What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-08-08 compared with 2023-05-09 · 287 added, 141 removed, 191 unchanged (69% of the section changed)

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• our ability to undertake initiatives to improve the learning experience and attract students who are likely to persist, and improve student outcomes;

• integration of Rasmussen University, or RU, and Graduate School USA, or GSUSA;

• changes to and expectations regarding our student enrollment, net course registrations, and the composition of our student body, including the pace of such changes;

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• the competitive environment in which we operate;

• our ability to recognize the benefits of our cost savings efforts;

• our cost savings efforts and their benefits;

• our ability to manage and influence our bad debt expense;

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• our failure to successfully adjust to future market demands;

• our failure to comply with regulatory and accrediting agency requirements or to maintain institutional accreditation , and risks related to any actions we may take to prevent or correct such failure;

• our failure to comply with regulatory and accrediting agency requirements or to maintain institutional accreditation, the consequences thereof, and risks related to any actions we may take to prevent or correct such failure;

• adverse impacts of recent Department of Education, or ED, negotiated rulemakings;

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• our loss of eligibility to participate in student financial aid programs authorized under Title IV of the Higher Education Act of 1965, as amended, or Title IV programs, or ability to process Title IV financial aid;

• our inability to recognize the benefits of our cost savings efforts;

• economic and market conditions in the United States and abroad and changes in interest rates;

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We undertake no obligation to publicly update any forward-looking statements, except as required by law.

We are a provider of online and campus-based postsecondary education to approximately 106,600 students through American Public University System, or APUS, RU, and Hondros College of Nursing, or HCN, and career learning through GSUSA.

These subsidiary institutions are purpose built to offer programs designed to prepare individuals to be of service to their communities, as well as help students progress in their current professions or prepare for their next career.

We are a provider of online and campus-based postsecondary education to approximately 106,200 students worldwide through American Public University System, or APUS, Rasmussen University, or RU, and Hondros College of Nursing, or HCN, and career learning through Graduate School USA, or GSUSA.

These subsidiary institutions are purpose-built to deliver inclusive, high-quality education that empowers learners to achieve their ambitions, serve their communities, and realize a return on their educational investment.

Our subsidiary institutions are licensed or otherwise authorized by state authorities to offer postsecondary education programs to the extent the institutions believe such licenses or authorizations are required, and APUS, RU, and HCN, are certified by ED to participate in Title IV programs.

On January 1, 2022, or the GSUSA Closing Date, our wholly owned subsidiary, American Public Training, LLC, completed our acquisition of substantially all the assets of GSUSA, or the Seller, for $1.0 million, subject to working capital adjustments.

On January 1, 2022, or the GSUSA Closing Date, our wholly owned subsidiary, American Public Training, LLC, completed our acquisition, or the GSUSA Acquisition, of substantially all the assets of Graduate School USA, or the Seller, for $1.0 million, subject to working capital adjustments.

At closing, we received approximately $1.9 million from the Seller, which represents the estimated net working capital at closing net of the initial cash payment to the Seller of $0.5 million, which is the purchase price less $0.5 million we retained to secure the indemnification obligations of the Seller.

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University, or APU.

As of March 31, 2023, approximately 66% of APUS students self-reported that they served in the military on active duty at the time of initial enrollment.

As of June 30, 2023, approximately 66% of APUS students self-reported that they served in the military on active duty at the time of initial enrollment.

• Rasmussen College, LLC, referred to herein as Rasmussen University, or RU, provides nursing- and health sciences-focused postsecondary education to over 13,900 students at its 22 campuses in six states and online.

As of March 31, 2023, approximately 6,800 students are pursuing nursing degrees at RU, approximately 90% of whom are enrolled in RU’s pre-licensure degree programs.

As of June 30, 2023, approximately 6,400 students are pursuing nursing degrees at RU, approximately 90% of whom are enrolled in RU’s pre-licensure nursing degree programs.

• National Education Seminars, Inc., referred to herein as Hondros College of Nursing, or HCN, provides nursing education to approximately 3,000 students at eight campuses in three states.

All of HCN’s students are enrolled in its pre-licensure degree programs.

All of HCN’s students are enrolled in its pre-licensure nursing degree programs.

• American Public Training LLC, referred to herein as Graduate School USA, or GSUSA, provides career learning and leadership training in-person and online to the federal workforce, through a catalog of over 300 courses specializing in foundational and continuing professional development, as well as leadership training to advance the performance of government agencies through the competency and career advancement of their employees.

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In April 2023, APUS implemented tuition and fee increases for its non-military and veteran students.

With these tuition and fee increases, we believe that APUS’s tuition and fees remain lower than the average in-state cost at public universities.

Even with these tuition and fee increases, we believe that APUS’s tuition and fees remain lower than the average in-state cost at public universities.

RU implemented tuition increases, which took effect on January 3, 2023, for select programs to help offset the increased costs of delivering a quality education, and HCN implemented a 5% increase in tuition and fees effective in the second quarter of 2023 across all programs to offset the increased costs of delivering a quality, competitive education.

Cost and Expense Reductions

On January 14, 2022, RU completed a reduction in force that resulted in the termination of nine full-time faculty members and 19 non-faculty employees across a variety of roles and departments at RU, representing approximately 3.0% of RU’s full-time faculty workforce, and 2.1% of RU’s non-faculty workforce.

We incurred an aggregate of approximately $0.4 million of pre-tax cash expenses associated with employee severance benefits as a result of this reduction in force.

On August 1, 2023, we completed a reduction in force that resulted in the termination of 35 employees and the elimination of 46 open positions across a variety of roles and departments at APEI, RU, HCN and GSUSA.

The headcount reductions reflect our ongoing efforts focused on realigning our organizational structure, eliminating redundancies, and optimizing certain functions.

We incurred an aggregate of approximately $1.7 million of pre-tax cash expenses associated with employee severance costs as a result of this reduction in force.

The reduction in force is expected to result in pre-tax labor and benefit savings in 2023 of approximately $3.8 million, excluding severance costs, and approximately $8.1 million in savings on an annualized basis.

Additionally, beginning in the third quarter, we plan to reduce non-labor costs by approximately $0.8 million to $1.1 million.

In November 2022, we completed a reduction in force that resulted in the termination of 98 non-faculty employees and the elimination of 78 open positions across a variety of roles and departments representing approximately 5.8% of our non-faculty workforce.

We incurred an aggregate of approximately $3.1 million of pre-tax cash expenses associated with employee severance costs as a result of this reduction in force, all of which were incurred in the fourth quarter of 2022.

The reduction in force resulted in pre-tax labor and benefit savings of approximately $2.3 million in 2022, or approximately $13.5 million on an annualized basis.

In January 2022, RU completed a reduction in force that resulted in the termination of nine full-time faculty members and 19 non-faculty employees across a variety of roles and departments at RU, representing approximately 3.0% of RU’s full-time faculty workforce, and 2.1% of RU’s non-faculty workforce.

We incurred an aggregate of approximately $0.4 million of pre-tax cash expenses associated with employee severance costs as a result of this reduction in force.

The reduction in force resulted in pre-tax labor and benefit savings of approximately $2.7 million in 2022.

Regulatory and Legislative Activity

The Accreditation Commission for Education in Nursing, or ACEN, accredits certain RU PN and ADN programs at certain RU locations.

The Accreditation Commission for Education in Nursing, or ACEN, accredits certain RU Practical Nursing, or PN, and Associate Degree in Nursing, or ADN, programs at certain RU locations.

In September 2021, ACEN granted RU’s ADN program in Bloomington, Minnesota continued accreditation with conditions.

The ADN program had two years from the date the conditions were imposed to demonstrate compliance with all applicable accreditation criteria.

The ADN program has two years from the date the conditions were imposed to demonstrate compliance with all applicable accreditation criteria.

If compliance is not achieved by the end of the monitoring period, ACEN may determine to deny continuing accreditation absent good cause.

ACEN had a site visit at the Bloomington, Minnesota ADN program in April 2023.

We believe that ACEN’s site visit team is planning to recommend withdrawal of accreditation following its April 2023 site visit.

RU will have an opportunity to respond to that recommendation before the ACEN board makes a decision, and we believe that we have a strong rationale for why accreditation should not be withdrawn for this program.

As explained more fully in “Risk Factors”, if ACEN denies continuing accreditation, RU has the ability to immediately reapply for accreditation with ACEN or with another national nursing accreditor, the first step of which would be candidacy.

If RU is unable to obtain accreditation or candidacy status with ACEN or another national nursing accrediting body, RU would likely have to close the Bloomington, Minnesota ADN program, which would have a material adverse impact on RU’s enrollments and RU’s and our results of operations.

Third-party servicers that institutions engage for the administration of participation in Title IV programs must, among other obligations, comply with Title IV requirements and be jointly and severally liable with the institution to ED for any violation by the servicer of any Title IV provision.

In February 2023, as more fully described in ‘Regulatory Environment’ in Part I, Item 1 of our Annual Report, ED issued guidance that would have significantly expanded the types of activities and functions that constitute third-party servicer activities for Title IV purposes and that stated ED’s position that an institution may not contract with third-party servicers with specified foreign ties.

However, in April 2023, ED effectively rescinded this guidance and indicated that it intended to reissue the guidance in revised form, with an effective date of at least six months after publication, and to remove provisions pertaining to foreign ownership of third-party servicers.

site visit at the Bloomington, Minnesota ADN program in April 2023.

In June 2023, ACEN’s site visit team recommended denial of continuing accreditation for the Bloomington, MN ADN program.

However, RU has an opportunity to respond to this recommendation before the ACEN board makes a decision, and we believe that we have a strong rationale for why continuing accreditation should not be denied for this program.

We expect the ACEN board to make a decision in August or September 2023.

As explained in the “Risk Factors” section of this Quarterly Report, if ACEN denies continuing accreditation, RU has the ability to immediately reapply for accreditation with ACEN or with another nursing program accreditor, the first step of which would be candidacy.

Due to previously self-imposed enrollment caps in this program, enrollment in the Bloomington, MN ADN program currently represents approximately 2% of RU’s current total enrollment.

If RU is unable to obtain accreditation or candidacy status with ACEN or another nursing program accreditor, RU would likely have to close its Bloomington, Minnesota ADN program, which would have an adverse impact on RU’s enrollments and RU’s and our results of operations, cash flows, and financial condition.

An Illinois statute requires nursing programs in the state to have achieved accreditation by the end of 2022 in order to meet state approval requirements.

RU’s Illinois ADN program has been in candidacy status for initial accreditation with ACEN since July 2020.

Although the Illinois Department of Financial and Professional Regulation, or IDFPR, has indicated that candidacy status satisfies this requirement, the IDFPR could change its position.

ACEN will not grant accreditation to a program on probationary status with the IDFPR, as RU’s Illinois ADN program is.

The current candidacy is set to expire in July 2024.

As explained in the “Risk Factors” section of this Quarterly Report, if ACEN ultimately denies continuing accreditation and RU is unable to obtain accreditation or candidacy status with another national nursing accrediting body, RU will likely have to close its Illinois ADN program, which would have an adverse impact on RU’s enrollments and RU’s and our results of operations, cash flows, and financial condition.

A bill to amend the Illinois Nurse Practice Act, or HB2509, could positively impact the RU ADN program offered in Illinois by providing the program with additional time to improve National Council Licensure Examination, or NCLEX, rates.

HB2509 was approved by the Illinois legislature and was sent to the governor on June 16, 2023;

he has until August 15, 2023 to sign it.

If signed, HB2509 will take effect January 1, 2024.

HB2509 would change the Illinois NCLEX pass rate requirements from a one-year rate measurement based on first attempts only to a three-year average that includes all test attempts.

It would also temporarily remove nursing programs from probationary status for a period of three years.

Removal from probationary status may be viewed favorably by ACEN or another nursing program accreditor and may result in RU’s Illinois ADN program obtaining ACEN accreditation and thus to be deemed to have met Illinois’ requirement for RU’s Illinois ADN programs to have achieved accreditation by the end of 2022 in order to meet state approval requirements.

Reportable Segments

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Summary of Results

Consolidated revenue for the three months ended March 31, 2023 decreased to $149.7 million from $154.7 million, or by 3.3%, compared to the prior year period.

Our operating margins decreased to negative 3.7% for the three months ended March 31, 2023 from 3.4% in the prior year period.

Our net loss for the three months ended March 31, 2023 was $5.7 million compared to net income of $5.3 million in the prior year period, a decrease of $11.1 million.

For the three months ended March 31, 2023, APUS net course registrations increased 2,300, or by 2.4%, to 96,300, as compared to the prior year period.

APUS Segment revenue increased to $74.0 million from $73.1 million, or by 1.2%, compared to the prior year period.

APUS operating margins increased to 23.1% from 18.0% in the prior year period.

RU total enrollment, for the three months ended March 31, 2023, decreased to approximately 14,300, or by 11.7%, compared to the prior year period.

RU Segment revenue decreased to $57.5 million from $67.1 million, or by 14.4%, compared to the prior year period.

RU Segment operating margins decreased to negative 22.4% from 1.3% in the prior year period.

For the three months ended March 31, 2023, HCN total enrollment increased to approximately 2,700, or by 10.1%, compared to the prior year period.

New student enrollment at HCN for the three months ended March 31, 2023 increased approximately 200 students to 730, or by 36.0%, as compared to the prior year period, which contributed to the increase in total enrollment.

HCN Segment operating margins decreased to negative 9.9% from negative 8.6% in the prior year period.

Consolidated revenue for the three months ended June 30, 2023 decreased to $147.2 million from $149.6 million, or by 1.6%, compared to the prior year period.

Our net loss for the three months ended June 30, 2023 was $51.2 million, compared to a net loss of $110.0 million in the prior year period, a decrease of $58.8 million.

Results for the three months ended June 30, 2023 include a non-cash impairment charge of $64.0 million in our RU Segment to reduce the carrying value of RU Segment goodwill and intangible assets, and to reflect the corresponding tax impact.

Our operating margins increased to negative 44.3% for the three months ended June 30, 2023, compared to negative 94.4% in the prior year period.

Excluding the impact of the non-cash impairment charge, for the three months ended June 30, 2023, our operating margin was negative 0.9% and our net loss was $3.0 million.

Results for the three months ended June 30, 2022 include a non-cash impairment charge of $144.9 million in our RU Segment to reduce the carrying value of RU Segment goodwill and intangible assets, and to reflect the corresponding tax impact.

Excluding the impact of the non-cash impairment charge, for the three months ended June 30, 2022, our operating margin was 2.4% and our net loss was $1.1 million.

Consolidated revenue for the six months ended June 30, 2023 decreased to $296.9 million from $304.4 million, or by 2.4%, compared to the prior year period.

Results for the six months ended June 30, 2023 include a non-cash impairment charge of $64.0 million in our RU Segment to reduce the carrying value of RU Segment goodwill and intangible assets, and to reflect the corresponding tax impact.

Our operating margins increased to negative 23.8% for the six months ended June 30, 2023 from negative 44.7% in the prior year period.

Our net loss for the six months ended June 30, 2023 was $57.0 million, compared to net loss of $104.7 million in the prior year period, a decrease of $47.7 million.

Excluding the impact of the non-cash impairment charge, for the six months ended June 30, 2023, our operating margin was negative 2.2% and our net loss was $8.8 million.

Results for the six months ended June 30, 2022 include a non-cash impairment charge of $144.9 million in our RU Segment to reduce the carrying value of RU Segment goodwill and intangible assets and the corresponding tax impact.

Excluding the non-cash impairment charge for the six months ended June 30, 2022, our operating margin was 2.9% and our net income was $4.2 million.

APUS net course registrations for the three months ended June 30, 2023 increased to approximately 88,300 from approximately 83,500, an increase of 4,800, or 5.7%, compared to the prior year period.

APUS Segment revenue for the three months ended June 30, 2023 increased to $73.6 million from $69.9 million, or by 5.2%, compared to the prior year period.

APUS net course registrations for the six months ended June 30, 2023 increased to approximately 184,500 from approximately 177,400, or approximately 4.0%.

APUS Segment revenue six months ended June 30, 2023 increased to $147.5 million from $143.0 million, or by 3.2%, compared to the prior year period.

For the three months ended June 30, 2023, APUS Segment operating margins increased to 25.8% from 19.5% in the prior year period and increased to 24.4% from 18.7% for the six months ended June 30, 2023, compared to the prior year period.

RU total enrollment for the three months ended June 30, 2023, decreased to approximately 13,900 from approximately 15,900, a decrease of 2,000 or 12.6% compared to the prior year period.

RU Segment revenue for the three months ended June 30, 2023 decreased to $52.0 million from $63.9 million, or by 18.7%, compared to the prior year period.

RU total enrollment for the six months ended June 30, 2023 decreased 12.1%, as compared to the prior year period.

RU Segment revenue for the six months ended June 30, 2023 decreased to $109.4 million from $131.0 million, or by 16.5%, compared to the prior year period.

Excluding the impact of the non-cash impairment charge discussed above, for the three months ended June 20, 2023, RU Segment operating margins decreased to negative 25.5% from negative 2.6% in the prior year period and decreased to negative 23.9% for the six months ended June 30, 2023 from negative 0.6% in the prior year period.

At HCN, total enrollment for the three months ended June 30, 2023 increased to approximately 3,000 from approximately 2,400, an increase of approximately 600, or 22.3%, compared to the prior year period.

HCN Segment revenue for the three months ended June 30, 2023 increased to $14.3 million from $11.5 million, or by 24.2%, compared to the prior year period.

HCN total enrollment for the six months ended June 30, 2023 increased approximately 16.2%, as compared to the prior year period.

For the three months ended June 30, 2023, HCN Segment operating margins increased to negative 1.6% from negative 5.5% in the three months ended June 30, 2022.

For the six months ended June 30, 2023, HCN Segment operating margins increased to negative 5.6% from negative 7.1% in the prior year period.

Critical Accounting Policies and Use of Estimates

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In connection with our acquisitions of RU and HCN, we recorded $217.4 million and $38.6 million of goodwill, respectively, in our RU and HCN Segments.

The Company recorded non-cash impairment charges in 2022 for RU, and 2016 and 2019 for HCN, reducing the carrying value of RU and HCN Segment goodwill to $ 86.0 million and $ 26.6 million, respectively.

There was no goodwill recorded in connection with the acquisition of GSUSA reported in Corporate and Other, and there is no goodwill in our APUS Segment.

In addition to goodwill, in connection with the acquisitions of RU and HCN, we recorded identified intangible assets with an indefinite useful life in the aggregate amount of $51.0 million and $3.7 million, respectively, in our RU and HCN Segments which includes trade name, accreditation, licensing, Title IV, and affiliate agreements.

In addition to goodwill, in connection with the acquisitions of RU and HCN, we recorded identified intangible assets with an indefinite useful life in the aggregate amount of $51.0 million and $3.7 million, respectively, in our RU and HCN Segments, which include intangible assets related to trade name, accreditation, licensing, and Title IV, and affiliate agreements.

The Company recorded non-cash impairment charges in 2022, reducing the carrying value of RU identified intangible assets with an indefinite useful life to $ 35.5 million.

There were no indefinite useful life intangible assets identified as a result of the acquisition of GSUSA reported in Corporate and Other.

There are no indefinite-lived intangible assets in our APUS Segment.

We recorded, at each respective subsidiary, $35.5 million, $4.4 million, and $1.0 million of identified intangible assets with a definite useful life in connection with the acquisitions of RU, HCN, and GSUSA, respectively, reported in our RU and HCN Segments, and in Corporate and Other.

We recorded $35.5 million, $4.4 million, and $1.0 million of identified intangible assets with a definite useful life in connection with the acquisitions of RU, HCN, and GSUSA, respectively, reported in our RU and HCN Segments, and in Corporate and Other.

There are no definite-lived intangible assets in our APUS Segment.

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The process of evaluating goodwill and indefinite-lived intangible assets for impairment is subjective and requires significant judgment and estimates.

When performing an optional qualitative analysis, we consider many factors, including general economic conditions, industry and market conditions, certain cost factors, financial performance and key business drivers (for example, student enrollment), long-term operating plans, and potential changes to significant assumptions and

estimates used in the most recent fair value analysis.

Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions and estimates.

Actual results may differ and have a material impact or our results of operations and financial position, and subsequent events are not necessarily indicative of the reasonableness of the original assumptions or estimates.

The results of the annual assessment completed as of October 31, 2022 concluded that the fair value of goodwill for RU and HCN exceeded their carrying values by approximately $10.0 million, or by 5%, and $4.9 million, or by 13%, respectively.

Significant assumptions in the forecast used in the discounted cash flow valuation model for the October 31, 2022 valuation, include the recovery in our RU Segment enrollment in year three to historical norms and two future campus openings in our HCN Segment.

These assumptions could be negatively affected by any of, but not limited to, changes in our regulatory environment, declines in student enrollment, adverse actions by state boards of nursing including enrollment caps, and increases in our expenses not in our budgeted plan.

We applied a hypothetical ten percent decrease to the fair values of our RU and HCN Segment, which at December 31, 2022 would have triggered additional impairment testing and analysis for our RU Segment.

Applying the hypothetical decrease to the fair value of our HCN Segment did not result in an additional impairment.

At March 31, 2023, we performed a qualitative analysis for our RU and HCN Segments’ goodwill and indefinite-lived intangible assets.

As part of our analysis we considered all the events and circumstances listed in Financial Accounting Standards Board Accounting Standards Codification 350, Intangibles-Goodwill and Other, in addition to other entity-specific factors.

Factors of consideration included:

RU’s and HCN’s financial and enrollment performance against internal targets for the first quarter of 2023;

the fact that the overall long-term outlook remains similar to that used in the annual assessment;

economic factors;

key leadership changes including the appointment of a new President and appointees to other significant leadership roles;

and the continued favorable growth outlook for nursing education.

In addition, we considered the 2022 quantitative analysis performed and concluded that the events in the first quarter of 2023 did not have a significant impact on the fair value of our RU Segment.

After completing the qualitative review of goodwill and indefinite-lived intangible assets for our RU and HCN Segments for the three months ended March 31, 2023, we concluded it was more likely than not that the fair value of the RU and HCN Segments was more than the carrying value and therefore it was not necessary to perform a quantitative goodwill impairment test.

Significant assumptions inherent to valuation methodologies for goodwill include, but are not limited to, prospective financial information, growth rates, terminal value, discount rates, and comparable multiples from publicly traded companies in the higher education market.

We estimate fair value in our quantitative analysis by weighting the results from three different valuation approaches.

They include:

(1) discounted cash flow;

(2) guideline public company;

and (3) guideline transaction for comparable transactions.

Under the discounted cash flow method, fair value was determined by discounting the estimated future cash flows of RU and HCN at their estimated weighted-average cost of capital.

We incorporate the use of projected financial information and a discount rate that are developed using market participant-based assumptions.

The cash-flow projections are based on three-year financial forecasts developed by management that include revenue projections, capital spending trends, and investment in working capital to support anticipated revenue growth, which are updated at least annually and approved by management.

Under the guideline public company method, pricing multiples from other public companies in the public higher education market were used to determine the fair value of RU and HCN.

Under the comparable transaction method, pricing terms from other transactions in the higher education market were used to determine the fair value.

Values derived under the three valuation methods are then weighted to estimate RU and HCN’s enterprise values.

If we determine that the carrying amount of a reporting unit exceeds its fair value, we then calculate the implied fair value of the reporting unit goodwill as compared to its carrying amount to determine the appropriate impairment charge.

Although we believe our assumptions are reasonable, actual results may vary significantly and may expose us to material impairment charges in the future.

Our methodology for determining fair values remained consistent for the periods presented.

During the second quarter of 2023, we completed qualitative assessments to determine if an interim goodwill impairment test was necessary.

We concluded that due to our RU Segment underperformance when compared to the 2023 internal targets, projected enrollment trends, the decline in financial performance projected for the remainder of 2023 as compared to prior projections, and our market value, it was more likely than not that the fair value of our RU Segment was less than its carrying value.

Therefore, we proceeded with a quantitative impairment test.

As a result of these assessments, we recorded a non-cash goodwill impairment charge of $ 53.0 million, which reflects the corresponding tax impacts, to reduce the carrying value of the RU Segment goodwill.

In addition, we concluded there were indicators of impairment of the RU Segment’s intangible assets.

As a result, we recorded non-cash impairment charges of $11.0 million to reduce the carrying value of our RU Segment indefinite-lived intangible assets.

There were no indicators of impairment for our HCN Segment.

During the second quarter of 2022, we completed a qualitative assessment to determine if an interim goodwill impairment test was necessary.

We concluded that it was more likely than not that the fair value of our RU Segment was less than its carrying value.

Therefore, we proceeded with a quantitative impairment test.

We also completed our annual assessment at October 31, 2022 of goodwill and indefinite-lived intangibles for RU and HCN Segments.

As a result of these assessments, we recorded a non-cash goodwill impairment charge of $131.4 million, and to reflect the corresponding tax impact, in the second quarter of 2022, to reduce the carrying value of the RU Segment goodwill.

In addition, we concluded there were indicators of impairment of the RU Segment intangible assets during the second quarter of 2022 and during the annual assessment.

We determined the fair value of the RU Segment accreditation, licensing and Title IV indefinite-lived intangible asset was $13.5 million, during the second quarter of 2022, and $2.0 million, during the annual assessment, less than its carrying value.

As a result, we recorded a total non-cash impairment charge of $15.5 million during 2022 to reduce the carrying value of our RU Segment indefinite-lived intangible assets.

There were no indicators of impairment for our HCN Segment.

Determining fair value requires judgment and the use of significant estimates and assumptions, including fluctuations in enrollments, prospective financial information, growth rates, terminal value, discount rates, and comparable multiples from publicly traded companies in the higher education market.

Future changes, including minor changes in the significant assumption or other factors including revenue, operating income, valuation multiples, and other inputs to the valuation process may result in future impairment charges, and those charges could be material.

Given the current competitive and regulatory environment and the uncertainties regarding the related impact on the business, there can be no assurance that the estimates and assumptions made for purposes of the Company’s interim and annual goodwill impairment tests will prove to be accurate predictions of the future.

If the Company’s assumptions are not realized, the Company may record additional goodwill impairment charges in future periods.

It is not possible at this time to determine if any such future impairment charge would result or whether such charge would be material.

For more information regarding our Critical Accounting Policies and Use of Estimates, see the “Critical Accounting Policies and Use of Estimates” section of “Item 7.

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Results of Operations

Below we have included a discussion of our operating results and material changes in our operating results during the three months ended March 31, 2023 compared to the three months ended March 31, 2022.

Below we have included a discussion of our operating results and material changes in our operating results during the three and six months ended June 30, 2023 compared to the three and six months ended June 30, 2022.

Our revenue and operating results normally fluctuate as a result of seasonal or other variations in our enrollments and the level of expenses in our reportable segments.

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We expect quarterly fluctuations in operating results to continue as a result of various enrollment patterns and changes in revenue and expenses.

APUS net course registrations for the three months ended March 31, 2023 were 96,300 compared to 94,000 for the three months ended March 31, 2022, an increase of 2,300, or 2.4%.

The increase in net course registrations at APUS in 2023 as compared to 2022 was due primarily due to increases in military registrations from students utilizing TA.

APUS Segment operating margins increased to 23.1% from 18.0% in the prior year period.

APUS net course registrations for the three months ended June 30, 2023 increased to approximately 88,300 from approximately 83,500, an increase of 4,800, or 5.7%, compared to the prior year period.

APUS net course registrations for the six months ended June 30, 2023 increased to approximately 184,500 from approximately 177,400, or 4.0%.

The increase in net course registrations was primarily due to increases in military registrations from students utilizing TA.

APUS Segment operating margins increased to 25.8% for the three months ended June 30, 2023 from 19.5% for the prior year period, and increased to 24.4% for the six months ended June 30, 2023 from 18.7% for the prior year period.

The increase in the operating margin was primarily due to an increase in revenue during the period and decreases in advertising costs and employee compensation costs, partially offset by increases in technology costs as compared to the prior year period.

For the three months ended March 31, 2023, RU total enrollment decreased to approximately 14,300, or by 11.7% as compared to the prior year period.

We believe this decline in enrollment, which reflects year-over-year declines in new and total nursing enrollment, as well as declines in campus-based non-nursing programs, was caused, in part, by the prior departure of leadership accountable for enrollment and nursing operations, caps on nursing student enrollment at certain RU campuses due to returning to on-ground nursing education, and increasing pay for nurses resulting in fewer available nursing faculty to educate students and oversee clinicals.

RU Segment operating margins decreased to negative 22.4% from 1.3% in the prior year

The decrease in the operating margin was primarily due a decrease in revenue during the period, and $2.4 million in transition services fees related to the termination of the Collegis marketing contract effective January 31, 2023.

At HCN, total enrollment for the three months ended March 31, 2023 increased to approximately 2,700, or by 10.1%, as compared to the prior year period.

RU total enrollment for the three months ended June 30, 2023, was 13,900 compared to 15,900 for the three months ended June 30, 2022, a decrease of 12.6%, driven by a 22.0% decrease in nursing enrollment.

RU enrollment for the six months ended June 30, 2023 decreased 12.1%, driven by a 20.0% decrease in nursing enrollment.

Excluding the impact of the non-cash impairment charge discussed above, RU Segment operating margin decreased to negative 25.5% from negative 2.6% for the three months ended June 30, 2023 and decreased to negative 23.9% from negative 0.6% for the six months June 30, 2023, compared to the prior year periods.

The decrease in the operating margin was primarily due to decreases in revenue during three and six months ended June 30, 2023, as a result of declines in enrollment, specifically total nursing enrollment, which decreased 22.0% and 20.0% during three and six months ended June 30, 2023, respectively, as well as increases in employee compensation costs and marketing expenses which includes $2.4 million in transition services fees during the six months ended June 30, 2023 related to the termination of the Collegis, LLC, or Collegis, marketing contract effective January 31, 2023, as compared to the prior year period.

HCN total enrollment for the six months ended June 30, 2023 increased approximately 16.2%, as compared to the prior year period.

We believe that the increase in new and total student enrollment at HCN is due, in part, to enrollment growth in recently opened campuses including the opening of the Detroit, Michigan campus in October 2022.

For the three months ended March 31, 2023, HCN Segment operating margins decreased to negative 9.9% from negative 8.6% in the prior year period.

The decrease in the operating margin is primarily due to increases in nursing faculty compensation costs, other employee compensation costs, technology costs, bad debt expense, and Title IV costs partially offset by decreases in advertising costs as compared to the prior year period.

HCN Segment operating margin increased to negative 1.6% from negative 5.5% for the three months ended June 30, 2023 and increased to negative 5.6% from negative 7.1% for the six months ended June 30, 2023, compared to the prior year periods.

The increase in the operating margin is primarily due to increases in revenue, partially offset by increases in compensation costs, rent expense and building maintenance costs, as compared to the prior year period.

For a more detailed discussion of our results by reportable segment, refer to “Analysis of Operating Results by Reportable Segment” below.

1 unchanged sentence

The following table sets forth statements of income data as a percentage of revenue for each of the periods indicated:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 2023 2022

(Unaudited) (Unaudited)

Revenue 100.0 % 100.0 % 100.0 % 100.0 %

3 unchanged sentences

General and administrative 22.1 20.0 22.2 19.6

Impairment of goodwill and intangible assets 43.5 96.9 21.6 47.6

Loss on disposals of long-lived assets — — — 0.3

1 unchanged sentence

Total costs and expenses 144.3 194.4 123.8 144.7

Income (loss) from operations before interest and income taxes (3.7) 3.4

Loss from operations before interest and income taxes (44.3) (94.4) (23.8) (44.7)

Gain on acquisition — (0.5) — 1.3

Interest expense (0.7) (2.3) (1.0) (2.2)

Income (loss) from operations before income taxes (4.9) 4.1

Income tax (benefit) expense (0.9) 0.7

Loss from operations before income taxes (45.1) (97.2) (24.8) (45.6)

Income tax benefit (10.3) (23.6) (5.6) (11.3)

Equity investment loss — — — —

Net (loss) income (4.0) 3.4

Net loss (34.8) (73.6) (19.2) (34.3)

Preferred Stock Dividend 1.0 — 1.0 —

Net income available to common shareholders (5.0) % 3.4 %

Three Months Ended March 31, 2023 Compared to Three Months Ended March 31, 2022

Our consolidated revenue for the three months ended March 31, 2023 was $149.7 million, a decrease of $5.1 million, or 3.3%, compared to $154.7 million for the three months ended March 31, 2022.

The decrease in revenue was primarily due to a $9.6 million, or 14.4% decrease in revenue in our RU Segment partially offset by a $2.0 million, or 63.9%, increase in GSUSA revenue included in Corporate and Other, a $1.6 million, or 13.9% increase in revenue in our HCN Segment and a $0.9 million, or 1.2% increase in revenue in our APUS Segment.

The RU Segment revenue decrease was primarily due to an 11.7% decrease in total student enrollment as compared to the prior year period.

Net loss available to common shareholders (35.8) % (73.6) % (20.2) % (34.3) %

Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022

Our consolidated revenue for the three months ended June 30, 2023 was $147.2 million, a decrease of $2.4 million, or 1.6%, compared to $149.6 million for the three months ended June 30, 2022.

The decrease in revenue was primarily due to a $11.9 million, or 18.7%, decrease in revenue in our RU Segment, partially offset by a $3.7 million, or 5.2% increase in revenue in our APUS Segment, a $3.1 million, or 70.2%, increase in GSUSA revenue included in Corporate and Other, and a $2.8 million, or 24.2%, increase in revenue in our HCN Segment.

The RU Segment revenue decrease was primarily due to an 12.6% decrease in total student enrollment as compared to the prior year period, partially offset by increases in tuition in certain programs implemented in January 2023.

The APUS Segment revenue increase was primarily due to a 5.7% increase in net course registrations as compared to the prior year period.

The HCN Segment revenue increase was primarily due to a 36.0% increase in new student enrollment included in a 10.1% increase in total student enrollment compared to the prior year period.

The HCN Segment revenue increase was primarily due to a 22.3% increase in total student enrollment, as well as a 5% tuition increase implemented during the second quarter, compared to the prior year period.

Costs and expenses.

Costs and expenses for the three months ended March 31, 2023 were $155.1 million, an increase of $5.5 million, or 3.7%, compared to $149.5 million for the three months ended March 31, 2022.

Costs and expenses for the three months ended March 31, 2023 include $2.4 million in transition services fees in our RU Segment selling and promotional expenses related to the termination of the marketing contract with Collegis, LLC, or Collegis, effective January 31, 2023.

Other increases in costs and expenses for the three months ended March 31, 2023 as compared to the prior year period include increases in bad debt expense, and employee compensation and technology costs, partially offset by a decrease in advertising costs.

Costs and expenses as a percentage of revenue increased to 103.7% for the three months ended March 31, 2023 from 96.6% for the three months ended March 31, 2022.

Costs and expenses for the three months ended June 30, 2023 were $212.5 million, a decrease of $78.4 million, or 26.9%, compared to $290.9 million for the three months ended June 30, 2022, due primarily to a $80.9 million decrease in goodwill and intangible asset impairment charges in our RU Segment.

Costs and expenses for the three months ended June 30, 2023 include a non-cash impairment charge of $64.0 million to reduce the carrying value of RU Segment goodwill and intangible assets, and to reflect the corresponding tax impact.

This compares to a non-cash impairment charge of $144.9 million in the prior year period.

Costs and expenses for the three months ended June 30, 2023 as compared to the prior year period, excluding impairment charges, increased $2.5 million, due primarily to increases in employee compensation costs, bad debt expense, building rent and maintenance costs, and technology costs, partially offset by a decrease in advertising costs.

Costs and expenses as a percentage of revenue decreased to 144.3% for the three months ended June 30, 2023 from 194.4% for the three months ended June 30, 2022.

Excluding impairment charges, costs and expenses were 100.9% of revenue for the three months ended June 30, 2023, compared to 97.6% of revenue in the prior year period.

Instructional costs and services expenses.

Our instructional costs and services expenses for the three months ended March 31, 2023 were $73.9 million, an increase of $2.2 million, or 3.1%, compared to $71.7 million for the three months ended March 31, 2022.

The increase in instructional costs and services expenses was primarily due to an increase in nursing faculty compensation costs, technology costs and classroom costs in our HCN Segment, increases in employee compensation and related costs, travel costs and technology costs in Corporate and Other, and an increase in technology costs in our RU Segment, partially offset by decreases in employee compensation costs in our APUS and RU Segments.

Instructional costs and services expenses as a percentage of revenue increased to 49.4% for the three months ended March 31, 2023 from 46.3% for the three months ended March 31, 2022.

Our instructional costs and services expenses for the three months ended June 30, 2023 were $75.0 million, an increase of $2.9 million, or 4.0%, compared to $72.1 million for the three months ended June 30, 2022.

The increase in instructional costs and services expenses was primarily due to an increase in employee compensation costs in our APUS Segment and Corporate and Other, increases in nursing faculty compensation costs and classroom costs in our HCN Segment due to increased revenue, and increases in building maintenance costs and classroom costs in our RU Segment, partially offset by decreases in employee compensation costs in our RU Segment.

Increases in employee compensation costs in both our APUS and HCN Segments were primarily due to increased revenue.

Instructional costs and services expenses as a percentage of revenue increased to 50.9% for the three months ended June 30, 2023 from 48.2% for the three months ended June 30, 2022.

Selling and promotional expenses.

Our selling and promotional expenses for the three months ended March 31, 2023 were $39.9 million, an increase of $0.6 million, or 1.5%, compared to $39.3 million for the three months ended March 31, 2022.

Selling and promotional expenses for the three months ended March 31, 2023 include $2.4 million in transition services fees in our RU Segment related to the termination of the Collegis marketing contract effective January 31, 2023.

This increase was partially offset by decreases in advertising costs in our APUS and HCN Segments.

Selling and promotional expenses as a percentage of revenue increased to 26.7% for the three months ended March 31, 2023 from 25.4% for the three months ended March 31, 2022.

Our selling and promotional expenses for the three months ended June 30, 2023 were $33.0 million, a decrease of $2.9 million, or 8.0%, compared to $35.8 million for the three months ended June 30, 2022.

This decrease in selling and promotional expenses was primarily due to decreases in advertising costs in our APUS and RU Segments and Corporate and Other.

Selling and promotional expenses as a percentage of revenue decreased to 22.4% for the three months ended June 30, 2023 from 24.0% for the three months ended June 30, 2022.

General and administrative expenses.

Our general and administrative expenses for the three months ended March 31, 2023 were $33.5 million, an increase of $3.9 million, or 13.2%, compared to $29.6 million for the three months ended March 31, 2022.

The increase in general and administrative expenses was primarily due to increases in technology costs in all segments and Corporate and Other, an increase in bad debt expense in our RU and HCN Segments, and increases in employee compensation costs in Corporate and Other.

Consolidated bad debt expense for the three months ended March 31, 2023 was $3.9 million, or 2.6% of revenue, compared to $2.8 million, or 1.8% of revenue in the prior year period.

General and administrative expenses as a percentage of revenue increased to 22.4% for the three months ended March 31, 2023 from 19.1% for the three months ended March 31, 2022.

As we continue to evaluate strategic growth opportunities and enhancements to our business capabilities, we expect to incur additional costs and that our general and administrative expenses related to professional fees will vary from time to t ime.

Our general and administrative expenses for the three months ended June 30, 2023 were $32.5 million, an increase of $2.6 million, or 8.7%, compared to $29.9 million for the three months ended June 30, 2022.

The increase in general and administrative expenses was primarily due to an increase in employee compensation costs in Corporate and Other and our RU Segment, an increase in bad debt expense in all segments, and an increase in technology costs in our HCN Segment and Corporate and Other, partially offset by decreases in professional fees in our APUS and RU Segments and Corporate and Other.

Consolidated bad debt expense for the three months ended June 30, 2023 was $3.9 million, or 2.7% of revenue, compared to $2.9 million, or 2.0% of revenue in the prior year period.

General and administrative expenses as a percentage of revenue increased to 22.1% for the three months ended June 30, 2023 from 20.0% for the three months ended June 30, 2022.

As we continue to evaluate enhancements to our business capabilities, particularly in technology, we expect to incur additional costs and that our general and administrative expenses will vary from time to time.

Loss on disposals of long-lived assets.

The loss on disposals of long-lived assets was $1,000 for the three months ended March 31, 2023 compared to $0.8 million for the three months ended March 31, 2022.

The loss on disposals of long-lived assets was $32,000 for the three months ended June 30, 2023, compared to a gain of $9,000 for the three months ended June 30, 2022.

Impairment of goodwill and intangible assets .

For the three months ended June 30, 2023, we recorded $64.0 million in non-cash impairment charges in our RU Segment to reduce the carrying value of RU Segment goodwill and intangible assets compared to $144.9 million for the three months ended June 30, 2022.

For additional information regarding the impairment of goodwill and intangible assets, and a discussion of the potential for future impairment charges for goodwill and intangible assets, please refer to the discussion in “Note 6.

Goodwill and Intangible Assets” included in the Notes to Consolidated Financial Statements in this Quarterly Report.

Depreciation and amortization expenses.

Depreciation and amortization expenses were $8.0 million and $8.1 million for the three months ended June 30, 2023 and 2022, respectively.

Depreciation and amortization expenses as a percentage of revenue was 5.4% for both the three months ended June 30, 2023 and 2022, respectively.

Stock-based compensation expenses.

Stock-based compensation expenses included in instructional costs and services, selling and promotional, and general and administrative expenses were $2.1 million and $2.4 million for the three months ended June 30, 2023 and 2022, respectively.

Stock-based compensation costs include accelerated expense for retirement-eligible employees and performance stock unit incentive costs.

Gain on acquisition.

The $0.7 million decrease in gain on acquisition for the period ended June 30, 2022 was due to the final working capital adjustment in connection with the GSUSA Acquisition.

Interest expense.

Interest expense was $1.1 million and $3.4 million for the three months ended June 30, 2023 and 2022, respectively.

The decrease in interest expense was primarily due to the decrease in the outstanding balance in our senior secured term loan facility.

In December 2022, we made $65.0 million in prepayments to reduce our outstanding debt.

Income tax benefit.

We recognized an income tax benefit of $15.1 million and $35.3 million for the three months ended June 30, 2023 and 2022, respectively, or an effective tax rate benefit of 22.8% in 2023, compared to an effective tax rate benefit of 24.3% in 2022.

The three months ended June 30, 2023 and 2022 include a $15.8 million and $36.0 million income tax benefit related to the impairment of goodwill and intangible assets, respectively.

Excluding the $15.8 million and $36.0 million, income tax expense for both the three months ended June 30, 2023 and 2022 was $0.7 million, or an effective tax rate expense of 28.0% and 144.9%, respectively.

The effective tax rate for both periods were impacted by non-deductible expenses in relation to the pre-tax losses.

Net (loss) income.

Our net loss was $51.2 million and $110.0 million, respectively, for the three months ended June 30, 2023 and 2022, a decrease in loss of $58.8 million.

This decrease was related to the factors discussed above.

Preferred stock dividends.

Preferred stock dividends for the three months ended June 30, 2023 were $1.5 million.

Our Series A Senior Preferred Stock was issued in December 2022, and therefore there were no preferred stock dividends in the comparable prior year period.

Net income (loss) available to common stockholders.

The net loss available to common stockholders for the three months ended June 30, 2023 was $52.7 million, compared to net loss available to common stockholders of $110.0 million for the three months ended June 30, 2022, a decrease of $57.3 million.

This decrease in net loss available to common shareholders was related to the factors discussed above.

Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022

Our consolidated revenue for the six months ended June 30, 2023 was $296.9 million, a decrease of $7.5 million, or 2.4%, compared to $304.4 million for the six months ended June 30, 2022.

The decrease in revenue was primarily due to a $21.6 million, or 16.5% decrease in revenue in our RU Segment, partially offset by a $5.1 million, or 67.6%, increase in GSUSA revenue included in Corporate and Other, a $4.5 million, or 3.2% increase in revenue in our APUS Segment and a $4.4 million, or 19.0% increase in revenue in our HCN Segment.

The RU Segment revenue decrease was primarily due to a 12.1% decrease in total student enrollment, partially offset by tuition increases in certain programs implemented in January 2023, as compared to the prior year period.

The APUS Segment revenue increase was primarily due to a 4.0% increase in net course registrations as compared to the prior year period.

The HCN Segment revenue increase was primarily due to a 16.2% increase in total student enrollment compared to the prior year period.

Costs and expenses.

Costs and expenses for the six months ended June 30, 2023 were $367.5 million, a decrease of $72.9 million, or 16.5%, compared to $440.4 million for the six months ended June 30, 2022 due primarily to a $80.9 million decrease in goodwill and intangible asset impairment charges in our RU Segment.

Costs and expenses for the six months ended June 30, 2023 include a non-cash impairment charge of $64.0 million to reduce the carrying value of RU Segment goodwill and intangible assets, and to reflect the corresponding tax impact.

This compares to a non-cash impairment charge of $144.9 million in the prior year period.

Costs and expenses for the six months ended June 30, 2023, excluding impairment charges, increased $8.0 million as compared to the prior year period and include $2.4 million in transition services fees in our RU Segment selling and promotional expenses related to the termination of the marketing contract with Collegis, effective January 31, 2023.

Other increases in costs and expenses for the six months ended June 30, 2023 as compared to the prior year period include increases in employee compensation costs, bad debt expense, technology costs, and building rent and maintenance costs, partially offset by a decrease in advertising costs and professional services costs.

Costs and expenses as a percentage of revenue decreased to 123.8% for the six months ended June 30, 2023 from 144.7% for the six months ended June 30, 2022.

Excluding impairment charges and Collegis transition service fees, costs and expenses were 101.4% of revenue for the three months ended June 30, 2023, compared to 97.1% of revenue in the prior year period.

Instructional costs and services expenses.

Our instructional costs and services expenses for the six months ended June 30, 2023 were $148.9 million, an increase of $5.1 million, or 3.5%, compared to $143.8 million for the six months ended June 30, 2022.

The increase in instructional costs and services expenses was primarily due to increases in nursing faculty compensation costs, building rent and maintenance costs and classroom costs in our HCN Segment due to increased revenue, increases in employee compensation costs and professional services costs in our APUS Segment and Corporate and Other, and increases in technology costs, building maintenance costs and professional services costs in our RU Segment, partially offset by decreases in employee compensation costs in our RU Segment.

Increases in employee compensation costs in both our APUS and HCN Segments were primarily due to increases in revenue.

Instructional costs and services expenses as a percentage of revenue increased to 50.1% for the six months ended June 30, 2023 from 47.2% for the six months ended June 30, 2022.

Selling and promotional expenses.

Our selling and promotional expenses for the six months ended June 30, 2023 were $72.9 million, a decrease of $2.3 million, or 3.0%, compared to $75.2 million for the six months ended June 30, 2022.

Selling and promotional expenses for the six months ended June 30, 2023 include $2.4 million in transition services fees in our RU Segment related to the termination of the Collegis marketing contract effective January 31, 2023, offset by decreases in advertising costs in all segments and Corporate and Other.

Selling and promotional expenses as a percentage of revenue decreased to 24.6% for the six months ended June 30, 2023 from 24.7% for the six months ended June 30, 2022.

Excluding the Collegis transition service fees, selling and promotional expenses were 23.7% of revenue for the six months ended June 30, 2023, compared to 24.7% of revenue in the prior year period.

General and administrative expenses.

Our general and administrative expenses for the six months ended June 30, 2023 were $66.0 million, an increase of $6.5 million, or 10.9%, compared to $59.5 million for the six months ended June 30, 2022.

The increase in general and administrative expenses was primarily due to increases in employee compensation costs in our RU and HCN Segments and Corporate and Other, increases in technology costs in all segments and Corporate and Other, and increases in bad debt expense in all segments, partially offset by decreases in professional fees in our APUS and RU Segments and Corporate and Other.

Consolidated bad debt expense for the six months ended June 30, 2023 was $7.8 million, or 2.6% of revenue, compared to $5.7 million, or 1.9% of revenue in the prior year period.

General and administrative expenses as a percentage of revenue increased to 22.2% for the six months ended June 30, 2023 from 19.6% for the six months ended June 30, 2022.

Loss on disposals of long-lived assets.

The loss on disposals of long-lived assets was $33,000 and $0.8 million for the six months ended June 30, 2023 and 2022, respectively.

The prior year loss was primarily related to the sale of excess facilities located in Charles Town, West Virginia.

Impairment of goodwill and intangible assets.

For the six months ended June 30, 2023, we recorded $64.0 million in non-cash impairment charges in our RU Segment to reduce the carrying value of RU Segment goodwill and intangible assets, compared to $144.9 million for the six months ended June 30, 2022.

Goodwill and Intangible Assets” included in the Consolidated Financial Statements in this Quarterly Report.

Depreciation and amortization expenses.

Depreciation and amortization expenses were $7.8 million and $8.1 million for the three months ended March 31, 2023 and 2022, respectively.

Depreciation and amortization expenses as a percentage of revenue decreased to 5.2% for the three months ended March 31, 2023 from 5.3% for the three months ended March 31, 2022.

Depreciation and amortization expenses were $15.7 million and $16.3 million for the six months ended June 30, 2023 and 2022, respectively.

Depreciation and amortization expenses as a percentage of revenue were 5.3% for both the six months ended June 30, 2023 and June 30, 2022.

Stock-based compensation expenses.

Stock-based compensation expenses included in instructional costs and services, selling and promotional, and general and administrative expenses were $2.2 million and $2.4 million for the three months ended March 31, 2023 and 2022, respectively.

Stock-based compensation expenses included in instructional costs and services, selling and promotional, and general and administrative expenses were $4.3 million and $4.7 million for the six months ended June 30, 2023 and 2022, respectively.

Stock-based compensation costs include accelerated expense for retirement-eligible employees and performance stock unit incentive costs.

Gain on acquisition.

The $4.5 million gain on acquisition for the period ended March 31, 2022 resulted from the GSUSA Acquisition and represents the excess of the fair value of net assets acquired over consideration paid.

The $3.8 million gain on acquisition for the for the six months ended June 30, 2022 resulted from the GSUSA Acquisition and represents the excess of the fair value of net assets acquired over consideration paid.

Interest expense.

Interest expense was $1.8 million for the three months ended March 31, 2023, compared to $3.4 million for the three months ended March 31, 2022.

Interest expense was $2.9 million and $6.7 million for the six months ended June 30, 2023 and 2022, respectively.

The decrease in interest expense was primarily due to the decrease in the outstanding balance in our senior secured term loan facility.

In December 2022, we made $65.0 million in prepayments to reduce our outstanding debt.

Income tax (benefit) expense.

We recognized an income tax benefit of $1.4 million for the three months ended March 31, 2023, compared to income tax expense of $1.0 million for the three months ended March 31, 2022, or an effective tax rate benefit of 19.8% in 2023 compared to an effective tax rate of 16.3% in 2022.

The increase in effective tax rate from the prior year period is primarily related to the non-taxable gain on acquisition in 2022, and an increase in non-deductible stock compensation expense in the three months ended March 31, 2023 as compared to prior year period.

Income tax benefit.

We recognized an income tax benefit of $16.6 million and $34.3 million, for the six months ended June 30, 2023 and 2022, respectively, or an effective tax rate benefit of 22.5% in 2023 compared to an effective tax rate benefit of 24.7% in 2022.

The six months ended June 30, 2023 and 2022 include a $15.8 million and $36.0 million income tax benefit related to the impairment of goodwill and intangible assets, respectively.

Excluding the $15.8 million and $36.0 million income tax benefits, the income tax benefit for the six months ended June 30, 2023 was $0.8 million, or an effective tax rate benefit of 7.9%, compared to income tax expense of $1.7 million, or an effective tax rate of 28.9%, for the six months ended June 30, 2022.

The 2023 effective tax rate was impacted by non-deductible expenses in relation to the pre-tax loss for the period.

The 2022 effective tax rate was impacted by the non-taxable gain on acquisition and higher non-deductible expenses in relation to the pre-tax income for the period.

Net (loss) income.

Our net loss was $5.7 million for the three months ended March 31, 2023, compared to net income of $5.3 million for the three months ended March 31, 2022, a decrease of $11.1 million.

Our net loss was $57.0 million and $104.7 million for the six months ended June 30, 2023 and 2022, respectively, a decrease in net loss of $47.7 million.

This decrease was related to the factors discussed above.

Preferred stock dividends.

Preferred stock dividends for the three months ended March 31, 2023 were $1.5 million.

The Series A Senior Preferred Stock was issued in December 2022, and therefore there were no preferred stock dividends in the comparable prior year period.

Preferred stock dividends for the six months ended June 30, 2023 were $2.9 million.

The Series A Senior Preferred Stock was issued in December 2022, and therefore there were no preferred stock dividends issued in the comparable prior year period.

Net income (loss) available to common stockholders.

The net loss available to common stockholders for the three months ended March 31, 2023 was $7.2 million, compared to net income available to common stockholders of $5.3 million for the three months ended March 31, 2022, a decrease of $12.5 million.

The net loss available to common stockholders was $59.9 million and $104.7 million for the six months ended June 30, 2023 and 2022, respectively, a decrease in net loss available to common stockholders of $44.8 million.

This decrease was related to the factors discussed above.

1 unchanged sentence

The following table provides details on our operating results by reportable segment for the respective periods (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 2023 2022

(Unaudited) (Unaudited)

APUS Segment $ 73,557 $ 69,904 $ 147,535 $ 142,994

8 unchanged sentences

Corporate and Other (6,700) (7,701) (14,977) (15,579)

Total income (loss) from operations before interest and income taxes (5,370) $ 5,200

For the three months ended March 31, 2023, the $0.9 million, or 1.2%, increase to approximately $74.0 million in revenue in our APUS Segment was primarily attributable to higher net course registrations.

Net course registrations increased 2.4% to approximately 96,300 from approximately 94,000 in the prior year period, due primarily to an increase in registration

by military students utilizing TA, which generate a lower revenue per registration than other funding sources.

Income from operations before interest and income taxes increased to $17.1 million, or by 29.5%, during the three months ended March 31, 2023 from $13.2 million in the prior year period, an increase of $3.9 million, as a result of the increase in revenue and an overall decrease in expenses as compared to the same period in 2022.

For the three months ended March 31, 2023, the $9.6 million, or 14.4% decrease to approximately $57.5 million in revenue in the RU Segment was primarily due to an 11.7% decrease in total student enrollment to approximately 14,300 from approximately 16,200 in the prior year period.

The RU Segment loss from operations before interest and income taxes was $12.9 million for the three months ended March 31, 2023, as compared to income of $0.9 million in the prior year period, a decrease of $13.8 million.

The 2023 period includes $2.4 million of transition fees related to the termination of the Collegis marketing services contract.

For the three months ended March 31, 2023, the $1.6 million, or 13.9% increase to approximately $13.1 million in revenue in our HCN Segment was primarily due to year-over-year increases in new students, which contributed to the increase of total student enrollment.

New student enrollment at HCN increased 36.0% to approximately 730, and total student enrollment increased 10.1% to approximately 2,700 students as compared to the same period in 2022.

The loss from operations before interest and income taxes was $1.3 million during the three months ended March 31, 2023, compared to a loss from operations before interest and income taxes of $1.0 million in the same period in 2022, a decrease of $0.3 million.

Total loss from operations before interest and income taxes $ (65,268) $ (141,260) $ (70,638) $ (136,060)

For the three months ended June 30, 2023, the $3.7 million, or 5.2%, increase to approximately $73.6 million in revenue in our APUS Segment was primarily attributable to higher net course registrations.

Net course registrations increased 5.7% to approximately 88,300 from approximately 83,500 in the prior year period, primarily due to an increase in registration by military students utilizing TA, which generate a lower revenue per registration than other funding sources.

Income from operations before interest and income taxes increased to $18.9 million, or by 39.0%, during the three months ended June 30, 2023 from $13.6 million in the prior year period, an increase of $5.3 million, as a result of the increase in revenue and an overall decrease in expenses as compared to the same period in 2022.

For the six months ended June 30, 2023, the $4.5 million, or 3.2%, increase to approximately $147.5 million in revenue in our APUS Segment was primarily attributable to higher net course registrations.

Net course registrations increased 4.0% to approximately 184,500 from approximately 177,400 in the prior year period, primarily due to an increase in registration by military students utilizing TA, which generate a lower revenue per registration than other funding sources.

Income from operations before interest and income taxes increased to $36.0 million, or by 34.4%, during the six months ended June 30, 2023 from $26.8 million in the prior year period, an increase of $9.2 million, as a result of the increase in revenue and an overall decrease in expenses as compared to the same period in 2022.

For the three months ended June 30, 2023, the $11.9 million, or 18.7%, decrease to approximately $52.0 million in revenue in the RU Segment was primarily due to a 12.6% decrease in total student enrollment driven by a 22.0% decrease in nursing enrollment as compared to the prior year period, partially offset by tuition increases in certain programs implemented in January 2023.

The RU Segment loss from operations for the three months ended June 30, 2023 and 2022 includes goodwill and intangible asset impairment charges and the corresponding tax impacts of $64.0 million and $144.9 million, respectively.

The RU Segment loss from operations before interest and income taxes was $77.3 million for the three months ended June 30, 2023, compared to a loss from operations of $146.6 million in the prior year period.

Excluding the impairment charges, the RU Segment loss from operations before interest and income taxes was $13.3 million for the three months ended June 30, 2023, compared to a loss from operations before interest and income taxes of $1.7 million in the prior year period.

For the six months ended June 30, 2023, the $21.6 million, or 16.5%, decrease to approximately $109.4 million in revenue in the RU Segment was primarily due to a 12.1% decrease in total student enrollment driven by a 20.0% decrease in nursing enrollment, partially offset by tuition increases in certain programs which took effect in January 2023, as compared to the same period in 2022.

The RU Segment loss from operations before interest and income taxes was $90.1 million for the six months ended June 30, 2023, compared to a loss from operations of $145.7 million for the six months ended June 30, 2022.

The RU Segment loss from operations for the six months ended June 30, 2023 and 2022 includes goodwill and intangible asset impairment charges and the corresponding tax impacts of $64.0 million and $144.9 million, respectively.

Excluding the impairment charges, the RU Segment loss from operations before interest and income taxes was $26.1 million for the three months ended June 30, 2023, compared to a loss from operations before interest and income taxes of $0.8 million in the prior year period.

We believe this decline in total nursing enrollment was caused, in part, by the prior departure of leadership accountable for enrollment and nursing operations and caps on nursing student enrollment at certain RU campuses.

For the three months ended June 30, 2023, the $2.8 million, or 24.2% increase to approximately $14.3 million in revenue in our HCN Segment was primarily due to year-over-year increase in total student enrollment, as well as a 5% tuition increase implemented during the second quarter.

Total student enrollment increased 22.3% to approximately 3,000 students as compared to the same period in 2022.

The loss from operations before interest and income taxes was $0.2 million during the three months ended June 30, 2023, compared to a loss from operations before interest and income taxes of $0.6 million in the same period in 2022, a decrease of $0.4 million.

For the six months ended June 30, 2023, the $4.4 million, or 19.0% increase to approximately $27.4 million in revenue in our HCN Segment was primarily due to year-over-year increases in total student enrollment.

Total student enrollment increased 16.2%, as compared to the same period in 2022.

The loss from operations before interest and income taxes was $1.5 million during the six months ended June 30, 2023, compared to a loss from operations before interest and income taxes of $1.6 million in the same period in 2022, a decrease of $0.1 million.

We believe that the increase in total student enrollment is primarily due to the opening of new campuses, including the Detroit, Michigan campus, which opened in October 2022.

Liquidity and Capital Resources

Cash and cash equivalents were $136.2 million and $129.5 million at March 31, 2023 and December 31, 2022, respectively, representing an increase of $6.7 million, or 5.2%.

The increase in cash was primarily due to payments received by APUS from the Army in the first quarter of 2023 related to courses taken in 2022, and the timing of other receipts and payments.

Cash and cash equivalents were $139.4 million and $129.5 million at June 30, 2023 and December 31, 2022, respectively, representing an increase of $9.9 million, or 7.6%.

The increase in cash was primarily due to payments received by APUS from the Army, which totaled approximately $42 million during the first six months of 2023, of which approximately $20.9 million in payments related to periods prior to 2023, and the timing of other receipts and payments.

We have historically financed operating activities and capital expenditures with cash provided by operating activities.

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Another significant source of revenue is derived from TA from the DoD and programs from the U.S.

Department of Veterans Affairs, or the VA.

Department of Veterans Affairs.

Generally, these funds are received within 60 days of the start of the courses to which they relate.

The Higher Education Act of 1965, as amended, requires for-profit education institutions to comply with what is commonly referred to as the 90/10 Rule, which imposes sanctions on institutions that derive more than 90% of their total revenue on a cash accounting basis from Title IV programs, as calculated under ED’s regulations.

Some payments from the Army that were expected in 2022 are being received in 2023, which, together with recent changes to the 90/10 Rule and faster enrollment growth among service members than non-military growth, has caused APUS’s 90/10 Rule percentage to increase and could make it more difficult for APUS to meet the 90/10 Rule requirements for 2023.

Failure to meet the 90/10 Rule for fiscal 2023, which would require APUS to notify ED and students of this failure, would lead to placement of APUS on provisional certification status for two years with respect to its Title IV participation, could subject us to heightened regulatory scrutiny and possible adverse regulatory action, and could damage our reputation, which would have a material adverse impact on our results of operation, cash flow, and financial condition.

Payments from the Army that were expected in 2022 are being received in 2023, which, together with recent changes to the 90/10 Rule and faster enrollment growth among service members than non-military growth, has caused APUS’s 90/10 Rule percentage to increase and could make it more difficult for APUS to meet the 90/10 Rule requirements for 2023.

of operation, cash flow, and financial condition.

Steps that we may take to reduce our 90/10 Rule percentage in order to comply with the 90/10 Rule may require us to make significant cash expenditures to acquire new students who do not receive educational assistance funds provided by a federal agency, which would reduce the amount of cash we have available to fund our operations.

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As part of this change, the Army stopped allowing institutions to submit invoices from July 30, 2022 until August 29, 2022, which impacted our ability to collect on our accounts receivable and caused our accounts receivable to increase.

As of March 31, 2023, approximately $19.2 million, of which $10.0 million is older than 60 days from the course start date, was due from the Army, as compared to $26.0 million due from the Army as of December 31, 2022, of which $16.5 million was older than 60 days from the course start date.

In early 2023 we have experienced an improvement in Army’s processing of invoices and payments.

During the three months ended March 31, 2023, APUS received approximately $20.7 million in payments from the Army.

While we are taking efforts to mitigate any adverse impact of the transition to ArmyIgnitED 2.0 on accounts receivable and cash flow, there can be no assurance that these efforts will be successful.

In early 2023, we experienced an improvement in Army’s processing of current invoices and payments, while continuing to work with the Army on invoices submitted during the transition to ArmyIgnitED 2.0.

During the six months ended June 30, 2023, APUS received approximately $42.0 million in payments from the Army as compared to $38.8 million in payments received from the Army during the six months ended June 30, 2022.

As of June 30, 2023, approximately $10.6 million, of which $6.1 million is older than 60 days from the course start date, was due from the Army, as compared to $26.0 million due from the Army as of December 31, 2022, of which $16.5 million was older than 60 days from the course start date.

Capital expenditures could be higher in the future as a result of, among other things, additional expenditures for technology or other business capabilities, including as a result of insourcing of information technology functions and marketing services from Collegis, the maintenance or relocation of existing campuses at RU and HCN and GSUSA’s classroom and administrative facility, the opening of new campuses at HCN, the acquisition or lease of existing structures or potential new construction projects, and necessary tenant improvements that arise as a result of our ongoing evaluation of our space needs and opportunities for physical growth.

Professional fees may continue to be elevated or increase as we continue the integration of RU and GSUSA and continue to evaluate investments in strategic growth opportunities and enhancements to our business capabilities.

We also expect to continue to explore opportunities to invest in the education industry, which could include purchasing or investing in other education-related companies or companies developing new technologies.

Professional fees may continue to be elevated or increase as we continue the integration of RU and GSUSA and continue to evaluate enhancements to our business capabilities, particularly in technology.

RU has historically relied on Collegis for a variety of outsourced marketing services and information technology functions under one contract for marketing services and another for information technology functions.

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We plan to transition all of the information technology services currently outsourced to Collegis back to our operations or to one or more other third-party vendors.

As we continue to develop our transition plans, at this time we are unable to predict the full costs of the transition, in which periods we will incur those costs, or the impact on our financial results, but the transition may cause us to incur significant costs, which could adversely affect our financial condition, results of operations, and cash flows.

As we continue to develop our transition plans, at this time we estimate that the cost of the transition will be between approximately $1.0 million and $1.5 million for the remainder of 2023, and between approximately $4.0 million and $5.0 million in 2024.

Share Repurchase Program

During the three months ended March 31, 2023, we repurchased 75,000 shares of common stock for approximately $0.4 million.

On March 16, 2023, our Board of Directors confirmed the availability under our existing share repurchase program to repurchase up to approximately $8.0 million of shares of our common stock.

We fully expended this $8.0 million as of April 30, 2023 and repurchased a total of 1,335,357 shares of our common stock with this amount.

We fully expended this $8.0 million as of April 30, 2023 and repurchased a total of 1,335,357 shares of our common stock.

Operating Activities

Net cash provided by operating activities was $12.8 million and $25.3 million for the three months ended March 31, 2023 and 2022, respectively.

The decrease in cash from operating activities was primarily due to the net loss during the three months ended March 31, 2023, compared to net income in the prior year period, and changes in working capital due to the timing of receipts and payments.

Accounts receivable at March 31, 2023, decreased approximately $5.3 million compared to December 31, 2022, primarily as a result of improvement in Army’s processing of invoices and payments to APUS.

payable, accrued liabilities, and accrued compensation and benefits at March 31, 2023 were approximately $4.3 million higher than December 31, 2022, primarily due to the timing of payment processing.

Net cash provided by operating activities was $28.5 million and $45.4 million for the six months ended June 30, 2023 and 2022, respectively.

The decrease in cash from operating activities was primarily an increase in negative cash flow from operations in our RU and HCN Segments, and changes in working capital due to the timing of receipts and payments.

Accounts receivable at June 30, 2023 decreased approximately $11.9 million compared to December 31, 2022, primarily as a result of

improvement in Army’s processing of invoices and payments to APUS.

Accounts payable, accrued liabilities, and accrued compensation and benefits at June 30, 2023 were approximately $4.0 million higher than December 31, 2022, primarily due to the timing of payment processing.

Investing Activities

Net cash used in investing activities was $3.2 million and $0.3 million for the three months ended March 31, 2023 and 2022, respectively.

Investing activities for the three months ended March 31, 2023 include capital expenditures of $3.2 million.

For the three months ended March 31, 2022, capital expenditures were $3.0 million, partially offset by net proceeds from GSUSA Acquisition and the proceeds from the sale of real property of $1.9 million and $0.8 million, respectively.

Net cash used in investing activities was $6.6 million and $4.6 million for the six months ended June 30, 2023 and 2022, respectively.

Investing activities for the six months ended June 30, 2023 include capital expenditures of $6.6 million.

For the six months ended June 30, 2022, capital expenditures were $7.3 million, partially offset by net proceeds from the GSUSA Acquisition of $1.9 million and the proceeds from the sale of real property of $0.8 million, respectively.

Financing Activities

Net cash used in financing activities was $2.8 million and $3.7 million for the three months ended March 31, 2023 and 2022, respectively.

For the three months ended March 31, 2023, the cash used in financing activities of $1.5 million was related to the payment of a dividend on our preferred stock, $1.4 million used for the deemed repurchase of our common stock to satisfy minimum tax-withholding requirements in connection with the vesting of restricted stock grants, and purchases of our common stock under our share repurchase program.

For the three months ended March 31, 2022, the cash used in financing activities was primarily due to $1.4 million used for the deemed repurchase of our common stock to satisfy minimum tax-withholding requirements in connection with the vesting of restricted stock grants, and $2.2 million in principal payments on our long term debt.

Net cash used in financing activities was $12.0 million and $5.9 million for the six months ended June 30, 2023 and 2022, respectively.

Financing activities for the six months ended June 30, 2023 include $2.9 million related to the payment of dividends on our preferred stock and $8.0 million used for the repurchase of our common shares, and $1.0 million for the deemed repurchase of our common stock to satisfy minimum tax-withholding requirements in connection with the vesting of restricted stock grants.

For the six months ended June 30, 2022, the cash used in financing activities was primarily due to $1.5 million used for the deemed repurchase of our common stock to satisfy minimum tax-withholding requirements in connection with the vesting of restricted stock grants and $4.4 million in principal payments on our long term debt.

Due to debt prepayments made in December 2022, no further principal payments are required on our outstanding debt until 2027.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis