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EXCEL - IDEA: XBRL DOCUMENT - BROADVIEW INSTITUTE INCFinancial_Report.xls

 

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, 2013

 

[ ]  

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, 2013 was 13,508,252.

 

 
 

 

 

BROADVIEW INSTITUTE, INC.

AND SUBSIDIARY

 

INDEX

FORM 10-Q

 

JUNE 30, 2013

 

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 

13 
     

Item 3.  

Quantitative and Qualitative Disclosures About Market Risk 

19 

     

Item 4.  

Controls and Procedures 

20 

     

PART II – OTHER INFORMATION  

 
     

Item 1.  

Legal Proceedings 

20 

     

Item 1A. 

Risk Factors 

20 

     

Item 2.  

Unregistered Sales of Equity Securities and Use of Proceeds 

20 

     

Item 3.  

Defaults Upon Senior Securities 

21 

     

Item 4.  

Mine Safety Disclosures 

21 

     

Item 5.  

Other Information 

21 

     

Item 6.  

Exhibits 

21 

     

SIGNATURES 

22 

 

 

 
i

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

 BROADVIEW INSTITUTE, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

 

   

June 30,

2013

   

March 31,

2013

 
   

(Unaudited)

         

ASSETS

               
                 

CURRENT ASSETS

               

Cash

  $ 3,640,586     $ 6,340,609  

Student receivables

    57,784       189,447  

Prepaid expenses

    63,025       72,654  

TOTAL CURRENT ASSETS

    3,761,395       6,602,710  
                 

PROPERTY AND EQUIPMENT, NET

    2,218,312       2,380,552  
                 

OTHER ASSETS

               

Deposits

    189,676       189,676  

Other

    32,547       37,809  
    $ 6,201,930     $ 9,210,747  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               
                 

CURRENT LIABILITIES

               

Line of credit

  $ -     $ 2,000,000  

Accounts payable

    394,667       630,783  

Accrued expenses

    208,087       204,147  

Student credit balances

    29,164       79,920  

Due to affiliates

    1,012,279       674,465  

TOTAL CURRENT LIABILITIES

    1,644,197       3,589,315  
                 

DEFERRED RENT

    718,093       723,318  
                 

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, 13,508,252 issued and outstanding

    135,082       135,082  

Additional paid-in capital

    10,945,104       10,945,104  

Accumulated deficit

    (7,290,546 )     (6,232,072 )

TOTAL STOCKHOLDERS' EQUITY

    3,839,640       4,898,114  
    $ 6,201,930     $ 9,210,747  

 

See notes to consolidated financial statements.

 

 
1

 

 

 

BROADVIEW INSTITUTE, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

   

Three Months Ended June 30,

 
   

2013

   

2012

 
   

(Unaudited)

   

(Unaudited)

 
                 

REVENUES

  $ 3,244,742     $ 3,917,642  
                 

OPERATING EXPENSES

               

Educational services and facilities

    3,281,781       3,725,635  

Selling, general and administrative

    1,020,685       1,186,969  

TOTAL OPERATING EXPENSES

    4,302,466       4,912,604  
                 

OPERATING LOSS

    (1,057,724 )     (994,962 )
                 

OTHER INCOME (EXPENSE)

               

Interest income

    1,002       1,325  

Interest expense

    (1,752 )     -  

TOTAL OTER INCOME (EXPENSE)

    (750 )     1,325  
                 

NET LOSS

  $ (1,058,474 )   $ (993,637 )
                 

LOSS PER COMMON SHARE:

               
                 

Basic

  $ (.08 )   $ (.11 )
                 

Diluted

  $ (.08 )   $ (.11 )
 

See notes to consolidated financial statements.

 

 
2

 

 

 

BROADVIEW INSTITUTE, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   

Three Months Ended June 30,

 
   

2013

   

2012

 
   

(Unaudited)

   

(Unaudited)

 

CASH FLOWS FROM OPERATING ACTIVITIES:

               
                 

Net loss

  $ (1,058,474 )   $ (993,637 )

Adjustments to reconcile net loss to net cash used in operating activities:

               

Depreciation

    168,000       176,301  

Deferred rent

    (5,225 )     -  

Stock-based compensation

    -       12,800  

Changes in operating assets and liabilities:

               

Student receivables

    131,663       117,012  

Prepaid expenses

    9,629       (55,729 )

Other assets

    5,262       14,944  

Accounts payable

    (236,116 )     (163,888 )

Accrued expenses

    3,940       96,806  

Student credit balances

    (50,756 )     (53,545 )

Net cash used in operating activities

    (1,032,077 )     (848,936 )
                 

CASH FLOWS FROM INVESTING ACTIVITIES:

               
                 

Purchases of property and equipment

    (5,760 )     (89,232 )

Net change in due from affiliates

    -       (49,965 )

Net cash used in investing activities

    (5,760 )     (139,197 )
                 

CASH FLOWS FROM FINANCING ACTIVITIES:

               
                 

Payments on line of credit

    (2,000,000 )     -  

Net change in due to affiliates

    337,814       129,976  

Net cash provided by (used in) financing activities

    (1,662,186 )     129,976  
                 

DECREASE IN CASH

    (2,700,023 )     (858,157 )
                 

CASH AT BEGINNING OF PERIOD

    6,340,609       2,542,293  
                 

CASH AT END OF PERIOD

  $ 3,640,586     $ 1,684,136  

 

See notes to consolidated financial statements.

 

 
3

 

 

 

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 (with registered d/b/a’s of “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 traditional classroom settings as well as through online instruction. The University has campuses located in the Utah cities of Layton, Orem, Salt Lake City and West Jordan, as well as Boise, Idaho.

 

2.     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, 2013, the consolidated results of operations and the consolidated cash flows for the three months ended June 30, 2013 and 2012. 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, 2013 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.

 

Recent Accounting Pronouncements

 

The Company’s management has reviewed and considered all recent accounting pronouncements and believe there are none that could potentially have a material impact on the Company’s consolidated financial condition, results of operations, or disclosures.

 

 
4

 

 

Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements 

(Unaudited)

 

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 for the three months ended June 30, 2013 and 2012, and additionally, restricted stock awards for the three months ended June 30, 2012.

 

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

 

   

Three Months Ended

June 30,

 
   

2013

   

2012

 

Net loss

  $ (1,058,474 )   $ (993,637 )

Cumulative dividends

    (75,000 )     (7,500 )

Net loss attributable to common shareholders

  $ (1,133,474 )   $ (1,001,137 )

 

There were no dilutive instruments as of June 30, 2013 or 2012 due to the recognition of a net loss for the three-month periods then ended. The weighted average shares outstanding were 13,508,252 and 8,978,252 for the three months ended June 30, 2013 and 2012.

 

4.     Line of Credit

 

On March 30, 2012, the Company entered into a Line of Credit Authorization agreement (the “Line of Credit”) with Mr. Terry Myhre (“Mr. Myhre”), the Company’s Chairman and majority shareholder. The Line of Credit is unsecured, and allows the Company to borrow from Mr. Myhre up to $3,000,000 of aggregate principal upon the request of the Company. The Line of Credit has a fixed annual interest rate of 4.0%. Effective June 13, 2013, the due date on the Line of Credit was extended from March 31, 2014 to April 1, 2015. The Company borrowed $2,000,000 under the Line of Credit in December 2012 and this balance was repaid in April 2013. Interest expense related to borrowings under the Line of Credit was $1,752 for the three months ended June 30, 2013. The Company did not request any disbursements under the Line of Credit during the three months ended June 30, 2012.

 

5.     Stockholders’ Equity

 

Series A Preferred Stock

 

The Company had previously designated 100,000 shares of its preferred stock as Series A, cumulative, voting preferred stock with a per share par value of $.01 and a per share liquidation value equal to the greater of $100 or 100 times the per share liquidation value of common stock. Each share of Series A preferred stock had voting rights equal to 100 shares of common stock. No shares of Series A preferred stock were issued, and effective March 29, 2013, the Company’s Board of Directors (the “Board”) decreased the number of authorized Series A preferred stock to zero and terminated the Series A preferred stock designation.

 

 
5

 

 

Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements 

(Unaudited)

 

5.     Stockholders’ Equity – (continued)

 

Series B Preferred Stock

 

The Company has 5,000,000 authorized shares of Series B preferred stock, with a per share par value of $.01. 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. The Company previously issued 500,000 shares to Mr. Myhre for $625,000. On March 29, 2013, the Company issued the remaining 4,500,000 shares of Series B preferred stock to Mr. Myhre, including detachable warrants described more fully below, for $4,500,000. Additionally on that date, the Company issued 4,500,000 shares of common stock to Mr. Myhre for $1,125,000. At June 30, 2013 and 2012, cumulative preferred stock dividends in arrears were $135,000 and $37,500.

 

Warrants

 

Detachable warrants for 1,000,000 shares of common stock were included with the original issuance of Series B preferred stock noted above. The warrants were issued with an exercise price of $1.25 per share and appraised value of approximately $.20 per warrant. On March 30, 2012, Mr. Myhre exercised his right to purchase 650,000 shares of common stock at an exercise price of $1.25 per share, for a total cash payment of $812,500. At June 30, 2012, there were no warrants left outstanding, nor were any shares of common stock reserved for such conversion.

 

Detachable warrants for 9,000,000 shares of common stock were included with the March 2013 issuance of Series B preferred stock noted above. The warrants were issued 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, 2013, 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, 2013 or 2012, and no options were outstanding as of June 30, 2013 or 2012.

 

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, 2013 and 2012.

 

 

 
6

 

 

Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements 

(Unaudited)

 

5.     Stockholders’ Equity – (continued)

 

Restricted Stock Awards

 

On June 15, 2011, the Company’s Board of Directors (the “Board”) approved a compensation arrangement for the Board’s directors for the 2012 and 2013 fiscal years. Under the arrangement applicable for those two fiscal years, the Board granted each of the Company’s five directors a two-year restricted stock award for 16,000 shares of common stock under the Equity Incentive Plan. These shares were valued at $1.28 per share, which was the closing price of the Company’s common stock on the grant date. Each award vested at a rate of 2,000 shares per quarter beginning with the Company’s quarter ending June 30, 2011. All such awards fully vested during the term of the arrangement, ending with the three months ended March 31, 2013, and the Board did not implement a stock-based compensation arrangement for future periods upon the completion of the vesting period. As such, there was no stock compensation expense for the three months ended June 30, 2013. Stock compensation expense for directors was $12,800 for the three months ended June 30, 2012.

 

6.     Income Taxes

 

At June 30, 2013, the Company had approximately $9,316,000 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, 2013 or March 31, 2013.

 

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.

 

After considering evidence including historical results, industry and general economic trends, and forecasts on future operating results, management has continued to fully reserve for the Company’s net deferred tax assets at June 30, 2013. The Company’s valuation allowance at June 30, 2013 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 2011-2013 remain open to examination. Prior to 2011, 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

 

 

 

Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements 

(Unaudited)

 

7.     Related Party Transactions

 

The Company utilizes executive, administrative, accounting and consulting services provided by Globe University (“GU”) and the Minnesota School of Business (“MSB”) (collectively “GU/MSB”), companies owned by Mr. Myhre, pursuant to a Service Level Agreement (the “SLA”) between the Company and GU/MSB. Some of the services provided by GU/MSB under this arrangement include chief financial and chief executive officer services, information technology support, finance and accounting services, human resources support, student financial aid consulting and curriculum consulting. The 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. Effective October 1, 2012, the monthly management fee was reduced from $75,000 to $50,000. Management believes the monthly charges under the SLA are competitive with, or less than, what the Company would have to pay to provide these services or to obtain them from another third party. The Company’s expenses for services under the SLA were $150,000 and $225,000 for the three months ended June 30, 2013 and 2012.

 

Broadview University is a party to a lease agreement with Myhre Holdings-Utah, LLC, an entity wholly-owned by Myhre Holdings, Inc., which is owned by the heirs of Mr. Myhre. Under the agreement, the University leases a 31,200 square foot building located in Layton, Utah. The lease is for an initial period of ten years with two five-year renewal options. The agreement is a “triple net” lease with 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, 2013 and 2012.

 

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 ten year period with two five-year renewal options. The agreement is a “triple net” lease with an initial security deposit of $48,100. Broadview Institute, Inc. guaranteed the lease. Rent expense for the Orem facility was $144,300 for each of the three months ended June 30, 2013 and 2012.

 

Broadview University is a 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 ten year period with two five-year renewal options. The agreement is a “triple net” lease. Rent expense for the Boise facility was $117,000 for each of the three months ended June 30, 2013 and 2012.

 

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, 2013 was approximately $3,365,000.

 

 

 
8

 

 

 

Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements 

(Unaudited)

 

7.     Related Party Transactions – (continued)

 

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. MSB paid $197,433 and $183,043 for such services during the three months ended June 30, 2013 and 2012. No Company reimbursements were made to MSB for such services during the three months ended June 30, 2013 or 2012.

 

The Company utilizes the same third-party provider as GU and MSB for the outsourcing of textbook sales to University students. Under the arrangement, this third party bills MSB for all textbooks purchased by MSB, GU and Broadview University students who use school-issued financial aid vouchers. MSB paid $63,253 and $83,552 for Broadview student textbook purchases during the three months ended June 30, 2013 and 2012. No Company reimbursements were made to MSB for textbook purchases during the three months ended June 30, 2013 or 2012.

 

Commission payments are remitted by the third-party provider to MSB or GU for all textbook sales to students from these three entities. The Company earned commissions of $36,001 and $49,965 during the three months ended June 30, 2013 and 2012. No commission reimbursements were received from MSB or GU during the three months ended June 30, 2013 or 2012.

 

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 net amount owed for such transactions by MSB to the Company for the three months ended June 30, 2013 was $37,674. MSB owed the Company $40,619 for the three months ended June 30, 2012. No payments were made for such items between the Company and GU or MSB during the three months ended June 30, 2013 or 2012.

 

In total, the Company owed MSB $1,011,476 and $674,465 at June 30, 2013 and March 31, 2013. There were no affiliate balances outstanding with GU at June 30, 2013 or March 31, 2013.

 

During the three months ended June 30, 2012, the Company paid $96,000 to The Institute of Production & Recording, Inc., an entity partially owned by Mr. Myhre, for the purchase of equipment.

 

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 $1,190,956 and $1,233,571 in loans outstanding to University students at June 30, 2013 and March 31, 2013.

 

8.     Regulatory Matters

 

The Company is subject to extensive regulatory oversight by federal and state governmental agencies, as well as accrediting body oversight. To continue participation in Title IV programs, an institution must demonstrate compliance with extensive academic, administrative and financial regulations regarding institutional eligibility. Management performs periodic reviews of the Company’s compliance with the various applicable regulatory requirements. As of the date of this Report, management identified the following regulatory matters for disclosure in the notes to these consolidated financial statements:

 

 
9

 

 

 

Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements 

(Unaudited)

 

 

Composite Score

 

To participate in Title IV programs, an institution must satisfy specific measures of financial responsibility as prescribed by the U.S. Department of Education ("USDE"). One such measure is the USDE’s composite score, which may range from -1.0 to 3.0, based on a combination of financial measures designed to establish the adequacy of an institution’s capital resources, its financial viability and its ability to support current operations. The Company’s composite score as of and for the year ended March 31, 2013 was 1.7. However, the composite score for the year ended March 31, 2012 was 1.3. When an institution’s composite score is less than 1.5, but greater than 1.0, the USDE may still consider the institution to be financially responsible if the institution qualifies for an alternative standard. Such alternative standards relevant to the Company include:

 

 

 

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

 

 

 

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

 

On December 13, 2012, the Company received a letter from the USDE presenting the above options to allow our continued participation in Title IV programs. On the same date, the Company notified the USDE of its election to participate under the Zone Alternative. This election gave the Company an opportunity to improve its financial condition over time without requiring a letter of credit posting or participation in Title IV programs under provisional certification.

 

Under the Zone Alternative, a participating institution:

 

 

 

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

 

 

 

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

 

 

 

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

 

 

 

may be required to provide information about its current operations and future plans.

 

Heightened Cash Management

 

The USDE places an institution on one of three cash management programs if the USDE determines there is a need to strictly monitor the institution’s participation in Title IV programs. In the Company’s December 2012 response to the USDE, management elected the Heightened Cash Monitoring 1 program (“HCM1). Under this program, the USDE releases funds to the institution after the institution has made the disbursement to the student or parent borrower.

 

 
10

 

 

Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements 

(Unaudited)

 

11.     Regulatory Matters (continued)

 

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

 

The Company’s management implemented changes to our procedures for processing federal aid to comply with this requirement. Such changes did not have a material impact on the Company’s operations, liquidity, results of operations or cash flows. As the Company’s composite score as of and for the year ended March 31, 2013 exceeded 1.5, management anticipates filing a request with the USDE to remove Broadview from the restrictions and requirements of HCM1 as soon as administratively possible.

 

Information to be provided under the Zone Alternative

 

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

 

 

 

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

 

 

 

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

 

 

 

any violation by the institution of any loan agreement;

 

 

 

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

 

 

 

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

 

 

 

any extraordinary losses, as defined by the USDE.

 

As of the date of this Report, management has identified no such events for communication to the USDE.

 

 
11

 

 

 

Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements 

(Unaudited)

 

11.     Regulatory Matters (continued)

 

Discontinuance of Nursing Program

 

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

 

Broadview’s nursing graduates did not achieve the mandated test score levels during the probationary period, and on August 8, 2012, the Company received formal communication from the Licensing Division that Broadview shall immediately begin transferring the majority of its nursing students to another institution pursuant to a teach-out agreement between Broadview and that institution. Broadview’s nursing program effectively ceased operations on December 31, 2012. This action has adversely impacted the Company’s revenues, financial condition, results of operations and cash flows. Broadview had 87 nursing students enrolled for its quarter ended March 31, 2012 (7.8% of total enrollments).

 

 
12

 

 

 

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.

 

 
13

 

 

Key Financial Metrics, Trends and Developments

 

Revenues 

 

Approximately 96% of our revenues are tuition collected from Broadview University’s students. Effective July 1, 2012, we implemented a tiered tuition rate program with a goal of increasing the average number of credits taken per student. Thus, students attending full-time (taking between 11 and 16 credits) are charged a tuition rate of $400 per credit. Students attending at less than full time are charged a tuition rate of $435 per credit. As in prior years, all credits taken above 16 credits in a quarter are free of tuition charges. The average tuition rate for the three months ended June 30, 2013 was $416. As of June 30, 2012, we charged $410 per credit hour for most of our programs.

 

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

 

 

 

the attractiveness of our program offerings;

 

 

our ability to offer flexible class scheduling;

 

 

the relative cost of our educational services compared to competitors;

 

 

our mix of residential and online course offerings;

 

 

the effectiveness of our marketing and recruiting efforts;

 

 

the quality of our faculty;

 

 

the availability of federal and other financial aid;

 

 

general economic conditions in the regions we operate; and

 

 

the regulatory environment of our industry.

 

Broadview University’s 12-month average enrollment has declined over the past two fiscal years, from 1,178 students in 2012 to 979 students in 2013 (a decrease of 16.9%). Comparing the three months ended June 30, 2013 and 2012, enrollments were down from 1,082 to 860, or 20.5%. We continue to experience declining new enrollments and average student population, a trend that has been evident throughout the for-profit post-secondary industry for several quarters. Prospective student interest has been dampened by the prolonged economic downturn, and competition for high-quality leads has increased. Declining enrollments have adversely impacted our revenues, financial condition, results of operations and cash flows. We expect this trend to continue in the near term.

 

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

 

We did not achieve the mandated test score levels during the probationary period, and on August 8, 2012, we received formal communication from the Licensing Division that Broadview shall immediately begin transferring the majority of its nursing students to another institution pursuant to a teach-out agreement between Broadview and that institution. Broadview’s nursing program effectively ceased operations on December 31, 2012. This action has adversely impacted our revenues, financial condition, results of operations and cash flows. Broadview had 71 nursing students enrolled for our quarter ended June 30, 2012.

 

 
14

 

 

 

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

 

 

 

In November 2011, we rebranded our Salt Lake City campus to focus solely on academic programs in the fields of studio arts, production arts, and the entertainment business. The Salt Lake City campus was rebranded as Broadview Entertainment Arts University, or BEAU. Average enrollments at BEAU increased 94.2% from fiscal 2012 to 2013, and we had 147 students enrolled at BEAU for our quarter ended June 30, 2013.

 

 

 

We believe this strategic move will better position us to capitalize on the demand for such skills in the workforce, and provide a clear focus for the BEAU campus while our other campuses will continue to offer our variety of traditional academic programs.

 

 

 

We have shared certain services across campuses and centralized certain administrative tasks with the goal of providing high-quality student services more efficiently.

 

 

 

We continue to review our program and degree offerings to match the demand in the marketplace. Additionally, we are exploring how to incorporate more technology into our academic delivery, with the idea that such changes may positively impact enrollments and provide an exciting medium for academic activities.

 

Educational Services and Facilities Expenses 

 

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

 

Payroll and related expenses represent our single largest expense category, accounting for 49.3% and 48.8% of our revenues for the three months ended June 30, 2013 and 2012. 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 Expenses 

 

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

 

Marketing expenses accounted for 22.1% and 18.4% of revenues for the three months ended June 30, 2013 and 2012. Management recognizes that spending wisely on advertising will be critical to our efforts to increase our student population. We intend to aggressively seek out the most effective means of promoting the value of both long-standing as well as new programs, including the media and entertainment offerings at our Salt Lake City campus.

 

 

 
15

 

 

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 for the year ended March 31, 2013 and Annual Report to Security Holders filed with the SEC.

 

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 that appear elsewhere in this report.

 

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

 

   

Three Months Ended

June 30,

 
   

2013

   

2012

 

Revenues

    100.0

%

    100.0

%

Operating Expenses:

               

Educational services and facilities

    101.1       95.1  

Selling, general and administrative

    31.5       30.3  

Total Operating Expenses

    132.6       125.4  

Operating Loss

    (32.6

)

    (25.4

)

Other Income

    0.0       0.0  

Net Loss

    (32.6

)%

    (25.4

)%

 

Three Months Ended June 30, 2013 Compared with Three Months Ended June 30, 2012

 

Revenues

 

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

 

   

Three Months Ended June 30,

   

Change

 
   

2013

   

2012

   

Amount

   

Percent

 

Tuition

  $ 3,255,948     $ 3,933,648     $ (677,700 )     (17.2 )%

Commissions, fees and other charges

    123,158       153,522       (30,364 )     (19.8 )%

Refunds

    (134,364 )     (169,528 )     35,164       20.7

%

Total revenue

  $ 3,244,742     $ 3,917,642     $ (672,900 )     (17.2 )%
 

 

 
16

 

 

Tuition 

 

Our tuition revenue decrease was primarily attributable to decreased enrollments. Our enrollments decreased by 222 students, or 20.5%, to 860 for the quarter ended June 30, 2013 compared to 1,082 for the corresponding quarter of the previous year.

 

Commissions, Fees and Other Charges

 

Our students purchase textbooks directly from a third-party service provider and we receive commission revenue from the service provider based on the overall net sales. Fees and other charges primarily include access fees to electronic learning tools, registration fees and miscellaneous student charges. The decrease in these revenues is primarily due to the declining student enrollments.

 

Educational services and facilities operating expenses

 

Expenses related to educational services and facilities decreased 11.9% to $3,281,781 for the three months ended June 30, 2013, from $3,725,635 for the corresponding quarter of the previous year. The $443,854 decrease was primarily due to a decrease of $312,075, or 16.3%, in payroll and related costs, as well as a decrease of $56,551, or 35.4% in student and library materials expense. These decreases are a direct result of declining enrollments. The following table summarizes certain educational services and facilities expenses as a percentage of revenue:

 

   

Percentage of Revenue

 
   

Three Months Ended June 30,

 

Expense

 

2013

   

2012

 

Payroll and related

    49.3

%

    48.8

%

Rent and other facility

    29.0

%

    24.3

%

Scholarships

    6.3

%

    5.6

%

 

Selling, general and administrative expenses

 

Expenses related to selling, general and administrative activities decreased 14.0% to $1,020,685 for the three months ended June 30, 2013 from $1,186,969 for the corresponding quarter of the prior year. The $166,284 decrease was primarily due to decreased management fee costs and bad debt expense. Effective October 1, 2012, our monthly management fee paid to a related party decreased to $50,000 from $75,000. As such, management fees for the three months ended June 30, 2013 were $150,000 compared to $225,000 for the corresponding quarter of the prior year, a decrease of 33.3%. The management fee is reviewed as needed, but at a minimum, on an annual basis. As a percentage of revenues, the management fee was 4.6% and 5.7% for the three months ended June 30, 2013 and 2012. We believe the monthly charges under the SLA are competitive with, or less than, what the Company would have to pay to provide these services or to obtain them from another third party.

 

Bad debt expense decreased to $10,126 for the three months ended June 30, 2013, compared to $49,668 for the corresponding period of the prior year. The decrease of $39,542, or 79.6%, was primarily due to favorable collections and declining enrollments.

 

Marketing expenses were comparable for the three months ended June 30, 2013 and 2012, decreasing $3,527, or 0.5%, to $716,763 for the three months ended June 30, 2013 compared to $720,290 for the corresponding period of the prior year. As a percentage of revenue, marketing expenses represented 22.1% and 18.4% for the three months ended June 30, 2013 and 2012.

 

 
17

 

 

Operating income (loss)

 

Operating income (loss) is the primary measure used by management in assessing our performance. Our operating loss increased 6.3% to $1,057,724 for the three months ended June 30, 2013 compared to $994,962 for the corresponding quarter of the prior year. The increase of $62,762 was primarily the result of the aforementioned factors.

 

Income taxes

 

We did not recognize an income tax benefit for the three months ended June 30, 2013 or 2012, as we fully reserved for the increase in our net deferred tax assets for both periods.

 

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 $3,640,586 at June 30, 2013 compared to $6,340,609 at March 31, 2013. 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 $8,437,500. The transactions with Mr. Myhre are as follows:

 

On March 29, 2013, the Company entered into an Investment Representation Letter and Subscription Agreement with Mr. Myhre, whereby 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 to purchase 650,000 shares of Common Stock from the Company at an exercise price of $1.25 per share, for a total cash payment of $812,500. Also on that date, we entered into a Line of Credit Authorization agreement (the “Line of Credit”) with Mr. Myhre. The Line of Credit is unsecured, and allows for the Company to borrow from Mr. Myhre up to $3,000,000 of aggregate principal borrowings upon the request of the Company. The Line of Credit has a fixed annual interest rate of 4.0% and, effective June 13, 2013, the expiration date was extended from March 31, 2014 to April 1, 2015. As of March 31, 2013, the Company’s outstanding balance on the Line of Credit was $2,000,000. This balance was repaid in full subsequent to March 31, 2013.

 

               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.

 

 
18

 

 

 

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

 

   

Three Months Ended June 30,

 
   

2013

   

2012

   

Change

 

Net cash used in operating activities

  $ (1,032,077 )   $ (848,936 )   $ (183,141 )

Net cash used in investing activities

    (5,760 )     (139,197 )     133,437  

Net cash provided by (used in) financing activities

    (1,662,186 )     129,976       (1,792,162 )

Net decrease in cash

  $ (2,700,023 )   $ (858,157 )   $ (1,841,866 )
 

 

Our cash flows used in operating activities has been primarily driven by net losses of $1,058,474 and $993,637 for the three months ended June 30, 2013 and 2012. For both periods, the other significant use of cash was from decreases in accounts payable, and this was offset primarily by depreciation expense and favorable collections on student receivables.

 

The variance in cash flows related to investing activities is primarily due to fewer property and equipment additions in the three months ended June 30, 2013.

 

The variance in cash flows related to financing activities is primarily due to the Company repaying $2,000,000 borrowed under the Line of Credit with Mr. Myhre in April 2013.

 

Excluding the $2,000,000 repayment made on the Line of Credit, the Company used $700,023 of cash during the three months ended June 30, 2013. Management anticipates that the Company will continue to use significant amounts of cash to fund operating losses in its fiscal year ending March 31, 2014. However, the combination of cash provided by the March 29, 2013 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, 2013, Myhre Investments, LLC had $1,190,956 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, 2013, 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.

 

 
19

 

 

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, 2013 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, 2013. 

 

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

 

None.

 

 
20

 

 

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.

 

 
21

 

 

 

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, 2013 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