UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Commission File Number: 000-08505

(Exact name of registrant as specified in its charter)

(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):

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 November 1, 2013 was 13,508,252.

BROADVIEW INSTITUTE, INC.

AND SUBSIDIARY

INDEX

FORM 10-Q

SEPTEMBER 30, 2013

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

See notes to consolidated financial statements.

BROADVIEW INSTITUTE, INC. AND SUBSIDIARY

BROADVIEW INSTITUTE, INC. AND SUBSIDIARY

Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements 

1.            Nature of Business

Broadview Institute, Inc. (the “Company”), a Minnesota corporation, offers career-focused post-secondary education services through its wholly-owned subsidiary, C Square Educational Enterprises, Inc., a Utah corporation (d/b/a Broadview University and 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 September 30, 2013, the consolidated results of operations for the three and six months ended September 30, 2013 and 2012 and the consolidated cash flows for the six months ended September 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.  

Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements 

3.             Inventory

During the quarter ended September 30, 2013, Broadview introduced a technologically-focused learning model. During the quarter ending December 31, 2013, all Broadview students and instructors will begin primarily utilizing portable electronic devices in the classroom. Inventory at September 30, 2013 consists of these electronic learning devices and related materials, and is stated at the lower of cost or market based on the first-in, first-out method. There was no reserve for obsolete inventory at September 30, 2013.

4.            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, restricted stock awards and preferred stock.

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

There were no dilutive instruments as of September 30, 2013 or 2012 due to the recognition of a net loss for the three and six month periods then ended. The weighted average shares outstanding were 13,508,252 for both the three and six months ended September 30, 2013. The weighted average shares outstanding were 8,988,252 and 8,983,279 for the three and six months ended September 30, 2012.

5.            Line of Credit

On March 30, 2012, the Company entered into a Line of Credit Authorization agreement (the “Line of Credit”) with Mr. Terry Myhre (“Mr. Myhre”), the Company’s Chairman and majority shareholder. The Line of Credit is unsecured, and allows the Company to borrow from Mr. Myhre up to $3,000,000 of aggregate principal upon the request of the Company. The Line of Credit has a fixed annual interest rate of 4.0%. Effective June 13, 2013, the due date on the Line of Credit was extended from March 31, 2014 to April 1, 2015. There was no balance outstanding on the Line of Credit at September 30, 2013 or 2012. Interest expense related to borrowings under the Line of Credit was $1,752 for the six months ended September 30, 2013. There was no interest expense for the three months ended September 30, 2013 or the three and six months ended September 30, 2012.

Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements 

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 September 30, 2013 and 2012, cumulative preferred stock dividends in arrears were $210,000 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 September 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 September 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 and six months ended September 30, 2013 and 2012, and no options were outstanding as of September 30, 2013 and 2012.

Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements 

6.             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 or six months ended September 30, 2013. Stock compensation expense for directors was $12,800 and $25,600 for the three and six months ended September 30, 2012. 

7.             Income Taxes  

At September 30, 2013, the Company had approximately $10,755,000 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 September 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 September 30, 2013. The Company’s valuation allowance at September 30, 2013 includes $422,000 for net operating loss carryforwards in certain states where management is not currently anticipating any income being generated. 

Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements 

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 $1,346,303 and $1,233,571 in loans outstanding to University students at September 30, 2013 and March 31, 2013. 

Broadview University is a party to a lease agreement with Myhre Holdings-Utah, LLC, an entity wholly-owned by Myhre Holdings, Inc., which is owned by the heirs of Mr. Myhre, including Company Chief Executive Officer ("CEO") Jeffrey Myhre. Under the agreement, the University leases a 31,200 square foot building located in Layton, Utah. The lease is for an initial period of ten years with two 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 and $218,400 for the three and six months ended September 30, 2013, as well as the three and six months ended September 30, 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 $150,900 and $295,200 for the three and six months ended September 30, 2013, and $144,300 and $288,600 for the three and six months ended September 30, 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 and $234,000 for the three and six months ended September 30, 2013, as well as the three and six months ended September 30, 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 September 30, 2013 was approximately $3,239,000. 

During the six months ended September 30, 2012, the Company paid $96,000 to The Institute of Production & Recording, Inc., an entity partially owned by Mr. Myhre and CEO Jeffrey Mthre, for the purchase of equipment.   

Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements 

8.            Related Party Transactions (continued) 

The Company utilizes executive, administrative, accounting and consulting services provided by Globe University (“GU”) and the Minnesota School of Business (“MSB”) (collectively “GU/MSB”), companies owned by Mr. Myhre and CEO Jeffrey Myhre, pursuant to a Service Level Agreement (the “SLA”) between the Company and GU/MSB. Some of the services provided by GU/MSB under this arrangement include chief financial and chief executive officer services, information technology support, finance and accounting services, human resources support, student financial aid consulting and curriculum consulting. The SLA automatically renews for one-year periods every July, but may be terminated by either party upon 30 days’ notice.

The Company incurs a monthly management fee payable to GU/MSB under the terms of the SLA. This fee is negotiated based on analysis of the cost and scope of services provided. Such analysis is performed as deemed necessary by either party, or annually at a minimum. The Company’s Board of Directors approves any changes to the monthly fee. 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 participates in employee benefit plans, including a self-insured health plan, that are administered by the same service providers as GU and MSB. Claim and benefit payments for the Company’s employees under these plans are made by MSB to the service providers and the Company reimburses MSB for payments made on the Company’s behalf.  

The Company utilizes the same third-party provider as GU and MSB for 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 students who use school-issued financial aid vouchers. Commission payments are remitted by the third-party provider to MSB or GU for all textbook sales to students from these three entities.  

Effective during the three months ended September 30, 2013, the Company began purchasing electronic learning device inventory through the same distributor as GU and MSB. MSB will be paying for all purchases, and the Company will reimburse MSB for such purchases made on the Company’s behalf.  

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.   

Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements 

(Unaudited) 

8.            Related Party Transactions (continued)

The following table summarizes the related party transactions with MSB for the three and six month periods ended September 30, 2013 and 2012:

The following table summarizes the related party transactions with GU for the three and six month periods ended September 30, 2013 and 2012: 

9.            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. For our fiscal year ended March 31, 2013, the Company derived from Title IV funds 82% of its revenues, as calculated for the purposes of the U.S. Department of Education’s (“USDE”) “90/10 Rule”.  

9.            Regulatory Matters (continued)

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: 

Composite Score 

To participate in Title IV programs, an institution must satisfy specific measures of financial responsibility as prescribed by the 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:

 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:

Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements 

9.            Regulatory Matters (continued)

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. 

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 the USDE will remove Broadview from the restrictions and requirements of HCM1 in the near future.

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:

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

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 (“USDE”)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. 

Description of Business

Overview: 

We are a career-focused post-secondary education services company. Our mission is to demonstrate a “we care” philosophy by preparing career-focused, community-minded graduates for the global workforce. We care about our students, our employees, and about the employers who hire our students. We strive to help our students build knowledge and skills for a specific career field, make professional connections through service learning experiences, and provide them with placement assistance.  

We work to fulfill this mission by offering a variety of academic programs through Broadview University. Broadview University is accredited to award diplomas, undergraduate degrees, and master’s degrees in various fields of study. The University delivers these programs through traditional classroom settings as well as through online instruction. Our campuses are located in the Utah cities of Layton, Orem, Salt Lake City and West Jordan, as well as Boise, Idaho. Our mission places the achievement of our students first, demonstrating the Company’s focus on delivering a high quality product.  

Key Trends, Developments and Challenges

Revenues 

Approximately 96% of our revenues are tuition collected from Broadview University’s students. Effective July 1, 2012, we implemented a tiered tuition rate for the majority of our programs whereby undergraduate students taking between 11 and 16 credits per quarter were charged a tuition rate of $400 per credit. Students taking less than 11 credits per quarter are charged a tuition rate of $435 per credit. Effective July 1, 2013, the tiered tuition program was modified, where students taking 12 or more credits were charged a tuition rate of $375 per credit, and students taking fewer than 12 credits are charged a rate of $435 per credit. The resulting average tuition rate per credit for the three months ended September 30, 2013 was $411, compared to $426 for the three months ended September 30, 2012. The decrease is a reflection of a higher per-student credit load on average. From July 2010 through June 2012, we charged $410 per credit for these programs.

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

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%). Average enrollment over the six months ended September 30, 2013 was 784 students. 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.  

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

We believe the market demands business professionals who have in-depth knowledge of the latest technology. Our edUX model will help students be prepared for competitive job markets.

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.

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 54.3% and 55.3% of our revenues for the three months ended September 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 26.0% and 27.7% of revenues for the three months ended September 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. 

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 September 30, 2013 compared with Three Months Ended September 30, 2012  

Revenues 

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

 Tuition  

Our tuition revenue decrease was primarily attributable to decreased enrollments. Our enrollments decreased by 189 students, or 26.7%, to 708 for the three months ended September 30, 2013 compared to 897 for the corresponding quarter of the previous year. Effective July 1, 2012, we implemented a tiered tuition rate for the majority of our programs whereby undergraduate students taking between 11 and 16 credits per quarter were charged a tuition rate of $400 per credit. Students taking less than 11 credits per quarter were charged a tuition rate of $435 per credit. Effective July 1, 2013, the tiered tuition program was modified, where students taking 12 or more credits are charged a tuition rate of $375 per credit, and students taking fewer than 12 credits were charged a rate of $435 per credit. The resulting average tuition rate per credit for the three months ended September 30, 2013 was $411, compared to $426 for the corresponding quarter of the previous year. From July 2010 through June 2012, we charged $410 per credit for these programs. 

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. Other fees and charges include registration fees and miscellaneous student charges. The increase in this category was due to new student fees related to the Company’s e-resource initiative. 

Educational services and facilities operating expenses 

Expenses related to educational services and facilities decreased 13.6% to $3,278,751 for the three months ended September 30, 2013, from $3,793,345 for the corresponding quarter of the previous year. The $514,594 decrease was primarily due to a decrease of $327,515, or 17.7%, in payroll and related costs, as well as a decrease of $233,378, or 79.9% in health insurance expense, as a result of improved claims activity over the prior period.  

The following table summarizes certain educational services and facilities expenses as a percentage of revenue:

Selling, general and administrative expenses 

Expenses related to selling, general and administrative activities decreased 21.8% to $1,033,008 for the three months ended September 30, 2013 from $1,320,410 for the corresponding quarter of the prior year. The $287,402 decrease was primarily due a decrease in marketing expenses. Marketing expenses decreased $199,503, or 21.5%, to $727,528 for the three months ended September 30, 2013 from $927,032 for the corresponding quarter of the prior year. Additionally, our management fee paid to a related party decreased $75,000, or 33.3%, to $150,000 for the three months ended September 30, 2013, compared to $225,000 for the corresponding quarter of the prior year. Effective October 1, 2012, our monthly management fee decreased to $50,000 from $75,000. 

Marketing expense as a percentage of revenues was 26.0% and 27.7% for the three months ended September 30, 2013 and 2012. Management fee expense as a percentage of revenues was 5.4% and 6.7% for the three months ended September 30, 2013 and 2012. 

Operating income (loss) 

Operating income (loss) is the primary measure used by management in assessing our performance. Our operating loss decreased 14.7% to $1,508,731 for the three months ended September 30, 2013 compared to $1,769,580 for the corresponding period of the prior year. The decrease of $260,849 was primarily the result of the aforementioned factors. 

Income taxes 

We fully reserved for our net deferred tax assets effective March 31, 2012 and have continued to fully reserve for such assets subsequent to that date. As such, we did not recognize an income tax benefit for the three months ended September 30, 2013 or 2012.  

Six Months Ended September 30, 2013 compared with Six Months Ended September 30, 2012

Revenues 

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

 Tuition  

Our tuition revenue decrease was primarily attributable to decreased enrollments. Our average enrollments for the six months ended September 30, 2013 was 784 students, compared to 990 for the corresponding period of the prior year.  

Effective July 1, 2012, we implemented a tiered tuition rate for the majority of our programs whereby undergraduate students taking between 11 and 16 credits per quarter were charged a tuition rate of $400 per credit. Students taking less than 11 credits per quarter were charged a tuition rate of $435 per credit. Effective July 1, 2013, the tiered tuition program was modified, where students taking 12 or more credits are charged a tuition rate of $375 per credit, and students taking fewer than 12 credits are charged a rate of $435 per credit. The resulting average tuition rate per credit for the six months ended September 30, 2013 was $413, compared to $433 for the corresponding period of the previous year. From July 2010 through June 2012, we charged $410 per credit for these programs.

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. Other fees and charges include registration fees and miscellaneous student charges. The overall decrease in this category was due to declining enrollments, offset by new student fees related to the Company’s e-resource initiative. 

Educational services and facilities operating expenses 

Expenses related to educational services and facilities decreased 12.7% to $6,560,532 for the six months ended September 30, 2013, from $7,518,890 for the corresponding period of the previous year. The $958,448 decrease was primarily due to a decrease of $639,589, or 17.0%, in payroll and related costs, as well as a decrease of $226,691, or 59.0% in health insurance expense.

The following table summarizes certain educational services and facilities expenses as a percentage of revenue:

Selling, general and administrative expenses 

Expenses related to selling, general and administrative activities decreased 18.1% to $2,053,693 for the six months ended September 30, 2013 from $2,507,379 for the corresponding period of the prior year. The $453,686 decrease was primarily due to lower marketing costs. Such expenses decreased $203,031, or 12.3%, to $1,444,291 for the six months ended September 30, 2013, from $1,647,322 for the corresponding period of the prior year. Additionally, our management fee paid to a related party decreased $150,000, or 33.3%, to $300,000 for the six months ended September 30, 2013, compared to $450,000 for the corresponding period of the prior year. Effective October 1, 2012, our monthly management fee decreased to $50,000 from $75,000. 

Marketing expense as a percentage of revenues was 23.9% and 22.7% for the six months ended September 30, 2013 and 2012. Management fee expense as a percentage of revenues was 5.0% and 6.2% for the six months ended September 30, 2013 and 2012. 

Operating income (loss) 

Operating income (loss) is the primary measure used by management in assessing our performance. Our operating loss decreased 7.2% to $2,566,455 for the six months ended September 30, 2013 compared to $2,764,542 for the corresponding period of the prior year. The decrease of $198,087 was primarily the result of the aforementioned factors. 

Income taxes 

We fully reserved for our net deferred tax assets effective March 31, 2012 and have continued to fully reserve for such assets subsequent to that date. As such, we did not recognize an income tax benefit for the six months ended September 30, 2013 or 2012.  

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 $1,292,664 at September 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 during the past several months, absent material changes to the Company’s operations. Additionally, these transactions have greatly aided the Company’s ability to comply with various regulatory requirements that concern an institution’s financial health. Due to projected losses continuing in the near future, we anticipate that the Company may continue to rely on Mr. Myhre for financial support. 

The 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:

Our cash flows used in operating activities has been primarily driven by net losses of $2,566,745 and $2,762,728 for the six months ended September 30, 2013 and 2012. For the six months ended September 30, 2013, inventory increased $481,110 and accounts payable and accrued expenses decreased $239,175. These uses of cash were partially offset primarily by depreciation of $330,000 and a $138,326 decrease in student receivables. While the net loss for the six months ended September 30, 2012 was greater, we used less cash in operating activities due to depreciation of $355,272 and an increase of $213,312 in accounts payable and accrued expenses. 

The variance in cash flows related to investing activities is primarily due to fewer property and equipment additions in the six months ended September 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. Our balance due to MSB decreased $164,102 during the six months ended September 30, 2013, reflecting $1,360,954 of payments made to MSB in the three months ended September 30, 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 and $2,347,922 during the three months ended September 30, 2013. The significant increase in cash usage was largely due to the payments made to MSB noted above. 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 September 30, 2013, Myhre Investments, LLC had $1,346,303 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 September 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.

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 September 30, 2013 and concluded that our disclosure controls and procedures were effective as of this date. 

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. 

Item 3.   Defaults Upon Senior Securities

None. 

Item 4.   Mine Safety Disclosures

None. 

Item 5.    Other Information

None. 

Item 6.    Exhibits

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.