10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from________________to________________ 

Commission File Number: 001-34272

___________________________________________________________________________

BRIDGEPOINT EDUCATION, INC.

(Exact name of registrant as specified in its charter)

____________________________________________________________________________

Delaware (State or other jurisdiction of incorporation or organization) 59-3551629 (I.R.S. Employer Identification No.)

13500 Evening Creek Drive North, Suite 600

San Diego, CA 92128

(Address, including zip code, of principal executive offices)

(858) 668-2586

(Registrant's telephone number, including area code)

____________________________________________________________________________

None

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer x Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No x

The total number of shares of common stock outstanding as of October 28, 2011, was 51,317,360.

BRIDGEPOINT EDUCATION, INC.

FORM 10-Q/A Amendment No. 1

INDEX

EXPLANATORY NOTE	3
PART II—OTHER INFORMATION	3
Item 6. Exhibits	3
SIGNATURES	4

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EXPLANATORY NOTE

The purpose of this Amendment No. 1 to Form 10-Q is: (1) to re-file Exhibit 10.4 in response to comments received from the Staff of the Securities and Exchange Commission to our request for confidential treatment for certain portions of Exhibit 10.4 and (2) to re-file Exhibit 10.5 because an incorrect version of such document was filed with the Form 10-Q filed on November 1, 2011. No other changes have been made to the Form 10-Q.  This Amendment No. 1 to Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-Q.

PART II—OTHER INFORMATION

Item 6.    Exhibits.

Exhibit	Description
3.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Form 10-Q filed on May 21, 2009).
3.2	Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to the Form S-1 filed on March 20, 2009).
4.1	Specimen of Stock Certificate (incorporated by reference to Exhibit 4.1 to the Form S-1 filed on March 30, 2009).
4.2	Second Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 4.2 to the Form S-1 filed on September 4, 2009).
10.1	Amendment One to General Services Agreement dated July 14, 2011 between Affiliated Computer Services, Inc. and Ashford University, LLC. (incorporated by reference to Exhibit 10.4 to the Form 10-Q filed August 2, 2011).
10.2	Amendment One to General Services Agreement dated July 15, 2011 between Affiliated Computer Services, Inc. and University of the Rockies, LLC. (incorporated by reference to Exhibit 10.5 to the Form 10-Q filed August 2, 2011).
10.3	Lease dated August 8, 2011, with CCP/MS SSIII Denver Tabor Center I Property Owner LLC, related to the premises located at 1200 17th Street and 1201 16th Street, Denver, Colorado.+^
10.4	First Amendment to Standard Form Modified Gross Office Lease dated September 16, 2011 with Sunroad Centrum Office I, L.P., related to the premises located at 8620 Spectrum Center Lane, San Diego, California (filed herewith).+
10.5	First Amendment to Lease dated August 9, 2011, with Sunroad Centrum Office I, L.P., related to a building to be built in the Sunroad Centrum Project in San Diego, California (filed herewith).
31.1	Certification of Andrew S. Clark, President and Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.#
31.2	Certification of Daniel J. Devine, Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.#
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Andrew S. Clark, President and Chief Executive Officer, and Daniel J. Devine, Chief Financial Officer.#
101	The following financial information from our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011, filed with the SEC on November 1, 2011, formatted in Extensible Business Reporting Language ("XBRL"): (i) the Condensed Consolidated Balance Sheets as of September 30, 2011, and December 31, 2010; (ii) the Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2011 and 2010; (iii) the Condensed Consolidated Statement of Stockholder's Equity for the nine months ended September 30, 2011; (iv) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2010; and (v) Notes to Condensed Consolidated Financial Statements.*^

*     XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act, is deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.

+    Portions of this exhibit have been omitted pursuant to a request for confidential treatment and the non-public information has been filed separately with the SEC.

^    Previously filed with the Form 10-Q filed on November 1, 2011.

#    Previously filed with the Form 10-Q filed on November 1, 2011, provided that a new certification has been filed in connection with this Amendment No. 1 to Form 10-Q.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BRIDGEPOINT EDUCATION, INC.
December 16, 2011	/s/ DANIEL J. DEVINE
	Daniel J. Devine Chief Financial Officer (Principal financial officer and duly authorized to sign on behalf of the registrant)

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EX-10.4

Exhibit 10.4

FIRST AMENDMENT TO STANDARD FORM MODIFIED GROSS OFFICE LEASE

This First Amendment to Standard Form Modified Gross Office Lease (the “First Amendment”), dated for reference purposes as of as of September 27, 2011, is entered into by and between SUNROAD CENTRUM OFFICE I, L.P., a California limited partnership (“Landlord”), and BRIDGEPOINT EDUCATION, INC., a Delaware corporation (“Tenant”), with reference to the following recitals.

RECITALS

A.Landlord and Tenant entered into a Standard Form Modified Gross Office Lease dated October 22, 2008 (the “Lease”) for those certain premises identified in the Lease (the “Premises”) and consisting of the majority of an 11-story building known as Building I in the Sunroad Centrum Project in the Kearny Mesa area of San Diego, California (the “Building”).

B.Tenant has requested, and Landlord has agreed, to lease the entire 9^th floor of the Building to Tenant, upon the terms and conditions set forth in this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Lease on the terms and conditions set forth below:

1.Definitions. All capitalized terms used herein, unless expressly defined herein, shall have the meanings ascribed to such terms in the Lease.

2.Expansion Premises. Effective as of January 1, 2012 (the “Expansion Premises Commencement Date”) and continuing through the Initial Lease Term, subject to extension or earlier termination as provided for in the Lease, the Premises shall be expanded to include the 9^th floor of the Building, as more particularly depicted on Exhibit “A” attached hereto and incorporated herein by reference (the “Expansion Premises”). All references to the Premises in the Lease shall thereafter mean both the Premises as originally defined in the Lease and the Expansion Premises and the Expansion Premises will be treated as a part of the Premises for all purposes under the Lease, subject to the provisions hereof. The Rentable Area of the Expansion Premises is 25,713 Rentable Square Feet of space.

3.Tenant's Share. The reference to “Tenant's Share” in Paragraph 8.1.8 of the Lease as 54.85% is hereby amended to mean 100%.

4.Condition of Expansion Premises. Tenant acknowledges, represents, and warrants to Landlord that upon Landlord's delivery of the Expansion Premises to Tenant, Tenant shall be deemed to have (i) thoroughly inspected the Expansion Premises, and determined that, to the best of Tenant's knowledge, the Expansion Premises complies with all applicable laws and ordinances, and that the Expansion Premises is in first-class condition and repair, (ii) accepted the Expansion Premises “AS IS”, with no obligation on the part of Landlord to perform any improvements therein, and (iii) waived any implied warranties of fitness for a particular purpose or merchantability. In connection therewith, Section 12.2 of the Addendum to the Lease is hereby deleted in its entirety. Tenant acknowledges that all built-ins, including the lobby reception desk, and certain items of personal property, including, but not limited to a refrigerator,

1

dishwasher, and metal filing cabinets may be left in the Premises by the prior tenants and that such items, if left, shall remain on the Premises and are not subject to removal by Landlord.

5.Basic Monthly Rent for Expansion Premises. Subject to the provisions of Paragraph 6, below, Tenant shall pay Rent for the Expansion Premises, including Basic Monthly Rent and Additional Rent, as part of the Premises, in accordance with the provisions of the Lease.

6.Rent Credit. In partial consideration for Tenant's agreement to add the Expansion Premises to the Premises and to pay the Rent therefor, and perform the other obligations related thereto, in accordance with the Lease, on January 1, 2012, Landlord shall grant Tenant a credit against Tenant's Rent obligations under the Lease in the amount of [***]. In addition to the foregoing, on October 1, 2013, October 1, 2014, and October 1, 2015, Landlord shall grant Tenant additional credits against Tenant's Rent obligations under the Lease in the amount of [***] on each such date.

7.Parking. All parking provisions in the Lease (including the Addendum) shall apply to the Expansion Premises except that the parking ratio applicable to the Expansion Premises only shall be 4 spaces per 1,000 Usable Square Feet, resulting in Tenant being allocated the right to park in 96 additional spaces, such that Tenant shall be allocated one hundred percent (100%) of the parking spaces in the subterranean parking garage.

8.Conflict. If there is a conflict between the terms and conditions of this First Amendment and the terms and conditions of the Lease, the terms and conditions of this First Amendment shall control. Except as modified by this First Amendment, the terms and conditions of the Lease shall remain in full force and effect. Tenant hereby acknowledges and agrees that the Lease is in full force and effect, Landlord is not currently in default under the Lease, and, to the best of Tenant's knowledge, no event has occurred which, with the giving of notice or the passage of time, or both, would ripen into a default by Landlord under the Lease.

9.Authority. The persons executing this First Amendment on behalf of the parties hereto represent and warrant that they have the authority to execute this First Amendment on behalf of said parties and that said parties have authority to enter into this First Amendment.

10.Brokers. Tenant and Landlord each represent and warrant to the other that neither has had any dealings or entered into any agreements with any person, entity, broker, or finder in connection with the negotiation of this First Amendment, and no broker, person, or entity is entitled to any commission or finder's fee in connection with the negotiation of this First Amendment, and Tenant and Landlord each agree to indemnify, defend, and hold the other harmless from and against any claims, damages, costs, expenses, attorneys' fees, or liability for compensation or charges which may be claimed by any such broker, finder, or other similar party by reason of any dealings, actions, or agreements of the indemnifying party.

[***] Confidential portions of this document have been redacted and filed separately with the Commission.

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11.Counterparts. This First Amendment may be executed in counterparts. Each counterpart shall be deemed an original, and all counterparts shall be deemed the same instrument with the same effect as if all parties hereto had signed the same signature page.

[Signatures on following page.]

3

IN WITNESS WHEREOF, the parties hereby execute this First Amendment to Standard Form Modified Gross Office Lease as of the date first written above.

LANDLORD:		TENANT:
Sunroad Centrum Office I, L.P., a California limited partnership		Bridgepoint Education, Inc., a Delaware corporation
By:	Sunroad Asset Management, Inc.	By:	/s/ Andrew S. Clark
	a California corporation		Andrew S. Clark
		Its:	Chief Executive Officer
By:	/s/ Dan Feldman	By:	/s/ Daniel J. Devine
	Dan Feldman		Daniel J. Devine
Its:	President	Its:	Chief Financial Officer

4

Exhibit “A”

Depiction of Expansion Premises

5

EX-10.5

Exhibit 10.5

FIRST AMENDMENT TO LEASE

This First Amendment to Lease (the “First Amendment”), dated for reference purposes as of September 27, 2011, is entered into by and between SUNROAD CENTRUM OFFICE I, L.P., a California limited partnership (“Landlord”), and BRIDGEPOINT EDUCATION, INC., a Delaware corporation (“Tenant”), with reference to the following recitals.

RECITALS

A.Landlord and Tenant entered into a Standard Form Modified Gross Office Lease dated October __ (sic), 2010 (the “Lease”) for that certain premises identified in the Lease and consisting of an 8-story to-be-constructed building known as Building II in the Sunroad Centrum Project in the Kearny Mesa area of San Diego, California (the “Building”).

B.Landlord and Tenant wish to amend the Lease on the terms and conditions set forth below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.Lease Commencement Date. The parties acknowledge and agree that the Lease Commencement Date under the Lease was November 10, 2010.

2.Outside Dates. Section 4.1.3 of the Lease is hereby amended by replacing the phrase “12 months following the Lease Commencement Date” in the fourth line of such Section, with the phrase “15 months following the Lease Commencement Date.” Additionally, Section 4.1.4 of the Lease is hereby amended to change the Outside Delivery Date (as it may be extended under said section) for floors 2, 3 and 4 of the Building to February 28, 2013, and to change the Outside Delivery Date (as it may be extended under said section) with respect to floors 1, 5, 6, 7 and 8 of the Building to April 30, 2013.

3.Elimination of Section 3.3. Section 3.3 of the Lease is hereby deleted in its entirety.

4.Conflict. If there is a conflict between the terms and conditions of this First Amendment and the terms and conditions of the Lease, the terms and conditions of this First Amendment shall control. Except as modified by this First Amendment, the terms and conditions of the Lease shall remain in full force and effect. Capitalized terms included in this First Amendment shall have the same meaning as capitalized terms in the Lease unless otherwise defined herein. Tenant hereby acknowledges and agrees that the Lease is in full force and effect, Landlord is not currently in default under the Lease, and, to the best of Tenant's knowledge, no event has occurred which, with the giving of notice or the passage of time, or both, would ripen into Landlord's default under the Lease.

5.Authority. The persons executing this First Amendment on behalf of the parties hereto represent and warrant that they have the authority to execute this First Amendment on behalf of said parties and that said parties have authority to enter into this First Amendment.

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6.Brokers. Tenant and Landlord each represent and warrant to the other that neither has had any dealings or entered into any agreements with any person, entity, broker or finder in connection with the negotiation of this First Amendment, and no other broker, person, or entity is entitled to any commission or finder's fee in connection with the negotiation of this First Amendment, and Tenant and Landlord each agree to indemnify, defend and hold the other harmless from and against any claims, damages, costs, expenses, attorneys' fees or liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings, actions or agreements of the indemnifying party.

7.Counterparts. This First Amendment may be executed in counterparts. Each counterpart shall be deemed an original, and all counterparts shall be deemed the same instrument with the same effect as if all parties hereto had signed the same signature page.

8.No Further Modification. Except as set forth in this First Amendment, all the terms and provisions of the Lease shall apply and shall remain unmodified and in full force and effect.

IN WITNESS WHEREOF, the parties hereby execute this First Amendment as of the date first written above.

LANDLORD:		TENANT:
Sunroad Centrum Office I, L.P., a California limited partnership		Bridgepoint Education, Inc., a Delaware corporation
By:	Sunroad Asset Management, Inc.	By:	/s/ Andrew S. Clark
	a California corporation		Andrew S. Clark
		Its:	Chief Executive Officer
By:	/s/ Dan Feldman	By:	/s/ Daniel J. Devine
	Dan Feldman		Daniel J. Devine
Its:	President	Its:	Chief Financial Officer

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EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew S. Clark, certify that:

1. I have reviewed this Amendment No. 1 to Quarterly Report on Form 10-Q of Bridgepoint Education, Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: December 16, 2011

/s/ ANDREW S. CLARK

Andrew S. Clark

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Daniel J. Devine, certify that:

1. I have reviewed this Amendment No. 1 to Quarterly Report on Form 10-Q of Bridgepoint Education, Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Date: December 16, 2011

/s/ DANIEL J. DEVINE

Daniel J. Devine

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Amendment No. 1 to Quarterly Report on Form 10-Q of Bridgepoint Education, Inc. (the "Company"), for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: December 16, 2011

/s/ ANDREW S. CLARK

Andrew S. Clark,

President and Chief Executive Officer

(Principal Executive Officer)

Dated: December 16, 2011

/s/ DANIEL J. DEVINE

Daniel J. Devine,

Chief Financial Officer

(Principal Financial Officer)

        This certification shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by the Company into such filing.

        A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.