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k12inc Sec Filing

k12inc Sec Filing

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Published by: Independentsource on Aug 08, 2011
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7/31/11 7:10 AMK12: Investor Relations: SEC FilingsPage 1 of 150http://investors.k12.com/phoenix.zhtml?c=214389&p=irol-SECTex…Y29tL2RvY3VtZW50L3YxLzAwMDA5NTAxMjMtMTAtMDg1NDk2L3htbA%3d%3d
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SEC Filings10-K
K12 INC filed this Form 10-K on 09/13/10
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K 
 
(Mark One)
 
þ
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended June 30, 2010
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 001-33883
K12 Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of incorporation or organization)
 
95-4774688
(I.R.S. Employer  Identification No.)
2300 Corporate Park DriveHerndon, VA 20171
(Address of principal executive offices)
 
(703) 483-7000
(Registrant’s telephone number,including area code)
 
Securities registered pursuant to Section 12(b) of the Act:Common Stock, $0.0001 par valueSecurities registered pursuant to Section 12(g) of the Act:None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes
o
No
þ
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
o
No
þ
 
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 duringthe 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
þ
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 theregistrant was required to submit and post such files). Yes
o
No
o
 
Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to thisForm 10-K.
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 thedefinitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer 
o
Accelerated filer 
þ
 Non-accelerated filer 
o
Smaller reporting company
o
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
o
No
þ
 
The aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant as of December 31, 2009 was approximately $500,449,800.
 
 Number of shares outstanding of each class of common equity as of September 10, 2010: 30,589,173 shares of common stock.
 
DOCUMENTS INCORPORATED BY REFERENCE:
 
The registrant has incorporated by reference into Part III of this Form 10-K specific portions of its proxy statement for the registrant’s 2010 Annual Meeting of Stockholders.
 
 
7/31/11 7:10 AMK12: Investor Relations: SEC FilingsPage 2 of 150http://investors.k12.com/phoenix.zhtml?c=214389&p=irol-SECTex…Y29tL2RvY3VtZW50L3YxLzAwMDA5NTAxMjMtMTAtMDg1NDk2L3htbA%3d%3d
 
TABLE OF CONTENTS
 
PART I2ITEM 1. Business2 ITEM 1A. Risk Factors30 ITEM 1B. Unresolved Staff Comments44 ITEM 2. Properties44 ITEM 3. Legal Proceedings44 ITEM 4. (Removed and Reserved)44 PART II47ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities47 ITEM 6. Selected Financial Data49 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations52 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 78 ITEM 8. Financial Statements and Supplementary Data79 ITEM 9. Changes in and Disagreements with Accountants and Financial Disclosure112 ITEM 9A. Controls and Procedures112 ITEM 9B. Other Information116 PART III116ITEM 10. Directors, Executive Officers and Corporate Governance116 ITEM 11. Executive Compensation116 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters116 ITEM 13. Certain Relationships and Related Transactions, and Director Independence116 ITEM 14. Principal Accounting Fees and Services116 PART IV116ITEM 15. Exhibits, Financial Statement Schedules116 INDEX TO EXHIBITS 119EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1
 
7/31/11 7:10 AMK12: Investor Relations: SEC FilingsPage 3 of 150http://investors.k12.com/phoenix.zhtml?c=214389&p=irol-SECTex…Y29tL2RvY3VtZW50L3YxLzAwMDA5NTAxMjMtMTAtMDg1NDk2L3htbA%3d%3d
 
CERTAIN DEFINITIONS
 
Unless the context requires otherwise, all references in this Annual Report on Form 10-K (Annual Report) to “K12”, “K 
12
”, “Company”, “we”, “our”, and“us” refer to K12 Inc. and its consolidated subsidiaries.
 
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
 
This Annual Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We have tried,whenever possible, to identify these forward-looking statements using words such as “anticipates,” “believes,” “estimates,” “continues,” “likely,” “may,”“opportunity,” “potential,” “projects,” “will,” “expects,” “plans,” “intends” and similar expressions to identify forward looking statements, whether in thenegative or the affirmative. These statements reflect our current beliefs and are based upon information currently available to us. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance or achievements todiffer materially from those expressed in, or implied by, such statements. These risks, uncertainties, factors and contingencies include, but are not limited to:the reduction of per pupil funding amounts at the schools we serve; reputation harm resulting from poor performance or misconduct by other virtual schooloperators; challenges from virtual public school opponents; failure of the schools we serve to comply with regulations resulting in a loss of funding;discrepancies in interpretation of legislation by regulatory agencies that may lead to payment or funding disputes; termination of our contracts with schoolsdue to a loss of authorizing charter, failure to renew existing contracts with schools; and increased competition.
 
Forward-looking statements reflect our management’s expectations or predictions of future conditions, events or results based on various assumptions andmanagement’s estimates of trends and economic factors in the markets in which we are active, as well as our business plans. They are not guarantees of future performance. By their nature, forward-looking statements are subject to risks and uncertainties. Our actual results and financial conditions may differ, possibly materially, from the anticipated results and financial conditions indicated in these forward-looking statements. There are a number of factors thatcould cause actual conditions, events or results to differ materially from those described in the forward-looking statements contained in this Annual Report.A discussion of factors that could cause actual conditions, events or results to differ materially from those expressed in any forward-looking statementsappears in “Part 1 — Item 1A — Risk Factors.”
 
Readers are cautioned not to place undue reliance on forward-looking statements in this Annual Report or that we make from time to time, and to consider carefully the factors discussed in “Part 1 — Item 1A — Risk Factors” of this Annual Report in evaluating these forward-looking statements. These forward-looking statements are representative only as of the date they are made, and we undertake no obligation to update any forward-looking statement as a resultof new information, future events or otherwise.1

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