AMERICAN PUBLIC EDUCATION INC 10-Q

Item 1. Financial Statements AMERICAN PUBLIC EDUCATION, INC. Consolidated Balance Sheets (In thousands, except share and per share amounts) As of September 30, 2023 As of December 31, 2022 ASSETS (Unaudited) Current assets: Cash, cash equivalents, and restricted cash (Note 2) $ 155,154 $ 129,458 Accounts receivable, net of allowance of $ 14,430 in 2023 and $ 13,328 in 2022 29,046 42,353 Prepaid expenses 14,752 11,409 Income tax receivable 4,173 2,871 Total current assets 203,125 186,091 Property and equipment, net 98,460 100,892 Operating lease assets, net 101,632 108,870 Deferred income taxes 48,666 35,355 Goodwill 59,593 112,593 Intangible assets, net 32,796 54,734 Other assets, net 10,999 16,521 Total assets $ 555,271 $ 615,056 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 7,976 $ 3,808 Accrued compensation and benefits 18,645 15,010 Accrued liabilities 12,205 13,784 Deferred revenue and student deposits 29,243 23,760 Lease liabilities, current 14,207 14,396 Total current liabilities 82,276 70,758 Lease liabilities, long-term 97,289 101,420 Long-term debt, net 94,316 93,151 Total liabilities 273,881 265,329 Commitments and contingencies (Note 10) Stockholders’ equity: Preferred stock, $ .01 par value; 10,000,000 shares authorized; 400 shares issued and outstanding in 2023 and 2022, respectively. ($ 142,874 and $ 155,587 liquidation preference per share, $ 57,150 and $ 62,235 in aggregate, for 2023 and 2022, respectively) (Note 12) 39,691 39,691 Common stock, $ .01 par value; 100,000,000 shares authorized; 17,783,615 issued and outstanding in 2023; 18,892,791 issued and outstanding in 2022 178 189 Additional paid-in capital 297,848 292,854 Accumulated other comprehensive income 2,537 3,102 (Accumulated deficit) retained earnings ( 58,864 ) 13,891 Total stockholders’ equity 281,390 349,727 Total liabilities and stockholders’ equity $ 555,271 $ 615,056 The accompanying notes are an integral part of these Consolidated Financial Statements. 3 AMERICAN PUBLIC EDUCATION, INC. Consolidated Statements of Income (In thousands, except per share amounts) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (Unaudited) (Unaudited) Revenue $ 150,838 $ 149,535 $ 447,741 $ 453,890 Costs and expenses: Instructional costs and services 73,228 71,817 222,115 215,604 Selling and promotional 33,315 40,917 106,205 116,082 General and administrative 30,885 29,667 96,907 89,179 Impairment of goodwill and intangible assets (Note 6) — — 64,000 144,900 (Gain) loss on disposals of long-lived assets ( 16 ) 178 17 962 Depreciation and amortization 7,026 7,982 22,735 24,249 Total costs and expenses 144,438 150,561 511,979 590,976 Income (loss) from operations before interest and income taxes 6,400 ( 1,026 ) ( 64,238 ) ( 137,086 ) Gain on acquisition (Note 3) — — — 3,828 Interest expense, net ( 792 ) ( 3,594 ) ( 3,668 ) ( 10,339 ) Income (loss) before income taxes 5,608 ( 4,620 ) ( 67,906 ) ( 143,597 ) Income tax expense (benefit) 3,712 ( 860 ) ( 12,839 ) ( 35,152 ) Equity investment loss, net of tax ( 5,224 ) ( 2 ) ( 5,233 ) ( 13 ) Net loss $ ( 3,328 ) $ ( 3,762 ) $ ( 60,300 ) $ ( 108,458 ) Preferred stock dividends 1,525 — 4,469 — Net loss available to common stockholders $ ( 4,853 ) $ ( 3,762 ) $ ( 64,769 ) $ ( 108,458 ) Loss per common share: Basic $ ( 0.27 ) $ ( 0.20 ) $ ( 3.55 ) $ ( 5.75 ) Diluted $ ( 0.27 ) $ ( 0.20 ) $ ( 3.54 ) $ ( 5.74 ) Weighted average number of common shares: Basic 17,778 18,885 18,230 18,854 Diluted 17,820 18,927 18,294 18,906 The accompanying notes are an integral part of these Consolidated Financial Statements. 4 AMERICAN PUBLIC EDUCATION, INC. Consolidated Statements of Comprehensive Income (Loss) (In thousands) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (Unaudited) (Unaudited) Net loss $ ( 3,328 ) $ ( 3,762 ) $ ( 60,300 ) $ ( 108,458 ) Other comprehensive (loss) income, net of tax: Unrealized gain on hedging derivatives 274 1,652 1,283 4,091 Tax effect ( 84 ) ( 410 ) ( 365 ) ( 1,015 ) Unrealized gain on hedging derivatives, net of taxes 190 1,242 918 3,076 Reclassification of gains to net income ( 768 ) ( 63 ) ( 2,072 ) ( 63 ) Tax effect 235 16 589 16 Reclassifications of gains to net income, net of taxes ( 533 ) ( 47 ) ( 1,483 ) ( 47 ) Total other comprehensive (loss) income ( 343 ) 1,195 ( 565 ) 3,029 Comprehensive loss $ ( 3,671 ) $ ( 2,567 ) $ ( 60,865 ) $ ( 105,429 ) The accompanying notes are an integral part of these Consolidated Financial Statements. 5 AMERICAN PUBLIC EDUCATION, INC. Consolidated Statements of Stockholders’ Equity (Unaudited) (In thousands, except share amounts) Additional Paid-in Capital Accumulated Other Comprehensive Income (loss) Retained Earnings (Accumulated Deficit) Total Stockholders’ Equity Preferred Stock Common Stock Shares Amount Shares Amount Balance as of December 31, 2022 400 $ 39,691 18,892,791 $ 189 $ 292,854 $ 3,102 $ 13,891 $ 349,727 Preferred Stock dividends — — — — — — ( 1,457 ) ( 1,457 ) Issuance of common stock under employee benefit plans — — 245,638 3 ( 3 ) — — — Deemed repurchased shares of common and restricted stock for tax withholding — — ( 85,023 ) ( 1 ) ( 994 ) — — ( 995 ) Stock-based compensation — — — — 2,224 — — 2,224 Repurchased and retired shares of common stock — — ( 75,000 ) ( 1 ) 1 — ( 371 ) ( 371 ) Other comprehensive loss — — — — — ( 475 ) — ( 475 ) Net loss — — — — — — ( 5,740 ) ( 5,740 ) Balance as of March 31, 2023 400 39,691 18,978,406 $ 190 $ 294,082 $ 2,627 $ 6,323 $ 342,913 Preferred Stock dividends — — — — — — ( 1,487 ) ( 1,487 ) Issuance of common stock under employee benefit plans — — 53,756 1 ( 1 ) — — — Deemed repurchased shares of common and restricted stock for tax withholding — — ( 1,416 ) — ( 7 ) — — ( 7 ) Stock-based compensation — — — — 2,068 — — 2,068 Repurchased and retired shares of common stock — — ( 1,260,357 ) ( 13 ) — — ( 7,615 ) ( 7,628 ) Other comprehensive gain — — — 253 253 Net loss — — — — ( 51,232 ) ( 51,232 ) Balance as of June 30, 2023 400 $ 39,691 17,770,389 $ 178 $ 296,142 $ 2,880 $ ( 54,011 ) $ 284,880 Preferred Stock dividends — — — — — — ( 1,525 ) ( 1,525 ) Issuance of common stock under employee benefit plans — — 18,140 1 ( 1 ) — — — Deemed repurchased shares of common and restricted stock for tax withholding — — ( 4,914 ) ( 1 ) ( 26 ) — — ( 27 ) Stock-based compensation — — — — 1,733 — — 1,733 Other comprehensive loss — — — — — ( 343 ) ( 343 ) Net loss — — — — — — ( 3,328 ) ( 3,328 ) Balance as of September 30, 2023 400 $ 39,691 17,783,615 $ 178 $ 297,848 $ 2,537 $ ( 58,864 ) $ 281,390 The accompanying notes are an integral part of these Consolidated Financial Statements. 6 AMERICAN PUBLIC EDUCATION, INC. Consolidated Statements of Stockholders’ Equity (Unaudited) (In thousands, except share amounts) Additional Paid-in Capital Accumulated Other Comprehensive Income (loss) Retained Earnings Total Stockholders’ Equity Preferred Stock Common Stock Shares Amount Shares Amount Balance as of December 31, 2021 — $ — 18,709,171 $ 187 $ 286,385 $ 108 $ 128,932 $ 415,612 Issuance of common stock under employee benefit plans — — 218,512 3 ( 3 ) — — — Deemed repurchased shares of common and restricted stock for tax withholding — — ( 71,331 ) ( 1 ) ( 1,443 ) — — ( 1,444 ) Stock-based compensation — — — — 2,356 — — 2,356 Repurchased and retired shares of common stock — — — — — — — — Other comprehensive gain — — — — — 1,324 — 1,324 Net income — — — — — — 5,333 5,333 Balance as of March 31, 2022 — — 18,856,352 $ 189 $ 287,295 $ 1,432 $ 134,265 $ 423,181 Issuance of common stock under employee benefit plans — — 22,185 — — — — — Deemed repurchased shares of common and restricted stock for tax withholding — — ( 782 ) — ( 10 ) — — ( 10 ) Stock-based compensation — — — — 2,350 — — 2,350 Repurchased and retired shares of common stock — — — — — — — — Other comprehensive gain — — — — — 510 — 510 Net loss — — — — — — ( 110,029 ) ( 110,029 ) Balance as of June 30, 2022 — — 18,877,755 $ 189 $ 289,635 $ 1,942 $ 24,236 $ 316,002 Issuance of common stock under employee benefit plans — — 22,578 — — — — — Deemed repurchased shares of common and restricted stock for tax withholding — — ( 8,257 ) — ( 80 ) — — ( 80 ) Stock-based compensation — — — — 1,997 — — 1,997 Other comprehensive gain — — — — — 1,195 — 1,195 Net loss — — — — — — ( 3,762 ) ( 3,762 ) Balance as of September 30, 2022 — — 18,892,076 $ 189 $ 291,552 $ 3,137 $ 20,474 $ 315,352 The accompanying notes are an integral part of these Consolidated Financial Statements. 7 AMERICAN PUBLIC EDUCATION, INC. Consolidated Statements of Cash Flows (In thousands) Nine Months Ended September 30, 2023 2022 (Unaudited) Operating activities Net loss $ ( 60,300 ) $ ( 108,458 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 22,735 24,249 Amortization of debt issuance costs 1,240 1,937 Stock-based compensation 6,025 6,703 Equity investment loss, net of tax 5,233 13 Deferred income taxes ( 13,311 ) ( 38,916 ) Loss on disposals of long-lived assets 17 962 Impairment of goodwill and intangible assets 64,000 144,900 Gain on acquisition — ( 3,828 ) Other — 16 Changes in operating assets and liabilities: Accounts receivable, net of allowance for bad debt 13,307 12,781 Prepaid expenses ( 3,343 ) 279 Income tax receivable/payable ( 1,302 ) 1,141 Operating leases, net 3,003 1,236 Other assets ( 351 ) 210 Accounts payable 4,168 ( 5,232 ) Accrued compensation and benefits 3,635 3,437 Accrued liabilities ( 1,582 ) 6,975 Deferred revenue and student deposits 5,483 3,840 Net cash provided by operating activities 48,657 52,245 Investing activities Cash received from acquisition, net of cash paid — 1,951 Capital expenditures ( 9,505 ) ( 10,905 ) Proceeds from the sale of real property 123 765 Net cash used in investing activities ( 9,382 ) ( 8,189 ) Financing activities Cash paid for repurchase of common stock ( 9,028 ) ( 1,534 ) Preferred stock dividends paid ( 4,466 ) — Cash paid for principal on borrowings and finance leases ( 85 ) ( 6,649 ) Net cash used in financing activities ( 13,579 ) ( 8,183 ) Net increase in cash, cash equivalents, and restricted cash 25,696 35,873 Cash, cash equivalents, and restricted cash at beginning of period 129,458 149,627 Cash, cash equivalents, and restricted cash at end of period $ 155,154 $ 185,500 Supplemental disclosure of cash flow information Interest paid $ 7,863 $ 8,747 Income taxes paid $ 1,551 $ 3,392 The accompanying notes are an integral part of these Consolidated Financial Statements. 8 AMERICAN PUBLIC EDUCATION, INC. Notes to Consolidated Financial Statements Note 1. Nature of the Business American Public Education, Inc., or APEI, which together with its subsidiaries is referred to herein as the “Company,” is a provider of online and campus-based postsecondary education, and career learning through Graduate School USA, to students through the following subsidiary institutions: • American Public University System, Inc., or APUS, provides online postsecondary education directed primarily at the needs of the military, military-affiliated, public service and service-minded communities through two brands: American Military University, or AMU, and American Public University, or APU. APUS is institutionally accredited by the Higher Learning Commission, or HLC. • Rasmussen College, LLC, which is referred to herein as Rasmussen University, or RU, provides nursing- and health sciences-focused postsecondary education to students at its 22 campuses in six states and online. RU is institutionally accredited by the HLC. • National Education Seminars, Inc., which is referred to herein as Hondros College of Nursing, or HCN, provides postsecondary nursing education to students enrolled at its eight campuses in three states. HCN is institutionally accredited by the Accrediting Bureau for Health Education Schools, or ABHES. • American Public Training LLC, which is referred to herein as Graduate School USA, or GSUSA, provides career learning and leadership training in-person and online to the federal workforce. GSUSA is accredited by the Accrediting Council for Continuing Education and Training, or ACCET. The Company’s subsidiary institutions are licensed or otherwise authorized by state authorities to offer education programs to the extent the institutions believe such licenses or authorizations are required, and APUS, RU, and HCN are certified by the United States Department of Education, or ED, to participate in student financial aid programs authorized under Title IV of the Higher Education Act of 1965, as amended, or Title IV programs. The Company’s operations are organized into the following three reportable segments: • American Public University System Segment, or APUS Segment. This segment reflects the operational activities of APUS. • Rasmussen University Segment, or RU Segment . This segment reflects the operational activities of RU. • Hondros College of Nursing Segment, or HCN Segment. This segment reflects the operational activities of HCN. Adjustments to reconcile segment results to the Consolidated Financial Statements are included in “Corporate and Other.” These adjustments include unallocated corporate activity and eliminations, and the operational activities of GSUSA. GSUSA operates as a stand-alone subsidiary of APEI, but does not meet the quantitative thresholds to qualify as a reportable segment, and does not have other requisite characteristics as a reportable segment. Therefore, GSUSA’s results are combined and presented within “Corporate and Other.” Please refer to “Note 9. Segment Information” for more information on the Company’s reporting segments. Note 2. Summary of Significant Accounting Policies A summary of the Company’s significant accounting policies follows: Basis of Presentation and Accounting The accompanying unaudited, interim Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. 9 Business Combinations The Company accounts for business combinations in accordance with Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations , or FASB ASC 805, which requires the acquisition method to be used for all business combinations. Under ASC 805, the assets and liabilities of an acquired company are reported at business fair value along with the fair value of acquired intangible assets at the date of acquisition. Principles of Consolidation The accompanying unaudited interim Consolidated Financial Statements include the accounts of APEI and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation. Unaudited Interim Consolidated Financial Information The unaudited interim Consolidated Financial Statements do not include all the information and notes required by GAAP for audited annual financial statement presentations. In the opinion of management, these statements include all adjustments (consisting of normal recurring adjustments) considered necessary to present a fair statement of the Company’s financial position, results of operations, and cash flows. Operating results for any interim period are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. This Quarterly Report on Form 10-Q, or this Quarterly Report, should be read in conjunction with the Consolidated Financial Statements and accompanying notes in its audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, or the Annual Report. Use of Estimates In preparing financial statements in conformity with GAAP, the Company is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The Company evaluates these estimates and judgments on an ongoing basis and bases its estimates on experience, current and expected future conditions, and various other assumptions that the Company believes are reasonable under the circumstances. Actual results may differ from those estimates under different assumptions or conditions, and the impact of such differences may be material to the Consolidated Financial Statements. Cash and Cash Equivalents The Company considers all short-term highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of demand deposits with financial institutions, money market funds, and U.S. Treasury bills. Cash and cash equivalents are Level 1 assets in the fair value reporting hierarchy. Restricted Cash Restricted cash includes funds held for students for unbilled educational services that were received from Title IV programs. As a trustee of these Title IV program funds, the Company is required to maintain and restrict these funds pursuant to the terms of the program participation agreement with ED. Restricted cash also includes amounts to secure letters of credit, including $ 24.3 million in a restricted certificate of deposit account to secure a letter of credit for the benefit of ED on behalf of RU in connection with RU’s 2020 composite score, which is used by ED for determining compliance with financial responsibility standards, being below the minimum required, and a $ 0.7 million restricted certificate of deposit to secure a letter of credit in lieu of a security deposit for a RU leased campus. Restricted cash on the Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022, excluding the restricted certificates of deposit, was $ 2.3 million and $ 2.0 million, respectively. Total restricted cash as of September 30, 2023 and December 31, 2022 was $ 27.3 million and $ 26.9 million, respectively. 10 Cash and cash equivalents and restricted cash as of September 30, 2023 and December 31, 2022 were as follows (in thousands): As of September 30, 2023 As of December 31, 2022 (Unaudited) Cash, cash equivalents, and restricted cash $ 155,154 $ 129,458 Less: restricted cash ( 27,295 ) ( 26,939 ) Total unrestricted cash $ 127,859 $ 102,519 Investments The Company accounts for its equity method and cost method investments under FASB ASC 321, Investments - Equity Securities . The Company periodically evaluates its equity method investment for indicators of an other-than-temporary impairment. Factors the Company considers when evaluating for an other-than-temporary impairment include the duration and severity of the impairment, the reasons for the decline in value, and the potential recovery period. For an investee with impairment indicators, the Company measures fair value on the basis of discounted cash flows or other appropriate valuation methods. If it is probable that the Company will not recover the carrying amount of the investment, the impairment is considered other-than-temporary and recorded in equity investment loss, net of tax, and the equity investment balance is reduced to its fair value. For each reporting period, the Company evaluates its cost method investments for observable price changes. Factors the Company may consider when evaluating an observable price change may include significant changes in the regulatory, economic or technological environment, changes in general market conditions, bona fide offers to purchase or sell similar investments, and other criteria. Management must exercise significant judgment in evaluating the potential impairment of its equity and cost method investments. The Company evaluated its equity method and cost method investments for impairment as of September 30, 2023, and concluded the fair value of a cost method investment was less than its carrying amount. As a result, the Company recorded an investment loss of $ 5.2 million, net of tax, during the three months ended September 30, 2023. This investment loss is included in equity investment loss, net of tax, in the Consolidated Statements of Income and is due to the investee entering into an agreement to be sold which will result in no sales proceeds to the Company. The investment loss recorded eliminated the difference between the fair value and the book value of the cost method investment. There were no indicators of impairment during the three and nine months ended September 30, 2022. The Company’s equity method and cost method investments are included in Other assets, net on the accompanying Consolidated Balance Sheets. As of September 30, 2023, the aggregate carrying amount of the Company’s investments accounted for under ASC 321 was approximately $ 3.3 million. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of an acquired business over the amount assigned to the assets acquired and liabilities assumed. Goodwill is not amortized. The Company accounts for goodwill and indefinite-lived intangible assets in accordance with FASB ASC 350, Intangibles Goodwill and Other, and Accounting Standards Update, or ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The Company’s goodwill and intangible assets are deductible for tax purposes. The Company annually assesses goodwill for impairment in the fourth quarter, or more frequently if events or changes in circumstances indicate that goodwill might be impaired. Impairment testing consists of an optional qualitative assessment as well as a quantitative test. The quantitative test compares the fair value of a reporting unit to its carrying value. If the carrying value of the reporting unit is greater than zero and its fair value is greater than its carrying amount, there is no impairment. If the carrying value is greater than the fair value, the difference between the two values is recorded as an impairment. Finite-lived intangible assets acquired in business combinations are recorded at fair value on their acquisition date and are amortized on a straight-line basis over the estimated useful life of the asset. The Company reviews its intangible assets for impairment annually, or more frequently if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such assets are not recoverable, an impairment loss is recognized to the extent the carrying amount of the assets exceeds the fair value of the assets. 11 For additional details regarding goodwill and intangible assets, please refer to “Note 6. Goodwill and Intangible Assets” in these Consolidated Financial Statements. Stock-based Compensation The Company accounts for stock-based compensation in accordance with FASB ASC 718, Stock Compensation , which requires companies to expense share-based compensation based on fair value, and ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . Stock-based payments may include incentive stock options or non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, performance shares, performance units, cash-based awards, other stock-based awards, including unrestricted shares, or any combination of the foregoing. Stock-based compensation cost is recognized as an expense generally over a three-year vesting period using the straight-line method for employees and the graded-vesting method for members of the Company’s Board of Directors. It is measured using the Company’s closing stock price on the date of the grant. An accelerated one-year period is used to recognize stock-based compensation cost for employees who have reached certain service and retirement eligibility criteria on the date of grant. The fair value of each option award is estimated at the date of grant using a Black-Scholes option-pricing model that uses certain assumptions. The Company makes assumptions with respect to expected stock price volatility based on the average historical volatility of the Company’s common stock. In addition, the Company determines the risk-free interest rate by selecting the U.S. Treasury constant maturity for the same maturity as the estimated life of the option quoted on an investment basis in effect at the time of grant for that business day. Judgment is required in estimating the percentage of share-based awards that are expected to vest, and in the case of performance stock units, the level of performance that will be achieved and the number of shares that will be earned. The Company estimates forfeitures of share-based awards at the time of grant and revises such estimates in subsequent periods if actual forfeitures differ from original estimates. The forfeiture assumption is ultimately adjusted to the actual forfeiture rate. If actual results differ significantly from these estimates, stock-based compensation expense could be higher and have a material impact on the Company’s Consolidated Financial Statements. Estimates of fair value are subjective and are not intended to predict actual future events, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made under ASC 718. Stock-based compensation expense for the three and nine months ended September 30, 2023 and 2022 was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (Unaudited) (Unaudited) Instructional costs and services $ 176 $ 229 $ 713 $ 1,096 Selling and promotional ( 25 ) 302 392 814 General and administrative 1,582 1,466 4,920 4,793 Total stock-based compensation expense $ 1,733 $ 1,997 $ 6,025 $ 6,703 Incentive-based Compensation The Company provides incentive-based compensation opportunities to certain employees through cash incentive and equity awards. The expense associated with these awards is reflected within the Company’s operating expenses. For the years ending December 31, 2023 and 2022, the Management Development and Compensation Committee of the Board approved an annual incentive arrangement for senior management employees. The aggregate amount of awards payable, if any, is dependent upon the achievement of certain Company financial and operational goals and the satisfaction of individual performance goals. Given that the awards are generally contingent upon achieving annual objectives, final determination of the current year incentive awards cannot be made until after the results for the year are finalized. The Company recognizes the estimated fair value of performance-based restricted stock units by assuming the satisfaction of any performance-based objectives at the “target” level, which is the most probable outcome determined for accounting purposes at the time of grant and multiplying the corresponding number of shares earned based upon such achievement by the closing price of the Company’s stock on the date of grant. To the extent performance goals are not met, compensation cost is not ultimately recognized against the goals and, to the extent previously recognized, compensation cost is reversed. Amounts accrued are subject to change in future interim periods if actual future financial results or operational performance are better or worse than expected. During the three months 12 ended September 30, 2023, the Company recognized an aggregate benefit associated with the Company’s current year annual incentive-based compensation plans of approximately $ 0.7 million compared to an aggregate expense of approximately $ 0.4 million during the three months ended September 30, 2022. During the nine months ended September 30, 2023, the Company recognized an aggregate expense of approximately $ 3.2 million compared to an aggregate expense of approximately $ 2.9 million during the nine months ended September 30, 2022. Income Taxes The Company has historically calculated the provision for income taxes during the interim reporting periods by applying an estimate of the annual effective tax rate for the full calendar year to income before income taxes for the period, adjusted for discrete items. For the three and nine months ended September 30, 2023, the Company has elected to utilize the actual effective tax rate as allowed by FASB ASC 740, Accounting for Income Taxes. The Company calculated the interim tax provision for the three and nine months ended September 30, 2023, as if it was the annual period and determined the income tax expense or benefit on that basis. The Company believes that the actual effective tax rate for the three and nine months ended September 30, 2023, is a better estimate than the annual effective tax rate, as the annual effective tax rate method is highly sensitive to insignificant changes to estimated annual tax expense. Recent Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued by the FASB. All ASUs issued subsequent to the filing of the Annual Report on March 14, 2023, were assessed and determined to be either inapplicable or not expected to have a material impact on the Company’s consolidated financial position and/or results of operations. Note 3. Acquisition Activity Acquisition of Graduate School USA On January 1, 2022, or the GSUSA Closing Date, the Company completed the acquisition of GSUSA, or the GSUSA Acquisition, pursuant to an Asset Purchase Agreement dated August 10, 2021, by and between American Public Training LLC, and Graduate School USA, or the Seller, for an aggregate purchase price of $ 1.0 million, subject to working capital adjustments. At closing, the Company received approximately $ 1.9 million from the Seller, which represented the estimated net working capital at closing net of an initial cash payment to the Seller of $ 0.5 million, which was the purchase price less $ 0.5 million retained by the Company to secure the indemnification obligations of the Seller. The purchase price reflects the $ 0.5 million due to the Seller post-closing, and additional adjustments to the estimated net working capital at closing. The Company applied the acquisition method of accounting to the GSUSA Acquisition, whereby the assets acquired and liabilities assumed were recognized at fair value on the GSUSA Closing Date. There was no goodwill recorded as a result of the GSUSA Acquisition, but an approximate $ 4.5 million non-cash, non-taxable gain on the acquisition was recorded and is included as a separate line item on the Consolidated Statements of Income . The preliminary opening balance sheet was subject to adjustment based on a final assessment of the fair value of certain acquired assets and liabilities assumed. The Company had up to one year from the GSUSA Closing Date, or the measurement period, to complete the allocation of the purchase price. The Company completed its assessment of the fair values of certain acquired assets and liabilities assumed during the measurement period, and, as a result, during the second quarter of 2022, the Company recorded a $ 0.7 million decrease in the gain on acquisition for a net gain of $ 3.8 million based on the final working capital adjustment. The following table summarizes the components of the estimated consideration along with the purchase price allocation (in thousands): 13 Purchase Price Allocation Amount Cash and cash equivalents $ 1,000 Working capital adjustment ( 2,450 ) Total consideration ( 1,450 ) Assets acquired: Accounts receivable 4,282 Prepaid expenses 1,096 Property and equipment, net 400 Operating lease assets 31,635 Intangible assets 965 Total assets acquired 38,378 Liabilities assumed: Accounts payable and accrued liabilities 810 Deferred revenue 1,969 Lease liabilities, current 1,179 Lease liabilities, long-term 30,779 Deferred income taxes 1,263 Total liabilities assumed 36,000 Net assets acquired 2,378 Gain on acquisition $ 3,828 The gain on acquisition represents the excess of the fair value of net assets acquired over consideration paid. The consideration paid represents a substantial discount to the book value of GSUSA’s net assets at the GSUSA Closing Date, primarily due to the fair value adjustments related to the trade name, fixed assets, and right-of-use, or ROU, lease assets and liabilities compared to book value. The gain on acquisition was primarily the result of prior financial results, a lack of access to capital by the Seller, and the agreed upon purchase price that reflected the fact that GSUSA may need additional capital to fund operating losses. The fair values of the customer contracts and relationships and trade name intangible assets were determined using the income-based approach. The fair values of the curricula and accreditation and licensing identified intangible assets were determined using the cost approach. The table below presents a summary of intangible assets acquired and the useful lives of these assets (in thousands): Intangible Assets Useful life Amount Customer contracts and relationships 2.5 years $ 744 Curricula 3 years 158 Trade name 1 year 35 Accreditation and licenses 2.5 years 28 $ 965 Pro forma financial information relating to the GSUSA Acquisition is not presented because the GSUSA Acquisition did not represent a significant business acquisition for the Company. 14 Note 4. Revenue Disaggregation of Revenue In the following table, revenue, shown net of grants and scholarships, is disaggregated by type of service provided. The table also includes a reconciliation of the disaggregated revenue with the reportable segments (in thousands): Three Months Ended September 30, 2023 (Unaudited) APUS RU HCN Corporate and Other Consolidated Instructional services, net of grants and scholarships $ 75,879 $ 43,743 $ 11,761 $ 8,618 $ 140,001 Graduation fees 381 — — — 381 Textbook and other course materials — 7,707 1,796 — 9,503 Other fees 146 623 184 — 953 Total Revenue $ 76,406 $ 52,073 $ 13,741 $ 8,618 $ 150,838 Three Months Ended September 30, 2022 (Unaudited) APUS RU HCN Corporate and Other Consolidated Instructional services, net of grants and scholarships $ 68,173 $ 50,973 $ 9,619 $ 7,843 $ 136,608 Graduation fees 374 — — — 374 Textbook and other course materials — 9,814 1,631 — 11,445 Other fees 188 761 159 — 1,108 Total Revenue $ 68,735 $ 61,548 $ 11,409 $ 7,843 $ 149,535 Nine Months Ended September 30, 2023 (Unaudited) APUS RU HCN Corporate and Other Consolidated Instructional services, net of grants and scholarships $ 222,224 $ 135,452 $ 34,858 $ 21,142 $ 413,676 Graduation fees 1,138 — — — 1,138 Textbook and other course materials — 24,304 5,794 — 30,098 Other fees 579 1,755 495 — 2,829 Total Revenue $ 223,941 $ 161,511 $ 41,147 $ 21,142 $ 447,741 Nine Months Ended September 30, 2022 (Unaudited) APUS RU HCN Corporate and Other Consolidated Instructional services, net of grants and scholarships $ 210,094 $ 160,213 $ 29,082 $ 15,187 $ 414,576 Graduation fees 1,089 — — — 1,089 Textbook and other course materials — 29,906 4,917 — 34,823 Other fees 546 2,419 437 — 3,402 Total Revenue $ 211,729 $ 192,538 $ 34,436 $ 15,187 $ 453,890 15 Corporate and Other includes tuition and contract training revenue earned by GSUSA and the elimination of intersegment revenue for courses taken by employees of one segment at other segments. Contract Balances and Performance Obligations The Company had no contract assets or deferred contract costs as of September 30, 2023 and December 31, 2022. The Company recognizes a contract liability, or deferred revenue, when a student begins a course, in the case of APUS and GSUSA, or starts a term, in the case of RU and HCN. Deferred revenue at September 30, 2023 was $ 29.2 million and included $ 18.0 million in future revenue that had not yet been earned for courses and terms that were in progress, as well as $ 11.2 million in consideration received in advance for future courses or terms, or student deposits. Deferred revenue at December 31, 2022 was $ 23.8 million and included $ 13.0 million in future revenue that had not yet been earned for courses and terms that were in progress, as well as $ 10.8 million in student deposits. Deferred revenue represents the Company’s performance obligation to transfer future instructional services to students. The Company’s remaining performance obligations represent the transaction price allocated to future reporting periods. The Company has elected, as a practical expedient, not to disclose additional information about unsatisfied performance obligations for contracts with students that have an expected duration of one year or less. When the Company begins performing its obligations, a contract receivable is created, resulting in accounts receivable on the Consolidated Balance Sheets. The Company accounts for receivables in accordance with FASB ASC 310, Receivables . The Company uses the portfolio approach, a practical expedient, to evaluate if a contract exists and to assess collectability at the time of contract inception based on historical experience. Contracts are subsequently reviewed for collectability if significant events or circumstances indicate a change. The allowance for doubtful accounts is based on management’s evaluation of the status of existing accounts receivable. Among other factors, management considers the age of the receivable, the anticipated source of payment, and historical allowance considerations. Consideration is also given to any specific known risk areas among the existing accounts receivable balances. Recoveries of receivables previously written off are recorded when received. APUS, RU, and GSUSA do not charge interest on past due accounts receivable. HCN charges interest on payment plans when a student graduates or otherwise exits the program. Interest charged by HCN on payment plans was immaterial for the periods presented. Note 5. Leases The Company’s principal leasing activities include leases for facilities, which are classified as operating leases, and, as a result of the GSUSA Acquisition, leases for copiers and printers, which are classified as finance leases. Leases are classified as operating leases unless they meet any of the criteria below to be classified as a finance lease: • the lease transfers ownership of the asset at the end of the lease; • the lease grants an option to purchase the asset that the lessee is expected to exercise; • the lease term reflects a major part of the asset’s economic life; • the present value of the lease payments equals or exceeds the fair value of the asset; or • the asset is specialized with no alternative use to the lessor at the end of the term. Operating Leases The Company has operating leases for office space and campus facilities. Some leases include options to terminate or extend for one or more years. These options are included in the lease term when it is reasonably certain that the option will be exercised. The Company leases corporate office space in Maryland and, beginning in January 2023, in Florida, under operating leases that expire in May 2024 and January 2026, respectively. The RU Segment leases administrative office space in suburban Chicago, Illinois, and Minneapolis, Minnesota, and leases 22 campuses located in six states under operating leases that expire through October 2033. The HCN Segment leases administrative office space in suburban Columbus, Ohio, and leases eight campuses located in three states under operating leases that expire through December 2032. GSUSA leases classroom and administrative office space in Washington, D.C. and Honolulu, Hawaii, under operating leases that expire through September 2036. 16 Operating lease assets are ROU assets, which represent the right to use the underlying assets for the lease term. Operating lease liabilities represent the obligation to make lease payments arising from the lease. Operating leases are included in the Operating lease assets, net, and Lease liabilities, current and long-term, on the Consolidated Balance Sheets. These assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. When the lease does not provide an implicit interest rate, the Company uses an incremental borrowing rate based on information available at lease commencement to determine the present value of the lease payments. The ROU assets include all remaining lease payments and exclude lease incentives. Lease expense for operating leases is recognized on a straight-line basis over the lease term. There are no variable lease payments. Lease expense for the three and nine months ended September 30, 2023 was $ 5.3 million and $ 15.7 million, respectively, compared to $ 5.0 million and $ 15.1 million for the three and nine months ended September 30, 2022, respectively. These costs are primarily related to long-term operating leases, but also include amounts for short-term leases with terms greater than 30 days that are not material. Cash paid for amounts included in the present value of operating lease liabilities during the three and nine months ended September 30, 2023 was $ 5.0 million and $ 15.2 million, respectively, compared to $ 4.8 million and $ 14.7 million for the three and nine months ended September 30, 2022, respectively, and is included in operating cash flows. Finance Leases In connection with the GSUSA Acquisition, the Company acquired leases for copiers and printers that are classified as finance leases and expire on December 31, 2024. The Company pledged the assets financed to secure the outstanding leases. As of September 30, 2023, the total finance lease liability was $ 0.1 million, with an average interest rate of 3.75 %. The ROU assets are recorded within Property and equipment, net on the Consolidated Balance Sheets. Lease amortization expense associated with the Company’s finance leases was approximately $ 27,000 and $ 81,000 for the three and nine months ended September 30, 2023 and 2022, respectively, and is recorded within Depreciation and amortization expense on the Consolidated Statements of Income. The following tables present information about the amount and timing of cash flows arising from the Company’s operating and finance leases as of September 30, 2023 (dollars in thousands): Maturity of Lease Liabilities (Unaudited) Operating Leases Finance Leases 2023 (remaining) $ 4,832 $ 28 2024 18,345 113 2025 16,765 — 2026 15,844 — 2027 15,653 — 2028 14,228 — 2029 and beyond 52,408 — Total future minimum lease payments $ 138,075 $ 141 Less: imputed interest ( 26,716 ) ( 4 ) Present value of operating lease liabilities $ 111,359 $ 137 Less: lease liabilities, current ( 14,098 ) ( 109 ) Lease liabilities, long-term $ 97,261 $ 28 17 Balance Sheet Classification (Unaudited) Current: Operating lease liabilities, current $ 14,098 Finance lease liabilities, current 109 Long-term: Operating lease liabilities, long-term 97,261 Finance lease liabilities, long-term 28 Total lease liabilities $ 111,496 Other Information (Unaudited) Weighted average remaining lease term (in years): Operating leases 8.52 Finance leases 1.25 Weighted average discount rate: Operating leases 4.5 % Finance leases 3.8 % Note 6. Goodwill and Intangible Assets In connection with its acquisitions, the Company has applied FASB ASC 805 using the acquisition method of accounting. The Company recorded $ 217.4 million and $ 38.6 million of goodwill in connection with the RU and HCN acquisitions, respectively, representing the excess of the purchase price over the fair value of assets acquired and liabilities assumed, including identifiable intangible assets. The Company recorded non-cash impairment charges in 2022 and 2023 for RU, and 2016 and 2019 for HCN, reducing the carrying value of RU and HCN goodwill to $ 33.0 million and $ 26.6 million, respectively. There was no goodwill recorded in connection with the acquisition of GSUSA. In addition to goodwill, in connection with the acquisitions of RU and HCN, the Company recorded identified intangible assets with an indefinite useful life in the aggregate amount of $ 51.0 million and $ 3.7 million, respectively, which include trade name, accreditation, licensing, and Title IV, and affiliate agreements. The Company recorded non-cash impairment charges in 2022 and 2023, reducing the carrying value of RU identified intangible assets with an indefinite useful life to $ 24.5 million. There were no indefinite useful life intangible assets identified as a result of the GSUSA Acquisition. There are no indefinite-lived intangible assets in the APUS Segment. The Company 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. There are no definite-lived intangible assets in the APUS Segment. The Company recorded amortization expense related to definite lived intangibles assets of approximately $ 3.0 million and $ 10.9 million for the three and nine months ended September 30, 2023, respectively, compared to $ 4.0 million and $ 11.9 million for the three and nine months ended September 30, 2022, respectively. The Company accounts for goodwill and indefinite-lived intangible assets in accordance with FASB ASC 350, Intangibles Goodwill and Other , and ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The Company annually assesses goodwill for impairment, or more frequently if events or changes in circumstances indicate that goodwill might be impaired. Goodwill impairment testing consists of an optional qualitative assessment as well as a quantitative test. The quantitative test compares the fair value of the reporting unit to its carrying value. If the carrying value of the reporting unit is greater than zero and its fair value is greater than its carrying amount, there is no impairment. If the carrying value is greater than the fair value, the difference between the two values is recorded as an impairment. During the three months ended June 30, 2023, the Company completed a qualitative assessment of RU and HCN Segment goodwill to determine if an interim goodwill impairment testing was necessary. This evaluation included consideration of enrollment trends and financial performance, as well as industry and market conditions. The Company concluded it was more likely than not the fair value of the Company’s RU Segment was less than its carrying amount resulting from RU’s underperformance when compared to 2023 internal targets, projected enrollment trends, the decline in financial performance projected for the remainder of 2023 as compared to prior projections, and the Company’s market value. There were no 18 indicators of impairment at HCN. As a result, the Company completed a quantitative impairment test related to the valuation of its RU Segment goodwill during the second quarter of 2023. The implied fair value of RU Segment goodwill was calculated and compared to the recorded value. As a result, the Company recorded a non-cash impairment charge of $ 53.0 million, and the corresponding tax impact of $ 15.8 million to reduce the carrying value of RU Segment goodwill to $ 33.0 million. The impairment charge recorded eliminated the difference between the fair value and book value of RU Segment goodwill. The Company also evaluated events and circumstances related to the valuation of its intangible assets recorded within the RU and HCN Segments to determine if there were indicators of impairment. The Company concluded there were indicators of impairment during the three months ended June 30, 2023 of the RU Segment intangible assets. There were no indicators of impairment at HCN. As a result, the Company recorded a non-cash impairment charge of $ 11.0 million to reduce the carrying values of the RU Segment trade name and RU Segment accreditation, licensing and Title IV indefinite-lived intangible assets during the second quarter of 2023 to $ 18.5 million and $ 6.0 million, respectively. The impairment charge recorded eliminated the difference between the fair value of the trade name and accreditation, licensing, and Title IV indefinite lived intangible assets, and their book values. In total, the Company recorded non-cash impairment charges of $ 64.0 million during the three months ended June 30, 2023 related to RU Segment goodwill and intangible assets, and the corresponding tax impact of $ 15.8 million. During the three months ended September 30, 2023 the Company performed a qualitative analysis for the RU and HCN Segments’ goodwill and indefinite-lived intangible assets. As part of the analysis, the Company considered the events and circumstances expressly required by ASC 350, in addition to other entity-specific factors. Factors considered included RU and HCN’s financial and enrollment performance against internal targets, economic factors, and the continued favorable growth outlook for nursing education. After completing the qualitative review of goodwill for the RU and HCN Segments for the three months ended September 30, 2023, the Company 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 no quantitative impairment test and no impairment charge was necessary. During the three months ended June 30, 2022, the Company completed a qualitative assessment to determine if an interim goodwill impairment test was necessary. The Company concluded it was more likely than not the fair value of the Company’s RU Segment was less than its carrying amount as a result of circumstances that included RU’s performance to date against 2022 internal targets and overall 2022 financial performance to date. There were no indicators of impairment at HCN. Therefore, the Company proceeded with a quantitative impairment test related to the valuation of its RU Segment goodwill during the second quarter of 2022. The implied fair value of goodwill was calculated and compared to the recorded goodwill. As a result, during the second quarter of 2022, the Company recorded a non-cash impairment charge of $ 131.4 million, and the corresponding tax impact of $ 36.0 million, to reduce the carrying value of RU Segment goodwill. The impairment charge recorded eliminated the difference between the fair value and book value of RU Segment goodwill. Further, during the three months ended June 30, 2022, the Company also evaluated events and circumstances related to the valuation of its intangible assets recorded within the RU and HCN Segments to determine if there were indicators of impairment. These evaluations concluded there were indicators of impairment during the second quarter of 2022 of RU Segment intangible assets. There were no indicators of impairment at HCN. As a result, during the second quarter of 2022, the Company recorded a non-cash impairment charge of $ 13.5 million to reduce the carrying value of RU Segment accreditation, licensing, and Title IV indefinite-lived intangible assets. The impairment charge recorded eliminated the difference between the fair value of the accreditation, licensing, and Title IV indefinite lived intangible assets, and its book value. In total, during the three months ended June 30, 2022, the Company recorded non-cash impairment charges of $ 144.9 million related to RU Segment goodwill and intangible assets, and $ 36.0 million related to the corresponding tax impact. 19 The following table summarizes the changes in the carrying amount of goodwill by reportable segment for the nine months ended September 30, 2023 (in thousands): APUS Segment RU Segment HCN Segment Total Goodwill (Unaudited) Goodwill as of December 31, 2021 $ — $ 216,923 $ 26,563 $ 243,486 Goodwill acquired — — — — Impairment — ( 131,400 ) — ( 131,400 ) Adjustments — 507 — 507 Goodwill as of December 31, 2022 $ — $ 86,030 $ 26,563 $ 112,593 Goodwill acquired — — — — Impairment — ( 53,000 ) — ( 53,000 ) Goodwill as of September 30, 2023 $ — $ 33,030 $ 26,563 $ 59,593 The following table represents the balance of the Company’s intangible assets as of September 30, 2023 (in thousands): Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount (Unaudited) Finite-lived intangible assets Student roster $ 20,000 $ 20,000 $ — $ — Curricula 14,563 10,219 — 4,344 Student and customer contracts and relationships 4,614 4,391 — 223 Lead conversions 1,500 1,500 — — Non-compete agreements 86 86 — — Tradename 35 35 — — Accreditation and licenses 28 20 — 8 Total finite-lived intangible assets $ 40,826 $ 36,251 $ — $ 4,575 Indefinite-lived intangible assets Trade name 28,498 — 8,000 20,498 Accreditation, licensing, and Title IV 26,186 — 18,500 7,686 Affiliation agreements 37 — — 37 Total indefinite-lived intangible assets 54,721 — 26,500 28,221 Total intangible assets $ 95,547 $ 36,251 $ 26,500 $ 32,796 20 The following table represents the balance of the Company’s intangible assets as of December 31, 2022 (in thousands): Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Finite-lived intangible assets Student roster $ 20,000 $ 13,333 $ — $ 6,667 Curricula 14,563 6,680 — 7,883 Student contracts and relationships 4,614 4,168 — 446 Lead conversions 1,500 1,000 — 500 Non-compete agreements 86 86 — — Tradename 35 35 — — Accreditation and licenses 28 11 — 17 Total finite-lived intangible assets $ 40,826 $ 25,313 $ — $ 15,513 Indefinite-lived intangible assets Trade name 28,498 — — 28,498 Accreditation, licensing, and Title IV 26,186 — 15,500 10,686 Affiliation agreements 37 — — 37 Total indefinite-lived intangible assets 54,721 — 15,500 39,221 Total intangible assets $ 95,547 $ 25,313 $ 15,500 $ 54,734 For additional information on goodwill and intangible assets, see the Consolidated Financial Statements and accompanying notes in the Annual Report. 21 Note 7. Loss Per Common Share Loss per common share is calculated by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Net loss available to common stockholders is net loss adjusted for preferred stock dividends declared. Diluted loss per common share is calculated by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding, increased by the shares used in the per share calculation by the dilutive effects of restricted stock and option awards. The table below reflects the calculation of loss per common share and the weighted average number of common shares outstanding, on an as if converted basis, used in computing basic and diluted loss per common share (in thousands, expect per share amounts). Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (Unaudited) (Unaudited) Loss per common share Net loss $ ( 3,328 ) $ ( 3,762 ) $ ( 60,300 ) $ ( 108,458 ) Preferred Stock Dividend 1,525 — 4,469 — Net loss available to common shareholders $ ( 4,853 ) $ ( 3,762 ) $ ( 64,769 ) $ ( 108,458 ) Basic weighted average shares outstanding 17,778 18,885 18,230 18,854 Loss per common share $ ( 0.27 ) $ ( 0.20 ) $ ( 3.55 ) $ ( 5.75 ) Diluted loss per common share Net loss available to common shareholders $ ( 4,853 ) $ ( 3,762 ) $ ( 64,769 ) $ ( 108,458 ) Basic weighted average shares outstanding 17,778 18,885 18,230 18,854 Effect of dilutive restricted stock and options 42 42 64 52 Diluted weighted average shares outstanding 17,820 18,927 18,294 18,906 Diluted loss per common share $ ( 0.27 ) $ ( 0.20 ) $ ( 3.54 ) $ ( 5.74 ) The table below reflects a summary of securities that could potentially dilute basic loss per common share in future periods that were not included in the computation of diluted loss per share because the effect would have been antidilutive (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (Unaudited) (Unaudited) Antidilutive securities: Stock options 163,382 135,597 163,382 135,597 Restricted shares 894,703 613,074 895,152 581,042 Total antidilutive securities 1,058,085 748,671 1,058,534 716,639 Note 8. Long-Term Debt In connection with the acquisition of RU, APEI, as borrower, entered into a Credit Agreement with Macquarie Capital Funding LLC, or the Credit Agreement, as administrative agent and collateral agent, or the Agent, Macquarie Capital USA Inc. and Truist Securities, Inc., as lead arrangers and joint bookrunners, and certain lenders party thereto, or the Lenders. The Credit Agreement provides for (i) a senior secured term loan facility in an aggregate original principal amount of $ 175 million, or the Term Loan, with a scheduled maturity date of September 1, 2027 and (ii) a senior secured revolving loan facility in an aggregate commitment amount of $ 20.0 million, or the Revolving Credit Facility, which together with the Term Loan is referred to as the Facilities, with a scheduled maturity date of September 1, 2026, the full capacity of which may be utilized for the issuance of letters of credit. The Revolving Credit Facility also includes a $ 5.0 million sub-facility for swing line loans. The Term Loan, the proceeds of which were used as part of the cash consideration for the acquisition of RU, was fully funded on September 1, 2021, the closing date of the acquisition of RU, and is presented net of deferred financing fees on the 22 Consolidated Balance Sheets. Deferred financing fees are being amortized using the effective interest method over the term of the Term Loan. As of September 30, 2023 and December 31, 2022, the remaining unamortized deferred financing fees were $ 4.7 million and $ 5.9 million, respectively. Deferred financing fees of $ 0.5 million related to the Revolving Credit Facility were recorded as an asset and are being amortized to interest expense over the term of the Revolving Credit Facility. There were no borrowings outstanding under the Revolving Credit Facility as of September 30, 2023 and December 31, 2022. In June 2023, in connection with the cessation of publication of the London Interbank Offered Rate, or LIBOR, the Credit Agreement was amended to change the applicable floating index rate at which interest on borrowings under the Facilities would accrue from LIBOR to Term Secured Overnight Financing Rate, or Term SOFR (as defined in the Credit Agreement, as amended), a forward-looking term rate. Outstanding borrowings under the Facilities bear interest at a per annum rate equal to Term SOFR (plus a credit spread adjustment ranging from 0.11448 % to 0.42826 % depending on the interest period selected by APEI and subject to a 0.75 % floor after giving effect to such adjustment) plus 5.50 %, which shall increase by an additional 2.00 % on all past due obligations if APEI fails to pay any amount when due. As of September 30, 2023, the Facilities borrowing rate was 10.95 %, excluding any offset from the interest rate cap agreement described below. An unused commitment fee in the amount of 0.50 % is payable quarterly in arrears based on the average daily unused amount of the commitments under the Revolving Credit Facility. In December 2022, APEI made prepayments totaling $ 65.0 million on the Term Loan. With this prepayment, APEI is not required to make quarterly principal payments on the Term Loan until payment of the outstanding principal amount at maturity in September 2027. The Credit Agreement contains customary affirmative and negative covenants, including limitations on APEI’s and its subsidiaries’ abilities, among other things, to incur additional debt, grant or permit additional liens, make investments and acquisitions, merge or consolidate with others, dispose of assets, pay dividends and distributions, and enter into affiliate transactions, in each case, subject to certain exceptions, as well as customary representations, warranties, events of default, and remedies upon default, including acceleration and rights to foreclose on the collateral securing the Facilities. In addition, the Credit Agreement contains a financial covenant that requires APEI to maintain a Total Net Leverage Ratio of no greater than 2.0 to 1.0. As of September 30, 2023, APEI was in compliance with all debt covenants. For additional information on certain restrictions placed on the Company’s indebtedness pursuant to the terms of the Company’s Series A Senior Preferred Stock, please refer to “Note 12. Preferred Stock” in these Consolidated Financial Statements. Long-term debt consists of the following as of September 30, 2023 and December 31, 2022 (in thousands): As of September 30, 2023 As of December 31, 2022 (Unaudited) Credit agreement $ 99,063 $ 99,063 Deferred financing fees ( 4,747 ) ( 5,912 ) Total debt 94,316 93,151 Less: Current portion — — Long-Term Debt $ 94,316 $ 93,151 Scheduled maturities of long-term debt at September 30, 2023 are as follows (in thousands): Maturities of Long-Term Debt (Unaudited) Loan Payments 2027 $ 99,063 Total $ 99,063 23 Derivatives and Hedging The Company is subject to interest rate risk, including because all outstanding borrowings under the Credit Agreement are subject to a variable rate of interest. On September 30, 2021, the Company entered into an interest rate cap agreement to manage its exposure to the variable rate of interest with a total notional value of $ 87.5 million. This interest rate cap agreement, designated as a cash flow hedge, provided the Company with interest rate protection in the event LIBOR exceeded 2.0 %. The interest rate cap was effective October 1, 2021, and was scheduled to expire on January 1, 2025. In connection with cessation of publication of LIBOR, the Company terminated its existing interest rate cap agreement and entered into a new interest rate cap agreement that transitioned the benchmark rate to Term SOFR effective June 30, 2023. The new interest rate cap agreement is structured in a way that there is no change in the value to the Company and provides the Company with interest rate protection in the event that the Term SOFR rate exceeds 1.78 %. The new interest rate cap agreement will expire on December 31, 2024. Changes in the fair value of the interest rate cap designated as a hedging instrument that effectively offset the variability of cash flows associated with the Company’s variable-rate long-term debt obligations are reported in accumulated other comprehensive income. These amounts subsequently are reclassified into interest expense as a yield adjustment of the hedged interest payments in the same period in which the related interest affects earnings. As of September 30, 2023 and December 31, 2022, the fair value of the interest rate cap totaled $ 3.7 million and $ 4.5 million, respectively, and was recorded in Other assets, net on the Consolidated Balance Sheets. The unrealized gain for the three and nine months ended September 30, 2023, of $ 0.3 million and $ 1.3 million, respectively, net of taxes, is included in accumulated other comprehensive income. During the three and nine months ended September 30, 2023, the Company reclassified $ 0.8 million and $ 2.1 million, respectively, from other comprehensive income to interest expense. During the three and nine months ended September 30, 2022, the Company reclassified $ 0.1 million from other comprehensive income to interest expense. The Company estimates that approximately $ 1.1 million will be reclassified from accumulated other comprehensive income into interest expense during the next twelve months. Note 9. Segment Information The Company has three reportable segments: the APUS Segment, the RU Segment, and the HCN Segment. GSUSA does not meet the quantitative thresholds to qualify as a reportable segment and does not have other requisite characteristics as a reportable segment, therefore, its operational activities are presented below within “Corporate and Other.” Adjustments to reconcile segment results to the Consolidated Financial Statements, including unallocated corporate activity and eliminations, are also included in “Corporate and Other.” In accordance with FASB ASC 280, Segment Reporting , the chief operating decision-maker has been identified as the Company’s Chief Executive Officer. The Company’s Chief Executive Officer reviews operating results to make decisions about allocating resources and assessing performance for the APUS, RU, and HCN Segments. A summary of financial information by reportable segment is as follows (in thousands): 24 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (Unaudited) (Unaudited) Revenue: APUS Segment $ 76,406 $ 68,735 $ 223,941 $ 211,729 RU Segment 52,073 61,548 161,511 192,538 HCN Segment 13,741 11,409 41,147 34,436 Corporate and Other 8,618 7,843 21,142 15,187 Total Revenue $ 150,838 $ 149,535 $ 447,741 $ 453,890 Depreciation and amortization: APUS Segment $ 1,316 $ 1,573 $ 4,007 $ 4,860 RU Segment 5,229 6,015 17,351 18,254 HCN Segment 314 248 927 693 Corporate and Other 167 146 450 442 Total Depreciation and amortization $ 7,026 $ 7,982 $ 22,735 $ 24,249 Income (loss) from operations before interest and income taxes: APUS Segment $ 21,948 $ 12,532 $ 57,963 $ 39,338 RU Segment ( 10,570 ) ( 7,900 ) ( 100,708 ) ( 153,562 ) HCN Segment ( 641 ) ( 1,392 ) ( 2,179 ) ( 3,017 ) Corporate and Other ( 4,337 ) ( 4,266 ) ( 19,314 ) $ ( 19,845 ) Total income (loss) from operations before interest and income taxes $ 6,400 $ ( 1,026 ) $ ( 64,238 ) $ ( 137,086 ) Interest income (expense): APUS Segment $ 728 $ 69 $ 1,557 $ 146 RU Segment 10 30 11 38 HCN Segment 26 5 68 10 Corporate and Other ( 1,556 ) ( 3,698 ) ( 5,304 ) $ ( 10,533 ) Total Interest expense, net $ ( 792 ) $ ( 3,594 ) $ ( 3,668 ) $ ( 10,339 ) Income tax expense (benefit): APUS Segment $ 5,969 $ ( 3,557 ) $ 15,689 $ 11,628 RU Segment ( 635 ) ( 2,183 ) ( 22,813 ) ( 38,564 ) HCN Segment ( 271 ) 66 ( 456 ) ( 816 ) Corporate and Other ( 1,351 ) 4,814 ( 5,259 ) ( 7,400 ) Total Income tax expense (benefit) $ 3,712 $ ( 860 ) $ ( 12,839 ) $ ( 35,152 ) Capital expenditures: APUS Segment $ 1,243 $ 811 $ 2,892 $ 2,209 RU Segment 214 1,942 3,499 6,860 HCN Segment 331 776 1,363 1,666 Corporate and Other 1,164 67 1,751 170 Total Capital Expenditures $ 2,952 $ 3,596 $ 9,505 $ 10,905 A summary of the Company’s consolidated assets by reportable segment is as follows (in thousands): 25 As of September 30, 2023 As of December 31, 2022 (Unaudited) Assets: APUS Segment $ 93,918 $ 113,551 RU Segment 220,819 300,625 HCN Segment 59,491 59,820 Corporate and Other 181,043 141,060 Total Assets $ 555,271 $ 615,056 Note 10. Commitments and Contingencies The Company accrues for costs associated with contingencies, including, but not limited to, regulatory compliance and legal matters, when such costs are probable and can be reasonably estimated. Liabilities established to provide for contingencies are adjusted as further information develops, circumstances change, or contingencies are resolved. The Company bases these accruals on management’s estimate of such costs, which may vary from the ultimate costs and expenses, associated with any such contingency. From time to time, the Company is involved in legal matters in the normal course of its business. Note 11. Concentration The Company’s students utilize various payment sources and programs to finance their education expenses, including funds from: the U.S. Department of Defense, or DoD, tuition assistance programs, or TA; education benefit programs administered by the U.S. Department of Veterans Affairs, or VA; federal student aid from Title IV programs; and cash and other sources. A summary of APUS Segment revenue derived from students by primary funding source is as follows: Three Months Ended September 30, Nine Months Ended September 30, (Unaudited) (Unaudited) 2023 2022 2023 2022 DoD tuition assistance programs 46 % 45 % 47 % 46 % VA education benefits 23 % 22 % 22 % 21 % Title IV programs 18 % 19 % 17 % 19 % Cash and other sources 13 % 14 % 14 % 14 % A summary of RU Segment revenue derived from students by primary funding source is as follows: Three Months Ended September 30, Nine Months Ended September 30, (Unaudited) (Unaudited) 2023 2022 2023 2022 Title IV programs 76 % 74 % 75 % 74 % Cash and other sources 22 % 24 % 23 % 24 % VA education benefits 2 % 2 % 2 % 2 % A summary of HCN Segment revenue derived from students by primary funding source is as follows: Three Months Ended September 30, Nine Months Ended September 30, (Unaudited) (Unaudited) 2023 2022 2023 2022 Title IV programs 79 % 80 % 79 % 80 % Cash and other sources 20 % 18 % 20 % 18 % VA education benefits 1 % 2 % 1 % 2 % Note 12. Preferred Stock On December 28, 2022, APEI issued $ 40 million of the Series A Senior Preferred Stock, $ 0.01 par value per share, to affiliates of existing common stockholders of the Company. The Series A Senior Preferred Stock has cumulative dividends that accrue daily at the initial annual rate, which is equal to SOFR (selected by the Company for each divided period), plus 10.00 %, or an initial rate of 14.55 % for the first dividend period, a three-month dividend period. On the 30-month anniversary of issuance, the dividend rate spread shall increase by 2.00 % per annum and shall increase by 0.50 % per annum at the beginning of each full fiscal quarter thereafter. The dividend rate spread increases 6.00 % in the event of default, a change of control, or other non-compliance as noted in the related Certificate of Designation and the purchase agreement for the shares of Series A Senior Preferred Stock, or the Purchase Agreement. Other than an increase in the dividend rate spread relating to default, in no event will the dividend rate spread exceed SOFR plus 25.00 %. As of September 30, 2023, the dividend rate was 15.39 % based on a three-month dividend period. Dividend periods will be monthly, every three months or every six months, at the Company’s option, and the Company currently anticipates using a three-month period. Dividends will be paid, after declaration by the Company’s Board of Directors, for each dividend period. If the Company selects a six-month dividend period, an interim dividend payment will be required for each three-month period therein. During the three and nine months ended September 30, 2023, $ 1.5 million and $ 4.5 million, respectively, of dividends were declared and paid on the Series A Senior Preferred Stock. The Series A Senior Preferred Stock has no stated maturity, is not convertible, is not subject to any mandatory redemption, sinking fund or other similar provisions, and will remain outstanding unless redeemed at the Company’s option. The Company has the right to redeem the Series A Senior Preferred Stock pro rata in whole or in part at the price per share equal to the liquidation preference, or the Liquidation Preference, plus any applicable early premium amount noted in the Certificate of Designation and Purchase Agreement. The Liquidation Preference of $ 57.2 million and $ 62.2 million as of September 30, 2023 and December 31, 2022, respectively, is based on the occurrence of a liquidation event, which is also considered an event of default as defined in the Certificate of Designation. The Liquidation Preference includes an early redemption premium amount and a make-whole payment for any redemption of the securities prior to June 30, 2025. As of September 30, 2023 and December 31, 2022, the make-whole payment included in the Liquidation Preference was $ 14.2 million and $ 19.3 million, respectively. The make-whole payment included in the Liquidation Preference will be reduced quarterly until June 30, 2025, at which time it will be eliminated. Events of default trigger an increase of the dividend rate spread of 6.00 % and an early premium amount, as defined in the Certificate of Designation. The following table lists the components of the liquidation preference for the periods presented below (in thousands): As of September 30, 2023 As of December 31, 2022 (Unaudited) Series A Senior Preferred Stock (plus accrued and unpaid dividends) $ 40,072 $ 40,069 Make whole payment 14,163 19,251 Early redemption premium 2,915 2,915 Liquidation Preference $ 57,150 $ 62,235 The Series A Senior Preferred Stock has no voting rights for directors or otherwise, except as required by law or with respect to certain protective provisions. Without the consent of at least 60 % of the then outstanding shares of Series A Senior Preferred Stock, with certain exceptions, the Company may not, among other things, (i) incur any indebtedness if such incurrence would cause the Company’s Total Net Leverage Ratio (as defined in the Purchase Agreement) to exceed 0.75 :1, (ii) issue any capital stock senior to or pari passu with the Series A Senior Preferred Stock, (iii) declare or pay any cash dividends on the Company’s common stock, or (iv) repurchase more than an aggregate of $ 30 million of the Company’s common stock. 26