[10-Q] PERDOCEO EDUCATION Corp Quarterly Earnings Report
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark one)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report: N/A
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company, as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No
Number of shares of registrant’s common stock, par value $0.01, outstanding as of May 1, 2026:
PERDOCEO EDUCATION CORPORATION
FORM 10-Q
TABLE OF CONTENTS
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Page |
PART I—FINANCIAL INFORMATION |
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Item 1. |
Financial Statements |
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Condensed Consolidated Balance Sheets |
1 |
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Condensed Consolidated Statements of Income (Unaudited) |
2 |
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Condensed Consolidated Statements of Comprehensive Income (Unaudited) |
2 |
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Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) |
3 |
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Condensed Consolidated Statements of Cash Flows (Unaudited) |
4 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
5 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
16 |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
24 |
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Item 4. |
Controls and Procedures |
24 |
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PART II—OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
26 |
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Item 1A. |
Risk Factors |
26 |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
26 |
Item 5. |
Other Information |
26 |
Item 6. |
Exhibits |
26 |
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SIGNATURES |
28 |
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PERDOCEO EDUCATION CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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March 31, |
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December 31, |
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(In Thousands, Except Share and Per Share Amounts) |
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2026 |
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2025 |
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ASSETS |
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(unaudited) |
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CURRENT ASSETS: |
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Cash and cash equivalents, unrestricted |
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$ |
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$ |
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Restricted cash |
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Total cash, cash equivalents and restricted cash |
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Short-term investments |
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Total cash and cash equivalents, restricted cash and short-term investments |
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Student receivables, gross |
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Allowance for credit losses |
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Student receivables, net |
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Receivables, other |
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Prepaid expenses |
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Inventories |
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Other current assets |
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Total current assets |
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NON-CURRENT ASSETS: |
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Property and equipment, net of accumulated depreciation of $ |
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Right of use asset, net - operating |
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Right of use asset, net - finance |
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Goodwill |
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Intangible assets, net of amortization of $ |
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Student receivables, gross |
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Allowance for credit losses |
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Student receivables, net |
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Deferred income tax assets, net |
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Other assets |
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TOTAL ASSETS |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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CURRENT LIABILITIES: |
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Lease liability-operating |
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$ |
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$ |
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Lease liability-finance |
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Accounts payable |
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Accrued expenses: |
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Payroll and related benefits |
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Advertising and marketing costs |
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Income taxes |
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Other |
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Deferred revenue |
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Total current liabilities |
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NON-CURRENT LIABILITIES: |
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Lease liability-operating |
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Lease liability-finance |
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Sale lease-back financing |
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Other liabilities |
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Total non-current liabilities |
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(Note 8) |
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STOCKHOLDERS' EQUITY: |
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stock, $ |
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- |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated other comprehensive (loss) income |
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Retained earnings |
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Treasury stock, at cost; |
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Total stockholders' equity |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
1
PERDOCEO EDUCATION CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
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For the Quarter Ended March 31, |
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(In Thousands, Except Per Share Amounts) |
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2026 |
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2025 |
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REVENUE: |
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Tuition and fees, net |
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$ |
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$ |
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Other |
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Total revenue |
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OPERATING EXPENSES: |
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Educational services and facilities |
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General and administrative |
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Depreciation and amortization |
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Total operating expenses |
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Operating income |
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OTHER INCOME: |
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Interest income |
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Interest expense |
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Miscellaneous expense |
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Total other income |
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PRETAX INCOME |
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Provision for income taxes |
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NET INCOME |
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NET INCOME PER SHARE - BASIC: |
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$ |
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$ |
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NET INCOME PER SHARE - DILUTED: |
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$ |
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$ |
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WEIGHTED AVERAGE SHARES OUTSTANDING: |
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Basic |
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Diluted |
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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
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For the Quarter Ended March 31, |
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(In Thousands) |
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2026 |
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2025 |
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NET INCOME |
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$ |
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$ |
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OTHER COMPREHENSIVE (LOSS) INCOME, net of tax: |
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Unrealized (loss) gain on investments |
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Total other comprehensive (loss) income |
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COMPREHENSIVE INCOME |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
PERDOCEO EDUCATION CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
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Common Stock |
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Treasury Stock |
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Accumulated Other |
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(In Thousands) |
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Issued Shares |
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$0.01 Par |
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Purchased Shares |
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Cost |
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Additional Paid-in Capital |
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Comprehensive (Loss) Income |
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Retained Earnings |
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Total |
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BALANCE, January 1, 2026 |
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$ |
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( |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
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- |
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- |
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- |
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- |
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- |
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- |
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Unrealized loss on investments, net of tax |
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- |
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- |
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- |
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- |
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- |
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( |
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- |
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Dividends to shareholders, per share $ |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
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( |
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Treasury stock purchased |
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- |
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- |
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( |
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( |
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- |
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- |
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- |
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( |
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Share-based compensation expense |
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- |
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- |
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- |
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- |
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- |
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- |
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Common stock issued |
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( |
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- |
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- |
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( |
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BALANCE, March 31, 2026 |
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$ |
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( |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Common Stock |
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Treasury Stock |
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Accumulated Other |
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(In Thousands) |
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Issued Shares |
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$0.01 Par |
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Purchased Shares |
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Cost |
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Additional Paid-in Capital |
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Comprehensive Income |
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Retained Earnings |
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Total |
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BALANCE, January 1, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
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- |
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- |
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- |
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- |
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- |
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- |
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Unrealized gain on investments, net of tax |
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- |
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- |
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- |
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- |
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- |
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- |
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Dividends to shareholders, per share $ |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
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( |
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Treasury stock purchased |
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- |
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- |
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( |
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( |
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- |
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- |
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- |
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( |
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Earnout payments for business acquisition |
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- |
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- |
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- |
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- |
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- |
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Share-based compensation expense |
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- |
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- |
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- |
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- |
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- |
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- |
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Common stock issued |
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( |
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- |
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- |
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BALANCE, March 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
PERDOCEO EDUCATION CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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For the Quarter Ended March 31, |
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(In Thousands) |
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2026 |
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2025 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net |
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cash provided by operating activities: |
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Depreciation and amortization expense |
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Bad debt expense |
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Compensation expense related to share-based awards |
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Changes in operating assets and liabilities |
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Net cash provided by operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Purchases of available-for-sale investments |
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Sales of available-for-sale investments |
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Purchases of property and equipment |
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( |
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Net cash (used in) provided by investing activities |
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( |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Issuance of common stock |
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Purchase of treasury stock |
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( |
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( |
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Payments of employee tax associated with stock compensation |
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( |
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( |
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Payments of cash dividends and dividend equivalents |
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( |
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( |
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Earnout payments for business acquisition |
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- |
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( |
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Principal payments for finance lease |
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( |
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( |
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Principal payments for failed sale leaseback |
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- |
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( |
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Net cash used in financing activities |
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( |
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( |
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NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH |
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CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of the period |
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CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of the period |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
PERDOCEO EDUCATION CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF THE COMPANY
Perdoceo’s accredited academic institutions offer a quality postsecondary education to a diverse student population, with fully online, campus-based and hybrid learning programs. The Company’s academic institutions – Colorado Technical University (“CTU”), the American InterContinental University System (“AIUS” or “AIU System”) and University of St. Augustine for Health Sciences ("USAHS") – provide degree programs from the associate through doctoral level as well as non-degree seeking and professional development programs. Our academic institutions offer students industry-relevant and career-focused academic programs that are designed to meet the educational needs of today’s busy adults. CTU and AIUS continue to show innovation in higher education, advancing personalized learning technologies like their intellipath® learning platform and using data analytics and technology to serve and educate students while enhancing overall learning and academic experiences. USAHS prepares medical professionals to provide quality medical care to communities across the country primarily through its graduate health sciences degree offerings in physical therapy, occupational therapy, speech language therapy and nursing, as well as continuing education programs. Perdoceo's academic institutions are committed to providing quality education that closes the gap between learners who seek to advance their careers and employers and communities needing a qualified workforce.
As used in this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” “the Company,” “Perdoceo” and “PEC” refer to Perdoceo Education Corporation and our wholly-owned subsidiaries.
2. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP") for interim financial information and with the rules and regulations for reporting the Quarterly Report on Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The condensed consolidated balance sheet at December 31, 2025 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete audited financial statements. This report should be read in conjunction with our Form 10-K for the year ended December 31, 2025 filed on February 19, 2026. In our opinion, these financial statements include all normal and recurring adjustments necessary for a fair presentation.
Operating results for the quarter ended March 31, 2026 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026.
The unaudited condensed consolidated financial statements presented herein include the accounts of Perdoceo Education Corporation and our wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated.
Our reporting segments are determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280 – Segment Reporting and are based upon how the Company analyzes performance and makes decisions. Each segment represents a postsecondary education provider that offers a variety of academic programs. We organize our business across
3. RECENT ACCOUNTING PRONOUNCEMENTS
Recent accounting guidance adopted in 2026
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this ASU provide all public business entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. For all public business entities, ASU 2025-05 is effective for annual periods and interim periods beginning after December 15, 2025; early adoption is permitted. We have evaluated and adopted this guidance. The adoption did not significantly impact the presentation of our financial condition, results of operations and other disclosures.
Recent accounting guidance not yet adopted
In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this ASU are intended to improve the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods, including methods that entities may use to develop software in the future. The amendments require that an entity capitalize software costs when both management has authorized and committed to funding the software project
5
and it is probable that the project will be completed and the software will be used to perform the function intended. For all public business entities, ASU 2025-06 is effective for annual periods and interim periods beginning after December 15, 2027; early adoption is permitted. We are currently evaluating this guidance and believe the adoption will not significantly impact the presentation of our financial condition, results of operations and other disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this ASU require public business entities to disclose specific costs and expenses in the notes to financial statements for both interim and annual reporting periods. Key requirements include: 1) disclosing amounts for purchases of inventory, employee compensation, depreciation, and intangible asset amortization in relevant expense categories on the income statement; 2) combining certain disclosures already required under GAAP with new disaggregation requirements; 3) providing a qualitative description of remaining amounts in relevant expense captions that aren't disaggregated quantitatively; and 4) disclosing total selling expenses, with a definition of selling expenses in annual reports. For all public business entities, ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027; early adoption is permitted. We are currently evaluating this guidance and believe the adoption will not significantly impact the presentation of our financial condition, results of operations and other disclosures.
4. FINANCIAL INSTRUMENTS
Investments consist of the following as of March 31, 2026 and December 31, 2025 (dollars in thousands):
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March 31, 2026 |
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Gross Unrealized |
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Cost |
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Gain |
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(Loss) |
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Fair Value |
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Short-term investments (available-for-sale): |
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Non-governmental debt securities |
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$ |
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$ |
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$ |
( |
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$ |
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Treasury and federal agencies |
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( |
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Total short-term investments (available-for-sale) |
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$ |
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$ |
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$ |
( |
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$ |
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December 31, 2025 |
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Gross Unrealized |
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Cost |
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Gain |
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(Loss) |
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Fair Value |
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Short-term investments (available-for-sale): |
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Non-governmental debt securities |
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$ |
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$ |
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$ |
( |
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$ |
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Treasury and federal agencies |
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( |
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Total short-term investments (available-for-sale) |
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$ |
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$ |
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$ |
( |
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$ |
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In the table above, unrealized holding gains (losses) relate to short-term investments that have been in a continuous unrealized gain (loss) position for less than
Our non-governmental debt securities primarily consist of corporate bonds, certificates of deposit and commercial paper. Our treasury and federal agencies debt securities primarily consist of U.S. Treasury bills and federal home loan debt securities.
There were
Fair Value Measurements
FASB ASC Topic 820 – Fair Value Measurement establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.
As of March 31, 2026, we held short-term investments that are required to be measured at fair value on a recurring basis. These investments (available-for-sale) consist of non-governmental debt securities and treasury and federal agencies securities. Available-for-sale securities included in Level 2 are estimated based on observable inputs other than quoted prices in active markets for identical assets and liabilities, such as quoted prices for identical or similar assets or liabilities in inactive markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Financial instruments measured at fair value on a recurring basis subject to the disclosure requirements of FASB ASC Topic 820 - Fair Value Measurements at March 31, 2026 and December 31, 2025 were as follows (dollars in thousands):
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As of March 31, 2026 |
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Level 1 |
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Level 2 |
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Total |
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Cash and cash equivalents - money market funds |
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$ |
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$ |
- |
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$ |
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Short-term investments - non-governmental debt securities |
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- |
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Short-term investments - treasury and federal agencies |
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- |
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Totals |
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$ |
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$ |
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$ |
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As of December 31, 2025 |
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Level 1 |
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Level 2 |
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Total |
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Cash and cash equivalents - money market funds |
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$ |
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$ |
- |
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$ |
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Short-term investments - non-governmental debt securities |
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- |
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Short-term investments - treasury and federal agencies |
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- |
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Totals |
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$ |
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$ |
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$ |
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5. REVENUE RECOGNITION
Disaggregation of Revenue
The following tables disaggregate our revenue by major source for the quarters ended March 31, 2026 and 2025 (dollars in thousands):
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For the Quarter Ended March 31, 2026 |
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For the Quarter Ended March 31, 2025 |
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CTU |
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AIUS |
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USAHS |
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Corporate and Other |
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Total |
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CTU |
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AIUS |
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USAHS |
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Corporate and Other |
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Total |
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Tuition and fees, net (1) |
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$ |
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$ |
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$ |
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$ |
- |
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$ |
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$ |
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$ |
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$ |
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$ |
- |
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$ |
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Other revenue (2) |
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- |
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Total revenue |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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__________________
Performance Obligations
Our revenue, which is derived primarily from academic programs taught to students who attend our universities, is generally segregated into two categories: (1) tuition and fees, and (2) other. Tuition and fees represent costs to our students for educational services provided by our universities and are reflected net of scholarships and tuition discounts. Our universities charge tuition and fees at varying amounts and bill students a single charge that covers tuition, certain fees and required program materials, such as textbooks and supplies, which we treat as a single performance obligation. Generally, we bill student tuition at the beginning of each academic term for our degree programs and recognize the tuition as revenue on a straight-line basis over the academic term. As part of a student’s course of instruction, certain fees, such as technology fees and graduation fees, are billed separately to students. These fees are generally earned over the applicable term and are not considered separate performance obligations.
Contract Assets
For each term, the portion of tuition and fee payments received from students but not yet earned is recorded as deferred revenue and reported as a current liability on our condensed consolidated balance sheets, as we expect to earn these revenues within the next year. A contract asset is recorded for each student for the current term for which they are enrolled for the amount charged for the current term that has not yet been received as payment and to which we do not have the unconditional right to receive payment because the student has not reached the point in the student’s current academic term at which the amount billed is no longer refundable to the student. On a student-by-student basis, the contract asset is offset against the deferred revenue balance for the current term and the net deferred revenue balance is reflected within current liabilities on our condensed consolidated balance sheets. For certain of our
7
institutions, students are billed as they enroll in courses, including courses related to future periods. Any billings for future periods would meet the definition of a contract asset as we do not have the unconditional right to receive payment as the course has not yet started. Contract assets related to future periods are offset against the respective deferred revenue associated with the future period.
Due to the short-term nature of our academic terms, the contract asset balance which exists at the beginning of each quarter will no longer be a contract asset at the end of that quarter, with the exception of the contract assets associated with billings for future periods. The decrease in contract asset balances are a result of one of the following: it becomes a student receivable balance once a student reaches the point in a student’s academic term where the amount billed is no longer refundable to the student; a refund is made to withdrawn students for the portion entitled to be refunded under each institutions’ refund policy; we receive funds to apply against the contract asset balance; or a student makes a change to the number of classes they are enrolled in which may cause an adjustment to their previously billed amount. As of the end of each quarter, a new contract asset is determined on a student-by-student basis based on the most recently started term and a student’s progress within that term as compared to the date at which the student is no longer entitled to a refund under each institution’s refund policy. Contract assets associated with billings for future periods remain as contract assets until the course begins and the student reaches the point in that course that they are no longer entitled to a refund.
The amount of deferred revenue balances which are being offset with contract asset balances as of March 31, 2026 and December 31, 2025 were as follows (dollars in thousands):
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As of |
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March 31, 2026 |
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December 31, 2025 |
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Gross deferred revenue |
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$ |
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$ |
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Gross contract assets |
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( |
) |
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( |
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Deferred revenue, net |
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$ |
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$ |
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Deferred Revenue
Changes in our deferred revenue balances for the quarters ended March 31, 2026 and 2025 were as follows (dollars in thousands):
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For the Quarter Ended March 31, 2026 |
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For the Quarter Ended March 31, 2025 |
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CTU |
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AIUS |
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USAHS |
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Total |
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CTU |
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AIUS |
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USAHS |
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Total |
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Gross deferred revenue, January 1 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Revenue earned from prior balances |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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( |
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( |
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( |
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Billings during period(1) |
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Revenue earned for new billings during the period |
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( |
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( |
) |
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( |
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( |
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( |
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( |
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( |
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( |
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Other adjustments |
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( |
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( |
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( |
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( |
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( |
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Gross deferred revenue, March 31 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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______________
Tuition Refunds
If a student withdraws from one of our academic institutions prior to the completion of the academic term, we refund the portion of tuition and fees already paid that, pursuant to our refund policy and applicable federal and state law and accrediting agency standards, we are not entitled to retain. Generally, the amount to be refunded to a student is calculated based upon the percent of the term attended and the amount of tuition and fees paid by the student as of their withdrawal date. In certain circumstances, we have recognized revenue for students who have withdrawn that we are not entitled to retain. We have estimated a reserve for these limited circumstances based on historical evidence in the amount of $
8
6. STUDENT RECEIVABLES
Student receivables represent funds owed to us in exchange for the educational services provided to a student. Student receivables are reflected net of an allowance for credit losses at the end of the reporting period. Student receivables, net, are reflected on our condensed consolidated balance sheets as components of both current and non-current assets.
Our students pay for their costs through a variety of funding sources, including federal loan and grant programs, institutional payment plans, employer tuition assistance, Veterans’ Administration and other military funding and grants, private and institutional scholarships and cash payments, as well as private loans. Cash receipts from government related sources are typically received during the current academic term. We typically receive funds after the end of an academic term for students who receive employer tuition assistance. Students who have not applied for any type of financial aid or students whose financial aid may not fully cover the cost of their tuition and fees generally set up a payment plan with the institution and make payments on a monthly basis per the terms of the payment plan. For those balances that are not received during the academic term, the balance is typically due within the current academic year which is approximately
Our standard student receivable allowance is based on an estimate of lifetime expected credit losses for student receivables. Our estimation methodology accounts for quantitative and qualitative factors that we believe have an impact on our repayment risk and ability to collect student receivables. Changes in the trends in any of these factors may impact our estimate of the allowance for credit losses. These factors include, but are not limited to: internal repayment history, changes in the current economic, legislative or regulatory environments, internal cash collection forecasts and the ability to complete the federal financial aid process with the student. These factors are monitored and assessed on a regular basis. Overall, our allowance estimation process for student receivables is validated by trend analysis of our collections and write-off experience as well as monitoring any emerging factors that we believe impact the ability to collect our student receivables.
We have student receivables that are due greater than 12 months from the date of our condensed consolidated balance sheets. As of March 31, 2026 and December 31, 2025, the amount of non-current student receivables under payment plans that are longer than 12 months in duration, net of allowance for credit losses, was $
Allowance for Credit Losses
We define student receivables as a portfolio segment under ASC Topic 326 – Financial Instruments – Credit Losses. Changes in our current and non-current allowance for credit losses related to our student receivable portfolio in accordance with the guidance under ASU 2016-13 for the quarters ended March 31, 2026 and 2025 were as follows (dollars in thousands):
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For the Quarter Ended March 31, |
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2026 |
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2025 |
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Balance, beginning of period |
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$ |
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$ |
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Provision for credit losses |
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Amounts written-off |
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( |
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( |
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Recoveries |
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Balance, end of period |
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$ |
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$ |
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Fair Value Measurements
The carrying amount reported in our consolidated balance sheets for the current portion of student receivables approximates fair value because of the nature of these financial instruments as they generally have short maturity periods. It is not practicable to estimate the fair value of the non-current portion of student receivables, since observable market data is not readily available, and no reasonable estimation methodology exists.
7. LEASES
We lease most of our administrative and educational facilities under non-cancelable operating or finance leases expiring at various dates through
We determine if a contract contains a lease when the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. Upon identification and commencement of a lease, we establish a right of use (“ROU”) asset and a lease liability.
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Quantitative information related to leases for the quarters ended March 31, 2026 and 2025 is presented in the following table (dollars in thousands):
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For the Quarter Ended March 31, 2026 |
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For the Quarter Ended March 31, 2025 |
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Lease expenses (1) |
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Operating fixed lease expenses |
$ |
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$ |
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Finance lease amortization expense |
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Finance lease interest expense |
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Variable lease expenses |
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Sublease income (2) |
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( |
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Total lease expenses |
$ |
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$ |
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Supplemental cash flow information (3) |
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Gross operating cash flows for operating leases |
$ |
( |
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$ |
( |
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Gross operating cash flows for finance leases |
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( |
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( |
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Gross financing cash flows for finance leases |
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( |
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( |
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Operating cash flows from subleases |
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As of March 31, 2026 |
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As of March 31, 2025 |
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Weighted average remaining lease term (in months) – operating leases |
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Weighted average remaining lease term (in months) – finance leases |
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Weighted average discount rate – operating leases |
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% |
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% |
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Weighted average discount rate– finance leases |
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% |
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% |
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__________________
Future lease obligation
During the first quarter of 2026, the Company entered into a lease agreement for a new facility for one of its campus locations. The lease is for a term of
Failed Sale-Leaseback
Upon construction commencement of the new St. Augustine campus in April 2023, the Company determined that it was the deemed owner for accounting purposes during the construction period under a build to suit (“BTS”) arrangement due to the extent of the Company’s involvement in the project. Lease commencement began in January 2025 upon substantial completion of the BTS arrangement with a stated lease term of
Upon lease commencement, the Company determined that it did not meet the criteria under ASC 606-10-25-30 to derecognize the asset as the Company retained control of the asset and the risks and rewards of ownership did not transfer to the landlord. As such the transaction is considered a failed sale leaseback and the Company will retain the asset on its condensed consolidated balance sheet and depreciate the asset over its useful life. A financing obligation liability was recognized in the amount of the net proceeds received. The Company will not recognize rent expense related to the leased asset. Instead, monthly rent payments under the lease agreement will be recorded as interest expense and a reduction of the outstanding liability.
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Amortization and interest expense for this failed sale-leaseback was $
Future minimum lease payments for the failed sale-leaseback financing transaction as of March 31, 2026 are as follows:
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Sale Leaseback |
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2026 (1) |
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$ |
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2027 |
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2028 |
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2029 |
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2030 |
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2031 and thereafter |
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Total minimum lease payments |
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$ |
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Less – Amount representing interest |
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( |
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Present value of minimum lease payments |
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Plus - liability remaining at term end representing residual value of asset |
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Failed sale leaseback liability |
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__________________
8. CONTINGENCIES
An accrual for estimated legal fees and settlements of $
We record a liability when we believe that it is both probable that a loss will be incurred and the amount of loss can be reasonably estimated. We evaluate, at least quarterly, developments in our legal matters that could affect the amount of liability that was previously accrued and make adjustments as further information develops, circumstances change or contingencies are resolved. Significant judgment is required to determine both probability and the estimated amount. We may be unable to estimate a possible loss or range of possible loss due to various reasons, including, among others: (1) if the damages sought are indeterminate; (2) if the proceedings are in early stages; (3) if there is uncertainty as to the outcome of pending appeals, motions or settlements; (4) if there are significant factual issues to be determined or resolved; and (5) if there are novel or unsettled legal theories presented. In such instances, there is considerable uncertainty regarding the ultimate resolution of such matters, including estimating a possible eventual loss, if any.
United States of America, ex rel. Fiorisce LLC v. Perdoceo Education Corporation and Colorado Technical University, Inc. On July 19, 2023, we became aware of a complaint originally filed in the U.S. District Court for the District of Colorado on February 25, 2021 and thereafter amended on May 19, 2023 and on May 19, 2025. The original complaint was filed under seal by a former employee of Colorado Technical University through a limited liability company, on behalf of the LLC and the federal government. On July 18, 2023, the district court ordered the complaint unsealed and we were notified that the U.S. Department of Justice ("DOJ") had declined to intervene in the action on February 3, 2023. The Company had previously received a Civil Investigative Demand ("CID") related to this complaint on April 8, 2022 from the DOJ and had been cooperating with the DOJ in its review. After the federal government declined to intervene in this case, the Relator elected to pursue the litigation on behalf of the federal government. If the Relator is successful, it would receive a portion of the federal government’s recovery. The second amended complaint alleges violations of the False Claims Act ("FCA") related to the Company’s compliance with federal financial aid credit hour requirements in connection with its use of its learning management system. Relator claims that defendants’ conduct caused the government to make payments of federal funds to defendants which the government would not have made but for defendants’ alleged violation of the law. Relator seeks treble damages plus civil penalties and attorneys’ fees.
United States of America, ex rel. Aidan K. Peters v. Perdoceo Education Corporation, Colorado Technical University, Inc. and CEC Employee Group, LLC. After cooperating with the DOJ in our response to a CID originally received on September 7, 2024, we learned on November 11, 2025, that the DOJ had declined to intervene in an FCA lawsuit originally filed under seal on November 13, 2023 in the U.S. District Court for the District of Colorado by a former employee of Colorado Technical University on behalf of himself and the federal government. The Relator subsequently elected to pursue the litigation on behalf of the federal government and filed an amended complaint on January 8, 2026. Defendants filed a motion to dismiss the amended complaint on March 16, 2026. If Relator is successful, he would receive a portion of the federal government’s recovery. The amended complaint makes a number of
11
allegations that it claims are violations of the FCA arising from the Company’s compliance with the incentive compensation and misrepresentation requirements for Title IV Programs. Relator claims that defendants’ conduct caused the government to make payments of federal funds to defendants which the government would not have made but for defendants’ alleged violation of the law. The amended complaint also asserts a personal claim by the Relator-Plaintiff under the FCA’s anti-retaliation provision. Under the FCA, if a defendant is found to have violated the FCA, it can be liable to the United States for treble damages and statutory penalties, and it is liable to the Relator for his reasonable attorneys’ fees and expenses. The anti-retaliation provision of the FCA also allow for potential recovery of double-back pay and attorneys’ fees, and other relief.
Because of the many questions of fact and law that may arise, the outcomes of these legal proceedings are uncertain at this point. Based on information available to us at present, we cannot reasonably estimate a range of potential loss, if any, for these actions. Accordingly, we have not recognized any liability associated with these actions.
We receive from time-to-time requests from state attorneys general, federal and state government agencies and accreditors relating to our institutions, to specific complaints they have received from students or former students or to student loan forgiveness claims which seek information about students, our programs, and other matters relating to our activities. These requests can be broad and time-consuming to respond to, and there is a risk that they could expand and/or lead to a formal action or claims of non-compliance. We are subject to a variety of other claims, lawsuits, arbitrations and investigations that arise from time to time out of the conduct of our business, including, but not limited to, matters involving prospective students, students or former students, alleged violations of the Telephone Consumer Protection Act, both individually and on behalf of a putative class, and employment matters. Periodically, matters arise that we consider outside the scope of ordinary routine litigation incidental to our business. While we currently believe that these matters, individually or in aggregate, will not have a material adverse impact on our business, reputation, financial position, cash flows or results of operations, these matters are subject to inherent uncertainties, and management’s view of these matters may change in the future. Were an unfavorable outcome to occur in any one or more of these matters, there exists the possibility of a material adverse impact on our business, reputation, financial position, cash flows or results of operations.
9. INCOME TAXES
The determination of the annual effective tax is based upon a number of significant estimates and judgments, including the estimated annual pretax income in each tax jurisdiction in which we operate and the ongoing development of tax planning strategies during the year. In addition, our provision for income taxes can be impacted by changes in tax rates or laws, the finalization of tax audits and reviews, as well as other factors that cannot be predicted with certainty. As such, there can be significant volatility in interim tax provisions.
The following is a summary of our provision for income taxes and effective tax rate:
|
|
For the Quarter Ended March 31, |
|
|||||
(Dollars in Thousands) |
|
2026 |
|
|
2025 |
|
||
Pretax income from domestic-based operations |
|
$ |
|
|
$ |
|
||
Provision for income taxes |
|
$ |
|
|
$ |
|
||
Effective rate |
|
|
% |
|
|
% |
||
The effective tax rate for the quarter ended March 31, 2026 was benefitted by the tax effect of stock-based compensation and the release of previously recorded tax reserves, which reduced the effective tax rate by
The income tax rate for the quarter ended March 31, 2026 does not take into account the possible future reduction of the liability for unrecognized tax benefits. The impact of a reduction to the liability will be treated as a discrete item in the period the reduction occurs. We recognize interest and penalties related to unrecognized tax benefits in tax expense. As of March 31, 2026, we had accrued $
Our tax returns are routinely examined by federal, state and local tax authorities and these audits are at various stages of completion at any given time. The Company’s federal income tax filings are open to examinations for the tax years ended December 31, 2022 and forward.
10. SHARE-BASED COMPENSATION
Overview
The Perdoceo Education Corporation Amended and Restated 2016 Incentive Compensation Plan (the “2016 Plan”) became effective (as the Career Education Corporation 2016 Incentive Compensation Plan) on May 24, 2016, and the amendment and
12
restatement of the 2016 Plan became effective on June 3, 2021, upon its approval by the Company’s stockholders. Under the 2016 Plan, Perdoceo may grant to eligible participants awards of stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock, performance units, annual incentive awards, and substitute awards, which generally may be settled in cash or shares of our common stock. The vesting of all types of awards is subject to possible acceleration in certain circumstances. If a plan participant terminates employment for any reason other than by death or disability during the vesting period, the right to unvested awards is generally forfeited.
Restricted Stock Units
For each of the quarters ended March 31, 2026 and 2025, the Company granted approximately
Additionally, for the quarters ended March 31, 2026 and 2025, the Company granted approximately
All restricted stock units granted in 2026 and 2025 are to be settled in shares of our common stock.
Share-Based Compensation Expense
Total share-based compensation expense for the quarters ended March 31, 2026 and 2025, was $
As of March 31, 2026, we estimate that total compensation expense of approximately $
11. STOCK REPURCHASE PROGRAM
On January 2, 2026, the Board of Directors of the Company approved a new common stock repurchase program for up to $
The timing of purchases and the number of shares repurchased under the Stock Repurchase Program will depend on a variety of factors including stock price, trading volume and other general market and economic conditions, the Company’s assessment of alternative uses of capital, regulatory requirements and other factors. Any such repurchases shall be in accordance with the terms of Rule 10b-18 promulgated under the Exchange Act (including without limitation “block” purchases as defined pursuant thereto) and shall be made in accordance with all applicable laws and regulations in effect from time to time. The Stock Repurchase Program may be modified, suspended or discontinued at any time in the Company's discretion without prior notice, and does not commit the Company to repurchase shares of its common stock. The actual number and value of the shares to be purchased will be determined by the Company at its discretion and will depend on a number of factors including the performance of the price of the Company's common stock, other market conditions, the availability and economics of alternative investment opportunities and other factors the Company deems appropriate.
During the quarter ended March 31, 2026, we repurchased approximately
As of March 31, 2026, approximately $
12. WEIGHTED AVERAGE COMMON SHARES
Basic net income per share is calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares outstanding assuming dilution. Dilutive common shares outstanding is computed using the Treasury Stock Method and reflects the additional
13
shares that would be outstanding if dilutive stock options were exercised and restricted stock units were settled for common shares during the period.
The weighted average number of common shares used to compute basic and diluted net income per share for the quarters ended March 31, 2026 and 2025 were as follows (shares in thousands):
|
For the Quarter Ended March 31, |
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|||||
|
2026 |
|
|
2025 |
|
||
Basic common shares outstanding |
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Common stock equivalents |
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Diluted common shares outstanding |
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13. SEGMENT REPORTING
Our segments are determined in accordance with FASB ASC Topic 280—Segment Reporting and are based on how the Company's chief operating decision maker ("CODM") evaluates performance and allocates resources. Perdoceo's CODM as defined under ASC Topic 280 is its . Each segment is comprised of an accredited postsecondary education institution that offers a variety of academic programs.
As of March 31, 2026, our
14
Summary financial information by reporting segment is as follows (dollars in thousands):
|
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For the Quarter Ended March 31, |
|
|||||||||||||||||||||
|
|
Revenue |
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Operating Income (Loss) |
|
||||||||||||||||||
|
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2026 |
|
|
% of Total |
|
|
2025 |
|
|
% of Total |
|
|
2026 |
|
|
2025 |
|
||||||
CTU |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
|
$ |
|
|
$ |
|
||||||
AIUS |
|
|
|
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% |
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|
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|
% |
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|
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|
||||||
USAHS |
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% |
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|
|
|
% |
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( |
) |
|||||
Corporate and Other |
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|
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% |
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|
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|
% |
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( |
) |
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( |
) |
||||
Total |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
|
$ |
|
|
$ |
|
||||||
|
|
Total Assets as of (1) |
|
|||||
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
CTU |
|
$ |
|
|
$ |
|
||
AIUS |
|
|
|
|
|
|
||
USAHS |
|
|
|
|
|
|
||
Corporate and Other |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
Significant expense category by reporting segment is as follows (dollars in thousands):
|
|
For the Quarter Ended March 31, |
|
|
|||||||||||||||||||||
Significant expense categories |
|
CTU |
|
|
AIUS |
|
|
USAHS |
|
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|||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
||||||
Academics and student related |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||||
Advertising and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Admissions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Administrative (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Bad debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
All other expenses (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
||||||
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|
||||||
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|
||||||
_________________________
15
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The discussion below and other items in this Quarterly Report on Form 10-Q contain “forward-looking statements,” as defined in Section 21E of the Securities Exchange Act of 1934, as amended, that reflect our current expectations regarding our future growth, results of operations, cash flows, performance and business prospects and opportunities, as well as assumptions made by, and information currently available to, our management. We have tried to identify forward-looking statements by using words such as “anticipate,” “believe,” “expect,” “plan,” “may,” “should,” "will,” “continue to,” “focused on” and similar expressions, but these words are not the exclusive means of identifying forward-looking statements. These statements are based on information currently available to us and are subject to various risks, uncertainties, and other factors, including, but not limited to, those matters discussed in Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2025 that could cause our actual growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities to differ materially from those expressed in, or implied by, these statements. Except as expressly required by the federal securities laws, we undertake no obligation to update such factors or to publicly announce the results of any of the forward-looking statements contained herein to reflect future events, developments, or changed circumstances or for any other reason. Among the factors that could cause actual results to differ materially from those expressed in, or implied by, our forward-looking statements are the following:
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and the notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. The MD&A is intended to help investors understand the results of operations, financial condition and present business environment. The MD&A is organized as follows:
16
OVERVIEW
Perdoceo’s accredited academic institutions offer a quality postsecondary education to a diverse student population, with fully online, campus-based and hybrid learning programs. The Company’s academic institutions – Colorado Technical University (“CTU”), the American InterContinental University System (“AIUS” or “AIU System”) and University of St. Augustine for Health Sciences ("USAHS") – provide degree programs from the associate through doctoral level as well as non-degree seeking and professional development programs. Our academic institutions offer students industry-relevant and career-focused academic programs that are designed to meet the educational needs of today’s busy adults. CTU and AIUS continue to show innovation in higher education, advancing personalized learning technologies like their intellipath® learning platform and using data analytics and technology to serve and educate students while enhancing overall learning and academic experiences. USAHS prepares medical professionals to provide quality medical care to communities across the country primarily through its graduate health sciences degree offerings in physical therapy, occupational therapy, speech language therapy and nursing, as well as continuing education programs. Perdoceo's academic institutions are committed to providing quality education that closes the gap between learners who seek to advance their careers and employers and communities needing a qualified workforce.
Our reporting segments are determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)Topic 280 – Segment Reporting and are based upon how the Company analyzes performance and makes decisions. Each segment represents a postsecondary education provider that offers a variety of academic programs. We organize our business across three reporting segments: CTU, AIUS and USAHS.
Regulatory Environment and Political Uncertainty
As indicated in “Scrutiny of the For-Profit Postsecondary Education Sector” section within Item 1, "Business" in our Annual Report on Form 10-K for the year ended December 31, 2025, the for-profit education industry is scrutinized by various policymakers, regulatory agencies and interest groups. Congressional hearings and roundtable discussions were previously held regarding certain aspects of the education industry, including issues surrounding student debt, as well as publicly reported student outcomes that may be used as part of an institution’s recruiting and admissions practices, and reports were issued that are highly critical of for-profit colleges and universities. Many of the most highly criticized institutions have been closed now for several years.
Recently, in 2025, as part of a broad reconciliation bill, Congress adopted changes to the Title IV program that modified student loan repayment plans, reduced federal student loan availability for graduate programs, adopted a new universal program level earnings premium requirement for Title IV eligibility and modified the borrower defense to repayment framework, among other changes. Additionally, the current Administration has conducted numerous negotiated rulemaking sessions to adopt regulations associated with these changes and also proposes to make changes to the requirements for accreditors and accreditation. We expect to see continuous fluctuations in the types and focus of regulatory requirements imposed on our institutions and programs from state and federal regulators and our institutional and programmatic accreditors.
We encourage you to review Item 1, “Business,” and Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2025 to learn more about our highly regulated industry and related risks and uncertainties.
Note Regarding Non-GAAP measures
We believe it is useful to present non-GAAP financial measures which exclude certain significant and non-cash items as a means to understand the performance of our core business. As a general matter, we use non-GAAP financial measures in conjunction with results presented in accordance with GAAP to help analyze the performance of our core business, assist with preparing the annual operating plan, and measure performance for some forms of compensation. In addition, we believe that non-GAAP financial information is used by analysts and others in the investment community to analyze our historical results and to provide estimates of future performance.
Adjusted operating income and adjusted earnings per diluted share have limitations as an analytical tool, and should not be considered in isolation, or as a substitute for net income, operating income, earnings per diluted share, or any other performance measure derived in accordance with and reported under GAAP or as an alternative to cash flow from operating activities or as a measure of our liquidity.
Non-GAAP financial measures, when viewed in a reconciliation to respective GAAP financial measures, provide an additional way of viewing the Company's results of operations and the factors and trends affecting the Company's business. Non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the respective financial results presented in accordance with GAAP.
2026 First Quarter Overview
During the quarter ended March 31, 2026 ("current quarter"), our academic institutions remained focused on enhancing student experiences and academic outcomes while aligning their academic programs with the current demands of the workforce. We
17
continued to make purposeful investments in marketing and admissions to efficiently serve prospective student interest in our academic institutions.
Total student enrollments increased 1.9% at CTU as compared to the prior year quarter end, supported by strong levels of student retention and engagement, growth within the corporate student program and consistent levels of prospective student interest. Total student enrollments increased 3.1% at USAHS for the current quarter end as compared to the prior year quarter end, driven by growth in the nursing and speech language pathology programs and the introduction of new modalities for the occupational therapy program, as well as underlying student retention and engagement trends. Lastly, for AIUS, total student enrollments decreased 2.2% for the current quarter end as compared to the prior year quarter end, driven by a decrease in total student enrollments at Trident University.
Strategic investments in technology continue to improve student experiences across our academic institutions, while enhancing operating effectiveness within our functional areas. Ongoing artificial intelligence efforts focus on our students and classroom learning, as well as enhancing various operating and functional processes. Faculty, where feasible, are utilizing AI in their classrooms with the goal of enabling students to leverage AI both personally and professionally. We are also selectively leveraging generative artificial intelligence to identify and engage with prospective students who, we believe, are more likely to succeed at one of our academic institutions.
Through our corporate student programs, we provide accredited degree opportunities to employees of our partner organizations, supporting their career advancement while helping corporate partners strengthen employee development and retention. We continue to make strategic investments in technology and talent to expand these programs and enhance academic outcomes across our institutions.
We expect full year adjusted operating income to be higher for 2026 as compared to 2025, supported by revenue growth across all our academic institutions, combined with lower operating expenses due to our disciplined investment philosophy.
Financial Highlights
Revenue for the current quarter increased by 4.1% or $8.7 million as compared to the prior year quarter, driven by increased revenue at all three of our academic institutions. CTU’s revenue increased 4.0% or $4.7 million, and USAHS' revenue increased 9.8% or $3.8 million, for the current quarter as compared to the prior year quarter, driven by the increase in total student enrollments at both academic institutions.
Operating income for the current quarter increased by 22.0% to $63.1 million as compared to operating income of $51.7 million in the prior year quarter, driven by increased operating income within all three of our academic institutions. The increase in operating income for the current quarter was a result of revenue growth and continued disciplined management of operating expenses.
The Company believes it is useful to present non-GAAP financial measures, such as adjusted operating income, which exclude certain non-cash items, as a means to better understand the core performance of its operations. (See tables below for a GAAP to non-GAAP reconciliation.) Adjusted operating income was $72.5 million for the current quarter as compared to $63.5 million for the prior year quarter.
Adjusted operating income and adjusted earnings per diluted share for the quarters ended March 31, 2026 and 2025 is presented below (dollars in thousands, unless otherwise noted):
18
|
|
For the Quarter Ended |
|
|||||
|
|
March 31, |
|
|||||
Adjusted Operating Income |
|
2026 |
|
|
2025 |
|
||
|
|
|
|
|
|
|
||
Operating income |
|
$ |
63,122 |
|
|
$ |
51,727 |
|
Depreciation and amortization |
|
|
9,347 |
|
|
|
11,807 |
|
Adjusted Operating Income |
|
$ |
72,469 |
|
|
$ |
63,534 |
|
|
|
|
|
|
|
|
||
|
|
For the Quarter Ended |
|
|||||
|
|
March 31, |
|
|||||
Adjusted Earnings Per Diluted Share |
|
2026 |
|
|
2025 |
|
||
|
|
|
|
|
|
|
||
Earnings Per Diluted Share |
|
$ |
0.85 |
|
|
$ |
0.65 |
|
Pre-tax adjustments included in operating expenses: |
|
|
|
|
|
|
||
Amortization for acquired intangible assets |
|
|
0.07 |
|
|
|
0.06 |
|
Total pre-tax adjustments |
|
$ |
0.07 |
|
|
$ |
0.06 |
|
Tax effect of adjustments (1) |
|
|
(0.02 |
) |
|
|
(0.01 |
) |
Total adjustments after tax |
|
|
0.05 |
|
|
|
0.05 |
|
Adjusted Earnings Per Diluted Share |
|
$ |
0.90 |
|
|
$ |
0.70 |
|
CONSOLIDATED RESULTS OF OPERATIONS
The summary of selected financial data table below should be referenced in connection with a review of the following discussion of our results of operations for the quarters ended March 31, 2026 and 2025 (dollars in thousands):
|
|
For the Quarter Ended March 31, |
|
|||||||||||||||||
|
|
2026 |
|
|
% of Total Revenue |
|
|
2025 |
|
|
% of Total Revenue |
|
|
2026 vs 2025 % Change |
|
|||||
TOTAL REVENUE |
|
$ |
221,743 |
|
|
|
|
|
$ |
213,004 |
|
|
|
|
|
|
4.1 |
% |
||
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Educational services and facilities (1) |
|
|
47,065 |
|
|
|
21.2 |
% |
|
|
48,542 |
|
|
|
22.8 |
% |
|
|
-3.0 |
% |
General and administrative: (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Advertising and marketing |
|
|
28,316 |
|
|
|
12.8 |
% |
|
|
27,958 |
|
|
|
13.1 |
% |
|
|
1.3 |
% |
Admissions |
|
|
22,482 |
|
|
|
10.1 |
% |
|
|
22,465 |
|
|
|
10.5 |
% |
|
|
0.1 |
% |
Administrative |
|
|
45,666 |
|
|
|
20.6 |
% |
|
|
42,947 |
|
|
|
20.2 |
% |
|
|
6.3 |
% |
Bad debt |
|
|
5,745 |
|
|
|
2.6 |
% |
|
|
7,558 |
|
|
|
3.5 |
% |
|
|
-24.0 |
% |
Total general and administrative expense |
|
|
102,209 |
|
|
|
46.1 |
% |
|
|
100,928 |
|
|
|
47.4 |
% |
|
|
1.3 |
% |
Depreciation and amortization |
|
|
9,347 |
|
|
|
4.2 |
% |
|
|
11,807 |
|
|
|
5.5 |
% |
|
|
-20.8 |
% |
OPERATING INCOME |
|
|
63,122 |
|
|
|
28.5 |
% |
|
|
51,727 |
|
|
|
24.3 |
% |
|
|
22.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
PRETAX INCOME |
|
|
68,130 |
|
|
|
30.7 |
% |
|
|
56,505 |
|
|
|
26.5 |
% |
|
|
20.6 |
% |
PROVISION FOR INCOME TAXES |
|
|
14,179 |
|
|
|
6.4 |
% |
|
|
12,817 |
|
|
|
6.0 |
% |
|
|
10.6 |
% |
Effective tax rate |
|
|
20.8 |
% |
|
|
|
|
|
22.7 |
% |
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
NET INCOME |
|
$ |
53,951 |
|
|
|
24.3 |
% |
|
$ |
43,688 |
|
|
|
20.5 |
% |
|
|
23.5 |
% |
19
Revenue
Revenue for the first quarter of 2026 ("current quarter") increased by 4.1% or $8.7 million as compared to the prior year quarter. The increase was supported by underlying student enrollment growth at our academic institutions.
Educational Services and Facilities Expense (dollars in thousands)
|
|
For the Quarter Ended March 31, |
||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 vs 2025 % Change |
||
Educational services and facilities: |
|
|
|
|
|
|
|
|
||
Academics & student related |
|
$ |
41,000 |
|
|
$ |
42,083 |
|
|
-2.6% |
Occupancy |
|
|
6,065 |
|
|
|
6,459 |
|
|
-6.1% |
Total educational services and facilities |
|
$ |
47,065 |
|
|
$ |
48,542 |
|
|
-3.0% |
The educational services and facilities expense for the current quarter decreased by 3.0% or $1.5 million, compared to the prior year quarter driven by lower academics and student related costs at AIUS, along with reduced occupancy costs as compared to the prior year period.
General and Administrative Expense (dollars in thousands)
|
|
For the Quarter Ended March 31, |
||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 vs 2025 % Change |
||
General and administrative: |
|
|
|
|
|
|
|
|
||
Advertising and marketing |
|
$ |
28,316 |
|
|
$ |
27,958 |
|
|
1.3% |
Admissions |
|
|
22,482 |
|
|
|
22,465 |
|
|
0.1% |
Administrative |
|
|
45,666 |
|
|
|
42,947 |
|
|
6.3% |
Bad debt |
|
|
5,745 |
|
|
|
7,558 |
|
|
-24.0% |
Total general and administrative expense |
|
$ |
102,209 |
|
|
$ |
100,928 |
|
|
1.3% |
The general and administrative expense for the current quarter increased by 1.3% or $1.3 million as compared to the prior year quarter primarily due to higher advertising and marketing and administrative costs, which was only partially offset with reduced bad debt.
Advertising and marketing expense for the current quarter increased by 1.3% or $0.4 million as compared to the prior year quarter. Increased advertising and marketing spending at CTU and AIUS was partially offset by reduced spending at USAHS as compared to the prior year quarter.
Admissions expense for the current quarter remained relatively flat as compared to the prior year quarter. Higher admissions expenses at CTU were fully offset by lower spending at USAHS as compared to the prior year quarter, while expenses at AIUS remained largely unchanged.
The administrative expense for the current quarter increased by 6.3% or $2.7 million as compared to the prior year quarter, driven by increased legal fees.
Bad debt expense incurred by each of our segments during the quarters ended March 31, 2026 and 2025 was as follows (dollars in thousands):
|
|
For the Quarter Ended March 31, |
|
|||||||||||||||||
|
|
2026 |
|
|
% of |
|
|
2025 |
|
|
% of |
|
|
2026 vs 2025 % Change |
|
|||||
Bad debt expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
CTU |
|
$ |
4,618 |
|
|
|
3.8 |
% |
|
$ |
5,874 |
|
|
|
5.1 |
% |
|
|
-21.4 |
% |
AIUS |
|
|
929 |
|
|
|
1.6 |
% |
|
|
1,624 |
|
|
|
2.8 |
% |
|
|
-42.8 |
% |
USAHS |
|
|
199 |
|
|
|
0.5 |
% |
|
|
61 |
|
|
|
0.2 |
% |
|
|
226.2 |
% |
Corporate and Other |
|
|
(1 |
) |
|
NM |
|
|
|
(1 |
) |
|
NM |
|
|
NM |
|
|||
Total bad debt expense |
|
$ |
5,745 |
|
|
|
2.6 |
% |
|
$ |
7,558 |
|
|
|
3.5 |
% |
|
|
-24.0 |
% |
20
Bad debt expense for the current quarter decreased by 24.0% or $1.8 million as compared to the prior year quarter. The decrease in bad debt expense was primarily driven by reductions at both CTU and AIUS.
We regularly evaluate our reserve rates, which includes a quarterly update of our analysis of historical student receivable collectability based on the most recent data available and a review of current known factors which we believe could affect future collectability of our student receivables, such as the number of students that do not complete the financial aid process. We continue to expect quarterly fluctuations in bad debt expense.
Depreciation and Amortization Expense
Depreciation and amortization expense decreased by 20.8% or $2.5 million as compared to the prior year quarter, primarily driven by decreases within USAHS for leased assets.
Operating Income
Operating income for the current quarter increased by 22.0% or $11.4 million as compared to the prior year quarter. The improvement was primarily driven by higher revenue at CTU and USAHS as well as decreased depreciation and amortization expense at USAHS and decreased bad debt expense at CTU and AIUS as compared to the prior year quarter.
Provision for Income Taxes
For the quarter ended March 31, 2026, we recorded a provision for income taxes of $14.2 million or 20.8% as compared to a provision for income taxes of $12.8 million or 22.7% for the prior year quarter. The effective tax rate for the current quarter was benefitted by the tax effect of stock-based compensation and the release of previously recorded tax reserves, which reduced the effective tax rate by 5.6% and 1.2%, respectively. The effective tax rate for the prior year quarter was impacted by the tax effect of stock-based compensation and the release of previously recorded tax reserves, which reduced the effective tax rate by 5.5% and 1.3%, respectively.
For the full year 2026, we expect our effective tax rate to be between 22.5% and 23.5%.
SEGMENT RESULTS OF OPERATIONS
The following tables present unaudited segment results for the reported periods (dollars in thousands):
|
|
For the Quarter Ended March 31, |
|
|||||||||||||||||||||||||||||
|
|
REVENUE |
|
|
OPERATING INCOME (LOSS) |
|
|
OPERATING MARGIN |
|
|||||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
% Change |
|
|
2026 |
|
|
2025 |
|
|
% Change |
|
|
2026 |
|
|
2025 |
|
||||||||
REVENUE: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
CTU |
|
$ |
120,756 |
|
|
$ |
116,074 |
|
|
|
4.0 |
% |
|
$ |
50,543 |
|
|
$ |
46,760 |
|
|
|
8.1 |
% |
|
|
41.9 |
% |
|
|
40.3 |
% |
AIUS |
|
|
57,816 |
|
|
|
57,564 |
|
|
|
0.4 |
% |
|
|
12,564 |
|
|
|
11,221 |
|
|
|
12.0 |
% |
|
|
21.7 |
% |
|
|
19.5 |
% |
USAHS |
|
|
43,008 |
|
|
|
39,183 |
|
|
|
9.8 |
% |
|
|
6,307 |
|
|
|
(330 |
) |
|
NM |
|
|
|
14.7 |
% |
|
|
-0.8 |
% |
|
Corporate and other |
|
|
163 |
|
|
|
183 |
|
|
|
-10.9 |
% |
|
|
(6,292 |
) |
|
|
(5,924 |
) |
|
|
-6.2 |
% |
|
NM |
|
|
NM |
|
||
Total |
|
$ |
221,743 |
|
|
$ |
213,004 |
|
|
|
4.1 |
% |
|
$ |
63,122 |
|
|
$ |
51,727 |
|
|
|
22.0 |
% |
|
|
28.5 |
% |
|
|
24.3 |
% |
|
|
TOTAL STUDENT ENROLLMENTS |
|
|||||||||
|
|
As of March 31, |
|
|||||||||
|
|
2026 |
|
|
2025 |
|
|
% Change |
|
|||
CTU |
|
|
34,050 |
|
|
|
33,400 |
|
|
|
1.9 |
% |
AIUS |
|
|
10,320 |
|
|
|
10,550 |
|
|
|
-2.2 |
% |
USAHS |
|
|
4,370 |
|
|
|
4,240 |
|
|
|
3.1 |
% |
Total |
|
|
48,740 |
|
|
|
48,190 |
|
|
|
1.1 |
% |
Total student enrollments represent all students who are active as of the last day of the reporting period. Active students are defined as those students who are considered in attendance by participating in class related activities during the previous two weeks of the most recent academic term. Total student enrollments do not include learners participating in: a) non-degree seeking and professional development programs, and b) degree seeking, non-Title IV, self-paced programs at our universities.
CTU. Current quarter revenue increased by 4.0% or $4.7 million as compared to the prior year quarter. The increase was primarily driven by total student enrollment growth of 1.9% at March 31, 2026 as compared to the prior year quarter. CTU's total
21
student enrollment growth was supported by strong levels of student retention and engagement, growth in the corporate student program and consistent levels of prospective student interest.
Current quarter operating income for CTU increased by 8.1% or $3.8 million as compared to the prior year quarter driven by the increase in revenue discussed above as well as decreased bad debt expense, which partially offset increases within other operating expenses.
AIUS. Current quarter revenue increased slightly by 0.4% or $0.3 million as compared to the prior year quarter. Total student enrollments decreased by 2.2% at March 31, 2026 as compared to March 31, 2025, driven by a decrease in total student enrollments at Trident University.
Current quarter operating income for AIUS increased by 12.0% or $1.3 million as compared to the prior year quarter, primarily driven by decreased bad debt expense as well as reduced academics and student related costs.
USAHS. Current quarter revenue increased by 9.8% or $3.8 million as compared to the prior year quarter. The increase was primarily driven by total student enrollment growth of 3.1% at March 31, 2026 as compared to the prior year quarter.
Current quarter operating income for USAHS increased by $6.6 million as compared to the prior year quarter driven by the increase in revenue discussed above, as well as reduced depreciation and amortization on leased assets as compared to the prior-year quarter.
Corporate and Other. This category includes unallocated costs that are incurred on behalf of the entire company. Total Corporate and Other operating loss for the current quarter increased by 6.2% or $0.4 million as compared to the prior year quarter primarily driven by increased administrative costs for the current quarter.
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES
A detailed discussion of the accounting policies and estimates that we believe are most critical to our financial condition and results of operations that require management’s most subjective and complex judgments in estimating the effect of inherent uncertainties is included under the caption “Summary of Critical Accounting Policies and Estimates” included in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025. Note 2 “Summary of Significant Accounting Policies” of our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 also includes a discussion of these and other significant accounting policies.
LIQUIDITY, FINANCIAL POSITION AND CAPITAL RESOURCES
As of March 31, 2026, cash, cash equivalents, restricted cash and available-for-sale short-term investments (“cash balances”) totaled $680.0 million. Restricted cash as of March 31, 2026 was $0.8 million and primarily related to escrow balances for Hippo Education and required letters of credit for USAHS. Our cash flows from operating activities have historically been adequate to fulfill our liquidity requirements. We have historically financed our operating activities, organic growth and acquisitions primarily through cash generated from operations and existing cash balances. We expect to continue to generate cash during the remainder of 2026. We anticipate that we will be able to satisfy the cash requirements associated with, among other things, our working capital needs, capital expenditures, lease commitments, share repurchases and quarterly dividends payments through at least the next 12 months primarily with cash generated by operations and existing cash balances.
We maintain a balanced capital allocation strategy that focuses on maintaining a strong balance sheet and adequate liquidity, while (i) investing in organic projects at our universities, in particular technology-related initiatives which are designed to benefit our students, as well as real estate updates, and (ii) evaluating diverse strategies to enhance stockholder value, including acquisitions, quarterly dividend payments and share repurchases. Ultimately, our goal is to deploy resources in a way that drives long term stockholder value while supporting and strengthening the academic value of our institutions.
On January 2, 2026, the Board of Directors of the Company approved a common stock repurchase program, authorizing the Company to repurchase up to $100.0 million of its outstanding common stock on the open market and expires on June 30, 2027. The stock repurchase program may be modified, suspended or discontinued at any time in the Company's discretion without prior notice, and does not commit the Company to repurchase shares of its common stock. The timing of purchases and the number of shares repurchased under the program is determined by the Company’s management and will depend on a variety of factors including stock price, trading volume and other general market and economic conditions, its assessment of alternative uses of capital, regulatory requirements and other factors.
The Board of Directors approved the aforementioned stock repurchase programs believing it advantageous to the Company and its stockholders to repurchase shares of the Company’s common stock from time to time at prices below what the Board of Directors believed to be the intrinsic value of the Company’s common stock.
22
The discussion above reflects management’s expectations regarding liquidity; however, as a result of the significance of the Title IV Program funds received by our students, we are highly dependent on these funds to operate our business. Any reduction in the level of Title IV funds that our students are eligible to receive or any impact on timing or our ability to receive Title IV Program funds, or any requirement to post a significant letter of credit to the Department, may have a significant impact on our operations and our financial condition. In addition, our financial performance is dependent on the level of student enrollments which could be impacted by external factors. See Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2025.
Sources and Uses of Cash
Operating Cash Flows
During the quarters ended March 31, 2026 and 2025, net cash flows provided by operating activities totaled $69.4 million and $65.1 million, respectively. The increase in net cash flows from operating activities for the current quarter was driven by increased operating income.
Our primary source of cash flows from operating activities is tuition collected from our students. Our students derive the ability to pay tuition costs through the use of a variety of funding sources, including, among others, federal loan and grant programs, state grant programs, private loans and grants, institutional payment plans, private and institutional scholarships and cash payments.
For further discussion of Title IV Program funding and other funding sources for our students, see Item 1, “Business - Student Financial Aid and Related Federal Regulation,” in our Annual Report on Form 10-K for the year ended December 31, 2025.
Our primary uses of cash to support our operating activities include, among other things, cash paid and benefits provided to our employees for services, to vendors for products and services, to lessors for rents and operating costs related to leased facilities, to suppliers for textbooks and other institution supplies, and to federal, state and local governments for income and other taxes.
Investing Cash Flows
During the quarter ended March 31, 2026, net cash flows used in investing activities totaled $7.1 million compared to net cash flows provided by investing activities of $1.2 million for the prior year quarter.
Purchases and Sales of Available-for-Sale Investments. Purchases and sales of available-for-sale investments resulted in a net cash outflow of $5.3 million for the current quarter as compared to a net cash inflow of $2.9 million for the prior year quarter.
Capital Expenditures. Capital expenditures were $1.7 million for each of the quarters ended March 31, 2026 and 2025. For the full year 2026, capital expenditures are expected to be approximately 1.5% of revenue.
Financing Cash Flows
During the quarters ended March 31, 2026 and 2025, net cash flows used in financing activities totaled $29.5 million and $44.4 million, respectively. Payments to repurchase shares of our common stock were $8.1 million for the quarter ended March 31, 2026 and $25.2 million for the quarter ended March 31, 2025.
Payments of employee tax associated with stock compensation. Payments of employee tax associated with stock compensation were $10.3 million and $7.5 million for the quarters ended March 31, 2026 and 2025, respectively.
Payments of cash dividends and dividend equivalents. During the quarters ended March 31, 2026 and 2025, the Company made dividend and dividend equivalent payments of $10.3 million and $9.2 million, respectively.
Principal payments for finance leases and failed sale leaseback. During the quarter ended March 31, 2026, the Company made principal payments of $1.3 million for finance leases, and during the quarter ended March 31, 2025, principal payments of $1.7 million were made for finance leases and failed sale-leaseback transactions, both related to USAHS.
Changes in Financial Position
Selected condensed consolidated balance sheet account changes from December 31, 2025 to March 31, 2026 were as follows (dollars in thousands):
23
|
|
March 31, |
|
|
December 31, |
|
|
|
|
|||
|
|
2026 |
|
|
2025 |
|
|
% Change |
|
|||
ASSETS |
|
|
|
|
|
|
|
|
|
|||
CURRENT ASSETS: |
|
|
|
|
|
|
|
|
|
|||
Restricted cash |
|
$ |
815 |
|
|
$ |
21,310 |
|
|
|
-96 |
% |
Student receivables, net |
|
|
39,587 |
|
|
|
27,197 |
|
|
|
46 |
% |
|
|
|
|
|
|
|
|
|
|
|||
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|||
CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
|
|||
Accrued expenses - payroll and related benefits |
|
|
26,454 |
|
|
|
44,363 |
|
|
|
-40 |
% |
Accrued expenses - income taxes |
|
|
19,751 |
|
|
|
5,627 |
|
|
|
251 |
% |
Deferred revenue |
|
|
52,249 |
|
|
|
37,844 |
|
|
|
38 |
% |
Restricted cash: The decrease is driven by the release of a letter of credit related to USAHS with the Department.
Student receivables, net: The increase is driven by timing of student billings for academic terms and respective cash receipts.
Accrued expenses - payroll and related benefits: The decrease is driven by the payment of annual incentive compensation and other benefits during the first quarter.
Accrued expenses - income taxes: The increase primarily relates to amounts owed with respect to estimated payments of federal and state income taxes for 2026.
Deferred revenue: The increase in deferred revenue is driven by timing of academic terms and related student billings.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to financial market risks, primarily changes in interest rates. We use various techniques to manage our interest rate risk. We have no derivative financial instruments or derivative commodity instruments, and believe the risk related to cash equivalents and available-for-sale investments is limited due to the adherence to our investment policy, which focuses on capital preservation and liquidity. In addition, we use asset managers who conduct initial and ongoing credit analyses on our investment portfolio and monitor that investments are in compliance with our investment policy. Despite the investment risk mitigation strategies we employ, we may incur investment losses as a result of unusual and unpredictable market developments and may experience reduced investment earnings if the yields on investments deemed to be low risk remain low or decline.
Interest Rate Exposure
Our future investment income may fall short of expectations due to changes in interest rates or we may suffer losses in principal if we are forced to sell investments that have declined in market value due to changes in interest rates. At March 31, 2026, a 100 basis point increase or decrease in average interest rates applicable to our investments would not have had a material impact on our future earnings, fair values or cash flows.
Our financial instruments are recorded at their fair values as of March 31, 2026 and December 31, 2025. We believe that the exposure of our consolidated financial position and results of operations and cash flows to adverse changes in interest rates applicable to our investments is not significant.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We completed an evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q (“Report”) under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2026, our disclosure controls and procedures were effective to provide reasonable assurance that (i) the information required to be disclosed by us in this Report was recorded, processed, summarized and reported within the time periods specified in the rules and forms provided by the U.S. Securities and Exchange Commission (“SEC”), and (ii)
24
information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on the Effectiveness of Controls
Our management does not expect that our disclosure controls and procedures or our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our Company have been detected.
These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
25
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
Note 8 “Contingencies” to our unaudited condensed consolidated financial statements is incorporated herein by reference.
Item 1A. Risk Factors
In addition to the information set forth in this Quarterly Report on Form 10-Q, the reader should carefully consider the factors discussed in Part I, Item 1A “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission on February 19, 2026.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On January 2, 2026, the Board of Directors of the Company approved a stock repurchase program which authorizes the Company to repurchase up to $100.0 million of the Company’s outstanding common stock. See Note 11 “Stock Repurchase Program” to our unaudited condensed consolidated financial statements for further information.
The following table sets forth information regarding purchases made by us of shares of our common stock on a monthly basis during the quarter ended March 31, 2026:
Issuer Purchases of Equity Securities
Period |
|
Total Number |
|
|
Average Price |
|
|
Total Number |
|
|
Maximum |
|
||||
December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
$ |
239,095 |
|
|||
January 1, 2026—January 31, 2026 |
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
|
100,000,000 |
|
February 1, 2026—February 28, 2026 |
|
|
95,827 |
|
|
|
32.98 |
|
|
|
95,827 |
|
|
|
96,837,489 |
|
March 1, 2026—March 31, 2026 |
|
|
432,027 |
|
|
|
35.24 |
|
|
|
145,546 |
|
|
|
91,858,190 |
|
Total |
|
|
527,854 |
|
|
|
|
|
|
241,373 |
|
|
|
|
||
Item 5. Other Information
Item 6. Exhibits
The exhibits required to be filed by Item 601 of Regulation S-K are listed in the “Exhibit Index,” which is attached hereto and incorporated by reference herein.
26
|
|
INDEX TO EXHIBITS |
|
|
Exhibit Number |
|
Exhibit |
|
Incorporated by Reference to: |
|
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation of Perdoceo Education Corporation (originally incorporated on January 5, 1994) |
|
Exhibit 3.2 to our Form 8-K filed on December 18, 2019 |
|
|
|
|
|
3.2
|
|
Certificate of Amendment of the Restated Certificate of Incorporation of Perdoceo Education Corporation dated May 25, 2023 |
|
Exhibit 3.1 to our Form 8-K filed on June 1, 2023 |
|
|
|
|
|
3.3
|
|
Seventh Amended and Restated By-laws of Perdoceo Education Corporation effective January 1, 2020 |
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Exhibit 3.3 to our Form 8-K filed on December 18, 2019 |
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*10.1 |
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2026 Annual Incentive Plan |
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Exhibit 10.1 to our Form 8-K filed on March 13, 2026 |
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+31.1 |
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Certification of CEO Pursuant to Rule 13a-14(a) |
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+31.2 |
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Certification of CFO Pursuant to Rule 13a-14(a) |
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+32.1 |
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Certification of CEO Pursuant to 18 U.S.C. 1350 |
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+32.2 |
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Certification of CFO Pursuant to 18 U.S.C. 1350 |
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+101.INS |
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Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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+101.SCH |
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Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document |
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+104 |
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The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL (included in Exhibit 101) |
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____ |
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* Management contract or compensatory plan or arrangement required to be filed as an Exhibit to this Form 10-Q |
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+Filed herewith. |
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27
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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PERDOCEO EDUCATION CORPORATION |
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Date: May 7, 2026 |
By: |
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/s/ TODD S. NELSON |
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Todd S. Nelson President and Chief Executive Officer (Principal Executive Officer) |
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Date: May 7, 2026 |
By: |
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/s/ ASHISH R. GHIA |
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Ashish R. Ghia Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) |
28