UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X]

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

 

For the quarterly period ended June 30, 2014

 

[   ]

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: 000-08505

 

BROADVIEW INSTITUTE, INC.

(Exact name of registrant as specified in its charter)

 

 

Minnesota		41-0641789
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

 

8147 Globe Drive, Woodbury, Minnesota 55125

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (651) 332-8000

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232. 405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

 

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 [  ]        Smaller reporting company [X]

               (Do not check if a smaller

                   reporting company)

 

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

 

The number of shares outstanding of the Registrant’s Common Stock, $0.01 par value, as of August 1, 2014 was 83,508,252.

 

 

 

BROADVIEW INSTITUTE, INC.

AND SUBSIDIARY

 

INDEX

FORM 10-Q

 

JUNE 30, 2014

 

PART I – FINANCIAL INFORMATION		Page No.
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	17
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	18
SIGNATURES		19

 

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

BROADVIEW INSTITUTE, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

 

		June 30,				March 31,
		2014				2014
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash		$	2,846,090			$	4,858,394
Student receivables, net			59,942				112,304
Prepaid expenses			57,691				4,159
Inventory			-				7,333
TOTAL CURRENT ASSETS			2,963,723				4,982,190
PROPERTY AND EQUIPMENT, NET			1,867,734				2,014,650
OTHER ASSETS
Deposits			189,676				189,676
Other			20,198				24,505
		$	5,041,331			$	7,211,021
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable		$	642,172			$	634,845
Accrued expenses			134,525				139,034
Student credit balances			11,331				85,437
Due to affiliates			63,752				134,802
TOTAL CURRENT LIABILITIES			851,780				994,118
LONG-TERM LIABILITIES
Line of credit			-				600,000
Deferred rent			689,943				702,419
TOTAL LIABILITIES			1,541,723				2,296,537
STOCKHOLDERS' EQUITY
Preferred stock Series B, par value $.01 per share, authorized 5,000,000 shares, 5,000,000 shares issued and outstanding			50,000				50,000
Common stock, par value $.01 per share, authorized 100,000,000 shares, 83,508,252 issued and outstanding			835,082				835,082
Additional paid-in capital			15,145,104				15,145,104
Accumulated deficit			(12,530,578	)			(11,115,702	)
TOTAL STOCKHOLDERS' EQUITY			3,499,608				4,914,484
		$	5,041,331			$	7,211,021

 

See notes to consolidated financial statements.

 

 

 

BROADVIEW INSTITUTE, INC. AND SUBSIDIARY 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

		Three Months Ended June 30,
		2014				2013
		(Unaudited)				(Unaudited)
REVENUES		$	3,008,911			$	3,244,742
OPERATING EXPENSES
Educational services and facilities			3,340,916				3,281,781
Selling, general and administrative			1,077,856				1,020,685
TOTAL OPERATING EXPENSES			4,418,772				4,302,466
OPERATING LOSS			(1,409,861	)			(1,057,724	)
OTHER INCOME (EXPENSE)
Interest income			504				1,002
Interest expense			(5,519	)			(1,752	)
TOTAL OTHER INCOME (EXPENSE)			(5,015	)			(750	)
NET LOSS		$	(1,414,876	)		$	(1,058,474	)
LOSS PER COMMON SHARE:
Basic		$	(.02	)		$	(.08	)
Diluted		$	(.02	)		$	(.08	)

 

See notes to consolidated financial statements.

 

 

 

BROADVIEW INSTITUTE, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

		Three Months Ended June 30,
		2014				2013
		(Unaudited)				(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(1,414,876	)		$	(1,058,474	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			159,000				168,000
Deferred rent			(12,476	)			(5,225	)
Changes in operating assets and liabilities:
Student receivables			52,362				131,663
Prepaid expenses			(53,532	)			9,629
Inventory			7,333				-
Other assets			4,307				5,262
Accounts payable			7,327				(236,116	)
Accrued expenses			(4,509	)			3,940
Student credit balances			(74,106	)			(50,756	)
Net cash used in operating activities			(1,329,170	)			(1,032,077	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment			(12,084	)			(5,760	)
Net cash used in investing activities			(12,084	)			(5,760	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on line of credit			(600,000	)			(2,000,000	)
Net change in due to affiliates			(71,050	)			337,814
Net cash used in financing activities			(671,050	)			(1,662,186	)
DECREASE IN CASH			(2,012,304	)			(2,700,023	)
CASH AT BEGINNING OF PERIOD			4,858,394				6,340,609
CASH AT END OF PERIOD		$	2,846,090			$	3,640,586

 

See notes to consolidated financial statements.

 

 

 

Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements 

(Unaudited)

 

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 “Broadview Entertainment Arts 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 both traditional classroom and 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.	Presentation of Financial Information

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company’s management believes that the disclosures made herein are adequate to make the information presented not be misleading.

 

The Company manages its business on the basis of one reporting segment. The unaudited consolidated financial statements include the accounts of the Company and its subsidiary, Broadview University. All inter-company accounts and transactions have been eliminated in the unaudited consolidated financial statements. In the opinion of management, the unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the consolidated financial position of the Company as of June 30, 2014, the consolidated results of operations and the consolidated cash flows for the three months ended June 30, 2014 and 2013. Results of operations and cash flows for the periods presented are not necessarily indicative of results to be expected for any other interim period or for the full fiscal year.

 

These unaudited consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto in its Form 10-K for the year ended March 31, 2014 and Annual Report to Security Holders filed with the SEC.

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

 

 

Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements 

(Unaudited)

 

2.	Presentation of Financial Information (continued)

 

Recent Accounting Pronouncements

 

On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. The core principle of the ASU is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration, or payment, to which the company expects to be entitled in exchange for those goods or services. The ASU may also result in enhanced disclosures about revenue. For public entities, the ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Due to the recent date of issuance for this ASU, management is currently evaluating what impact, if any, the pronouncement will have on the Company’s disclosures, its financial position or results from operations.

 

In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The ASU provides that a liability related to an unrecognized tax benefit would be offset against a deferred tax asset instead of presented gross for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. The ASU is effective for fiscal years beginning after December 15, 2013. The Company adopted this ASU effective April 1, 2014. There was not a material impact on the Company’s financial position or operating results.

 

3.	Earnings (Loss) Per 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 and preferred stock.

 

The basic loss attributable to common stockholders was computed as follows:

 

		Three Months Ended
		June 30,
		2014				2013
Net loss		$	(1,414,876	)		$	(1,058,474	)
Less cumulative dividends			(75,000	)			(75,000	)
Net loss attributable to common shareholders		$	(1,489,876	)		$	(1,133,474	)

 

There were no dilutive instruments as of June 30, 2014 or 2013 due to the recognition of a net loss for the three-month periods then ended. The weighted average shares outstanding were 83,508,252 and 13,508,252 for the three months ended June 30, 2014 and 2013.

 

 

 

Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements 

(Unaudited)

 

4.	Line of Credit

 

The Company is party to 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 April 1, 2015. The Company’s $600,000 outstanding borrowings under the Line of Credit at March 31, 2014 were repaid in full during the three months ended June 30, 2014.

 

Interest expense related to Line of Credit borrowings was $5,519 and $1,752 for the three months ended June 30, 2014 and 2013. The Company paid $5,519 for interest during the three months ended June 30, 2014; no such payments were made during the three months ended June 30, 2013.

 

5.	Stockholders’ Equity

 

Series B Preferred Stock

 

The Company has 5,000,000 shares of Series B preferred stock authorized, issued and outstanding, with a per share par value of $.01. Mr. Myhre holds all outstanding shares. 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. Each share of Series B preferred stock is convertible into one share of common stock at any time. At June 30, 2014 and 2013, cumulative preferred stock dividends in arrears were $435,000 and $135,000.

 

Common Stock

 

On March 28, 2014, the Company issued 70,000,000 shares of common stock to Mr. Myhre for $4,900,000.

 

Warrants

 

Mr. Myhre holds detachable warrants for 9,000,000 shares of common stock. The warrants were issued March 29, 2013 with an exercise price of $.50 per share and appraised value of approximately $.06 per warrant. These warrants expire March 29, 2023. The 9,000,000 warrants represented the balance of warrants outstanding at June 30, 2014, and there were 9,000,000 shares of common stock reserved for exercise.

 

Stock Options

 

There were no stock options granted, exercised or expired during the three months ended June 30, 2014 or 2013, and no options were outstanding as of June 30, 2014 or 2013.

 

 

 

Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements 

(Unaudited)

 

5.	Stockholders’ Equity – (continued)

 

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 Equity Incentive Plan, 740,000 shares were available for issuance at June 30, 2014.

 

6.	Income Taxes

 

At June 30, 2014, the Company had approximately $14,364,000 in federal net operating loss carryforwards to reduce future taxable income. These carryforwards begin to expire in the Company’s 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. No jurisdictions are currently under examination. No liability was recorded for interest or penalties related to uncertain tax positions at June 30, 2014 or March 31, 2014.

 

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 periods 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 fully reserved for all net deferred tax assets effective March 31, 2012. Since that date, management has continued to consider evidence including historical results, industry and general economic trends, and forecasts on future operating results. Based on management’s evaluation, the Company has continued to fully reserve all net deferred tax assets at June 30, 2014. The Company’s valuation allowance includes $422,000 for net operating loss carryforwards in certain states where management is not currently anticipating any income being generated.

 

For federal purposes, tax years 2012-2014 remain open to examination. Prior to 2012, 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.

 

7.	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 $1,372,083 and $1,337,256 in loans outstanding to University students at June 30, 2014 and March 31, 2014.

 

 

 

Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements 

(Unaudited)

 

7.	Related Party Transactions – (continued)

 

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, including Company Chief Executive Officer (“CEO”) Jeffrey 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 monthly base rent of $36,400 and an initial security deposit of $32,500. Broadview Institute, Inc. guaranteed the lease. Rent expense for the Layton facility was $109,200 for each of the three months ended June 30, 2014 and 2013.

 

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 $51,400 and an initial security deposit of $48,100. Broadview Institute, Inc. guaranteed the lease. Rent expense for the Orem facility was $154,200 and $144,300 for the three months ended June 30, 2014 and 2013.

 

Broadview University is party to 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 $117,000 for each of the three months ended June 30, 2014 and 2013.

 

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 June 30, 2014 was approximately $2,865,000.

 

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 and CEO Jeffrey 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 SLA automatically renews for one-year periods every July, but may be terminated by either party upon 30 days’ notice.

 

The Company incurs a monthly management fee payable to GU/MSB under the terms of the SLA. This fee is negotiated based on analysis of the cost and scope of services provided. Such analysis is performed as deemed necessary by either party, or annually at a minimum. The Company’s Board of Directors approves any changes to the monthly fee. The monthly management fee was established at $50,000 effective October 2, 2012. 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.

 

 

 

Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements 

(Unaudited)

 

7.	Related Party Transactions – (continued)

  

The Company, GU and MSB also may reimburse each other for miscellaneous expenditures made by one entity on another entity’s behalf that are outside the scope of the SLA disclosed above. 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.

 

The Company utilizes the same third-party provider as GU and MSB for student book sales. MSB is invoiced for books purchased by MSB, GU and Broadview students using financial aid vouchers. Commission payments are remitted by the third-party provider to MSB for all textbook sales. The Company then reimburses MSB for the Company’s net liability.

 

During the year ended March 31, 2014, the Company began purchasing digital learning content, including electronic learning devices, through the same vendors as GU and MSB. Payments to the vendors are made by MSB, and the Company reimburses MSB for such purchases made on the Company’s behalf.

 

The following table summarizes the related party transactions with MSB for the three months ended June 30, 2014 and 2013:

 

		Three Months Ended June 30,
		2014				2013
Balance due to MSB - beginning of period		$	134,802			$	674,465
Management fees charged by MSB			150,000				150,000
Benefit claims paid by MSB			156,415				197,433
Textbook purchases by MSB			1,987				63,253
Digital learning resources purchased by MSB			134,942				-
Textbook commission payments from MSB			(1,672	)			(36,001	)
Other miscellaneous transactions, net			(18,242	)			(37,674	)
Company payments to MSB			(494,480	)			-
Balance due to MSB - end of period		$	63,752			$	1,011,476

 

The following table summarizes the related party transactions with GU for the three months ended June 30, 2014 and 2013:

 

		Three Months Ended June 30,
		2014				2013
Balance due from GU - beginning of period		$	-			$	-
Miscellaneous transactions, net			(3,920	)			(803	)
Company payments to GU			3,920				-
Balance due to GU - end of period		$	-			$	(803	)

 

 

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Cautionary Notice Regarding Forward Looking Statements

 

Certain statements included in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as elsewhere in this report on Form 10-Q, any documents incorporated by reference herein, and other written or 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 within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). 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. These forward-looking statements are based on 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 conditions and results. In accordance with the Safe Harbor provisions of the Reform Act, the Company has identified important factors that could cause the actual results to differ materially from those expressed in, or implied by, such statements. The assumptions, risks and uncertainties include the growth pace of student enrollments, our continued compliance with regulatory requirements, maintaining our accreditation status, availability of funding programs for Broadview University students, our ability to successfully open new campuses, our ability to update and expand academic program offerings, our ability to hire and retain key personnel, rulemaking by the U.S. Department of Education and increased focus by the U.S. Congress on for-profit educational institutions, and general economic and market conditions. Further information about these and other relevant risks and uncertainties may be found in our annual report on Form 10-K and other Company filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise forward looking statements, except as may be required by law.

 

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.

 

 

 

Key Financial Metrics and Trends

 

We are committed to a long-term program of sustainable revenue growth. We have endured a significant downturn in profitability over the past three fiscal years. 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.

 

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 availability of federal and other financial aid;

●

general economic conditions in the regions we operate; and

●

the regulatory environment of our industry.

 

The following table presents certain key measurements regarding our student population:

 

		Three Months Ended June 30,
		2014				2013
Student enrollment			674				860
% Change from prior year period			(21.6	)%			(20.5	)%
Credits billed			7,420				8,213
% Change from prior year period			(9.7	)%			(13.6	)%
Average tuition cost per credit		$	401			$	416

 

 

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 the past few years. This industry-wide downturn has come after several years of industry growth, and thus the 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.

 

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

 

●

Numerous studies have shown that students who carry higher credit loads per quarter have a greater likelihood of completing their academic program. Effective July 1, 2012, we implemented a tiered tuition rate program with a goal of increasing the average number of credits taken per student. Upon rollout of this program, students attending full-time (taking between 11 and 16 credits) were charged a tuition rate of $400 per credit. Students attending at less than full time were charged a tuition rate of $435 per credit. Effective July 1, 2013, the tiered tuition program was modified, where students taking 12 or more credits are charged a tuition rate of $375 per credit. As in prior years, all credits taken above 16 credits in a quarter are free of tuition charges.

 

 

 

●

In September 2013, we introduced a technology-focused learning model where our students and instructors began utilizing portable electronic devices in the classroom. We believe this learning model will transform how our students learn and help differentiate Broadview University from our competitors. This model connects our students with the latest technology to make the classroom experience more interactive and engaging, and has marked a transformation from textbook learning. We believe the job markets demand professionals who have in-depth knowledge of the latest technology, and our model will help students be prepared.

 

	●	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 offered include Music Production and Engineering, Comic and Sequential Art, and various other visual design programs.
		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 are focused on achieving an appropriate ratio of our instruction costs to our revenue. Our management team has recently undertaken efforts to improve our coordinated scheduling of courses offered both residentially and online to ensure that we achieve adequate class sizes.

 

●

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

 

Critical Accounting Policies

 

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 in certain circumstances that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the Company’s financial statements. 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 Company’s critical accounting policies are outlined in the Company’s Form 10-K and Annual Report for the year ended March 31, 2014 filed with the SEC.

 

Revenue and Expense Categories

 

●

Revenue - Approximately 90% of our revenues are tuition collected from Broadview University’s students. 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 are recorded as deferred revenue and are recognized over the course of the quarter. Other revenue sources include learning resource fees, 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 may refund 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.
	●	Educational Services and Facilities Expense - 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, academic program supplies, and facility rent and maintenance.
		Payroll and related expenses represent our single largest expense category, accounting for 52.4% and 49.3% of our revenues for the three months ended June 30, 2014 and 2013. While the largest individual expense category, such expenses also should be driven by revenue levels. 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. Management is continuing to explore additional measures to bring payroll costs in line with revenue levels, while maintaining a focus on exceptional student service.

 

	●	Selling, General and Administrative Expense - 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 25.8% and 22.1% of revenues for the three months ended June 30, 2014 and 2013. 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 our programs.

 

Results of Continuing Operations

 

The following discussion of our historical results of operations and our liquidity and capital resources should be read in conjunction with the consolidated financial statements and related notes.

 

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

 

		Three Months Ended
		June 30,
		2014				2013
Revenues			100.0	%			100.0	%
Operating Expenses:
Educational services and facilities			111.0				101.1
Selling, general and administrative			35.8				31.5
Total Operating Expenses			146.8				132.6
Operating Loss			(46.8)				(32.6)
Other Income (Expense)			(0.2)				0.0
Net Loss			(47.0)	%			(32.6)	%

 

 

 

Three Months Ended June 30, 2014 Compared with Three Months Ended June 30, 2013

 

Revenues

 

The following table presents period-over-period changes in our primary revenue components:

 

		Three Months Ended June 30,								Change
		2014				2013				Amount				Percent
Tuition		$	2,834,694			$	3,255,948			$	(421,254	)			(12.9	)%
Fees and other revenue			291,319				123,158				168,161				136.5	%
Refunds			(117,102	)			(134,364	)			17,262				(12.8	)%
Total revenue		$	3,008,911			$	3,244,742			$	(235,831	)			(7.3	)%

---

 

Tuition 

 

Our tuition revenue decrease was primarily attributable to decreased enrollments. Our enrollments decreased by 186 students, or 21.6%, to 674 for the quarter ended June 30, 2014 compared to 860 for the corresponding quarter of the previous year. This decrease was partially offset by an increase in average credits taken per student. Our credits billed for the three months ended June 30, 2014 were 7,420, compared to 8,213 for the three months ended June 30, 2013, a decrease of 9.7%.

 

Fees and Other Revenue

 

During our quarter ended December 31, 2013, we introduced a technology-focused learning model where Broadview students and instructors began utilizing portable electronic devices in the classroom. This new format marks a transformation from textbook learning. The increase in fees and other charges is primarily related to fees charged to students in relation to electronic content and the learning devices, which totaled $215,352 for the three months ended June 30, 2014. This new revenue was primarily offset by a decrease in commissions earned on textbook sales to our students, which decreased $34,974, or 96.2%, to $1,372 for the three months ended June 30, 2014 compared to the three months ended June 30, 2013.

 

Educational services and facilities operating expenses

 

Expenses related to educational services and facilities increased 1.8% to $3,340,916 for the three months ended June 30, 2014 from $3,281,781 for the corresponding quarter of the previous year. The $59,136 increase was primarily due to the costs related to electronic content and learning devices. Such costs totaled $148,738 for the three months ended June 30, 2014. Payroll and related costs decreased $23,854, or 1.5%, to $1,576,893 for the three months ended June 30, 2014, compared to $1,600,746 for the three months ended June 30, 2013. The following table summarizes certain educational services and facilities expenses as a percentage of revenue:

 

		Percentage of Revenue
		Three Months Ended June 30,
Expense		2014				2013
Payroll and related			52.4	%			49.3	%
Rent and other facility			30.9	%			29.0	%
Student materials and electronic resources			7.5	%			2.9	%
Scholarships			6.2	%			6.3	%

 

 

 

Selling, general and administrative expenses

 

Expenses related to selling, general and administrative activities increased 5.6% to $1,077,856 for the three months ended June 30, 2014 from $1,020,685 for the corresponding quarter of the prior year. The $57,171 increase was primarily due to increased marketing expense. Marketing expenses increased $58,087, or 8.1%, to $744,850 for the three months ended June 30, 2014, compared to $716,763 for the corresponding quarter of the previous year. As a percentage of revenue, marketing expenses represented 25.8% and 22.1% for the three months ended June 30, 2014 and 2013.

 

Operating income (loss)

 

Operating income (loss) is the primary measure used by management in assessing our performance. Our operating loss increased 33.3% to $1,409,861 for the three months ended June 30, 2014 compared to $1,057,724 for the corresponding quarter of the prior year. The increase of $352,137 was primarily the result of the aforementioned factors.

 

Liquidity and Capital Resources

 

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 was $2,846,090 at June 30, 2014 compared to $4,858,394 at March 31, 2014. Most of our excess cash is typically held in an interest-bearing bank savings account. Our capital position has been significantly influenced by transactions with Mr. Terry Myhre, the Company’s Chairman and majority shareholder (“Mr. Myhre”). Since March 2012, Mr. Myhre has executed transactions with the Company that have resulted in cash inflows from financing activities totaling $13,937,500. These cash infusions have come against $11,909,906 of cash used in operating activities for period of April 1, 2011 through June 30, 2014. The transactions with Mr. Myhre are as follows:

 

On March 28, 2014, the Company issued 70,000,000 shares of Common Stock to Mr. Myhre for $4,900,000, or $0.07 per share.

 

On March 29, 2013, Mr. Myhre purchased 4,500,000 shares of Series B Preferred Stock at a price of $1.00 per share. Each share of Series B Preferred Stock included a detachable warrant to purchase two shares of the Company’s Common Stock for $0.50 per share. Additionally, on the same date, Mr. Myhre purchased 4,500,000 shares of Common Stock at a price of $0.25 per share. Total cash proceeds from the two transactions were $5,625,000.

 

On March 30, 2012, Mr. Myhre exercised his right under a warrant 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 March 30, 2012, 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 expires April 1, 2015. The Company has borrowed a total of $2,600,000 under the Line of Credit through June 30, 2014, although no balance was outstanding at June 30, 2014.

 

 

 

Without the financial support from Mr. Myhre, the Company would likely have been unable to meet its current obligations, absent material changes to the Company’s operations. Additionally, these transactions have greatly aided the Company’s ability to comply with various regulatory requirements that concern an institution’s financial health. Due to projected losses continuing in the near future, we anticipate that the Company may continue to rely on Mr. Myhre for financial support, the degree of such support depending on management’s ability to adequately contain costs against projected future revenue.

 

The net cash used in each of the operating, investing and financing activities are summarized in the following table and discussed in further detail below:

 

		Three Months Ended June 30,
		2014				2013				Change
Net cash used in operating activities		$	(1,329,170	)		$	(1,032,077	)		$	(297,093	)
Net cash used in investing activities			(12,084	)			(5,760	)			(6,324	)
Net cash used in financing activities			(671,050	)			(1,662,186	)			991,136
Net decrease in cash		$	(2,012,304	)		$	(2,700,023	)		$	687,719

 

Our cash flows used in operating activities has been primarily driven by net losses of $1,414,876 and $1,058,474 for the three months ended June 30, 2014 and 2013. Offsetting the 2014 and 2013 net losses were depreciation and amortization of $159,000 and $168,000.

 

The variance in cash flows related to investing activities is primarily due to fewer property and equipment additions in 2013.

 

The variance in cash flows related to financing activities is primarily due to the transactions with Mr. Myhre described more fully above, as well as lower amounts due to affiliates at June 30, 2014.

 

Management anticipates that the Company will use a substantial portion of its cash reserves available at June 30, 2014 to fund operating losses in its fiscal year ending March 31, 2015. However, the combination of cash provided by the March 28, 2014 transactions with Mr. Myhre and the available borrowings under the Line of Credit leads management to believe the Company will be able to fund operations for the next 12 months.

 

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 June 30, 2014, Myhre Investments, LLC had $1,372,083 in loans outstanding to Broadview University students.

 

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

 

 

Item 3. 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 June 30, 2014, 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.

 

 

 

Item 4.   Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

The Company maintains “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). These controls and procedures are designed to ensure that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, and our Board of Directors, as appropriate, to allow timely decisions regarding required disclosure. Management, under supervision and with participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2014 and concluded that our disclosure controls and procedures were effective as of this date.

 

Changes in Internal Controls Over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time, the Company may be involved in litigation and other legal proceedings arising out of the ordinary course of its business. We are not at this time a party to any legal proceedings which, individually or in the aggregate, would be expected to have a material adverse effect on our business, financial condition or results of operations.

 

 

Item 1A. Risk Factors

 

The discussion of the Company’s business and operations set forth in this report and our other SEC filings should be read together with the risk factors contained in Item 1 of the Company’s Annual Report on Form 10-K filed with the SEC, which describe various risks and uncertainties to which the Company is or may become subject. These risks and uncertainties have the potential to affect the Company’s business, financial condition, results of operation, cash flows, strategies or prospects in a material and adverse manner. Additional risks and uncertainties not presently known to management or that we currently believe to be immaterial may also adversely affect our business, financial condition or results of operations.

 

There have been no material changes to the risk factors previously described in Part I, Item 1A included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2014.

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

 

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

Exhibit		Description
	31.1	Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

 

31.2

Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

 

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

	32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	101.INS*	XBRL Instance
	101.SCH*	XBRL Taxonomy Extension Schema
	101.CAL*	XBRL Taxonomy Extension Calculation
	101.DEF*	XBRL Taxonomy Extension Definition
	101.LAB*	XBRL Taxonomy Extension Labels
	101.PRE*	XBRL Taxonomy Extension Presentation

 

* XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended; is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended; and otherwise is not subject to liability under these sections.

 

 

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date:
August 14, 2014	Broadview Institute, Inc.
	(Registrant)
	By:	/s/Jeffrey D. Myhre
		Jeffrey D. Myhre, Chief Executive Officer
	And:	/s/Kenneth J. McCarthy
		Kenneth J. McCarthy, Chief Financial Officer

 

 

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