  Under the Reimbursement Method, an institution must first disburse Title IV program funds to eligible students and parents before it can request those funds from the USDE.  As part of the institution’s request, it must identify the students and parents for whom the institution is seeking reimbursement, and submit documentation demonstrating that each student and parent included in the request was eligible to receive – and received – Title IV funds.  After the reimbursement request is approved, the USDE transfers electronically the appropriate amount of Title IV funds to the bank account in which the school maintains its Title IV funds.

Under the HCM1 and HCM2 methods, the USDE may relax the documentation requirements for each recipient of a Title IV disbursement. Under HCM1, after an institution makes disbursements to eligible borrowers, it draws down Title IV funds to cover those disbursements in the same way as an institution on the advance payment method.  Under HCM2, after an institution makes disbursements to eligible borrowers, it submits only the documentation specified by the USDE.  The USDE may tailor the documentation requirements for institutions on a case-by-case basis.  If an institution is placed on Reimbursement Method or HCM1, its administration of the payment method must be audited every year.  The institution’s independent external auditor is required to express an opinion, as part of the institution’s USDE compliance audit, on the institution’s compliance with the requirements of the Zone Alternative, including its administration of the payment method under which the institution received and disbursed Title IV program funds.

Information to be provided under the Zone Alternative

An institution under the Zone Alternative must provide timely information to the USDE regarding any of the following oversight and financial events:

 
o
any adverse action, including a probation or similar action, taken against the institution by its accrediting agency;

 
o
any event that causes the institution, or related entity as defined by the USDE, to realize any liability that was noted as a contingent liability in the institution’s or related entity’s most recent audited financial statement;

 
o
any violation by the institution of any loan agreement;

 
o
any failure of the institution to make a payment in accordance with its debt obligations that results in a creditor filing suit to recover funds under those obligations;

 
o
any withdrawal of owner’s equity from the institution by any means, including by declaring a dividend; or

 
o
any extraordinary losses, as defined by the USDE.

 
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As of the date of this Report, management has not received definitive instructions from the USDE regarding which payment method under which we may be placed.  We anticipate we will receive definitive instructions from the USDE during our second fiscal quarter ending September 30, 2012.  If the Company fails to satisfy the USDE’s Zone Alternative financial responsibility standards, our financial condition, results of operations, and cash flows could be materially adversely affected, should the Company not have adequate resources to meet the letter of credit requirements described above.

Student Loan Default Rates

An institution may lose eligibility to participate in some or all Title IV programs if defaults on the repayment of federal program loans by its students exceed certain levels.  The USDE uses a specific methodology to determine default rates and imposes varying sanctions based upon the calculation results.

Current Cohort Default Rate Provisions

The USDE calculates a rate of student defaults for each institution with 30 or more borrowers entering repayment in a given federal fiscal year.  The USDE includes in the cohort all student borrowers at the institution who entered repayment on any federal program loan during that year.  The cohort default rate is the percentage of those borrowers who default by the end of the following federal fiscal year (October through September), resulting in a two-year cohort default rate.  Because of the need to collect data on defaults, the USDE publishes cohort default rates two years in arrears; for example, in the fall of 2011, the USDE issued cohort default rates for federal fiscal year 2009.

The USDE may take adverse action against an institution if it has excessive cohort default rates, including the following:

 
·
An institution whose cohort default rates equal or exceed 25% for three consecutive years will no longer be eligible to participate in the Title IV loan programs and the federal Pell Grant programs effective 30 days after notification by the USDE, unless the institution timely appeals that determination in a manner specified by the USDE.

 
·
An institution whose cohort default rate for any federal fiscal year exceeds 40% will no longer be eligible to participate in the Title IV loan programs effective 30 days after notification by the USDE, unless the institution timely appeals that determination in a manner specified by the USDE.

Termination under either of the above provisions is for the remainder of the federal fiscal year in which the USDE determines that such institution has lost its eligibility, and for the two subsequent federal fiscal years.

 
·
An institution whose cohort default rate equals or exceeds 25% for any one of the three most recent federal fiscal years may be placed on provisional certification status by the USDE for up to four years.  Provisional certification does not limit an institution’s access to Title IV program funds; however, provisional status means an institution is subject to closer USDE review and it may be subject to various adverse actions if it violates Title IV requirements.

We have implemented a student loan default management program aimed at reducing the likelihood of our students’ failure to repay their loans in a timely manner.  Our cohort default rates on Title IV program loans for the 2009, 2008, and 2007 federal fiscal years were 12.2%, 4.3% and 6.2%, respectively.  The average cohort default rates for proprietary institutions nationally were 15.0%, 11.6% and 11.0% for federal fiscal years 2009, 2008 and 2007, respectively.

 
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Cohort Default Rate Provisions Effective 2014

The current cohort default rate calculation and threshold for regulatory sanctions will change effective July 1, 2014 as a result of the reauthorization of the Higher Education Act by Congress through the HEOA in 2008.  HEOA modified the Higher Education Act’s cohort default rate provisions related to Title IV loans in two significant ways.

First, under the new provisions, the period for measuring defaults will be expanded by one year, resulting in a three-year cohort default rate.  The first three-year rate was received in February 2012 for the period covering October 2008 through September 2011, although enforcement of the three-year rate rules will not begin until the October 2010 through September 2013 period.  This three-year rate will be reviewed in 2014 and in the event the rate fails to meet USDE requirements, sanctions may be instituted.

Second, effective as of federal fiscal year 2012, the cohort default rate threshold of 25% will be increased to 30%.  Consequences of this change include the following:

 
·
If an institution’s cohort default rate is 30% or more in a given fiscal year, the institution will be required to assemble a “default prevention task force” and submit to the USDE a default improvement plan.

 
·
Institutions that exceed 30% for two consecutive fiscal years will be required to review, revise and resubmit their default improvement plan, and the USDE may direct that such plan be amended to include actions, with measurable objectives, that it determines will promote loan repayment.

 
·
An institution whose cohort default rate is 30% or more for any two out of three consecutive federal fiscal years may be subject to USDE provisional certification.  Such an institution may file an appeal to demonstrate exceptional mitigating circumstances and, if the U.S. Secretary of Education determines that the institution demonstrated such circumstances, the Secretary of Education may not subject the institution to provisional certification based solely on the institution’s cohort default rate.

 
·
An institution whose cohort default rate is equal to or greater than 30% for each of the three most recent federal fiscal years will be ineligible to participate in the Title IV programs.

The revisions to the cohort default rate described above did not change the existing provision whereby an institution generally loses Title IV eligibility if its most recent default rate exceeds 40%.

The USDE’s final regulations implementing the HEOA provisions on cohort default rates and other student loan matters clarify that the USDE will issue two cohort default rates – both a two-year rate and a three-year rate – for federal fiscal years 2009 through 2011.  The final regulations indicate that the USDE will rely on the two-year rate and related thresholds to determine institutional eligibility until 2014, when the USDE issues official three-year cohort default rates. Three-year cohort default rates were generally expected to be higher than two-year rates because of both the longer repayment history and current economic conditions.  Broadview’s trial three-year cohort default rate was 12.9% for federal fiscal year 2008, compared to the average trial three-year rate for proprietary institutions nationally of 25.0%.


 
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Compliance with “90/10 Rule”

A requirement of the Higher Education Act, commonly referred to as the “90/10 Rule,” applies only to proprietary institutions of higher education such as Broadview University.  Under the Higher Education Act, a proprietary institution is prohibited from deriving from Title IV funds, on a cash accounting basis (except for certain institutional loans) for any fiscal year, more than 90% of its revenues (as computed for 90/10 Rule purposes).

Effective August 14, 2008, HEOA changed the 90/10 Rule from an eligibility requirement to a compliance obligation that is part of an institution’s program participation agreement with the USDE.  Institutions that violate the 90/10 Rule for any fiscal year will be placed on provisional status for two fiscal years.  Violation of the 90/10 Rule for two consecutive fiscal years will result in an institution becoming ineligible to participate in Title IV programs for at least two fiscal years.  The institution will be required to demonstrate compliance with Title IV eligibility and certification requirements for at least two fiscal years prior to resuming Title IV program participation.  In addition, the USDE now discloses on its website any institution that fails to meet the 90/10 Rule requirements, and reports annually to Congress the relevant ratios for each institution.

For the fiscal year ended March 31, 2012, Broadview University received $14,572,665 of Title IV funds and total eligible cash receipts of $18,288,131, resulting in a percentage of 79%.  Financial data used to calculate Broadview University 90/10 Rule compliance is Broadview University data on a stand-alone basis.  We monitor compliance with this 90/10 Rule to minimize the risk that Broadview University would derive more than the maximum allowable percentage of its cash-basis revenue from Title IV programs for any fiscal year.

Return of Title IV Program Funds

An institution participating in Title IV programs must correctly calculate the amount of unearned Title IV program funds that were disbursed to students who withdrew from educational programs before completing the programs, and must return those funds in a timely manner.  If a student withdraws during the first 60% of any period of enrollment or payment period, the amount of Title IV program funds that the student earned is equal to a pro rata portion of the funds for which the student would otherwise be eligible.  If the student withdraws after the 60% point, then the student has earned 100% of the Title IV program funds.

Institutions must return the lesser of the unearned Title IV program funds or the institutional charges incurred by the student for the period multiplied by the percentage of unearned Title IV program funds.  Institutions are required to return such funds within 45 days of the date the institution determines that the student has withdrawn.  Compliance with refund calculation provisions is audited on an annual basis.  If such payments are not made in a timely manner, an institution may be subject to adverse action, including being required to submit a letter of credit equal to 25% of the refunds the institution should have made in its most recently completed fiscal year.

Under USDE regulations, if late returns of Title IV program funds constitute 5% or more of students sampled in the institution’s annual compliance audit for either of its two most recently completed fiscal years, an institution generally must submit an irrevocable letter of credit payable to the U.S. Secretary of Education.  Currently, we are not required to post a letter of credit or accept other conditions on its participation in Title IV programs.

 
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Gainful Employment

On June 13, 2011, the USDE published final regulations on the metrics to determine whether an academic program prepares a student for gainful employment.  Management continues to analyze the final USDE regulations, and we are assessing potential impacts to our business and evaluating various strategies, as these new and pending regulations could have a significant impact on our business.

Under the Higher Education Act, a proprietary institution must prepare students for gainful employment in a recognized occupation.  The USDE issued final rules related to the definition of gainful employment on June 2, 2011, which will take effect on July 1, 2012.  Under these rules, if a particular program does not meet the USDE standards of “gainful employment,” the program could be subject to increased disclosure requirements, limits on enrollment, termination of Title IV eligibility, and/or other consequences.

Under the final rules, an academic program would be considered to lead to “gainful employment” if it meets at least one of the following three metrics:

 
·
at least 35% of former students are repaying their loans (defined as reducing the loan principal balance by at least $1 over a 12-month period);

 
·
the estimated annual loan payment of a typical graduate does not exceed 30% of his or her discretionary income; or

 
·
the estimated annual loan payment of a typical graduate does not exceed 12% of his or her total earnings.

The first time an academic program fails all three metrics, the institution must disclose to students why the measurement was not achieved and how the failure will be addressed.  After a second failure in a three-year span, institutions must inform students that their debts may be unaffordable after graduation, that the program is at risk of losing eligibility to participate in Title IV programs, and disclose the students’ existing transfer options.  Academic programs that fail all of the metrics for three years in a four-year period would lose their eligibility to participate in Title IV programs.  As these final regulations will be effective July 1, 2012, the first year a program could become ineligible would be 2015, based on its performance in the years 2012-2014.  Eligibility losses in 2015 are limited to the lowest 5% of all programs across institutions.  The regulations provide means by which an institution may challenge the USDE’s calculation of any of the three debt metrics.  The USDE will release final metrics for programs beginning in 2013, but has indicated its intent to release metrics for informational purposes only in 2012.

Approval of New Programs and Locations

Our ability to establish additional locations and programs is regulated at the accrediting body, state and federal levels.  ACICS requires institutions under its accreditation to provide notification in advance of implementing new programs or locations.  Additionally, ACICS may conduct site visits to ensure that accredited institutions maintain educational quality.  Any new Broadview University campus locations require ACICS approval before enrolling students.

The Higher Education Act generally requires that certain educational institutions be in full operation for two years before applying to participate in Title IV programs.  However, the regulations generally permit an institution that is certified to participate in Title IV programs to establish an additional location and apply to participate in Title IV programs at that location without reference to the two-year requirement, if such an additional location satisfies all other applicable requirements.

 
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Effective July 1, 2011, a proprietary institution must notify the USDE of new programs that are subject to gainful employment requirements a minimum of 90 days before courses begin.  The institution may proceed with the program offering unless the USDE advises the institution within 60 days of the notification that the additional program(s) must be approved.

Incentive Compensation

An institution participating in the Title IV programs may not provide any commission, bonus, or other incentive payment based directly or indirectly on success in securing enrollments or financial aid to any person or entity engaged in any student recruiting or admission activities or in making decisions regarding the awarding of Title IV program funds.  Failure to comply with the incentive payment rules could result in loss of certification to participate in Title IV programs, limitations on such participation, or financial penalties.

Effective July 1, 2011, the USDE eliminated 12 “safe harbors” relating to payment and compensation plans that institutions may practice without fear of violating the prohibitions.  The USDE’s final rules prohibit payment made “in any part” directly or indirectly upon the success of securing enrollments or financial aid, apply to all employees at an institution who are engaged in or responsible for any student recruitment or admission activity, limit “profit-sharing payments,” and set rules for third-party contracts.  Although we cannot provide any assurances that the USDE will not find deficiencies in our compensation plans, management believes that our current compensation plans are in compliance with the Higher Education Act and USDE regulations.

Lender Relationships

HEOA adds a new requirement, as part of an institution’s Program Participation Agreement with the USDE, that institutions participating in Title IV programs adopt a code of conduct pertinent to student loans.  Broadview University has a code of conduct that management believes complies with the provisions of HEOA in all material respects.

Additionally, HEOA contains provisions that apply to federal and private lenders, prohibiting such lenders from engaging in certain activities as they interact with institutions.

Provisional Certification upon Change in Control

A school that undergoes a change of ownership resulting in a change in control (as defined under the Higher Education Act) must be reviewed and recertified for participation in Title IV programs under its new ownership.  A school’s change of ownership application can be reviewed prior to the change of ownership.  If the USDE finds the application to be materially complete, the USDE may generate a Temporary Program Participation Agreement allowing the school’s students to continue to receive federal funding, subject to the USDE’s continued review of the transaction and certain other conditions.

Subsequent to the USDE’s review of the complete application filed as a result of the transaction, the USDE will either deny recertification to the school under the new ownership or recertify the school on a provisional basis.

During the time a school is provisionally certified, it may be subject to summary adverse action for a material violation of Title IV program requirements and may not establish additional locations without prior approval from the USDE.  However, provisional certification does not otherwise limit an institution’s access to Title IV program funds.

 
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The Company’s acquisition of Broadview University in July 2005 required review and recertification for Broadview University’s participation in Title IV programs.  Broadview University filed a change of ownership application.  The USDE found Broadview University’s application to be materially complete.  Accordingly, the USDE generated a Temporary Program Participation Agreement allowing Broadview University’s students to continue receiving federal funding.  The USDE granted a Temporary Program Participation Agreement to Broadview University on August 10, 2005.  In May 2008, the USDE recertified Broadview University through March 2014, thereby removing its provisional status.

Third-Party Servicers

USDE regulations permit an institution to enter into a written contract with a third-party servicer for the administration of any aspect of the institution’s participation in Title IV programs, subject to the third-party servicer meeting applicable Title IV requirements.  An institution must report to the USDE any new contracts or significant modifications to contracts with third-party servicers.  We do not have any relationships with third-party servicers for the administration of any aspect of our participation in Title IV programs.

Compliance with Federal Regulatory Standards and Effect of Federal Regulatory Violation

Broadview University is subject to and, from time to time, is likely to have pending audits, compliance reviews, inquiries and investigations by the USDE and other state regulatory agencies, accrediting agencies, and other third parties that may allege violations of regulations, accreditation standards, or other regulatory requirements applicable to us.

The Higher Education Act also requires that an institution’s administration of Title IV program funds be audited annually by an independent accounting firm and that the resulting audit report be submitted to the USDE for review within six months of the institution’s fiscal year end.  If we fail to comply with the regulatory standards governing Title IV programs, the USDE could impose one or more sanctions, up to and including suspension or termination of our ability to participate in Title IV programs.  Although no such actions are currently in force and we are not aware of any such sanctions presently contemplated, such proceedings would likely have a material adverse effect on the Company.

Recent or Pending Legislative and Regulatory Activity

Congress

Congress must reauthorize the Higher Education Act approximately every six years.  On July 31, 2008, Congress completed the reauthorization process by passing the HEOA, which was signed into law in August 2008.  HEOA provisions are effective upon enactment, unless otherwise specified in the law.  In addition to HEOA, various other laws to amend and reauthorize aspects of the Higher Education Act have been enacted.  In February 2006, the Deficit Reduction Act of 2005 was signed into law and included the Higher Education Reconciliation Act of 2005 (“HERA”).  Among other measures, HERA reauthorized the Higher Education Act with respect to the federal guaranteed student loan programs.

In September 2007, the President signed the College Cost Reduction and Access Act, which increased benefits to students under the Title IV programs and reduced payments to and raised costs for lenders that participate in the federal student loan programs.


 
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In May 2008, the President signed into law the Ensuring Continued Access to Student Loans Act of 2008 (“ECASLA”), which was designed to facilitate student loan availability and to increase student access to federal financial aid in light of then-current market conditions.  Congress extended the ECASLA until June 30, 2010.

In March 2010, the President signed into law the Student Aid and Fiscal Responsibility Act of 2009, which eliminated the FFEL program and required all institutions participating in Title IV programs to convert exclusively to the Direct Loan program by July 1, 2010.

In addition, Congress reviews and approves appropriations for Title IV programs on an annual basis.  An elimination of certain Title IV programs, a reduction in federal funding levels of these programs, or other material changes in program offerings or participation requirements could reduce the ability of certain students to finance their education.  Given the significant percentage of Broadview University’s revenues that are derived from the Title IV programs, significant changes in Title IV program funding or participation requirements could have a material adverse effect on the Company.

In 2010, Congress increased its focus on the participation of proprietary education institutions in Title IV programs, as well as U.S. Department of Defense oversight of tuition assistance for military service members.  Since June 2010, the Senate’s Health, Education, Labor and Pensions (“HELP”) committee has held hearings into, among other things, the standards and procedures of accrediting agencies, credit hours and program length, the portion of federal student financial aid going to proprietary institutions, and the receipt of veteran’s and military education benefits by students enrolled at proprietary institutions.

Additionally in 2010, the U.S. Government Accountability Office (“GAO”) issued reports critical of for-profit post-secondary education, citing instances of deceptive statements made by employees to prospective students at a sample of proprietary institutions.  The GAO was also critical of the USDE’s enforcement of incentive compensation rules.  This increased governmental scrutiny may continue for the foreseeable future, and could result in additional legislation or future rulemaking affecting participation in federal financial aid programs by institutions such as Broadview University.

U.S. Department of Education

In October 2009, the USDE published final regulations to implement HEOA changes to Title IV of the Higher Education Act.  Those regulations were effective July 1, 2010.  On October 29, 2010, the USDE published final regulations pertaining to program integrity at higher education institutions, most of which became effective July 1, 2011.  Areas affected by these new regulations include, but are not limited to, issues related to the definition of gainful employment under Title IV, state authorization, incentive compensation rules for persons engaged in certain aspects of admissions and financial aid, and other topics.  The USDE released final regulations regarding gainful employment on June 2, 2011 and these regulations become effective July 1, 2012.

The revised rules also establish new annual reporting requirements that are applicable to most programs of study, with the first reporting requirements due October 1, 2011 for the 2006-2007 (if available), 2007-2008, 2008-2009 and 2009-2010 federal financial aid award years.  For each program, an institution must report specific information regarding the program, students enrolled in the program, and students who completed the program, including the amount the student received from private educational loans and institutional financing plans, as well as information on whether the student matriculated to a higher credentialed program at the institution or transferred to such a program at another institution.

 
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In addition, for each program subject to the new rule, the institution must provide prospective students with several new disclosures related to the occupations that the program prepares students to enter, the on-time graduation rate, tuition, fees and costs, placement rates and median loan debt.  The institution must include the disclosures listed above in promotional materials it makes available to prospective students, and post this information on its website.

Management continues to analyze the final USDE regulations, and we are assessing potential impacts to our business and evaluating various strategies, as these new and pending regulations could have a significant impact on our business.  There may be certain further legislative or regulatory changes; however, at this time we cannot determine the scope, content or effect of such changes.  Congressional acts or other regulatory changes could lead to lower enrollments for institutions such as Broadview University, or require such institutions to increase their reliance on alternative sources of student financial aid.  Given the significant percentage of Broadview University’s revenues that are derived from Title IV programs, the loss or significant reduction in Title IV program funds available to our students could have a material adverse effect on our Company.

 
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ITEM 1A.           RISK FACTORS

Risks Related to Our Industry:

Failure to comply with the extensive regulatory requirements for school operations could result in financial penalties, restrictions on our operations, loss of federal financial aid funding for our students, or loss of our authorization to operate our school.

As a provider of higher education services, we are subject to extensive state and federal regulation.  In particular, the Higher Education Act, as reauthorized by the HEOA in August 2008, and related regulations impose significant regulatory scrutiny, including detailed substantive and reporting requirements, on Broadview University and all other higher education institutions that participate in the various federal student financial aid programs under Title IV.

The Higher Education Act allocates regulatory responsibility for these programs among (1) the federal government through the USDE, (2) the institutional accrediting agencies recognized by the U.S. Secretary of Education, and (3) state education regulatory bodies.

The regulations, standards and policies of these agencies are subject to frequent change and interpretation, which could have a material adverse effect on our accreditation, authorization to operate in various states, permissible activities, receipt of funds under Title IV programs, or costs of doing business.  We cannot predict with certainty how all of the requirements applied by these agencies will be interpreted or whether we will be able to comply with these requirements in the future.  If we are found to be in noncompliance with any of these regulations, standards or policies, any one of the relevant regulatory agencies may do one or more of the following:

 
·
impose monetary fines or penalties;

 
·
limit or terminate our operations or ability to grant degrees or diplomas;

 
·
restrict or revoke our accreditation, licensure or other approval to operate;

 
·
limit, suspend or terminate our eligibility to participate in Title IV programs or state financial aid programs;

 
·
require repayment of funds received under Title IV programs or other financial aid programs;

 
·
require us to post a letter of credit with the USDE;

 
·
subject us to other civil or criminal penalties; and/or

 
·
subject us to other forms of censure.

In August 2010, the U.S. Secretary of Education announced plans to increase the number of program reviews by 50% to 300 in 2011.  Broadview University is currently not under a program review, nor have we been notified of any program review scheduled in the future.  We cannot predict if or when such a program review would be performed, nor what the results would be.  If a program review found that we are not complying with Title IV regulations, the USDE could impose sanctions or conditions that could have a material adverse effect on our business.

 
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Our nursing program operated out of our West Jordan campus voluntarily ceased enrolling new students effective November 2011, in response to a warning letter from the Utah State Board of Nursing stating that our nursing graduates’ average pass rate on the National Council Licensure Examination (“NCLEX”)  was not meeting required regulatory levels set by the Utah Administrative Code.  In a Memorandum of Understanding and Order (“MOU”) from the State of Utah Department of Commerce’s Division of Occupational and Professional Licensing (“the Licensing Division”) dated December 9, 2011, we agreed to disciplinary action which placed our nursing program under a probationary period of three years from the date of the MOU, and required us to write a remediation plan to address deficiencies in our program which may be contributing to the low test scores.  Under the terms of the MOU probationary period, failure of one cohort testing class to achieve satisfactory NCLEX scores gave the Licensing Division the right to implement further sanctions against Broadview, including immediate cessation of the nursing program.

During the probationary period, we had a cohort testing class fail to attain the required pass rate on the NCLEX exam.  On May 31, 2012, we received formal communication from the Licensing Division that Broadview would be allowed to teach out its remaining nursing students through September 2013, so long as the program continues to meet all requirements of the MOU.  However, Broadview is prohibited from enrolling any new nursing students, and thus, our nursing program will cease operations upon completion of the teach-out period, or at any date prior to September 2013 should any remaining cohort fail to meet required test scores.

This action will adversely impact our revenues, financial condition, results of operations and cash flows.  Broadview had 87 nursing students enrolled for our quarter ended March 31, 2012 (7.8% of total enrollments), compared to 158 students for our quarter ended March 31, 2011 (12.2% of total enrollments).

Rulemaking by the USDE could result in regulatory changes that may have a material adverse effect on our business.

The USDE issued on October 28, 2010 final rules that address program integrity issues for post-secondary education institutions participating in Title IV programs, most of which took effect on July 1, 2011.  See “Government Approvals and Effect of Governmental Regulations” in Item I, Part I of this Report for greater detail and analysis of these rules.  We cannot predict the scope, content or effect of certain proposed regulations for which the USDE has not issued final rules.

Under the recently finalized rules, if a particular program does not meet the USDE standards of “gainful employment,” the program could be subject to increased disclosure requirements, limits on enrollment, termination of Title IV eligibility, and/or other consequences.  In addition, the continuing eligibility of our educational programs for Title IV funding would be at risk due to factors beyond our control, such as changes in the income level of our graduates, increases in interest rates, changes in the federal poverty income level relevant for calculating discretionary income, changes in the percentage of our former students who are currently in repayment of their student loans, and other factors.

Adoption of the final regulations could result in a significant realignment of the types of educational programs that are offered by Broadview University and other proprietary institutions in order to comply with the rules.  Such realignment could have a material negative impact on our student enrollments, both immediately and over time.  Uncertainty surrounding the final rules, interpretive regulations or guidance by the USDE may continue into the near future, and the uncertainty alone may adversely affect our business.

 
23

 

Any action by Congress that significantly reduces Title IV program funding or the ability of Broadview University or its students to participate in Title IV programs could have a material adverse effect on our business.
 
  Congress reauthorizes the Higher Education Act every six years.  Additionally, Congress determines the funding level for each Title IV program on an annual basis.  Any action by Congress that significantly reduces funding for Title IV programs or limits the ability of Broadview University or our students to participate in these programs could have a material adverse impact on our business.
 
  A reduction in government funding could lead to lower enrollments and require our students to find alternative sources of financial aid.  As of March 31, 2012, approximately 92% of our students received some form of Title IV program funds.

Legislative action may also require Broadview University to modify its practices for the school to comply fully with applicable requirements.  In 2010, Congress invested significant time discussing and evaluating the for-profit education industry’s participation in Title IV programs, as well as U.S. Department of Defense oversight of tuition assistance for military service members attending for-profit colleges.  Congressional committees have held hearings on a number of industry-related topics, including accrediting agency standards, credit hours, length of academic programs, and other related matters.

The U.S. Government Accountability Office (“GAO”) has issued several reports critical of for-profit post-secondary education in recent years, citing instances of deceptive statements made by employees to prospective students at a sample of proprietary institutions.  The GAO was also critical of the USDE’s enforcement of incentive compensation rules, the student experience and instructor performance at some for-profit online institutions, and student outcomes across several institutions of higher learning.  This increased governmental scrutiny is ongoing and expected to continue for the foreseeable future.  It could result in additional legislation or future rulemaking affecting Title IV participation by institutions such as Broadview University.

If we fail to maintain our institutional accreditation through ACICS, or if ACICS loses recognition by the USDE, we would lose our ability to participate in Title IV programs.

ACICS is a national accrediting agency recognized by the U.S. Secretary of Education as a reliable authority on educational quality for institutions such as Broadview University.  Institutional accreditation by a national or regional accrediting agency is required by the USDE for us to remain eligible to participate in Title IV programs.  The loss of accreditation would, among other consequences, render Broadview University ineligible to participate in Title IV programs, which would have a material adverse effect on our business.  ACICS is also able to impose other penalties or issue warnings or other forms of censure that could have a material adverse effect on our operations.

Loss of Broadview University’s state authorizations could prevent us from offering certain programs, operating our campuses, or affect our ability to participate in Title IV programs in the states we currently operate or may operate in the future.

A school that grants degrees, diplomas or certificates must be authorized by the relevant education agency of the state in which it is located.  Broadview University is currently authorized in the states of Utah and Idaho to offer our programs.  State registration is also required by the USDE to participate in Title IV programs.  The loss of state authorization would, among other things, render Broadview University ineligible to participate in Title IV programs in a state where such authorization was lost, and would limit or prevent us from operating in that state, which could have a material adverse effect on our business.

 
24

 

The revised USDE rules specify that an institution offering distance post-secondary education must meet any state requirements for it to be legally offering post-secondary distance or correspondence education in that state.  On April 20, 2011, the USDE issued a “Dear Colleague Letter” clarifying enforcement of state authorization of online programs.  In order to avoid adverse action by the USDE, institutions must be making good faith efforts to identify and obtain necessary state authorizations before July 1, 2014.  As of the date of this Report, the USDE has faced significant legal challenge as to its ability to enforce such regulations, and the final outcome of such challenges are not known to management.  We have begun a process for identifying and obtaining required state authorizations and believe that we are acting in good faith to comply with the new rules.  However, due to the unsettled legal status of the new regulations, we cannot predict what impact any modifications to the rules as currently proposed may have on our operations.

If Broadview University fails to obtain recertification by the USDE when required, we would lose our ability to participate in Title IV programs.

An institution generally must seek recertification from the USDE at least once every six years, and possibly more frequently if circumstances dictate.  The USDE may withdraw our certification if it determines that we are not fulfilling material requirements for continued participation in Title IV programs.  Each institution participating in Title IV programs must enter into a Program Participation Agreement with the USDE.  Under such an agreement, the institution agrees to follow the USDE’s rules and regulations governing Title IV programs.

Broadview University’s current Program Participation Agreement will expire on March 31, 2014, assuming compliance with the agreement’s terms.  Broadview will apply for recertification prior to the deadline for the application, which is December 31, 2013.

Broadview University may lose its eligibility to participate in Title IV programs if its student loan default rates are greater than the standards set by the USDE.

In general, under the Higher Education Act, an educational institution may lose its eligibility to participate in Title IV programs if, for three consecutive federal fiscal years, 25% or more of its students who were required to begin repaying their student loans in the relevant federal fiscal year default on their payments by the end of the next fiscal year.  An institution whose default rate is greater than 40% in any one federal fiscal year may also lose its Title IV eligibility.

Broadview University has implemented a student loan default management program aimed at reducing the likelihood of our students’ failure to repay their loans in a timely manner.  Broadview University’s cohort default rates on Title IV program loans for the 2009, 2008, and 2007 federal fiscal years were 12.2%, 4.3% and 6.2%, respectively.  The average cohort default rates for proprietary institutions nationally were 15.0%, 11.6% and 11.0% for federal fiscal years 2009, 2008 and 2007, respectively.

The current cohort default rate calculation and threshold for regulatory sanctions will change effective 2014, whereby the period for measuring defaults will be expanded by one year and the threshold of 25% noted above will be increased to 30%, among other changes as disclosed in “Government Approvals and Effect of Governmental Regulations” in Item I, Part I of this Report.  If Broadview University were ineligible to participate in Title IV programs due to non-compliance with current or future measurements of cohort default rates, this would have a material adverse effect on our business.

 
25

 

Failure to demonstrate “administrative capability” or “financial responsibility” as defined by the USDE may result in the loss of eligibility to participate in Title IV programs.

We may, among other consequences, be required to post a letter of credit or accept other limitations to continue our participation in Title IV programs if we do not meet the USDE’s financial responsibility standards or if we do not correctly calculate and timely return Title IV program funds for students who withdraw before completing their program of study.  Losing our Title IV eligibility or having it adversely conditioned would have a material adverse effect on our business.

As disclosed under the “Financial Responsibility Standards” sub-section of the Government Approvals and Effect of Governmental Regulations section in Item 1 of Part I in this Report, our composite score as of and for the year ended March 31, 2012 was 1.3, which is below the minimum score of 1.5 required by the USDE for an institution to be considered fiscally responsible, according to the USDE’s definition.  As such, we will be subject to increased monitoring of our operations, as well as heightened cash management policies and procedures for our administration of Title IV funds.

As of the date of this Report, management has not received definitive instructions from the USDE regarding what course of action the USDE will choose.  We anticipate we will receive definitive instructions from the USDE during our second fiscal quarter ending September 30, 2012.  If the Company fails to satisfy the USDE’s financial responsibility standards, our financial condition, results of operations, and cash flows could be materially adversely affected, should the Company not have adequate resources to meet the USDE’s letter of credit requirements.

We cannot offer new programs if such offerings are not timely approved by the USDE and state and accrediting regulators, as applicable.

We may have to repay Title IV program funds disbursed to students enrolled in a new program if the Company does not obtain prior approval from the USDE and state and accrediting regulators, as applicable.

We could lose our eligibility to participate in Title IV programs or be provisionally certified with respect to our participation in such programs if the percentage of our revenues derived from those programs were too high.

Under the 90/10 Rule, a proprietary institution may lose its Title IV eligibility if, on a cash accounting basis, it derived more than 90% of its revenues from Title IV programs for any fiscal year, as defined in accordance with applicable USDE regulations for Title IV programs.  For the fiscal year ended March 31, 2012, Broadview University derived 79% of its revenues from Title IV programs based on the USDE’s required calculations.  We closely monitor our compliance with this requirement on an ongoing basis.

If we lose our eligibility to participate in Title IV programs because more than 90% of our revenues are derived from Title IV program funds in any year, our students would no longer be eligible to receive Title IV program funds under various government-sponsored financial aid programs, which would significantly reduce our enrollments and revenues and have a material adverse effect on our business, financial condition, results of operations and cash flows.

 
26

 

We are subject to sanctions if we fail to calculate accurately and make timely payment of refunds of Title IV program funds for students who withdraw before completing their educational program.

The Higher Education Act and USDE regulations require us to calculate refunds of unearned Title IV program funds disbursed to students who withdraw from school before completion of their educational program.  If refunds are not properly calculated or paid in a timely manner, we may be required to post a letter of credit with the USDE or be subject to sanctions or other adverse actions, which could have a material adverse effect on our business.

Failure to comply with USDE incentive compensation rules could result in sanctions against Broadview University.

We are subject to sanctions if payments of impermissible commissions, bonuses or other incentive payments are made to the individuals involved in certain recruiting, admissions, or financial aid activities.  If we were found to violate standards related to payment of commissions, bonuses and other incentive payments, the USDE could impose monetary fines, penalties or other sanctions on the Company that may have a material adverse effect on our business.

Investigations, claims, and actions against the Company and other companies in our industry could adversely affect our business and stock price.

In recent years, the operations of a number of companies in the education and training services industry have been subject to intense regulatory scrutiny. In some cases, allegations of wrongdoing on the part of such companies have resulted in formal or informal investigations by the U.S. Department of Justice, the SEC, state governmental agencies and USDE. These allegations have attracted adverse media coverage and have been the subject of legislative hearings and regulatory actions at both the federal and state levels, focusing not only on the individual schools but in some cases on the for-profit postsecondary education sector as a whole.

Even if the Company satisfactorily resolves any such investigations, claims and actions, we may have to expend substantial resources to address and defend those claims or actions, which could have a material adverse effect on our business.

General credit market conditions related to the student loan industry may result in fewer lenders and loan products and increased regulatory costs.

The HEOA contains new requirements pertinent to relationships between lenders and institutions such as Broadview University.  On October 28, 2009, the USDE issued final regulations implementing certain HEOA provisions related to preferred lender lists and preferred lender arrangements.  The new regulations regarding preferred lender lists, which were effective July 1, 2010, are largely comparable to those in the USDE’s current regulations, with the exceptions being that the new regulations also address private as well as federal loan lenders.  These and other legislative and regulatory developments as well as general credit market conditions may cause some lenders to decide not to participate in certain federal loan programs and may impose increased costs on the Company.

 
27

 

Our industry may be adversely affected by general economic conditions in the U.S. or abroad.

The U.S. economy and the economies of other key industrialized countries have been in a recession as characterized by reduced economic activity, increased unemployment and substantial uncertainty about their financial services markets. In addition, homeowners in the U.S. have experienced an unprecedented reduction in wealth due to the decline in residential real estate values across much of the country.

These events may reduce the demand for our programs among students, the willingness of employers to sponsor educational opportunities for their employees, and the ability of our students to find employment in their chosen area of study, any of which could materially and adversely affect our business, financial condition, results of operations and cash flows.  In addition, these events could adversely affect the ability or willingness of our former students to repay student loans, which could increase our student loan cohort default rate and require increased time, attention and resources to manage these defaults.

Risks Related to Our Business:

Our financial performance depends, in part, on our ability to update and expand our academic programs and keep pace with changing market needs and technology.

Prospective employers of our graduates increasingly demand that their entry-level employees possess appropriate technological skills.  Our educational programs must keep pace with these evolving requirements.  If we cannot respond to changes in industry requirements, it could have a material adverse effect on our business, results of operations or financial condition.  High interest rates could adversely affect our ability to attract and retain students because the cost of education may be unaffordable for students.  Changes in credit requirements may impact current or prospective students’ ability to obtain financing for the cost of education.

Our growth rate is uncertain, and we may not be able to assess our future growth prospects effectively.  If we fail to effectively identify, establish, and operate new branch campuses of Broadview University, our growth may be slowed and our profitability may be adversely affected.

Our ability to continue with our growth model is dependent on a number of factors, including our ability to obtain timely regulatory approvals, identify geographical locations that have appropriate population demographics, and recruit and retain high-quality academic and administrative personnel.  We have opened four branch campuses since January 2007, including two in the last six months of fiscal year 2011.  The opening of two campuses in such a short timeframe had a negative impact on our profitability, and these campuses may continue to negatively impact our earnings until their student populations grow.  Additionally, as with many other institutions in our industry, we have experienced a recent decrease in inquiries from prospective students.  Certain factors that can impact lead counts are within our control, such as resources we devote to admissions and recruiting, as well as ensuring that we are offering programs that are in demand.  However, certain factors are not under our control, such as new or pending legislation or regulatory rulings.  In view of these factors, there is uncertainty as to whether our growth rate will improve in the immediate future.  There can be no assurance that we will be able to establish additional campuses, or that new campuses will achieve profitable student enrollment levels.  We are committed to a growth model of opening new campuses organically rather than through acquisition of existing schools.

 
28

 

We operate in a highly competitive industry.

The postsecondary education market is highly competitive.  We compete with traditional public and private two-year and four-year colleges and universities and other proprietary schools, including those that offer fully online programs.  Some public and private colleges and universities, as well as other private career-oriented schools, may offer programs similar to ours.

Although tuition at private nonprofit institutions is, on average, higher than tuition at Broadview University, some public institutions are able to charge lower tuition than Broadview University, due in part to government subsidies, government and foundation grants, tax-deductible contributions and other financial sources not available to proprietary schools.  Some of our competitors in both the public and private sectors have substantially greater financial and other resources than Broadview University.

Our success depends in part on our ability to market Broadview University to prospective students.

Our financial performance depends, in part, on our ability to continue to develop awareness and acceptance of our school and programs among high school graduates and working adults.  Broadview University uses its own admissions teams and markets its courses through print, television, radio, Internet and telemarketing outlets.  Broadview University maintains booths and information tables at appropriate conferences, expos and other events in the communities where it operates.

The satisfaction of our students with our delivery of academic services is also a key element in cultivating our brand to prospective students.  Customer dissatisfaction with our services or programs could lead to declining enrollments.

The loss of our key personnel could harm our business.

Our success depends upon our ability to attract and retain highly qualified faculty, campus administrators and management.  We may have difficulty locating, hiring and retaining qualified personnel.  The loss of services of key personnel, or failure to attract and retain other qualified and experienced personnel, could cause our business to suffer.

We operate pursuant to a Service Level Agreement with GU/MSB and are substantially dependent upon GU/MSB for support services, the loss of which could have a significant negative impact on our operations.

Broadview University utilizes executive, administrative, accounting and consulting services provided by GU/MSB pursuant to a SLA between the Company and GU/MSB.  Some of the services provided by GU/MSB under this arrangement include chief executive and chief financial officer services, information technology support, finance and accounting services, human resources support, student financial aid consulting and curriculum consulting.  The Company currently pays GU/MSB $75,000 per month for such services.  If GU/MSB were to terminate the SLA or discontinue providing services to us, we may be unable to find another party to provide such services at a reasonable cost or may be unable to cost-effectively perform such services ourselves, which may have a significant adverse effect on our business.

 
29

 

Our student population and revenues could decrease if the government tuition assistance offered to U.S. Armed Forces personnel is reduced or eliminated, or if our informal relationship with any military facilities is diminished.

Active duty members of the U.S. Armed Forces are eligible to receive tuition assistance from the government, which may be used to pursue post-secondary degrees.  We offer scholarships to all members of the U.S. Armed Forces and certain immediate family members or dependents of active-duty personnel.  Some of our campuses are located in close proximity to military facilities, and service members and their families represented approximately 18% of the total enrolled students at Broadview University during our quarter ended March 31, 2012.  In the event that the above governmental tuition assistance programs are reduced or eliminated, this could have a material adverse effect on our business.

The Company’s computer networks may be vulnerable to system disruptions, unauthorized access, computer viruses, and other security threats.

The performance and reliability of our computer networks is critical to our ability to attract and retain students.  Any system error or failure could result in disruption of our educational services.  Additionally, a user who circumvents security measures could misappropriate proprietary information or cause interruptions or malfunctions in our operations.  Due to the sensitive nature of the information contained on our networks, our networks may be targeted by hackers.  As a result, we may be required to expend significant resources to protect against the threat of these security breaches or to alleviate problems caused by these breaches.

Regulatory requirements may make it more difficult to acquire us.

A change in control resulting from a change in ownership of the Company would trigger a requirement for recertification of Broadview University by the USDE for purposes of participation in federal student financial aid programs, a review of Broadview University’s accreditation by ACICS and reauthorization of Broadview University by certain state licensing and other regulatory agencies.  If any of these reviews or approvals were significantly delayed, limited or denied, there could be a material adverse effect on our ability to offer certain educational programs, award certain degrees, diplomas or certificates, operate one or more of our branch campuses, admit certain students or participate in Title IV programs.

Risk Related to Our Common Stock:

Our largest shareholder holds a significant portion of our outstanding equity and may have substantial influence over the Company and his interests may not be aligned with the interests of our other shareholders.

Mr. Myhre, chairman of our board of directors, beneficially owned approximately 63% of our outstanding common stock as of the date of this Report.  As such, Mr. Myhre has substantial influence over our business, including decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions.

This concentration of ownership may discourage, delay or prevent a change in control of the Company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of the Company and might negatively impact the price of our common stock.  These actions may be taken even if they are opposed by our other shareholders, and may have an adverse effect on our operations and the value of our common stock.

 
30

 

The trading price of the Company’s common stock may fluctuate substantially as a result of a number of factors, many of which are not in our control.

Historically, public companies in our industry have experienced relatively high volatility in stock price.  Any number of factors may adversely affect the trading price of our common stock, regardless of our actual operating performance, and could prevent an investor from selling shares of our common stock at or above the price at which such shares were purchased.  Some of these factors include:

 
our ability to meet or exceed our own forecasts or expectations of analysts or investors;

 
quarterly variations in our operating results;

 
changes in the legal or regulatory environment in which we operate;

 
general conditions in the for-profit, post-secondary education industry, including changes in federal and state laws and regulations and accreditation standards;

 
the initiation, pendency, or outcome of litigation, regulatory reviews, and investigations, including any adverse publicity related thereto;

 
price and volume fluctuations in the overall stock market;

 
loss of key personnel; and

 
general economic conditions.

Our stock price has, and we expect it to continue to, fluctuate significantly, and the value of your investment may decline.
 
From April 1, 2010 to March 31, 2012, the market price of our common stock has ranged from a high of $3.59 per share to a low of $0.15 per share. The volatile price of our stock makes it difficult for investors to predict the value of their investment, to sell shares at a profit at any given time, or to plan purchases and sales in advance. You might not be able to sell your shares of common stock at or above the existing trading price due to fluctuations in the market price of the common stock arising from changes in our operating performance or prospects. In addition, the stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies.

Because our common stock is primarily traded on the Over-the-Counter Bulletin Board, the volume of shares traded and the prices at which such shares trade may result in lower prices than might otherwise exist if our common stock was traded on a national securities exchange.

Stocks traded on the Over-the-Counter Bulletin Board are often less liquid than stocks traded on national securities exchanges, not only in terms of the number of shares that can be bought and sold at a given price, but also in terms of delays in the timing of transactions and reduced coverage of such stocks by security analysts and the media. This may result in lower prices for our common stock than might otherwise be obtained if our common stock were traded on a national securities exchange, and could also result in a larger spread between the bid and ask prices for our common stock.


 
31

 

Because we do not expect to pay dividends on our common stock, you will not realize any income from an investment in our common stock unless and until you sell your shares at profit.
 
We have not paid dividends on our common stock since 1991 and do not anticipate paying any dividends in the near future. You should not rely on an investment in our stock if you require dividend income. Further, you will only realize income on an investment in our shares in the event you sell or otherwise dispose of your shares at a price higher than the price you paid for your shares. Such a gain would result only from an increase in the market price of our common stock, which is uncertain and unpredictable.


ITEM 1B.          UNRESOLVED STAFF COMMENTS

There are no SEC staff comments on the Company’s periodic SEC reports which are unresolved.


ITEM 2.             PROPERTIES

We lease all of our campus facilities.  Our leases generally range from 10 to 20-year terms and may have renewal options for extended terms up to 10 years.  Our initial lease terms expire on various dates from December 2016 to December 2021.  Certain leases have escalating base monthly rent amounts over the respective lease term.  We generally lease between 31,000 and 45,000 square feet per campus.

We believe such properties to be in good condition and adequate for our present and foreseeable operations.  We believe our property is adequately covered by insurance.  See Note 6 to the Consolidated Financial Statements in this Report for additional information regarding the Company’s leased property.


ITEM 3.             LEGAL PROCEEDINGS

From time to time, we may be involved in litigation and other legal proceedings arising out of the normal course of business.  We are currently not a party to any material pending legal proceedings.


ITEM 4.             MINE SAFETY DISCLOSURES

None.

 
32

 

Executive Officers of the Registrant
The names, ages and present positions of the executive officers of the Registrant are as follows:

Name of
Executive Officer
Age
Present Position(s) with
Registrant
Business Experience
Jeffrey D. Myhre
 
38
Chief Executive Officer (CEO)
CEO of the Registrant since February  2008; Vice President of Globe University and Minnesota School of Business  (GU/MSB) from November 2006 to present; Director of Online Education for the Minnesota School of Business, March 2005-November 2006.
Kenneth J. McCarthy
38
Chief Financial Officer (CFO)
CFO of the Registrant since February 2008; CFO of GU/MSB from March 2003 to present;  CPA in assurance practice of Grant Thornton, LLP Minneapolis, Minnesota office, 1996-2002.

Jeffrey D. Myhre is the son of Terry L. Myhre, Chairman of the Board of Directors.


PART II

ITEM 5.             MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCK-HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s common stock is currently traded on the over-the-counter market and is quoted on the OTC Bulletin Board under the symbol “BVII”.  The table below sets forth published quotations for the Company’s common stock and reflects the inter-dealer prices without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.  The Company has not paid common stock dividends since fiscal year 1991, and has no present intentions to do so.  The number of record holders of the Company’s common stock as of March 31, 2012 was approximately 700.

     
Market Prices
 
     
High
   
Low
 
2012
             
 
First Quarter
  $ 1.48     $ 0.95  
 
Second Quarter
  $ 1.25     $ 0.61  
 
Third Quarter
  $ 0.76     $ 0.15  
 
Fourth Quarter
  $ 0.85     $ 0.30  
2011
                 
 
First Quarter
  $ 3.59     $ 2.10  
 
Second Quarter
  $ 2.89     $ 2.10  
 
Third Quarter
  $ 2.65     $ 0.25  
 
Fourth Quarter
  $ 1.74     $ 0.88  


 
33

 

ITEM 6.             SELECTED FINANCIAL DATA

The following table sets forth, for the periods and at the dates indicated, selected consolidated financial and operating data.  The following information has been derived from our consolidated financial statements.  Effective during the first quarter of 2012, we made changes in our presentation of operating expenses and reclassified prior periods to conform to the current year presentation.  We determined that these changes would provide more meaningful information.  Such reclassifications did not impact total operating expenses, net income (loss) or stockholders’ equity as previously reported.  The information set forth below should be read in conjunction with our consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information included elsewhere or incorporated by reference in the Annual Report on Form 10-K.
 
   
Years Ended March 31,
 
STATEMENT OF OPERATIONS DATA *
 
2012
   
2011
   
2010
   
2009
   
2008
 
                               
Revenues
  $ 17,826,832     $ 20,456,974     $ 19,041,087     $ 12,423,495     $ 10,259,154  
Operating expenses
                                       
Educational services and facilities
    15,593,785       14,748,170       11,591,009       8,683,576       6,602,326  
Selling, general and administrative
    5,439,321       5,928,264       4,184,969       3,323,015       2,608,690  
Goodwill impairment
    622,016       -       -       -       -  
Total operating expenses
    21,655,122       20,676,434       15,775,978       12,006,591       9,211,016  
Operating income (loss)
    (3,828,290 )     (219,460 )     3,265,109       416,904       1,048,138  
Other income
                                       
Interest income
    9,719       27,159       24,816       37,985       62,784  
Continuing operating income (loss) before income taxes
    (3,818,571 )     (192,301 )     3,289,925       454,889       1,110,922  
Income tax expense (benefit)
    346,000       (63,261 )     1,254,770       156,574       (1,294,473 )
Income (loss) from continuing operations
    (4,164,571 )     (129,040 )     2,035,155       298,315       2,405,395  
Loss from discontinued operations
    -       -       -       -       (81,181 )
Net income (loss)
  $ (4,164,571 )   $ (129,040 )   $ 2,035,155     $ 298,315     $ 2,324,214  
                                         
EARNINGS (LOSS) PER COMMON SHARE
                                       
                                         
Basic
  $ (0.50 )   $ (0.02 )   $ 0.25     $ 0.03     $ 0.28  
Diluted
  $ (0.50 )   $ (0.02 )   $ 0.23     $ 0.03     $ 0.25  
                                         
BALANCE SHEET DATA
                                       
                                         
Total assets
  $ 6,002,606     $ 9,237,524     $ 8,876,540     $ 6,313,861     $ 5,754,635  
Property and equipment, net
  $ 2,951,478     $ 3,000,238     $ 1,424,481     $ 1,357,787     $ 956,453  
Stockholders' equity
  $ 4,315,846     $ 7,608,317     $ 7,566,857     $ 5,334,202     $ 5,048,737  
Common shares outstanding
    9,008,252       8,248,252       8,218,252       8,108,252       8,158,252  

*
Certain amounts in the consolidated financial information above for years prior to 2012 have been reclassified to conform to the presentation for 2012.  Such reclassifications had no impact on net income (loss) or retained earnings.

 
34

 

ITEM 7.             MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following information should be read in conjunction with “Selected Financial Data” contained in Item 6 of this Report, our consolidated financial statements and the notes thereto contained in Item 8 of this Report, the “Cautionary Notice Regarding Forward-Looking Statements” contained in Part 1 of this Report, “Risk Factors” contained in Item 1A of this Report, and the other information appearing elsewhere in, or incorporated by reference into, in this Report.

Overview

We are a career-focused post-secondary education services company.  Our mission is to demonstrate a “we care” philosophy by preparing career-focused, community-minded graduates for the global workforce.  We care about our students, our employees, and about the employers who hire our students.  We strive to help our students build knowledge and skills for a specific career field, make professional connections through service learning experiences, and provide them with placement assistance.
 
We work to fulfill this mission by offering a variety of academic programs through Broadview University.  Broadview University is accredited to award diplomas, undergraduate degrees, and master’s degrees in various fields of study.  The University delivers these programs through traditional classroom settings as well as through online instruction.  Our campuses are located in the Utah cities of Layton, Orem, Salt Lake City and West Jordan, as well as Boise, Idaho.  Our mission places the achievement of our students first, demonstrating the Company’s focus on delivering a high quality product.
 
Previously, the Company was engaged in two business segments, Education and Media Production.  The Media Production segment was discontinued effective March 31, 2008.  Since that date, the Company has derived 100% of its revenue from the operations of Broadview University.
 
Key Financial Metrics and Trends

We are committed to a long-term program of sustainable revenue growth.  Our downturn in profitability over the past twelve months has largely been due to the slowed growth of our industry as a whole, but has been compounded by the capital expenditures of two campus openings, and related period of operating loss expected at new campuses until they mature.  Additionally, there has been an adjustment period for our rebranding efforts from the Utah Career College name to Broadview University to take hold in the communities in which we operate, as well as through online search directories.  We have seen slow but steady growth at our Boise campus during its first year of operations, are excited about the growth potential of the new program offerings at our Salt Lake City campus, and believe we are stabilizing our enrollment levels at our mature campuses, as well as making appropriate efforts to contain payroll and other operating costs in light of the decreased enrollments.

We believe our strategies will ultimately position the Company for future growth and a return to profitability in the long term.  Failure to successfully implement the strategies addressed in the following discussion of key financial metrics and trends could have a negative impact on our revenues, financial condition, results of operations and cash flows.

 
35

 

Revenues

Approximately 96% of our revenues are tuition collected from Broadview University’s students.  As of March 31, 2012, we charged $410 per credit hour for most of our programs and $565 per credit for our nursing program.  Our last tuition rate increase occurred in July 2010, when a 4.6% and 6.5% increase for nursing and all other program credits, respectively, was implemented.

We believe our enrollments are influenced by a number of factors, including, but not limited to:

 
·
the attractiveness of our program offerings;

 
·
our ability to offer flexible class scheduling;

 
·
the relative cost of our educational services compared to competitors;

 
·
our mix of residential and online course offerings;

 
·
the effectiveness of our marketing and recruiting efforts;

 
·
the quality of our faculty;

 
·
the availability of federal and other financial aid;

 
·
general economic conditions in the regions we operate; and

 
·
the regulatory environment of our industry.

Since October 2010, we have opened two new branch campuses, including our first campus outside the state of Utah.  Despite these openings, Broadview University’s average enrollment decreased by 190 students, or 13.9%, to 1,178 in 2012 from 1,368 in 2011.

We continue to experience declining new enrollments and average student population, a trend that has been evident throughout the for-profit post-secondary industry for several quarters.  Prospective student interest has been dampened by the prolonged economic downturn, and competition for high-quality leads has increased.  Declining enrollments have adversely impacted our revenues, financial condition, results of operations and cash flows. We expect this trend to continue in the near term.

Additionally, our nursing program operated out of our West Jordan campus voluntarily ceased enrolling new students effective November 2011, in response to a warning letter from the Utah State Board of Nursing stating that our nursing graduates’ average pass rate on the National Council Licensure Examination (“NCLEX”)  was not meeting required regulatory levels set by the Utah Administrative Code.  In a Memorandum of Understanding and Order (“MOU”) from the State of Utah Department of Commerce’s Division of Occupational and Professional Licensing (“the Licensing Division”) dated December 9, 2011, we agreed to disciplinary action which placed our nursing program under a probationary period of three years from the date of the MOU, and required us to write a remediation plan to address deficiencies in our program which may be contributing to the low test scores.

 
36

 

Under the terms of the MOU probationary period, failure of one cohort testing class to achieve satisfactory NCLEX scores gave the Licensing Division the right to implement further sanctions against Broadview, including immediate cessation of the nursing program.  During the probationary period, we had a cohort fail to attain the required pass rate on the NCLEX exam.  On May 31, 2012, we received formal communication from the Licensing Division that Broadview would be allowed to teach out its remaining nursing students through September 2013, so long as the program continues to meet all requirements of the MOU.  However, Broadview is prohibited from enrolling any new nursing students, and thus, our nursing program will cease operations upon completion of the teach-out period, or at any date prior to September 2013 should any remaining cohort fail to meet required test scores.

This action will adversely impact our revenues, financial condition, results of operations and cash flows.  Broadview had 87 nursing students enrolled for our quarter ended March 31, 2012 (7.8% of total enrollments), compared to 158 students for our quarter ended March 31, 2011 (12.2% of total enrollments).

In reaction to these negative trends, we have taken a variety of actions, including:

 
·
In November 2011, we rebranded our Salt Lake City campus to focus solely on academic programs in the fields of studio arts, production arts, and the entertainment business.  The Salt Lake City campus was rebranded as Broadview Entertainment Arts University, or BEAU.  Programs currently offered include Digital Video Media Production, Graphic Design, Sequential Imaging and Media Business.  Our enrollments at BEAU have increased 29.1% from our last quarter in 2012 to our first quarter in fiscal 2013.
 
 
 
We believe this strategic move will better position us to capitalize on the demand for such skills in the workforce, and provide a clear focus for the BEAU campus while our other campuses will continue to offer our variety of traditional academic programs.
 
 
·
We have discontinued enrollments for certain programs at our mature campuses deemed internally as unprofitable, and are in the final stages of teaching out students in these programs.  Completion of these teach-outs will have a positive impact on our payroll to revenue ratio, as teach-out classes have relatively small class sizes.

 
·
We continue to review and expand our program and degree offerings to match the demand in the marketplace.

Educational Services and Facilities Expenses

Our educational services and facilities expenses generally consist of expense items directly attributable to the educational activities of Broadview University.  These items include campus administrative and instructional salaries and related costs, student materials and academic program supplies, and facility rent and maintenance.

Payroll and related expenses represent our single largest expense category, accounting for 44.9% and 39.0% of our revenues for the years ended March 31, 2012 and 2011.  While the largest individual expense category, such expenses also should be driven by revenue levels.  As our student population has declined, we have taken measures to match labor costs to revenue levels.  Despite having a full year of operations at our Salt Lake City and Boise campuses in 2012, our total payroll related expenses only increased by $25,335, or 0.3%.  Maintaining an appropriate payroll as a percentage of revenue ratio is a critical focus for management as we adjust to declining enrollments in the near term.

 
37

 
 
Selling, General and Administrative Expenses

Our selling, general and administrative costs primarily include marketing and promotional expenses incurred through various forms of advertising and distribution of promotional materials.  We also utilize executive, administrative, accounting and consulting services provided by related parties pursuant to a Service Level Agreement.  Some of the services provided by the related parties under this arrangement include chief financial and chief executive officer services, information technology support, finance and accounting services, human resources support, student financial aid consulting and curriculum consulting.

Marketing expenses accounted for 20.5% and 16.0% of revenues for the years ended March 31, 2012 and 2011.  Management recognizes that spending wisely on advertising will be critical to our efforts to increase our student population.  We intend to aggressively seek out the most effective means of promoting the value of both long-standing as well as new programs, including the media and entertainment offerings at our Salt Lake City campus.

Goodwill Impairment

Goodwill represents the excess purchase price over the appraised value of the portion of identifiable assets not under common control that were acquired from Broadview University.  Management performs its annual impairment test at the close of each fiscal year, and considers several factors in evaluating goodwill for impairment, including the Company’s current financial position and results, general economic and industry conditions and legal and regulatory conditions.  After completing the annual impairment test for the year ended March 31, 2012, the Company recorded a $622,016 impairment charge related to goodwill.

The primary factor contributing to the impairment was continued negative enrollment trends, specifically in Broadview University’s nursing program. During the fourth quarter, management determined that it was more likely than not that the nursing program would receive significant regulatory sanctions during the first quarter of fiscal 2013.  On May 31, 2012, the Company received regulatory notice that Broadview will be required to teach out its remaining students and discontinue the program entirely upon completion of the teach-out period.  The nursing program was Broadview’s second largest individual academic program, representing 7.8% and 12.2% of total enrollments as of March 31, 2012 and 2011.  See Note 4 to the consolidated financial statements included in Item 8 of this Report for further discussion of the goodwill impairment charge.
 
As disclosed under the “Financial Responsibility Standards” sub-section of the Government Approvals and Effect of Governmental Regulations section in Item 1 of Part I in this Report, our composite score as of and for the year ended March 31, 2012 was 1.3, which is below the minimum score of 1.5 required by the USDE for an institution to be considered fiscally responsible, according to the USDE’s definition.  As such, we will be subject to increased monitoring of our operations, as well as heightened cash management policies and procedures for our administration of Title IV funds.

As of the date of this Report, management has not received definitive instructions from the USDE regarding what course of action the USDE will choose.  We anticipate we will receive definitive instructions from the USDE during our second fiscal quarter ending September 30, 2012.  If the Company fails to satisfy the USDE’s financial responsibility standards, our financial condition, results of operations, and cash flows could be materially adversely affected, should the Company not have adequate resources to meet the USDE’s letter of credit requirements.

 
38

 

Critical Accounting Policies and Estimates

The discussion and analysis of the Company’s financial condition and results of operations is based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.  The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and reported amount of expenses during the period reported.  Management bases its estimates and judgments on historical experience, observance of trends in the industry, information provided by outside sources and on various other factors that are believed to be reasonable under the circumstances.  Actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies are described in Note 2 to the consolidated financial statements contained in Item 8 of this Report.  The most significant estimates include allowance for uncollectible student receivables, accrued expenses, valuation of goodwill and the provision for income taxes.


Results of Operations

The following table presents consolidated statements of operations data as percentages of revenues for each of the periods indicated:

   
Year ended March 31,
 
   
2012
   
2011
   
2010
 
Revenues
    100.0 %     100.0 %     100.0 %
Operating expenses
                       
Educational services and facilities
    87.5       72.0       60.9  
Selling, general and administrative
    34.0       29.0       22.0  
Total operating expenses
    121.5       101.0       82.9  
Operating income (loss)
    (21.5 )     (1.0 )     17.1  
Other income
    0.0       0.1       0.1  
Income (loss) before income taxes
    (21.5 )     (0.9 )     17.2  
Income tax expense (benefit)
    1.9       (0.3 )     6.6  
Net income (loss)
    (23.4 ) %     (0.6 ) %     10.6 %
 
 
39

 

Year ended March 31, 2012 (“2012”) compared to year ended March 31, 2011 (“2011”)

Revenues

The following table presents year-over-year changes in our primary revenue components.
 
   
Year Ended March 31,
   
Change
 
   
2012
   
2011
   
Amount
   
Percent
 
Tuition
  $ 17,872,478     $ 20,232,434     $ (2,359,956 )     (11.7 ) %
Textbook sales
    -       364,442       (364,442 )     (100.0 )
Textbook commissions
    171,703       191,626       (19,923 )     (10.4 )
Fees and other charges
    488,010       413,194       74,816       18.1  
Refunds
    (705,359 )     (744,722 )     39,363       (5.3 )
Total revenue
  $ 17,826,832     $ 20,456,974     $ (2,630,142 )     (12.9 ) %
Tuition

Our tuition revenue decrease was primarily attributable to decreased enrollments.  Average enrollments for 2012 were 1,178, a decrease of 13.9% from the average of 1,368 for the prior year.  This decrease was partially offset by a 1.5% increase in average tuition cost per credit from 2011 to 2012.

Textbook Sales and Commissions

Effective July 2010, we outsourced textbook sales to a third-party service provider.  In previous periods, we purchased textbooks directly from book publishers and resold the textbooks to our students, recognizing both textbook sales revenue and textbook purchasing expense, net of returns.  Under the current arrangement, our students purchase textbooks directly from the service provider, and we receive commission revenue from the service provider based on the overall net sales; we no longer recognize textbook sales revenue or textbook purchasing expense.

Fees and Other Charges

Fees and other charges increased primarily due to greater access fees and miscellaneous student charges, offset by fewer application fees received from prospective students.

Educational services and facilities operating expenses

Expenses related to educational services and facilities increased 5.7% to $15,593,785 for the year ended March 31, 2012, from $14,748,170 for the previous year.  The $845,615 increase was primarily due to direct costs to support our Boise and Salt Lake City campuses and was largely offset by decreased expense at our three campuses that were operating for the entire current and prior years.  Educational services and facilities expenses for the Boise and Salt Lake City campuses increased $2,490,534 from 2011 to 2012.  Such expenses at our other campuses decreased $1,644,919, or 12.7%, from 2011 to 2012, primarily due to decreased payroll and scholarship expense for 2012.

Overall payroll-related expenses increased 0.3% to $8,004,669 for 2012, compared to $7,979,334 for 2011.  Payroll-related expenses at our three campuses operating for the entire current year and prior year decreased $1,243,796, or 17.1%, from 2011 to 2012, primarily due to decreased student enrollments.

 
40

 

Facility costs, including rent expense, increased 21.7% to $3,812,276 for 2012 from $3,133,084 for 2011.  The increase of $679,192 is primarily related to a full year of occupancy expense for our Salt Lake City and Boise campuses, which opened in October 2010 and January 2011, respectively.

The following table summarizes certain educational services and facilities expenses as a percentage of revenue:
 
   
Percentage of Revenue
 
   
Year Ended March 31,
 
Expense
 
2012
   
2011
 
Payroll and related
    44.9 %     39.0 %
Rent and other facility
    21.4 %     15.3 %
Scholarships
    5.6 %     5.0 %
 
Selling, general and administrative expenses

Expenses related to selling and general administrative activities decreased 8.2% to $5,439,321 in 2012 from $5,928,264 in 2011.  The $488,943 decrease was primarily due to the lack of expansion costs in 2012, as well as decreased bad debt expense.  We classify various expenditures for expansion campuses as administrative expenses until such campuses commence operations.  Expansion costs totaled $282,219 in 2011 due to the Salt Lake City and Boise campus openings.  Bad debt expense decreased $296,569, or 109.1%, from 2011 to 2012, primarily due to improved collection efforts and declining enrollments.

Marketing costs increased $375,170, or 11.4%, to $3,653,988 in 2012 from $3,278,818 in 2011, primarily due to a full year of operations for our Salt Lake City and Boise campuses.

Our management fee paid under the SLA was $900,000 for each of the years ended March 31, 2012 and 2011. The management fee is reviewed as needed, but at a minimum, on an annual basis.  As a percentage of revenues, the management fee was 5.0% and 4.4% for the years ended March 31, 2012 and 2011.  We believe the monthly charges under the SLA are competitive with, or less than, what the Company would have to pay to provide these services or to obtain them from another third party.

Goodwill Impairment

After completing the annual impairment test for the year ended March 31, 2012, the Company recorded a $622,016 impairment charge related to goodwill.  No impairment charges were recognized during the year ended March 31, 2011.  See Note 4 to the consolidated financial statement included in Item 8 of this Report for further discussion of the goodwill impairment charge.

Operating income (loss)

Operating income (loss) is the primary measure used by management in assessing the Company’s performance. Our operating loss increased $3,608,830, from $219,460 in 2011 to $3,828,290 in 2012.  The variance was primarily the result of the aforementioned factors.  Our Salt Lake City and Boise campuses recognized a combined operating loss of $2,609,462 in 2012 and $1,702,516 in 2011.

 
41

 
 
Income taxes

The Company recognized income tax expense of $346,000 in 2012 compared to an income tax benefit of $63,261 in 2011.  The variance of $409,261, or 646.9%, was primarily due to recording a full valuation allowance against the Company’s net deferred tax assets in the fourth quarter of 2012.  The annual impact of the allowance increase was $396,000 in 2012.


Liquidity and Capital Requirements

A significant portion of our revenues are derived from Title IV programs administered by the USDE.  Federal regulations dictate the timing of disbursements under Title IV programs.  Students must apply for new loans and grants each award year, which starts July 1.  Loan funds are generally provided by lenders in multiple disbursements for each academic year.  The disbursements are usually received beginning in the second week of each academic quarter.  These factors, together with the timing of our students beginning their programs, affect our operating cash flow.

Cash and cash equivalents were $2,542,293 at March 31, 2012 compared to $4,527,415 at March 31, 2011.  Most of our excess cash is held in an interest-bearing bank savings account.  On March 30, 2012, Mr. Terry Myhre, the Company’s Chairman and majority shareholder, exercised his right to purchase 650,000 shares of Common Stock from the Company at an exercise price of $1.25 per share, for a total cash payment of $812,500.  Also on that date, we entered into a Line of Credit Authorization agreement (the “Line of Credit”) with Mr. Myhre.  The Line of Credit is unsecured, and allows for the Company to borrow from Mr. Myhre up to $3,000,000 of aggregate principal borrowings upon the request of the Company.  The Line of Credit has a fixed annual interest rate of 4.0% and is due March 31, 2014.  The Company has not requested any disbursements under the Line of Credit through the filing date of this Report.  We did not have any outstanding debt or any unused borrowing facilities at March 31, 2011.

The net cash provided by (used in) each of the operating, investing and financing activities are summarized in the following table and discussed in further detail below:
 
   
Year Ended March 31,
 
   
2012
   
2011
   
Change
 
Net cash provided by (used in) operating activities
  $ (2,249,757 )   $ 1,015,474     $ (3,265,231 )
Net cash used in investing activities
    (615,919 )     (2,046,740 )     1,430,821  
Net cash provided by (used in) financing activities
    880,554       (32,398 )     912,952  
Net decrease in cash and cash equivalents
  $ (1,985,122 )   $ (1,063,664 )   $ (921,458 )
 
The variance in cash flows related to operating activities is primarily due to our net loss increasing from $129,040 in 2011 to $4,164,571 in 2012.  Offsetting the 2012 net loss were depreciation and amortization of $664,679, a goodwill impairment charge of $622,016, and increased deferred rents of $150,970, offset primarily by a $260,227 decrease in accrued expenses.

The variance in cash flows related to investing activities is primarily due to fewer property and equipment additions in 2012, as the prior period included additions for our Salt Lake City and Boise campuses.  The variance in cash flows related to financing activities is primarily due to the $812,500 of proceeds received from Mr. Myhre’s warrant exercise.  We believe the combination of our cash position and available borrowings as of March 31, 2012 is sufficient to fund operations for the next 12 months.

 
42

 
 
A portion of our revenues is received from students who receive financial loans from Myhre Investments, LLC, an entity owned by Mr. Myhre.  As of March 31, 2012, Myhre Investments, LLC had $1,393,822 in loans outstanding to Broadview University students.

Management believes that inflation will not have a significant impact on our business.


Off-Balance Sheet Arrangements

As of March 31, 2012, the Company does not have any off-balance sheet arrangements as defined by Item 303(a)(4) of Regulation S-K.

ITEM 7A.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
We have no derivative financial instruments or derivative commodity instruments.  The Company is subject to the impact of interest rate changes on excess cash maintained in a bank savings account.  Earnings on excess cash balances may be adversely affected in the future should interest rates change, or the Company may be required to use these cash holdings for unexpected situations should any arise.  As of March 31, 2012, management believes that any increase or decrease in interest rates earned on excess cash holdings will not have a material impact on the Company’s future earnings, fair values or cash flows related to cash and cash equivalents.

 
43

 
 
ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 

BROADVIEW INSTITUTE, INC. AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS

Years Ended March 31, 2012 and 2011


 
C O N T E N T S
   
  Page(s)
   
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 45
   
FINANCIAL STATEMENTS
 
   
Consolidated Balance Sheets
46
   
Consolidated Statements of Operations
47
   
Consolidated Statements of Stockholders’ Equity
48
   
Consolidated Statements of Cash Flows
49
   
Notes to Consolidated Financial Statements
50


 
44

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON CONSOLIDATED FINANCIAL STATEMENTS



The Board of Directors and Stockholders
Broadview Institute, Inc. and Subsidiary
Woodbury, Minnesota

We have audited the accompanying consolidated balance sheets of Broadview Institute, Inc. and Subsidiary as of March 31, 2012 and 2011, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended.  These consolidated financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Broadview Institute, Inc. and Subsidiary as of March 31, 2012 and 2011, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.


/s/ Lurie Besikof Lapidus & Company, LLP
Lurie Besikof Lapidus & Company, LLP
Minneapolis, Minnesota


June 29, 2012
 
 
45

 
 
BROADVIEW INSTITUTE, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
 
   
March 31,
 
   
2012
   
2011
 
ASSETS
         
             
CURRENT ASSETS
           
Cash and cash equivalents
  $ 2,542,293     $ 4,527,415  
Student receivables
    198,247       262,954  
Prepaid expenses
    7,131       71,442  
Income taxes receivable
    50,000       -  
Other
    16,806       137,124  
                 
TOTAL CURRENT ASSETS
    2,814,477       4,998,935  
                 
PROPERTY AND EQUIPMENT, NET
    2,951,478       3,000,238  
                 
OTHER ASSETS
               
Deposits
    189,676       189,676  
Deferred income taxes
    -       401,000  
Goodwill
    -       622,016  
Other
    46,975       25,659  
                 
    $ 6,002,606     $ 9,237,524  
                 
 LIABILITIES AND STOCKHOLDERS' EQUITY              
                 
CURRENT LIABILITIES
               
Accounts payable
  $ 553,140     $ 514,217  
Accrued expenses
    111,066       371,293  
Student credit balances
    85,825       50,114  
Due to affiliates
    214,173       116,119  
Income taxes payable
    -       878  
Deferred income taxes
    -       5,000  
                 
TOTAL CURRENT LIABILITIES
    964,204       1,057,621  
                 
DEFERRED RENT
    722,556       571,586  
                 
STOCKHOLDERS' EQUITY
               
Preferred stock Series B, par value $.01 per share, authorized 5,000,000 shares, 500,000 shares issued and outstanding
    5,000       5,000  
Common stock, par value $.01 per share, authorized 100,000,000 shares, 9,008,252 and 8,248,252 shares issued and outstanding at March 31, 2012 and 2011
    90,082       82,482  
Additional paid-in capital
    5,358,904       4,464,404  
Retained earnings (accumulated deficit)
    (1,138,140 )     3,056,431  
                 
TOTAL STOCKHOLDERS' EQUITY
    4,315,846       7,608,317  
                 
    $ 6,002,606     $ 9,237,524  
 
See notes to consolidated financial statements.
 
 
46

 

BROADVIEW INSTITUTE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
 
   
Years Ended March 31,
 
   
2012
   
2011
 
             
REVENUES
  $ 17,826,832     $ 20,456,974  
                 
OPERATING EXPENSES
               
Educational services and facilities
    15,593,785       14,748,170  
Selling, general and administrative
    5,439,321       5,928,264  
Goodwill impairment
    622,016       -  
                 
TOTAL OPERATING EXPENSES
    21,655,122       20,676,434  
                 
OPERATING LOSS
    (3,828,290 )     (219,460 )
                 
OTHER INCOME
               
Interest income
    9,719       27,159  
                 
LOSS BEFORE TAXES
    (3,818,571 )     (192,301 )
                 
INCOME TAX EXPENSE (BENEFIT)
    346,000       (63,261 )
                 
                 
NET LOSS
  $ (4,164,571 )   $ (129,040 )
                 
                 
LOSS PER COMMON SHARE:
               
                 
Basic
  $ (.50 )   $ (.02 )
                 
Diluted
  $ (.50 )   $ (.02 )
 
See notes to consolidated financial statements.
 
 
47

 
 
BROADVIEW INSTITUTE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
 
   
Preferred Stock,
Series B
   
Common Stock
   
Additional
Paid-In
   
Retained
Earnings
(Accumulated
         
    Shares    
Amount
   
Shares
   
Amount
   
Capital
   
Deficit)
   
Total
 
MARCH 31, 2010
    500,000     $ 5,000       8,218,252     $ 82,182     $ 4,264,204     $ 3,215,471     $ 7,566,857  
                                                         
Dividends paid
    -       -       -       -       -       (30,000 )     (30,000 )
Issuance of common stock
    -       -       30,000       300       200,200       -       200,500  
Net loss
    -       -       -       -       -       (129,040 )     (129,040 )
                                                         
MARCH 31, 2011
    500,000       5,000       8,248,252       82,482       4,464,404       3,056,431       7,608,317  
                                                         
Dividends paid
    -       -       -       -       -       (30,000 )     (30,000 )
Issuance of common stock
    -       -       760,000       7,600       894,500       -       902,100  
Net loss
    -       -       -       -       -       (4,164,571 )     (4,164,571 )
                                                         
MARCH 31, 2012
    500,000     $ 5,000       9,008,252     $ 90,082     $ 5,358,904     $ (1,138,140 )   $ 4,315,846  
 
See notes to consolidated financial statements.
 
 
48

 
 
BROADVIEW INSTITUTE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
  Years Ended March 31,  
 
2012
   
2011
 
           
CASH FLOWS FROM OPERATING ACTIVITIES:
         
           
Net loss
$ (4,164,571 )   $ (129,040 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
             
Depreciation and amortization
  664,679       470,983  
Goodwill impairment
  622,016       -  
Deferred income taxes
  396,000       (71,000 )
Deferred rent
  150,970       289,021  
Stock-based compensation
  89,600       200,500  
Changes in operating assets and liabilities:
             
Student receivables
  64,707       (106,594 )
Inventory
  -       424,802  
Prepaid expenses
  64,311       55,272  
Other assets
  99,002       (146,371 )
Accounts payable
  38,923       23,038  
Accrued expenses
  (260,227 )     136,653  
Student credit balances
  35,711       23,001  
Income taxes
  (50,878 )     (154,791 )
               
Net cash provided by (used in) operating activities
  (2,249,757 )     1,015,474  
               
CASH FLOWS FROM INVESTING ACTIVITIES:
             
               
Purchases of property and equipment
  (615,919 )     (2,046,740 )
               
CASH FLOWS FROM FINANCING ACTIVITIES:
             
               
Preferred dividends paid
  (30,000 )     (30,000 )
Issuance of common stock
  812,500       -  
Net change in due to affiliates
  98,054       (2,398 )
               
Net cash provided by (used in) financing activities
  880,554       (32,398 )
               
DECREASE IN CASH AND CASH EQUIVALENTS
  (1,985,122 )     (1,063,664 )
               
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
  4,527,415       5,591,079  
               
CASH AND CASH EQUIVALENTS AT END OF YEAR
$ 2,542,293     $ 4,527,415  
               
Supplementary information:
             
Cash paid for income taxes
$ -     $ 163,519  
 
See notes to consolidated financial statements.
 
 
49

 
 
BROADVIEW INSTITUTE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
1.              Nature of Business
 
Broadview Institute, Inc. (the “Company”), a Minnesota corporation, offers career-focused post-secondary education services through its wholly-owned subsidiary, C Square Educational Enterprises, Inc., a Utah corporation (d/b/a Broadview University and hereafter referred to as “Broadview University” or the “University”).  Broadview University is accredited by the Accrediting Council for Independent Colleges and Schools (“ACICS”) to award diplomas, undergraduate degrees, and master’s degrees in various fields of study.  Broadview University delivers these services through traditional classroom settings as well as through online instruction.  The University has campuses located in the Utah cities of Layton, Orem, Salt Lake City and West Jordan, as well as Boise, Idaho.


2.              Summary of Significant Accounting Policies
 
Principles of Consolidation

The Company manages its business on the basis of one reporting segment.  The consolidated financial statements include the accounts of Broadview Institute, Inc. and its wholly-owned subsidiary. All intercompany transactions were eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amount of expenses during the period reported.  Management bases its estimates and judgments on historical experience, observance of trends in the industry, information provided by outside sources and on various other factors that are believed to be reasonable under the circumstances.  Actual results may differ from these estimates under different assumptions or conditions.  The most significant estimates include allowance for uncollectible student receivables, accrued expenses, valuation of goodwill and the provision for income taxes.

Revenue Recognition

The academic year of Broadview University is divided into four quarters, which approximately coincide with the four quarters of the calendar year.  Students make payment arrangements for their tuition and related charges prior to the beginning of each quarter.  The University bills students during the second week of each quarter for that quarter’s tuition and related charges; billings for tuition and lab fees are recorded as deferred revenue and are recognized over the course of the quarter. Other revenue sources include textbook sales and commissions, application fees, merchandise sales and other miscellaneous income; the University recognizes revenue for these items when earned.

If a student withdraws from a course prior to completion, the University refunds a portion of the tuition.  The refunded amount is dependent on the timing of the withdrawal.  Tuition revenue is shown net of any refunds.  Because the University bills its students quarterly for tuition and other academic services, and 100% of these services are generally completed by each quarter end, the University has no deferred revenue at the end of each quarter.
 
 
50

 
 
BROADVIEW INSTITUTE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.             Summary of Significant Accounting Policies – (continued)
 
Cash and Cash Equivalents
 
All highly liquid investments purchased with a maturity of three months or less are considered to be cash equivalents.  There were no such investments included in cash and cash equivalents at March 31, 2012 or 2011.
 
United States Department of Education (“USDE”) regulations require Title IV program funds received by the University in excess of the tuition and fees owed by the relevant students at that time to be, with these students’ permission, maintained and classified as restricted until the students are billed for the portion of their education program related to those funds. Funds transferred through electronic funds transfer programs are held in a separate bank account and released when certain conditions are satisfied. These restrictions have not significantly affected the Company’s ability to fund daily operations. There were no restricted cash balances at March 31, 2012 or 2011.
 
Concentration of Credit Risk

Cash accounts are maintained primarily at two financial institutions in the United States.  At times throughout the year, the Company’s cash balances may exceed amounts insured by the Federal Deposit Insurance Corporation.  The Company has not experienced any losses on its cash.  At March 31, 2012 and 2011, most of the Company’s cash was maintained in one bank savings account.

Approximately 79% and 73% of the Company’s revenues (calculated on a cash basis in accordance with USDE regulations) were collected from funds distributed under Title IV programs for the years ended March 31, 2012 and 2011.  The financial and assistance programs under Title IV are subject to various political and governmental budgetary considerations.  There is no assurance that such funding will be maintained at current levels.  If the Company were to lose its eligibility to participate in Title IV programs, Broadview University students would  likely need to seek alternative funding sources to pay for their cost of education.

Student Receivables

The University grants credit to students in the normal course of business, but generally does not require collateral or any other security to support amounts due.  Generally, a student is prohibited from registering for a subsequent academic quarter if he or she has not made definitive arrangements to pay for outstanding balances.  Based upon past experience and management’s judgment, the Company establishes an allowance for doubtful accounts with respect to student receivables at the end of each quarter.  Management evaluates a number of factors, including the students’ status (i.e. active, withdrawn, etc.), the period of time a balance has been outstanding, and financial aid options that are available to students that may be applied against a balance.  Generally, uncollected amounts for students who have withdrawn or are otherwise no longer in school are written off after being outstanding for more than 90 days.  The Company’s allowance for doubtful accounts was $25,000 and $55,000 at March 31, 2012 and 2011.
 
 
51

 
 
BROADVIEW INSTITUTE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
2.             Summary of Significant Accounting Policies – (continued)
 
Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided in amounts sufficient to charge the cost of depreciable assets to operations over their estimated service lives, principally on a straight-line method for financial reporting purposes and on straight-line and accelerated methods for income tax reporting purposes. Estimated useful lives used for financial reporting purposes are as follows:
 
Leasehold improvements
Lesser of useful life or remaining lease term
Furniture and equipment
3 - 10 years
 
Fair Value Measurement

Fair value is the exchange price that would be received for 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.  The Company classifies assets and liabilities recorded at fair value under the fair value hierarchy based upon the observability of inputs used in valuation techniques.  Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions.  The fair value measurements are classified under the following hierarchy:

 
·
Level 1 – Observable inputs that reflect quoted market prices (unadjusted) for identical assets and liabilities in active markets;

 
·
Level 2 – Observable inputs, other than quoted market prices, that are either directly or indirectly observable in the marketplace for identical or similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities; and

 
·
Level 3 – Unobservable inputs that are supported by little or no market activity that are significant to the fair value of assets or liabilities.

Goodwill

Goodwill represents the excess purchase price over the appraised value of the portion of identifiable assets not under common control that were acquired from Broadview University.  Goodwill is not amortized but is reviewed at least annually for impairment, or between annual dates if circumstances change that would more likely than not cause impairment.  Management performs its annual impairment test at the close of each fiscal year, and considers several factors in evaluating goodwill for impairment, including the Company’s current financial position and results, general economic and industry conditions and legal and regulatory conditions.  During the year ended March 31, 2012, the Company recorded a $622,016 impairment charge related to goodwill.  See Note 4 for further discussion.
 
 
52

 
 
BROADVIEW INSTITUTE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
2.             Summary of Significant Accounting Policies – (continued)
 
Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the asset.  If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.  The Company did not record any impairment charges on long-lived assets during March 31, 2012 or 2011.

Long-Term Liabilities

The Company records rent expense on a straight-line basis over the lease term.  The difference between actual rent payments and the straight-line rent expense is recorded as a long-term liability; this liability will decrease when actual rent payments exceed the straight-line expense.
 
Advertising Costs

Advertising costs are expensed as incurred. The Company’s advertising expense was approximately $3,654,000 and $3,279,000 for the years ended March 31, 2012 and 2011.

Stock-Based Compensation

The Company measures and recognizes compensation expense for stock-based payment awards made to officers and directors based on estimated fair values of the share award on the date of grant.  The Company records compensation expense for all share-based awards over the vesting period.  The expense recorded is based on awards ultimately expected to vest, and therefore, is adjusted for estimated forfeitures.  The Company is required to estimate forfeitures at the time of the grant and revise, if necessary, in subsequent periods if actual forfeitures differ from those estimates.  In estimating expected forfeitures, the Company analyzes historical forfeiture and termination information and considers how future termination rates are expected to differ from historical rates.

Income Taxes

The Company uses the asset and liability method to compute the differences between the tax bases of assets and liabilities and the related financial amounts.  Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized.

The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return, and recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense.  The Company had no unrecognized tax benefits at March 31, 2012 and 2011 for which a liability would be recorded, and there were no adjustments for unrecognized tax benefits during the years then ended.
 
 
53

 
 
BROADVIEW INSTITUTE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
2.             Summary of Significant Accounting Policies – (continued)

Earnings (Loss) Per Common Share

Earnings (loss) per common share (EPS) is calculated for basic EPS by dividing net income (loss) available to common stockholders by the weighted average number of vested common shares outstanding during the period.  Diluted EPS reflects the potential dilution that could occur assuming conversion or exercise of all dilutive unconverted or unexercised financial instruments. Potentially dilutive instruments include warrants, restricted stock awards and preferred stock.

The basic loss attributable to common stockholders was computed as follows:
 
   
Years Ended March 31,
 
   
2012
   
2011
 
Net loss
  $ (4,164,571 )   $ (129,040 )
Less cumulative dividends
    (30,000 )     (30,000 )
Net loss attributable to common stockholders
  $ (4,194,571 )   $ (159,040 )
 
There were no dilutive instruments as of March 31, 2012 and 2011 due to the recognition of a net loss for both years.  The basic and diluted weighted average shares outstanding were 8,306,773 and 8,224,416 for the years ended March 31, 2012 and 2011.
 
Reclassifications

Certain amounts in the 2011 consolidated financial statements have been reclassified to conform to the presentation in the 2012 statements.  Such reclassifications did not impact the Company’s consolidated net loss or stockholders’ equity as previously reported.

Recently Issued Accounting Standards

In September 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2011-08, Intangibles – Goodwill and Other, which is included in Accounting Standards Codification (“ASC”) 350, Testing Goodwill for Impairment.  The guidance gives the Company the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, and in some cases skip the two-step impairment test.  The guidance was adopted January 1, 2012 and did not have any significant impact on the Company’s consolidated financial condition, results of operations, or disclosures.

 
54

 
 
BROADVIEW INSTITUTE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
3.             Property and Equipment

Property and equipment consisted of the following:
 
   
March 31,
 
   
2012
   
2011
 
Furniture and equipment
  $ 3,598,503     $ 3,595,087  
Leasehold improvements
    1,222,829       1,109,894  
      4,821,332       4,704,981  
Less accumulated depreciation
    (1,869,854 )     (1,704,743 )
    $ 2,951,478     $ 3,000,238  
 
4.             Goodwill Impairment

In performing the annual review of goodwill for impairment, management performs a two-step test.  In the first step, management compares the fair value of the Company’s lone reporting unit to the carrying value of its net assets.  If the carrying value of the net assets exceeds the fair value of the reporting unit, management performs a second step which involves determining the implied fair value of the goodwill and comparing that to the carrying amount of the goodwill.  An impairment loss is recognized to the extent the implied fair value of the goodwill is less than its carrying amount.
 
To determine the fair value of our reporting unit in step one of the test, management primarily uses a market-based approach.  Generally, this approach incorporates analysis of the Company’s stock price and market capitalization as well as information regarding publicly traded companies with similar operating characteristics to develop a multiple which is then applied to the operating performance of the reporting unit to determine value.

Step one of management’s 2012 annual impairment test indicated that the carrying value of the Company’s lone reporting unit exceeded its fair value.  The primary factor contributing to the impairment was continued negative enrollment trends, specifically in Broadview University’s nursing program. During the fourth quarter, management determined that it was more likely than not that the nursing program would receive significant regulatory sanctions during the first quarter of fiscal 2013.  On May 31, 2012, the Company received regulatory notice that Broadview will be required to teach out its remaining nursing students and discontinue the program entirely upon completion of the teach-out period.  The nursing program was Broadview’s second largest individual academic program, representing 7.8% and 12.2% of total enrollments as of March 31, 2012 and 2011.
 
In performing step two of the impairment test, management used an income-based approach, discounting the expected future cash flows of the reporting unit.  This approach utilized Level 3 fair value inputs for the respective assets (see Note 2 regarding the Company’s fair value measurement policies).  Management estimated future cash flows after considering current economic conditions and trends, estimating future operating results, and considering future economic and regulatory trends.  The discount rate of 16.5% used represents the estimated weighted average cost of capital, which reflects the overall inherent risk involved in the reporting unit’s future expected cash flows and the rate of return an outside investor would expect to earn.
 
 
55

 
 
BROADVIEW INSTITUTE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
4.            Goodwill Impairment – (continued)

To estimate cash flows beyond the final year of management’s projections, a terminal value approach was used, whereby the present value of the resulting terminal value is incorporated into management’s estimate of fair value.  The terminal growth rate used was 4.0%.  Management’s analysis yielded an impairment charge of $622,016, representing the entire carrying value of the goodwill.

The determination of estimated fair value requires significant assumptions and estimates.  These include, but are not limited to, the selection of a discount rate, terminal growth rate, operating cash flow projections, borrowing requirements and capital expenditure forecasts.  Due to the inherent uncertainty involved in making such estimates, actual results could differ from those estimates.

5.             Line of Credit

On March 30, 2012, the Company entered into a Line of Credit Authorization agreement (the “Line of Credit”) with Mr. Terry Myhre (“Mr. Myhre”), the Company’s Chairman and majority shareholder.  The Line of Credit is unsecured, and allows the Company to borrow from Mr. Myhre up to $3,000,000 of aggregate principal upon the request of the Company.  The Line of Credit has a fixed annual interest rate of 4.0% and is due March 31, 2014.  The Company has not requested any disbursements under the Line of Credit through the filing date of these consolidated financial statements.  The Company did not have any outstanding debt or any unused borrowing facilities at March 31, 2011.
 
6.             Stockholders’ Equity

Series A Preferred Stock

The Company designated 100,000 shares of its preferred stock as Series A, cumulative, voting preferred stock with a per share par value of $.01 and a per share liquidation value equal to the greater of $100 or 100 times the per share liquidation value of common stock.  Each share of Series A preferred stock has voting rights equal to 100 shares of common stock.  Upon issuance, the Series A preferred stock bears a cumulative quarterly dividend equal to the greater of $1.00 or 100 times the amount of any quarterly declared dividend on common stock.  No shares of Series A preferred stock have been issued.

Series B Preferred Stock

The Company has 5,000,000 authorized shares of Series B preferred stock, with a per share par value of $.01.  The Company previously issued 500,000 shares to Mr. Myhre for $625,000.  Each share of Series B preferred stock is entitled to the same voting rights as common stock and bears a cumulative annual dividend of $.06 per share and has liquidation rights over common stock at $1.25 per share plus any cumulative dividends.  At March 31, 2012 and 2011, cumulative preferred stock dividends in arrears were $30,000.  Each share of Series B preferred stock is convertible into one share of common stock at any time.

Stock Options

There were no stock options granted, exercised or expired during the years ended March 31, 2012 and 2011, and no options were outstanding as of March 31, 2012 or 2011.
 
 
56

 
 
BROADVIEW INSTITUTE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
6.            Stockholders’ Equity – (continued)
 
Warrants

Detachable warrants for 1,000,000 shares of common stock were included with the Series B preferred stock issuance noted above.  The warrants were issued with an exercise price of $1.25 per share and appraised value of approximately $.20 per warrant.  On March 30, 2012, Mr. Myhre exercised his right to purchase 650,000 shares of common stock at an exercise price of $1.25 per share, for a total cash payment of $812,500.  The exercise converted all remaining warrants outstanding, as there were 650,000 warrants outstanding and 650,000 shares of common stock reserved for such conversion at March 31, 2011.

Equity Incentive Plan

The Company has an Equity Incentive Plan that permits the granting of stock options, restricted stock awards, restricted stock units, performance share awards, performance unit awards and stock appreciation rights to certain employees, consultants, affiliates and advisors of the Company. Of the 1,000,000 shares of the Company’s common stock that were initially available for issuance pursuant to the Plan, 740,000 and 820,000 shares were available for issuance at March 31, 2012 and 2011.
 
Restricted Stock Awards

On June 15, 2011, the Company’s Board of Directors (the “Board”) approved a compensation arrangement for the Board’s directors for the 2012 and 2013 fiscal years.  Under the arrangement applicable for those two fiscal years, the Board granted each of the Company’s five directors a two-year restricted stock award for 16,000 shares of common stock under the Equity Incentive Plan.  These shares were valued at $1.28 per share, which was the closing price of the Company’s common stock on the grant date.  Each award vests at a rate of 2,000 shares per quarter beginning with the Company’s quarter ending June 30, 2011.

If any director ceases to serve on the Company’s Board for any reason during the award’s vesting period, such director’s restricted stock award will cease vesting, and all unvested shares pursuant to such award will be forfeited to the Company without payment of any consideration therefore to the director.  Future expense related to these awards is expected to be $51,200.  Stock compensation expense for directors was $51,200 for the year ended March 31, 2012.  Stock compensation expense for directors under a previous compensation arrangement was $130,000 for the year ended March 31, 2011.

Other Stock-Based Compensation

On June 15, 2011, the Board awarded stock bonuses to the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) in the amount of 20,000 and 10,000 shares of common stock, respectively.  The shares were valued at $1.28 per share, which was the closing price of the Company’s common stock on the grant date.  The stock bonuses are not subject to forfeiture or any vesting requirements and were not made pursuant to the Equity Incentive Plan.  The Company recognized expense of $38,400 related to these awards for year ended March 31, 2012.  Stock compensation expense for officers under a previous award was $70,500 for the year ended March 31, 2011.

 
57

 
 
BROADVIEW INSTITUTE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.             Income Taxes
 
The provision for income taxes consists of the following:
 
   
Years Ended March 31,
 
   
2012
   
2011
 
Current:
           
Federal
  $ -     $ 5,870  
State
    (50,000 )     1,869  
Deferred
    396,000       (71,000 )
    $ 346,000     $ (63,261 )
 
A reconciliation of the provision for income taxes at the statutory rates to the reported income tax provision is as follows:
 
   
Years Ended March 31,
 
   
2012
   
2011
 
Statutory income tax rate
    34.0 %     34.0 %
State taxes, net of federal benefit
    3.3       (0.9 )
Other permanent differences
    (6.1 )     (1.7 )
Establishment of valuation allowances
    (40.4 )     -  
Other
    0.1       1.5  
      (9.1 ) %     32.9 %
 
A summary of deferred tax assets and liabilities is as follows:
 
   
March 31,
 
   
2012
   
2011
 
Deferred tax assets:
           
Accounts receivable
  $ 9,000     $ 21,000  
Accrued expenses
    9,000       10,000  
Deferred rent
    270,000       213,000  
Net operating loss carryforwards
    1,637,000       479,000  
Alternative minimum tax credit
    235,000       235,000  
      2,160,000       958,000  
                 
Deferred tax liabilities:
               
Prepaid expenses
    (3,000 )     (36,000 )
Depreciation and amortization
    (192,000 )     (104,000 )
      (195,000 )     (140,000 )
Net deferred tax asset before valuation allowance
    1,965,000       818,000  
Valuation allowance
    (1,965,000 )     (422,000 )
Net deferred tax asset
  $ -     $ 396,000  
 
 
58

 
 
BROADVIEW INSTITUTE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.             Income Taxes – (continued)
 
Management evaluates the Company’s deferred tax assets on a regular basis to determine if a valuation allowance should be established based on the consideration of all available evidence using a “more-likely-than-not” standard.  In making such judgments, management must weigh both positive and negative evidence that can be objectively verified.  A cumulative loss in recent years is significant negative evidence in considering whether deferred tax assets are realizable, and also limits projections of future taxable income to that which can be estimated over a reasonable amount of time.  Management’s ability to accurately forecast should be evaluated against recent results, and the reliability of such forecasting inherently decreases as the duration of such forecasting increases.

The Company has reported pre-tax losses for five consecutive quarters, and six of the past seven quarters.  After considering evidence including historical results, industry and general economic trends, and current forecasts on future operating results, management increased the valuation allowance to fully reserve for the Company’s net deferred tax assets.  The annual impact on the year ended March 31, 2012 was deferred tax expense of $396,000; however, the actual charge recorded as income tax expense in the Company’s fourth quarter ended March 31, 2012 was $1,543,000 due to deferred tax assets recognized during the first three quarters of fiscal 2012.  The Company’s valuation allowance at March 31, 2012 and 2011 includes $422,000 for net operating loss carryforwards in certain states where management is not currently anticipating any income being generated.
 
At March 31, 2012, the Company had approximately $3,239,000 in federal net operating loss carryforwards to reduce future taxable income.  These carryforwards begin to expire in our fiscal year ending March 31, 2025.  The Company also has a federal alternative minimum tax credit carryforward of $235,000 which does not expire. The Company is subject to U.S. federal income tax as well as income tax of multiple state jurisdictions.  Currently, no jurisdictions are under examination.  No liability was recorded for interest or penalties related to uncertain tax positions at March 31, 2012 or 2011.

For federal purposes, tax years 2009-2011 remain open to examination.  Prior to 2009, the statute of limitations remains open for three years subsequent to the utilization of the net operating losses that were generated in those years.  For state purposes, the statute of limitations remains open in a similar manner.  Management does not anticipate any significant increases or decreases in unrecognized tax benefits within the next twelve months.

8.             Related Party Transactions

Certain Broadview University students received funding toward the cost of their education from Myhre Investments, LLC, an entity owned by Mr. Myhre.  Myhre Investments, LLC had $1,393,822 and $1,758,512 in loans outstanding to University students at March 31, 2012 and 2011.

The Company utilizes executive, administrative, accounting and consulting services provided by Globe University (“GU”) and the Minnesota School of Business (“MSB”) (collectively “GU/MSB”), companies owned by Mr. Myhre, pursuant to a Service Level Agreement (the “SLA”) between the Company and GU/MSB.  Some of the services provided by GU/MSB under this arrangement include chief financial and chief executive officer services, information technology support, finance and accounting services, human resources support, student financial aid consulting and curriculum consulting. The term of the SLA was for one year from the effective date (July 1, 2008), with automatic one-year renewal periods thereafter.  The SLA may be terminated by either party upon 30 days notice.
 
 
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BROADVIEW INSTITUTE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
8.             Related Party Transactions – (continued)
 
Under the SLA, the Company paid GU/MSB $75,000 per month for these services effective January 1, 2010.  Management believes the monthly charges under the SLA are competitive with, or less than, what the Company would have to pay to provide these services or to obtain them from another third party.  The Company’s expenses for services under the SLA were $900,000 for each of the years ended March 31, 2012 and 2011.

Broadview University is a party to a lease agreement with Myhre Holdings-Utah, LLC, an entity wholly-owned by Myhre Holdings, Inc., which is owned by the heirs of Mr. Myhre. Under the agreement, the University leases a 31,200 square foot building located in Layton, Utah. The lease is for an initial period of ten years with two additional five-year renewal options. The agreement is a “triple net” lease with a monthly base rent of $32,500 and an initial security deposit of the same amount.  Broadview Institute, Inc. guaranteed the lease. Rent expense for the Layton facility was $390,000 for each of the years ended March 31, 2012 and 2011.
 
Broadview University is a party to a lease agreement with Myhre Holdings-Orem, LLC, an entity wholly-owned by Myhre Holdings, Inc.  Under the agreement, the University leases a 31,200 square foot building located in Orem, Utah.  The lease is for an initial period of ten years with two additional five-year renewal options.  The agreement is a “triple net” lease with monthly base rent of $48,100 and an initial security deposit of the same amount.  Broadview Institute, Inc. guaranteed the lease.  Rent expense for the Orem facility was $577,200 for each of the years ended March 31, 2012 and 2011.

Effective January 1, 2011, Broadview University entered into a lease agreement with Myhre Holdings-Meridian, LLC, an entity wholly-owned by Myhre Holdings, Inc.  Under the agreement, the University leases a 31,200 square foot building located in Boise, Idaho.  The lease is for an initial period of ten years with two additional five-year renewal options.  The agreement is a “triple net” lease with monthly base rent of $39,000.  Rent expense for the Boise facility was $468,000 and $117,000 for the years ended March 31, 2012 and 2011.
 
Mr. Myhre has personal guarantees on Broadview University’s facility leases for its West Jordan campus.  The total amount of remaining rental payments due under the leases as of March 31, 2012 was approximately $3,985,000.
 
The Company participates in employee benefit plans, including a self-insured health plan, that are administered by the same service providers as GU and MSB.  Claim and benefit payments for the Company’s employees under these plans are made by MSB to the service providers and the Company reimburses MSB for payments made on the Company’s behalf.  Total payments made to MSB for these items were $1,033,218 and $1,069,616 for the years ended March 31, 2012 and 2011.

Effective July 2011, the Company began utilizing the same third-party provider as GU and MSB for the outsourcing of textbook sales to University students.  Under the arrangement, this third party bills MSB for all textbooks purchased by MSB, GU and Broadview University students who use school-issued financial aid vouchers.  Total payments from the Company to MSB for textbook purchases made by University students were $877,743 for the year ended March 31, 2012.  Commission payments are remitted by the third-party provider to GU for all textbook sales to these three entities.  Commissions remitted to the Company from GU totaled $158,958 for the year ended March 31, 2012.
 
 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.           Related Party Transactions – (continued)

The Company also may reimburse, or be reimbursed by, GU and MSB for other miscellaneous expenditures made by GU and MSB on the Company’s behalf that are outside the scope of the SLA disclosed above.  Such payments to MSB totaled $89,229 and $158,842 for the years ended March 31, 2012 and 2011.  Such payments to GU totaled $12,878 and $26,900 for the years ended March 31, 2012 and 2011.  Total payments received from MSB totaled $156,802 and $376,887 for the years ended March 31, 2012 and 2011.  Total payment received from GU totaled $20,316 and $2,681 for the years ended March 31, 2012 and 2011.

The Company had a due to affiliate balance for MSB of $118,173 and $113,904 at March 31, 2012 and 2011.  The Company had a due to affiliate balance for GU of $2,215 at March 31, 2011.

During the year ended March 31, 2012, the Company purchased $96,000 of equipment from Institute of Production & Recording, Inc., an entity partially owned by Mr. Myhre.  This amount was due to Institute of Production & Recording, Inc. at March 31, 2012.

9.             Operating Leases

The University has long-term operating leases for its campus facilities.  All leases provide for additional rent based on shared operating expenses.  Total rent expense for facilities was approximately $2,807,000 and $2,350,000 for the years ended March 31, 2012 and 2011.  Approximate future minimum rent commitments are as follows:
 
Year Ending March 31,
 
Amount
 
2013
  $ 2,464,000  
2014
    2,485,000  
2015
    2,508,000  
2016
    2,542,000  
2017
    2,472,000  
Thereafter
    6,469,000  
    $ 18,940,000  
 
10.           Employee Benefit Plans
 
401(k) Savings Plan

The Company participates in a 401(k) employee benefit plan covering eligible employees.  The Company contributes to the plan an amount equal to 50% of an employee’s contribution up to a maximum Company contribution of 3.0% of an employee’s eligible compensation.  The Company contributed approximately $51,000 and $33,000 to the plan for the years ended March 31, 2012 and 2011.
 
Self-Insured Health Plan