UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
FORM 8-K
CURRENT REPORT
  Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported):  May 1, 2012
  BRIDGEPOINT EDUCATION, INC.
(Exact name of registrant as specified in its charter)

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

			
13500 Evening Creek Drive North, Suite 600
San Diego, California
	 	92128	
(Address of principal executive offices)	 	(Zip Code)	
  (858) 668-2586
(Registrant’s telephone number, including area code)
  None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
  o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.     Results of Operations and Financial Condition.
On May 1, 2012, we issued a press release announcing financial results for our first quarter ended March 31, 2012. The information contained in the press release is incorporated herein by reference and furnished as Exhibit 99.1.
The information in this Item 2.02 and Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, or the Exchange Act, except to the extent that we specifically incorporate it by reference.
Item 9.01.     Financial Statements and Exhibits.

(d)	Exhibits.	

			
Exhibit No.	 	Description	
99.1	 	Press Release of Bridgepoint Education, Inc. dated May 1, 2012	
SIGNATURES
 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			
Date: May 1, 2012	 	Bridgepoint Education, Inc.	
 	 	 	
 	By:	/s/ Daniel J. Devine	
 	 	Name:  Daniel J. Devine	
 	 	Title: Chief Financial Officer	

News Release

Contact: Paul Goodson, Associate Vice President of Investor Relations
866.475.0317 x2271
investorrelations@bridgepointeducation.com

Bridgepoint Education Reports First Quarter 2012 Results
Announces $75 Million Share Repurchase Authorization

SAN DIEGO (May 1, 2012) - Bridgepoint Education (NYSE:BPI), a provider of postsecondary education services, announced its results for the first quarter ended March 31, 2012.

Highlights for the first quarter ended March 31, 2012, are as follows:

•	Total student enrollment at period end was 94,863.	
		
•	Revenue increased to $250.4 million from $229.4 million for the same period in 2011.	
		
•	Operating income decreased to $52.4 million from $86.1 million for the same period in 2011. Operating income for the first quarter of 2012 reflects a $10.8 million expense accrued in connection with a pending legal settlement.	
		
•	Net income was $33.0 million compared with net income of $53.9 million for the same period in 2011.	
		
•	Fully diluted earnings per share was $0.59 compared with $0.92 for the same period in 2011. Fully diluted earnings per share for the first quarter of 2012 reflect a $0.12 per share expense accrued in connection with the pending legal settlement.	

“We are pleased that our operating and financial results were in-line with our internal expectations for the quarter, and we are particularly pleased by the strong increase in student persistence at our universities,” said Andrew Clark, Chief Executive Officer of Bridgepoint Education. “Increasing persistence reflects our success with the student support and quality initiatives we are implementing, which help assure the academic readiness of students and help provide students with an innovative, high quality learning experience that enriches their lives.”

Student Enrollment

Total student enrollment at Bridgepoint Education's academic institutions, Ashford University and University of the Rockies, increased to 94,863 students at March 31, 2012, compared with 88,252 students at the end of the first quarter of 2011.

New student enrollments for the first quarter of 2012 at Bridgepoint Education's academic institutions were approximately 24,275 compared with combined new student enrollments of approximately 27,550 for the same period in 2011.

Financial Results

Revenue for the first quarter of 2012 was $250.4 million, compared with revenue of $229.4 million for the same period in 2011.

Operating income for the first quarter of 2012 was $52.4 million compared with operating income of $86.1 million for the same period in 2011. Operating income for the first quarter of 2012 reflects a $10.8 million expense accrued in connection with a pending legal settlement (the “Settlement Expense”). In April 2012, the Company entered into a settlement agreement with the plaintiffs of the three cases consolidated under Stevens v. Bridgepoint Education, Inc to settle the plaintiffs' claims. The settlement agreement remains subject to approval by the judge overseeing the consolidated cases.

Adjusted operating income for the first quarter of 2012, which excludes the Settlement Expense, was $63.2 million compared with $86.1 million for the same period of 2011. See “About Non-GAAP Financial Measures” and “Reconciliation of Non-GAAP Measures” below.

Net income for the first quarter of 2012 was $33.0 million compared with net income of $53.9 million for the same period in 2011.

Adjusted net income for the first quarter of 2012, which excludes the net income effect of the Settlement Expense, was $39.8 million compared with $53.9 million for the same period of 2011. See “About Non-GAAP Financial Measures” and “Reconciliation of Non-GAAP Measures” below.

Fully diluted earnings per share for the first quarter of 2012 was $0.59 compared with fully diluted earnings per share of $0.92 for the same period in 2011.

Adjusted EPS for the first quarter of 2012 was $0.71 compared with $0.92 for the same period of 2011. Adjusted EPS is defined to mean adjusted net income divided by the fully diluted weighted average shares outstanding for the applicable period. See “About Non-GAAP Financial Measures” and “Reconciliation of Non-GAAP Measures” below.

The Company's effective tax rate for the first quarter of 2012 was 37.7%.

Balance Sheet and Cash Flow

As of March 31, 2012, the Company had cash and total investments of $442.1 million, compared with $407.2 million as of December 31, 2011. The Company generated $40.4 million of cash from operating activities in the first quarter of 2012, compared with $81.5 million for the same period in 2011.

$75 Million Share Repurchase Authorization

The Company's Board of Directors has authorized the repurchase of up to $75.0 million of the Company's outstanding shares of common stock over the next 12 months. Under the share repurchase program, the Company may purchase shares from time to time in the open market, through block trades or otherwise.

The timing and extent of any repurchases will depend upon market conditions, the trading price of the Company's shares and other factors, and subject to the restrictions relating to volume, price and timing under applicable law. The share repurchase may be commenced or suspended at any time or from time to time by the Company.

Full-Year 2012 Outlook

Based on the Company's results in the first quarter of 2012, the Company has updated its full year 2012 net income and earnings per share guidance to reflect the Settlement Expense, and has reaffirmed its other 2012 guidance, as follows:

•	Total student enrollment is expected to be between 94,500 and 96,200 at December 31, 2012.	
		
•	Revenue is expected to be between $1.01 billion and $1.03 billion.	
		
•	Net income is expected to be between $131.5 million and $136.9 million.	
		
•	Adjusted net income is expected to be between $138.2 million and $143.7 million.	
		
•	Fully diluted earnings per share is expected to be between $2.33 and $2.43, based on an estimated fully diluted weighted average share count of 56.3 million for the year ending December 31, 2012.	
		
•	Adjusted EPS is expected to be between $2.45 and $2.55, based on an estimated fully diluted weighted average share count of 56.3 million for the year ending December 31, 2012.	
		
•	Bad debt as a percentage of revenues for 2012 is expected to be 6%.	
		
•	Capital expenditures for 2012 are expected to be approximately 4% of revenue.	
		
•	The Company's effective tax rate for 2012 is estimated to be 37.8%.	

This guidance does not reflect the impact of any share repurchases the Company may complete during the remainder of 2012.

Earnings Conference Call and Webcast

The Company will host a conference call at 11:30 a.m. ET (8:30 a.m. PT) today to discuss its latest financial results and recent highlights. The dial-in number for callers in the United States / Canada is (877) 874-1565 and for international callers is (719) 325-4810. The access code for all callers is 2849333. A live webcast will also be available on the Company's website at www.bridgepointeducation.com/investorrelations.

A replay of the call will be available via telephone through May 8, 2012. To access the replay, dial (888) 203-1112 in the United States / Canada and (719) 457-0820 outside the United States; then enter the access code 2849333.

About Non-GAAP Financial Measures

To supplement its consolidated financial statements, which statements are prepared and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the Company uses the following non-GAAP financial measures: adjusted G&A, adjusted operating income, adjusted net income and adjusted EPS.

The Company uses these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding the Company's performance by excluding certain expenses that may not be indicative of its recurring core business operating results and may help in comparing its current- period results with those of prior periods. Management believes that they and investors benefit from referring to these non-GAAP financial measures in assessing the Company's performance and when planning, forecasting and analyzing future periods. Management believes these non-GAAP financial measures are useful to investors because (1) they allow for transparency with respect to key metrics used by management in its financial and operational decision making and (2) they are used by institutional investors and the analyst community to help them analyze the results of the Company's business.

The material limitations of these non-GAAP financial measures are as follows: adjusted G&A, adjusted operating income, adjusted net income and adjusted EPS are not recognized terms under GAAP and do not purport to be alternatives to general and administrative expenses, operating income, net income or fully diluted earnings per share, respectively, as indicators of operating performance or any other GAAP measures. Moreover, because not all companies use identical measures and calculations, the presentation of these non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. The Company compensates for these limitations by using non-GAAP financial measures in conjunction with traditional GAAP financial measures.

The following is a description of the non-GAAP financial measures referenced above:

•	Adjusted G&A . Adjusted G&A is defined as general and administrative expenses less the $10.8 million expense accrued in the first quarter of 2012 in connection with a pending legal settlement (the “Settlement Expense”). In April 2012, the Company entered into a settlement agreement with the plaintiffs of the three cases consolidated under Stevens v. Bridgepoint Education, Inc to settle the plaintiff's claims. The settlement agreement remains subject to approval by the judge overseeing the consolidated cases.	
		
•	Adjusted operating income . Adjusted operating income is defined as operating income plus the Settlement Expense.	
		
•	Adjusted net income . Adjusted net income is defined as net income plus the net income effect of the Settlement Expense.	
		
•	Adjusted EPS . Adjusted EPS is defined to mean adjusted net income divided by the fully diluted weighted average shares outstanding for the applicable period.	

These non-GAAP financial measures have been reconciled to the related GAAP financial measures as required under the rules and regulations promulgated by the U.S. Securities and Exchange Commission. See “Reconciliation of Non-GAAP Measures” below.

About Bridgepoint Education

Bridgepoint Education, Inc. (NYSE:BPI) improves the way individuals learn. By harnessing creativity, knowledge and proprietary technologies, such as Constellation, Thuze, and Waypoint Outcomes, Bridgepoint Education has re-engineered the modern student experience with innovative solutions that advance learning. Its accredited institutions - Ashford University and University of the Rockies - embody the contemporary college experience. Ashford University offers associate's, bachelor's and master's degree programs while University of the Rockies offers master's and doctoral degree programs. Both provide progressive online platforms, as well as traditional campuses located in Clinton, Iowa (Ashford University), and Colorado Springs, Colorado (University of the Rockies). For more information about Bridgepoint Education, call Paul Goodson, Associate Vice President of Investor Relations at (858) 848-3312.

Forward-Looking Statements

This news release contains forward-looking statements including, without limitation, the Company's 2012 outlook and related commentary. These statements involve risks and uncertainties, and the Company's actual performance may differ materially from those expressed in or suggested by such statements. Risks and uncertainties include, without limitation:

•	failure to comply with the extensive regulatory framework applicable to the Company and its institutions, including Title IV of the Higher Education Act and its regulations, state laws and regulatory requirements, and accrediting agency requirements;	
		
•	adverse regulatory or legislative changes affecting the Company's institutions;	
		
•	the imposition of fines or other corrective measures against the Company's institutions;	
		
•	competition in the postsecondary education market and its potential impact on the Company's market share and recruiting costs; and	
		
•	reputational and other risks related to potential compliance audits, regulatory actions, negative publicity or service disruptions.	

More information on potential factors that could affect the Company's performance is included from time to time in the “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company's periodic reports filed with the SEC, including the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, to be filed with the SEC. Forward-looking statements are made on the basis of management's views and assumptions regarding future events and business performance as of the time the statements are made, and the Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates, except as required by law.

BRIDGEPOINT EDUCATION, INC.
Condensed Consolidated Statements of Income
(In thousands, except per share amounts)
(Unaudited)

	
								
 	Three Months Ended
March 31,	
 	2012	 	2011	
Revenue	$	250,437		 	$	229,432		
Costs and expenses:	 	 	 	
Instructional costs and services	68,475		 	55,809		
Marketing and promotional	80,063		 	58,966		
General and administrative	49,546		 	28,545		
Total costs and expenses	198,084		 	143,320		
Operating income	52,353		 	86,112		
Other income, net	683		 	673		
Income before income taxes	53,036		 	86,785		
Income tax expense	19,995		 	32,866		
Net income	$	33,041		 	$	53,919		
Earnings per share:	 	 	 	
Basic	$	0.64		 	$	1.02		
Diluted	0.59		 	0.92		
Weighted average number of common shares outstanding used in computing earnings per share:	 	 	 	
Basic	52,008		 	52,976		
Diluted	56,203		 	58,583		

BRIDGEPOINT EDUCATION, INC.
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)

	
								
 	As of
March 31, 2012	 	As of
December 31, 2011	
ASSETS	 	 	 	
Current assets:	 	 	 	
Cash and cash equivalents	$	162,148		 	$	133,921		
Restricted cash	25		 	25		
Investments	164,562		 	153,779		
Accounts receivable, net	92,853		 	62,156		
Deferred income taxes	5,441		 	5,429		
Prepaid expenses and other current assets	17,864		 	17,199		
Total current assets	442,893		 	372,509		
Property and equipment, net	92,082		 	89,667		
Investments	115,431		 	119,507		
Student loans receivable, net	12,065		 	9,255		
Goodwill and intangibles, net	8,378		 	7,037		
Deferred income taxes	10,805		 	11,200		
Other long-term assets	2,517		 	4,461		
Total assets	$	684,171		 	$	613,636		
LIABILITIES AND STOCKHOLDERS' EQUITY	 	 	 	
Current liabilities:	 	 	 	
Accounts payable	$	4,651		 	$	8,961		
Accrued liabilities	67,409		 	40,205		
Deferred revenue and student deposits	189,169		 	185,446		
Total current liabilities	261,229		 	234,612		
Rent liability	19,741		 	16,595		
Other long-term liabilities	8,980		 	8,781		
Total liabilities	289,950		 	259,988		
Total stockholders' equity	394,221		 	353,648		
Total liabilities and stockholders' equity	$	684,171		 	$	613,636		

BRIDGEPOINT EDUCATION, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

	
								
 	Three Months Ended
March 31,	
 	2012	 	2011	
Cash flows from operating activities	 	 	 	
Net income	$	33,041		 	$	53,919		
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	
Provision for bad debts	14,945		 	11,595		
Depreciation and amortization	4,095		 	2,722		
Amortization of premium/discount	1,754		 	587		
Stock-based compensation	2,497		 	1,787		
Excess tax benefit of option exercises	(3,588	)	 	(3,737	)	
Loss on disposal of fixed assets	—		 	10		
Changes in operating assets and liabilities:	 	 	 	
Accounts receivable	(46,053	)	 	(28,449	)	
Prepaid expenses and other current assets	(459	)	 	2,070		
Student loans receivable	(2,399	)	 	(663	)	
Other long-term assets	1,944		 	38		
Accounts payable and accrued liabilities	27,505		 	27,093		
Deferred revenue and student deposits	3,723		 	12,909		
Other liabilities	3,345		 	1,579		
Net cash provided by operating activities	40,350		 	81,460		
Cash flows from investing activities	 	 	 	
Capital expenditures	(7,236	)	 	(5,170	)	
Purchases of investments	(36,573	)	 	(53,930	)	
Capitalized curriculum development costs	(1,638	)	 	(529	)	
Sales and maturities of investments	28,923		 	10,000		
Net cash used in investing activities	(16,524	)	 	(49,629	)	
Cash flows from financing activities	 	 	 	
Proceeds from the exercise of stock options	813		 	422		
Excess tax benefit of option exercises	3,588		 	3,737		
Proceeds from the exercise of warrants	—		 	19		
Repurchase of common stock	—		 	(12,711	)	
Net cash provided by (used in) financing activities	4,401		 	(8,533	)	
Net increase in cash and cash equivalents	28,227		 	23,298		
Cash and cash equivalents at beginning of period	133,921		 	188,518		
Cash and cash equivalents at end of period	$	162,148		 	$	211,816		

BRIDGEPOINT EDUCATION, INC.
Reconciliation of Non-GAAP Measures - Historical
(In thousands, except per share amounts)
(Unaudited)

	
				
 	Three Months Ended March 31, 2012	
General and administrative expenses	$	49,546		
Adjustment for settlement expense	10,800		
Adjusted general and administrative expenses	$	38,746		
 	 	
 	Three Months Ended March 31, 2012	
Operating income	$	52,353		
Adjustment for settlement expense	10,800		
Adjusted operating income	$	63,153		
 	 	
 	Three Months Ended March 31, 2012	
Net income	$	33,041		
Adjustment for settlement expense	6,729		
Adjusted net income	$	39,770		
 	 	
 	Three Months Ended March 31, 2012	
Fully diluted earnings per share	$	0.59		
Adjustment for settlement expense	0.12		
Adjusted fully diluted earnings per share	$	0.71		

BRIDGEPOINT EDUCATION, INC.
Reconciliation of Non-GAAP Measures - Forward Looking
(In thousands, except per share amounts)
(Unaudited)

	
																				
2012 Outlook:	GAAP	 	Settlement Expense Adjustment	 	Adjusted	
 	 	 	 	 	 	 	 	 	 	
Net income	$	131,480		-	$	136,940		 	$	6,729		 	$	138,209		-	$	143,669		
 	 	 	 	 	 	 	 	 	 	
Fully diluted earnings per share	$	2.33		-	$	2.43		 	$	0.12		 	$	2.45		-	$	2.55