Equibles

10-Q

PERDOCEO EDUCATION Corp (PRDO)

10-Q 2025-07-31 For: 2025-06-30
View Original
Added on April 11, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

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: 0-23245

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PERDOCEO EDUCATION CORPORATION

(Exact name of registrant as specified in its charter)

Delaware 36-3932190
(State or other jurisdiction of<br><br>incorporation or organization) (I.R.S. Employer<br><br>Identification No.)
1750 E. Golf Road<br><br>Schaumburg, Illinois 60173
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (847) 781-3600

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 Trading symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value PRDO Nasdaq Global Select Market

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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.

Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐

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 July 25, 2025: 64,953,379

PERDOCEO EDUCATION CORPORATION

FORM 10-Q

TABLE OF CONTENTS

Page
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets 1
Condensed Consolidated Statements of Income (Unaudited) 2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) 2
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) 3
Condensed Consolidated Statements of Cash Flows (Unaudited) 4
Notes to Unaudited Condensed Consolidated Financial Statements 5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 19
Item 3. Quantitative and Qualitative Disclosures about Market Risk 29
Item 4. Controls and Procedures 30
PART II—OTHER INFORMATION
Item 1. Legal Proceedings 31
Item 1A. Risk Factors 31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 31
Item 5. Other Information 31
Item 6. Exhibits 32
SIGNATURES 34

PERDOCEO EDUCATION CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

December 31,
(In Thousands, Except Share and Per Share Amounts) 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents, unrestricted 172,075 $ 109,130
Restricted cash 21,602 22,623
Total cash, cash equivalents and restricted cash 193,677 131,753
Short-term investments 465,912 459,795
Total cash and cash equivalents, restricted cash and short-term investments 659,589 591,548
Student receivables, gross 71,322 63,925
Allowance for credit losses (38,094 ) (41,118 )
Student receivables, net 33,228 22,807
Receivables, other 9,171 5,330
Prepaid expenses 16,384 16,910
Inventories 2,635 3,388
Other current assets 200 171
Total current assets 721,207 640,154
NON-CURRENT ASSETS:
Property and equipment, net of accumulated depreciation of 78,231 and 67,492   as of June 30, 2025 and December 31, 2024, respectively 87,708 95,508
Right of use asset, net - operating 46,786 50,099
Right of use asset, net - finance 12,817 15,375
Goodwill 258,191 258,012
Intangible assets, net of amortization of 36,354 and 27,725 as of June 30, 2025 and December 31, 2024, respectively 86,377 95,006
Student receivables, gross 9,062 8,597
Allowance for credit losses (4,220 ) (2,402 )
Student receivables, net 4,842 6,195
Deferred income tax assets, net 68,774 68,774
Other assets 7,685 7,911
TOTAL ASSETS 1,294,387 $ 1,237,034
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Lease liability-operating 5,442 $ 7,792
Lease liability-finance 5,214 5,466
Accounts payable 16,644 12,805
Accrued expenses:
Payroll and related benefits 31,356 35,059
Advertising and marketing costs 6,689 8,135
Income taxes 5,970 4,926
Other 15,785 21,239
Deferred revenue 81,699 36,740
Total current liabilities 168,799 132,162
NON-CURRENT LIABILITIES:
Lease liability-operating 48,230 50,224
Lease liability-finance 8,886 11,555
Sale lease-back financing 56,766 -
Construction financing - 56,500
Other liabilities 27,075 27,057
Total non-current liabilities 140,957 145,336
Commitments and Contingencies (Note 9)
STOCKHOLDERS' EQUITY:
Preferred stock, 0.01 par value; 1,000,000 shares authorized; none issued or outstanding - -
Common stock, 0.01 par value; 300,000,000 shares authorized; 92,041,041   and 91,023,660 shares issued, 64,953,379 and 65,719,224 shares   outstanding as of June 30, 2025 and December 31, 2024, respectively 920 910
Additional paid-in capital 713,940 707,212
Accumulated other comprehensive income 722 166
Retained earnings 662,856 595,672
Treasury stock, at cost; 27,087,662 and 25,304,436 shares as of June 30, 2025   and December 31, 2024, respectively (393,807 ) (344,424 )
Total stockholders' equity 984,631 959,536
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 1,294,387 $ 1,237,034

All values are in US Dollars.

The accompanying notes are an integral part of these condensed consolidated financial statements.

PERDOCEO EDUCATION CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

For the Quarter Ended June 30, For the Year to Date Ended June 30,
(In Thousands, Except Per Share Amounts) 2025 2024 2025 2024
REVENUE:
Tuition and fees, net $ 208,375 $ 165,404 $ 420,223 $ 332,402
Other 1,206 1,336 2,362 2,602
Total revenue 209,581 166,740 422,585 335,004
OPERATING EXPENSES:
Educational services and facilities 50,241 27,516 98,783 57,374
General and administrative 97,793 89,311 198,721 176,793
Depreciation and amortization 10,148 3,069 21,955 6,085
Asset impairment - 838 - 2,468
Total operating expenses 158,182 120,734 319,459 242,720
Operating income 51,399 46,006 103,126 92,284
OTHER INCOME:
Interest income 6,460 7,190 12,936 13,983
Interest expense (1,611 ) (112 ) (3,293 ) (447 )
Miscellaneous (expense) income (10 ) (70 ) (26 ) 45
Total other income 4,839 7,008 9,617 13,581
PRETAX INCOME 56,238 53,014 112,743 105,865
Provision for income taxes 15,210 14,585 28,027 27,994
NET INCOME 41,028 38,429 84,716 77,871
NET INCOME PER SHARE - BASIC: $ 0.63 $ 0.59 $ 1.29 $ 1.19
NET INCOME PER SHARE - DILUTED: $ 0.62 $ 0.57 $ 1.27 $ 1.16
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 65,331 65,611 65,504 65,583
Diluted 66,582 67,077 66,722 66,956

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

For the Quarter Ended June 30, For the Year to Date Ended June 30,
(In Thousands) 2025 2024 2025 2024
NET INCOME $ 41,028 $ 38,429 $ 84,716 $ 77,871
OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
Foreign currency translation adjustments - (8 ) - (39 )
Unrealized gain (loss) on investments 49 (93 ) 556 (1,016 )
Total other comprehensive income (loss) 49 (101 ) 556 (1,055 )
COMPREHENSIVE INCOME $ 41,077 $ 38,328 $ 85,272 $ 76,816

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

PERDOCEO EDUCATION CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

Treasury Stock Accumulated Other
(In Thousands) 0.01 Par Value Purchased Shares Cost Additional Paid-in Capital Comprehensive Income Retained Earnings Total
BALANCE, April 1, 2025 91,974 (26,438 ) $ (372,917 ) $ 711,037 $ 673 $ 630,542 $ 970,255
Net income - - - - - 41,028 41,028
Unrealized gain on investments, net of tax - - - - 49 - 49
Dividends to shareholders, per share 0.13 - - - - - (8,714 ) (8,714 )
Treasury stock purchased - (650 ) (20,890 ) - - - (20,890 )
Share-based compensation expense - - - 2,586 - - 2,586
Common stock issued 67 - - 317 - - 317
BALANCE, June 30, 2025 92,041 (27,088 ) $ (393,807 ) $ 713,940 $ 722 $ 662,856 $ 984,631
Treasury Stock Accumulated Other
(In Thousands) 0.01 Par Value Purchased Shares Cost Additional Paid-in Capital Comprehensive Loss Retained Earnings Total
BALANCE, April 1, 2024 90,907 (25,304 ) $ (344,424 ) $ 698,619 $ (1,620 ) $ 512,622 $ 866,106
Net income - - - - - 38,429 38,429
Foreign currency translation - - - - (8 ) - (8 )
Unrealized loss on investments, net of tax - - - - (93 ) - (93 )
Dividends to shareholders, per share 0.11 - - - - - (7,445 ) (7,445 )
Share-based compensation expense - - - 2,250 - - 2,250
Common stock issued 71 - - 284 - - 285
BALANCE, June 30, 2024 90,978 (25,304 ) $ (344,424 ) $ 701,153 $ (1,721 ) $ 543,606 $ 899,524
Treasury Stock Accumulated Other
(In Thousands) 0.01 Par Value Purchased Shares Cost Additional Paid-in Capital Comprehensive Income Retained Earnings Total
BALANCE, January 1, 2025 91,024 (25,304 ) $ (344,424 ) $ 707,212 $ 166 $ 595,672 $ 959,536
Net income - - - - - 84,716 84,716
Unrealized gain on investments, net of tax - - - - 556 - 556
Dividends to shareholders, per share 0.26 - - - - - (17,532 ) (17,532 )
Treasury stock purchased - (1,635 ) (46,082 ) - - - (46,082 )
Earnout payments for business acquisition - 158 4,243 - - - 4,243
Share-based compensation expense - - - 5,443 - - 5,443
Common stock issued 1,017 (307 ) (7,544 ) 1,285 - - (6,249 )
BALANCE, June 30, 2025 92,041 (27,088 ) $ (393,807 ) $ 713,940 $ 722 $ 662,856 $ 984,631
Treasury Stock Accumulated Other
(In Thousands) 0.01 Par Value Purchased Shares Cost Additional Paid-in Capital Comprehensive Loss Retained Earnings Total
BALANCE, January 1, 2024 90,270 (24,726 ) $ (334,220 ) $ 694,798 $ (666 ) $ 480,606 $ 841,421
Net income - - - - - 77,871 77,871
Foreign currency translation - - - - (39 ) - (39 )
Unrealized loss on investments, net of tax - - - - (1,016 ) - (1,016 )
Dividends to shareholders, per share 0.22 - - - - - (14,871 ) (14,871 )
Treasury stock purchased - (385 ) (6,769 ) - - - (6,769 )
Share-based compensation expense - - - 4,557 - - 4,557
Common stock issued 708 (193 ) (3,435 ) 1,798 - - (1,630 )
BALANCE, June 30, 2024 90,978 (25,304 ) $ (344,424 ) $ 701,153 $ (1,721 ) $ 543,606 $ 899,524

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

PERDOCEO EDUCATION CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

For the Year to Date Ended June 30,
(In Thousands) 2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 84,716 $ 77,871
Adjustments to reconcile net income to net
cash provided by operating activities:
Asset impairment - 2,468
Depreciation and amortization expense 21,955 6,085
Bad debt expense 13,015 12,631
Compensation expense related to share-based awards 5,443 4,557
Deferred income taxes - 562
Changes in operating assets and liabilities 18,776 (11,157 )
Net cash provided by operating activities 143,905 93,017
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of available-for-sale investments (192,891 ) (204,060 )
Sales of available-for-sale investments 189,272 145,945
Purchases of property and equipment (4,489 ) (2,022 )
Business acquisition 854 -
Net cash used in investing activities (7,254 ) (60,137 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 1,295 1,805
Purchase of treasury stock (46,082 ) (6,769 )
Payments of employee tax associated with stock compensation (7,544 ) (3,435 )
Payments of cash dividends and dividend equivalents (17,718 ) (14,613 )
Earnout payments for business acquisition (1,757 ) -
Principal payments for finance lease (2,432 ) -
Principal payments for failed sale leaseback (489 ) -
Net cash used in financing activities (74,727 ) (23,012 )
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 61,924 9,868
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of the period 131,753 119,021
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of the period $ 193,677 $ 128,889

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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, 2024 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 financial statements. This report should be read in conjunction with our 2024 Form 10-K. In our opinion, these financial statements include all normal and recurring adjustments necessary for a fair presentation.

Operating results for the quarter and year to date ended June 30, 2025 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2025.

On December 2, 2024, the Company acquired the University of St. Augustine for Health Sciences (the "USAHS acquisition"). Results of operations related to the USAHS acquisition are included in the consolidated financial statements from the date of acquisition. See Note 3 "Business Acquisition" for further information.

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 three reporting segments: CTU, AIUS and USAHS.

3. BUSINESS ACQUISITION

On December 2, 2024, the Company completed the acquisition of the University of St. Augustine for Health Sciences ("USAHS").

USAHS is among the nation’s reputable universities offering graduate health sciences degrees, primarily in physical therapy, occupational therapy, speech language therapy and nursing, as well as continuing education programs. Founded in 1979, USAHS educates students through its network of campuses in San Marcos, California; St. Augustine and Miami, Florida; and Austin and Dallas, Texas and through its online programs.

The purchase price of $137.0 million for USAHS was allocated to the preliminary fair values of acquired tangible and identifiable intangible assets of $268.5 million and assumed liabilities of $131.5 million as of December 2, 2024. The purchase price consisted of an initial cash payment made in December 2024, and a working capital true up of $0.8 million, which was received in April 2025. Based on our preliminary purchase price allocation, we have recorded goodwill of $17.0 million. Goodwill reflects the

inherent value of the acquired workforce as well as revenue growth opportunities following the acquisition. All of this goodwill balance will not be deductible for income tax reporting purposes. Management's purchase price allocation is provisional as the fair value of deferred tax assets are still being finalized, primarily due to the timing of the acquisition which occurred in December 2024.

The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of acquisition date (dollars in thousands):

USAHS
December 2, 2024
Assets:
Student and other receivables $ 1,771
Prepaid assets 4,727
Property, plant and equipment 78,800
ROU assets 53,271
Intangible assets
Trade name (indefinite-lived) 9,800
Customer relationships (2 year life) 14,000
Course curriculum (4 year life) 15,500
Accreditation rights (12 year life) 25,000
Deferred tax asset, net 47,626
Other assets 977
Goodwill 17,029
Total assets acquired $ 268,501
Liabilities:
Accounts payable and other accrued liabilities $ 9,269
Deferred revenue 10,137
Lease liabilities 55,625
Construction financing 56,500
Total liabilities assumed $ 131,531
Net assets acquired $ 136,970

4. RECENT ACCOUNTING PRONOUNCEMENTS

Recent accounting guidance adopted in 2025

In December 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU require that public business entities on an annual basis 1) disclose specific categories in the rate reconciliation, and 2) provide additional information for reconciling items that meet a quantitative threshold. The amendments require disclosure about income taxes paid by federal, state and foreign taxes, and by individual jurisdictions in which income taxes paid is equal or greater than 5 percent of total income taxes paid. The amendment also requires entities to disclose income or loss from continuing operations before income tax expense disaggregated between domestic and foreign and income tax expense or benefit from continuing operations disaggregated by federal, state and foreign. For all public business entities, ASU 2023-09 is effective for annual periods beginning after December 15, 2024; 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 disclosures.

In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in this ASU clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. For all public business entities, ASU 2022-03 is effective for annual periods and interim periods beginning after December 15, 2024; 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 disclosures.

5. FINANCIAL INSTRUMENTS

Investments consist of the following as of June 30, 2025 and December 31, 2024 (dollars in thousands):

June 30, 2025
Gross Unrealized
Cost Gain (Loss) Fair Value
Short-term investments (available-for-sale):
Non-governmental debt securities $ 294,361 $ 738 $ (90 ) $ 295,009
Treasury and federal agencies 170,661 305 (63 ) 170,903
Total short-term investments (available-for-sale) $ 465,022 $ 1,043 $ (153 ) $ 465,912
December 31, 2024
--- --- --- --- --- --- --- --- --- ---
Gross Unrealized
Cost Gain (Loss) Fair Value
Short-term investments (available-for-sale):
Non-governmental debt securities $ 246,070 $ 466 $ (278 ) $ 246,258
Treasury and federal agencies 213,394 258 (115 ) 213,537
Total short-term investments (available-for-sale) $ 459,464 $ 724 $ (393 ) $ 459,795

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 one year, which are recorded within accumulated other comprehensive income on our condensed consolidated balance sheets.

Our non-governmental debt securities primarily consist of corporate bonds, certificates of deposit and commercial paper. Our treasury and federal agencies primarily consist of U.S. Treasury bills and federal home loan debt securities.

There were no realized gains or losses from the sale of investments for the quarters and years to date ended June 30, 2025 and June 30, 2024.

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 June 30, 2025, we held 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 June 30, 2025 and December 31, 2024 were as follows (dollars in thousands):

As of June 30, 2025
Level 1 Level 2 Total
Cash and cash equivalents - money market funds $ 33,814 $ - $ 33,814
Cash and cash equivalents - commercial paper - 4,988 4,988
Short-term investments - non-governmental debt securities - 295,009 295,009
Short-term investments - treasury and federal agencies - 170,903 170,903
Totals $ 33,814 $ 470,900 $ 504,714
As of December 31, 2024
Level 1 Level 2 Total
Cash and cash equivalents - money market funds $ 30,189 $ - $ 30,189
Cash and cash equivalents - federal agency debt securities - 13,078 13,078
Short-term investments - non-governmental debt securities - 246,258 246,258
Short-term investments - treasury and federal agencies - 213,537 213,537
Totals $ 30,189 $ 472,873 $ 503,062

Equity Method Investment

We make periodic operating maintenance payments to an equity affiliate. The total fees recorded during the quarters and years to date ended June 30, 2025 and 2024 were as follows (dollars in thousands):

Maintenance Fee Payments
For the quarter ended June 30, 2025 $ 452
For the quarter ended June 30, 2024 $ 423
For the year to date ended June 30, 2025 $ 880
For the year to date ended June 30, 2024 $ 867

6. REVENUE RECOGNITION

Disaggregation of Revenue

The following tables disaggregate our revenue by major source for the quarters and years to date ended June 30, 2025 and 2024 (dollars in thousands):

For the Quarter Ended June 30, 2025 For the Quarter Ended June 30, 2024
CTU AIUS USAHS (3) Corporate and Other Total CTU AIUS USAHS (3) Corporate and Other Total
Tuition and fees, net (1) $ 117,188 $ 54,492 $ 36,695 $ - $ 208,375 $ 111,976 $ 53,428 $ - $ - $ 165,404
Other revenue (2) 782 231 2 191 1,206 852 294 - 190 1,336
Total revenue $ 117,970 $ 54,723 $ 36,697 $ 191 $ 209,581 $ 112,828 $ 53,722 $ - $ 190 $ 166,740
For the Year to Date Ended June 30, 2025 For the Year to Date Ended June 30, 2024
CTU AIUS USAHS (3) Corporate and Other Total CTU AIUS USAHS (3) Corporate and Other Total
Tuition and fees, net (1) $ 236,025 $ 108,322 $ 75,876 $ - $ 420,223 $ 224,756 $ 107,646 $ - $ - $ 332,402
Other revenue (2) 1,524 460 4 374 2,362 1,641 581 - 380 2,602
Total revenue $ 237,549 $ 108,782 $ 75,880 $ 374 $ 422,585 $ 226,397 $ 108,227 $ - $ 380 $ 335,004

__________________

  • Tuition and fees, net, includes revenue earned for all degree-granting programs as well as revenue earned for non-degree and professional development programs.
  • Other revenue primarily includes contract training revenue and miscellaneous non-student related revenue.
  • USAHS includes revenue beginning on the acquisition date of December 2, 2024.

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. We generally bill student tuition upon enrollment for our non-degree professional development programs and recognize the tuition as revenue on a straight-line basis over the length of the offering.

Other revenue, which primarily consists of contract training revenue and miscellaneous non-student related revenue, is billed and recognized as goods are delivered or services are performed.

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 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 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 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 assets balances as of June 30, 2025 and December 31, 2024 were as follows (dollars in thousands):

As of
June 30, 2025 December 31, 2024
Gross deferred revenue $ 113,585 $ 61,291
Gross contract assets (31,886 ) (24,551 )
Deferred revenue, net $ 81,699 $ 36,740

Deferred Revenue

Changes in our deferred revenue balances for the quarters and years to date ended June 30, 2025 and 2024 were as follows (dollars in thousands):

For the Quarter Ended June 30, 2025 For the Quarter Ended June 30, 2024
CTU AIUS USAHS (2) Total CTU AIUS USAHS (2) Total
Gross deferred revenue, April 1 $ 98,841 $ 28,348 $ 14,302 $ 141,491 $ 82,320 $ 36,619 $ - $ 118,939
Revenue earned from prior balances (88,396 ) (24,150 ) (12,889 ) (125,435 ) (69,946 ) (29,510 ) - (99,456 )
Billings during period(1) 87,979 42,132 49,143 179,254 97,465 39,022 - 136,487
Revenue earned for new billings during the period (28,792 ) (30,342 ) (23,806 ) (82,940 ) (42,030 ) (23,918 ) - (65,948 )
Other adjustments 1,234 258 (277 ) 1,215 71 692 - 763
Gross deferred revenue, June 30 $ 70,866 $ 16,246 $ 26,473 $ 113,585 $ 67,880 $ 22,905 $ - $ 90,785
For the Year to Date Ended June 30, 2025 For the Year to Date Ended June 30, 2024
CTU AIUS USAHS (2) Total CTU AIUS USAHS (2) Total
Gross deferred revenue, January 1 $ 40,082 $ 19,641 $ 1,568 $ 61,291 $ 42,531 $ 21,439 $ - $ 63,970
Revenue earned from prior balances (34,980 ) (17,819 ) (455 ) (53,254 ) (37,248 ) (19,653 ) - (56,901 )
Billings during period(1) 266,607 104,604 101,530 472,741 250,342 108,799 - 359,141
Revenue earned for new billings during the period (201,045 ) (90,503 ) (75,421 ) (366,969 ) (187,508 ) (87,993 ) - (275,501 )
Other adjustments 202 323 (749 ) (224 ) (237 ) 313 - 76
Gross deferred revenue, June 30 $ 70,866 $ 16,246 $ 26,473 $ 113,585 $ 67,880 $ 22,905 $ - $ 90,785

______________

  • Billings during period includes adjustments for prior billings.
  • USAHS includes deferred revenue starting from the acquisition date on December 2, 2024.

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 $2.2 million and $2.1 million as of June 30, 2025 and December 31, 2024, respectively. Students are typically entitled to a partial refund until approximately a little more than halfway through their term. Pursuant to each university’s policy, once a student reaches the point in the term where no refund is given, the student would not have a refund due if withdrawing from the university subsequent to that date.

7. 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 30 weeks in length. Generally, a student receivable balance is written off once a student has been out of school for greater than 90 days and has not made a payment.

Our standard student receivable allowance is based on an estimate of lifetime expected credit losses for student receivables. Our estimation methodology considers a number of quantitative and qualitative factors that, based on our collection experience, 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 June 30, 2025 and December 31, 2024, 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 $4.8 million and $6.2 million, respectively.

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 and years to date ended June 30, 2025 and 2024 were as follows (dollars in thousands):

For the Quarter Ended June 30, For the Year to Date Ended June 30,
2025 2024 2025 2024
Balance, beginning of period $ 42,866 $ 38,554 $ 43,520 $ 37,782
Provision for credit losses 5,457 6,075 13,015 12,631
Amounts written-off (6,426 ) (7,821 ) (15,077 ) (14,053 )
Recoveries 417 463 856 911
Balance, end of period $ 42,314 $ 37,271 $ 42,314 $ 37,271

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.

8. LEASES

We lease most of our administrative and educational facilities under non-cancelable operating or finance leases expiring at various dates through

2050

. In most cases, we are required to make additional payments under facility leases for taxes, insurance and other operating expenses incurred during the lease period, which are typically variable in nature. 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.

Quantitative information related to leases is presented in the following table (dollars in thousands):

For the Quarter Ended June 30, 2025 For the Quarter Ended June 30, 2024
Lease expenses (1)
Operating fixed lease expenses $ 2,594 $ 1,122
Finance lease and failed sale leaseback amortization expense 1,573 -
Finance lease and failed sale leaseback interest expense 1,557 -
Variable lease expenses 1,100 279
Sublease income (2) (91 ) -
Total lease expenses $ 6,733 $ 1,401
Other information
Gross operating cash flows for operating leases (3) $ (3,271 ) $ (2,016 )
Gross operating cash flows for finance leases and failed sale leasebacks (1,451 ) -
Gross financing cash flows for finance leases (1,225 ) -
Operating cash flows from subleases (3) 91 -
For the Year to Date Ended June 30, 2025 For the Year to Date Ended June 30, 2024
Lease expenses (1)
Operating fixed lease expenses $ 5,207 $ 2,566
Finance lease and failed sale leaseback amortization expense 3,146 -
Finance lease and failed sale leaseback interest expense 3,129 -
Variable lease expenses 2,218 337
Sublease income (2) (168 ) -
Total lease expenses $ 13,532 $ 2,903
Other information
Gross operating cash flows for operating leases (3) $ (7,184 ) $ (4,482 )
Gross operating cash flows for finance leases and failed sale leasebacks (2,866 ) -
Gross financing cash flows for finance leases (2,432 ) -
Gross financing cash flows for failed sale leaseback (489 ) -
Operating cash flows from subleases (3) 168 -
As of June 30, 2025 As of June 30, 2024
Weighted average remaining lease term (in months) – operating leases 89 69
Weighted average remaining lease term (in months) – finance leases 31 -
Weighted average discount rate – operating leases 6.2 % 5.1 %
Weighted average discount rate– finance leases 5.9 % -

__________________

  • Lease expense and sublease income represent the amount recorded within our unaudited condensed consolidated statements of income. Variable lease amounts represent expenses recognized as incurred which are not included in the lease liability.
  • For certain of our leased locations, we have vacated the facility and have fully or partially subleased the space.
  • Cash flows are presented on a consolidated basis and represent cash payments for fixed and variable lease costs.

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. Accordingly, the Company had recognized all cash and non-cash assets contributed by the landlord to the project as of December 31, 2024 as a component of construction in progress with a corresponding construction financing liability. As of December 31, 2024, the Company had recognized $56.5 million in construction contributions made by the landlord as construction financing on the consolidated balance sheet. Lease commencement began in January 2025 upon substantial completion of the BTS arrangement with a stated lease term of 25 years from commencement date.

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 in the amount of $56.5 million. 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.

Future minimum lease payments for sale-leaseback financing transactions as of June 30, 2025 are as follows:

Sale Leaseback<br>Payments
2025 (1) $ 2,472
2026 5,043
2027 5,143
2028 5,246
2029 5,351
2030 and thereafter 133,284
Total minimum lease payments $ 156,539
Less – Amount representing interest (113,555 )
Present value of minimum lease payments 42,984
Plus - liability remaining at term end representing residual value of asset 13,782
Failed sale leaseback liability 56,766

__________________

  • Liabilities remaining for the year ending December 31, 2025.

9. CONTINGENCIES

An accrual for estimated legal fees and settlements of $1.5 million and $1.2 million at June 30, 2025 and December 31, 2024, respectively, is presented within other current liabilities on our condensed consolidated balance sheets.

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 a possible eventual loss, if any.

United States of America, ex rel. Fiorisce LLC v. Perdoceo Education Corporation, Colorado Technical University, Inc. and American InterContinental University, Inc. On July 19, 2023, we became aware of an amended complaint filed in the U.S. District Court for the District of Colorado on May 19, 2023. The original complaint was filed under seal on February 25, 2021 by a former employee of Colorado Technical University through a limited liability company, on behalf of herself, any other interested parties affiliated with 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") 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 she is successful, she would receive a portion of the federal government’s recovery. The amended complaint alleges violations of the False Claims Act 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 if not for defendants’ alleged violation of the law. Relator seeks treble damages plus civil penalties and attorneys’ fees. On January 4, 2024, the Court granted a motion to dismiss with respect to Perdoceo Education Corporation and American InterContinental University, Inc. which removes them as defendants in the case. The Court’s dismissal was “without prejudice”, which allows the relator in the case the opportunity to amend and refile a further amended complaint with respect to those two parties. On May 16, 2025, the Court granted the relator’s request to amend its

complaint for a second time to again include Perdoceo Education Corporation, but not American InterContinental University, Inc., as a defendant. Relator filed its second amended complaint on May 19, 2025.

On September 7, 2024, the Company received a new CID from the DOJ pursuant to the False Claims Act. The CID requests information and documentation from CTU regarding its compensation practices for its admissions staff as well as information about how CTU has discussed its Fast Track credit program with prospective students. The information sought covers the time period from November 13, 2017 to the present. The Company is cooperating with the DOJ with a view towards resolving this inquiry as promptly as possible.

Because of the many questions of fact and law that may arise, the outcome of these legal proceedings is 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 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 and cash flows.

10. 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 June 30, For the Year to Date Ended June 30,
(Dollars in Thousands) 2025 2024 2025 2024
Pretax income $ 56,238 $ 53,014 $ 112,743 $ 105,865
Provision for income taxes $ 15,210 $ 14,585 $ 28,027 $ 27,994
Effective rate 27.0 % 27.5 % 24.9 % 26.4 %

The effective tax rate for the quarter and year to date ended June 30, 2025 was impacted by the tax effect of stock-based compensation, which decreased the effective tax rate for the quarter and year to date by 0.3% and 2.9%, respectively. The effective tax rate for the quarter and year to date ended June 30, 2025 also includes the release of previously recorded tax reserves, which decreased the effective tax rate for the quarter and year to date by 1.7% and 1.5%, respectively. The effective tax rate for the quarter and year to date ended June 30, 2024 was impacted by the tax effect of stock-based compensation, which decreased the effective tax rate for the quarter and year to date by 0.2% and 0.7%, respectively. The effective tax rate for the quarter and year to date ended June 30, 2024 also includes the release of previously recorded tax reserves, which decreased the effective tax rate for the quarter and year to date by 1.2% and 1.3%, respectively. As of June 30, 2025, a valuation allowance of $12.0 million was maintained with respect to our equity investment and state net operating losses.

The income tax rate for the quarter and year to date ended June 30, 2025 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 June 30, 2025, we had accrued $4.8 million as an estimate for reasonably possible interest and accrued penalties.

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, 2021 and forward.

On July 4, 2025, President Trump signed into law Public Law No. 119-21 (2025) (the “Act”), nicknamed the “One Big Beautiful Bill,” which introduces comprehensive tax reform measures. The Company is currently evaluating the potential impacts of the legislation. Certain provisions of the Act may result in favorable adjustments to deferred taxes and income taxes payable, particularly those related to the 100% bonus depreciation for qualifying assets placed in service after January 19, 2025, and the immediate expensing of domestic research expenditures. While we continue to assess the overall effect of the new law on our consolidated financial statements, we currently do not expect the legislation to have a material impact on our estimated annual effective tax rate for 2025.

11. 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 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 June 30, 2025 and 2024, the Company granted less than 0.1 million restricted stock units in each period which are not "performance-based" and which have a grant-date fair value of approximately $1.3 million and $1.0 million. For the years to date ended June 30, 2025 and 2024, the Company granted approximately 0.2 million and 0.3 million restricted stock units, respectively, which are not "performance-based" and which have a grant-date fair value of approximately $6.5 million and $5.3 million, respectively.

For the years to date ended June 30, 2025 and 2024, the Company granted approximately 0.2 million restricted stock units in each period which are "performance-based" and which have a grant-date fair value of approximately $3.8 million and $3.5 million, respectively. There were no performance-based restricted stock units granted during each of the quarters ended June 30, 2025 and 2024. The performance-based restricted stock units are subject to performance conditions which are determined at the time of grant and typically cover a three-year performance period. These performance conditions may result in all units being forfeited even if the requisite service period is met.

All restricted stock units granted in 2025 and 2024 are to be settled in shares of our common stock.

Stock Options

There were no stock options granted during each of the quarters and years to date ended June 30, 2025 and 2024.

Share-Based Compensation Expense

For the quarters ended June 30, 2025 and 2024, the total share-based compensation expense was approximately $2.6 million and $2.3 million, respectively. For the years to date ended June 30, 2025 and 2024, the total share-based compensation expense was approximately $5.4 million and $4.6 million, respectively.

As of June 30, 2025, we estimate that total compensation expense of approximately $21.0 million will be recognized over the next four years for all unvested share-based awards that have been granted to participants. This amount excludes any estimates of forfeitures.

12. STOCK REPURCHASE PROGRAM

On February 20, 2024, the Board of Directors of the Company approved a stock repurchase program for up to $50.0 million which commenced March 1, 2024 and expires September 30, 2025. The stock repurchase program replaced the previous stock repurchase program. The other terms of the stock repurchase program are consistent with the Company’s previous stock repurchase program.

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. Repurchases will be made in open market transactions, including block purchases, conducted in accordance with Rule 10b-18 under the Exchange Act as well as may be made pursuant to trading plans established under Rule 10b5-1 under the Exchange Act, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The stock repurchase program does not obligate the Company to purchase shares and the Company may, in its discretion, begin, suspend or terminate repurchases at any time, without any prior notice.

During the year to date ended June 30, 2025, we repurchased 1.6 million shares of our common stock for $46.1 million at an average price of $28.19 per share and during the year to date ended June 30, 2024, we repurchased 0.4 million shares for $6.8 million at an average price of $17.60. During the quarter ended June 30, 2025, we repurchased 0.7 million shares of our common stock for $20.9 million at an average price of $32.14 per share. During the quarter ended June 30, 2024, the Company did not repurchase any shares of our common stock.

As of June 30, 2025, approximately $1.0 million was available under our authorized stock repurchase program to repurchase outstanding shares of our common stock. Shares of stock repurchased under the program are held as treasury shares. These repurchased shares reduced the weighted average number of shares of common stock outstanding for basic and diluted earnings per share calculations.

13. 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 assuming dilution. Dilutive common shares outstanding is computed using the Treasury Stock Method and reflects the additional 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 and years to date ended June 30, 2025 and 2024 were as follows (shares in thousands):

For the Quarter Ended June 30, For the Year to Date Ended June 30,
2025 2024 2025 2024
Basic common shares outstanding 65,331 65,611 65,504 65,583
Common stock equivalents 1,251 1,466 1,218 1,373
Diluted common shares outstanding 66,582 67,077 66,722 66,956

Certain unexercised stock option awards are excluded from our computations of diluted earnings per share, as these shares were out-of-the-money and their effect would have been anti-dilutive. There were no anti-dilutive options for the quarter and year to date ended June 30, 2025. For the quarter and year to date ended June 30, 2024, less than 0.1 million shares were excluded for each of the periods from the computations of diluted earnings per share.

14. 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 President and Chief Executive Officer. Each segment is comprised of an accredited postsecondary education institution that offers a variety of academic programs.

As of June 30, 2025, our three reporting segments are:

  • Colorado Technical University (CTU) is committed to providing industry-relevant higher education to a diverse student population, including non-traditional adult learners seeking career advancement and the military community. CTU utilizes innovative technology and experienced faculty, enabling the pursuit of academic and professional goals for learners. CTU offers academic programs in the career-oriented disciplines of business and management, nursing, healthcare management, computer science, engineering, information systems and technology, project management, cybersecurity and criminal justice. Students pursue their degrees through fully-online programs, local campuses and blended formats, which combine campus-based and online education. As of June 30, 2025, students enrolled at CTU represented approximately 69% of our total enrollments. Approximately 98% of CTU’s students are enrolled in programs offered fully online. Students at CTU's ground-based campuses take both in-person and virtual classes.

  • The American InterContinental University System (AIUS or AIU System) is committed to providing industry-relevant higher education opportunities for a diverse student population, including non-traditional adult learners and the military community. AIUS places emphasis on the educational, professional and academic growth of each student. AIUS offers academic programs in the career-oriented disciplines of business studies, information technologies, education, behavioral sciences and criminal justice. Students pursue their degrees through fully-online programs, local campuses and blended formats, which combine campus-based and online education. As of June 30, 2025, students enrolled at AIUS represented approximately 23% of our total enrollments. Approximately 98% of AIUS’ students are enrolled in programs offered fully online. Students at AIUS' ground-based campus take both in-person and virtual classes.

  • University of St. Augustine for Health Sciences (USAHS) is dedicated to offering graduate education opportunities in health sciences to a diverse range of students. USAHS focuses on developing professional healthcare practitioners through innovative and personalized classroom, clinical, and distance education opportunities. USAHS offers graduate degrees in health sciences, primarily in physical therapy, occupational therapy, speech-language therapy and nursing, along with continuing education programs and prepares professionals to serve and provide quality medical care to communities across the country. Students pursue their degrees through a network of campuses and through its online programs. As of June 30, 2025, students enrolled at USAHS represented approximately 8% of our total enrollments.

We evaluate segment performance based on operating results, specifically our CODM analyzes segment revenue and operating expenses which are directly attributable to the cost to serve and educate prospective students, when making decisions to allocate resources based on segment performance. Adjustments to reconcile segment results to consolidated results are included under the caption “Corporate and Other,” which primarily includes unallocated corporate activity. Substantially all revenue earned by our reporting segments are generated in the United States of America (“U.S.”) and segment and total assets are substantially held in the U.S. Additionally, interest, net and other miscellaneous (expense) income are not material by segment and are not reviewed by our CODM by segment.

Summary financial information by reporting segment is as follows (dollars in thousands):

For the Quarter Ended June 30,
Revenue Operating Income (Loss)
2025 % of Total 2024 % of Total 2025 2024
CTU $ 117,970 56.3 % $ 112,828 67.7 % $ 46,262 $ 42,890
AIUS 54,723 26.1 % 53,722 32.2 % 12,080 12,926
USAHS (1) 36,697 17.5 % - 0.0 % (1,694 ) -
Corporate and Other 191 0.1 % 190 0.1 % (5,249 ) (9,810 )
Total $ 209,581 100.0 % $ 166,740 100.0 % $ 51,399 $ 46,006
For the Year to Date Ended June 30,
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Revenue Operating Income (Loss)
2025 % of Total 2024 % of Total 2025 2024
CTU $ 237,549 56.2 % $ 226,397 67.6 % $ 92,359 $ 85,046
AIUS 108,782 25.7 % 108,227 32.3 % 23,964 22,212
USAHS (1) 75,880 18.0 % - 0.0 % (2,024 ) -
Corporate and Other 374 0.1 % 380 0.1 % (11,173 ) (14,974 )
Total $ 422,585 100.0 % $ 335,004 100.0 % $ 103,126 $ 92,284
Total Assets as of  (2)
--- --- --- --- ---
June 30, 2025 December 31, 2024
CTU $ 197,529 $ 189,663
AIUS 158,757 150,437
USAHS (1) 345,030 306,552
Corporate and Other 593,071 590,382
Total $ 1,294,387 $ 1,237,034

  • USAHS includes results of operations starting from the acquisition date on December 2, 2024.

  • Total assets are presented on a condensed consolidated basis and do not include intercompany receivable or payable activity between segments and corporate and other.

Significant expense category by reporting segment is as follows (dollars in thousands):

For the Quarter Ended June 30, 2025 For the Quarter Ended June 30, 2024
Significant expense categories CTU AIUS USAHS (1) CTU AIUS USAHS (1)
Academics and student related $ 17,644 $ 10,318 $ 15,978 $ 15,481 $ 10,172 $ -
Advertising and marketing 13,513 9,729 3,798 12,863 10,269 -
Admissions 12,627 8,393 1,330 11,807 8,157 -
Administrative (2) 22,593 9,813 5,659 22,565 8,986 -
Bad debt 2,545 2,635 279 5,000 1,073 -
Depreciation and amortization 2,161 702 7,204 2,148 840 -
All other expenses (3) 625 1,053 4,143 74 1,299 -
For the Year to Date Ended June 30, 2025 For the Year to Date Ended June 30, 2024
Significant expense categories CTU AIUS USAHS (1) CTU AIUS USAHS (1)
Academics and student related $ 33,616 $ 20,618 $ 31,394 $ 32,722 $ 20,122 $ -
Advertising and marketing 27,036 20,185 7,776 26,073 21,298 -
Admissions 25,159 16,940 2,717 23,985 16,869 -
Administrative (2) 45,407 19,254 10,807 43,655 18,944 -
Bad debt 8,419 4,259 340 8,028 4,601 -
Depreciation and amortization 4,297 1,421 16,074 4,238 1,685 -
All other expenses (3) 1,256 2,141 8,796 2,650 2,496 -

_________________________

  • USAHS includes financial information starting from the acquisition date on December 2, 2024.
  • Administrative expense includes allocations from Corporate and Other.
  • All other expenses primarily include occupancy and asset impairment.

15. SUBSEQUENT EVENT

On July 31, 2025, the Board of Directors of the Company approved a stock repurchase program for up to $75.0 million which will commence on July 31, 2025 and expires January 31, 2027. The stock repurchase program replaced the previous stock repurchase program. The other terms of the stock repurchase program are consistent with the Company’s previous stock repurchase program.

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, 2024 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:

•declines in enrollment or interest in our programs or our ability to attract or connect with prospective students;

•our continued compliance with and eligibility to participate in Title IV Programs under the Higher Education Act of 1965, as amended, and the regulations thereunder (including the new 90-10, gainful employment, financial responsibility and administrative capability standards prescribed by the U.S. Department of Education (the “Department”)), as well as applicable accreditation standards and state regulatory requirements;

•the impact of various versions of “borrower defense to repayment” regulations;

•the final outcome of various legal challenges to the Department's loan discharge and forgiveness efforts;

•rulemaking or changing interpretations of existing regulations, guidance or historical practices by the Department or any state or accreditor and increased focus by Congress and governmental agencies on, or increased negative publicity about, for-profit education institutions;

•the impact of any federal budget reconciliation or other legislative process on the availability of current levels of federal student aid or the conditions associated with participating in such aid programs;

•the success of our initiatives to improve student experiences, retention and academic outcomes;

•our continued eligibility to participate in educational assistance programs for key employers, veterans and other military personnel;

•our ability to pay dividends on our common stock and execute our stock repurchase program;

•increased competition;

•the impact of management changes; and

•changes in the overall U.S. economy.

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:

  • Overview
  • Consolidated Results of Operations
  • Segment Results of Operations
  • Summary of Critical Accounting Policies and Estimates
  • Liquidity, Financial Position and Capital Resources

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 degrees 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.

On December 2, 2024, the Company acquired the University of St. Augustine for Health Sciences (the "USAHS acquisition"). Results of operations related to the USAHS acquisition are included in the consolidated financial statements from the date of acquisition.

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, 2024, the for-profit industry is scrutinized by various policymakers, 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.

The November 2024 federal elections resulted in a new President and Congress. We cannot predict the actions that the new Administration or Congress may take or their effect on the higher education sector. The new Congress or Administration may delay, block, modify, or eliminate certain Title IV and other regulations applicable to higher education institutions. In addition, the new Administration may interpret, apply, and enforce Title IV and other regulations in a manner different from current Department guidance and practice. We expect to continue to need to operate nimbly, making necessary changes to the extent possible to comply with new rules or interpretations as well as new interpretations of existing rules.

We encourage you to review Item 1, “Business,” and Item 1A, “Risk Factors,” in our Annual Report on Form 10-K to learn more about our highly regulated industry and related risks and uncertainties, in addition to the MD&A in our 2025 Quarterly Reports on Form 10-Q.

Note Regarding Non-GAAP measures

We believe it is useful to present non-GAAP financial measures which exclude certain 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.

We believe certain non-GAAP measures allow us to compare our current operating results with respective historical periods and with the operational performance of other companies in our industry because it does not give effect to potential differences caused by items we do not consider reflective of underlying operating performance. We believe the items we are adjusting for are operating expenses which are not reflective of our underlying business. In evaluating the use of non-GAAP measures, investors should be aware that in the future we may incur expenses similar to the adjustments presented below. Our presentation of non-GAAP measures should not be construed as an inference that our future results will be unaffected by expenses that are unusual, non-routine or non-recurring. A non-GAAP measure has limitations as an analytical tool, and you should not consider it 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.

2025 Second Quarter Overview

During the second quarter ended June 30, 2025 ("current quarter"), our academic institutions remained focused on furthering their goal of changing lives through education and preparing learners for essential skills needed in today’s job market. CTU and AIUS offer a wide array of career-focused degree programs which help learners thrive in today’s evolving job market, while USAHS prepares professionals to serve communities across the country with quality medical care. The total enrollment growth at our academic institutions during the current quarter reinforced and validated our strategy of prioritizing student experiences and academic outcomes that, we believe, should ultimately support sustainable and responsible growth.

Total student enrollments increased 17.4% at June 30, 2025 as compared to June 30, 2024. CTU's total student enrollments increased 7.4% as compared to the prior year quarter end, primarily supported by high levels of student retention and engagement, growth within the corporate student program and higher levels of prospective student interest. Total student enrollments increased 7.1% at AIUS for the current quarter end as compared to the prior year quarter end, driven by the academic calendar at AIUS that resulted in a higher number of enrollment days in the current quarter as compared to the prior year quarter and underlying organic enrollment growth. Lastly, for USAHS, the summer term which began in May of 2025 had total student enrollments of 4,000 as of the current quarter end. New enrollments for the summer term included growth in programs such as nursing and speech language therapy as well as the introduction of new modalities for the Doctorate of Physical Therapy program. USAHS has a traditional university calendar with three academic terms and multiple campuses for in-person classes in California, Texas and Florida. USAHS continues to expand its program offerings in terms of new modalities and current campus locations, with the goal of maximizing the geographical area they serve while providing students with a wider choice in taking their courses between online instruction and in person instruction at a campus location as well as hybrid options in between.

For the current quarter, our academic institutions experienced increased levels of prospective student interest and we continued to refine our marketing and admissions spending strategies, including 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. We also continued to upgrade and enhance our technology within admissions, enrollment and student support processes to ensure that our teams are well-equipped to guide and support the growing number of students enrolled at one of our academic institutions throughout their education journey. Additionally, we maintained our commitment to training and developing our admissions, enrollment, and student support teams, ensuring they are fully prepared to assist the increasing number of students throughout their educational journey at our academic institutions.

We expect the high levels of student retention and student engagement we experienced through the second quarter of 2025, as well as the prospective student interest experienced, to continue through the remainder of 2025. As a result, full year revenue is expected to be higher for 2025 due to the USAHS acquisition as well as growth in revenue and student enrollments within CTU and AIUS.

Financial Highlights

Revenue for the current quarter increased by 25.7% or $42.8 million as compared to the prior year quarter, primarily due to $36.7 million of revenue from the USAHS acquisition which was completed in December 2024 and therefore did not have comparable results in the prior year quarter. CTU and AIUS also contributed to the increase in revenue due to growth in total student enrollments driven by strong student retention and engagement trends along with increased prospective student interest.

Operating income for the current quarter increased to $51.4 million as compared to operating income of $46.0 million in the prior year quarter, driven by increased operating income within CTU and reduced operating losses within Corporate and Other. The increase in operating income for the current quarter was a result of revenue growth at CTU and lower acquisition-related expenses in Corporate and Other as compared to the prior year quarter.

The Company believes it is useful to present non-GAAP financial measures, which exclude certain non-cash items, as a means to understand the core performance of its operations. (See tables below for a GAAP to non-GAAP reconciliation.) Adjusted operating income was $61.5 million for the current quarter as compared to $49.1 million for the prior year quarter.

Adjusted operating income and adjusted earnings per diluted share for the quarters and years to date ended June 30, 2025 and 2024 is presented below (dollars in thousands, unless otherwise noted):

For the Quarter Ended For the Year to Date Ended
June 30, June 30,
Adjusted Operating Income 2025 2024 2025 2024
Operating income $ 51,399 $ 46,006 $ 103,126 $ 92,284
Depreciation and amortization 10,148 3,069 21,955 6,085
Adjusted Operating Income $ 61,547 $ 49,075 $ 125,081 $ 98,369
For the Quarter Ended For the Year to Date Ended
June 30, June 30,
Adjusted Earnings Per Diluted Share 2025 2024 2025 2024
Reported Earnings Per Diluted Share $ 0.62 $ 0.57 $ 1.27 $ 1.16
Pre-tax adjustments included in operating expenses:
Amortization for acquired intangible assets 0.06 0.02 0.13 0.04
Total pre-tax adjustments $ 0.06 $ 0.02 $ 0.13 $ 0.04
Tax effect of adjustments (1) (0.01 ) - (0.03 ) (0.01 )
Total adjustments after tax 0.05 0.02 0.10 0.03
Adjusted Earnings Per Diluted Share $ 0.67 $ 0.59 $ 1.37 $ 1.19
  • The tax effect of adjustments was calculated by multiplying the pre-tax adjustments with a tax rate of 25%. This tax rate is intended to reflect federal and state taxable jurisdictions as well as the nature of the adjustments.

Recent Legislative Development

On July 4, 2025, President Trump signed into law Public Law No. 119-21 (2025) (the “Act”), nicknamed the “One Big Beautiful Bill,” a multi-faceted reconciliation package that includes changes impacting many areas of government spending. The Act includes a number of changes to federal student aid programs under the Higher Education Act of 1965, as amended (“HEA”), including eliminating and replacing Grad PLUS loans for new graduate and professional students, imposing new annual and lifetime borrowing limits across multiple loan programs, establishing an earnings-based eligibility requirement for federal loans that applies equally to all higher education institutions, and adopting new loan repayment options. The changes generally take effect beginning July 1, 2026, and apply prospectively to new borrowers, however some of the changes will require regulations to be promulgated by the Department. Also, existing students as of the effective date are grandfathered in existing loan programs for up to three years while they complete their existing program of study.

Loan Limits

Under existing law, federal loan limits for undergraduate students are tiered by academic year, with separate ceilings for subsidized and unsubsidized federal Stafford Loans. Graduate and professional students, in turn, may borrow under the Grad PLUS loan program up to the full cost of attendance without regard to any loan limits, subject only to basic credit criteria and the cost of attendance. Parent PLUS loans similarly allowed creditworthy parents to borrow without regard to specific loan limits, provided the amount did not exceed their child’s cost of attendance minus other aid.

For undergraduate students, the Act maintains annual and aggregate borrowing limits, with different limits for dependent and independent students. For graduate and professional students, the Act replaces the Grad PLUS loan program with new higher unsubsidized Direct Stafford loan annual and aggregate loan limits, with both annual and aggregate limits for professional students being higher than for graduate students. The Act also sets a lifetime aggregate loan limit that is inclusive of any undergraduate debt. Parent PLUS loans now include both annual and aggregate loan limits. The Act also provides a lifetime aggregate student loan limit, which applies to all federal student loan borrowers, regardless of academic program or degree level.

While we continue to evaluate the Act, the Company believes that the new federal loan levels are generally sufficient to meet the level of borrowing typical students make while enrolled in our institutions’ programs. Pursuant to the Act’s transition provisions, current graduate and professional students and parents of dependent undergraduate students, who received a federal loan prior to July 1, 2026, may continue borrowing under the prior Grad and Parent PLUS loan programs for up to three additional academic years, or the remainder of the borrower’s expected time to credential, whichever is less, provided the student remains continuously enrolled in

the same program. 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, 2024 for more information.

New Earnings Premium Requirement

The Act introduces a new earnings-based eligibility requirement for federal loan access that applies to all institutions, public, private nonprofit, and for-profit. Under the eligibility requirement, graduates from an institution’s programs other than undergraduate certificate programs must meet or exceed specified earnings thresholds. Programs that do not meet these benchmarks risk losing access to federal student loans only, not grants.

Under the new earnings metric, by program, the Department evaluates the median earnings of graduates who received Title IV federal student aid four years after completion. The calculation includes only those graduates who are actively employed in two of three years and not enrolled in additional postsecondary education. For undergraduate programs, a program fails the test if median earnings for those graduates fall below those of working adults aged 25 to 34 with only a high school diploma or equivalent. For graduate and professional programs, the comparison group is working adults in the same age range whose highest credential is a bachelor’s degree. If a program fails this test in two of the three most recent years for which data is available, it becomes ineligible to participate in federal student loan programs.

The Act includes institutional obligations and several procedural safeguards. The Department is required by the Act to establish a formal appeals process. During the pendency of an appeal, the Secretary may permit the institution to maintain participation in federal financial aid programs. Institutions are required to provide timely warnings to students enrolled in any program that fails to meet the earnings threshold in a given year. For programs that lose eligibility under this framework, institutions may seek to regain access to federal student loans after a period of at least two years. It is anticipated the Department will publish regulations, after completion of a negotiated rulemaking, notice and comment, to fully implement the earnings measure under the Act.

The Company believes that this new universally applied earnings requirement will be less restrictive than the existing gainful employment rules. Although the gainful employment rules remain in place following the passage of the Act, existing legal challenges and the passage of this new universal requirement present potential opportunities for the Department to eliminate it as a redundant program assessment measure. We are continuing to evaluate this new requirement, but as with gainful employment, given the complexity of the rule, lack of availability of the earnings data used to calculate the metrics and lack of formal regulations, we are unable to determine the ultimate impact of this requirement on our business at this time. See Item 1, “Business - Student Financial Aid and Related Federal Regulation – GE and FVT Negotiated Rulemaking,” in our Annual Report on Form 10-K for the year ended December 31, 2024 for more information.

Borrower Defense and Closed School Loan Discharge Relief

The Act delays implementation of the Biden administration regulations on borrower defense to repayment and closed school loan discharges for 10 years, to July 1, 2035, which reinstates the rules promulgated under the first Trump administration. These regulations remain the subject of a legal challenge currently pending with the Supreme Court of the United States. See Item 1, “Business - Student Financial Aid and Related Federal Regulation – Compliance with Federal Regulatory Standards and Effect of Federal Regulatory Violations – ‘Borrower Defense to Repayment’” in our Annual Report on Form 10-K for the year ended December 31, 2024 for more information.

Streamlined Loan Repayment Programs

The Act consolidates federal student loan repayment options, reducing them to two primary plans starting July 1, 2026: a standard repayment plan where borrowers make fixed payments with terms ranging from 10 to 25 years based on amount borrowed, and a new income-driven Repayment Assistance Plan (“RAP”) that offers loan forgiveness after 30 years. Existing income-driven repayment plans will be phased out by July 2026, requiring both new and existing borrowers to transition to the new repayment structure. These changes may affect students’ ability to manage loan repayment and could influence enrollment decisions, particularly among non-traditional and graduate students.

The ultimate impact of the Act on our business, financial condition, and results of operations will depend on the final implementing regulations and the responses of our current and prospective students and other stakeholders.

Regulatory Update

On July 24, 2025, the Department announced its intent to establish two negotiated rulemaking committees scheduled to meet this fall. One committee will consider changes to the Federal student loan programs and the other committee will consider changes to institutional and programmatic accountability, including the Pell Grant Program and other changes. This rulemaking is necessary to implement the statutory changes to the Title IV, HEA programs included in the Act, as well as to implement other Administration priorities. We believe the negotiated rulemaking will also include discussion of the current gainful employment and financial value transparency regulations that overlap with requirements under the Act's earnings premium provisions. While the Secretary has

authority to early implement aspects of new regulations that do not adversely affect regulated entities, under the Administrative Procedure Act's master calendar provisions, any new regulations would generally not become effective until July 1, 2027 if final regulations are published in the federal register on or before November 1, 2026.

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 and years to date ended June 30, 2025 and 2024 (dollars in thousands):

For the Quarter Ended June 30, For the Year to Date Ended June 30,
2025 % of Total Revenue 2024 % of Total Revenue 2025 vs 2024 % Change 2025 % of Total Revenue 2024 % of Total Revenue 2025 vs 2024 % Change
TOTAL REVENUE $ 209,581 $ 166,740 25.7 % $ 422,585 $ 335,004 26.1 %
OPERATING EXPENSES
Educational services and facilities (1) 50,241 24.0 % 27,516 16.5 % 82.6 % 98,783 23.4 % 57,374 17.1 % 72.2 %
General and administrative: (2)
Advertising and marketing 27,039 12.9 % 23,132 13.9 % 16.9 % 54,997 13.0 % 47,371 14.1 % 16.1 %
Admissions 22,351 10.7 % 19,964 12.0 % 12.0 % 44,816 10.6 % 40,854 12.2 % 9.7 %
Administrative 42,946 20.5 % 40,140 24.1 % 7.0 % 85,893 20.3 % 75,937 22.7 % 13.1 %
Bad debt 5,457 2.6 % 6,075 3.6 % -10.2 % 13,015 3.1 % 12,631 3.8 % 3.0 %
Total general and administrative expense 97,793 46.7 % 89,311 53.6 % 9.5 % 198,721 47.0 % 176,793 52.8 % 12.4 %
Depreciation and amortization 10,148 4.8 % 3,069 1.8 % 230.7 % 21,955 5.2 % 6,085 1.8 % 260.8 %
Asset impairment - 0.0 % 838 0.5 % NM - 0.0 % 2,468 0.7 % NM
OPERATING INCOME 51,399 24.5 % 46,006 27.6 % 11.7 % 103,126 24.4 % 92,284 27.5 % 11.7 %
PRETAX INCOME 56,238 26.8 % 53,014 31.8 % 6.1 % 112,743 26.7 % 105,865 31.6 % 6.5 %
PROVISION FOR INCOME TAXES 15,210 7.3 % 14,585 8.7 % 4.3 % 28,027 6.6 % 27,994 8.4 % 0.1 %
Effective tax rate 27.0 % 27.5 % 24.9 % 26.4 %
NET INCOME $ 41,028 19.6 % $ 38,429 23.0 % 6.8 % $ 84,716 20.0 % $ 77,871 23.2 % 8.8 %
  • Educational services and facilities expense includes costs attributable to the educational activities of our campuses, including: salaries and benefits of faculty, academic administrators and student support personnel, costs of educational supplies and other goods and services, including costs of textbooks and laptops, and rents on leased campus and administrative facilities.
  • General and administrative expense includes operating expenses associated with corporate and campus administration, marketing, admissions, information technology, financial aid, accounting, human resources, legal and compliance. Other expenses within this expense category include costs of advertising and production of marketing materials and bad debt expense.

Revenue

The current quarter and year to date revenue increased by 25.7% or $42.8 million and 26.1% or $87.6 million, respectively, as compared to the prior year periods. The increase was primarily driven by the acquisition of USAHS completed in December 2024 that was not part of the comparative prior year periods as well as increases in revenue for both the current quarter and year to date at both CTU and AIUS.

Educational Services and Facilities Expense (dollars in thousands)

For the Quarter Ended June 30, For the Year to Date Ended June 30,
2025 2024 2025 vs 2024 % Change 2025 2024 2025 vs 2024 % Change
Educational services and facilities:
Academics & student related $ 44,338 $ 26,055 70.2% $ 86,421 $ 53,666 61.0%
Occupancy 5,903 1,461 304.0% 12,362 3,708 233.4%
Total educational services and facilities $ 50,241 $ 27,516 82.6% $ 98,783 $ 57,374 72.2%

The educational services and facilities expense for the current quarter and year to date increased by 82.6% or $22.7 million and 72.2% or $41.4 million, respectively, as compared to the prior year periods. The increase was primarily due to a full quarter of expenses related to the USAHS acquisition as compared to no expenses in the prior year periods for USAHS.

General and Administrative Expense (dollars in thousands)

For the Quarter Ended June 30, For the Year to Date Ended June 30,
2025 2024 2025 vs 2024 % Change 2025 2024 2025 vs 2024 % Change
General and administrative:
Advertising and marketing $ 27,039 $ 23,132 16.9% $ 54,997 $ 47,371 16.1%
Admissions 22,351 19,964 12.0% 44,816 40,854 9.7%
Administrative 42,946 40,140 7.0% 85,893 75,937 13.1%
Bad debt 5,457 6,075 -10.2% 13,015 12,631 3.0%
Total general and administrative expense $ 97,793 $ 89,311 9.5% $ 198,721 $ 176,793 12.4%

The general and administrative expense for the current quarter and year to date increased by 9.5% or $8.5 million and 12.4% or $21.9 million, respectively, as compared to the prior year periods. The increase was primarily due to a full quarter of expenses related to the USAHS acquisition as compared to no expenses in the prior year quarter.

Advertising and marketing expense for the current quarter and year to date increased by 16.9% or $3.9 million and 16.1% or $7.6 million, respectively, as compared to the prior year periods. Excluding USAHS expenses, advertising expenses would have remained relatively flat as compared to the prior year periods.

Admissions expense for the current quarter and year to date increased by 12.0% or $2.4 million and 9.7% or $4.0 million, respectively, as compared to the prior year periods. Excluding USAHS expenses, admissions expenses would have increased 5.3% or $1.1 million and 3.0% or $1.2 million, respectively, as compared to the prior year periods.

The administrative expense for the current quarter and year to date increased by 7.0% or $2.8 million and 13.1% or $10.0 million, respectively, as compared to the prior year periods. Excluding USAHS expenses, administrative expenses would have decreased 7.1% or $2.9 million for the current quarter as compared to the prior year period, and remained relatively flat for the year to date as compared to the prior year period.

Bad debt expense incurred by each of our segments during the quarters and years to date ended June 30, 2025 and 2024 was as follows (dollars in thousands):

For the Quarter Ended June 30, For the Year to Date Ended June 30,
2025 % of<br>Segment<br>Revenue 2024 % of<br>Segment<br>Revenue 2025 vs 2024 % Change 2025 % of<br>Segment<br>Revenue 2024 % of<br>Segment<br>Revenue 2025 vs 2024 % Change
Bad debt expense:
CTU $ 2,545 2.2 % $ 5,000 4.4 % -49.1 % $ 8,419 3.5 % $ 8,028 3.5 % 4.9 %
AIUS 2,635 4.8 % 1,073 2.0 % 145.6 % 4,259 3.9 % 4,601 4.3 % -7.4 %
USAHS (1) 279 0.8 % - NA NM 340 0.4 % - NA NM
Corporate and Other (2 ) NM 2 NM NM (3 ) NM 2 NM NM
Total bad debt expense $ 5,457 2.6 % $ 6,075 3.6 % -10.2 % $ 13,015 3.1 % $ 12,631 3.8 % 3.0 %

________________

(1) USAHS includes results of operations starting from the acquisition date on December 2, 2024.

Bad debt expense for the current quarter decreased by 10.2% or $0.6 million and increased by 3.0% or $0.4 million for the current year to date, as compared to the prior year periods. The improvement in the current quarter was primarily driven by CTU, fully offsetting an increase at AIUS and expense associated with the USAHS acquisition. The year to date increase was primarily due to a full quarter of USAHS expense, compared to none in the prior year period.

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

Depreciation and amortization expense for the current quarter and year to date increased by $7.1 million and $15.9 million as compared to the prior year periods, driven by the USAHS acquisition, which includes amortization for definite-lived intangible assets as well as amortization related to finance leases for ground-based campuses.

Operating Income

Operating income for the current quarter and year to date increased by 11.7% or $5.4 million and 11.7% or $10.8 million as compared to the prior year periods. This improvement was primarily driven by increased revenue, which more than offset the increases in operating expenses, as compared to the prior year periods.

Provision for Income Taxes

For the quarter and year to date ended June 30, 2025, we recorded a provision for income taxes of $15.2 million reflecting an effective tax rate of 27.0% and $28.0 million reflecting an effective tax rate of 24.9%, respectively, as compared to a provision for income taxes of $14.6 million reflecting an effective tax rate of 27.5% and $28.0 million reflecting an effective tax rate of 26.4% for the respective prior year periods. The effective tax rate for the current quarter and year to date was benefitted by the tax effect of stock-based compensation, which decreased the effective tax rate for the quarter and year to date by 0.3% and 2.9%, respectively. The effective tax rate for the current quarter and year to date also includes the release of previously recorded tax reserves, which decreased the effective tax rate by 1.7% and 1.5%, respectively. The effective tax rate for the prior year quarter and year to date includes release of previously recorded tax reserves, which reduced the effective tax rate by 1.2% and 1.3%, respectively.

For the full year 2025, we expect our effective tax rate to be between 26.0% and 26.5%.

SEGMENT RESULTS OF OPERATIONS

The following tables present unaudited segment results for the reported periods (dollars in thousands):

For the Quarter Ended June 30,
REVENUE OPERATING INCOME (LOSS) OPERATING MARGIN
2025 2024 % Change 2025 2024 % Change 2025 2024
REVENUE:
CTU $ 117,970 $ 112,828 4.6 % $ 46,262 $ 42,890 7.9 % 39.2 % 38.0 %
AIUS 54,723 53,722 1.9 % 12,080 12,926 -6.5 % 22.1 % 24.1 %
USAHS (1) 36,697 - NM (1,694 ) - NM -4.6 % NA
Corporate and other 191 190 0.5 % (5,249 ) (9,810 ) 46.5 % NM NM
Total $ 209,581 $ 166,740 25.7 % $ 51,399 $ 46,006 11.7 % 24.5 % 27.6 %
For the Year to Date Ended June 30,
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
REVENUE OPERATING INCOME (LOSS) OPERATING MARGIN
2025 2024 % Change 2025 2024 % Change 2025 2024
REVENUE:
CTU $ 237,549 $ 226,397 4.9 % $ 92,359 $ 85,046 8.6 % 38.9 % 37.6 %
AIUS 108,782 108,227 0.5 % 23,964 22,212 7.9 % 22.0 % 20.5 %
USAHS (1) 75,880 - NM (2,024 ) - NM -2.7 % NA
Corporate and other 374 380 -1.6 % (11,173 ) (14,974 ) 25.4 % NM NM
Total $ 422,585 $ 335,004 26.1 % $ 103,126 $ 92,284 11.7 % 24.4 % 27.5 %

________________

(1) USAHS includes results of operations beginning on the acquisition date of December 2, 2024. Operating loss for the current quarter and year to date includes $7.2 million and $16.1 million, respectively, of depreciation and amortization expense associated with acquired tangible and intangible assets as well as finance leases.

TOTAL STUDENT ENROLLMENTS
As of June 30,
2025 2024 % Change
CTU 31,900 29,700 7.4 %
AIUS 10,600 9,900 7.1 %
USAHS (1) 4,000 - NM
Total 46,500 39,600 17.4 %

______________

(1) Perdoceo completed the acquisition of USAHS on December 2, 2024.

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 and year to date revenue increased by 4.6% or $5.1 million and 4.9% or $11.2 million, respectively, as compared to the prior year periods. The increase was driven by total student enrollment growth of 7.4% at June 30, 2025 as compared to the prior year quarter end. CTU's total student enrollment growth was supported by high levels of student retention and engagement, growth in the corporate student program and higher levels of prospective student interest.

Current quarter and year to date operating income for CTU increased by 7.9% or $3.4 million and 8.6% or $7.3 million, respectively, as compared to the prior year periods driven by the increase in revenue discussed above, which more than offset increased operating expenses.

AIUS. Current quarter and year to date revenue increased slightly by 1.9% or $1.0 million and 0.5% or $0.6 million, respectively, as compared to the prior year periods. The increase was driven by total student enrollment growth of 7.1% at June 30, 2025 as compared to the prior year quarter end. The increase in total student enrollments was driven by the academic calendar at AIUS that resulted in a higher number of enrollment days in the quarter as compared to prior year quarter and underlying organic enrollment growth.

Current quarter operating income for AIUS decreased by 6.5% or $0.8 million as compared to the prior year quarter, primarily driven by a non-recurring expense benefit recorded in the prior year quarter. The year to date operating income for AIUS increased by 7.9% or $1.8 million as compared to the prior year period, primarily driven by lower operating expenses as compared to the prior year period.

USAHS. Revenue for the current quarter and year to date was approximately $36.7 million and $75.9 million, respectively. USAHS reported operating losses of approximately $1.7 million for the current quarter and $2.0 million for the current year to date. These losses were primarily driven by $7.2 million and $16.1 million, for the current quarter and year to date, respectively, in depreciation and amortization expenses related to acquired tangible and intangible assets, as well as finance leases.

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 and year to date improved by 46.5% or $4.6 million and 25.4% or $3.8 million, respectively, as compared to the prior year periods, primarily due to lower acquisition-related costs in both the current quarter and year to date as compared to the prior year periods.

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, 2024. Note 2 “Summary of Significant Accounting Policies” of the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 also includes a discussion of these and other significant accounting policies.

LIQUIDITY, FINANCIAL POSITION AND CAPITAL RESOURCES

As of June 30, 2025, cash, cash equivalents, restricted cash and available-for-sale short-term investments (“cash balances”) totaled $659.6 million. Restricted cash as of June 30, 2025 was $21.6 million and primarily related to a letter of credit USAHS is required to maintain with the Department of Education. 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 2025. 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 and quarterly dividend 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 enhancing the academic value of our institutions.

On July 31, 2025, the Board of Directors of the Company approved a new stock repurchase program for up to $75.0 million which will commence on July 31, 2025 and expires January 31, 2027. The new stock repurchase program replaced the previous stock repurchase program approved on February 20, 2024. 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 program 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.

On July 31, 2025 the Board of Directors declared a quarterly dividend of $0.15 per share, which will be paid on September 12, 2025 for holders of record of common stock as of September 2, 2025. This marks a 15.4% increase in the quarterly dividend, the second such increase since dividends commenced in 2023. Any decision to pay future cash dividends, however, will be made by the board of directors and depend on the Company’s available retained earnings, financial condition and other relevant factors. The Company expects quarterly dividend payments to be an integral and growing part of its balanced capital allocation strategy that also prioritizes investments in student support and technology projects, while also evaluating acquisitions and share repurchases.

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, 2024.

Sources and Uses of Cash

Operating Cash Flows

During the years to date ended June 30, 2025 and 2024, net cash flows provided by operating activities totaled $143.9 million and $93.0 million, respectively. The increase in net cash flows from operating activities for the current quarter was primarily 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, 2024.

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 years to date ended June 30, 2025 and 2024, net cash flows used in investing activities totaled $7.3 million and $60.1 million, respectively.

Purchases and Sales of Available-for-Sale Investments. Purchases and sales of available-for-sale investments resulted in a net cash outflow of $3.6 million and $58.1 million for the years to date ended June 30, 2025 and 2024, respectively.

Capital Expenditures. Capital expenditures increased to $4.5 million for the year to date ended June 30, 2025 as compared to $2.0 million for the year to date ended June 30, 2024. For the full year 2025, we expect capital expenditures to be approximately 1.5% of revenue.

Business Acquisition. The Company received a working capital true up of $0.8 million in relation to the USAHS acquisition during the year to date ended June 30, 2025.

Financing Cash Flows

During the years to date ended June 30, 2025 and 2024, net cash flows used in financing activities totaled $74.7 million and $23.0 million, respectively. Payments to repurchase shares of our common stock were $46.1 million for the year to date ended June 30, 2025 and $6.8 million for the year to date ended June 30, 2024.

Payments of employee tax associated with stock compensation. Payments of employee tax associated with stock compensation were $7.5 million and $3.4 million for the years to date ended June 30, 2025 and 2024, respectively.

Payments of cash dividends and dividend equivalents. During the years to date ended June 30, 2025 and 2024, the Company made dividend and dividend equivalent payments of $17.7 million and $14.6 million, respectively.

Principal payments for finance leases and failed sale leaseback. During the year to date ended June 30, 2025, the Company made payments of $2.9 million for finance leases and a failed sale leaseback, both related to USAHS.

Earnout payments related to business acquisition. During the year to date ended June 30, 2025, the Company made cash earnout payments of $1.8 million related to the Coding Dojo acquisition.

Changes in Financial Position

Selected condensed consolidated balance sheet account changes from December 31, 2024 to June 30, 2025 were as follows (dollars in thousands):

June 30, December 31,
2025 2024 % Change
ASSETS
CURRENT ASSETS:
Student receivables, net 33,228 22,807 46 %
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued expenses - other 15,785 21,239 -26 %
Deferred revenue 81,699 36,740 122 %
NON-CURRENT LIABILITIES:
Sale lease-back financing 56,766 - NA
Construction financing - 56,500 -100 %

Student receivables, net: The increase is driven by timing of student billings for academic terms at our universities.

Accrued expenses - other: The decrease primarily relates to cash and stock earnout payments for a previous acquisition.

Deferred revenue: The increase in deferred revenue is driven by timing of academic terms and related student billings.

Sale lease-back financing. The increase in sale lease-back financing liability is primarily due to the recategorization of construction financing upon lease commencement due to a failed sale leaseback transaction.

Construction financing. The decrease in construction financing liability is primarily due to the recategorization of sale leaseback upon lease commencement.

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 June 30, 2025, a 100 basis

point increase or decrease in average interest rates applicable to our investments or borrowings would not have a material impact on our future earnings, fair values or cash flows.

Our financial instruments are recorded at their fair values as of June 30, 2025 and December 31, 2024. 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 June 30, 2025, 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) 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 June 30, 2025 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.

Greg Jansen, Senior Vice President, General Counsel and Corporate Secretary, entered into a pre-arranged stock trading plan on May 9, 2025. Mr. Jansen's plan provides for the sale between August 8, 2025 and January 9, 2026, of up to 30,234 shares of the Company's common stock owned by Mr. Jansen.

Todd Nelson, President and Chief Executive Officer, entered into a pre-arranged stock trading plan on May 29, 2025. Mr. Nelson's plan provides for the sale between September 15, 2025 and April 30, 2026 of up to 291,346 shares of the Company's common stock owned by Mr. Nelson, and all net vested performance-based restricted stock (“PSUs”) held by Mr. Nelson upon the vesting of these PSUs on March 14, 2026.

Each of the trading plans was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and the Company's policies regarding transactions in Company securities.

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.

INDEX TO EXHIBITS
Exhibit Number Exhibit Incorporated by Reference to:
+31.1 Certification of CEO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
+31.2 Certification of CFO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
+32.1 Certification of CEO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002
+32.2 Certification of CFO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002
+101.INS 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
+101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document
+104 The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL (included in Exhibit 101)
____
* Management contract or compensatory plan or arrangement required to be filed as an Exhibit to this Form 10-Q
+Filed herewith.

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.

PERDOCEO EDUCATION CORPORATION
Date: July 31, 2025 By: /s/ TODD S. NELSON
Todd S. Nelson<br><br>President and Chief Executive Officer<br><br>(Principal Executive Officer)
Date: July 31, 2025 By: /s/ ASHISH R. GHIA
Ashish R. Ghia<br><br>Senior Vice President and Chief Financial Officer<br><br>(Principal Financial Officer)

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Todd S. Nelson, President and Chief Executive Officer of Perdoceo Education Corporation, certify that:

  • I have reviewed this Quarterly Report on Form 10-Q of Perdoceo Education Corporation;
  • Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
  • Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
  • The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-(f)) for the registrant and have:
  • Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  • Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  • Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  • Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
  • The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
  • All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
  • Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2025

/s/ TODD S. NELSON
Todd S. Nelson
President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Ashish R. Ghia, Senior Vice President and Chief Financial Officer of Perdoceo Education Corporation, certify that:

  • I have reviewed this Quarterly Report on Form 10-Q of Perdoceo Education Corporation;
  • Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
  • Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
  • The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-(f)) for the registrant and have:
  • Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  • Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  • Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  • Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
  • The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
  • All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
  • Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2025

/s/ ASHISH R. GHIA
Ashish R. Ghia
Senior Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Perdoceo Education Corporation (the “Company”) for the quarter ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Todd S. Nelson, President and Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

  • the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
  • the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ TODD S. NELSON
Todd S. Nelson
President and Chief Executive Officer

July 31, 2025

This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Perdoceo Education Corporation (the “Company”) for the quarter ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ashish R. Ghia, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

  • the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
  • the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ ASHISH R. GHIA
Ashish R. Ghia
Senior Vice President and Chief Financial Officer

July 31, 2025

This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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