PXED 8-K
Phoenix Education Partners, Inc. (PXED)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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.
1
Item 2.02 Results of Operations and Financial Condition.
On January 13, 2026, Phoenix Education Partners, Inc. (the “Company”) issued a press release reporting financial results for the three months ended November 30, 2025. A copy of the Company’s press release is furnished herewith as Exhibit 99.1 and is incorporated in this report by reference. The Company has scheduled a webcast for 3:00 p.m. MST (5:00 p.m. ET) on January 13, 2026, to discuss its financial results.
The information contained in this Item 2.02, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
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Description |
99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 hereunto duly authorized.
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Phoenix Education Partners, Inc. |
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Date: |
January 13, 2026 |
By: |
/s/ Blair Westblom |
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Blair Westblom |
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Exhibit 99.1 |
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News Release |
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Phoenix Education Partners, Inc. Reports First Quarter Fiscal Year 2026 Results
Phoenix, January 13, 2026 – Phoenix Education Partners, Inc. (NYSE: PXED) (the “Company” or “Phoenix Education Partners”), the parent company of The University of Phoenix, Inc. (the “University”), today reported financial results for the three months ended November 30, 2025, with first quarter revenue of $262.0 million.
“Guided by our mission to serve working adults through skills-aligned, career-relevant education, we continue to build momentum across the University,” said Chris Lynne, Chief Executive Officer of Phoenix Education Partners and President of the University. “Our first quarter results reflect continued strong retention and enrollment growth as we provide flexible, career-relevant programs for busy adult learners. We remain focused on deepening employer alliances, enhancing the student experience and outcomes, and delivering high-quality, affordable offerings that help students advance their educational and professional goals.”
First Quarter 2026 Results of Operations
Phoenix Education Partners reported net revenue for first quarter 2026 of $262.0 million, compared to $254.7 million for first quarter 2025. In first quarter 2026, the University’s Average Total Degreed Enrollment1 was 85,600, compared to 82,200 for first quarter 2025. Net Income attributable to Phoenix Education Partners for first quarter 2026 was $15.5 million, or $0.40 diluted earnings per share, compared to $46.4 million, or $1.23 diluted earnings per share, for first quarter 2025. The decrease in net income attributable to Phoenix Education Partners was primarily due to expense, including share-based compensation, that resulted from our initial public offering (“IPO”) (see sections “Initial Public Offering” and “Reconciliation of GAAP Financial Information to Non-GAAP Financial Information” for additional information).
Adjusted EBITDA was $75.2 million for first quarter 2026, compared to $70.1 million for first quarter 2025, and adjusted diluted earnings per share was $1.38 for the first quarter 2026, compared to $1.35 for first quarter 2025.2
1.“Average Total Degreed Enrollment” represents the aggregate of monthly Total Degreed Enrollment during a specified period divided by the number of months in the period. We define “Total Degreed Enrollment” as the number of confirmed students (both new and continuing) enrolled in credit-bearing courses who post attendance at least one time during a calendar month (even if they withdraw later in the same month), excluding students who graduated as of the end of such month.
2 Adjusted EBITDA and adjusted earnings per share are non-GAAP measures. For more information on non-GAAP measures used in this press release and a reconciliation of our GAAP information to our non-GAAP information, refer to the sections titled “Use of Non-GAAP Financial Information” and “Reconciliation of GAAP Financial Information to Non-GAAP Financial Information.”
1
Common Stock Cash Dividend
The Company announced today that its Board of Directors approved a regular, quarterly common stock cash dividend of $0.21 per share, payable on February 18, 2026 to stockholders of record as of January 28, 2026, and holders of certain share-based awards as of the same date.
Balance Sheet, Cash Flow and Liquidity
As of November 30, 2025, the Company’s cash and cash equivalents (including restricted cash and cash equivalents) and marketable securities (including current and noncurrent marketable securities) totaled $218.1 million, compared to $194.8 million as of August 31, 2025. The increase was primarily attributable to $31.1 million of cash generated by operating activities, which was partially offset by $4.7 million of capital expenditures.
On November 13, 2025, the Company entered into a senior secured revolving credit facility in an aggregate principal amount of $100.0 million that is available as a source of liquidity for Phoenix Education Partners and its subsidiaries and matures on November 13, 2030. As of November 30, 2025, the Company had no outstanding debt under the credit facility or otherwise.
Initial Public Offering
On October 10, 2025, Phoenix Education Partners completed an IPO of 4.9 million shares of common stock at a price of $32.00 per share, which included 0.6 million shares sold to the underwriters pursuant to their option to purchase additional shares. The shares were offered by certain of the Company’s existing shareholders and, accordingly, the Company did not receive any proceeds from the sale of shares associated with the offering. In connection with the IPO, on October 7, 2025, AP VIII Queso Holdings, L.P. converted into a Delaware corporation pursuant to a statutory conversion and changed its name to Phoenix Education Partners, Inc.
As reflected in the financial tables of this press release, we have applied retrospective presentation to our earnings per share for all periods presented such that weighted average shares outstanding reflects certain equity conversions resulting from the IPO.
Business Outlook
For fiscal year 2026, the Company expects net revenue to be in the range of $1,025.0 million to $1,035.0 million. Adjusted EBITDA for the same period is expected to range between $244.0 million and $249.0 million.
Conference Call Information
Phoenix Education Partners will host a conference call to discuss its financial results for the first quarter fiscal year 2026, today at 3:00 p.m. Mountain Standard Time (5:00 p.m. Eastern Time). The call can be accessed by webcast on the Phoenix Education Partners website at www.phoenixeducationpartners.com. Please register in the Investor Relations section of the site 15 minutes prior to the call. The call can also be accessed by dialing (800) 715-9871 (domestic) or +1 (646) 307-1963 (toll), using conference ID: 8113013. The webcast will be archived for 30 days and the call replay for seven days. To access the replay, dial (800) 770-2030 (domestic) or +1 (609) 800-9909 (toll), using conference 8113013, or visit the Investor Relations Section of the Phoenix Education Partners website.
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About Phoenix Education Partners, Inc.
Phoenix Education Partners, Inc. is the parent company of The University of Phoenix, Inc., a pioneer in online education for working adults. Founded in 1976, University of Phoenix provides access to higher education opportunities that enable students to develop the knowledge and skills necessary to achieve their professional goals, improve the performance of their organizations and provide leadership and service to their communities.
Use of Non-GAAP Financial Information
The Company’s non-GAAP financial measures are intended to supplement, but not be a substitute for, financial measures prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Management uses, and chooses to disclose to investors, these non-GAAP financial measures because: (i) such measures provide an additional analytical tool to clarify the Company’s results from operations and help to identify underlying trends in its results of operations; (ii) as to the non-GAAP earnings measures, such measures help compare the Company’s performance on a consistent basis across time periods; and (iii) these non-GAAP measures are employed by the Company’s management in its own evaluation of performance and are utilized in financial and operational decision-making processes, such as budgeting and forecasting. Exclusion of items in the non-GAAP presentation should not be construed as an inference that these items are unusual, infrequent or non-recurring. Other companies, including other companies in the education industry, may calculate non-GAAP financial measures differently, limiting their usefulness as a comparative measure across companies.
Adjusted net income attributable to Phoenix Education Partners. We define adjusted net income attributable to Phoenix Education Partners as net income attributable to the Company, adjusted to eliminate the impact of restructuring lease expense, strategic alternatives expense, cybersecurity incident expense, impairment charges and asset disposal losses, litigation charges and regulatory expense, non-cash share-based compensation expense, certain tax effects and other items.1
Adjusted EBITDA. We define adjusted EBITDA as net income attributable to the Company, adjusted to eliminate the impact of restructuring lease expense, strategic alternatives expense, cybersecurity incident expense, impairment charges and asset disposal losses, litigation charges and regulatory expense, non-cash share-based compensation expense, depreciation and amortization, interest income, net of interest expense, provision for income taxes and certain other items.3
Adjusted earnings per share. We define adjusted earnings per share as adjusted net income attributable to Phoenix Education Partners divided by basic or diluted shares, as applicable, used in computing earnings per share.
Adjusted EBITDA margin. We define adjusted EBITDA margin as adjusted EBITDA divided by net revenue, expressed as a percentage.
Included in the sections that follow are reconciliations between the non-GAAP financial measures and the most directly comparable GAAP measures.
1 For our first quarter of 2026, we changed our definition of this measure to start with “Net income attributable to Phoenix Education Partners” instead of “Net income” and began excluding expenses incurred related to our cybersecurity incident, which we do not believe are representative of our ongoing operations. We have retrospectively changed this measure for all periods presented to conform with our new definition.
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With respect to Adjusted EBITDA for 2026, we are not able to reconcile this forward-looking non-GAAP financial measure to the most directly comparable GAAP measure without unreasonable efforts because we are unable to predict the ultimate outcome of certain items, including but not limited to potential expenses associated with our cybersecurity incident and our provision for income taxes, which could have a significant impact on our future GAAP results.
Forward-Looking Statements
This press release contains, and oral statements made from time to time by representatives of the Company may contain, forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts contained in this press release, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. The forward-looking statements could relate to the following, among other things: our strategy, outlook and growth prospects; our operational and financial targets and dividend policy; general economic trends and trends in the industry and markets; and the competitive environment in which we operate.
These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Important factors that could cause our results to vary from expectations include, but are not limited to: our ability to comply with the extensive regulatory requirements for our business, and the impact of a failure to comply with applicable regulations or regulatory requirements, standards or policies, which could subject us to significant monetary liabilities, fines and penalties, including loss of or limitations upon access to U.S. federal student loans, grants and military program benefits for our students, and otherwise have a material adverse impact on our business; shifts in higher education policy at the federal and state levels; our ability to maintain our institutional accreditation and our eligibility to participate in Title IV programs; our ability to enroll and retain students; our ability to adapt to changing market needs or new technologies; our ability to maintain existing, and develop additional, business-to-business relationships with employers; our ability to attract or retain a qualified senior management team and qualified faculty members; the impact of compliance reviews, claims, or litigation that government agencies, regulatory agencies, and third parties may conduct, bring or initiate against us based on alleged violations of the extensive regulatory requirements applicable to us; our ability to establish, maintain, protect and enforce our intellectual property and proprietary rights and prevent third parties from making unauthorized use of such rights; liability associated with any failure to comply with data privacy and data security laws and the unauthorized access, duplication, distribution or other use of confidential or personal information; additional tax liabilities; our ability to pay dividends on our common stock or the timing or amount of any such dividends; and other risk factors identified in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
These forward-looking statements are based on assumptions and subject to risks and uncertainties. Given these uncertainties, undue reliance should not be placed on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this press release and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this press
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release. We anticipate that subsequent events and developments will cause our views to change. This press release should be read completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements.
Investor Relations Contact:
Beth Coronelli
Media Contact:
Andrea Smiley
5
PHOENIX EDUCATION PARTNERS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(Unaudited)
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Three Months Ended |
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(In thousands, except per share data) |
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2025 |
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2024 |
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Net revenue |
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$ |
262,027 |
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$ |
254,692 |
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Costs and expenses: |
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Instructional and support |
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115,248 |
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108,123 |
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General and administrative |
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106,557 |
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81,955 |
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Strategic alternatives, restructuring and other |
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14,628 |
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4,946 |
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Total costs and expenses |
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236,433 |
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195,024 |
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Operating income |
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25,594 |
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59,668 |
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Interest income |
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1,761 |
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3,858 |
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Interest expense |
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(215 |
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(114 |
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Income before income taxes |
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27,140 |
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63,412 |
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Provision for income taxes |
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11,662 |
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16,294 |
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Net income |
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15,478 |
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47,118 |
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Net income attributable to noncontrolling interests |
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(24 |
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(702 |
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Net income attributable to Phoenix Education Partners, Inc. |
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$ |
15,454 |
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$ |
46,416 |
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Earnings per share:(1) |
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Basic |
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$ |
0.43 |
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$ |
1.31 |
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Diluted |
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$ |
0.40 |
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$ |
1.23 |
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Shares used in computing earnings per share: |
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Basic |
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35,650 |
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35,505 |
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Diluted |
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38,891 |
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37,630 |
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6
PHOENIX EDUCATION PARTNERS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
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As of |
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($ in thousands) |
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November 30, 2025 |
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August 31, 2025 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
151,285 |
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$ |
136,504 |
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Restricted cash and cash equivalents |
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39,739 |
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36,497 |
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Marketable securities |
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12,191 |
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9,005 |
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Accounts receivable, net |
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82,558 |
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58,957 |
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Prepaid income taxes |
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2,361 |
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3,160 |
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Other current assets |
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27,744 |
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21,827 |
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Total current assets |
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315,878 |
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265,950 |
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Marketable securities |
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14,891 |
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12,803 |
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Property and equipment, net |
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38,713 |
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38,846 |
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Goodwill |
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3,732 |
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3,732 |
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Intangible assets, net |
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86,634 |
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87,294 |
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Operating lease right-of-use assets, net |
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40,131 |
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41,920 |
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Deferred income taxes, net |
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22,284 |
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20,566 |
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Other assets |
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27,309 |
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22,451 |
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Total assets |
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$ |
549,572 |
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$ |
493,562 |
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LIABILITIES AND EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
24,332 |
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$ |
25,696 |
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Accrued compensation and benefits |
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18,371 |
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28,534 |
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Student deposits |
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7,624 |
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11,049 |
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Deferred revenue |
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61,120 |
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37,210 |
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Current operating lease liabilities |
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9,241 |
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8,948 |
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Other current liabilities |
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47,282 |
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50,608 |
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Total current liabilities |
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167,970 |
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162,045 |
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Long-term operating lease liabilities |
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61,604 |
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64,352 |
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Other long-term liabilities |
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36,841 |
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27,110 |
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Total liabilities |
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266,415 |
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253,507 |
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Commitments and contingencies |
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Equity: |
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General partner |
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— |
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— |
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Limited partners |
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— |
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246,735 |
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Preferred Stock |
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— |
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— |
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Common Stock |
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357 |
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— |
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Additional paid-in capital |
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264,516 |
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— |
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Retained earnings |
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15,454 |
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— |
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Accumulated other comprehensive income, net |
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81 |
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39 |
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Total Phoenix Education Partners, Inc. equity |
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280,408 |
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246,774 |
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Noncontrolling interests |
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2,749 |
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(6,719 |
) |
Total equity |
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283,157 |
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|
240,055 |
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Total liabilities and equity |
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$ |
549,572 |
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$ |
493,562 |
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7
PHOENIX EDUCATION PARTNERS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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Three Months Ended |
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($ in thousands) |
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2025 |
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2024 |
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Operating activities: |
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Net income |
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$ |
15,478 |
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$ |
47,118 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Share-based compensation |
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29,499 |
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|
646 |
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Depreciation and amortization |
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5,480 |
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5,192 |
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Non-cash lease expense |
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1,789 |
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1,824 |
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Impairment charges and asset disposal losses |
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20 |
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34 |
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Provision for credit losses on accounts receivable |
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9,579 |
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11,281 |
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Deferred income taxes |
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8,759 |
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12,378 |
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Changes in assets and liabilities, excluding the impact of acquisition: |
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Accounts receivable |
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(33,180 |
) |
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(40,846 |
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Prepaid income taxes |
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|
799 |
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(920 |
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Other assets |
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(10,563 |
) |
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(4,144 |
) |
Accounts payable |
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(1,364 |
) |
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(13,175 |
) |
Accrued compensation and benefits |
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(10,163 |
) |
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(17,845 |
) |
Student deposits |
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(3,425 |
) |
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(37,146 |
) |
Deferred revenue |
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|
23,910 |
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|
|
12,510 |
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Operating lease liabilities |
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(2,455 |
) |
|
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(4,101 |
) |
Other liabilities |
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(3,096 |
) |
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(6,809 |
) |
Net cash provided by (used in) operating activities |
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31,067 |
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(34,003 |
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Investing activities: |
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Purchases of property and equipment |
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(4,716 |
) |
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(5,792 |
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Purchases of marketable securities |
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(6,029 |
) |
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(9,075 |
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Sales of marketable securities |
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— |
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|
8,475 |
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Maturities of marketable securities |
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|
600 |
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|
|
2,000 |
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Acquisition, net of cash acquired |
|
|
— |
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|
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(1,982 |
) |
Net cash used in investing activities |
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(10,145 |
) |
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(6,374 |
) |
Financing activities: |
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|
|
|
|
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Payments of dividend equivalents |
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(721 |
) |
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|
(141 |
) |
Payroll taxes paid on share-based awards |
|
|
(2,178 |
) |
|
|
(764 |
) |
Net cash used in financing activities |
|
|
(2,899 |
) |
|
|
(905 |
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Net change in cash and restricted cash |
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|
18,023 |
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|
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(41,282 |
) |
Cash and restricted cash, beginning of period |
|
|
173,001 |
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|
|
356,170 |
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Cash and restricted cash, end of period |
|
$ |
191,024 |
|
|
$ |
314,888 |
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Supplemental disclosure information: |
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Income tax payments, net |
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$ |
2,104 |
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|
$ |
4,868 |
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Noncontrolling interest issued in business combination |
|
$ |
— |
|
|
$ |
4,147 |
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8
PHOENIX EDUCATION PARTNERS, INC. AND SUBSIDIARIES
Reconciliation of GAAP Financial Information to Non-GAAP Financial Information
(Unaudited)
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Three Months Ended |
|
|||||
($ in thousands, except per share data) |
|
2025 |
|
|
2024 |
|
||
Net income attributable to Phoenix Education Partners, Inc. |
|
$ |
15,454 |
|
|
$ |
46,416 |
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Special items and share-based compensation: |
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|
|
|
|
|
||
Restructuring lease expense(a) |
|
|
2,020 |
|
|
|
2,027 |
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Strategic alternatives expense(b) |
|
|
4,921 |
|
|
|
875 |
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Cybersecurity incident expense(c) |
|
|
4,500 |
|
|
|
— |
|
Impairment charges and asset disposal losses(d) |
|
|
20 |
|
|
|
34 |
|
Litigation charges and regulatory expense(e) |
|
|
1,203 |
|
|
|
1,205 |
|
Non-cash share-based compensation expense(f) |
|
|
29,499 |
|
|
|
646 |
|
Other(g) |
|
|
1,964 |
|
|
|
1,195 |
|
Income tax effects of special items and share-based compensation(h) |
|
|
(5,933 |
) |
|
|
(1,468 |
) |
Adjusted net income attributable to Phoenix Education Partners, Inc. |
|
$ |
53,648 |
|
|
$ |
50,930 |
|
Earnings per share: |
|
|
|
|
|
|
||
Basic |
|
$ |
0.43 |
|
|
$ |
1.31 |
|
Diluted |
|
$ |
0.40 |
|
|
$ |
1.23 |
|
Adjusted earnings per share: |
|
|
|
|
|
|
||
Basic |
|
$ |
1.50 |
|
|
$ |
1.43 |
|
Diluted |
|
$ |
1.38 |
|
|
$ |
1.35 |
|
Shares used in computing earnings per share and adjusted earnings per share: |
|
|
|
|
|
|
||
Basic |
|
|
35,650 |
|
|
|
35,505 |
|
Diluted |
|
|
38,891 |
|
|
|
37,630 |
|
|
|
Three Months Ended |
|
|||||
($ in thousands) |
|
2025 |
|
|
2024 |
|
||
Net income attributable to Phoenix Education Partners, Inc. |
|
$ |
15,454 |
|
|
$ |
46,416 |
|
Restructuring lease expense(a) |
|
|
2,020 |
|
|
|
2,027 |
|
Strategic alternatives expense(b) |
|
|
4,921 |
|
|
|
875 |
|
Cybersecurity incident expense(c) |
|
|
4,500 |
|
|
|
— |
|
Impairment charges and asset disposal losses(d) |
|
|
20 |
|
|
|
34 |
|
Litigation charges and regulatory expense(e) |
|
|
1,203 |
|
|
|
1,205 |
|
Non-cash share-based compensation expense(f) |
|
|
29,499 |
|
|
|
646 |
|
Depreciation and amortization |
|
|
5,480 |
|
|
|
5,192 |
|
Interest income, net of interest expense |
|
|
(1,546 |
) |
|
|
(3,744 |
) |
Provision for income taxes |
|
|
11,662 |
|
|
|
16,294 |
|
Other(g) |
|
|
1,964 |
|
|
|
1,195 |
|
Adjusted EBITDA |
|
$ |
75,177 |
|
|
$ |
70,140 |
|
Net income attributable to Phoenix Education Partners, Inc. margin |
|
|
5.9 |
% |
|
|
18.2 |
% |
Adjusted EBITDA margin |
|
|
28.7 |
% |
|
|
27.5 |
% |
Net revenue used in computing net income attributable to Phoenix Education Partners, Inc. margin and adjusted EBITDA margin |
|
$ |
262,027 |
|
|
$ |
254,692 |
|
9
PHOENIX EDUCATION PARTNERS, INC. AND SUBSIDIARIES
Reconciliation of GAAP Financial Information to Non-GAAP Financial Information
(Unaudited)
10