Robert V. Prongay (#270796) 3 Casey E. Sadler (#274241) 1925 Century Park East, Suite 2100 Los Angeles, California Telephone: (310)

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1 Case :-cv-000-jls-dhb Document 1 Filed 0// Page 1 of 1 GLANCY BINKOW & GOLDBERG LLP Lionel Z. Glancy (#110) Robert V. Prongay (#09) Casey E. Sadler (#1) 5 Century Park East, Suite 0 Los Angeles, California Telephone: () Facsimile: () Attorneys for Plaintiff 9 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF CALIFORNIA 1 NELDA ZAMIR, Individually and on Case No.: Behalf of All Others Similarly 1 Situated, 1 CLASS ACTION COMPLAINT Plaintiff, FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 1 v. JURY TRIAL DEMANDED 1 BRIDGEPOINT EDUCATION, INC., 1 ANDREW S. CLARK, and DANIEL J. DEVINE, 0 Defendants

2 Case :-cv-000-jls-dhb Document 1 Filed 0// Page of 1 Plaintiff Nelda Zamir ( Plaintiff ), by and through her attorneys, alleges the following upon information and belief, except as to those allegations concerning Plaintiff, which are alleged upon personal knowledge. Plaintiff s information and 5 belief is based upon, among other things, her counsel s investigation, which includes without limitation: (a) review and analysis of regulatory filings made by BRIDGEPOINT EDUCATION, INC. ( Bridgepoint or the Company ), with the 9 United States Securities and Exchange Commission ( SEC ); (b) review and analysis of press releases and media reports issued by and disseminated by 1 Bridgepoint; and (c) review of other publicly available information concerning 1 Bridgepoint. 1 NATURE OF THE ACTION AND OVERVIEW 1 1. This is a class action on behalf of purchasers of Bridgepoint securities 1 between August, 01 and May 0, 01, inclusive (the Class Period ), seeking 1 to pursue remedies under the Securities Exchange Act of (the Exchange 0 Act ). 1. Bridgepoint is a for-profit provider of postsecondary education services. The Company s academic institutions include Ashford University and University of the Rockies, as well as online institutions. The Company s institutions 5 deliver programs primarily online, as well as at their traditional campuses.. On May 1, 01, the Company issued a press release announcing that I the Company would be unable to timely file its Quarterly Report for the 01 fiscal 00.1 CLASS ACTION COMPLAINT 1

3 Case :-cv-000-jls-dhb Document 1 Filed 0// Page of 1 first quarter. The Company revealed that on May, 01, the SEC had informed the Company that a reassessment of its revenue recognition policy was necessary. Specifically, the SEC required the Company to reassess whether collectability is 5 reasonably assured on a student-by-student basis when recognizing revenue subsequent to a student s initial enrollment with the Company s institutions upon certain changes in circumstances, such as when a student loses financial aid 9 eligibility. The Company preliminarily estimated that application of a student-by- student reassessment during the quarter, ended March 1, 01, resulted in a 1 decrease in revenue and bad debt expense of $0. million and $0. million, 1 respectively. Additionally, the Company announced it was evaluating whether a 1 restatement of prior financial statements would be necessary. 1. On this news, shares of Bridgepoint declined $1.1 per share, nearly 1 9%, to close on May 1, 01, at $1.51 per share, on unusually heavy volume On May 0, 01, Bridgepoint filed a current report with the SEC on 0 Form -K announcing that the Company s management had determined that its 1 financial statements filed with the SEC the years ended December 1, 0 and December 1, 01, as well as the financial statements issued for the quarters ended March 1, 01, June 0, 01 and September 0, 01, should no longer be relied 5 upon. According to the Company, these financial statements contained errors related to revenue recognition that resulted in material misstatements of revenue, bad debt expense and accounts receivable. Specifically, the Company disclosed that 00.1 CLASS ACTION COMPLAINT

4 Case :-cv-000-jls-dhb Document 1 Filed 0// Page of 1 its process for analyzing the collectability criterion for revenue recognition was not designed appropriately to reassess collectability of funds owed by students, on a student-by-student basis, throughout the period that revenue was recognized by the 5 Company s institutions. In addition, the Company disclosed that it had failed to maintain effective internal controls over the presentation of certain funds as restricted cash. 9. On this news, shares of Bridgepoint declined $0.1 per share, over 1%, to close on June, 01, at $1. per share, on unusually heavy volume. 1. Throughout the Class Period, Defendants made false and/or misleading 1 statements, as well as failed to disclose material adverse facts about the Company s 1 business, operations, and prospects. Specifically, Defendants made false and/or 1 misleading statements and/or failed to disclose: (1) that the Company had applied an 1 improper revenue recognition methodology to assess collectability of funds owed by 1 students; () that, as a result, the Company s revenues and financial results were 0 overstated; () that, as such, the Company s financial statements were not prepared 1 in accordance with Generally Accepted Accounting Principles ( GAAP ); () that the Company lacked adequate internal and financial controls; and (5) that, as a result of the foregoing, the Company s financial statements were materially false and 5 misleading at all relevant times CLASS ACTION COMPLAINT

5 Case :-cv-000-jls-dhb Document 1 Filed 0// Page 5 of 1. As a result of Defendants wrongful acts and omissions, and the precipitous decline in the market value of the Company s securities, Plaintiff and other Class members have suffered significant losses and damages. 5 JURISDICTION AND VENUE 9. The claims asserted herein arise under Sections (b) and 0(a) of the Exchange Act ( U.S.C. j(b) and t(a)) and Rule b-5 promulgated 9 thereunder by the SEC (1 C.F.R. 0.b-5).. This Court has jurisdiction over the subject matter of this action 1 pursuant to U.S.C. 11 and Section of the Exchange Act ( U.S.C. aa). 1. Venue is proper in this Judicial District pursuant to U.S.C. 1(b) 1 and Section of the Exchange Act ( U.S.C. aa(c)). Substantial acts in 1 furtherance of the alleged fraud or the effects of the fraud have occurred in this 1 Judicial District. Many of the acts charged herein, including the preparation and 1 dissemination of materially false and/or misleading information, occurred in 0 substantial part in this Judicial District. Additionally, Bridgepoint s principal 1 executive offices are located within this Judicial District. 1. In connection with the acts, transactions, and conduct alleged herein, Defendants directly and indirectly used the means and instrumentalities of interstate 5 commerce, including the United States mail, interstate telephone communications, and the facilities of a national securities exchange CLASS ACTION COMPLAINT

6 Case :-cv-000-jls-dhb Document 1 Filed 0// Page of 1 PARTIES 1. Plaintiff Nelda Zamir, as set forth in the accompanying certification, incorporated by reference herein, purchased Bridgepoint common stock during the 5 Class Period, and suffered damages as a result of the federal securities law violations and false and/or misleading statements and/or material omissions alleged herein Defendant Bridgepoint is a Delaware corporation with its principal executive offices located at 1500 Evening Creek Drive North, San Diego, 1 California Defendant Andrew S. Clark ( Clark ) was, at all relevant times, Chief 1 Executive Officer ( CEO ) and a director of Bridgepoint Defendant Daniel J. Devine ( Devine ) was, at all relevant times, Chief 1 Financial Officer ( CFO ) of Bridgepoint Defendants Clark and Devine are collectively referred to hereinafter as 0 the Individual Defendants. The Individual Defendants, because of their positions 1 with the Company, possessed the power and authority to control the contents of Bridgepoint s reports to the SEC, press releases and presentations to securities analysts, money and portfolio managers and institutional investors, i.e., the market. 5 Each defendant was provided with copies of the Company s reports and press releases alleged herein to be misleading prior to, or shortly after, their issuance and had the ability and opportunity to prevent their issuance or cause them to be 00.1 CLASS ACTION COMPLAINT 5

7 Case :-cv-000-jls-dhb Document 1 Filed 0// Page of corrected. Because of their positions and access to material non-public information available to them, each of these defendants knew that the adverse facts specified herein had not been disclosed to, and were being concealed from, the public, and that the positive representations which were being made were then materially false and/or misleading. The Individual Defendants are liable for the false statements pleaded herein, as those statements were each group-published information, the result of the collective actions of the Individual Defendants. SUBSTANTIVE ALLEGATIONS Background 1. Bridgepoint is a for-profit provider of postsecondary education services. The Company s academic institutions include Ashford University and University of the Rockies, as well as online institutions. The Company s institutions deliver programs primarily online, as well as at their traditional campuses. Materially False and Misleading Statements Issued During the Class Period The Class Period begins on August, 01. On this day, the Company issued a press release entitled, Bridgepoint Education Reports Second Quarter 01 Results. Therein, the Company, in relevant part, stated: Bridgepoint Education (NYSE:BPI), a provider of postsecondary education services, announced today its results for the three months ended June 0, 01. Highlights for the second quarter ended June 0, 01, are as follows: Total student enrollment at period end was 9,0. Revenue increased to $5. million from $9.9 million for the same period in CLASS ACTION COMPLAINT

8 Case :-cv-000-jls-dhb Document 1 Filed 0// Page of Operating income decreased to $5.5 million from $.5 million for the same period in 0. Net income was $.5 million compared with $5.1 million for the same period in 0. Fully diluted earnings per share was $0. compared with $0.90 for the same period in 0. Student Enrollment Total student enrollment at Bridgepoint Education s academic institutions, Ashford University and University of the Rockies, was 9,0 students at June 0, 01, compared with,55 students at the end of the second quarter of 0. New student enrollments for the second quarter of 01 at Bridgepoint Education s academic institutions were approximately,00 compared with new student enrollments of approximately,050 for the same period in 0. Financial Results Revenue for the second quarter of 01 was $5. million, compared with revenue of $9.9 million for the same period in 0. Revenue for the six months ended June 0, 01, was $50. million, compared to $9. million for the same period in 0. Operating income for the second quarter of 01 was $5.5 million compared with operating income of $.5 million for the same period in 0. Operating income for the six months ended June 0, 01 was $1.9 million compared to $1. million for the same period in 0. Net income for the second quarter of 01 was $.5 million compared with net income of $5.1 million for the same period in 0. Net income for the six months ended June 0, 01 was $0.5 million compared to $.1 million for the same period in 0. Fully diluted earnings per share for the second quarter of 01 was $0. compared with $0.90 for the same period in 0. Fully diluted earnings per share for the six months ended June 0, 01, was $1. compared with $1. for the same period in 0. The Company s effective tax rate for the second quarter of 01 was.9%. Balance Sheet and Cash Flow As of June 0, 01, the Company had cash, cash equivalents and marketable securities of $0. million, compared with $0. million as of December 1, 0. The Company generated $. million of cash from operating activities in the six months ended June 0, 01, compared with $. million for the same period in CLASS ACTION COMPLAINT

9 Case :-cv-000-jls-dhb Document 1 Filed 0// Page 9 of Full-Year 01 Outlook The Company has elected to suspend, until further notice, its practice of providing full-year financial and operating guidance due to reduced visibility arising from recent regulatory developments. 0. On August, 01, Bridgepoint filed its Quarterly Report with the I SEC on Form -Q for the 01 fiscal second quarter. The Company s Form -Q was signed by Defendant Devine and reaffirmed the Company s financial results previously announced that day. The Form -Q also contained required Sarbanes- Oxley certifications, signed by Defendants Clark and Devine, who certified: 1. I have reviewed this Quarterly Report on Form -Q of Bridgepoint Education, Inc.;. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;. The registrant s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 1a-(e) and d-(e)) and internal control over financial reporting (as defined in Exchange Act Rules 1a(f) and d-(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 00.1 CLASS ACTION COMPLAINT

10 Case :-cv-000-jls-dhb Document 1 Filed 0// Page of 1 b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with 5 generally accepted accounting principles; c. Evaluated the effectiveness of the registrant s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such 9 evaluation; and d. Disclosed in this report any change in the registrant s internal control over financial reporting that occurred during the 1 registrant s most recent fiscal quarter (the registrant s fourth fiscal quarter in the case of an annual report) that has materially 1 affected, or is reasonably likely to materially affect, the 1 registrant s internal control over financial reporting; and 5. The registrant s other certifying officer(s) and I have disclosed, based 1 on our most recent evaluation of internal control over financial reporting, to the registrant s auditors and the audit committee of the 1 registrant s board of directors (or persons performing the equivalent 1 functions): a. All significant deficiencies and material weaknesses in the 0 design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant s 1 ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant s internal control over financial reporting CLASS ACTION COMPLAINT 9

11 Case :-cv-000-jls-dhb Document 1 Filed 0// Page of On November 5, 01, the Company issued a press release entitled, Bridgepoint Education Reports Third Quarter 01 Results. Therein, the Company, in relevant part, stated: Bridgepoint Education, Inc. (NYSE:BPI), a provider of postsecondary education services, today announced its results for the three and nine months ended September 0, 01. The company also reported that Dr. Gregory Geoffroy joined the Ashford University Board of Trustees on October 5, 01 and on November, 01 he was elected to serve as its new chairman beginning in March of 01. Dr. Geoffroy brings a distinguished career in higher education to the Ashford Board of Trustees. He is president emeritus of Iowa State University in Ames, Iowa, where he currently serves as a professor of chemistry and where he spent the previous ten years as the institution s president. During Dr. Geoffroy s tenure as president, Iowa State expanded student diversity, saw major improvements to its campus infrastructure, and established the Bioeconomy Institute. Our academic institutions are committed to being leaders in affordability, access, academic quality and student success. The election of Dr. Geoffroy to lead Ashford University s Board of Trustees, and the recent appointment of Dr. Richard Pattenaude as president of Ashford, demonstrate our steadfast commitment to these critical national goals, and will enhance the leadership of Ashford University, said Andrew Clark, CEO of Bridgepoint Education. Third Quarter Results Highlights for the third quarter ended September 0, 01, are as follows: Total student enrollment at period end was 91,5. Revenue increased to $5.1 million from $. million for the same period in 0. Operating income decreased to $9. million from $9. million for the same period in 0. Net income was $1. million compared with net income of $. million for the same period in 0. Fully diluted earnings per common share was $0.5 compared with $0. for the same period in 0. Student Enrollment Total student enrollment at the Company s academic institutions, Ashford University and University of the Rockies, was 91,5 students 00.1 CLASS ACTION COMPLAINT

12 Case :-cv-000-jls-dhb Document 1 Filed 0// Page 1 of at September 0, 01, compared with 90,59 students for the same period in 0. New student enrollments for the third quarter of 01 at Bridgepoint Education s academic institutions were approximately 0,500 compared with combined new student enrollments of approximately,000 for the same period in 0. Financial Results Revenue for the third quarter of 01 was $5.1 million compared with revenue of $. million for the same period in 0. Revenue for the nine months ended September 0, 01, was $5. million compared with revenue of $1.1 million for the same period in 0. Operating income for the third quarter of 01 was $9. million compared with operating income of $9. million for the same period in 0. Operating income for the nine months ended September 0, 01, was $1. million compared with operating income of $. million for the same period in 0. Net income for the third quarter of 01 was $1. million compared with net income of $. million for the same period in 0. Net income for the nine months ended September 0, 01, was $1.9 million compared with net income of $.9 million for the same period in 0. Fully diluted earnings per common share for the third quarter of 01 was $0.5 compared with fully diluted earnings per common share of $0. for the same period in 0. Fully diluted earnings per common share for the nine months ended September 0, 01, was $.00 compared with fully diluted earnings per common share of $.0 for the same period in 0. The Company s effective tax rate for the third quarter of 01 was.0%. Balance Sheet and Cash Flow As of September 0, 01, the Company had cash, cash equivalents and marketable securities of $1. million, compared with $0. million as of December 1, 0. The Company generated $9. million of cash from operating activities for the nine months ended September 0, 01, compared with $1. million for the same period in 0.. On November 5, 01, Bridgepoint filed its Quarterly Report with the SEC on Form -Q for the 01 fiscal third quarter. The Company s Form -Q was signed by Defendant Devine, and reaffirmed the Company s financial results I previously announced that day. The Company s Form -Q also contained 00.1 CLASS ACTION COMPLAINT

13 Case :-cv-000-jls-dhb Document 1 Filed 0// Page 1 of Sarbanes-Oxley required certifications, signed by Defendants Clark and Devine, substantially similar to the certifications contained in 0, supra.. On March 1, 01, the Company issued a press release entitled, Bridgepoint Education Reports Full Year 01 Results. Therein, the Company, in relevant part, stated: Bridgepoint Education, Inc. (NYSE:BPI), a provider of postsecondary education services, announced the results for its fourth quarter and full year ended December 1, 01. Highlights for the fourth quarter ended December 1, 01: Revenue decreased to $09. million from $1. million for the same period in 0. Operating income decreased to $5.1 million from $5. million for the same period in 0. Net income decreased to $1.0 million from $.9 million for the same period in 0. Fully diluted earnings per common share decreased to $0.9 from $0.1 for the same period in 0. Highlights for the full year ended December 1, 01: Total student enrollment decreased to 1, from, at December 1, 0. Revenue increased to $9. million from $9. million for 0. Operating income decreased to $0. million from $. million for 0. Net income was $1.0 million compared with net income of $1. million for 0. Fully diluted earnings per common share was $.9 compared with $.0 for 0. Student Enrollment Total student enrollment at the Company s academic institutions, Ashford University and University of the Rockies, was 1, at December 1, 01, compared with, students at the end of the fourth quarter of 0. Combined new student enrollments for the fourth quarter of 01 at both of the Company s academic institutions 00.1 CLASS ACTION COMPLAINT 1

14 Case :-cv-000-jls-dhb Document 1 Filed 0// Page 1 of were approximately 9,0, compared with combined new student enrollments of approximately 1,500 for the fourth quarter of 0. Financial Results Effective in the fourth quarter of 01, the Company made changes in the presentation of its operating expenses. The Company determined that these changes would better reflect industry practice and would provide more meaningful information as well as increased transparency to its operations. The Company also believes that the reclassification better represents the operational changes and the business initiatives that have been implemented. The Company has reclassified prior periods to conform to the new presentation. Revenue for the fourth quarter of 01 was $09. million, compared with revenue of $1. million for the fourth quarter of 0. Revenue for the year ended December 1, 01, was $9. million, compared with revenue of $9. million for the year ended December 1, 0. Operating income for the fourth quarter of 01, was $5.1 million, compared with $5. million for the same period in 0. Operating income for the year ended December 1, 01, was $0. million, compared with $. million for the year ended December 1, 0. Net income for the fourth quarter of 01 was $1.0 million, compared with net income of $.9 million for the fourth quarter of 0. Net income for the year ended December 1, 01, was $1.0 million, compared with net income of $1. million for the year ended December 1, 0. Fully diluted earnings per common share for the fourth quarter of 01 was $0.9 compared with fully diluted earnings per common share of $0.1 for the fourth quarter of 0. Fully diluted earnings per common share for the year ended December 1, 01, was $.9, compared with fully diluted earnings per common share of $.0 for the year ended December 1, 0. The Company s effective tax rate for the year ended December 1, 01, was.9%. The Company anticipates a.5% tuition increase for online students at Ashford University for courses beginning on or after April 1, 01. Balance Sheet and Cash Flow As of December 1, 01, the Company had cash, cash equivalents and investments of $51. million, compared with $0. million as of December 1, 0. The Company generated $1. million of cash from operating activities for the year ended December 1, 01, compared with $0. million for the year ended December 1, 0.. On March 1, 01, Bridgepoint filed its Annual Report with the SEC on Form -K for the 01 fiscal year The Company s Form -K was signed by 00.1 CLASS ACTION COMPLAINT 1

15 Case :-cv-000-jls-dhb Document 1 Filed 0// Page of Defendants Clark and Devine, and reaffirmed the Company s financial results previously announced that day. The Company s Form -K also contained Sarbanes-Oxley required certifications, signed by Defendants Clark and Devine, substantially similar to the certifications contained in 0, supra. 5. On May, 01, the Company issued a press release entitled, Bridgepoint Education Reports First Quarter 01 Results. Company, in relevant part, stated: Bridgepoint Education (NYSE:BPI), a provider of postsecondary education services, announced its results for the first quarter ended March 1, 01. Therein, the Highlights for the first quarter ended March 1, 01, are as follows: Total student enrollment at period end was,. Revenue was $.0 million compared to $50. million for the same period in 01. Operating income was $. million compared to $5. million for the same period in 01. Net income was $.5 million compared to $.0 million for the same period in 01. Fully diluted earnings per share was $0. compared to $0.59 for the same period in 01. Student Enrollment Total student enrollment at Bridgepoint Education s academic institutions, Ashford University and University of the Rockies, was, students at March 1, 01, compared with 9, students at the end of the first quarter of 01. New student enrollments for the first quarter of 01 at Bridgepoint Education s academic institutions were approximately 1,00 compared with combined new student enrollments of approximately,5 for the same period in 01. Financial Results Revenue for the first quarter of 01 was $.0 million, compared with revenue of $50. million for the same period in CLASS ACTION COMPLAINT 1

16 Case :-cv-000-jls-dhb Document 1 Filed 0// Page 1 of Operating income for the first quarter of 01 was $. million compared with operating income of $5. million for the same period in 01. Net income for the first quarter of 01 was $.5 million compared with net income of $.0 million for the same period in 01. Fully diluted earnings per share for the first quarter of 01 was $0. compared with fully diluted earnings per share of $0.59 for the same period in 01. The Company s effective tax rate for the first quarter of 01 was 9.%. As of March 1, 01, the Company had cash and total investments of $5.9 million, compared with $51. million as of December 1, 01. The Company generated $. million of cash from operating activities in the first quarter of 01, compared with $0. million for the same period in 01.. On May, 01, Bridgepoint filed its Quarterly Report with the SEC on Form -Q the 01 fiscal first quarter. The Company s Form -Q was signed by Defendant Devine and reaffirmed the Company s financial results previously announced on May, 01. The Company s Form -Q also contained Sarbanes- Oxley required certifications, signed by Defendants Clark and Devine, substantially similar to the certifications contained in 0, supra.. On August, 01, the Company issued a press release entitled, Bridgepoint Education Reports Second Quarter 01 Results. Therein, the Company, in relevant part, stated: Bridgepoint Education (NYSE:BPI), a provider of postsecondary education services, announced today its results for the three months ended June 0, 01. Highlights for the second quarter ended June 0, 01, are as follows: Total student enrollment at period end was 1,5. Revenue was $. million compared with $5. million for the same period in CLASS ACTION COMPLAINT

17 Case :-cv-000-jls-dhb Document 1 Filed 0// Page 1 of Operating income was $1.0 million compared with $. million for the same period in 01. Net income was $. million compared with $. million for the same period in 01. Fully diluted earnings per share was $0. compared with $0. for the same period in 01. Over the last year, Bridgepoint Education has made major investments across its entire spectrum of operations, with the goal of enhancing educational quality, improving student outcomes, and supporting the success of our students as they progress toward earning their degrees. These enhancements, together with affordable tuition, strongly position Ashford as a top choice for students seeking a high quality and affordable option for completing their education, said Andrew Clark, CEO of Bridgepoint Education. Student Enrollment Total student enrollment at Bridgepoint Education s academic institutions, Ashford University and University of the Rockies, was 1,5 students at June 0, 01, compared with 9,0 students at the end of the second quarter of 01. New student enrollments for the second quarter of 01 at Bridgepoint Education s academic institutions were approximately,00 compared with new student enrollments of approximately,00 for the same period in 01. Financial Results Revenue for the second quarter of 01 was $. million, compared with revenue of $5. million for the same period in 01. Revenue for the six months ended June 0, 01, was $. million, compared to $50. million for the same period in 01. Operating income for the second quarter of 01 was $1.0 million compared with operating income of $. million for the same period in 01. Operating income for the six months ended June 0, 01 was $59. million compared to $9. million for the same period in 01. Net income for the second quarter of 01 was $. million compared with net income of $. million for the same period in 01. Net income for the six months ended June 0, 01 was $. million compared to $5. million for the same period in 01. Fully diluted earnings per share for the second quarter of 01 was $0. compared with $0. for the same period in 01. Fully diluted earnings per share for the six months ended June 0, 01, was $0. compared with $1. for the same period in 01. The results for the second quarter of 01 include a pre-tax charge of $5.9 million for severance, which had an impact on second quarter earnings equal to $0.0 per diluted share CLASS ACTION COMPLAINT 1

18 Case :-cv-000-jls-dhb Document 1 Filed 0// Page 1 of The Company s effective tax rate for the second quarter of 01 was 9.%. Balance Sheet and Cash Flow As of June 0, 01, the Company had cash, cash equivalents and marketable securities of $5. million, compared with $51. million as of December 1, 01. The Company generated $. million of cash from operating activities in the six months ended June 0, 01, compared with $. million for the same period in 01.. On August, 01, Bridgepoint filed its Quarterly Report with the SEC on Form -Q the 01 fiscal second quarter. The Company s Form -Q was signed by Defendant Devine and reaffirmed the Company s financial results previously announced that day. The Company s Form -Q also contained Sarbanes-Oxley required certifications, signed by Defendants Clark and Devine, substantially similar to the certifications contained in 0, supra. 9. On November 5, 01, the Company issued a press release entitled, Bridgepoint Education Reports Third Quarter 01 Results. Therein, the Company, in relevant part, stated: Bridgepoint Education (NYSE:BPI), a provider of postsecondary education services, announced today its results for the three months ended September 0, 01. Highlights for the third quarter ended September 0, 01, are as follows: Total student enrollment at period end was,5. Revenue was $. million compared with $5.1 million for the same period in 01. Operating income was $1.9 million compared with $.1 million for the same period in 01. Net income was $.1 million compared with $9. million for the same period in CLASS ACTION COMPLAINT 1

19 Case :-cv-000-jls-dhb Document 1 Filed 0// Page of Fully diluted earnings per share was $0.1 compared with $0.5 for the same period in 01. With its worldwide recognition as a well respected business authority, I know the Forbes alliance will provide our business students with new resources that are highly relevant to their careers, and reinforce Ashford s reputation of offering high quality degree programs that are affordable, said Andrew Clark, CEO of Bridgepoint Education. Ashford University Receives Update from Department of Education On November, 01, the Department of Education notified Ashford University that the Department will approve Ashford s change in accreditor, recognizing the Western Association of Schools and Colleges (WASC) as Ashford University s accreditor, along with the renewal of certification for continued participation in the Title IV, HEA programs. The Department anticipates completing its review and approval of Ashford s application for change in accreditor, and issuing a new Program Participation Agreement, within the next few weeks. Student Enrollment Total student enrollment at Bridgepoint Education s academic institutions, Ashford University and University of the Rockies, was,5 students at September 0, 01, compared with 91,5 students at the end of the third quarter of 01. New student enrollments for the third quarter of 01 at Bridgepoint Education s academic institutions were approximately 1,500 compared with new student enrollments of approximately 0,500 for the same period in 01. Financial Results Revenue for the third quarter of 01 was $. million, compared with revenue of $5.1 million for the same period in 01. Revenue for the nine months ended September 0, 01, was $05. million, compared to $5. million for the same period in 01. Operating income for the third quarter of 01 was $1.9 million compared with operating income of $.1 million for the same period in 01. Operating income for the nine months ended September 0, 01 was $. million compared to $1.5 million for the same period in 01. Net income for the third quarter of 01 was $.1 million compared with net income of $9. million for the same period in 01. Net income for the nine months ended September 0, 01 was $.5 million compared to $5.0 million for the same period in 01. Fully diluted earnings per share for the third quarter of 01 was $0.1 compared with $0.5 for the same period in 00.1 CLASS ACTION COMPLAINT 1

20 Case :-cv-000-jls-dhb Document 1 Filed 0// Page 0 of I 01. Fully diluted earnings per share for the nine months ended September 0, 01, was $0.5 compared with $1. for the same period in 01. The results for the nine months ended September 0, 01 include a pre-tax charge of $5.9 million for severance, which had an impact on the year-to-date earnings equal to $0.0 per diluted share. The Company s effective tax rate for the third quarter of 01 was 5.%. Balance Sheet and Cash Flow As of September 0, 01, the Company had cash, cash equivalents and investments of $55. million, compared with $51. million as of December 1, 01. The Company generated $5. million of cash from operating activities in the nine months ended September 0, 01, compared with $9. million for the same period in 01. Forbes Alliance On October 1, 01, Bridgepoint Education and Ashford University entered into a license agreement with a subsidiary of Forbes Media LLC. Under the agreement, Ashford University s College of Business, both graduate and undergraduate, will be named the Forbes School of Business, and we have licensed certain trademarks and print and online content from Forbes, as well as other intellectual property, for use in Ashford s bachelor s and master s business programs. The alliance will offer Ashford s online students access to unique speaker events drawn from Forbes roster of more than 1,00 international contributors. The Forbes agreement has an initial 1-year term, with an option to renew for subsequent 1-year terms at our election, subject to certain conditions. We have made a one-time payment of $ million required by the agreement. Going forward we will pay royalties based on a percentage of annual revenues attributable to Ashford University s business-related programs, subject to a $.5 million annual minimum. 0. On November 5, 01, Bridgepoint filed its Quarterly Report with the SEC on Form -Q the 01 fiscal third quarter. The Company s Form -Q was signed by Defendant Devine and reaffirmed the Company s financial results previously announced that day. The Company s Form -Q also contained Sarbanes-Oxley required certifications, signed by Defendants Clark and Devine, substantially similar to the certifications contained in 0, supra CLASS ACTION COMPLAINT

21 Case :-cv-000-jls-dhb Document 1 Filed 0// Page 1 of On March, 01, the Company issued a press release entitled, Bridgepoint Education Reports Full Year 01 Results. Therein, the Company, in relevant part, stated: Bridgepoint Education, Inc. (NYSE:BPI), a provider of postsecondary education services, announced the results for its fourth quarter and full year ended December 1, 01. Highlights for the fourth quarter ended December 1, 01: Revenue of $1.5 million compared to $09. million for the same period in 01. Operating loss of $.9 million compared to operating income of $.9 million for the same period in 01. Net loss of $.5 million compared to net income of $1. million for the same period in 01. Fully diluted loss per common share of $0.1 compared to earnings per common share of $0. for the same period in 01. A legal accrual of $9.0 million increased general and administrative expenses and had an after-tax impact of $0. on fully diluted earnings. Highlights for the full year ended December 1, 01: Total student enrollment was, compared to 1, at December 1, 01. Revenue of $. million compared to $9. million for 01. Operating income of $0. million compared to $5.5 million for 01. Net income of $1.0 million compared to net income of $1. million for 01. Fully diluted earnings per common share of $0. compared to $.1 for 01. Throughout 01, our institutions focused on delivering a relevant and high-quality education to their students, said Andrew Clark, CEO of Bridgepoint Education. We are pleased with the positive response we have attracted from prospective students and plan to continue this focus in 01 and beyond. Student Enrollment Total student enrollment at the Company s academic institutions, Ashford University and University of the Rockies, was, at December 1, 01, compared with 1, students at the end of the fourth quarter of 01. Combined new student enrollments for the fourth quarter of 01 at both of the Company s academic institutions increased to approximately,00, compared with combined new student enrollments of approximately 9,0 for the fourth quarter of CLASS ACTION COMPLAINT 0

22 Case :-cv-000-jls-dhb Document 1 Filed 0// Page of Financial Results Revenue for the fourth quarter of 01 was $1.5 million, compared with revenue of $09. million for the fourth quarter of 01. Revenue for the year ended December 1, 01, was $. million, compared with revenue of $9. million for the year ended December 1, 01. Operating loss for the fourth quarter of 01 was $.9 million compared with operating income of $.9 million for the same period in 01. Operating income for the year ended December 1, 01, was $0. million, compared with $5.5 million for the year ended December 1, 01. Net loss for the fourth quarter of 01 was $.5 million compared with net income of $1. million for the fourth quarter of 01. Net income for the year ended December 1, 01, was $1.0 million, compared with net income of $1. million for the year ended December 1, 01. Fully diluted loss per common share for the fourth quarter of 01 was $0.1 compared with fully diluted earnings per common share of $0. for the fourth quarter of 01. Fully diluted earnings per common share for the year ended December 1, 01, was $0. compared with fully diluted earnings per common share of $.1 for the year ended December 1, 01. The results above include an accrual of $9.0 million, which represents our best estimate of the cost of a resolution of a previously disclosed civil investigative demand from the Iowa Attorney General, and had an after-tax impact of $0. on fully diluted earnings for the year ended December 1, 01. The Company s effective tax rate for the year ended December 1, 01, was 5.%. The Company online students April 1, 01. Balance Sheet and Cash Flow anticipates a 1.% tuition increase for undergraduate at Ashford University for courses beginning on or after As of December 1, 01, the Company had cash, cash equivalents and investments of $5. million, compared with $51. million as of December 1, 01. The Company generated $5.5 million of cash from operating activities for the year ended December 1, 01, compared with $1. million for the year ended December 1, 01. The Company s lower cash, cash equivalents and investments balance at December 1, 01 reflects the completion of a Tender Offer for the repurchase of.5 million shares in December 01 for approximately $01 million, inclusive of fees.. On March 1, 01, Bridgepoint filed its Annual Report with the SEC on Form -K for the 01 fiscal year The Company s Form -K was signed by Defendants Clark and Devine, and reaffirmed the Company s financial results 00.1 CLASS ACTION COMPLAINT 1

23 Case :-cv-000-jls-dhb Document 1 Filed 0// Page of previously announced on March, 01. The Company s Form -K also contained Sarbanes-Oxley required certifications, signed by Defendants Clark and Devine, substantially similar to the certifications contained in 0, supra.. The statements contained in - were materially false and/or misleading when made because defendants failed to disclose or indicate the following: (1) that the Company had applied an improper revenue recognition methodology to assess collectability of funds owed by students; () that, as a result, the Company s revenues and financial results were overstated; () that, as such, the Company s financial statements were not prepared in accordance with GAAP; () that the Company lacked adequate internal and financial controls; and (5) that, as a result of the foregoing, the Company s financial statements were materially false and misleading at all relevant times. Disclosures at the End of the Class Period. On May 1, 01, the Company issued a press release entitled, Bridgepoint Education Reports Preliminary First Quarter 01 Results. Therein, the Company, in relevant part, stated: Bridgepoint Education (NYSE:BPI), a provider of postsecondary education services, announced its preliminary results for the first quarter ended March 1, 01. Preliminary Financial Results Revenue for the first quarter of 01 of $.5 million. Operating loss for the first quarter of 01 of $.0 million. Net loss for the first quarter of 01 of $. million CLASS ACTION COMPLAINT

24 Case :-cv-000-jls-dhb Document 1 Filed 0// Page of Loss per share for the first quarter of 01 of $0.. The effective tax rate used to calculate the tax benefit for the quarter ended March 1, 01 was.%. As of March 1, 01, the Company had cash and total investments of $9. million. As we commented on our fourth quarter earnings call, first quarter revenue was similar to our th quarter 01 revenue due in part to the fewer number of revenue days in the first quarter, said Andrew Clark, CEO of Bridgepoint Education. Additionally, during the first quarter of 01, we saw an increase in sequential total enrollments and student retention brought about by a substantial investment in student outcomes. Notification of Inability to Timely File Quarterly Report on Form -Q The Company has determined it will be unable to file its Quarterly Report on Form -Q for the quarter ended March 1, 01 by the filing deadline of May 1, 01. The Company is working to quantify the impact of an outstanding comment the Company received from the Securities and Exchange Commission. The comment was received in connection with the SEC s review of the Company s periodic reports, and relates to the Company s revenue recognition policy and accounting for doubtful accounts. Specifically, the Company has historically not determined it necessary to reassess whether collectability is reasonably assured on a student-by-student basis when recognizing revenue subsequent to a student s initial enrollment with the Company s institutions. On May, 01, the SEC informed the Company that such a reassessment is required under accounting principles generally accepted in the United States upon certain changes in circumstances, such as when a student loses financial aid eligibility. Based on the Company s internal analysis to date, management has preliminarily estimated that application of a student-by-student reassessment during the quarter ended March 1, 01 resulted in decreases in revenue and bad debt expense of $0. million and $0. million, respectively. These adjustments are reflected in the preliminary results contained herein; however, the Company s analysis in not complete and these adjustments, and the preliminary results, may change. The Company is also evaluating whether the lack of a studentby-student reassessment (i) changes management s assessment of the effectiveness of the Company s internal control over financial reporting as of December 1, 01, or (ii) caused any previously issued quarterly or annual financial statements for the periods from January 1, 0 through December 1, 01 to be materially misstated. At this time, management is unable to conclude whether any previously issued financial statements are materially misstated. In the event any prior period is materially misstated, the financial statements for such period and those of subsequent periods will be required to be restated in an amendment to our Annual Report on Form -K for the year December 1, 01. Even if no prior period financial statements are materially misstated, our previously issued financial statements and our results for 00.1 CLASS ACTION COMPLAINT

25 Case :-cv-000-jls-dhb Document 1 Filed 0// Page 5 of the quarter ended March 1, 01 may be required to be revised on a prospective basis. Under the previous revenue recognition policy, revenues recognized subsequent to a student losing financial aid eligibility and not collected were included in our bad debt expense. Going forward our policy will exclude these revenues, and will result in a corresponding decrease in our bad debt expense that will be realized over the subsequent three quarters said Daniel Devine, CFO of Bridgepoint Education. Student Enrollment Total student enrollment at Bridgepoint Education s academic institutions, Ashford University and University of the Rockies, was,95 students at March 1, 01, compared with, students at the end of the first quarter of 01. (Emphasis in original). 5. On this news, shares of Bridgepoint declined $1.1 per share, nearly 9%, to close on May 1, 01, at $1.51 per share, on unusually heavy volume.. On May 0, 01, after the market closed, Bridgepoint filed a Current Report with the SEC on Form -K. Therein, the Company, in relevant part, stated: Item.0 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. On May, 01, the management of Bridgepoint Education, Inc. (the Company ) concluded that the Company s previously issued financial statements for the year ended December 1, 01, as well as for the interim periods included in that fiscal year (the Restated Periods ), should no longer be relied upon because of errors related to revenue recognition that resulted in material misstatements of revenue, bad debt expense and accounts receivable. Additionally, the Company s earnings and press releases and similar communications should no longer be relied upon to the extent that they relate to our financial statements for the Restated Periods. The errors described above will result in the restatement of our financial statements for the Restated Periods. Additionally, the errors will result in the revision of our financial statements for the years ended December 1, 01 and 0, as well as for each of the interim periods during 01 (the Revised Periods ). Restated and revised periods will also correct the presentation of certain funds as restricted cash. Our management has concluded that there are material weaknesses in internal control over financial reporting, as we did not maintain effective controls over the selection and application of accounting principles generally accepted in the United States ( GAAP ) related to revenue recognition and restricted cash. Specifically, the members of 00.1 CLASS ACTION COMPLAINT

26 Case :-cv-000-jls-dhb Document 1 Filed 0// Page of our management team with the requisite level of accounting knowledge, experience and training commensurate with our financial reporting requirements did not analyze certain accounting issues at the level of detail required to ensure the proper application of GAAP in certain circumstances. One material weakness related to our failure to maintain effective internal controls over the accounting for revenue recognition. Specifically, the process for analyzing the collectibility criterion for revenue recognition was not designed appropriately to reassess collectibility of funds owed by students, on a student-bystudent basis, throughout the period revenue was recognized by the Company s institutions. The other material weakness related to our failure to maintain effective internal controls over the presentation of certain funds as restricted cash. Our management has re-evaluated its assessment of our disclosure controls and procedures and internal control over financial reporting as of December 1, 01 and concluded each was ineffective as of December 1, 01. As soon as practicable, we intend to amend our Form -K for the year ended December 1, 01 (the Original Filing ) to reflect the restatement of our financial statements for the Restated Periods and the change in management s conclusion regarding the effectiveness of our disclosure controls and procedures and internal control over financial reporting as of December 1, 01 (the Amended Form -K ). As a result, we will not file our -Q for the three months ending March 1, 01 (the Form -Q ) until promptly after the filing of the Amended Form -K. We expect our restated financial statements for the year ended December 1, 01 included in the Amended Form -K to differ from the amounts reported in the Original Filing. We do not anticipate any material changes to our financial statements for the Revised Periods. The restated amounts for the year ended December 1, 01 are expected to be approximately as follows: Revenue in a range of $9.0 million to $5.0 million, as compared to $. million previously reported. Total expenses in a range of $.0 million to $5.0 million, as compared to $0. million previously reported, reflecting the reduction in bad debt expense discussed above. Net income in a range of $5.0 million to $.0 million, as compared to $1.0 million previously reported. Diluted earnings per common share in a range of $0.1 to $0., as compared to $0. previously reported. Net cash provided by operating activities in a range of $.0 million to $.0 million, as compared to $5.5 million previously reported, as a result of a reduction in restricted cash as restated. We also expect to correct the presentation of restricted cash in the amount of approximately $.0 million to $.0 million, which would reduce cash and cash equivalents reported in the Original Filing CLASS ACTION COMPLAINT 5

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