# American Public Education Inc: Form 10-Q for the period ended Jun 30, 2023

- Company: [American Public Education Inc](/companies/apei.md) (CIK 1201792)
- Form: 10-Q
- Filed: 2023-08-08
- Accepted by EDGAR: Aug 8, 2023, 16:07 ET
- Period: 2023-06-30
- Accession: 0001201792-23-000012
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1201792/000120179223000012/apei-20230630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1201792/000120179223000012/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2023-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2023-04-01 to 2023-06-30 | $147.2m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2023-01-01 to 2023-06-30 | $296.9m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2023-04-01 to 2023-06-30 | $75.0m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 6 months, 2023-01-01 to 2023-06-30 | $148.9m | us-gaap:CostOfGoodsAndServicesSold |
| Operating income | 3 months, 2023-04-01 to 2023-06-30 | −$65.3m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2023-01-01 to 2023-06-30 | −$70.6m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2023-04-01 to 2023-06-30 | −$15.1m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2023-01-01 to 2023-06-30 | −$16.6m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2023-04-01 to 2023-06-30 | −$51.2m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2023-01-01 to 2023-06-30 | −$57.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2023-04-01 to 2023-06-30 | −$2.93 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2023-01-01 to 2023-06-30 | −$3.23 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2023-04-01 to 2023-06-30 | −$2.94 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2023-01-01 to 2023-06-30 | −$3.25 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2023-04-01 to 2023-06-30 | 17,991,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2023-01-01 to 2023-06-30 | 18,531,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2023-01-01 to 2023-06-30 | $28.5m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2023-04-01 to 2023-06-30 | $3.3m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Capital expenditure | 6 months, 2023-01-01 to 2023-06-30 | $6.6m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Share repurchases | 6 months, 2023-01-01 to 2023-06-30 | $9.0m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2023-06-30 | $112.8m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2023-06-30 | $189.0m | us-gaap:AssetsCurrent |
| Total assets | at 2023-06-30 | $558.8m | us-gaap:Assets |
| Current liabilities | at 2023-06-30 | $79.2m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2023-06-30 | $273.9m | us-gaap:Liabilities |
| Long-term debt | at 2023-06-30 | $93.9m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2023-06-30 | $0 | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2023-06-30 | $284.9m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 75,195 characters.

*In this Quarterly Report on Form 10-Q, or Quarterly Report, “we,” “our,” “us,” “the Company” and similar terms refer to American Public Education, Inc., or APEI, and its subsidiary institutions collectively unless the context indicates otherwise. All quarterly information in this Management’s Discussion and Analysis is unaudited. The following discussion of our historical results of operations and our liquidity and capital resources should be read in conjunction with the Consolidated Financial Statements and related notes that appear elsewhere in this Quarterly Report and the audited financial information and related notes, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations and other disclosures, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, or our Annual Report.*

### Forward-Looking Statements

*This Quarterly Report contains forward-looking statements intended to be covered by the safe harbor provisions for forward-looking statements in Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We may use words such as “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “should,” “would,” “could,” “potentially,” “will,” or “may,” or other words or expressions that convey future events, conditions, circumstances, or outcomes to identify these forward-looking statements. Forward-looking statements in this Quarterly Report include, without limitation, statements regarding:*

- *changes in and our ability to comply with the extensive regulatory framework applicable to our industry, as well as state law and regulations and accrediting agency requirements, and the expected impacts of any non-compliance;*
- *our ability to manage, grow, and diversify our business and execute our business initiatives and strategy;*
- *our cash needs and expectations regarding cash flow from operations, including the impacts of our debt service and the dividend payments that are required to be paid on our Series A Senior Preferred Stock;*
- *our ability to undertake initiatives to improve the learning experience and attract students who are likely to persist, and improve student outcomes;*
- *changes to and expectations regarding our student enrollment, net course registrations, and the composition of our student body, including the pace of such changes;*
- *our ability to maintain, develop, and grow our technology infrastructure to support our student body;*
- *our conversion of prospective students to enrolled students and our retention of active students;*
- *our ability to update and expand the content of existing programs and develop new programs to meet emerging student needs and marketplace demands, and our ability to do so in a cost-effective manner or on a timely basis;*
- *our plans for, marketing of, and initiatives at, our institutions;*
- *our ability to leverage our investments in support of our initiatives, students, and institutions;*
- *our maintenance and expansion of our relationships and partnerships and the development of new relationships and partnerships;*
- *actions by the U.S. Department of Defense, or DoD, or branches of the U.S. Armed Forces, including actions related to the disruption of DoD tuition assistance programs, or TA, and ArmyIgnitED, and expectations regarding the effects of those actions;*
- *federal appropriations and other budgetary matters, including government shutdowns;*
- *changes in enrollment in postsecondary degree-granting institutions and workforce needs;*
- *the competitive environment in which we operate;*
- *our cost savings efforts and their benefits;*
- *our ability to manage and influence our bad debt expense;*
- *our use of our share repurchase program; and*
- *our financial performance generally.*

*Forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance, taking into account information currently available to us and are not guarantees of future results. There are a number of important factors that could cause actual results to differ materially from the results anticipated by these forward-looking statements. Risks and uncertainties involved in forward-looking statements include, among others:*

- *our dependence on the effectiveness of our ability to attract students who persist in our institutions’ programs;*
- *our inability to effectively market our programs or expand into new markets;*
- *the loss of our ability to receive funds under TA programs or the reduction, elimination, or suspension of TA, or continued disruption due to systems used to request TA;*
- *our inability to maintain enrollments from military students;*
- *adverse effects of changes our institutions make to improve the student experience and enhance their ability to identify and enroll students who are likely to succeed;*
- *our failure to successfully adjust to future market demands;*
- *our failure to comply with regulatory and accrediting agency requirements or to maintain institutional accreditation, the consequences thereof, and risks related to any actions we may take to prevent or correct such failure;*
- *adverse impacts of recent Department of Education, or ED, negotiated rulemakings;*
- *our failure to meet applicable NCLEX pass rates and other NCLEX standards, and the consequences thereof;*
- *our failure to comply with the “90/10 Rule”;*
- *our loss of eligibility to participate in student financial aid programs authorized under Title IV of the Higher Education Act of 1965, as amended, or Title IV programs, or ability to process Title IV financial aid;*
- *our inability to recognize the benefits of our cost savings efforts;*
- *economic and market conditions in the United States and abroad and changes in interest rates;*
- *risks related to business combinations and acquisitions, including integration challenges, business disruption, dilution of stockholder value, and diversion of management attention;*
- *risks related to our substantial indebtedness and our Series A Preferred Stock; and*
- *our dependence on and need to continue to invest in our technology infrastructure.*

*Forward-looking statements should be considered in light of these factors and the factors described elsewhere in this Quarterly Report, including in the “Risk Factors” section, in the “Risk Factors” section of our Annual Report, and in our various filings with the Securities and Exchange Commission, or the SEC. It is important that you read these factors and the other cautionary statements made in this Quarterly Report as being applicable to all related forward-looking statements wherever they appear in this Quarterly Report. If any of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance, or achievements may differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. You should also read the more detailed description of our business in our Annual Report when considering forward-looking statements. We caution readers not to place undue reliance on any forward-looking statements herein, which speak only as of the date of this Quarterly Report. We undertake no obligation to publicly update any forward-looking statements, except as required by law.*

### Overview

### Background

We are a provider of online and campus-based postsecondary education to approximately 106,200 students worldwide through American Public University System, or APUS, Rasmussen University, or RU, and Hondros College of Nursing, or HCN, and career learning through Graduate School USA, or GSUSA. These subsidiary institutions are purpose-built to deliver inclusive, high-quality education that empowers learners to achieve their ambitions, serve their communities, and realize a return on their educational investment. Our subsidiary institutions are licensed or otherwise authorized by state authorities to offer postsecondary education programs to the extent the institutions believe such licenses or authorizations are required, and APUS, RU, and HCN, are certified by ED to participate in Title IV programs.

### Acquisitions

On January 1, 2022, or the GSUSA Closing Date, our wholly owned subsidiary, American Public Training, LLC, completed our acquisition, or the GSUSA Acquisition, of substantially all the assets of Graduate School USA, or the Seller, for $1.0 million, subject to working capital adjustments. At closing, we received approximately $1.9 million from the Seller, which represents the estimated net working capital at closing net of the initial cash payment to the Seller of $0.5 million, which is the purchase price less $0.5 million we retained to secure the indemnification obligations of the Seller. The purchase price reflects the $0.5 million due to the Seller post-closing and additional adjustments to the estimated net working capital at closing.

For more information on the GSUSA Acquisition, please refer to, “Note 3. Acquisition Activity” included in the Notes to the Consolidated Financial Statements in our Annual Report and in this Quarterly Report.

### Our Institutions

Our wholly owned operating subsidiary institutions include the following:

- American Public University System, Inc., referred to herein as APUS, provides online postsecondary education to approximately 89,300 adult learners, directed primarily at the needs of the military, military-affiliated, public service and service-minded communities through two brands: American Military University, or AMU, and American Public

University, or APU. As of June 30, 2023, approximately 66% of APUS students self-reported that they served in the military on active duty at the time of initial enrollment.

- Rasmussen College, LLC, referred to herein as Rasmussen University, or RU, provides nursing- and health sciences-focused postsecondary education to over 13,900 students at its 22 campuses in six states and online. As of June 30, 2023, approximately 6,400 students are pursuing nursing degrees at RU, approximately 90% of whom are enrolled in RU’s pre-licensure nursing degree programs.
- National Education Seminars, Inc., referred to herein as Hondros College of Nursing, or HCN, provides nursing education to approximately 3,000 students at eight campuses in three states. All of HCN’s students are enrolled in its pre-licensure nursing degree programs.
- American Public Training LLC, referred to herein as Graduate School USA, or GSUSA, provides career learning and leadership training in-person and online to the federal workforce, through a catalog of over 300 courses specializing in foundational and continuing professional development, as well as leadership training to advance the performance of government agencies through the competency and career advancement of their employees. GSUSA operational activities are presented within “Corporate and Other”.

### Tuition Increases

In April 2023, APUS implemented tuition and fee increases for its non-military and veteran students. Even with these tuition and fee increases, we believe that APUS’s tuition and fees remain lower than the average in-state cost at public universities. RU implemented tuition increases, which took effect on January 3, 2023, for select programs to help offset the increased costs of delivering a quality education, and HCN implemented a 5% increase in tuition and fees effective in the second quarter of 2023 across all programs to offset the increased costs of delivering a quality, competitive education.

### Cost and Expense Reductions

On August 1, 2023, we completed a reduction in force that resulted in the termination of 35 employees and the elimination of 46 open positions across a variety of roles and departments at APEI, RU, HCN and GSUSA. The headcount reductions reflect our ongoing efforts focused on realigning our organizational structure, eliminating redundancies, and optimizing certain functions. We incurred an aggregate of approximately $1.7 million of pre-tax cash expenses associated with employee severance costs as a result of this reduction in force. The reduction in force is expected to result in pre-tax labor and benefit savings in 2023 of approximately $3.8 million, excluding severance costs, and approximately $8.1 million in savings on an annualized basis.

Additionally, beginning in the third quarter, we plan to reduce non-labor costs by approximately $0.8 million to $1.1 million.

In November 2022, we completed a reduction in force that resulted in the termination of 98 non-faculty employees and the elimination of 78 open positions across a variety of roles and departments representing approximately 5.8% of our non-faculty workforce. We incurred an aggregate of approximately $3.1 million of pre-tax cash expenses associated with employee severance costs as a result of this reduction in force, all of which were incurred in the fourth quarter of 2022. The reduction in force resulted in pre-tax labor and benefit savings of approximately $2.3 million in 2022, or approximately $13.5 million on an annualized basis.

In January 2022, RU completed a reduction in force that resulted in the termination of nine full-time faculty members and 19 non-faculty employees across a variety of roles and departments at RU, representing approximately 3.0% of RU’s full-time faculty workforce, and 2.1% of RU’s non-faculty workforce. We incurred an aggregate of approximately $0.4 million of pre-tax cash expenses associated with employee severance costs as a result of this reduction in force. The reduction in force resulted in pre-tax labor and benefit savings of approximately $2.7 million in 2022.

### Regulatory and Legislative Activity

The Accreditation Commission for Education in Nursing, or ACEN, accredits certain RU Practical Nursing, or PN, and Associate Degree in Nursing, or ADN, programs at certain RU locations. In September 2021, ACEN granted RU’s ADN program in Bloomington, Minnesota continued accreditation with conditions. The ADN program has two years from the date the conditions were imposed to demonstrate compliance with all applicable accreditation criteria. If compliance is not achieved by the end of the monitoring period, ACEN may determine to deny continuing accreditation absent good cause. ACEN had a site visit at the Bloomington, Minnesota ADN program in April 2023. In June 2023, ACEN’s site visit team recommended denial of continuing accreditation for the Bloomington, MN ADN program. However, RU has an opportunity to respond to this recommendation before the ACEN board makes a decision, and we believe that we have a strong rationale for why continuing accreditation should not be denied for this program. We expect the ACEN board to make a decision in August or September 2023. As explained in the “Risk Factors” section of this Quarterly Report, if ACEN denies continuing accreditation, RU has the ability to immediately reapply for accreditation with ACEN or with another nursing program accreditor, the first step of which would be candidacy. Due to previously self-imposed enrollment caps in this program, enrollment in the Bloomington, MN ADN program currently represents approximately 2% of RU’s current total enrollment. If RU is unable to obtain accreditation or candidacy status with ACEN or another nursing program accreditor, RU would likely have to close its Bloomington, Minnesota ADN program, which would have an adverse impact on RU’s enrollments and RU’s and our results of operations, cash flows, and financial condition.

An Illinois statute requires nursing programs in the state to have achieved accreditation by the end of 2022 in order to meet state approval requirements. RU’s Illinois ADN program has been in candidacy status for initial accreditation with ACEN since July 2020. Although the Illinois Department of Financial and Professional Regulation, or IDFPR, has indicated that candidacy status satisfies this requirement, the IDFPR could change its position. ACEN will not grant accreditation to a program on probationary status with the IDFPR, as RU’s Illinois ADN program is. The current candidacy is set to expire in July 2024. As explained in the “Risk Factors” section of this Quarterly Report, if ACEN ultimately denies continuing accreditation and RU is unable to obtain accreditation or candidacy status with another national nursing accrediting body, RU will likely have to close its Illinois ADN program, which would have an adverse impact on RU’s enrollments and RU’s and our results of operations, cash flows, and financial condition. A bill to amend the Illinois Nurse Practice Act, or HB2509, could positively impact the RU ADN program offered in Illinois by providing the program with additional time to improve National Council Licensure Examination, or NCLEX, rates. HB2509 was approved by the Illinois legislature and was sent to the governor on June 16, 2023; he has until August 15, 2023 to sign it. If signed, HB2509 will take effect January 1, 2024. HB2509 would change the Illinois NCLEX pass rate requirements from a one-year rate measurement based on first attempts only to a three-year average that includes all test attempts. It would also temporarily remove nursing programs from probationary status for a period of three years. Removal from probationary status may be viewed favorably by ACEN or another nursing program accreditor and may result in RU’s Illinois ADN program obtaining ACEN accreditation and thus to be deemed to have met Illinois’ requirement for RU’s Illinois ADN programs to have achieved accreditation by the end of 2022 in order to meet state approval requirements.

### Reportable Segments

Our operations are organized into three reportable segments:

- *American Public University System Segment,* or *APUS Segment.* This segment reflects the operational activities of APUS.
- *Rasmussen University Segment,* or *RU Segment*. This segment reflects the operational activities of RU.
- *Hondros College of Nursing Segment,* or *HCN Segment.* This segment reflects the operational activities of HCN.

Adjustments to reconcile segment results to the Consolidated Financial Statements are included in “Corporate and Other”. These adjustments include unallocated corporate activity and eliminations, and the operational activities of GSUSA.

### Summary of Results

Consolidated revenue for the three months ended June 30, 2023 decreased to $147.2 million from $149.6 million, or by 1.6%, compared to the prior year period. Our net loss for the three months ended June 30, 2023 was $51.2 million, compared to a net loss of $110.0 million in the prior year period, a decrease of $58.8 million. Results for the three months ended June 30, 2023 include a non-cash impairment charge of $64.0 million in our RU Segment to reduce the carrying value of RU Segment goodwill and intangible assets, and to reflect the corresponding tax impact. Our operating margins increased to negative 44.3% for the three months ended June 30, 2023, compared to negative 94.4% in the prior year period. Excluding the impact of the non-cash impairment charge, for the three months ended June 30, 2023, our operating margin was negative 0.9% and our net loss was $3.0 million. Results for the three months ended June 30, 2022 include a non-cash impairment charge of $144.9 million in our RU Segment to reduce the carrying value of RU Segment goodwill and intangible assets, and to reflect the corresponding tax impact. Excluding the impact of the non-cash impairment charge, for the three months ended June 30, 2022, our operating margin was 2.4% and our net loss was $1.1 million.

Consolidated revenue for the six months ended June 30, 2023 decreased to $296.9 million from $304.4 million, or by 2.4%, compared to the prior year period. Results for the six months ended June 30, 2023 include a non-cash impairment charge of $64.0 million in our RU Segment to reduce the carrying value of RU Segment goodwill and intangible assets, and to reflect the corresponding tax impact. Our operating margins increased to negative 23.8% for the six months ended June 30, 2023 from negative 44.7% in the prior year period. Our net loss for the six months ended June 30, 2023 was $57.0 million, compared to net loss of $104.7 million in the prior year period, a decrease of $47.7 million. Excluding the impact of the non-cash impairment charge, for the six months ended June 30, 2023, our operating margin was negative 2.2% and our net loss was $8.8 million. Results for the six months ended June 30, 2022 include a non-cash impairment charge of $144.9 million in our RU Segment to reduce the carrying value of RU Segment goodwill and intangible assets and the corresponding tax impact. Excluding the non-cash impairment charge for the six months ended June 30, 2022, our operating margin was 2.9% and our net income was $4.2 million.

APUS net course registrations for the three months ended June 30, 2023 increased to approximately 88,300 from approximately 83,500, an increase of 4,800, or 5.7%, compared to the prior year period. APUS Segment revenue for the three months ended June 30, 2023 increased to $73.6 million from $69.9 million, or by 5.2%, compared to the prior year period. APUS net course registrations for the six months ended June 30, 2023 increased to approximately 184,500 from approximately 177,400, or approximately 4.0%. APUS Segment revenue six months ended June 30, 2023 increased to $147.5 million from $143.0 million, or by 3.2%, compared to the prior year period. For the three months ended June 30, 2023, APUS Segment operating margins increased to 25.8% from 19.5% in the prior year period and increased to 24.4% from 18.7% for the six months ended June 30, 2023, compared to the prior year period.

RU total enrollment for the three months ended June 30, 2023, decreased to approximately 13,900 from approximately 15,900, a decrease of 2,000 or 12.6% compared to the prior year period. RU Segment revenue for the three months ended June 30, 2023 decreased to $52.0 million from $63.9 million, or by 18.7%, compared to the prior year period. RU total enrollment for the six months ended June 30, 2023 decreased 12.1%, as compared to the prior year period. RU Segment revenue for the six months ended June 30, 2023 decreased to $109.4 million from $131.0 million, or by 16.5%, compared to the prior year period. Excluding the impact of the non-cash impairment charge discussed above, for the three months ended June 20, 2023, RU Segment operating margins decreased to negative 25.5% from negative 2.6% in the prior year period and decreased to negative 23.9% for the six months ended June 30, 2023 from negative 0.6% in the prior year period.

At HCN, total enrollment for the three months ended June 30, 2023 increased to approximately 3,000 from approximately 2,400, an increase of approximately 600, or 22.3%, compared to the prior year period. HCN Segment revenue for the three months ended June 30, 2023 increased to $14.3 million from $11.5 million, or by 24.2%, compared to the prior year period. HCN total enrollment for the six months ended June 30, 2023 increased approximately 16.2%, as compared to the prior year period. For the three months ended June 30, 2023, HCN Segment operating margins increased to negative 1.6% from negative 5.5% in the three months ended June 30, 2022. For the six months ended June 30, 2023, HCN Segment operating margins increased to negative 5.6% from negative 7.1% in the prior year period.

### Critical Accounting Policies and Use of Estimates

*Goodwill and indefinite-lived intangible assets.* Goodwill is the excess of the purchase price of an acquired business over the fair value of the assets acquired and liabilities assumed. Goodwill is not amortized. Goodwill is reported at the reporting unit level that we have defined as our reporting segments. In connection with our acquisitions of RU and HCN, we recorded $217.4 million and $38.6 million of goodwill, respectively, in our RU and HCN Segments. The Company recorded non-cash impairment charges in 2022 for RU, and 2016 and 2019 for HCN, reducing the carrying value of RU and HCN Segment goodwill to $86.0 million and $26.6 million, respectively. There was no goodwill recorded in connection with the acquisition of GSUSA reported in Corporate and Other, and there is no goodwill in our APUS Segment.

In addition to goodwill, in connection with the acquisitions of RU and HCN, we recorded identified intangible assets with an indefinite useful life in the aggregate amount of $51.0 million and $3.7 million, respectively, in our RU and HCN Segments, which include intangible assets related to trade name, accreditation, licensing, and Title IV, and affiliate agreements. The Company recorded non-cash impairment charges in 2022, reducing the carrying value of RU identified intangible assets with an indefinite useful life to $35.5 million. There were no indefinite useful life intangible assets identified as a result of the acquisition of GSUSA reported in Corporate and Other. There are no indefinite-lived intangible assets in our APUS Segment.

We recorded $35.5 million, $4.4 million, and $1.0 million of identified intangible assets with a definite useful life in connection with the acquisitions of RU, HCN, and GSUSA, respectively, reported in our RU and HCN Segments, and in Corporate and Other. There are no definite-lived intangible assets in our APUS Segment.

Goodwill and indefinite-lived intangible assets are tested for impairment at least annually, and more frequently if events and circumstances exist that would more likely than not reduce the fair value of the reporting unit below its carrying amount. The process of evaluating goodwill and indefinite-lived intangible assets for impairment is subjective and requires significant judgment and estimates. When performing an optional qualitative analysis, we consider many factors, including general economic conditions, industry and market conditions, certain cost factors, financial performance and key business drivers (for example, student enrollment), long-term operating plans, and potential changes to significant assumptions and estimates used in the most recent fair value analysis. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions and estimates. Actual results may differ and have a material impact or our results of operations and financial position, and subsequent events are not necessarily indicative of the reasonableness of the original assumptions or estimates.

We estimate fair value in our quantitative analysis by weighting the results from three different valuation approaches. They include: (1) discounted cash flow; (2) guideline public company; and (3) guideline transaction for comparable transactions. Under the discounted cash flow method, fair value was determined by discounting the estimated future cash flows of RU and HCN at their estimated weighted-average cost of capital. We incorporate the use of projected financial information and a discount rate that are developed using market participant-based assumptions. The cash-flow projections are based on three-year financial forecasts developed by management that include revenue projections, capital spending trends, and investment in working capital to support anticipated revenue growth, which are updated at least annually and approved by management. Under the guideline public company method, pricing multiples from other public companies in the public higher education market were used to determine the fair value of RU and HCN. Under the comparable transaction method, pricing terms from other transactions in the higher education market were used to determine the fair value. Values derived under the three valuation methods are then weighted to estimate RU and HCN’s enterprise values. If we determine that the carrying amount of a reporting unit exceeds its fair value, we then calculate the implied fair value of the reporting unit goodwill as compared to its carrying amount to determine the appropriate impairment charge. Although we believe our assumptions are reasonable, actual results may vary significantly and may expose us to material impairment charges in the future. Our methodology for determining fair values remained consistent for the periods presented.

During the second quarter of 2023, we completed qualitative assessments to determine if an interim goodwill impairment test was necessary. We concluded that due to our RU Segment underperformance when compared to the 2023 internal targets, projected enrollment trends, the decline in financial performance projected for the remainder of 2023 as compared to prior projections, and our market value, it was more likely than not that the fair value of our RU Segment was less than its carrying value. Therefore, we proceeded with a quantitative impairment test. As a result of these assessments, we recorded a non-cash goodwill impairment charge of $53.0 million, which reflects the corresponding tax impacts, to reduce the carrying value of the RU Segment goodwill. In addition, we concluded there were indicators of impairment of the RU Segment’s intangible assets. As a result, we recorded non-cash impairment charges of $11.0 million to reduce the carrying value of our RU Segment indefinite-lived intangible assets. There were no indicators of impairment for our HCN Segment.

During the second quarter of 2022, we completed a qualitative assessment to determine if an interim goodwill impairment test was necessary. We concluded that it was more likely than not that the fair value of our RU Segment was less than its carrying value. Therefore, we proceeded with a quantitative impairment test. We also completed our annual assessment at October 31, 2022 of goodwill and indefinite-lived intangibles for RU and HCN Segments. As a result of these assessments, we recorded a non-cash goodwill impairment charge of $131.4 million, and to reflect the corresponding tax impact, in the second quarter of 2022, to reduce the carrying value of the RU Segment goodwill. In addition, we concluded there were indicators of impairment of the RU Segment intangible assets during the second quarter of 2022 and during the annual assessment. We determined the fair value of the RU Segment accreditation, licensing and Title IV indefinite-lived intangible asset was $13.5 million, during the second quarter of 2022, and $2.0 million, during the annual assessment, less than its carrying value. As a result, we recorded a total non-cash impairment charge of $15.5 million during 2022 to reduce the carrying value of our RU Segment indefinite-lived intangible assets. There were no indicators of impairment for our HCN Segment.

Determining fair value requires judgment and the use of significant estimates and assumptions, including fluctuations in enrollments, prospective financial information, growth rates, terminal value, discount rates, and comparable multiples from publicly traded companies in the higher education market. Future changes, including minor changes in the significant assumption or other factors including revenue, operating income, valuation multiples, and other inputs to the valuation process may result in future impairment charges, and those charges could be material. Given the current competitive and regulatory environment and the uncertainties regarding the related impact on the business, there can be no assurance that the estimates and assumptions made for purposes of the Company’s interim and annual goodwill impairment tests will prove to be accurate predictions of the future. If the Company’s assumptions are not realized, the Company may record additional goodwill impairment charges in future periods. It is not possible at this time to determine if any such future impairment charge would result or whether such charge would be material.

For more information regarding our Critical Accounting Policies and Use of Estimates, see the “Critical Accounting Policies and Use of Estimates” section of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report.

### Results of Operations

Below we have included a discussion of our operating results and material changes in our operating results during the three and six months ended June 30, 2023 compared to the three and six months ended June 30, 2022. Our revenue and operating results normally fluctuate as a result of seasonal or other variations in our enrollments and the level of expenses in our reportable segments. Our student population varies as a result of new enrollments, graduations, student attrition, the success of our marketing programs, and other reasons that we cannot always anticipate. We expect quarterly fluctuations in operating results to continue as a result of various enrollment patterns and changes in revenue and expenses.

APUS net course registrations for the three months ended June 30, 2023 increased to approximately 88,300 from approximately 83,500, an increase of 4,800, or 5.7%, compared to the prior year period. APUS net course registrations for the six months ended June 30, 2023 increased to approximately 184,500 from approximately 177,400, or 4.0%. The increase in net course registrations was primarily due to increases in military registrations from students utilizing TA. APUS Segment operating margins increased to 25.8% for the three months ended June 30, 2023 from 19.5% for the prior year period, and increased to 24.4% for the six months ended June 30, 2023 from 18.7% for the prior year period. The increase in the operating margin was primarily due to an increase in revenue during the period and decreases in advertising costs and employee compensation costs, partially offset by increases in technology costs as compared to the prior year period.

RU total enrollment for the three months ended June 30, 2023, was 13,900 compared to 15,900 for the three months ended June 30, 2022, a decrease of 12.6%, driven by a 22.0% decrease in nursing enrollment. RU enrollment for the six months ended June 30, 2023 decreased 12.1%, driven by a 20.0% decrease in nursing enrollment. We believe this decline in enrollment, which reflects year-over-year declines in new and total nursing enrollment, as well as declines in campus-based non-nursing programs, was caused, in part, by the prior departure of leadership accountable for enrollment and nursing operations and caps on nursing student enrollment at certain RU campuses. Excluding the impact of the non-cash impairment charge discussed above, RU Segment operating margin decreased to negative 25.5% from negative 2.6% for the three months ended June 30, 2023 and decreased to negative 23.9% from negative 0.6% for the six months June 30, 2023, compared to the prior year periods. The decrease in the operating margin was primarily due to decreases in revenue during three and six months ended June 30, 2023, as a result of declines in enrollment, specifically total nursing enrollment, which decreased 22.0% and 20.0% during three and six months ended June 30, 2023, respectively, as well as increases in employee compensation costs and marketing expenses which includes $2.4 million in transition services fees during the six months ended June 30, 2023 related to the termination of the Collegis, LLC, or Collegis, marketing contract effective January 31, 2023, as compared to the prior year period.

At HCN, total enrollment for the three months ended June 30, 2023 increased to approximately 3,000 from approximately 2,400, an increase of approximately 600, or 22.3%, compared to the prior year period. HCN total enrollment for the six months ended June 30, 2023 increased approximately 16.2%, as compared to the prior year period. We believe that the increase in new and total student enrollment at HCN is due, in part, to enrollment growth in recently opened campuses including the opening of the Detroit, Michigan campus in October 2022. HCN Segment operating margin increased to negative 1.6% from negative 5.5% for the three months ended June 30, 2023 and increased to negative 5.6% from negative 7.1% for the six months ended June 30, 2023, compared to the prior year periods. The increase in the operating margin is primarily due to increases in revenue, partially offset by increases in compensation costs, rent expense and building maintenance costs, as compared to the prior year period.

For a more detailed discussion of our results by reportable segment, refer to “Analysis of Operating Results by Reportable Segment” below.

### Analysis of Consolidated Statements of Income

The following table sets forth statements of income data as a percentage of revenue for each of the periods indicated:

*(Unaudited)*

*(Unaudited)*

|  | Three Months Ended June 30, 2023 | 2022 | Six Months Ended June 30, 2023 | 2022 |
| --- | ---: | ---: | ---: | ---: |
| Revenue | **100.0%** | **100.0%** | **100.0%** | **100.0%** |
| Costs and expenses: |  |  |  |  |
| Instructional costs and services | 50.9 | 48.2 | 50.1 | 47.2 |
| Selling and promotional | 22.4 | 24.0 | 24.6 | 24.7 |
| General and administrative | 22.1 | 20.0 | 22.2 | 19.6 |
| Impairment of goodwill and intangible assets | 43.5 | 96.9 | 21.6 | 47.6 |
| Loss on disposals of long-lived assets | — | — | — | 0.3 |
| Depreciation and amortization | 5.4 | 5.3 | 5.3 | 5.3 |
| Total costs and expenses | **144.3** | **194.4** | **123.8** | **144.7** |
| Loss from operations before interest and income taxes | **(44.3)** | **(94.4)** | **(23.8)** | **(44.7)** |
| Gain on acquisition | — | (0.5) | — | 1.3 |
| Interest expense | (0.7) | (2.3) | (1.0) | (2.2) |
| Loss from operations before income taxes | **(45.1)** | **(97.2)** | **(24.8)** | **(45.6)** |
| Income tax benefit | (10.3) | (23.6) | (5.6) | (11.3) |
| Equity investment loss | — | — | — | — |
| Net loss | (34.8) | (73.6) | (19.2) | (34.3) |
| Preferred Stock Dividend | 1.0 | — | 1.0 | — |
| Net loss available to common shareholders | (35.8)% | (73.6)% | (20.2)% | (34.3)% |

### Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022

***Revenue.*** Our consolidated revenue for the three months ended June 30, 2023 was $147.2 million, a decrease of $2.4 million, or 1.6%, compared to $149.6 million for the three months ended June 30, 2022. The decrease in revenue was primarily due to a $11.9 million, or 18.7%, decrease in revenue in our RU Segment, partially offset by a $3.7 million, or 5.2% increase in revenue in our APUS Segment, a $3.1 million, or 70.2%, increase in GSUSA revenue included in Corporate and Other, and a $2.8 million, or 24.2%, increase in revenue in our HCN Segment. The RU Segment revenue decrease was primarily due to an 12.6% decrease in total student enrollment as compared to the prior year period, partially offset by increases in tuition in certain programs implemented in January 2023. The APUS Segment revenue increase was primarily due to a 5.7% increase in net course registrations as compared to the prior year period. The HCN Segment revenue increase was primarily due to a 22.3% increase in total student enrollment, as well as a 5% tuition increase implemented during the second quarter, compared to the prior year period.

***Costs and expenses.*** Costs and expenses for the three months ended June 30, 2023 were $212.5 million, a decrease of $78.4 million, or 26.9%, compared to $290.9 million for the three months ended June 30, 2022, due primarily to a $80.9 million decrease in goodwill and intangible asset impairment charges in our RU Segment. Costs and expenses for the three months ended June 30, 2023 include a non-cash impairment charge of $64.0 million to reduce the carrying value of RU Segment goodwill and intangible assets, and to reflect the corresponding tax impact. This compares to a non-cash impairment charge of $144.9 million in the prior year period. Costs and expenses for the three months ended June 30, 2023 as compared to the prior year period, excluding impairment charges, increased $2.5 million, due primarily to increases in employee compensation costs, bad debt expense, building rent and maintenance costs, and technology costs, partially offset by a decrease in advertising costs. Costs and expenses as a percentage of revenue decreased to 144.3% for the three months ended June 30, 2023 from 194.4% for the three months ended June 30, 2022. Excluding impairment charges, costs and expenses were 100.9% of revenue for the three months ended June 30, 2023, compared to 97.6% of revenue in the prior year period.

***Instructional costs and services expenses.*** Our instructional costs and services expenses for the three months ended June 30, 2023 were $75.0 million, an increase of $2.9 million, or 4.0%, compared to $72.1 million for the three months ended June 30, 2022. The increase in instructional costs and services expenses was primarily due to an increase in employee compensation costs in our APUS Segment and Corporate and Other, increases in nursing faculty compensation costs and classroom costs in our HCN Segment due to increased revenue, and increases in building maintenance costs and classroom costs in our RU Segment, partially offset by decreases in employee compensation costs in our RU Segment. Increases in employee compensation costs in both our APUS and HCN Segments were primarily due to increased revenue. Instructional costs and services expenses as a percentage of revenue increased to 50.9% for the three months ended June 30, 2023 from 48.2% for the three months ended June 30, 2022.

***Selling and promotional expenses.*** Our selling and promotional expenses for the three months ended June 30, 2023 were $33.0 million, a decrease of $2.9 million, or 8.0%, compared to $35.8 million for the three months ended June 30, 2022. This decrease in selling and promotional expenses was primarily due to decreases in advertising costs in our APUS and RU Segments and Corporate and Other. Selling and promotional expenses as a percentage of revenue decreased to 22.4% for the three months ended June 30, 2023 from 24.0% for the three months ended June 30, 2022.

***General and administrative expenses.*** Our general and administrative expenses for the three months ended June 30, 2023 were $32.5 million, an increase of $2.6 million, or 8.7%, compared to $29.9 million for the three months ended June 30, 2022. The increase in general and administrative expenses was primarily due to an increase in employee compensation costs in Corporate and Other and our RU Segment, an increase in bad debt expense in all segments, and an increase in technology costs in our HCN Segment and Corporate and Other, partially offset by decreases in professional fees in our APUS and RU Segments and Corporate and Other. Consolidated bad debt expense for the three months ended June 30, 2023 was $3.9 million, or 2.7% of revenue, compared to $2.9 million, or 2.0% of revenue in the prior year period. General and administrative expenses as a percentage of revenue increased to 22.1% for the three months ended June 30, 2023 from 20.0% for the three months ended June 30, 2022. As we continue to evaluate enhancements to our business capabilities, particularly in technology, we expect to incur additional costs and that our general and administrative expenses will vary from time to time.

***Loss on disposals of long-lived assets.*** The loss on disposals of long-lived assets was $32,000 for the three months ended June 30, 2023, compared to a gain of $9,000 for the three months ended June 30, 2022.

***Impairment of goodwill and intangible assets***. For the three months ended June 30, 2023, we recorded $64.0 million in non-cash impairment charges in our RU Segment to reduce the carrying value of RU Segment goodwill and intangible assets compared to $144.9 million for the three months ended June 30, 2022. For additional information regarding the impairment of goodwill and intangible assets, and a discussion of the potential for future impairment charges for goodwill and intangible assets, please refer to the discussion in “Note 6. Goodwill and Intangible Assets” included in the Notes to Consolidated Financial Statements in this Quarterly Report.

***Depreciation and amortization expenses.*** Depreciation and amortization expenses were $8.0 million and $8.1 million for the three months ended June 30, 2023 and 2022, respectively. Depreciation and amortization expenses as a percentage of revenue was 5.4% for both the three months ended June 30, 2023 and 2022, respectively.

***Stock-based compensation expenses.*** Stock-based compensation expenses included in instructional costs and services, selling and promotional, and general and administrative expenses were $2.1 million and $2.4 million for the three months ended June 30, 2023 and 2022, respectively. Stock-based compensation costs include accelerated expense for retirement-eligible employees and performance stock unit incentive costs.

***Gain on acquisition.*** The $0.7 million decrease in gain on acquisition for the period ended June 30, 2022 was due to the final working capital adjustment in connection with the GSUSA Acquisition.

***Interest expense.*** Interest expense was $1.1 million and $3.4 million for the three months ended June 30, 2023 and 2022, respectively. The decrease in interest expense was primarily due to the decrease in the outstanding balance in our senior secured term loan facility. In December 2022, we made $65.0 million in prepayments to reduce our outstanding debt.

***Income tax benefit.*** We recognized an income tax benefit of $15.1 million and $35.3 million for the three months ended June 30, 2023 and 2022, respectively, or an effective tax rate benefit of 22.8% in 2023, compared to an effective tax rate benefit of 24.3% in 2022. The three months ended June 30, 2023 and 2022 include a $15.8 million and $36.0 million income tax benefit related to the impairment of goodwill and intangible assets, respectively. Excluding the $15.8 million and $36.0 million, income tax expense for both the three months ended June 30, 2023 and 2022 was $0.7 million, or an effective tax rate expense of 28.0% and 144.9%, respectively. The effective tax rate for both periods were impacted by non-deductible expenses in relation to the pre-tax losses.

***Net (loss) income.*** Our net loss was $51.2 million and $110.0 million, respectively, for the three months ended June 30, 2023 and 2022, a decrease in loss of $58.8 million. This decrease was related to the factors discussed above.

***Preferred stock dividends.*** Preferred stock dividends for the three months ended June 30, 2023 were $1.5 million. Our Series A Senior Preferred Stock was issued in December 2022, and therefore there were no preferred stock dividends in the comparable prior year period.

***Net income (loss) available to common stockholders.*** The net loss available to common stockholders for the three months ended June 30, 2023 was $52.7 million, compared to net loss available to common stockholders of $110.0 million for the three months ended June 30, 2022, a decrease of $57.3 million. This decrease in net loss available to common shareholders was related to the factors discussed above.

### Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022

***Revenue.*** Our consolidated revenue for the six months ended June 30, 2023 was $296.9 million, a decrease of $7.5 million, or 2.4%, compared to $304.4 million for the six months ended June 30, 2022. The decrease in revenue was primarily due to a $21.6 million, or 16.5% decrease in revenue in our RU Segment, partially offset by a $5.1 million, or 67.6%, increase in GSUSA revenue included in Corporate and Other, a $4.5 million, or 3.2% increase in revenue in our APUS Segment and a $4.4 million, or 19.0% increase in revenue in our HCN Segment. The RU Segment revenue decrease was primarily due to a 12.1% decrease in total student enrollment, partially offset by tuition increases in certain programs implemented in January 2023, as compared to the prior year period. The APUS Segment revenue increase was primarily due to a 4.0% increase in net course registrations as compared to the prior year period. The HCN Segment revenue increase was primarily due to a 16.2% increase in total student enrollment compared to the prior year period.

***Costs and expenses.*** Costs and expenses for the six months ended June 30, 2023 were $367.5 million, a decrease of $72.9 million, or 16.5%, compared to $440.4 million for the six months ended June 30, 2022 due primarily to a $80.9 million decrease in goodwill and intangible asset impairment charges in our RU Segment. Costs and expenses for the six months ended June 30, 2023 include a non-cash impairment charge of $64.0 million to reduce the carrying value of RU Segment goodwill and intangible assets, and to reflect the corresponding tax impact. This compares to a non-cash impairment charge of $144.9 million in the prior year period. Costs and expenses for the six months ended June 30, 2023, excluding impairment charges, increased $8.0 million as compared to the prior year period and include $2.4 million in transition services fees in our RU Segment selling and promotional expenses related to the termination of the marketing contract with Collegis, effective January 31, 2023. Other increases in costs and expenses for the six months ended June 30, 2023 as compared to the prior year period include increases in employee compensation costs, bad debt expense, technology costs, and building rent and maintenance costs, partially offset by a decrease in advertising costs and professional services costs. Costs and expenses as a percentage of revenue decreased to 123.8% for the six months ended June 30, 2023 from 144.7% for the six months ended June 30, 2022. Excluding impairment charges and Collegis transition service fees, costs and expenses were 101.4% of revenue for the three months ended June 30, 2023, compared to 97.1% of revenue in the prior year period.

***Instructional costs and services expenses.*** Our instructional costs and services expenses for the six months ended June 30, 2023 were $148.9 million, an increase of $5.1 million, or 3.5%, compared to $143.8 million for the six months ended June 30, 2022. The increase in instructional costs and services expenses was primarily due to increases in nursing faculty compensation costs, building rent and maintenance costs and classroom costs in our HCN Segment due to increased revenue, increases in employee compensation costs and professional services costs in our APUS Segment and Corporate and Other, and increases in technology costs, building maintenance costs and professional services costs in our RU Segment, partially offset by decreases in employee compensation costs in our RU Segment. Increases in employee compensation costs in both our APUS and HCN Segments were primarily due to increases in revenue. Instructional costs and services expenses as a percentage of revenue increased to 50.1% for the six months ended June 30, 2023 from 47.2% for the six months ended June 30, 2022.

***Selling and promotional expenses.*** Our selling and promotional expenses for the six months ended June 30, 2023 were $72.9 million, a decrease of $2.3 million, or 3.0%, compared to $75.2 million for the six months ended June 30, 2022. Selling and promotional expenses for the six months ended June 30, 2023 include $2.4 million in transition services fees in our RU Segment related to the termination of the Collegis marketing contract effective January 31, 2023, offset by decreases in advertising costs in all segments and Corporate and Other. Selling and promotional expenses as a percentage of revenue decreased to 24.6% for the six months ended June 30, 2023 from 24.7% for the six months ended June 30, 2022. Excluding the Collegis transition service fees, selling and promotional expenses were 23.7% of revenue for the six months ended June 30, 2023, compared to 24.7% of revenue in the prior year period.

***General and administrative expenses.*** Our general and administrative expenses for the six months ended June 30, 2023 were $66.0 million, an increase of $6.5 million, or 10.9%, compared to $59.5 million for the six months ended June 30, 2022. The increase in general and administrative expenses was primarily due to increases in employee compensation costs in our RU and HCN Segments and Corporate and Other, increases in technology costs in all segments and Corporate and Other, and increases in bad debt expense in all segments, partially offset by decreases in professional fees in our APUS and RU Segments and Corporate and Other. Consolidated bad debt expense for the six months ended June 30, 2023 was $7.8 million, or 2.6% of revenue, compared to $5.7 million, or 1.9% of revenue in the prior year period. General and administrative expenses as a percentage of revenue increased to 22.2% for the six months ended June 30, 2023 from 19.6% for the six months ended June 30, 2022. As we continue to evaluate enhancements to our business capabilities, particularly in technology, we expect to incur additional costs and that our general and administrative expenses will vary from time to time.

***Loss on disposals of long-lived assets.*** The loss on disposals of long-lived assets was $33,000 and $0.8 million for the six months ended June 30, 2023 and 2022, respectively. The prior year loss was primarily related to the sale of excess facilities located in Charles Town, West Virginia.

***Impairment of goodwill and intangible assets.*** For the six months ended June 30, 2023, we recorded $64.0 million in non-cash impairment charges in our RU Segment to reduce the carrying value of RU Segment goodwill and intangible assets, compared to $144.9 million for the six months ended June 30, 2022. For additional information regarding the impairment of goodwill and intangible assets, and a discussion of the potential for future impairment charges for goodwill and intangible assets, please refer to the discussion in “Note 6. Goodwill and Intangible Assets” included in the Consolidated Financial Statements in this Quarterly Report.

***Depreciation and amortization expenses.*** Depreciation and amortization expenses were $15.7 million and $16.3 million for the six months ended June 30, 2023 and 2022, respectively. Depreciation and amortization expenses as a percentage of revenue were 5.3% for both the six months ended June 30, 2023 and June 30, 2022.

***Stock-based compensation expenses.*** Stock-based compensation expenses included in instructional costs and services, selling and promotional, and general and administrative expenses were $4.3 million and $4.7 million for the six months ended June 30, 2023 and 2022, respectively. Stock-based compensation costs include accelerated expense for retirement-eligible employees and performance stock unit incentive costs.

***Gain on acquisition.*** The $3.8 million gain on acquisition for the for the six months ended June 30, 2022 resulted from the GSUSA Acquisition and represents the excess of the fair value of net assets acquired over consideration paid.

***Interest expense.*** Interest expense was $2.9 million and $6.7 million for the six months ended June 30, 2023 and 2022, respectively. The decrease in interest expense was primarily due to the decrease in the outstanding balance in our senior secured term loan facility. In December 2022, we made $65.0 million in prepayments to reduce our outstanding debt.

***Income tax benefit.*** We recognized an income tax benefit of $16.6 million and $34.3 million, for the six months ended June 30, 2023 and 2022, respectively, or an effective tax rate benefit of 22.5% in 2023 compared to an effective tax rate benefit of 24.7% in 2022. The six months ended June 30, 2023 and 2022 include a $15.8 million and $36.0 million income tax benefit related to the impairment of goodwill and intangible assets, respectively. Excluding the $15.8 million and $36.0 million income tax benefits, the income tax benefit for the six months ended June 30, 2023 was $0.8 million, or an effective tax rate benefit of 7.9%, compared to income tax expense of $1.7 million, or an effective tax rate of 28.9%, for the six months ended June 30, 2022. The 2023 effective tax rate was impacted by non-deductible expenses in relation to the pre-tax loss for the period. The 2022 effective tax rate was impacted by the non-taxable gain on acquisition and higher non-deductible expenses in relation to the pre-tax income for the period.

***Net (loss) income.*** Our net loss was $57.0 million and $104.7 million for the six months ended June 30, 2023 and 2022, respectively, a decrease in net loss of $47.7 million. This decrease was related to the factors discussed above.

***Preferred stock dividends.*** Preferred stock dividends for the six months ended June 30, 2023 were $2.9 million. The Series A Senior Preferred Stock was issued in December 2022, and therefore there were no preferred stock dividends issued in the comparable prior year period.

***Net income (loss) available to common stockholders.*** The net loss available to common stockholders was $59.9 million and $104.7 million for the six months ended June 30, 2023 and 2022, respectively, a decrease in net loss available to common stockholders of $44.8 million. This decrease was related to the factors discussed above.

### Analysis of Operating Results by Reportable Segment

The following table provides details on our operating results by reportable segment for the respective periods (in thousands):

*(Unaudited)*

*(Unaudited)*

| Revenue: | Three Months Ended June 30, 2023 | 2022 | Six Months Ended June 30, 2023 | 2022 |
| --- | ---: | ---: | ---: | ---: |
| APUS Segment | $73,557 | $69,904 | $147,535 | $142,994 |
| RU Segment | 51,971 | 63,891 | 109,438 | 130,990 |
| HCN Segment | 14,266 | 11,486 | 27,406 | 23,027 |
| Corporate and Other | 7,420 | 4,327 | 12,524 | 7,344 |
| **Total Revenue** | $147,214 | $149,608 | $296,903 | $304,355 |
| **Income (loss) from operations before interest and income taxes:** |  |  |  |  |
| APUS Segment | $18,941 | $13,624 | $36,015 | $26,806 |
| RU Segment | (77,274) | (146,553) | (90,138) | (145,662) |
| HCN Segment | (235) | (630) | (1,538) | (1,625) |
| Corporate and Other | (6,700) | (7,701) | (14,977) | (15,579) |
| **Total loss from operations before interest and income taxes** | $(65,268) | $(141,260) | $(70,638) | $(136,060) |

#### APUS Segment

For the three months ended June 30, 2023, the $3.7 million, or 5.2%, increase to approximately $73.6 million in revenue in our APUS Segment was primarily attributable to higher net course registrations. Net course registrations increased 5.7% to approximately 88,300 from approximately 83,500 in the prior year period, primarily due to an increase in registration by military students utilizing TA, which generate a lower revenue per registration than other funding sources. Income from operations before interest and income taxes increased to $18.9 million, or by 39.0%, during the three months ended June 30, 2023 from $13.6 million in the prior year period, an increase of $5.3 million, as a result of the increase in revenue and an overall decrease in expenses as compared to the same period in 2022.

For the six months ended June 30, 2023, the $4.5 million, or 3.2%, increase to approximately $147.5 million in revenue in our APUS Segment was primarily attributable to higher net course registrations. Net course registrations increased 4.0% to approximately 184,500 from approximately 177,400 in the prior year period, primarily due to an increase in registration by military students utilizing TA, which generate a lower revenue per registration than other funding sources. Income from operations before interest and income taxes increased to $36.0 million, or by 34.4%, during the six months ended June 30, 2023 from $26.8 million in the prior year period, an increase of $9.2 million, as a result of the increase in revenue and an overall decrease in expenses as compared to the same period in 2022.

#### RU Segment

For the three months ended June 30, 2023, the $11.9 million, or 18.7%, decrease to approximately $52.0 million in revenue in the RU Segment was primarily due to a 12.6% decrease in total student enrollment driven by a 22.0% decrease in nursing enrollment as compared to the prior year period, partially offset by tuition increases in certain programs implemented in January 2023. The RU Segment loss from operations for the three months ended June 30, 2023 and 2022 includes goodwill and intangible asset impairment charges and the corresponding tax impacts of $64.0 million and $144.9 million, respectively. The RU Segment loss from operations before interest and income taxes was $77.3 million for the three months ended June 30, 2023, compared to a loss from operations of $146.6 million in the prior year period. Excluding the impairment charges, the RU Segment loss from operations before interest and income taxes was $13.3 million for the three months ended June 30, 2023, compared to a loss from operations before interest and income taxes of $1.7 million in the prior year period.

For the six months ended June 30, 2023, the $21.6 million, or 16.5%, decrease to approximately $109.4 million in revenue in the RU Segment was primarily due to a 12.1% decrease in total student enrollment driven by a 20.0% decrease in nursing enrollment, partially offset by tuition increases in certain programs which took effect in January 2023, as compared to the same period in 2022. The RU Segment loss from operations before interest and income taxes was $90.1 million for the six months ended June 30, 2023, compared to a loss from operations of $145.7 million for the six months ended June 30, 2022. The RU Segment loss from operations for the six months ended June 30, 2023 and 2022 includes goodwill and intangible asset impairment charges and the corresponding tax impacts of $64.0 million and $144.9 million, respectively. Excluding the impairment charges, the RU Segment loss from operations before interest and income taxes was $26.1 million for the three months ended June 30, 2023, compared to a loss from operations before interest and income taxes of $0.8 million in the prior year period.

We believe this decline in total nursing enrollment was caused, in part, by the prior departure of leadership accountable for enrollment and nursing operations and caps on nursing student enrollment at certain RU campuses.

#### HCN Segment

For the three months ended June 30, 2023, the $2.8 million, or 24.2% increase to approximately $14.3 million in revenue in our HCN Segment was primarily due to year-over-year increase in total student enrollment, as well as a 5% tuition increase implemented during the second quarter. Total student enrollment increased 22.3% to approximately 3,000 students as compared to the same period in 2022. The loss from operations before interest and income taxes was $0.2 million during the three months ended June 30, 2023, compared to a loss from operations before interest and income taxes of $0.6 million in the same period in 2022, a decrease of $0.4 million.

For the six months ended June 30, 2023, the $4.4 million, or 19.0% increase to approximately $27.4 million in revenue in our HCN Segment was primarily due to year-over-year increases in total student enrollment. Total student enrollment increased 16.2%, as compared to the same period in 2022. The loss from operations before interest and income taxes was $1.5 million during the six months ended June 30, 2023, compared to a loss from operations before interest and income taxes of $1.6 million in the same period in 2022, a decrease of $0.1 million.

We believe that the increase in total student enrollment is primarily due to the opening of new campuses, including the Detroit, Michigan campus, which opened in October 2022.

### Liquidity and Capital Resources

### Liquidity

Cash and cash equivalents were $139.4 million and $129.5 million at June 30, 2023 and December 31, 2022, respectively, representing an increase of $9.9 million, or 7.6%. The increase in cash was primarily due to payments received by APUS from the Army, which totaled approximately $42 million during the first six months of 2023, of which approximately $20.9 million in payments related to periods prior to 2023, and the timing of other receipts and payments. We have historically financed operating activities and capital expenditures with cash provided by operating activities. We expect to continue to fund our costs and expenses through cash generated from operations. For more on our material cash requirements from known contractual and other obligations, please refer to the section entitled “Contractual Obligations” in Item 7 of Part II of our Annual Report.

We derive a significant portion of our revenue from our participation in ED’s Title IV programs, for which disbursements are governed by federal regulations. We have typically received disbursements under Title IV programs within 30 days of the start of the applicable course or term. Another significant source of revenue is derived from TA from the DoD and programs from the U.S. Department of Veterans Affairs. Generally, these funds are received within 60 days of the start of the courses to which they relate.

The Higher Education Act of 1965, as amended, requires for-profit education institutions to comply with what is commonly referred to as the 90/10 Rule, which imposes sanctions on institutions that derive more than 90% of their total revenue on a cash accounting basis from Title IV programs, as calculated under ED’s regulations. Payments from the Army that were expected in 2022 are being received in 2023, which, together with recent changes to the 90/10 Rule and faster enrollment growth among service members than non-military growth, has caused APUS’s 90/10 Rule percentage to increase and could make it more difficult for APUS to meet the 90/10 Rule requirements for 2023. Failure to meet the 90/10 Rule for fiscal 2023, which would require APUS to notify ED and students of this failure, would lead to placement of APUS on provisional certification status for two years with respect to its Title IV participation, could subject us to heightened regulatory scrutiny and possible adverse regulatory action, and could damage our reputation, which would have a material adverse impact on our results of operation, cash flow, and financial condition. Steps that we may take to reduce our 90/10 Rule percentage in order to comply with the 90/10 Rule may require us to make significant cash expenditures to acquire new students who do not receive educational assistance funds provided by a federal agency, which would reduce the amount of cash we have available to fund our operations. Furthermore, any future delays in receipt of funds from the Army or other service branches could have an adverse impact on our cash flow and results of operations. For more information please refer to the section entitled “Risk Factors” in our Annual Report.

During the third quarter of 2022, the Army transitioned from the initial version of ArmyIgnitED, a system for soldiers to use to request TA, to ArmyIgnitED 2.0, with a new third-party service provider, and announced that all TA requests for courses beginning on or after October 1, 2022 must be submitted via ArmyIgnitED 2.0. As part of this change, the Army stopped allowing institutions to submit invoices from July 30, 2022 until August 29, 2022, which impacted our ability to collect on our accounts receivable and caused our accounts receivable to increase. In early 2023, we experienced an improvement in Army’s processing of current invoices and payments, while continuing to work with the Army on invoices submitted during the transition to ArmyIgnitED 2.0. During the six months ended June 30, 2023, APUS received approximately $42.0 million in payments from the Army as compared to $38.8 million in payments received from the Army during the six months ended June 30, 2022. As of June 30, 2023, approximately $10.6 million, of which $6.1 million is older than 60 days from the course start date, was due from the Army, as compared to $26.0 million due from the Army as of December 31, 2022, of which $16.5 million was older than 60 days from the course start date.

Capital expenditures could be higher in the future as a result of, among other things, additional expenditures for technology or other business capabilities, including as a result of insourcing of information technology functions and marketing services from Collegis, the maintenance or relocation of existing campuses at RU and HCN and GSUSA’s classroom and administrative facility, the opening of new campuses at HCN, the acquisition or lease of existing structures or potential new construction projects, and necessary tenant improvements that arise as a result of our ongoing evaluation of our space needs and opportunities for physical growth.

Professional fees may continue to be elevated or increase as we continue the integration of RU and GSUSA and continue to evaluate enhancements to our business capabilities, particularly in technology.

RU has historically relied on Collegis for a variety of outsourced marketing services and information technology functions under one contract for marketing services and another for information technology functions. In April 2022, we notified Collegis that we intended to permit both contracts to expire by their terms on September 30, 2024. In October 2022, RU and Collegis mutually agreed to the termination of the marketing services contract effective January 31, 2023, rather than having the contract expire by its terms in September 2024. Expenses for the fourth quarter of 2022 include $3.9 million in transition fees in connection with the termination of the Collegis marketing services contract as specific transition obligations were completed, and first quarter of 2023 expenses include the remaining $2.4 million in transition service fees, for total non-recurring transition service fees of $6.3 million.

Outsourced information technology services under the Collegis information technology contract will continue until September 30, 2024. The total minimum expenses for information technology services over the remaining period is approximately $11.3 million.

We plan to transition all of the information technology services currently outsourced to Collegis back to our operations or to one or more other third-party vendors. As we continue to develop our transition plans, at this time we estimate that the cost of the transition will be between approximately $1.0 million and $1.5 million for the remainder of 2023, and between approximately $4.0 million and $5.0 million in 2024.

#### Share Repurchase Program

On March 16, 2023, our Board of Directors confirmed the availability under our existing share repurchase program to repurchase up to approximately $8.0 million of shares of our common stock. We fully expended this $8.0 million as of April 30, 2023 and repurchased a total of 1,335,357 shares of our common stock.

#### Operating Activities

Net cash provided by operating activities was $28.5 million and $45.4 million for the six months ended June 30, 2023 and 2022, respectively. The decrease in cash from operating activities was primarily an increase in negative cash flow from operations in our RU and HCN Segments, and changes in working capital due to the timing of receipts and payments. Accounts receivable at June 30, 2023 decreased approximately $11.9 million compared to December 31, 2022, primarily as a result of improvement in Army’s processing of invoices and payments to APUS. Accounts payable, accrued liabilities, and accrued compensation and benefits at June 30, 2023 were approximately $4.0 million higher than December 31, 2022, primarily due to the timing of payment processing.

#### Investing Activities

Net cash used in investing activities was $6.6 million and $4.6 million for the six months ended June 30, 2023 and 2022, respectively. Investing activities for the six months ended June 30, 2023 include capital expenditures of $6.6 million. For the six months ended June 30, 2022, capital expenditures were $7.3 million, partially offset by net proceeds from the GSUSA Acquisition of $1.9 million and the proceeds from the sale of real property of $0.8 million, respectively.

#### Financing Activities

Net cash used in financing activities was $12.0 million and $5.9 million for the six months ended June 30, 2023 and 2022, respectively. Financing activities for the six months ended June 30, 2023 include $2.9 million related to the payment of dividends on our preferred stock and $8.0 million used for the repurchase of our common shares, and $1.0 million for the deemed repurchase of our common stock to satisfy minimum tax-withholding requirements in connection with the vesting of restricted stock grants. For the six months ended June 30, 2022, the cash used in financing activities was primarily due to $1.5 million used for the deemed repurchase of our common stock to satisfy minimum tax-withholding requirements in connection with the vesting of restricted stock grants and $4.4 million in principal payments on our long term debt. Due to debt prepayments made in December 2022, no further principal payments are required on our outstanding debt until 2027.

### Contractual Commitments

We have various contractual obligations consisting of operating leases and purchase obligations. Purchase obligations include agreements with consultants, contracts with third-party service providers, and other future contracts or agreements. For a summary of our contractual obligations, please refer to Item 7 of Part II of our Annual Report.

Outsourced information technology services under the Collegis information technology contract will continue until September 30, 2024. The total minimum expenses for information technology services over the remaining period is approximately $11.3 million. We plan to transition all of the information technology services currently outsourced to Collegis back to our operations or to one or more other third-party vendors in the future. In October 2022, RU and Collegis mutually agreed to the termination of the marketing services contract effective January 31, 2023, rather than having the contract expire by its terms in September 2024. Expenses for the fourth quarter of 2022 include $3.9 million in transition fees in connection with the termination of the Collegis marketing services contract as specific transition obligations were completed, and first quarter of 2023 expenses include the remaining $2.4 million in transition service fees, for total non-recurring transition service fees of $6.3 million. We completed the transition of RU marketing in-house to our centralized marketing team during the first quarter of 2023.

## Market risk

As filed, 1,925 characters.

### Market Risk

We had no material derivative financial instruments or derivative commodity instruments as of June 30, 2023. We maintain our cash and cash equivalents in bank deposit accounts, money market funds and short-term U.S. Treasury bills. The bank deposits exceed federally insured limits. We have historically not experienced any losses in such accounts. We believe we are not exposed to any significant credit risk on cash and cash equivalents. Due to the short-term duration of our investment portfolio and the low risk profile of our investments, a 10% increase or decrease in interest rates would not have a material impact on the fair market value of our portfolio.

### Interest Rate Risk

We are subject to risk from changes in interest rates primarily relating to our investment of funds in short-term U.S. treasury bills issued at a discount to their par value. Our future investment income will vary due to changes in interest rates.

In the normal course of business, we employ established policies and procedures to manage our exposure to changes in interest rates. For every 100 basis points increase in Term SOFR on our variable rate indebtedness, we would incur an incremental $1.0 million in interest expense per year, excluding any offset from the interest rate cap agreement. To reduce our exposure to market risks from increases in interest rates on our variable rate indebtedness we entered into a hedging arrangement in the form of an interest rate cap agreement. The new interest rate cap agreement, as further discussed in “Note 8 Long Term Debt” included in the Notes to the Consolidated Financial Statements in this Quarterly Report, provides us with interest rate protection in the event the one-month Term SOFR rate increases above 1.78% and has a December 31, 2024 termination date. As of June 30, 2023, the interest rate cap agreement hedged $87.5 million of principal under our term loan.

## Controls and procedures

As filed, 1,010 characters.

### Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of June 30, 2023. Based upon the evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2023.

### Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 19,119 characters.

*An investment in our stock involves a high degree of risk. You should carefully consider the risks set forth in the “Risk Factors” section of our Annual Report and the other information set forth in this Quarterly Report on Form 10-Q, our Annual Report, and the additional information in the other reports we file with the SEC. If any of the risks contained in those reports actually occur, our business, results of operation, financial condition, and liquidity could be harmed, the value of our securities could decline, and you could lose all or part of your investment. With the exception of the following, there have been no material changes in the risk factors set forth in the “Risk Factors” section of our Annual Report.*

***RU’s Bloomington, Minnesota ADN program has been adversely impacted by regulatory action and heightened scrutiny as a result of the failure to meet applicable regulatory and accreditor requirements, and further action by regulators and accreditors could result in additional adverse impacts or cause us to have to close the program.***

RU’s Bloomington, Minnesota ADN program has been subject to adverse action and heightened scrutiny from regulators as a result of continued failure to meet applicable regulatory and accreditor requirements, and further action by such regulators, which we believe to be reasonably possible, could adversely impact our ability to continue the Bloomington, Minnesota ADN program or potentially the ADN programs at all of RU’s Minnesota campuses, which would have an adverse effect on our results of operations, cash flows, and financial condition. In September 2021, ACEN placed conditions on the Bloomington, Minnesota ADN program’s continued accreditation, requiring it to demonstrate compliance with all applicable accreditation criteria within two years. ACEN conducted a site visit at the Bloomington, Minnesota ADN program for April 2023. In June 2023, ACEN’s site visit team recommended denial of continuing accreditation for the Bloomington, MN ADN program based on the team’s findings that the program did not demonstrate compliance with certain accreditation criteria related to student outcomes. However, RU has an opportunity to respond to this recommendation before the ACEN board makes a decision, and we believe that we have a strong rationale for why continuing accreditation should not be denied for this program. We expect the ACEN board to make a decision in September 2023. If ACEN denies continuing accreditation, RU has the ability to immediately reapply for accreditation with ACEN or with another national nursing accreditor, the first step of which would be candidacy. Due to previously self-imposed enrollment caps, enrollment in this program currently represents approximately 2% of RU’s current total enrollment. If RU is unable to obtain accreditation or candidacy status with ACEN or another national nursing accrediting body, RU would likely have to close its Bloomington, Minnesota ADN program, which would have an adverse impact on RU’s enrollments and RU’s and our results of operations, cash flows, and financial condition.

In addition, a stipulation and consent order with the Minnesota Board of Nursing, or MBN, requires the Bloomington, Minnesota ADN program to among other things reach applicable NCLEX pass rate standards by the end of 2023 and maintain a specified student to faculty ratio in 2023, with a potential penalty up to and including withdrawal of program approval. The student to faculty ratio limit constrains our ability to enroll students based on our ability to attract and retain qualified faculty. RU voluntarily further reduced enrollments in the Bloomington ADN program for new cohorts that started in January 2023, but there can be no assurance that these or other efforts will improve NCLEX scores above the applicable threshold or by the required deadline, if at all, or that the program will be found to be in compliance with the order. As a result of the order, the Minnesota Office of Higher Education, or MOHE, informed RU that it expects RU to identify a clinical site for each student within 50 miles from the student’s home, disclose to potential students that RU may not be able to satisfy the MBN’s order, provide options for students unable to complete the program if the MBN were to withdraw program approval, including a refund option, and provide MOHE with copies of any reports submitted to MBN or ACEN as they become available. The MBN order and MOHE’s related scrutiny could have an adverse impact on our reputation and ability to enroll students, and could result in the closure of the Bloomington, Minnesota ADN program, which would have an adverse impact on RU’s enrollments and RU’s and our results of operations, cash flows, and financial condition.

***We may not achieve the anticipated benefits of our cost savings efforts, including reductions in force, and any savings may be offset by increased costs in other areas.***

On August 1, 2023, we completed a reduction in force that resulted in the termination of 35 employees and the elimination of 46 open positions across a variety of roles and departments. The reduction in force is expected to result in pre-tax labor and benefit savings in 2023 of approximately $3.8 million, excluding severance costs, and approximately $8.1 million in savings on an annualized basis. The headcount reductions reflect our ongoing efforts focused on realigning our organizational structure, eliminating redundancies, and optimizing certain functions. We continue to examine our cost structure for additional opportunities in the near term. We anticipate completing our current review during the third quarter of 2023, and there can be no assurance that we will be successful or recognize the benefits we anticipate from our cost savings efforts. Furthermore, some of the savings anticipated in 2023 will be offset in the short-term by severance and other related costs, and over the long-term may be offset by increases to wages and salaries necessary to remain competitive, or by additional hiring if we determine it is necessary. Reductions in force may also result in increased costs, as opposed to cost savings, including due to associated legal risks, and could distract management and employees. This headcount reduction, together with previous headcount reductions, could also adversely affect employee morale and make it more difficult to hire and retain qualified personnel.

***ED’s recently proposed rulemaking on gainful employment requirements could materially and adversely affect our business if finalized.***

On May 19, 2023, ED released a notice of proposed rulemaking that would modify regulations related to Title IV participation, including gainful employment requirements, or the GE Proposal. The GE Proposal contemplates two new metrics that ED would use to determine the Title IV eligibility of gainful employment programs. The two metrics are referred to as the debt-to-earnings rates (which include two rates, the discretionary earnings rate and the annual earnings rate) and the earnings premium measure. ED released with the GE Proposal a data set, referred to as the program performance data, or the PPD, that includes calculations of the two metrics. The methodology ED used to produce the PPD differs from the proposed methodology in the GE Proposal because of data limitations, and any final regulation’s methodology may change as compared to the GE Proposal. However, out of the 30 RU programs, 47 APUS programs, and three HCN programs that ED assessed, which includes one program no longer offered at HCN, in the PPD for which gainful employment data was available, six RU programs and three APUS programs failed one or both of the new measures. Programs that fail at least one of the metrics would need to warn students that the program risks losing access to Title IV funding, and programs that fail to meet the metrics twice in a three-year period would lose access to Title IV funding. Under the GE Proposal, the failure of any of our institutions’ programs to meet the required metrics could therefore adversely impact those institutions and programs. At this time, the outcome of the gainful employment rulemaking remains uncertain, and it is difficult to predict whether our institutions’ programs will satisfy any future gainful employment metrics, including whether the programs identified as failing in the PPD will in fact fail or whether other programs will fail or pass. Any final gainful employment requirements would be effective no earlier than July 1, 2024.

***ED is conducting and will in the future conduct compliance reviews of our institutions, which could disrupt our institutions’ operations and adversely affect their performance.***

ED regularly conducts program reviews of educational institutions that are participating in Title IV programs and the ED OIG regularly conducts audits and investigations of such institutions. ED finalized a Title IV program review of RU in July 2023, and APUS is currently subject to an ongoing Title IV program review.

In September 2022, RU received a program review report from ED with respect to the previously disclosed open program review for the 2015-2016 and 2016-2017 award years. ED asserted 14 findings of noncompliance with Title IV rules, including rules related to Title IV administration, policies, and consumer information and reporting requirements, and the federal work study, Pell Grant, and Federal Supplemental Educational Opportunity Grant programs. The program review report required RU to do a review in connection with the federal work study finding, prepare policies and procedures, return small amounts of funds to two students, provide training, and take other actions in connection with the findings, and to provide a response, which RU timely provided. In July 2023, RU received a final program review report from ED in which ED found that all the findings of noncompliance with Title IV rules had been resolved with a total liability of approximately $4,200 including a de minimis amount of interest associated with the liability.

In July 2023, ED began a program review of APUS’s administration of Title IV programs during the 2021-2022 and 2022-2023 award years that includes a review of compliance with the 90/10 Rule. At this time, we cannot predict the outcome of the APUS program review, when it will be completed, whether there will be any adverse findings in the resulting program review report, what findings there may be related to 90/10 Rule compliance, if any, or whether ED will place any liability or other limitations on APUS as a result of the review.

If the results of compliance reviews or other proceedings are unfavorable to us, our institutions may be required to pay monetary damages or be subject to fines, limitations, loss of Title IV funding, injunctions, or other penalties, including the requirement to make refunds. Any one of these sanctions could materially adversely affect our business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our institutions, which may materially adversely affect our ability to operate. In addition, even if our institutions adequately address issues raised by an agency review, we may have to divert significant financial and management resources from our ongoing business operations to address issues raised by those reviews.

***HLC moved APUS from the Open Pathway for reaffirmation of accreditation to the Standard Pathway, which will result in a comprehensive site visit occurring for the mid-cycle review in year four of the ten year accreditation cycle instead of a panel review.***

HLC has determined to conduct a focused visit at APUS no later than March 2024. Specifically, HLC found potential concerns regarding APUS’s compliance with standards related to program development oversight and program assessment processes as a result of certain courses not being available for students in one program. Pursuant to HLC policy, APUS has transitioned from the Open Pathway to the Standard Pathway because of the decision to conduct a focused visit. As a result of this transition, APUS will be subject to a comprehensive site-visit for the year four mid-cycle review under the Standard Pathway, to take place in 2024-2025. The reaffirmation of accreditation site visit date remains unchanged and will take place 2030-2031.

HLC’s focused visit will result in a written report addressing the topics of concern identified in the action letter calling for the focused visit. The focused visit team report will include a recommendation to accept the report or may call for additional monitoring, sanction, show-cause order, or withdrawal of accreditation. Although APUS would have the opportunity to respond prior to any HLC action on the report, we cannot be sure that the HLC team will not identify deficiencies at APUS during the focused visit or call for negative accreditation-related action against APUS as a result.

***RU’s Illinois ADN program has been adversely impacted by regulatory action, including as a result of the failure to meet applicable NCLEX pass rates, and further action by regulators and accreditors could result in additional adverse impacts.***

RU’s Illinois ADN program has not met state-established first-time NCLEX benchmarks for three consecutive years. In February 2022, RU’s Illinois ADN program was placed on probationary status by the Illinois Department of Financial and Professional Regulation, or IDFPR, as a result of which RU is required to temporarily reduce admitted students in the program by 25% and has two years to demonstrate evidence of implementing strategies to correct deficiencies and satisfy the required NCLEX pass rate. If after two years the pass rate does not satisfy the required standard, the program will be reevaluated by the IDFPR for a determination as to whether the program will be allowed to continue on probation or whether it should be disapproved. While we have seen a recent improvement in the RU Illinois ADN program’s first-time NCLEX pass rate, the improved rate may not persist or further improve, and the IDFPR could require us to continue on probationary status, impose additional restrictions on RU’s Illinois ADN program, or determine that the program should be disapproved, which would have an adverse effect on our results of operations, cash flows, and financial condition.

An Illinois statute also requires nursing programs in the state to have achieved accreditation by the end of 2022 in order to meet state approval requirements. RU’s Illinois ADN program has been in candidacy status for initial accreditation with ACEN since July 2020. Although the IDFPR has indicated that candidacy status satisfies this requirement, the IDFPR could change its position. ACEN will not grant accreditation to a program on probationary status with the IDFPR, as RU’s Illinois ADN program is. The current candidacy is set to expire in July 2024. If ACEN ultimately denies initial accreditation and RU is unable to obtain accreditation or candidacy status with another national nursing accrediting body, RU would likely have to close the Illinois ADN program. Illinois HB2509, which is described in more detail in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Regulatory and Legislative Activity” above, may provide a path forward for RU. It could lead to RU’s removal from probation and full ACEN accreditation, providing RU with additional time to improve NCLEX rates. However, there is no assurance that HB2509 will be signed into law, or that if signed, it will benefit RU’s Illinois ADN program as anticipated.

***Our institutions may lose eligibility to participate in Title IV programs if their student loan default rates are too high, and our future growth could be impaired as a result.***

As described more fully under “Regulatory Environment – Student Financing Sources and Related Regulations/ Requirements – Department of Education – Regulation of Title IV Financial Aid Programs – Student Loan Defaults” in our Annual Report, to remain eligible to participate in Title IV programs, an educational institution’s federal student loan cohort default rates must remain below certain specified levels. If an institution’s cohort default rate equals or exceeds 30% for any given year, it must establish a default prevention task force and develop a default prevention plan with measurable objectives for improving the cohort default rate. Educational institutions will lose eligibility to participate in Title IV programs if their cohort default rate is equal to or greater than 30% for three consecutive years, or if the cohort default rate exceeds 40% for any given year.

Government policies to minimize the adverse economic impact of the COVID-19 pandemic have artificially lowered our institutions’ cohort default rates, which nevertheless may be higher than otherwise expected as a result of the pandemic. Congress and ED implemented a temporary freeze on student loan payments and interest accruals, which means borrowers are less likely to default on their loans and our institutions’ cohort default rates are lower not because borrowers are making timely repayments but because the government is allowing them not to make payments. In June 2023, the Fiscal Responsibility Act was enacted, ending the freeze on payments and interest accruals. Accordingly, interest accrual on federal student loans will resume on September 1, 2023 and payments will be due beginning October 1, 2023, which may lead to an increase in defaults and therefore an increase in our institutions’ cohort default rates.

ED has announced a 12-month “on-ramp” to repayment, running from October 1, 2023 to September 30, 2024, so that financially vulnerable borrowers who miss monthly payments during this period will not be considered delinquent, reported to credit bureaus, placed in default, or referred to debt collection agencies. ED has also announced other actions intended to provide debt relief and support for student loan borrowers, such as instituting a new income-driven repayment plan. However, there can be no assurance that our institutions’ cohort default rates will benefit from these efforts, and the eventual end of the “on-ramp” period may also lead to an increase in defaults.

If one of our institutions loses its eligibility to participate in Title IV programs because of high student loan default rates, students would no longer be eligible to use Title IV program funds at that institution, which would significantly reduce that institution’s enrollments and revenue and cash flows and have a material adverse effect on our results of operations. In addition, if Congress or ED restricts permitted types of default prevention assistance, the default rates of our former students may be negatively impacted. Congress could also increase the measuring period, which could also negatively impact student default rates.

Filed Aug 8, 2023.
Source: SEC EDGAR, the filing index for accession 0001201792-23-000012. Last ingested by Listed: Oct 29, 2026, 16:20 ET. No prices; not investment advice.