Zovio (ZVOI) 10-Q4 Aug 222022 Q2 Quarterly reportFinancial data

Company Profile

Cover

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2022	Jul. 29, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2022
Document Transition Report	false
Entity File Number	001-34272
Entity Registrant Name	ZOVIO INC
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	59-3551629
Entity Address, Address Line One	1811 E. Northrop Blvd,
Entity Address, City or Town	Chandler
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85286
City Area Code	858
Local Phone Number	668-2586
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	ZVO
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		34,206,052
Entity Central Index Key	0001305323
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 20,812	$ 28,265
Restricted cash	6,079	9,288
Investments	227	974
Accounts receivable, net of allowance for credit losses of $1.2 million and $0.9 million at June 30, 2022 and December 31, 2021, respectively	4,951	9,631
Prepaid expenses and other current assets	8,633	13,423
Total current assets	40,702	61,581
Property and equipment, net	1,100	26,382
Operating lease assets	17,358	28,881
Goodwill and intangibles, net	23,915	29,499
Other long-term assets	2,358	2,691
Total assets	85,433	149,034
Current liabilities:
Accounts payable and accrued liabilities	35,523	74,769
Deferred revenue and student deposits	7,405	14,939
Total current liabilities	42,928	89,708
Rent liability	32,864	34,205
Other long-term liabilities	3,036	5,115
Total liabilities	78,828	129,028
Commitments and contingencies (see Note 14)
Preferred stock, $0.01 par value:
Preferred stock issued	0	0
Common stock, $0.01 par value:
Common stock issued	682	676
Additional paid-in capital	170,763	172,060
Retained earnings	271,860	283,970
Treasury stock	(436,700)	(436,700)
Total stockholders' equity	6,605	20,006
Total liabilities and stockholders' equity	$ 85,433	$ 149,034

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets - Parenthetical - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Less allowance for credit losses	$ 1,162	$ 931
Preferred Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	20,000,000	20,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized		300,000,000
Common Stock, Shares, Issued	67,915,000	67,255,000
Common Stock, Shares, Outstanding	34,206,000	33,546,000
Treasury Stock, Shares	33,709,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Income (Loss) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenue and other revenue	$ 51,380	$ 69,186	$ 113,013	$ 146,045
Costs and expenses:
Technology and academic services	17,290	18,056	35,788	37,200
Counseling services and support	17,705	23,173	39,036	48,498
Marketing and communication	18,272	21,729	40,186	47,560
General and administrative	7,836	8,376	14,958	24,272
Total costs and expenses	52,221	73,675	121,086	159,871
Operating loss	(841)	(4,489)	(8,073)	(13,826)
Other income (expense), net	(3,824)	232	(3,951)	159
Loss before income taxes	(4,665)	(4,257)	(12,024)	(13,667)
Income tax expense (benefit)	8	(224)	86	(141)
Net loss	$ (4,673)	$ (4,033)	$ (12,110)	$ (13,526)
Loss per share:
Earnings Per Share, Basic (in dollars per share)	$ (0.14)	$ (0.12)	$ (0.36)	$ (0.41)
Earnings Per Share, Diluted (in dollars per share)	$ (0.14)	$ (0.12)	$ (0.36)	$ (0.41)
Weighted average number of common shares outstanding used in computing loss per share:
Basic (in shares)	34,122	33,343	33,844	33,058
Diluted (in shares)	34,122	33,343	33,844	33,058
Restructuring and impairment expense	$ 35,887	$ 2,341	$ 35,887	$ 2,341
Gain (Loss) on Disposition of Assets	(45,689)	0	(45,689)	0
Legal settlement expense	920	0	920	0
Revenue
Revenue and other revenue	49,658	66,670	109,282	140,777
Other revenue
Revenue and other revenue	$ 1,722	$ 2,516	$ 3,731	$ 5,268

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Treasury Stock
Balance (in shares) at Dec. 31, 2020		66,454
Balance at Dec. 31, 2020	$ 59,217	$ 668	$ 179,489	$ 326,319	$ (447,259)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	2,382		2,382
Stock issued under stock incentive plan, net of shares held for taxes (in shares)		563
Stock issued under stock incentive plan, net of shares held for taxes	(1,078)	$ 5	(1,083)
Contingent consideration	(122)		(122)
Stock issued for acquisition	0		(10,559)		10,559
Net income (loss)	(9,493)			(9,493)
Balance (in shares) at Mar. 31, 2021		67,017
Balance at Mar. 31, 2021	50,906	$ 673	170,107	316,826	(436,700)
Balance (in shares) at Dec. 31, 2020		66,454
Balance at Dec. 31, 2020	59,217	$ 668	179,489	326,319	(447,259)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(13,526)
Balance (in shares) at Jun. 30, 2021		67,127
Balance at Jun. 30, 2021	47,108	$ 674	170,341	312,793	(436,700)
Balance (in shares) at Mar. 31, 2021		67,017
Balance at Mar. 31, 2021	50,906	$ 673	170,107	316,826	(436,700)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	247		247
Stock issued under stock incentive plan, net of shares held for taxes (in shares)		79
Stock issued under stock incentive plan, net of shares held for taxes	(88)	$ 1	(89)
Net income (loss)	(4,033)			(4,033)
Balance (in shares) at Jun. 30, 2021		67,127
Balance at Jun. 30, 2021	47,108	$ 674	170,341	312,793	(436,700)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issued under employee stock purchase plan (in shares)		31
Stock issued under employee stock purchase plan	76	$ 0	76
Balance (in shares) at Dec. 31, 2021		67,255
Balance at Dec. 31, 2021	20,006	$ 676	172,060	283,970	(436,700)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	(1,169)		(1,169)
Stock issued under stock incentive plan, net of shares held for taxes (in shares)		509
Stock issued under stock incentive plan, net of shares held for taxes	(133)	$ 5	(138)
Net income (loss)	(7,437)			(7,437)
Balance (in shares) at Mar. 31, 2022		67,764
Balance at Mar. 31, 2022	11,267	$ 681	170,753	276,533	(436,700)
Balance (in shares) at Dec. 31, 2021		67,255
Balance at Dec. 31, 2021	20,006	$ 676	172,060	283,970	(436,700)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(12,110)
Balance (in shares) at Jun. 30, 2022		67,915
Balance at Jun. 30, 2022	6,605	$ 682	170,763	271,860	(436,700)
Balance (in shares) at Mar. 31, 2022		67,764
Balance at Mar. 31, 2022	11,267	$ 681	170,753	276,533	(436,700)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	(13)		(13)
Stock issued under stock incentive plan, net of shares held for taxes (in shares)		113
Stock issued under stock incentive plan, net of shares held for taxes	(11)	$ 1	(12)
Net income (loss)	(4,673)			(4,673)
Balance (in shares) at Jun. 30, 2022		67,915
Balance at Jun. 30, 2022	6,605	$ 682	170,763	$ 271,860	$ (436,700)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issued under employee stock purchase plan (in shares)		38
Stock issued under employee stock purchase plan	$ 35	$ 0	$ 35

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Cash flows from operating activities:
Net income (loss)	$ (4,673)	$ (7,437)	$ (4,033)	$ (9,493)	$ (12,110)	$ (13,526)
Adjustments to reconcile net loss to net cash used in operating activities:
Provision for bad debts					257	911
Depreciation and amortization	1,878		1,977		3,911	4,262
Stock-based compensation					(1,182)	2,629
Noncash lease expense					2,849	4,367
Net loss (gain) on marketable securities					140	(144)
Loss on disposal or impairment of fixed assets					35,887	61
Gain on transactions, net					(45,689)	0
Changes in operating assets and liabilities:
Accounts receivable					3,108	(1,628)
Prepaid expenses and other current assets					(1,643)	(614)
Other long-term assets					(1,611)	(1,568)
Accounts payable and accrued liabilities					(38,771)	(9,198)
Deferred revenue and student deposits					198	2,491
Operating lease liabilities					(3,456)	(5,243)
Other liabilities					925	940
Net cash used in operating activities					(57,187)	(16,260)	$ (15,400)
Cash flows from investing activities:
Capital expenditures					(24)	(733)
Purchases of investments					(46)	(64)
Capitalized costs for intangible assets					(495)	(333)
Net proceeds from sale of assets					48,921	0
Sale of investments					652	247
Net cash provided by (used in) investing activities					49,008	(883)
Cash flows from financing activities:
Proceeds from the issuance of stock under employee stock purchase plan					35	76
Proceeds from long-term borrowings, net of fees					29,627	0
Tax withholdings on issuance of stock awards					(144)	(1,166)
Repayments on long-term borrowing					(32,001)	0
Net cash used in financing activities					(2,483)	(1,090)
Net decrease in cash, cash equivalents and restricted cash					(10,662)	(18,233)
Cash, cash equivalents and restricted cash at beginning of period		$ 37,553		$ 55,497	37,553	55,497	55,497
Cash, cash equivalents and restricted cash at end of period	26,891		37,264		26,891	37,264	37,553
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	20,812		23,981		20,812	23,981	28,265
Restricted cash	6,079		13,283		6,079	13,283	9,288
Total cash, cash equivalents and restricted cash	$ 26,891		$ 37,264		26,891	37,264	$ 37,553
Supplemental disclosure of non-cash transactions:
Purchase of equipment included in accounts payable and accrued liabilities					0	14
Issuance of common stock for vested restricted stock units					654	3,774
Debt extinguishment					0	3,095
Issuance of notes payable					$ 0	$ 2,809

Nature of Business

Nature of Business	6 Months Ended
Nature of Business	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business	Nature of Business Zovio Inc (the “Company”) is a Delaware corporation, and is an education technology services company that partners with higher education institutions and employers to deliver innovative, personalized solutions to help learners and leaders achieve their aspirations. In April 2019, the Company acquired both Fullstack Academy, Inc. (“Fullstack”) and TutorMe.com, Inc. (“TutorMe”), each of which became wholly-owned subsidiaries of the Company at that time. Fullstack is an innovative web development school offering immersive technology bootcamps, and TutorMe is an online education platform that provides 24/7 on-demand tutoring and online courses. On May 23, 2022, the Company completed the sale of TutorMe through an Asset Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company and TutorMe sold substantially all of the assets of TutorMe’s business in consideration of $55.0 million in cash and the assumption of certain liabilities of TutorMe’s business. The consideration payable pursuant to the Purchase Agreement is subject to a customary post-closing working capital adjustment. The gain on sale of TutorMe is comprised as follows: TutorMe sale consideration $ 55,000 Less: Disposed net assets: Accounts receivable, net 1,314 Prepaid and other assets 619 Goodwill 3,472 Intangibles 376 Deferred revenue (7,732) Other liabilities (631) Less: Transaction fees and adjustments 6,079 Gain on sale of TutorMe $ 51,503 As previously disclosed, on December 1, 2020, the Company finalized a definitive Asset Purchase and Sale Agreement (the “Purchase Agreement”), by and among the Company, AU LLC (the “University”), the Arizona Board of Regents, a body corporate, for and on behalf of the University of Arizona (the “University of Arizona”), and the University of Arizona Global Campus (“Global Campus or “UAGC”). Upon the closing of the Purchase Agreement, Global Campus owns and operates the University in affiliation with the University of Arizona and with a focus on expanding access to education for non-traditional adult learners, and the Company provides services to Global Campus under a long-term Strategic Services Agreement (the “Services Agreement”). The services that the Company provides to Global Campus under the Services Agreement include recruiting, admissions, marketing, student financial aid processing, and financial aid advising, program advising, student retention advising, support services for academics, information technology and institutional support services in exchange for the service fees described in the UAGC Services Agreement (collectively, the “UAGC Services Business”). On July 31, 2022, the Company entered into a new asset purchase agreement (the “New Asset Purchase Agreement”), pursuant to which Zovio sold to UAGC all of the remaining assets of Zovio related to the UAGC Services Business (the “Transaction”). In connection with the Transaction, the parties terminated the previous agreements. In addition, UAGC (a) paid to Zovio cash in the amount of $1.00, (b) assumed all obligations under Zovio’s business contracts associated with the UAGC Services Businesses, including the lease for the facilities located in Chandler, Arizona, which has a remaining term of eight certain judgment set forth in the Statement of Decision issued by the Superior Court of the State of California, County of San Diego on March 3, 2022, (iv) released UAGC from all remaining obligations under the UAGC/Zovio Agreements, and (v) granted UAGC and University of Arizona a general release of all claims. The gain on the sale of TutorMe noted above was partially offset by a $5.8 million loss on transaction recognized for the net asset adjustment from Global Campus in connection with the Transaction on July 31, 2022. Following the consummation of the Transaction on July 31, 2022, Zovio and UAGC have no contractual or other relationship with one another, other than an agreement to reasonably cooperate to effect the Transaction. As of the date hereof, UAGC operates the University as an integrated, online university. Zovio will continue to support the continued growth and expansion of its Fullstack Academy subsidiary and simultaneously explore strategic alternatives for that business. For additional information, see Note 16, “Subsequent Events.” Prior to the Transaction, the majority of the Company's cash came from the Services Agreement with Global Campus. The service fees in the Services Agreement were subject to certain minimum residual liability adjustments, including performance-based adjustments, minimum profit level adjustments, and excess direct cost adjustments. These adjustments are all variable in nature in that they depend upon the Company’s performance during each service period, and to a certain extent the performance and forecast of Global Campus.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany transactions have been eliminated in consolidation. Unaudited Interim Financial Information The condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for complete annual financial statements and should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities and Exchange Commission (“SEC”) on April 15, 2022. In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary to present a fair statement of the Company’s condensed consolidated financial position, results of operations and cash flows as of and for the periods presented. Operating results for any interim period are not necessarily indicative of the results that may be expected for the full year. The year-end condensed consolidated balance sheet data was derived from audited consolidated financial statements but does not include all disclosures required by GAAP for complete annual consolidated financial statements. Going Concern and Liquidity As of June 30, 2022, the Company had combined cash and cash equivalents of $20.8 million, compared with combined cash and cash equivalents of $28.3 million as of December 31, 2021. During the three months ended June 30, 2022, the Company sold TutorMe for $55.0 million as described in Note 1, “Nature of Business,” and used the proceeds to pay down its debt of $31.5 million as described in Note 8, “Credit Facilities,” and pay the $22.4 million in statutory penalties for the California Attorney General matter as described in Note 14, “Commitments and Contingencies.” The Company had negative cash flows from operations of $15.4 million for the fiscal year 2021, and negative cash flows from operations of $57.2 million for the six months ended June 30, 2022. The Company’s Services Agreement with Global Campus was subject to certain adjustments that impacted the amount and timing of cash flows, which payment terms were modified in April 2022 for the months of July, August and September 2022. Further, Global Campus incurred higher costs in their fourth quarter (the Company's second quarter) than the Company previously budgeted. On or about June 15, 2022, Global Campus advised the Company that Global Campus received a notice from the Department of Defense that they were placed on probation which would preclude them from enrolling new military students, pending completion of a comprehensive review. Additionally, there were communications from the Department of Defense to current Global Campus students cautioning them to consider leaving the University. We were advised by Global Campus that this matter should be resolved in a timely manner, however, it became apparent over the following weeks that these prolonged actions were having a negative impact on the University's revenue and therefore a negative impact on the Company's financial outlook. As a result, the Company entered into a new agreement with Global Campus, effective on July 31, 2022, which allowed Global Campus to acquire the business previously used to provide services to Global Campus. For additional information, see Note 16, “Subsequent Events.” The Company will continue to support the continued growth and expansion of its Fullstack subsidiary and simultaneously explore strategic alternatives for that business. The ability of the Company to continue as a going concern is dependent on the Company generating cash from its operations and availability to other funding sources. Due to the Company’s negative cash flows from operations and projected future negative cash flows from operations resulting from the Transaction with Global Campus and reduction of availability of debt financing, substantial doubt exists about the Company’s ability to continue as a going concern for the twelve months following the issuance of these condensed consolidated financial statements. Management plans to cover any shortfall from operations by selling its Fullstack subsidiary or obtaining debt financing. However, there can be no assurance the Company will be successful in these efforts. The condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Impairment of Long-Lived Assets The Company assesses potential impairment to its long-lived assets under ASC 360, Property and Equipment. The Company makes this assessment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recorded if the carrying amount of the long-lived asset is not recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Any required impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds fair value and is recorded as a reduction in the carrying value of the related asset and an expense to operating results. Due to the Transaction with Global Campus on July 31, 2022, the Company’s qualitative assessment indicated that an impairment in the Company’s long-lived assets occurred as of June 30, 2022. For additional information, see Note 16, “Subsequent Events.” The Company recorded an impairment of its long-lived assets during the six-months ended June 30, 2022 in the consolidated statements of income (loss) of $35.9 million as follows: Property and equipment, net $ 22,596 Operating lease assets 10,370 Intangibles, net 976 Other long-term assets 1,945 Impairment of long-lived assets $ 35,887 Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements. Actual results could differ from those estimates. As noted above, these condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities in the normal course of business. Comprehensive Loss The Company has no components of other comprehensive income (loss), and therefore, comprehensive loss equals net loss. Recent Accounting Pronouncements None noted as applicable.

Revenue, Other Revenue and Defe

Revenue, Other Revenue and Deferred Revenue	6 Months Ended
Revenue, Other Revenue and Deferred Revenue	Jun. 30, 2022
Revenue Recognition [Abstract]
Revenue, Other Revenue and Deferred Revenue	Revenue, Other Revenue and Deferred Revenue The following table presents the Company’s net revenue disaggregated based on the revenue source (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Strategic services revenue $ 41,022 $ 59,688 $ 91,310 $ 126,614 Transition services income 1,722 2,516 3,731 5,268 Tuition revenue, net 8,576 6,866 17,822 13,956 Other revenue, net (1) 60 116 150 207 Total revenue, net $ 51,380 $ 69,186 $ 113,013 $ 146,045 (1) Represents revenue generated from various services and other miscellaneous fees. The following table presents the Company’s net revenue disaggregated based on the timing of revenue recognition (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Over time, over period of instruction $ 51,340 $ 69,135 $ 112,932 $ 145,903 Point in time (1) 40 51 81 142 Total revenue, net $ 51,380 $ 69,186 $ 113,013 $ 146,045 (1) Represents revenue generated from digital textbooks and other miscellaneous fees. The Company operates under two reportable segments and has no significant foreign operations or assets located outside of the United States. For additional information on segmentation, see Note 15, “Segment Information.” Deferred Revenue and Student Deposits Current deferred revenue and student deposits consisted of the following (in thousands): As of June 30, 2022 As of Deferred revenue, current $ 6,901 $ 14,469 Student deposits 504 470 Total current deferred revenue and student deposits $ 7,405 $ 14,939 Below are the opening and closing balances of current deferred revenue from the Company’s contracts with customers (in thousands): June 30, 2022 June 30, 2021 Current deferred revenue opening balance, January 1 $ 14,469 $ 7,477 Current deferred revenue closing balance, June 30 6,901 9,981 Increase (decrease) $ (7,568) $ 2,504 For further information on receivables, refer to Note 6, “Accounts Receivable, Net” within the condensed consolidated financial statements. Deferred revenue consists of cash payments that are received or due in advance of the Company’s performance. As of June 30, 2022 the deferred revenue balance relates entirely to the Zovio Growth segment. For the majority of the Company’s customers, payment for services is due prior to services being provided and is included in current deferred revenue. However, there were previously contracts which included deferred revenue that was deemed to be long-term. For additional information, refer to Note 7, “Other Significant Balance Sheet Accounts - Other Long-Term Liabilities” within the condensed consolidated financial statements. The difference between the opening and closing balances of deferred revenue primarily results from the timing difference between the Company’s performance and the customer’s payment. For the six months ended June 30, 2022, the Company recognized $8.0 million of revenue that was included in the deferred revenue balance as of January 1, 2022. For the six months ended June 30, 2021, the Company recognized $6.1 million of revenue that was included in the deferred revenue balance as of January 1, 2021. Amounts reported in the closing balance of deferred revenue are expected to be recognized as revenue within the next 12 months.

Restructuring and Impairment Ex

Restructuring and Impairment Expense	6 Months Ended
Restructuring and Impairment Expense	Jun. 30, 2022
Restructuring and Related Activities [Abstract]
Restructuring, Impairment, and Other Activities Disclosure	Restructuring and Impairment Expense During the three and six months ended June 30, 2022, the Company recognized $35.9 million of asset impairment charges in the restructuring and impairment expense line item on the Company’s condensed consolidated statements of income (loss). During the three and six months ended June 30, 2021, the Company recognized $2.3 million of severance costs in the restructuring and impairment expense line item on the Company’s condensed consolidated statements of income (loss). The following table summarizes the amounts recorded in the restructuring and impairment expense line item on the Company’s condensed consolidated statements of income (loss) for each of the periods presented (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Asset impairment $ 35,887 $ — $ 35,887 $ — Severance costs $ — $ 2,341 $ — $ 2,341 Total restructuring and impairment expense $ 35,887 $ 2,341 $ 35,887 $ 2,341 The Company previously vacated or consolidated properties and subsequently reassessed its non-cancelable leases. Additionally, the Company previously implemented restructuring plans to reduce operating expenses, implement cost reductions and conserve cash resources. The severance costs and lease costs are expected to substantially all be paid out over the next 12 months. The following table summarizes the changes in the Company's restructuring and impairment liability by type during the six months ended June 30, 2022 (in thousands): Asset Impairment Student Transfer Costs Severance Costs Lease Exit and Other Costs Total Balance at December 31, 2021 $ — $ 1,282 $ 520 $ 398 $ 2,200 Restructuring and impairment expense 35,887 — — — 35,887 Payments and adjustments — — (520) (140) (660) Non-cash transaction (35,887) — — — (35,887) Balance at June 30, 2022 $ — $ 1,282 $ — $ 258 $ 1,540 The restructuring liability amounts are recorded within either the (i) accounts payable and accrued liabilities account or (ii) rent liability account on the condensed consolidated balance sheets.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
Fair Value Measurements	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements The following tables summarize fair value information as of June 30, 2022 and December 31, 2021, respectively (in thousands): As of June 30, 2022 Level 1 Level 2 Level 3 Total Mutual funds $ 227 $ — $ — $ 227 As of Level 1 Level 2 Level 3 Total Mutual funds $ 974 $ — $ — $ 974 The mutual funds in the tables above, represent deferred compensation asset balances, which are considered to be trading securities. The Company’s deferred compensation asset balances are recorded in the investments line item on the Company’s condensed consolidated balance sheets, and are classified as Level 1 securities. There were no transfers between any level categories for investments during the periods presented. There were no differences between amortized cost and fair value of investments as of June 30, 2022 or December 31, 2021, and no reclassifications out of accumulated other comprehensive income during the six months ended June 30, 2022 or 2021.

Accounts Receivable, Net

Accounts Receivable, Net	6 Months Ended
Accounts Receivable, Net	Jun. 30, 2022
Receivables [Abstract]
Accounts Receivable, Net	Accounts Receivable, Net Accounts receivable, net, consisted of the following (in thousands): As of June 30, 2022 As of Accounts receivable $ 6,113 $ 10,562 Less allowance for credit losses 1,162 931 Accounts receivable, net $ 4,951 $ 9,631 The following table presents the changes in the allowance for credit losses for the six months ended June 30, 2022 (in thousands): Beginning Charged to Write-offs Recoveries of amounts Ending $ 931 $ 257 $ (43) $ 17 $ 1,162 The following table presents the changes in the allowance for credit losses for the six months ended June 30, 2021 (in thousands): Beginning Charged to Write-offs Recoveries of amounts Ending $ 1,216 $ 911 $ (299) $ — $ 1,828

Other Significant Balance Sheet

Other Significant Balance Sheet Accounts	6 Months Ended
Other Significant Balance Sheet Accounts	Jun. 30, 2022
Balance Sheet Related Disclosures [Abstract]
Other Significant Balance Sheet Accounts	Other Significant Balance Sheet Accounts Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): As of June 30, 2022 As of Prepaid expenses $ 2,565 $ 2,664 Prepaid licenses 2,652 1,233 Prepaid insurance 2,500 2,254 Insurance recoverable 377 496 Other current assets (1) 539 6,776 Total prepaid expenses and other current assets $ 8,633 $ 13,423 (1) Decrease in balances is primarily due to the $5.8 million loss on transaction recognized for the net asset adjustment from Global Campus in connection with the Transaction on July 31, 2022. See Note 16, “Subsequent Events.” Property and Equipment, Net Property and equipment, net, consisted of the following (in thousands): As of June 30, 2022 As of Furniture and office equipment $ 1,383 $ 22,032 Software — 4,493 Leasehold improvements — 15,921 Vehicles — 22 Total property and equipment (1) 1,383 42,468 Less accumulated depreciation and amortization (283) (16,086) Total property and equipment, net $ 1,100 $ 26,382 (1) Decrease in balances are partially due to the asset impairment recognized in connection with the transaction with Global Campus. See Note 16, “Subsequent Events.” For the three months ended June 30, 2022 and 2021, depreciation and amortization expense related to property and equipment was $1.3 million and $1.3 million, respectively. For the six months ended June 30, 2022 and 2021, depreciation and amortization expense related to property and equipment was $2.7 million and $2.6 million, respectively. Goodwill and Intangibles, Net Goodwill and intangibles, net, consisted of the following (in thousands): June 30, 2022 Definite-lived intangible assets: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized curriculum costs (1) $ 570 $ (114) $ 456 Purchased intangible assets 12,455 (8,700) 3,755 Total definite-lived intangible assets $ 13,025 $ (8,814) $ 4,211 Goodwill 19,704 Total goodwill and intangibles, net $ 23,915 December 31, 2021 Definite-lived intangible assets: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized curriculum costs $ 13,982 $ (12,796) $ 1,186 Purchased intangible assets 14,185 (9,048) 5,137 Total definite-lived intangible assets $ 28,167 $ (21,844) $ 6,323 Goodwill 23,176 Total goodwill and intangibles, net $ 29,499 (1) Decrease in balances are partially due to the asset impairment recognized in connection with the Transaction with Global Campus. See Note 16, “Subsequent Events.” For the three months ended June 30, 2022 and 2021, amortization expense was $0.6 million and $0.7 million, respectively. For the six months ended June 30, 2022 and 2021, amortization expense was $1.3 million and $1.7 million, respectively. The following table summarizes the estimated remaining amortization expense as of each fiscal year ended below (in thousands): Year Ended December 31, Remainder of 2022 $ 960 2023 1,919 2024 584 2025 129 2026 122 Thereafter 497 Total future amortization expense $ 4,211 Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following (in thousands): As of June 30, 2022 As of Accounts payable $ 7,791 $ 5,967 Accrued salaries and wages 4,364 5,434 Accrued bonus 1,360 3,625 Accrued vacation 2,915 3,037 Accrued litigation and fees — 22,376 Minimum residual liability 68 14,987 Accrued expenses 14,025 13,400 Current leases payable 4,071 4,492 Accrued insurance liability 929 1,404 Accrued income taxes payable — 47 Total accounts payable and accrued liabilities $ 35,523 $ 74,769 Other Long-Term Liabilities Other long-term liabilities consisted of the following (in thousands): As of June 30, 2022 As of Notes payable $ 2,797 $ 2,723 Deferred revenue — 807 Other long-term liabilities 239 1,585 Total other long-term liabilities $ 3,036 $ 5,115

Credit Facilities

Credit Facilities	6 Months Ended
Credit Facilities	Jun. 30, 2022
Debt Disclosure [Abstract]
Credit Facilities	Credit Facilities The Company has issued letters of credit that are collateralized with cash, in the aggregate amount of $6.0 million as of June 30, 2022. The letters of credit relate primarily to the Company's leased facilities and insurance requirements. The collateralized cash is held in restricted cash on the Company's condensed consolidated balance sheets. The Company is required to provide surety bonds in certain states in which it does business. As a result, the Company previously entered into a surety bond facility with an insurance company to provide such bonds when required. Although there are no remaining issued bonds on the Company’s behalf under this facility as of June 30, 2022, the Company still holds certain liability associated with any required collateral. On April 14, 2022, the Company entered into a Financing Agreement (the “Credit Facility”) among the Company, as borrower, each of its wholly-owned subsidiaries as subsidiary guarantors (the “Guarantors”), the lenders party thereto from time to time (the “Lenders”) and Blue Torch Finance LLC, as administrative agent and collateral agent for the Lenders (the “Agent”). The Credit Facility provided for a term loan in the aggregate principal amount of $31.5 million (the “Term Loan”). The proceeds of the Term Loan were used (i) to satisfy the judgement in the CA Attorney General lawsuit, and (ii) to fund the working capital of the Company and the Guarantors. Subject to the terms of Credit Facility, the Term Loan had an interest rate per annum equal to LIBOR plus 9.0%, payable monthly. The principal amount of the Term Loan was to be repaid in equal quarterly installments of $393,750 beginning June 30, 2023 and through March 31, 2025, with the remaining unpaid principal amount of the Term Loan, and all accrued and unpaid interest thereon, due and payable on the maturity date of April 14, 2025. The Credit Facility contained customary representations, warranties, affirmative and negative covenants (including financial covenants), and indemnification provisions in favor of the Agent and the Lenders. Concurrent with the sale of TutorMe on May 23, 2022, the Company repaid in full all outstanding obligations of the Company owed to Blue Torch Finance, LLC and the Lenders pursuant to the Credit Facility. In connection with the Company’s repayment of the outstanding obligations under the Credit Facility, Blue Torch terminated the Credit Facility and released all of its security interests in and liens on all of the assets of the Company and its subsidiaries. There was an extinguishment of debt and an early termination of the loan during the period ended June 30, 2022. All fees associated with the term loan, including a termination fee of $0.5 million, and the write-off of the unamortized financing fees of $3.0 million. These along with normal interest expense of $0.3 million and amortization of issuance costs of $0.1 million, were included as part of “Other income (expense), net” in the condensed consolidated statements of income (loss).

Lease Obligations

Lease Obligations	6 Months Ended
Lease Obligations	Jun. 30, 2022
Leases [Abstract]
Lease Obligations	Lease Obligations Operating Leases The Company leases various office and classroom facilities with terms that expire at various dates through 2033. These facilities are used for academic operations, corporate functions, enrollment services and student support services. The Company does not have any leases other than its office facilities and classrooms. All of the leases were classified as operating leases for the period ended June 30, 2022, and the Company does not have any finance leases. All of the leases, other than those that may qualify for the short-term scope exception of 12 months or less, are recorded on the Company’s condensed consolidated balance sheets. In 2021, the Company entered into a new lease in New York for classrooms and office space and recorded a right-of-use asset of $14.6 million in exchange for lease obligations. However, in the fourth quarter of 2021, the Company began to market this space for sublease. There is no impairment indicator at this time, but there is no guarantee that the Company will be able to sublease the space at rates materially similar to that of the current lease.

Income Per Share

Income Per Share	6 Months Ended
Income Per Share	Jun. 30, 2022
Earnings Per Share [Abstract]
Income Per Share	Loss Per Share Basic loss per share is calculated by dividing net loss available to common stockholders for the period by the weighted average number of common shares outstanding for the period. Diluted loss per share is calculated by dividing net loss available to common stockholders for the period by the sum of (i) the weighted average number of common shares outstanding for the period, plus (ii) potentially dilutive securities outstanding during the period, if the effect is dilutive. Potentially dilutive securities for the periods presented include stock options, unvested restricted stock units (“RSUs”) and unvested performance stock units (“PSUs”). The following table sets forth the computation of basic and diluted loss per share for the periods indicated (in thousands, except per share data): Three Months Ended Six Months Ended 2022 2021 2022 2021 Numerator: Net loss $ (4,673) $ (4,033) $ (12,110) $ (13,526) Denominator: Weighted average number of common shares outstanding 34,122 33,343 33,844 33,058 Effect of dilutive options and stock units — — — — Diluted weighted average number of common shares outstanding 34,122 33,343 33,844 33,058 Loss per share: Basic $ (0.14) $ (0.12) $ (0.36) $ (0.41) Diluted $ (0.14) $ (0.12) $ (0.36) $ (0.41) The following table sets forth the number of stock options and stock units excluded from the computation of diluted loss per share for the periods indicated below because their effect was anti-dilutive (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Stock options 800 1,308 949 1,445 Stock units 3,187 1,269 3,077 1,094

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
Stock-Based Compensation	Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	Stock-Based Compensation The Company recorded a reversal of $13.0 thousand of stock-based compensation expense for the three months ended June 30, 2022, primarily relating to the forfeitures of certain performance-based PSUs not meeting their targets. The Company recorded $0.2 million of stock-based compensation expense for the three months ended June 30, 2021. The related income tax expense was $3.0 thousand for the three months ended June 30, 2022, and the related income tax benefit was $0.1 million for the three months ended June 30, 2021. The Company recorded a reversal of $1.2 million for the six months ended June 30, 2022, primarily relating to the forfeitures of certain performance-based PSUs not meeting their targets. The Company recorded an expense of $2.6 million of stock-based compensation expense for the six months ended June 30, 2021. The related income tax expense was $0.3 million for the six months ended June 30, 2022, and the related income tax benefit was $0.7 million for the six months ended June 30, 2021. During the six months ended June 30, 2022, the Company granted 1.0 million RSUs at a weighted average grant date fair value of $0.84 and 0.6 million RSUs vested. During the six months ended June 30, 2021, the Company granted 1.0 million RSUs at a weighted average grant date fair value of $3.39, and 0.9 million RSUs vested. During the six months ended June 30, 2022, the Company granted 0.4 million performance-based PSUs at a weighted average grant date fair value of $0.90, and 0.2 million performance-based or market-based PSUs vested. During the six months ended June 30, 2021, the Company granted 0.8 million performance-based PSUs at a weighted average grant date fair value of 2.73, and no performance-based or market-based PSUs vested. During each of the six months ended June 30, 2022, and 2021, the Company did not grant any stock options and no stock options were exercised.

Income Taxes

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company uses the asset-liability method to account for taxes. Under this method, deferred income tax assets and liabilities result from temporary differences between the tax basis of assets and liabilities and their reported amounts in the condensed consolidated financial statements that will result in income and deductions in future years. The Company recognizes deferred tax assets if realization of such assets is more-likely-than-not. In order to make this determination, the Company evaluates a number of factors including the ability to generate future taxable income from reversing taxable temporary differences, forecasts of financial and taxable income or loss, and the ability to carryback certain operating losses to refund taxes paid in prior years. The cumulative loss incurred over the three-year period ended June 30, 2022 constituted significant negative objective evidence against the Company’s ability to realize a benefit from its federal deferred tax assets. Such objective evidence limited the ability of the Company to consider in its evaluation certain subjective evidence such as the Company’s projections for future growth. On the basis of its evaluation, the Company determined that its deferred tax assets were not more-likely-than-not to be realized and that a valuation allowance against its deferred tax assets should continue to be maintained as of June 30, 2022. The Company’s current effective income tax rate that has been applied to normal, recurring operations for the six months ended June 30, 2022, after discrete items, was (0.7)%. As of both June 30, 2022, and December 31, 2021, the Company did not have any gross unrecognized tax benefits. Although the Company believes the tax accruals provided are reasonable, the final determination of tax returns under review or returns that may be reviewed in the future and any related litigation could result in tax liabilities that materially differ from the Company’s historical income tax provisions and accruals. The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The 2017 tax year and forward are open to examination for federal income tax purposes, and the 2015 tax year and forward are open to examination for state income tax purposes.

Regulatory

Regulatory	6 Months Ended
Regulatory	Jun. 30, 2022
Regulatory [Abstract]
Regulatory	Regulatory The Company is subject to extensive regulation by federal and state governmental agencies and accrediting bodies. In particular, the Higher Education Act of 1965, as amended (“Higher Education Act”), and the regulations promulgated thereunder by the U.S. Department of Education (“Department”) subject the Company and its university partners to significant regulatory scrutiny on the basis of numerous standards that institutions of higher education must satisfy in order to participate in the various federal student financial aid programs under Title IV of the Higher Education Act (“Title IV programs”). Following the July 31, 2022 Transaction with Global Campus, the Company was released from all remaining obligations under the UAGC/Zovio Agreements, including from all indemnification obligations under the Original Asset Purchase Agreement. For additional information, see Note 16, “Subsequent Events.” Department of Education On-Site Program Review of former Ashford University In December 2016, the Department informed the University that it intended to continue the on-site program review, which commenced in January 2017 and initially covered the 2015-2016 and 2016-2017 award years, but may be expanded if the Department deems such expansion appropriate. To date, the Company has not received a draft report from the Department. Department of Education Close Out Audit of University of the Rockies During the fiscal year 2018, the Company recorded an expense of $1.5 million, in relation to the close out audit of University of the Rockies resulting from its merger with the University in October 2018. The expense was recorded in relation to borrower defense to repayment regulations. On September 26, 2019, the Department sent the University a Final Audit Determination letter for the University of the Rockies. This letter confirmed that with the exception of the borrower defense to repayment regulations, none of the other audit findings resulted in financial liability. The Department also stated that additional liabilities could accrue in the future. On December 19, 2019, the Company filed an administrative appeal with the Department appealing the alleged liability on the basis that the University of Rockies did not close but rather merged with the University. The briefing on the appeal is complete and the Company is awaiting a decision by the administrative law judge. WSCUC Accreditation of Global Campus (formerly Ashford University) Global Campus is regionally accredited by WASC Senior College and University Commission (“WSCUC”). In June 2019, WSCUC acted to reaffirm accreditation through Spring 2025. In November 2020, WSCUC approved the change of control application filed to complete the Original Asset Purchase Agreement, subject to certain conditions. WSCUC notified Global Campus that the provisions of the Notice of Concern issued as part of the reaffirmation of the University in July 2019 also remain in effect. Department of Education On December 1, 2020, the parties to the Purchase Agreement entered into Amendment No. 1 to the Purchase Agreement (“Amendment”) pursuant to which, among other things, the University of Arizona and Global Campus waived the closing condition regarding issuance of a pre-acquisition review notice by the Department of Education. Under the terms of the Purchase Agreement, as amended, the Closing was subject to customary closing conditions for transactions in this sector. The Department was expected to conduct a post-closing review of Global Campus, consistent with the Department’s procedures during which the Department makes a determination on the institution’s request for recertification from the Department following the change of control, including whether to impose or place other conditions or restrictions. To be eligible to participate in Title IV programs, an institution must comply with the Higher Education Act and the regulations thereunder that are administered by the Department. On July 1, 2022, the Department notified the Company that as a result of the Statement of Decisions issued in the California Attorney General matter as described below in Note 14, “Commitments and Contingencies,” the Department was conducting a preliminary review of the Company’s participation in Title IV Higher Education Act programs and requested various documents and information from the Company. The Company is evaluating the request and cooperating with the Department. Borrowers Defense to Repayment On October 28, 2016, the Department published borrower defense to repayment regulations to change processes that assist students in gaining relief under certain provisions of the Direct Loan Program regulations. These defense to repayment regulations allow a borrower to assert a defense to repayment on the basis of a substantial misrepresentation, any other misrepresentation in cases where certain other factors are present, a breach of contract or a favorable nondefault contested judgment against a school for its act or omission relating to the making of the borrower’s loan or the provision of educational services for which the loan was provided. In addition, the financial responsibility standards contained in the new regulations establish the conditions or events that trigger the requirement for an institution to provide the Department with financial protection in the form of a letter of credit or other security against potential institutional liabilities. Triggering conditions or events include, among others, certain state, federal or accrediting agency actions or investigations, and in the case of publicly traded companies, receipt of certain warnings from the SEC or the applicable stock exchange, or the failure to timely file a required annual or quarterly report with the SEC. The new regulations also prohibit schools from requiring that students agree to settle future disputes through arbitration. On March 15, 2019, the Department issued guidance for the implementation of parts of the regulations. The guidance covers an institution’s responsibility in regard to reporting mandatory and discretionary triggers as part of the financial responsibility standards, class action bans and pre-dispute arbitration agreements, submission of arbitral and judicial records, and repayment rates. On August 30, 2019, the Department finalized the regulations derived from the 2017-2018 negotiated rulemaking process and subsequent public comments. This version of the borrower defense regulations applies to all federal student loans made on or after July 1, 2020, and, among other things: grants borrowers the right to assert borrower defense to repayment claims against institutions, regardless of whether the loan is in default or in collection proceedings; allows borrowers to file defense to repayment claims three years from either the student’s date of graduation or withdrawal from the institution; and gives students the ability to allege a specific amount of financial harm and to obtain relief in an amount determined by the Department, which may be greater or lesser than their original claim amount. It also includes financial triggers and other factors for recalculating an institution’s financial responsibility composite score that differ from those in the 2016 regulations. On March 18, 2021, the Department announced it would adopt a streamlined approach for granting full debt relief to borrowers reversing the methodology first announced in December 2019 that allowed for partial student loan cancellation for borrowers. The Department determined that the previous methodology did not result in an appropriate relief determination. In July 2020, the Department notified the Company that they would be initiating a preliminary review of borrower defense applications from borrowers who made claims regarding the University. As part of the initial fact-finding process, the Department will send individual student claims to the University and allow the institution the opportunity to submit a response to the borrower’s allegations. In 2020, the Company received and timely responded to the submitted claims and cannot predict the outcome of the Department’s review at this time. In 2022, Global Campus also received additional borrower defense applications from borrowers. Global Campus is responding to these additional submitted claims and we cannot predict the outcome of the Department's review at this time.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Litigation From time to time, the Company is a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. When the Company becomes aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. In accordance with GAAP, the Company records loss contingencies in its financial statements only for matters in which losses are probable and can be reasonably estimated. Where a range of loss can be reasonably estimated, the best estimate within that range should be accrued. If no estimate is better than another, the Company records the minimum estimated liability in the range. If the loss is not probable or the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the specific claim if the likelihood of a potential loss is reasonably possible and the amount involved could be material. The Company continuously assesses the potential liability related to the Company’s pending litigation and revises its estimates when additional information becomes available. Below is a list of material legal proceedings to which the Company or its subsidiaries is a party. California Attorney General Investigation of For-Profit Educational Institutions In January 2013, the Company received from the Attorney General of the State of California (“CA Attorney General”) an Investigative Subpoena relating to the CA Attorney General’s investigation of for-profit educational institutions. Pursuant to the Investigative Subpoena, the CA Attorney General requested documents and detailed information for the time period March 1, 2009 to the date of the Investigative Subpoena. On January 13, 2014 and June 19, 2014, the Company received additional Investigative Subpoenas from the CA Attorney General, each requesting additional documents and information for the time period March 1, 2009 through each such date. Representatives from the Company met with representatives from the CA Attorney General’s office on several occasions to discuss the status of the investigation, additional information requests, and specific concerns related to possible unfair business practices in connection with the Company’s recruitment of students and debt collection practices. The parties also discussed a potential resolution involving injunctive relief, other non-monetary remedies and a payment to the CA Attorney General and in the third quarter of 2016, the Company recorded an expense of $8.0 million related to the cost of resolving this matter. The parties did not reach a resolution and on November 29, 2017, the CA Attorney General filed suit against the Company. The Company vigorously defended this case and emphatically denies the allegations made by the CA Attorney General that it ever deliberately misled its students, falsely advertised its programs, or in any way were not fully accurate in its statements to investors. A trial took place from November 2021 through December 2021. On March 7, 2022, the Superior Court of the State of California, County of San Diego (the “Court”), issued a Statement of Decision regarding the Lawsuit in favor of the CA Attorney General. In the Statement of Decision, the Court ordered the Company to pay $22.4 million in statutory penalties. As a result, the Company accrued an additional $14.3 million in the fourth quarter of 2021, for a total of $22.4 million accrued as of December 31, 2021. The Court denied the CA Attorney General’s demands for restitution and injunctive relief finding no evidence postdating 2017 that would necessitate an injunction. The Company is disappointed by the Court’s decision and believes that its practices were at all times in compliance with California law. On June 10, 2022, the Company filed a notice of appeal on the Statement of Decision. During the second quarter of 2022, the Company paid $23.3 million, which included the full amount of the judgment as well as applicable costs and accrued interest. This payment does not waive the Company’s right to appeal the judgment. In connection with the Transaction closed on July 31, 2022, the Company granted UAGC the right to any refund achieved from the State of California as a result of the appeal. For additional information, see Note 16, “Subsequent Events.”

Segment Reporting

Segment Reporting	6 Months Ended
Segment Reporting	Jun. 30, 2022
Segment Reporting [Abstract]
Segment Reporting Disclosure	Segment Information The Company operates in two reportable segments: University Partners and Zovio Growth. The Company reports segment information based upon the management approach, and how the chief operating decision maker views the operations. Until the sale of TutorMe, the Company had three operating segments: Fullstack, TutorMe, and Zovio, and two reportable segments: University Partners and Zovio Growth. On May 23, 2022, the Company completed the sale of TutorMe by which the Company sold substantially all of the assets of TutorMe’s business in consideration of cash and the assumption of certain liabilities of TutorMe’s business. For additional information, see Note 1, “Nature of Business.” The Company’s operating segments are determined based on (i) financial information reviewed by the CEO, who is the chief operating decision maker, (ii) internal management and related reporting structure, and (iii) the basis upon which the chief operating decision maker makes resource allocation decisions. Fullstack and TutorMe, through sale date, are aggregated into a single reportable segment, called Zovio Growth. The aggregation of the Fullstack and TutorMe operating segments was based on their uniform customer bases and methods of services provided as required by ASC 280-10-50-12. Based on these same quantitative tests, the Zovio operating segment is a separate reportable segment, called University Partners. The segment reporting did not have any impact on the determination of reporting units used to assess impairment under ASC 350, Intangibles - Goodwill and Other. The University Partners segment includes the technology and services provided to colleges and universities to enable the online delivery of degree programs and related goods and services. Segment Performance The following table summarizes financial information regarding each reportable segment’s results of operations for the periods presented (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Revenue by segment University Partners $ 42,784 $ 62,254 $ 95,117 $ 131,933 Zovio Growth 8,596 6,932 17,896 14,112 Total revenue and other revenue $ 51,380 $ 69,186 $ 113,013 $ 146,045 Segment profitability University Partners $ 3,039 $ (654) $ 413 $ (6,091) Zovio Growth (2,002) (1,858) (4,575) (3,473) Total segment profitability(1) $ 1,037 $ (2,512) $ (4,162) $ (9,564) (1) Segment profitability represents EBITDA. The following table reconciles total loss before income taxes to total segment profitability (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Loss before income taxes $ (4,665) $ (4,257) $ (12,024) $ (13,667) Adjustments: Other expense, net 3,824 (232) 3,951 (159) Depreciation and amortization expense 1,878 1,977 3,911 4,262 Total segment profitability $ 1,037 $ (2,512) $ (4,162) $ (9,564) During both the three months ended and six months ended June 30, 2022 and June 30, 2021, Global Campus accounted for the entire amount of the University Partners segment revenue, respectively. During both the a three months ended and six months ended June 30, 2022 or 2021, there were no customers or individual university clients which accounted for 10% or more of the Zovio Growth segment revenue. The Company’s total assets by segment are as follows (in thousands): As of June 30, 2022 As of University Partners $ 35,907 $ 86,628 Zovio Growth 49,526 62,406 Total assets $ 85,433 $ 149,034 The Company’s accounts receivable in each segment are as follows (in thousands): As of June 30, 2022 As of University Partners $ 252 $ 78 Zovio Growth 4,699 9,553 Total accounts receivable $ 4,951 $ 9,631 As of each June 30, 2022 and December 31, 2021, the University Partners accounts receivable balance was immaterial. As of each June 30, 2022 and December 31, 2021, there were no individual partners or customers which accounted for 10% or more of the Zovio Growth accounts receivable balance, as customers are individual students or third parties paying on their behalf, rather than university clients. The Company’s deferred revenue and student deposit amounts as of June 30, 2022 and December 31, 2021, respectively, are fully attributable to the Zovio Growth segment. For additional information on deferred revenue and student deposits, see Note 3, “Revenue, Other Revenue and Deferred Revenue.” The Company’s goodwill amounts as of June 30, 2022 and December 31, 2021, respectively, are fully attributable to the Zovio Growth segment. For additional information on goodwill, see Note 7, “Other Significant Balance Sheet Accounts - Goodwill and intangibles, net.”

Subsequent Events

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company performed an evaluation of events occurring between the end of our most recent quarter end and the date of filing these condensed consolidated financial statements. As previously disclosed, in December 2020, the Company, along with The University of Arizona Global Campus, an Arizona nonprofit corporation (“Global Campus” or “UAGC”), and the Arizona Board of Regents, a body corporate, for and on behalf of The University of Arizona (“UofA”), entered into an Asset Purchase and Sale Agreement (as amended, the “Original Asset Purchase Agreement”), pursuant to which, among other things, Zovio agreed to sell to UAGC certain institutional assets related to its regionally-accredited, online university (the “University”). In connection with that transaction, the parties entered into a long-term Strategic Services Agreement (the “UAGC Services Agreement” and, together with the Original Asset Purchase Agreement and certain related agreements, the “UAGC/Zovio Agreements”), dated December 1, 2020, pursuant to which, among other things, Zovio was engaged by UAGC to provide certain services related to UAGC’s operation of the University, including recruiting, admissions, marketing, student financial aid processing, and financial aid advising, program advising, student retention advising, support services for academics, information technology and institutional support services in exchange for the service fees described in the UAGC Services Agreement (collectively, the “UAGC Services Business”). On July 31, 2022, the Company entered into and simultaneously closed a new asset purchase agreement (the “New Asset Purchase Agreement”), pursuant to which Zovio sold to UAGC all of the remaining assets of Zovio related to the UAGC Services Business (the “Transaction”). In connection with the Transaction, the parties terminated the previous agreements. In addition, UAGC (a) paid to Zovio cash in the amount of $1.00, (b) assumed all obligations under Zovio’s business contracts associated with the UAGC Services Businesses, including the lease for the facilities located in Chandler, Arizona, which has a remaining term of eight

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2022
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany transactions have been eliminated in consolidation.
Unaudited Interim Financial Information	Unaudited Interim Financial Information The condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for complete annual financial statements and should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities and Exchange Commission (“SEC”) on April 15, 2022. In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary to present a fair statement of the Company’s condensed consolidated financial position, results of operations and cash flows as of and for the periods presented. Operating results for any interim period are not necessarily indicative of the results that may be expected for the full year. The year-end condensed consolidated balance sheet data was derived from audited consolidated financial statements but does not include all disclosures required by GAAP for complete annual consolidated financial statements.
Going Concern	Going Concern and Liquidity As of June 30, 2022, the Company had combined cash and cash equivalents of $20.8 million, compared with combined cash and cash equivalents of $28.3 million as of December 31, 2021. During the three months ended June 30, 2022, the Company sold TutorMe for $55.0 million as described in Note 1, “Nature of Business,” and used the proceeds to pay down its debt of $31.5 million as described in Note 8, “Credit Facilities,” and pay the $22.4 million in statutory penalties for the California Attorney General matter as described in Note 14, “Commitments and Contingencies.” The Company had negative cash flows from operations of $15.4 million for the fiscal year 2021, and negative cash flows from operations of $57.2 million for the six months ended June 30, 2022. The Company’s Services Agreement with Global Campus was subject to certain adjustments that impacted the amount and timing of cash flows, which payment terms were modified in April 2022 for the months of July, August and September 2022. Further, Global Campus incurred higher costs in their fourth quarter (the Company's second quarter) than the Company previously budgeted. On or about June 15, 2022, Global Campus advised the Company that Global Campus received a notice from the Department of Defense that they were placed on probation which would preclude them from enrolling new military students, pending completion of a comprehensive review. Additionally, there were communications from the Department of Defense to current Global Campus students cautioning them to consider leaving the University. We were advised by Global Campus that this matter should be resolved in a timely manner, however, it became apparent over the following weeks that these prolonged actions were having a negative impact on the University's revenue and therefore a negative impact on the Company's financial outlook. As a result, the Company entered into a new agreement with Global Campus, effective on July 31, 2022, which allowed Global Campus to acquire the business previously used to provide services to Global Campus. For additional information, see Note 16, “Subsequent Events.” The Company will continue to support the continued growth and expansion of its Fullstack subsidiary and simultaneously explore strategic alternatives for that business. The ability of the Company to continue as a going concern is dependent on the Company generating cash from its operations and availability to other funding sources. Due to the Company’s negative cash flows from operations and projected future negative cash flows from operations resulting from the Transaction with Global Campus and reduction of availability of debt financing, substantial doubt exists about the Company’s ability to continue as a going concern for the twelve months following the issuance of these condensed consolidated financial statements. Management plans to cover any shortfall from operations by selling its Fullstack subsidiary or obtaining debt financing. However, there can be no assurance the Company will be successful in these efforts. The condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company assesses potential impairment to its long-lived assets under ASC 360, Property and Equipment. The Company makes this assessment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recorded if the carrying amount of the long-lived asset is not recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Any required impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds fair value and is recorded as a reduction in the carrying value of the related asset and an expense to operating results. Due to the Transaction with Global Campus on July 31, 2022, the Company’s qualitative assessment indicated that an impairment in the Company’s long-lived assets occurred as of June 30, 2022. For additional information, see Note 16, “Subsequent Events.” The Company recorded an impairment of its long-lived assets during the six-months ended June 30, 2022 in the consolidated statements of income (loss) of $35.9 million as follows: Property and equipment, net $ 22,596 Operating lease assets 10,370 Intangibles, net 976 Other long-term assets 1,945 Impairment of long-lived assets $ 35,887
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements. Actual results could differ from those estimates. As noted above, these condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities in the normal course of business.
Comprehensive Income (Loss)	Comprehensive Loss The Company has no components of other comprehensive income (loss), and therefore, comprehensive loss equals net loss.
Recent Accounting Pronouncements	Recent Accounting Pronouncements None noted as applicable.

Nature of Business (Tables)

Nature of Business (Tables)	6 Months Ended
Nature of Business (Tables)	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Disposal Groups, Including Discontinued Operations	The gain on sale of TutorMe is comprised as follows: TutorMe sale consideration $ 55,000 Less: Disposed net assets: Accounts receivable, net 1,314 Prepaid and other assets 619 Goodwill 3,472 Intangibles 376 Deferred revenue (7,732) Other liabilities (631) Less: Transaction fees and adjustments 6,079 Gain on sale of TutorMe $ 51,503

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
Summary of Significant Accounting Policies (Tables)	Jun. 30, 2022
Accounting Policies [Abstract]
Schedule of Impairment of Long-lived Assets	The Company recorded an impairment of its long-lived assets during the six-months ended June 30, 2022 in the consolidated statements of income (loss) of $35.9 million as follows: Property and equipment, net $ 22,596 Operating lease assets 10,370 Intangibles, net 976 Other long-term assets 1,945 Impairment of long-lived assets $ 35,887

Revenue, Other Revenue and De_2

Revenue, Other Revenue and Deferred Revenue (Tables)	6 Months Ended
Revenue, Other Revenue and Deferred Revenue (Tables)	Jun. 30, 2022
Revenue Recognition [Abstract]
Disaggregation of revenue	The following table presents the Company’s net revenue disaggregated based on the revenue source (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Strategic services revenue $ 41,022 $ 59,688 $ 91,310 $ 126,614 Transition services income 1,722 2,516 3,731 5,268 Tuition revenue, net 8,576 6,866 17,822 13,956 Other revenue, net (1) 60 116 150 207 Total revenue, net $ 51,380 $ 69,186 $ 113,013 $ 146,045 (1) Represents revenue generated from various services and other miscellaneous fees. The following table presents the Company’s net revenue disaggregated based on the timing of revenue recognition (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Over time, over period of instruction $ 51,340 $ 69,135 $ 112,932 $ 145,903 Point in time (1) 40 51 81 142 Total revenue, net $ 51,380 $ 69,186 $ 113,013 $ 146,045 (1) Represents revenue generated from digital textbooks and other miscellaneous fees.
Deferred Revenue and Student Deposits	Current deferred revenue and student deposits consisted of the following (in thousands): As of June 30, 2022 As of Deferred revenue, current $ 6,901 $ 14,469 Student deposits 504 470 Total current deferred revenue and student deposits $ 7,405 $ 14,939
Deferred revenue of Company's contracts with customers	Below are the opening and closing balances of current deferred revenue from the Company’s contracts with customers (in thousands): June 30, 2022 June 30, 2021 Current deferred revenue opening balance, January 1 $ 14,469 $ 7,477 Current deferred revenue closing balance, June 30 6,901 9,981 Increase (decrease) $ (7,568) $ 2,504

Restructuring and Impairment _2

Restructuring and Impairment Expense Restructuring and Impairment Expense (Tables)	6 Months Ended
	Jun. 30, 2022
Restructuring and Related Activities [Abstract]
Schedule of restructuring reserve by type of cost	The following table summarizes the changes in the Company's restructuring and impairment liability by type during the six months ended June 30, 2022 (in thousands): Asset Impairment Student Transfer Costs Severance Costs Lease Exit and Other Costs Total Balance at December 31, 2021 $ — $ 1,282 $ 520 $ 398 $ 2,200 Restructuring and impairment expense 35,887 — — — 35,887 Payments and adjustments — — (520) (140) (660) Non-cash transaction (35,887) — — — (35,887) Balance at June 30, 2022 $ — $ 1,282 $ — $ 258 $ 1,540

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
Fair Value Measurements (Tables)	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Information of Short and Long-term Investments	The following tables summarize fair value information as of June 30, 2022 and December 31, 2021, respectively (in thousands): As of June 30, 2022 Level 1 Level 2 Level 3 Total Mutual funds $ 227 $ — $ — $ 227 As of Level 1 Level 2 Level 3 Total Mutual funds $ 974 $ — $ — $ 974

Accounts Receivable, Net (Table

Accounts Receivable, Net (Tables)	6 Months Ended
Accounts Receivable, Net (Tables)	Jun. 30, 2022
Receivables [Abstract]
Schedule of Accounts Receivable, Net	Accounts receivable, net, consisted of the following (in thousands): As of June 30, 2022 As of Accounts receivable $ 6,113 $ 10,562 Less allowance for credit losses 1,162 931 Accounts receivable, net $ 4,951 $ 9,631
Changes in Allowance for Doubtful Accounts, Accounts Receivable	The following table presents the changes in the allowance for credit losses for the six months ended June 30, 2022 (in thousands): Beginning Charged to Write-offs Recoveries of amounts Ending $ 931 $ 257 $ (43) $ 17 $ 1,162 The following table presents the changes in the allowance for credit losses for the six months ended June 30, 2021 (in thousands): Beginning Charged to Write-offs Recoveries of amounts Ending $ 1,216 $ 911 $ (299) $ — $ 1,828

Other Significant Balance She_2

Other Significant Balance Sheet Accounts (Tables)	6 Months Ended
Other Significant Balance Sheet Accounts (Tables)	Jun. 30, 2022
Balance Sheet Related Disclosures [Abstract]
Prepaid Expenses and Other Current Assets	Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): As of June 30, 2022 As of Prepaid expenses $ 2,565 $ 2,664 Prepaid licenses 2,652 1,233 Prepaid insurance 2,500 2,254 Insurance recoverable 377 496 Other current assets (1) 539 6,776 Total prepaid expenses and other current assets $ 8,633 $ 13,423 (1) Decrease in balances is primarily due to the $5.8 million loss on transaction recognized for the net asset adjustment from Global Campus in connection with the Transaction on July 31, 2022. See Note 16, “Subsequent Events.”
Property and Equipment, Net	Property and Equipment, Net Property and equipment, net, consisted of the following (in thousands): As of June 30, 2022 As of Furniture and office equipment $ 1,383 $ 22,032 Software — 4,493 Leasehold improvements — 15,921 Vehicles — 22 Total property and equipment (1) 1,383 42,468 Less accumulated depreciation and amortization (283) (16,086) Total property and equipment, net $ 1,100 $ 26,382 (1) Decrease in balances are partially due to the asset impairment recognized in connection with the transaction with Global Campus. See Note 16, “Subsequent Events.” For the three months ended June 30, 2022 and 2021, depreciation and amortization expense related to property and equipment was $1.3 million and $1.3 million, respectively. For the six months ended June 30, 2022 and 2021, depreciation and amortization expense related to property and equipment was $2.7 million and $2.6 million, respectively.
Goodwill and Intangibles, Net	Goodwill and Intangibles, Net Goodwill and intangibles, net, consisted of the following (in thousands): June 30, 2022 Definite-lived intangible assets: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized curriculum costs (1) $ 570 $ (114) $ 456 Purchased intangible assets 12,455 (8,700) 3,755 Total definite-lived intangible assets $ 13,025 $ (8,814) $ 4,211 Goodwill 19,704 Total goodwill and intangibles, net $ 23,915 December 31, 2021 Definite-lived intangible assets: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized curriculum costs $ 13,982 $ (12,796) $ 1,186 Purchased intangible assets 14,185 (9,048) 5,137 Total definite-lived intangible assets $ 28,167 $ (21,844) $ 6,323 Goodwill 23,176 Total goodwill and intangibles, net $ 29,499 (1) Decrease in balances are partially due to the asset impairment recognized in connection with the Transaction with Global Campus. See Note 16, “Subsequent Events.” For the three months ended June 30, 2022 and 2021, amortization expense was $0.6 million and $0.7 million, respectively. For the six months ended June 30, 2022 and 2021, amortization expense was $1.3 million and $1.7 million, respectively.
Intangibles, Estimated Remaining Amortization Expense	The following table summarizes the estimated remaining amortization expense as of each fiscal year ended below (in thousands): Year Ended December 31, Remainder of 2022 $ 960 2023 1,919 2024 584 2025 129 2026 122 Thereafter 497 Total future amortization expense $ 4,211
Accounts Payable and Accrued Liabilities	Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following (in thousands): As of June 30, 2022 As of Accounts payable $ 7,791 $ 5,967 Accrued salaries and wages 4,364 5,434 Accrued bonus 1,360 3,625 Accrued vacation 2,915 3,037 Accrued litigation and fees — 22,376 Minimum residual liability 68 14,987 Accrued expenses 14,025 13,400 Current leases payable 4,071 4,492 Accrued insurance liability 929 1,404 Accrued income taxes payable — 47 Total accounts payable and accrued liabilities $ 35,523 $ 74,769
Deferred Revenue and Student Deposits	Current deferred revenue and student deposits consisted of the following (in thousands): As of June 30, 2022 As of Deferred revenue, current $ 6,901 $ 14,469 Student deposits 504 470 Total current deferred revenue and student deposits $ 7,405 $ 14,939
Other Long-Term Liabilities	Other Long-Term Liabilities Other long-term liabilities consisted of the following (in thousands): As of June 30, 2022 As of Notes payable $ 2,797 $ 2,723 Deferred revenue — 807 Other long-term liabilities 239 1,585 Total other long-term liabilities $ 3,036 $ 5,115

Income Per Share (Tables)

Income Per Share (Tables)	6 Months Ended
Income Per Share (Tables)	Jun. 30, 2022
Earnings Per Share [Abstract]
Computation of Basic and Diluted Earnings Per Common Share	The following table sets forth the computation of basic and diluted loss per share for the periods indicated (in thousands, except per share data): Three Months Ended Six Months Ended 2022 2021 2022 2021 Numerator: Net loss $ (4,673) $ (4,033) $ (12,110) $ (13,526) Denominator: Weighted average number of common shares outstanding 34,122 33,343 33,844 33,058 Effect of dilutive options and stock units — — — — Diluted weighted average number of common shares outstanding 34,122 33,343 33,844 33,058 Loss per share: Basic $ (0.14) $ (0.12) $ (0.36) $ (0.41) Diluted $ (0.14) $ (0.12) $ (0.36) $ (0.41)
Antidilutive Securities	The following table sets forth the number of stock options and stock units excluded from the computation of diluted loss per share for the periods indicated below because their effect was anti-dilutive (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Stock options 800 1,308 949 1,445 Stock units 3,187 1,269 3,077 1,094

Segment Reporting (Tables)

Segment Reporting (Tables)	6 Months Ended
Segment Reporting (Tables)	Jun. 30, 2022
Segment Reporting [Abstract]
Schedule of Segment Reporting Information, by Segment	The following table summarizes financial information regarding each reportable segment’s results of operations for the periods presented (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Revenue by segment University Partners $ 42,784 $ 62,254 $ 95,117 $ 131,933 Zovio Growth 8,596 6,932 17,896 14,112 Total revenue and other revenue $ 51,380 $ 69,186 $ 113,013 $ 146,045 Segment profitability University Partners $ 3,039 $ (654) $ 413 $ (6,091) Zovio Growth (2,002) (1,858) (4,575) (3,473) Total segment profitability(1) $ 1,037 $ (2,512) $ (4,162) $ (9,564)
Reconciliation of Total Loss Before Income Taxes to Total Segment Profitability	The following table reconciles total loss before income taxes to total segment profitability (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Loss before income taxes $ (4,665) $ (4,257) $ (12,024) $ (13,667) Adjustments: Other expense, net 3,824 (232) 3,951 (159) Depreciation and amortization expense 1,878 1,977 3,911 4,262 Total segment profitability $ 1,037 $ (2,512) $ (4,162) $ (9,564)
Schedule of Total Assets by Segment	The Company’s total assets by segment are as follows (in thousands): As of June 30, 2022 As of University Partners $ 35,907 $ 86,628 Zovio Growth 49,526 62,406 Total assets $ 85,433 $ 149,034

Nature of Business - Narrative

Nature of Business - Narrative (Details) - USD ($)	Jul. 31, 2022	Jun. 30, 2022	May 23, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
TutorMe sale consideration		$ 55,000,000
Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
TutorMe sale consideration			$ 55,000,000
Accounts receivable, net			1,314,000
Prepaid and other assets			619,000
Goodwill			3,472,000
Intangibles			376,000
Deferred revenue			(7,732,000)
Other liabilities			(631,000)
Less: Transaction fees and adjustments			6,079,000
Gain on sale of TutorMe			$ 51,503,000
Subsequent Event
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Transfer of financial assets accounted for as sales, fair value of derecognized assets	$ 1
Lessee, operating lease, remaining lease term	8 years
Accrued rent	$ 20,000,000
Business combination, separately recognized transactions, liabilities recognized	5,000,000
Security deposit	2,700,000
Subsequent Event \| Guaranteed Minimum Income Benefit
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Business combination, separately recognized transactions, liabilities recognized	$ 5,500,000

Nature of Business - Disposal G

Nature of Business - Disposal Groups, Including Discontinued Operations (Details) $ in Millions	Jun. 30, 2022 USD ($)
Text Block [Abstract]
TutorMe sale consideration	$ 55

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Apr. 14, 2022	Dec. 31, 2016
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cash and cash equivalents	$ 20,812	$ 23,981	$ 28,265
TutorMe sale consideration	55,000
Line of Credit Facility, Fair Value of Amount Outstanding	31,500			$ 31,500
Net Cash Provided by (Used in) Operating Activities	(57,187)	$ (16,260)	$ (15,400)
Impairment of long-lived assets	35,887
CALIFORNIA
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Estimated litigation liability	$ 22,400				$ 8,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Impairment of Long-lived Assets (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment of long-lived assets	$ 35,887
Property and equipment, net
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment of long-lived assets	22,596
Operating lease assets
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment of long-lived assets	10,370
Intangibles, net
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment of long-lived assets	976
Other long-term assets
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment of long-lived assets	$ 1,945

Revenue, Other Revenue and De_3

Revenue, Other Revenue and Deferred Revenue (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) reportableSegment	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Jan. 01, 2021 USD ($)	Jan. 01, 2020 USD ($)
Disaggregation of Revenue [Line Items]
Revenue and other revenue	$ 51,380	$ 69,186	$ 113,013	$ 146,045
Number of reportable segments \| reportableSegment			2
Contract with Customer, Liability, Current	6,901		$ 6,901		$ 14,469
Contract with Customer, Refund Liability, Current	504		504		470
Deferred revenue and student deposits	7,405		7,405		$ 14,939
Deferred revenue, opening balance	6,901	9,981	6,901	9,981		$ 14,469	$ 7,477
Deferred revenue, ending balance	6,901	9,981	6,901	9,981		$ 14,469	$ 7,477
Deferred revenue, increase (decrease)			(7,568)	2,504
Deferred revenue, revenue recognized			8,000	6,100
Over time, over period of instruction
Disaggregation of Revenue [Line Items]
Revenue and other revenue	51,340	69,135	112,932	145,903
Point in time
Disaggregation of Revenue [Line Items]
Revenue and other revenue	40	51	81	142
Strategic services revenue
Disaggregation of Revenue [Line Items]
Revenue and other revenue	41,022	59,688	91,310	126,614
Other revenue
Disaggregation of Revenue [Line Items]
Revenue and other revenue	1,722	2,516	3,731	5,268
Tuition revenue, net
Disaggregation of Revenue [Line Items]
Revenue and other revenue	8,576	6,866	17,822	13,956
Other revenue, net (1)
Disaggregation of Revenue [Line Items]
Revenue and other revenue	$ 60	$ 116	$ 150	$ 207

Restructuring and Impairment _3

Restructuring and Impairment Expense (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2022	Sep. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Restructuring Reserve [Roll Forward]
Restructuring reserve at beginning of period				$ 2,200
Restructuring and impairment expense	$ 35,887		$ 2,341	35,887	$ 2,341
Payments and adjustments				(660)
Restructuring Reserve, Settled without Cash				(35,887)
Restructuring reserve at end of period	1,540			1,540
Student Transfer Costs
Restructuring Reserve [Roll Forward]
Restructuring reserve at beginning of period				1,282
Restructuring and impairment expense		$ 1,500		0
Payments and adjustments				0
Restructuring Reserve, Settled without Cash				0
Restructuring reserve at end of period	1,282			1,282
Lease Exit and Other Costs
Restructuring Reserve [Roll Forward]
Restructuring reserve at beginning of period				398
Restructuring and impairment expense				0
Payments and adjustments				(140)
Restructuring Reserve, Settled without Cash				0
Restructuring reserve at end of period	258			258
Severance Costs
Restructuring Reserve [Roll Forward]
Restructuring reserve at beginning of period				520
Restructuring and impairment expense	0		2,341	0	2,341
Payments and adjustments				(520)
Restructuring Reserve, Settled without Cash				0
Restructuring reserve at end of period	0			0
Impaired Long-Lived Assets Held and Used, Asset Name [Domain]
Restructuring Reserve [Roll Forward]
Restructuring reserve at beginning of period				0
Restructuring and impairment expense				35,887
Payments and adjustments				0
Restructuring Reserve, Settled without Cash				(35,887)
Restructuring reserve at end of period	0			0
Asset Impairment for Regulatory Action
Restructuring Reserve [Roll Forward]
Restructuring and impairment expense	$ 35,887		$ 0	$ 35,887	$ 0

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	6 Months Ended
Fair Value Measurements (Details) - USD ($)	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds	$ 227,000		$ 974,000
Reclassification from accumulated other comprehensive income, current period, before Tax	0	$ 0
Mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds	227,000		974,000
Mutual funds \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds	227,000		974,000
Mutual funds \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds	0		0
Mutual funds \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds	$ 0		$ 0

Accounts Receivable, Net (Detai

Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Receivables [Abstract]
Accounts receivable	$ 6,113	$ 10,562
Less allowance for credit losses	1,162	931
Accounts receivable, net	$ 4,951	$ 9,631

Accounts Receivable, Net (Chang

Accounts Receivable, Net (Change in Allowance) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	$ 931	$ 1,216
Charged to Expense	257	911
Write-offs	(43)	(299)
Recoveries of amounts	17	0
Ending Balance	$ 1,162	$ 1,828

Other Significant Balance She_3

Other Significant Balance Sheet Accounts (Prepaid Expenses and Other Current Assets) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid expenses	$ 2,565	$ 2,664
Prepaid licenses	2,652	1,233
Prepaid insurance	2,500	2,254
Insurance recoverable	377	496
Other current assets (1)	539	6,776
Total prepaid expenses and other current assets	8,633	$ 13,423
Provision for Other Credit Losses	$ 5,800

Other Significant Balance She_4

Other Significant Balance Sheet Accounts (Property and Equipment, Net) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,383		$ 1,383		$ 42,468
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(283)		(283)		(16,086)
Property, Plant and Equipment, Net, Total	1,100		1,100		26,382
Depreciation	1,300	$ 1,300	2,700	$ 2,600
Furniture and office equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,383		1,383		22,032
Software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	0		0		4,493
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	0		0		15,921
Vehicles
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 0		$ 0		$ 22

Other Significant Balance She_5

Other Significant Balance Sheet Accounts (Goodwill and Intangibles, Net) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Goodwill and Intangibles, Net
Definite-lived intangible assets, gross carrying amount	$ 13,025		$ 13,025		$ 28,167
Definite-lived intangible assets, accumulated amortization	(8,814)		(8,814)		(21,844)
Total future amortization expense	4,211		4,211		6,323
Goodwill	19,704		19,704		23,176
Total goodwill and intangibles, net	23,915		23,915		29,499
Amortization of intangible Assets	600	$ 700	1,300	$ 1,700
Capitalized curriculum costs (1)
Goodwill and Intangibles, Net
Definite-lived intangible assets, gross carrying amount	570		570		13,982
Definite-lived intangible assets, accumulated amortization	(114)		(114)		(12,796)
Total future amortization expense	456		456		1,186
Purchased intangible assets
Goodwill and Intangibles, Net
Definite-lived intangible assets, gross carrying amount	12,455		12,455		14,185
Definite-lived intangible assets, accumulated amortization	(8,700)		(8,700)		(9,048)
Total future amortization expense	$ 3,755		$ 3,755		$ 5,137

Other Significant Balance She_6

Other Significant Balance Sheet Accounts (Remaining Amortization Expense) (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remainder of 2022	$ 960
2023	1,919
2024	584
2025	129
2026	122
Thereafter	497
Total future amortization expense	$ 4,211	$ 6,323

Other Significant Balance She_7

Other Significant Balance Sheet Accounts (Accounts Payable and Accrued Liabilities) (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Balance Sheet Related Disclosures [Abstract]
Accounts payable	$ 7,791	$ 5,967
Accrued salaries and wages	4,364	5,434
Accrued bonus	1,360	3,625
Accrued vacation	2,915	3,037
Accrued litigation and fees	0	22,376
Minimum residual liability	68	14,987
Accrued expenses	14,025	13,400
Current leases payable	4,071	4,492
Accrued insurance liability	929	1,404
Accrued income taxes payable	0	47
Total accounts payable and accrued liabilities	$ 35,523	$ 74,769

Other Significant Balance She_8

Other Significant Balance Sheet Accounts (Other Long-term Liabilities) (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Balance Sheet Related Disclosures [Abstract]
Notes payable	$ 2,797	$ 2,723
Deferred revenue	0	807
Other long-term liabilities	239	1,585
Total other long-term liabilities	$ 3,036	$ 5,115

Credit Facilities (Details)

Credit Facilities (Details) - USD ($)	3 Months Ended	21 Months Ended
Credit Facilities (Details) - USD ($)	Jun. 30, 2022	Mar. 31, 2025	Apr. 14, 2022
Line of Credit Facility [Line Items]
Revolving line of credit, letters of credit outstanding	$ 6,000,000
Surety bond facility, issued amount	0
Line of Credit Facility, Fair Value of Amount Outstanding	31,500,000		$ 31,500,000
Payment for Debt Extinguishment or Debt Prepayment Cost	500,000
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net [Abstract]
Interest and Debt Expense	300,000
Amortization of Debt Issuance Costs	100,000
Write off of Deferred Debt Issuance Cost	$ 3,000,000
London Interbank Offered Rate (LIBOR)
Line of Credit Facility [Line Items]
Line of Credit Facility, Interest Rate at Period End			9%
Subsequent Event
Line of Credit Facility [Line Items]
Line of Credit Facility, Periodic Payment		$ 393,750

Lease Obligations (Details)

Lease Obligations (Details) $ in Thousands	6 Months Ended
Lease Obligations (Details) $ in Thousands	Jun. 30, 2022 USD ($) ft² sublease	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Lessee, Lease, Description [Line Items]
Number of subleases \| sublease	1
Sublease income	$ 300	$ 1,300
Operating lease assets	17,358		$ 28,881
Fullstack Academy
Lessee, Lease, Description [Line Items]
Operating lease assets	$ 14,600
COLORADO, Commencing on April 1, 2019 [Member]
Lessee, Lease, Description [Line Items]
Area of Real Estate Property \| ft²	21,000
Commitment to lease	8 months
Sublease income	$ 400

Income Per Share (Basic and Dil

Income Per Share (Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Numerator:
Net income (loss)	$ (4,673)	$ (7,437)	$ (4,033)	$ (9,493)	$ (12,110)	$ (13,526)
Denominator:
Weighted average number of common shares outstanding (in shares)	34,122		33,343		33,844	33,058
Effect of dilutive options and stock units (in shares)	0		0		0	0
Diluted weighted average number of common shares outstanding (in shares)	34,122		33,343		33,844	33,058
Loss per share:
Earnings Per Share, Basic (in dollars per share)	$ (0.14)		$ (0.12)		$ (0.36)	$ (0.41)
Earnings Per Share, Diluted (in dollars per share)	$ (0.14)		$ (0.12)		$ (0.36)	$ (0.41)

Income Per Share (Anti-dilutive

Income Per Share (Anti-dilutive Securities) (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of dilutive common shares outstanding	800	1,308	949	1,445
Stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of dilutive common shares outstanding	3,187	1,269	3,077	1,094

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ (13)	$ 200	$ (1,200)	$ 2,600
Income tax benefit of stock-based compensation expense	(3)	$ 100	(300)	$ 700
Unrecognized compensation cost related to unvested options and RSUs	$ 4,300		$ 4,300
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-option equity instruments granted during the period (in shares)			1,000,000	1,000,000
Grant date fair value (in dollars per share)			$ 0.84	$ 3.39
Equity instruments other than options vested during period (in units)			600,000	900,000
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value (in dollars per share)			$ 0.90	$ 2.73
Equity instruments other than options vested during period (in units)			200,000	0
Other than option equity instruments granted during the period (in shares)			400,000	800,000
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted during the period (in shares)			0	0
Exercise of stock options (in shares)			0	0

Income Taxes (Details)

Income Taxes (Details)	6 Months Ended
Income Taxes (Details)	Jun. 30, 2022
Settlement with taxing authority
Income Tax Contingency [Line Items]
Effective tax rate	(0.70%)

Regulatory US Department of Edu

Regulatory US Department of Education (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2022	Sep. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Regulatory Liabilities [Line Items]
Restructuring and impairment expense	$ 35,887		$ 2,341	$ 35,887	$ 2,341
Student Transfer Costs
Regulatory Liabilities [Line Items]
Restructuring and impairment expense		$ 1,500		$ 0

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2016
Loss Contingencies [Line Items]
Litigation Settlement, Expense		$ 14,300
Payments for Legal Settlements	$ 23,300
CALIFORNIA
Loss Contingencies [Line Items]
Estimated litigation liability	$ 22,400		$ 8,000

Segment Reporting - Schedule of

Segment Reporting - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Segment Reporting Information [Line Items]
Revenue and other revenue	$ 51,380	$ 69,186	$ 113,013	$ 146,045
Total segment profitability	1,037	(2,512)	(4,162)	(9,564)
University Partners
Segment Reporting Information [Line Items]
Revenue and other revenue	42,784	62,254	95,117	131,933
Total segment profitability	3,039	(654)	413	(6,091)
Zovio Growth
Segment Reporting Information [Line Items]
Revenue and other revenue	8,596	6,932	17,896	14,112
Total segment profitability	$ (2,002)	$ (1,858)	$ (4,575)	$ (3,473)

Segment Reporting - Reconciliat

Segment Reporting - Reconciliation of Total Loss Before Income Taxes to Total Segment Profitability (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Segment Reporting [Abstract]
Loss before income taxes	$ (4,665)	$ (4,257)	$ (12,024)	$ (13,667)
Other expense, net	3,824	(232)	3,951	(159)
Depreciation and amortization	1,878	1,977	3,911	4,262
Total segment profitability	$ 1,037	$ (2,512)	$ (4,162)	$ (9,564)

Segment Reporting - Schedule _2

Segment Reporting - Schedule of Total Assets by Segment (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Total assets	$ 85,433	$ 149,034
Total accounts receivable	4,951	9,631
University Partners
Segment Reporting Information [Line Items]
Total assets	35,907	86,628
Total accounts receivable	252	78
Zovio Growth
Segment Reporting Information [Line Items]
Total assets	49,526	62,406
Total accounts receivable	$ 4,699	$ 9,553

Segment Reporting - Narrative (

Segment Reporting - Narrative (Details) $ in Thousands	3 Months Ended	6 Months Ended
Segment Reporting - Narrative (Details) $ in Thousands	Mar. 31, 2022	Jun. 30, 2022 USD ($) reportableSegment	Jun. 30, 2021	Dec. 31, 2021 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| reportableSegment		2
TutorMe sale consideration		$ 55,000
Total assets		85,433		$ 149,034
Zovio Growth
Segment Reporting Information [Line Items]
Total assets		49,526		62,406
University Partners
Segment Reporting Information [Line Items]
Total assets		$ 35,907		$ 86,628
Revenue Benchmark \| Customer Concentration Risk \| Zovio Growth
Segment Reporting Information [Line Items]
Concentration risk, percentage	10%	10%	10%

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event	Jul. 31, 2022 USD ($)
Subsequent Event [Line Items]
Transfer of financial assets accounted for as sales, fair value of derecognized assets	$ 1
Lessee, operating lease, remaining lease term	8 years
Accrued rent	$ 20,000,000
Business combination, separately recognized transactions, liabilities recognized	5,000,000
Security deposit	2,700,000
Guaranteed Minimum Income Benefit
Subsequent Event [Line Items]
Business combination, separately recognized transactions, liabilities recognized	$ 5,500,000