[144] Babcock & Wilcox Enterprises, Inc. 8.125% Senior Notes due 2026 SEC Filing

Rhea-AI Filing Summary

Q2 2025 snapshot (Perdoceo Education – PRDO):

• Revenue surged 25.7 % YoY to $209.6 m, aided by the Dec-24 USAHS acquisition (18 % of quarterly sales) and continued growth at legacy units.
• Operating income climbed 11.7 % to $51.4 m; net income up 6.8 % to $41.0 m, delivering diluted EPS of $0.62 versus $0.57.
• YTD revenue $422.6 m (+26 %), net income $84.7 m (+8.8 %). Operating cash flow strengthened to $143.9 m (+55 %).
• Cash, equivalents & short-term investments reached $659.6 m after $46.1 m of buybacks (1.6 m shares) and $17.7 m in dividends; only $1 m remained under the prior $50 m authorization, but a new $75 m program was approved 7/31/25.
• Segment mix: CTU 56 % of revenue, AIUS 26 %, USAHS 18 % (-$2.0 m YTD operating loss during integration).
• Gross deferred revenue rose to $113.6 m, reflecting higher billing and enrollment; allowance for credit losses stable at $42.3 m.
• Balance sheet still debt-light; a $56.8 m failed sale-leaseback created a financing liability. Total cash plus investments exceed all liabilities by ~$675 m.
• Effective tax rate eased to 27.0 % (benefit from stock-comp and reserve releases).
• Regulatory/legal: DOJ False Claims Act suit and new CID remain unresolved; litigation reserve $1.5 m.

Takeaway: Solid top-line growth and cash generation offset margin dilution from USAHS and higher depreciation. Ample liquidity supports continued buybacks and dividends, while integration execution and regulatory outcomes are key watch items.

Positive

• Revenue growth 25.7 % YoY driven by both organic enrollment and USAHS acquisition.
• Net income up 6.8 % and diluted EPS $0.62, marking the fifth straight quarterly EPS increase.
• Operating cash flow $143.9 m exceeds net income, boosting liquidity to $659.6 m.
• Board authorized new $75 m share-repurchase program after nearly exhausting prior plan.
• Minimal long-term debt; cash and investments comfortably cover all liabilities.

Negative

• Operating expenses up 31 % YoY, compressing operating margin from 27.6 % to 24.5 %.
• USAHS posted a $2.0 m YTD operating loss, indicating integration/margin risks.
• $56.8 m failed sale-leaseback liability adds fixed financing cost through 2050.
• Ongoing DOJ False Claims Act litigation and new CID could lead to material penalties or Title IV restrictions.
• Bad-debt expense rose to $13.0 m YTD, reflecting higher credit-loss provisioning.

Insights

Financial Analyst

TL;DR – Revenue beats and cash builds; margins tighten, but capital return intact.

Perdoceo posted double-digit revenue and EPS gains despite elevated expenses tied to the USAHS acquisition. Free cash flow conversion remains robust (OCF > net income), and $660 m of liquid assets provides exceptional balance-sheet optionality. Share count fell 1 % YTD and a fresh $75 m authorization signals confidence. Key positives include 26 % YTD revenue growth, 19.6 % net margin and minimal leverage. Offsets are higher depreciation (+230 %) and integration drag that pushed USAHS into a modest loss. Valuation catalysts rest on successful USAHS margin expansion and resolution of DOJ matters. Overall impact viewed as moderately positive for equity holders.

Regulatory & Risk Analyst

TL;DR – Strong finances, but legal clouds and sale-leaseback liability temper outlook.

The filing flags persistent regulatory exposure: an active False Claims Act suit and a fresh DOJ CID probing admissions pay and Fast Track credits. Historical precedents indicate settlements can reach eight-figure sums and impose operating restrictions. Litigation reserve is only $1.5 m, suggesting potential under-provisioning. The failed sale-leaseback adds $56.8 m of financing obligations plus interest, marginally increasing fixed-cost leverage. Bad-debt expense also ticked up 8 %. While liquidity is ample, unresolved probes could curtail future cash deployment and affect Title IV eligibility. I classify the disclosure as medium-risk, counter-balancing otherwise healthy fundamentals.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Charles Schwab & Co., Inc. 3000 Schwab Way Westlake TX 76262	2551	2364.00	98404024	07/31/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/28/2025	Restricted Stock Lapse	Babcock & Wilcox Enterprises, Inc.			2551	07/28/2025	Equity Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How did PRDO's revenue perform in Q2 2025?

Revenue rose 25.7 % year-over-year to $209.6 million, aided by the USAHS acquisition.

What was Perdoceo's diluted EPS for the quarter?

Diluted EPS increased to $0.62, up from $0.57 in Q2 2024.

How much cash and short-term investments does PRDO have?

As of June 30 2025 the company held $659.6 million in cash, equivalents and short-term investments.

What is the status of share repurchases?

PRDO bought back 1.6 million shares for $46.1 m YTD; a new $75 m authorization begins 7/31/25.

Are there any significant legal or regulatory issues disclosed?

Yes. A False Claims Act suit and a new DOJ Civil Investigative Demand remain open; no loss estimate has been recorded beyond a $1.5 m legal reserve.