What changed in PERDOCEO EDUCATION Corp's 2023 10-K compared to 2022?

Across the narrative sections we track, PERDOCEO EDUCATION Corp (PRDO) added 591 paragraphs, removed 479, and edited 381 between the 2022 and 2023 10-K filings. The biggest movers are Item 1. Business (+443/−345), Item 7. Management's Discussion & Analysis (+118/−111), Item 5. Market for Registrant's Common Equity (+21/−14).

What changed in PERDOCEO EDUCATION Corp's MD&A (Item 7) in 2023?

Item 7 Management's Discussion & Analysis shows 118 new/edited paragraphs and 111 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Where does this PRDO 10-K diff come from?

The source filings are PERDOCEO EDUCATION Corp's official 2022 and 2023 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in PERDOCEO EDUCATION Corp's 10-K — 2022 vs 2023

Paragraph-level year-over-year comparison of PERDOCEO EDUCATION Corp's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+591 added−479 removedSource: 10-K (2024-02-21) vs 10-K (2023-02-23)

Top changes in PERDOCEO EDUCATION Corp's 2023 10-K

591 paragraphs added · 479 removed · 381 edited across 5 sections

Item 1. Business+443 / −345 · 275 edited
Item 7. Management's Discussion & Analysis+118 / −111 · 84 edited
Item 5. Market for Registrant's Common Equity+21 / −14 · 14 edited
Item 7A. Quantitative and Qualitative Disclosures About Market Risk+6 / −5 · 5 edited
Item 2. Properties+3 / −4 · 3 edited

Item 1. Business

Business — how the company describes what it does

275 edited+168 added−70 removed295 unchanged

2022 filing

2023 filing

Biggest changeSee Item 1A, 15 “Risk Factors – Risks Related to the Highly Regulated Field in Which We Operate – The extensive regulatory requirements applicable to our business may change, in particular as a result of the scrutiny of the for-profit postsecondary education sector and efforts of the Biden administration, which could require us to make substantial changes to our business, reduce our profitability and make compliance more difficult," for information about the potential impact of new regulations on our business.

Biggest changeSee Item 1A, “ Risk Factors – Risks Related to the Highly Regulated Field in Which We Operate –The extensive regulatory requirements applicable to our business may change, in particular as a result of the scrutiny of the for-profit postsecondary education sector and efforts of the current administration, which could require us to make substantial changes to our business, reduce our profitability and make compliance more difficult," for information about the potential impact of new regulations on our business. 2023 Negotiated Rulemakings: On May 19, 2023, the Department published a Notice of Proposed Rulemaking for the following rules: • Gainful Employment (" GE ") • Financial Value Transparency (" FVT ") 16 • Financial Responsibility • Administrative Capability • Certification Procedures • Ability to Benefit (" ABT ") GE and FVT Negotiated Rulemaking Following public comment on proposed rules, on October 10, 2023, the Department published final regulations for a new GE rule.

Faculty hired by our academic institutions are evaluated for proficiency in the following competencies: • communication; • assessment of student learning; 5 • instructional methodology (pedagogy); • subject matter expertise; • utilization of technology to enhance teaching and learning; • acknowledgement and accommodation of diversity in learners; • student engagement; • promotion of active student learning; • compliance with academic institution policy; and • demonstration of scholarship.

Faculty hired by our academic institutions are evaluated for proficiency in the following competencies: • communication; • assessment of student learning; • instructional methodology (pedagogy); • subject matter expertise; • utilization of technology to enhance teaching and learning; • acknowledgement and accommodation of diversity in learners; • student engagement; • promotion of active student learning; • compliance with academic institution policy; and 5 • demonstration of scholarship.

These new regulations from the November 1, 2022 Final Rule include the following topics: • discharges for borrowers with a total and permanent disability; • eliminating certain interest capitalization events not required by statute; • discharges for when a school falsely certifies a student was eligible for Title IV Program financial aid; • closed school discharges; • expanding and simplifying public service loan forgiveness; • modifying the bases for borrower defense to repayment (" BDR ") claims as well as the adjudication processes for student claims; • modifying the procedures for recovering funds from schools for loans discharged pursuant to the borrower defense to repayment process; and • prohibiting schools from adopting or enforcing pre-dispute arbitration agreements and waivers of class action lawsuits.

These new regulations from the November 1, 2022 Final Rule include the following topics: • discharges for borrowers with a total and permanent disability; • eliminating certain interest capitalization events not required by statute; • discharges for when a school falsely certifies a student was eligible for Title IV Program financial aid; • closed school loan discharges; • expanding and simplifying public service loan forgiveness; • modifying the bases for borrower defense to repayment (" BDR ") claims as well as the adjudication processes for student claims; • modifying the procedures for recovering funds from schools for loans discharged pursuant to the borrower defense to repayment process; and • prohibiting schools from adopting or enforcing pre-dispute arbitration agreements and waivers of class action lawsuits.

If the Department determines that one of our institutions has engaged in substantial misrepresentation, the Department may revoke the institution’s program participation agreement, deny applications from the institution for approval of new programs or locations or other matters, or initiate proceedings under its borrower defense to repayment regulations to fine the institution or limit, suspend, or terminate its eligibility to participate in Title IV Programs; the institution could also be exposed to increased risk of action under the Federal False Claims Act.

If the Department determines that one of our institutions has engaged in substantial misrepresentation, the Department may revoke the institution’s program participation agreement, deny applications from the institution for approval of new programs or locations or other matters, initiate proceedings under its borrower defense to repayment regulations, or fine, limit, suspend, or terminate its eligibility to participate in Title IV Programs; the institution could also be exposed to increased risk of action under the Federal False Claims Act.

We make available within the “Investor Relations” portion of our website under the caption “Annual Reports and SEC Filings,” free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, including any amendments to those reports, as soon as reasonably practicable after we electronically file or furnish such materials to the U.S.

We make available within the “Investor Relations” portion of our website under the caption “Annual Reports & SEC Filings,” free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, including any amendments to those reports, as soon as reasonably practicable after we electronically file or furnish such materials to the U.S.

Additionally, the lack of visibility into potential federal fund sources students may be using, the timing of the identification of the federal fund sources applicable to the 90-10 Rule, the lack of clarity regarding the definition of federal funds and those funds counting in the “10” as well as some of the technical aspects of the calculation methodology under the 90-10 Rule, interest levels and variability in the timing of receipts of future cash payments made for allowable non-Title IV programs offered by our institutions, all make it difficult to predict future compliance with the 90-10 Rule.

Additionally, the lack of visibility into potential federal fund sources students may be using, the timing of the identification of the federal fund sources applicable to the 90-10 Rule, the lack of clarity regarding the definition of federal funds and those funds counting in the “10” as well as some of the technical aspects of the calculation methodology under the 90-10 Rule, and interest levels and variability in the timing of receipts of future cash payments made for allowable non-Title IV programs offered by our institutions, all make it difficult to predict future compliance with the 90-10 Rule.

We have implemented various measures intended to reduce the percentage of our institutions’ cash basis revenue attributable to designated federal funding sources, including efforts to diversify the sources of our revenue.

These conditions may include, but are not limited to, restrictions on the total amount of Title IV Program funds that may be distributed to students attending the institutions; restrictions on programmatic and geographic expansion; requirements to obtain and post letters of credit; and additional reporting requirements to include additional interim financial or enrollment reporting.

These conditions may include, but are not limited to: restrictions on the total amount of Title IV Program funds that may be distributed to students attending the institutions; restrictions on programmatic, enrollment, and geographic expansion; requirements to obtain and post letters of credit; and additional reporting requirements to include additional interim financial or enrollment reporting.

Despite our belief expressed in responses submitted to the Department that the applications fail to establish a valid borrower defense and the Department should therefore deny them, the Department has already agreed in the Sweet Settlement to discharge most of the applications we are aware of.

We have been named as defendants in the past and/or currently in various lawsuits, investigations and claims covering a range of matters, including, but not limited to, violations of the federal securities laws, breaches of fiduciary duty and claims made by current and former students and employees of our institutions.

We have been named as defendants currently and/or in the past in various lawsuits, investigations and claims covering a range of matters, including, but not limited to, violations of the federal securities laws, breaches of fiduciary duty and claims made by current and former students and employees of our institutions.

A user who circumvents security measures could misappropriate confidential or proprietary information or personal information about our students or employees or could cause interruptions or malfunctions in operations or commit fraud. We have experienced malware and virus attacks on our systems which went undetected by our virus detection and prevention software.

A user who circumvents security measures could misappropriate confidential or proprietary information or personal information about our students or employees, cause interruptions or malfunctions in operations or commit fraud. We have experienced malware and virus attacks on our systems which went undetected by our virus detection and prevention software.

Failure to meet these standards may subject an institution to: (1) additional monitoring and reporting procedures, the costs of which may be significant , ; (2) alterations in the timing and process for receipt of cash pursuant to Title IV Programs; (3) a requirement to submit an irrevocable letter of credit to the Department in an amount equal to 10-100% of the Title IV Program funds received during its most recently completed fiscal year, which we may not have the capacity to provide; or (4) provisional certification for up to three years, in each case depending on the level of compliance with the standards and the Department’s discretion.

Failure to meet these standards may subject an institution to: (1) additional monitoring and reporting procedures, the costs of which may be significant , ; (2) alterations in the timing and process for receipt of cash pursuant to Title IV Programs; (3) a requirement to submit an irrevocable letter of credit to the Department in an amount equal to 10-100% or more of the Title IV Program funds received during its most recently completed fiscal year, which we may not have the capacity to provide; or (4) provisional certification for up to three years, in each case depending on the level of compliance with the standards and the Department’s discretion.

In addition to a borrower defense to repayment discharge of student loans based on an act or omission by a school, Department regulations provide that upon the closure of an institution participating in the Title IV Programs, including any location thereof, certain students who had attended such an institution or location may be eligible to obtain a “closed school loan discharge” of their federal student loans related to attendance at that institution or location, if they do not complete their educational programs at another location or online, or through transfer or teach-out with other postsecondary institutions.

In addition to a borrower defense to repayment discharge of student loans based on an act or omission by a school, Department regulations provide that upon the closure of an institution participating in the Title IV Programs, including any location thereof, certain students who had attended such an institution or location may be eligible to obtain a “closed school loan discharge” of their 34 federal student loans related to attendance at that institution or location, if they do not complete their educational programs at another location or online, or through transfer or teach-out with other postsecondary institutions.

The new regulations from the October 28, 2022 Final Rule include the following topics: • adopting new regulations to calculate the percentage of a for-profit school’s revenue that is derived from federal education assistance, referred to as the “90-10 Rule”; • placing additional requirements and limits on changes of ownership or control; and • Pell Grant eligibility for prison education programs.

The new regulations from the October 28, 2022 Final Rule include the following topics: 15 • adopting new regulations to calculate the percentage of a for-profit school’s revenue that is derived from federal education assistance, referred to as the “90-10 Rule”; • placing additional requirements and limits on changes of ownership or control; and • Pell Grant eligibility for prison education programs.

The focus is on getting these students financially prepared for school in a timely manner so that they can focus on their academic activities. 3 Every enrolled student is offered an orientation that is designed to prepare them to begin classes at our institutions. This orientation process also provides the opportunity for students to understand our academic and support services.

The focus is on getting these students financially prepared for school in a timely manner so that they can focus on their academic activities. Every enrolled student is offered an orientation that is designed to prepare them to begin classes at our institutions. This orientation process also provides the opportunity for students to understand our academic and support services.

These online courses offer upskilling and reskilling opportunities where one can develop skills and knowledge in a specific endeavor or area of interest. Instructional Delivery Our instructional delivery for our degree programs is based on the belief that learning depends on instructional methodologies that facilitate student engagement with the instructor, with other students, and with the course content.

These online courses offer upskilling and reskilling opportunities where one can develop skills and knowledge in a specific endeavor or area of interest. Instructional Delivery 4 Our instructional delivery for our degree programs is based on the belief that learning depends on instructional methodologies that facilitate student engagement with the instructor, with other students and with the course content.

In addition to potential liability associated with loan discharges, both the 2016 and 2019 borrower defense to repayment regulations include discussion of triggering events that may provide the Department discretion regarding periodic determinations of 28 our financial responsibility and associated enhanced financial protection in the form of a letter of credit or other security it determines it needs.

In addition to potential liability associated with loan discharges, both the 2016 and 2019 borrower defense to repayment regulations include discussion of triggering events that may provide the Department discretion regarding periodic determinations of our financial responsibility and associated enhanced financial protection in the form of a letter of credit or other security it determines it needs.

Further, we continue to make investments in and changes to our business which are designed to improve student experiences, retention and academic outcomes and support the long-term sustainable and responsible growth of our institutions. These initiative may not be successful or the success of these initiatives may reduce over time. Our student enrollments could suffer from any of these circumstances.

Further, we continue to make investments in and changes to our business which are designed to improve student experiences, retention and academic outcomes and support the long-term sustainable and responsible growth of our institutions. These initiatives may not be successful or the success of these initiatives may reduce over time. Our student enrollments could suffer from any of these circumstances.

Restrictions on Payment of Commissions, Bonuses and Other Incentive Payments An institution participating in Title IV Programs cannot provide any commission, bonus, or other incentive payment based directly or indirectly on success in securing enrollments or Title IV financial aid to any persons or entities engaged in any student recruiting or admission activities or in making decisions regarding the award of student financial assistance.

Restrictions on Payment of Commissions, Bonuses and Other Incentive Payments An institution participating in Title IV Programs cannot provide any commission, bonus, or other incentive payment based directly or indirectly on success in securing enrollments or awarding Title IV financial aid to any persons or entities engaged in any student recruiting or admission activities or in making decisions regarding the award of student financial assistance.

Recently, the Department has asserted loan discharge claims against us relating to closed campuses in our former All Other Campuses reporting segment for select students that withdrew or were dismissed from school just prior to a campus closure, despite the availability of a teach-out and opportunity to complete or other mitigating factors.

The Department has asserted loan discharge claims against us relating to closed campuses in our former All Other Campuses reporting segment for select students that withdrew or were dismissed from school just prior to a campus closure, despite the availability of a teach-out and opportunity to complete or other mitigating factors.

Coupled with the student advising model, our academic institutions continually review course content, pairing and sequencing to ensure workload levels build gradually as students develop skills and acclimate to course expectations which we believe improves academic outcomes. Courses have been redesigned to accommodate skill development holistically, which we believe will support progressive learning.

Coupled with the student advising model, our academic institutions continually review course content and sequencing to ensure workload levels build gradually as students develop skills and acclimate to course expectations, which we believe improves academic outcomes. Courses have been redesigned to accommodate skill development holistically, which we believe will support progressive learning.

The grounds on which a student may make a claim for BDR under these new rules include: • substantial misrepresentation, • substantial omission of fact, • breach of contract, • aggressive and deceptive recruitment, or • a federal, state judgment, departmental adverse action against an institution that could give rise to a borrower defense claim.

The grounds on which a student may make a claim for BDR under these new rules include: 23 • substantial misrepresentation, • substantial omission of fact, • breach of contract, • aggressive and deceptive recruitment, or • a federal, state judgment, departmental adverse action against an institution that could give rise to a borrower defense claim.

Although the Department published regulations in its Final Rule that are consistent with the consensus language reached during negotiated rulemaking, the Department included in the preamble to the regulation a number of interpretations are likely not consistent with the consensus language and that may potentially narrow and/or limit non-federal revenue that may be included by institutions in their annual calculations.

Although the Department published regulations in its Final Rule that are consistent with the consensus language reached during negotiated rulemaking, the Department included in the preamble to the regulation a number of interpretations that are not consistent with the consensus language and that may potentially narrow and/or limit non-federal revenue that may be included by institutions in their annual calculations.

We increased our student communication, counseling and other efforts in this area beginning in late 2016 and have begun to see improvements in the cohort default rate beginning with the 2016 cohort, however more recent rates have been favorably impacted by a pause in repayment requirements due to COVID as discussed above.

We increased our student communication, 21 counseling and other efforts in this area beginning in late 2016 and have begun to see improvements in the cohort default rate beginning with the 2016 cohort, however more recent rates have been favorably impacted by a pause in repayment requirements due to COVID as discussed above.

Transactions or events that constitute a change of control by one or more of the applicable regulatory agencies, including the Department, applicable state agencies, and accrediting bodies, include the acquisition of an institution from another entity or significant acquisition or disposition 22 of an institution’s equity. It is possible that some of these events may occur without our control.

Transactions or events that constitute a change of control by one or more of the applicable regulatory agencies, including the Department, applicable state agencies, and accrediting bodies, include the acquisition of an institution from another entity or significant acquisition or disposition of an institution’s equity. It is possible that some of these events may occur without our control.

Any such intellectual property claim could subject us to costly litigation and impose a significant strain on our financial resources and management personnel regardless of whether such claim has merit. We may incur liability for the unauthorized duplication or distribution of class materials posted online for class discussions.

Any such intellectual property claim could subject us to costly litigation and impose a significant strain on our financial resources and management personnel regardless of whether such claim has merit. 39 We may incur liability for the unauthorized duplication or distribution of class materials posted online for class discussions.

If the institution’s three-year cohort default rate exceeds 30% for three consecutive years, the institution will cease to be eligible to participate in Title IV Programs. 18 We have initiatives aimed at reducing the likelihood of our students’ failure to repay their loans in a timely manner.

If the institution’s three-year cohort default rate exceeds 30% for three consecutive years, the institution will cease to be eligible to participate in Title IV Programs. We have initiatives aimed at reducing the likelihood of our students’ failure to repay their loans in a timely manner.

Any such costs and expenses could have a material adverse effect on our financial condition and results of operations and the market price of our common stock. We need timely approval by applicable regulatory agencies to offer new programs or make substantive changes to existing programs.

Any such costs and 36 expenses could have a material adverse effect on our financial condition and results of operations and the market price of our common stock. We need timely approval by applicable regulatory agencies to offer new programs or make substantive changes to existing programs.

We aim to become a leading provider of online postsecondary education to non-traditional students, including adult learners. The core guiding principles we focus on in our pursuit of this goal are: • enhancing academic outcomes; 2 • improving academic quality and integrity; and • complying with regulations.

We aim to become a leading provider of online postsecondary education to non-traditional students, including adult learners. The core guiding principles we focus on in our pursuit of this goal are: • enhancing academic outcomes; • improving academic quality and integrity; and • complying with regulations.

The amount of a Direct PLUS Loan cannot exceed the student’s cost of attendance less all other financial aid received. 10 Federal Pell Grant and Federal Supplemental Educational Opportunity Grant Title IV Program grants are generally made to our students under the Federal Pell Grant (“Pell Grant”) program and the Federal Supplemental Educational Opportunity Grant (“FSEOG”) program.

The amount of a Direct PLUS Loan cannot exceed the student’s cost of attendance less all other financial aid received. Federal Pell Grant and Federal Supplemental Educational Opportunity Grant Title IV Program grants are generally made to our students under the Federal Pell Grant (“Pell Grant”) program and the Federal Supplemental Educational Opportunity Grant (“FSEOG”) program.

CTU was removed from provisional certification, while AIUS remains on provisional certification due to open regulatory review processes with the Department at the time of the renewal. Following the Trident acquisition and AIU’s implementation of a university system model, institutional accreditation and approval by the Department continues at the system level.

Future inquiries or actions by state or federal agencies could impact our accreditation status. If our institutions or programs are subject to accreditation actions or are placed on probationary or other negative accreditation status, we may experience adverse publicity, impaired ability to attract and retain students and substantial expense to obtain unqualified accreditation status.

Future inquiries or actions by state or federal agencies could negatively impact our accreditation status. If our institutions or programs are subject to accreditation actions or are placed on probationary or other negative accreditation status, we may experience adverse publicity, impaired ability to attract and retain students and substantial expense to obtain unqualified accreditation status.

As a provider of postsecondary education and a participant in federal and state programs providing financial assistance to students, we are subject to extensive laws and regulation at both the federal and state levels and by accrediting agencies. These requirements cover virtually all aspects of our business.

As a provider of postsecondary education and a participant in federal and state programs providing financial assistance to students, we are subject to extensive laws and regulation at both the federal and state levels and as well as by accrediting agencies. These requirements cover virtually all aspects of our business.

If we were to undergo a change of control and our institutions failed to obtain the required approvals from applicable regulatory agencies in a timely manner, our student population, financial condition, results of operations and cash flows could be materially adversely affected.

If we were to undergo a change of 25 control and our institutions failed to obtain the required approvals from applicable regulatory agencies in a timely manner, our student population, financial condition, results of operations and cash flows could be materially adversely affected.

The new regulations expanded the types of conduct that could support a successful borrower defense to repayment claim, including expanding the types of substantial misrepresentations that could support a claim and providing new sections addressing substantial omissions of fact, aggressive and deceptive recruitment, and adverse actions by the Department 27 against institutions.

During the process, the Department expressed a goal of making it easier for students to have their 14 loans discharged or forgiven and providing more favorable loan repayment terms. The Department also intends to make it easier to seek recovery of discharged loan funds from institutions.

During the process, the Department expressed a goal of making it easier for students to have their loans discharged or forgiven and providing more favorable loan repayment terms. The Department also intends to make it easier to seek recovery of discharged loan funds from institutions.

See Note 12 "Contingencies" to our consolidated financial statements and Item 1, "Business - Student Financial Aid and Related Federal Regulation - Compliance with Federal Regulatory Standards and Effect of Federal Regulatory Violations" for 30 additional discussion of these and certain other current matters.

See Note 12 " Contingencies " to our consolidated financial statements and Item 1, "Business - Student Financial Aid and Related Federal Regulation - Compliance with Federal Regulatory Standards and Effect of Federal Regulatory Violations " for additional discussion of these and certain other current matters.

Additionally, our online 8 institutions have separate state approval or recognition from the relevant state agency via participation in a consortia program called the State Authorization Reciprocity Agreement (“SARA”) in the states in which they enroll and/or recruit students.

Additionally, our online institutions have separate state approval or recognition from the relevant state agency via participation in a consortia program called the State Authorization Reciprocity Agreement (“SARA”) in the states in which they enroll and/or recruit students.

For example, the MOU requires an institution to agree to support DoD regulatory guidance, adhere to a bill of rights that is specified in the regulations, and participate in the proposed Military Voluntary Education Review program.

For example, the MOU requires an institution to agree to 11 support DoD regulatory guidance, adhere to a bill of rights that is specified in the regulations, and participate in the proposed Military Voluntary Education Review program.

These factors include: • the actual, anticipated or perceived impact of changes in the political environment or government policies; • the outcomes and impacts on our business of the Department’s rulemakings, and other changes in the legal or regulatory environment in which we operate; • negative media coverage of the for-profit education industry; 35 • general conditions in the postsecondary education field, including declining enrollments; • the initiation, pendency or outcome of litigation, accreditation reviews, regulatory reviews, inquiries and investigations, and any related adverse publicity; • failure of certain of our institutions or programs to maintain compliance under the 90-10 Rule or other regulatory standards; • our ability to meet or exceed, or changes in, expectations of analysts or investors, or the extent of analyst coverage of our company; • decisions by any significant investors to reduce their investment in us; • quarterly variations in our operating results, which sometimes occur due to the academic calendar and significant expense items that do not regularly occur; • loss of key personnel; • price and volume fluctuations in the overall stock market, which may cause the market price for our common stock to fluctuate significantly more than the market as a whole; and • general economic conditions.

These factors include: • the actual, anticipated or perceived impact of changes in the political environment or government policies; • the outcomes and impacts on our business of the Department’s rulemakings, and other changes in the legal or regulatory environment in which we operate; • negative media coverage of the for-profit education industry; • general economic conditions or conditions in the postsecondary education field, including declining enrollments; • the initiation, pendency or outcome of litigation, accreditation reviews, regulatory reviews, inquiries and investigations, and any related adverse publicity; • failure of certain of our institutions or programs to maintain compliance under the 90-10 Rule or other regulatory standards; • our ability to meet or exceed, or changes in, expectations of analysts or investors, or the extent of analyst coverage of our company; • any reduction or elimination of dividends; • decisions by any significant investors to reduce their investment in us; • quarterly variations in our operating results, which sometimes occur due to the academic calendar and significant expense items that do not regularly occur; • loss of key personnel; and • price and volume fluctuations in the overall stock market, which may cause the market price for our common stock to fluctuate significantly more than the market as a whole.

We also believe that the level of our student enrollments is affected by changes in economic conditions, although the nature and magnitude of this effect are uncertain and may change over time.

We also believe that the level of our student enrollments is affected by changes in economic conditions, although both the nature and magnitude of this effect are uncertain and may change over time.

In addition, the FTC Agreement contains requirements regarding employee and lead aggregator acknowledgements of 9 the agreement, compliance certifications and record creation and maintenance. The principal provisions of the agreement with the FTC will remain in effect for twenty years.

In addition, the FTC Agreement contains requirements regarding employee and lead aggregator acknowledgements of the agreement, compliance certifications and record creation and maintenance. The principal provisions of the agreement with the FTC will remain in effect for twenty years.

To be eligible for the additional Pell Grant funds, the student must be enrolled at least half-time in the payment period(s) for which the student receives the additional Pell Grant funds in excess of 100% of the student’s regular Pell Grant award.

To be eligible for the 10 additional Pell Grant funds, the student must be enrolled at least half-time in the payment period(s) for which the student receives the additional Pell Grant funds in excess of 100% of the student’s regular Pell Grant award.

The standards arising from existing and prior regulations are sometimes referred to as the pre-2016 BDR standards, the 2016 BDR standards, and the 2019 BDR standards to correlate to the BDR rules initially applicable when adopted in 1994, and later revised by the Department in 2016 and 2019.

The standards arising from prior regulations are sometimes referred to as the pre-2016 BDR standards, the 2016 BDR standards, and the 2019 BDR standards to correlate to the BDR rules initially applicable when adopted in 1994, and later revised by the Department in 2016 and 2019.

While programmatic accreditation is not a sufficient basis to qualify for institutional Title IV Program certification, programmatic accreditation may be a prerequisite for or improve employment opportunities for program graduates in their chosen field.

In addition, changes in, or new interpretations of, the technical aspects of the calculation methodology or other industry practices under the 90-10 Rule could further significantly impact our compliance with the 90-10 Rule.

In addition, disagreements with, changes in, or new interpretations of, the technical aspects of the calculation methodology or other industry practices under the 90-10 Rule could further significantly impact our compliance with the 90-10 Rule.

This includes several upgrades to our mobile platforms and virtual campus and a redesign of our digital toolsets and technology that our faculty and student support teams utilize to serve and educate students throughout their academic life cycle. These upgrades are expected to further enhance student experiences, especially for our non-traditional adult learners, while driving efficiencies within the business.

This included several upgrades to our virtual campus and mobile platforms and a redesign of our digital toolsets and technology that our faculty and student support teams utilize to serve and educate students throughout their academic life cycle. These upgrades are expected to further enhance student experiences, especially for our non-traditional adult learners, while driving efficiencies within the business.

Our computer networks and those of our vendors that manage confidential information for us or provide services to our students or us can be accessed globally through the internet and are vulnerable to unauthorized access, inadvertent access or display, theft or misuse, hackers, installation of ransomware and malware and computer viruses, during regular use and in connection with hardware and software upgrades and changes.

Our computer networks, those of our vendors that manage confidential information for us or provide services to our students or us and those of external agencies can be accessed globally through the internet and are vulnerable to unauthorized access, inadvertent access or display, theft or misuse, hackers, installation of ransomware and malware and computer viruses, during regular use and in connection with hardware and software upgrades and changes.

An institution that fails to meet one of the standards of financial responsibility, including by having a composite score less than 1.5, may demonstrate financial responsibility by submitting an irrevocable letter of credit to the Department in an amount equal to at least 50% of the Title IV Program funds that the institution received during its most recently completed fiscal year. Provisional Certification .

This scrutiny and efforts of the Biden administration led to significant regulatory changes. The Department has enacted and is continuing to pursue significant rulemaking initiatives that are likely to negatively impact our business. See Item 1, “Business—Student Financial Aid and Related Federal Regulation—Legislative Action and Recent Department Regulatory Initiatives,” for an overview of regulatory initiatives by the Department.

This scrutiny and efforts of the current administration led to significant regulatory changes. The Department has enacted and is continuing to pursue significant rulemaking initiatives that are likely to negatively impact our business. See Item 1, “Business—Student Financial Aid and Related Federal Regulation—Legislative Action and Recent Department Regulatory Initiatives,” for an overview of regulatory initiatives by the Department.

The MOU requires that participating institutions provide meaningful information to students about the financial cost and attendance at an institution so military students can make informed decisions on where to attend school, will not use unfair, deceptive, and abusive recruiting practices and will provide 11 academic and student support services to service members and their families.

The MOU requires that participating institutions provide meaningful information to students about the financial cost and attendance at an institution so military students can make informed decisions on where to attend school, not use unfair, deceptive, and abusive recruiting practices, and provide academic and student support services to service members and their families.

The proposed rules also increase the burden on institutions to maintain and provide documentation to refute student claims. As a result, an institution’s failure to maintain and provide timely and responsive information that goes beyond the contents of a typical student’s academic file in response to future BDR applications could form the basis for loan forgiveness.

The rules also increase the burden on institutions to maintain and provide documentation to refute student claims. As a result, an institution’s failure to maintain and provide 14 timely and responsive information that goes beyond the contents of a typical student’s academic file in response to future BDR applications could form the basis for loan forgiveness.

However, these measures may not be adequate to prevent our institutions' 90-10 Rule percentages from exceeding 90% in the future, and may not be sufficient to allow our institutions to serve degree seeking prospective students at the same rates as we have historically or may require limiting the type or volume of new students we enroll or programs we offer.

However, these measures may not be adequate to prevent our institutions' 90-10 Rule percentages from exceeding 90%, and may not be sufficient to allow our institutions to serve degree seeking prospective students at the same rates as we have historically or may require limiting the type or volume of new students we enroll or programs we offer.

Securities and Exchange Commission (“SEC”) . Also, the SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information that we file electronically with the SEC. Information contained on our website is expressly not incorporated by reference into this Form 10-K. 24 Item 1 A.

However, these measures may not be adequate to prevent our institutions' 90-10 Rule percentages from exceeding 90%, and may not be sufficient to allow our institutions to serve degree-seeking prospective students at the same rates as we have historically, or may require limiting the type or volume of new students we enroll or programs we offer.

Our ability to effectively train our student support personnel and the length of time it takes them to become productive also impacts our results of operations.

Our ability to effectively train our student support personnel and the length of time it takes them to become productive also impacts 38 our results of operations.

Substantially all of the students attending our institutions reside within the United States of America. Total student enrollments and student enrollment statistics stated above and presented below do not include learners participating in: a) non-degree and professional development programs, and b) degree seeking, non-Title IV, self-paced programs at our universities.

Substantially all of the students attending our institutions reside within the United States of America. Total student enrollments and student enrollment statistics stated above and presented below do not include learners pursuing: a) non-degree and professional development programs, and b) degree seeking, non-Title IV participating, self-paced programs at our universities.

INDUSTRY BACKGROUND AND COMPETITION 6 The domestic postsecondary education industry is highly fragmented and competitive, with no one provider having a significant market share.

INDUSTRY BACKGROUND AND COMPETITION The domestic postsecondary education industry is highly fragmented and competitive, with no one provider having a significant market share.

Regulations issued in October 2010 which became effective July 1, 2011 rescinded previously issued Department guidance and “safe harbors” relied upon by higher education institutions in making decisions how they managed, compensated and promoted individuals engaged in student recruiting and the awarding of financial aid and their supervisors.

Regulations issued in October 2010 which became effective July 1, 2011 rescinded previously issued Department guidance and “safe harbors” relied upon by higher education institutions in making decisions about how they managed, compensated and promoted individuals and their supervisors engaged in student recruiting and awarding of financial aid.

These measures may not be adequate, and we can’t be certain that we have secured, or will be able to secure, appropriate protections for all of our proprietary rights. Unauthorized third parties may attempt to duplicate the proprietary aspects of our curricula, online resource material and other content despite our efforts to protect these rights.

These measures may not be adequate, and we cannot be certain that we have secured, or will be able to secure, appropriate protections for all of our proprietary rights. Unauthorized third parties may attempt to duplicate the proprietary aspects of our curricula, online resource material and other content despite our efforts to protect these rights.

The student benefits of these technology innovations include the ability to connect with their university in a different way, communicate efficiently with faculty, upload required documentation, track grades and degree progress in real-time and participate in courses from the palm of their hand, all of which contribute to increased student engagement.

The student benefits of these technological innovations include the ability to connect with their university in a different way, communicate efficiently with faculty, upload required documentation, track grades and degree progress in real-time and participate in courses from the palm of their hand, all of which contribute to increased student engagement.

See Item 1A, “Risk Factors – Risks Related to the Highly Regulated Field in Which We Operate – Compliance with the extensive regulatory requirements applicable to our business can be costly and time consuming, and failure to comply could result in financial penalties, restrictions on our operations, loss of federal and state financial aid funding for our students, or loss of our authorization to operate our institutions.” and “If the Department denies, or significantly conditions, recertification of either of our 12 institutions to participate in Title IV Programs, that institution could not conduct its business as it is currently conducted,” and other risk factors in Item 1A for additional information about the risks surrounding continued participation in Title IV Programs.

See Item 1A, “ Risk Factors – Risks Related to the Highly Regulated Field in Which We Operate – Compliance with the extensive regulatory requirements applicable to our business can be costly and time consuming, and failure to comply could result in substantial financial penalties, severe restrictions on or closure of our operations, loss of federal and state financial aid funding for our students, or loss of our authorization to operate our institutions,” and “If the Department denies, or significantly conditions, recertification of either of our institutions to participate in Title IV Programs, that institution could not conduct its business as it is 12 currently conducted,” and other risk factors in Item 1A for additional information about the risks surrounding continued participation in Title IV Programs.

See Item 1A, “Risk Factors – Risks Related to the Highly Regulated Field in Which We Operate – Our institutions could lose their eligibility to participate in federal student financial aid programs, face limitations on their ability to serve new or former students or have other limitations placed upon them if the percentage of their revenues derived from certain Federal programs is too high," for additional information regarding risks relating to the 90-10 Rule.

See Item 1A, “ Risk Factors – Risks Related to the Highly Regulated Field in Which We Operate – Our institutions could lose their eligibility to participate in federal student financial aid programs, face limitations on their ability to serve new or former students or have other limitations placed upon them if the percentage of their revenues derived from certain federal programs is too high," for additional information regarding risks relating to the 90-10 Rule.

For example, a typical community college is subsidized by local or state government and, as a result, tuition rates for associate’s degree programs may be much lower at community colleges than at our institutions. Most states have adopted or proposed programs to enable residents to attend community colleges for free.

For example, a typical community college is subsidized by local or state government and, as a result, tuition rates for associate’s degree programs may be much lower at community colleges than at our institutions. Many states have adopted or proposed programs to enable residents to attend community colleges for free.

While the eligibility tests and disclosures associated with the 2015 gainful employment regulation are no longer required, the term “gainful employment” continues to exist in the Higher Education Act and CTU’s and AIUS’ Title IV eligible programs will continue to need to be career focused educational programs.

While the eligibility tests and disclosures associated with the 2015 gainful employment regulation were no longer required, the term “gainful employment” continues to exist in the Higher Education Act and CTU’s and AIUS’ Title IV eligible programs will continue to need to be career focused educational programs.

The extensive regulatory requirements applicable to our business may change, in particular as a result of the scrutiny of the for-profit postsecondary education sector and efforts of the Biden administration, which could require us to make substantial changes to our business, reduce our profitability and make compliance more difficult.

The extensive regulatory requirements applicable to our business may change, in particular as a result of the scrutiny of the for-profit postsecondary education sector and efforts of the current administration, which could require us to make substantial changes to our business, reduce our profitability and make compliance more difficult.

AIU’s student-centric framework focuses on having students interact with their admissions advisor from enrollment through the end of their first academic session and be subsequently supported by faculty and student advisors. We believe this structure improves overall student experiences and retention.

AIUS' student-centric framework focuses on having students interact with their admissions advisor from enrollment through the end of their first academic session and be subsequently supported by faculty and student advisors. We believe this structure improves overall student experiences and retention.

On October 28, 2022, the Department published final regulations for three topics that were part of the Department’s 2021-2022 negotiated rulemaking agenda: 90-10 Rule, Change of Ownership, and Prison Education Programs. These regulations generally become effective July 1, 2023.

If the Department permits an institution to participate under provisional certification, an institution must comply with the requirements of the “zone alternative,” including being transferred to the HCM1, HCM2 or “reimbursement” method of payment of Title IV Program funds, and must submit a letter of credit to the Department in an amount determined by the Department which can range from 10%-100% of the Title IV Program funds that the institution received during its most recently completed fiscal year.

If the Department permits an institution to participate under provisional certification, an institution must comply with the requirements of the Zone Alternative, including being transferred to the HCM1, HCM2 or “reimbursement” method of payment of Title IV Program funds, and must submit a letter of credit to the Department in an amount determined by the Department which can range from 10%-100% of the Title IV Program funds that the institution received during its most recently completed fiscal year.

Mobile Applications Students at CTU and AIU have access to a mobile application and two-way messaging platform which were created to complement students’ mobile-centric lives. During 2022, we have upgraded our mobile technology framework allowing for better performance and increased stability.

Mobile Applications Students at CTU and AIU have access to a mobile application and two-way messaging platform which were created to complement students’ mobile-centric lives. During 2023, we have upgraded our mobile technology framework allowing for better performance and increased stability.

During the period of provisional certification, an institution must obtain prior Department approval to add an educational program, open a new location, or make any other significant change, which could negatively impact AIUS’s ability to take these actions.

See Item 1A, "Risk Factors – Risks Related to the Highly Regulated Field in Which We Operate – The extensive regulatory requirements applicable to our business may change, in particular as a result of the scrutiny of the for-profit postsecondary education sector and efforts of the Biden administration, which could require us to make substantial changes to our business, reduce our profitability and make compliance more difficult," and "Our institutions could lose their eligibility to participate in federal student financial aid programs, face limitations on their ability to serve new or former students or have other limitations placed upon them if the percentage of their revenues derived from certain federal programs is too hig h ," for information about the potential impact of new regulations on our business.

See Item 1A, " Risk Factors – Risks Related to the Highly Regulated Field in Which We Operate – The extensive regulatory requirements applicable to our business may change, in particular as a result of the scrutiny of the for-profit postsecondary education sector and efforts of the current administration, which could require us to make substantial changes to our business, reduce our profitability and make compliance more difficult," and "Our institutions could lose their eligibility to participate in federal student financial aid programs, face limitations on their ability to serve new or former students or have other limitations placed upon them if the percentage of their revenues derived from certain federal programs is too high," for information about the potential impact of new regulations on our business.

Once a decision has been made to enroll at one of our academic institutions, the financial aid team works with the prospective student, providing them with information about various loans and grants available to finance their education.

Once a decision has been made to enroll at one of our academic institutions, the financial aid team works with the prospective student, providing them with necessary information, including about various loans and grants available to finance their education.

States, districts and territories apply to become members of SARA (which, in many cases, requires action by state legislators) and if accepted, institutions approved in their “home” state may apply to become participants in the SARA compact and the “home” state authorization is deemed acceptable to operate an online program in other states that also participate in SARA as long as they do not establish a “physical presence” in those other states (as defined by SARA).

States, districts and territories apply to become members of SARA (which, in many cases, requires action by the state legislature) and if accepted, institutions approved in their “home” state may apply to become participants in the SARA compact and the “home” state authorization is deemed acceptable to operate an online 8 program in other states that also participate in SARA as long as they do not establish a “physical presence” in those other states (as defined by SARA).

See Item 1, “Business – Student Financial Aid and Related Federal Regulation – Compliance with Federal Regulatory Standards and Effect of Federal Regulatory Violations - ‘ 90-10 Rule,’” for more information about the 90-10 Rule and the measures we have implemented to improve our compliance.

See Item 1, “Business – Student Financial Aid and Related Federal Regulation – Compliance with Federal Regulatory Standards and Effect of Federal Regulatory Violations - ‘90-10 Rule,’” for more information about the 90-10 Rule and the measures we have implemented to improve our compliance.

Financial Responsibility Standards To participate in Title IV Programs, our institutions must either satisfy standards of financial responsibility prescribed by the Department, or post a letter of credit in favor of the Department and possibly accept other conditions on its participation in Title IV Programs.

Under the provisions of the Higher Education Act, an institution must apply to the Department for continued certification to participate in Title IV Programs at least every six years or when it undergoes a change of control.

See Item 1, “Business – Accreditation, Jurisdictional Authorizations and Other Compliance Matters – Institutional Accreditation.” The failure to comply with accreditation standards will subject an institution to additional oversight and reporting requirements, accreditation proceedings such as a show-cause directive, an action to defer or deny action related to an institution's application for a new grant of accreditation, an action to suspend an institution's accreditation or a program's approval, or other negative actions.

See Item 1, “Business – Accreditation, Jurisdictional Authorizations and Other Compliance Matters – Institutional Accreditation.” The failure to comply with accreditation standards subjects an institution to additional oversight and reporting requirements, accreditation proceedings such as a show-cause directive, an action to defer or deny action related to an institution's application for a new grant of accreditation, an action to suspend an institution's accreditation or a program's approval, or other negative actions.

RISK FACTORS Risks Related to the Highly Regulated Field in Which We Operate Compliance with the extensive regulatory requirements applicable to our business can be costly and time consuming, and failure to comply could result in financial penalties, restrictions on our operations, loss of federal and state financial aid funding for our students, or loss of our authorization to operate our institutions.

RISK FACTORS Risks Related to the Highly Regulated Field in Which We Operate Compliance with the extensive regulatory requirements applicable to our business can be costly and time consuming, and failure to comply could result in substantial financial penalties, severe restrictions on or closure of our operations, loss of federal and state financial aid funding for our students, or loss of our authorization to operate our institutions.

Our composite score for the consolidated entity for the year ended December 31, 2021 was 3.0, and our preliminary calculation for the year ended December 31, 2022 is also 3.0, which is the highest possible score and considered financially responsible without conditions or additional oversight.

Our composite score for the consolidated entity for the year ended December 31, 2022 was 3.0, and our preliminary calculation for the year ended December 31, 2023 is also 3.0, which is the highest possible score and considered financially responsible without conditions or additional oversight.

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Item 2. Properties

Properties — owned and leased real estate

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2022 filing

2023 filing

Biggest changeAdditionally, we have administrative facilities located in the areas of Chicago, Illinois and Phoenix, Arizona, which are used for our universities and corporate functions. We have transitioned our workforce to a primarily remote work environment, supported by our scalable and innovative technology infrastructure.

Biggest changeWe have transitioned our workforce to a primarily remote work environment, supported by our scalable and innovative technology infrastructure and we continue to look for ways to optimize our lease portfolio. All of our campus and administrative facilities are leased except one in Houston, Texas.

As of December 31, 2022 we leased approximately 0.4 million square feet under lease agreements that have remaining terms ranging from less than one year through 2032. The facility in Houston, Texas, is used by AIUS and is less than 0.1 million square feet of real property. See Item 1, “Business,” for a listing of our campus locations.

As of December 31, 2023, we leased approximately 0.4 million square feet under lease agreements that have remaining terms ranging from less than one year through 2032. The facility in Houston, Texas, is used by AIUS and is less than 0.1 million square feet of real property.

ITEM 2. P ROPERTIES Our ground-based campuses and their respective facilities include AIU Atlanta (Atlanta, GA), AIU Houston (Houston, TX), CTU Colorado Springs (Colorado Springs, CO) and CTU Denver South (Aurora, CO). These campuses generally consist of teaching facilities, including classrooms and laboratories, and administrative offices.

ITEM 2. P ROPERTIES Our ground-based campuses located in Georgia (AIUS), Texas (AIUS) and Colorado (CTU) generally consist of teaching facilities, including classrooms and laboratories, and administrative offices. Additionally, we have administrative facilities located in the areas of Chicago, Illinois and Phoenix, Arizona, which are used for our universities and corporate functions.

Removed

The Company continues to look for ways to optimize our leased space and during 2022, the Company vacated its primary corporate location and relocated its headquarters to existing leased space in Schaumburg, Illinois. All of our campus and administrative facilities are leased except one in Houston, Texas.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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2022 filing

2023 filing

Biggest changeAs of December 31, 2022, approximately $26.8 million was available under the stock repurchase program. 37 Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) December 31, 2021 $ 2,889,583 January 1, 2022 - January 31, 2022 - $ - - 2,889,583 February 1, 2022 - February 28, 2022 - - - 2,889,583 March 1, 2022 - March 31, 2022 508,967 10.69 362,571 46,164,617 April 1, 2022 - April 30, 2022 - - - 46,164,617 May 1, 2022 - May 31, 2022 801,425 10.51 801,425 37,727,438 June 1, 2022 - June 30, 2022 315,790 10.84 315,639 34,300,193 July 1, 2022 - July 31, 2022 - - - 34,300,193 August 1, 2022 - August 31, 2022 498,781 12.27 498,781 28,171,644 September 1, 2022 - September 30, 2022 119,968 11.08 119,968 26,840,200 October 1, 2022 - October 31, 2022 - - - 26,840,200 November 1, 2022 - November 30, 2022 - - - 26,840,200 December 1, 2022 - December 31, 2022 - - - 26,840,200 Total 2,244,931 2,098,384 (1) Includes 146,547 shares delivered back to the Company for payment of withholding taxes from employees for vesting restricted stock units pursuant to the terms of the Perdoceo Education Corporation Amended and Restated 2016 Incentive Compensation Plan.

Biggest changeThe Board of Directors approved the aforementioned stock repurchase programs believing it advantageous to the Company and its stockholders to repurchase shares of the Company’s common stock from time to time at prices below what the Board of Directors believed to be the intrinsic value of the Company’s common stock. 45 Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) December 31, 2022 $ 26,840,200 January 1, 2023 - January 31, 2023 - $ - - 26,840,200 February 1, 2023 - February 28, 2023 - - - 26,840,200 March 1, 2023 - March 31, 2023 225,154 13.43 59,920 26,023,778 April 1, 2023 - April 30, 2023 - - - 26,023,778 May 1, 2023 - May 31, 2023 161,074 11.88 161,074 24,107,027 June 1, 2023 - June 30, 2023 (3) 1,800,000 12.27 - 24,107,027 July 1, 2023 - July 31, 2023 - - - 24,107,027 August 1, 2023 - August 31, 2023 - - - 24,107,027 September 1, 2023 - September 30, 2023 - - - 24,107,027 October 1, 2023 - October 31, 2023 - - - 24,107,027 November 1, 2023 - November 30, 2023 318,832 17.48 318,832 18,528,794 December 1, 2023 - December 31, 2023 - - - 18,528,794 Total 2,505,060 539,826 (1) Includes 165,234 shares delivered back to the Company for payment of withholding taxes from employees for vesting restricted stock units pursuant to the terms of the Perdoceo Education Corporation Amended and Restated 2016 Incentive Compensation Plan.

See Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” for information as of December 31, 2022, with respect to shares of our common stock that may be issued under our existing share-based compensation plans.

See Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” for information as of December 31, 2023, with respect to shares of our common stock that may be issued under our existing share-based compensation plans.

COMPARISON OF CUMULATIVE FIVE-YEAR TOTAL RETURN (Based on $100 invested on December 29, 2017 and assumes the reinvestment of all dividends.) 38 The information contained in the performance graph shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission nor shall such information be deemed incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, as both are amended from time to time, except to the extent specifically incorporated by reference into such filing.

COMPARISON OF CUMULATIVE FIVE-YEAR TOTAL RETURN (Based on $100 invested on December 31, 2018 and assumes the reinvestment of all dividends.) 46 The information contained in the performance graph shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission nor shall such information be deemed incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, as both are amended from time to time, except to the extent specifically incorporated by reference into such filing.

As of February 17, 2023, there were approximately 106 holders of record of our common stock, including The Depository Trust Company, which holds shares of our common stock on behalf of an indeterminate number of beneficial owners. Our common stock transfer agent and registrar is Computershare Trust Company, N.A. They can be contacted at P.O.

As of February 16, 2024, there were approximately 101 holders of record of our common stock, including The Depository Trust Company, which holds shares of our common stock on behalf of an indeterminate number of beneficial owners. Our common stock transfer agent and registrar is Computershare Trust Company, N.A. They can be contacted at P.O.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOC KHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed for trading on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “PRDO”. The closing price of our common stock as reported on the Nasdaq on February 17, 2023 was $14.42 per share.

(2) On January 27, 2022 the Board of Directors of the Company approved a stock repurchase program for up to $50.0 million which commenced March 1, 2022 and expires September 30, 2023. The previous stock repurchase program expired on February 28, 2022.

(2) On January 27, 2022 the Board of Directors of the Company approved a stock repurchase program for up to $50.0 million (the " 2022 Repurchase Program ") which commenced on March 1, 2022 and originally expired on September 30, 2023.

Included in the peer index are the following companies whose primary business is postsecondary education: Adtalem Global Education Inc., American Public Education, Inc., Grand Canyon Education, Inc., Laureate Education, Inc., and Strategic Education, Inc. The performance graph begins with Perdoceo’s $12.08 per share closing price on December 29, 2017.

The other terms of the new stock repurchase program are consistent with the Company’s prior stock repurchase program which expired on February 28, 2022. During 2022, we repurchased 2.1 million shares of our common stock for approximately $23.1 million at an average price of $11.02 per share under the Company’s current stock repurchase program.

The other terms of the new stock repurchase program are consistent with the Company’s prior stock repurchase program which expired on February 28, 2022. During 2023, we repurchased 0.5 million shares of our common stock for approximately $8.3 million at an average price of $15.38 per share under the Company’s current stock repurchase program.

The stock repurchase program does not obligate the Company to purchase shares and the Company may, in its discretion, begin, suspend or terminate repurchases at any time, without any prior notice.

The stock repurchase program does not obligate the Company to purchase shares and the Company may, in its discretion, begin, suspend or terminate repurchases at any time, without any prior notice. As of December 31, 2023, approximately $18.5 million was available under the stock repurchase program.

The decision of our Board of Directors to pay future dividends will depend on general business conditions, the effect of a dividend payment on our financial condition, and other factors the Board of Directors may consider relevant.

Any decision to pay future cash dividends will be made by the Board of Directors and depend on the Company’s available retained earnings, financial condition, the impact of changing laws and regulations, economic conditions, general business conditions, capital spending plans, the anticipated effect of a dividend payment on our financial condition, and other factors the Board of Directors may consider relevant.

As of December 31, 2022, we are in compliance with the covenants of our credit agreement. On January 27, 2022 the Board of Directors of the Company approved a new stock repurchase program for up to $50.0 million which commenced March 1, 2022 and expires September 30, 2023.

On January 27, 2022, the Board of Directors of the Company approved a new stock repurchase program for up to $50.0 million which commenced March 1, 2022 and originally expired on September 30, 2023. On July 27, 2023, the Board of Directors of the Company extended the expiration date of the program to September 30, 2024.

The repurchase of shares of our common stock reduces the amount of cash available to pay cash dividends to our common stockholders. In addition, our ability to pay cash dividends on our common stock is also limited under the terms of our existing credit agreement.

In addition, our ability to pay cash dividends on our common stock is also limited under the terms of our existing credit agreement. As of December 31, 2023, we are in compliance with the covenants of our credit agreement.

The current policy of our Board of Directors is to reinvest earnings in our operations to promote future growth and, from time to time, to execute repurchases of shares of our common stock under the stock repurchase program discussed below.

In addition to quarterly dividends, the Company reinvests earnings in our operations to promote future growth and, from time to time, executes repurchases of shares of our common stock under the stock repurchase program discussed below. The repurchase of shares of our common stock reduces the amount of cash available to pay cash dividends to our common stockholders.

Box# 43078, Providence, RI 02940-3078 or at their website www.computershare.com/investor . Our Company has never paid cash dividends on our common stock and we have no current plan to do so. The declaration and payment of dividends on our common stock are subject to the discretion of our Board of Directors.

Box# 43078, Providence, RI 02940-3078 or at their website www.computershare.com/investor . During 2023, the Company announced that its Board of Directors adopted a dividend policy. Pursuant to this policy, the Board of Directors intends to pay quarterly dividends, with the inaugural dividend paid on September 15, 2023 for holders of record of common stock as of September 1, 2023.

Added

The declaration and payment of dividends on our common stock are subject to the discretion of our Board of Directors.

Added

On February 20, 2024, the Board of Directors of the Company approved a new stock repurchase program for up to $50.0 million which commences on March 1, 2024 (the “ 2024 Repurchase Program ”).

Added

The 2024 Repurchase Program expires on September 30, 2025 and replaces and terminates the existing stock repurchase program that was originally set to expire on September 30, 2024. The other terms of the new stock repurchase program are consistent with the Company’s prior stock repurchase program.

Added

On July 27, 2023, the Board of Directors of the Company extended the expiration date of the program to September 30, 2024. The 2022 Repurchase Program expired following the commencement of the 2024 Repurchase Program. Amounts relating to the 2024 Repurchase Program, if any, are not included in this chart because the program was approved after December 31, 2023.

Added

(3) On June 30, 2023, the Company entered into a non-cash asset purchase agreement with Le Cordon Bleu International B.V.

Added

(" LCBI "), a company incorporated in The Netherlands, to sell the Company’s outright rights to the Le Cordon Bleu (" LCB ") brand, trade names and rights for North America in exchange for 1.8 million outstanding shares of the Company’s common stock.

Added

The fair value of the 1.8 million shares of the Company’s common stock repurchased was approximately $22.1 million. These shares were not repurchased under the 2022 Repurchase Program.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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2022 filing

2023 filing

Biggest changeAdmissions expense decreased by 2.7% or $2.6 million as compared to the prior year primarily due to the changes to the marketing processes mentioned above which also benefit admissions expense, this improvement was partially offset with increased admissions expense within CTU due to acquisitions. 44 Bad debt expense incurred by each of our segments during the years ended December 31, 2022, 2021 and 2020 was as follows (dollars in thousands): For the Year Ended December 31, 2022 % of Segment Revenue 2021 % of Segment Revenue 2020 % of Segment Revenue 2022 vs 2021 % Change 2021 vs 2020 % Change Bad debt expense by segment: CTU $ 21,640 5.2 % $ 20,150 4.9 % $ 23,292 5.7 % 7.4 % -13.5 % AIUS 19,971 7.3 % 24,249 8.6 % 24,345 8.7 % -17.6 % -0.4 % Corporate and Other (37 ) NM (50 ) NM (76 ) NM NM NM Total bad debt expense $ 41,574 6.0 % $ 44,349 6.4 % $ 47,561 6.9 % -6.3 % -6.8 % Bad debt expense decreased by 6.3% or $2.8 million for the current year as compared to the prior year.

Biggest changeBad debt expense incurred by each of our segments during the years ended December 31, 2023, 2022 and 2021 was as follows (dollars in thousands): For the Year Ended December 31, 2023 % of Segment Revenue 2022 % of Segment Revenue 2021 % of Segment Revenue 2023 vs 2022 % Change 2022 vs 2021 % Change Bad debt expense by segment: CTU $ 20,223 4.3 % $ 21,640 5.2 % $ 20,150 4.9 % -6.5 % 7.4 % AIUS 13,008 5.4 % 19,971 7.3 % 24,249 8.6 % -34.9 % -17.6 % Corporate and Other (16 ) NM (37 ) NM (50 ) NM NM NM Total bad debt expense $ 33,215 4.7 % $ 41,574 6.0 % $ 44,349 6.4 % -20.1 % -6.3 % 52 Bad debt expense decreased by 20.1% or $8.4 million for the current year as compared to the prior year.

Active students are defined as those students who are considered in attendance by participating in class related activities during the previous two weeks. Total student enrollments do not include learners participating in: a) non-degree seeking and professional development programs, and b) degree seeking, non-Title IV, self-paced programs at our universities.

Active students are defined as those students who are considered in attendance by participating in class related activities during the previous two weeks. Total student enrollments do not include learners pursuing: a) non-degree seeking and professional development programs, and b) degree seeking, non-Title IV, self-paced programs at our universities.

Management determines a reasonable and supportable forecast based on the expectation of future conditions over a supportable forecast period as described above, as well as qualitative adjustments based on current and future 47 conditions that may not be fully captured in the historical modeling factors described above. All of these estimates are susceptible to significant change.

Management determines a reasonable and supportable forecast based on the expectation of future conditions over a supportable forecast period as described above, as well as qualitative adjustments based on current and future conditions that may not be fully captured in the historical modeling factors described above. All of these estimates are susceptible to significant change.

Upon the occurrence of certain regulatory events or if the Company’s unrestricted cash, cash equivalents and short term investments are less 49 than 125% of the aggregate amount of the loan commitments then in effect, the Company is required to maintain cash in a segregated, restricted account in an amount not less than the aggregate loan commitments then in effect.

Upon the occurrence of certain regulatory events or if the Company’s unrestricted cash, cash equivalents and short term investments are less than 125% of the aggregate amount of the loan commitments then in effect, the Company is required to maintain cash in a segregated, restricted account in an amount not less than the aggregate loan commitments then in effect.

These factors include, but are not limited to: internal repayment history, changes in the current economic, legislative or regulatory environments, internal cash collection forecasts and the ability to complete the federal financial aid process with the student. These factors are monitored and assessed on a regular basis.

For further discussion of Title IV Program funding and other funding sources for our students, see Item 1, “Business - Student Financial Aid and Related Federal Regulation.” Our primary uses of cash to support our operating activities include, among other things, cash paid and benefits provided to our employees for services, to vendors for products and services, to lessors for rents and operating costs related to leased facilities, to suppliers for textbooks and other institution supplies, and to federal, state and local governments for income and other taxes.

For further discussion of Title IV Program funding and other funding sources for our students, see Item 1, “ Business - Student Financial Aid and Related Federal Regulation. ” Our primary uses of cash to support our operating activities include, among other things, cash paid and benefits provided to our employees for services, to vendors for products and services, to lessors for rents and operating costs related to leased facilities, to suppliers for textbooks and other institution supplies, and to federal, state and local governments for income and other taxes.

As of December 31, 2022, there were no amounts outstanding under the revolving credit facility. The discussion above reflects management’s expectations regarding liquidity; however, as a result of the significance of the Title IV Program funds received by our students, we are highly dependent on these funds to operate our business.

As of December 31, 2023, there were no amounts outstanding under the revolving credit facility. The discussion above reflects management’s expectations regarding liquidity; however, as a result of the significance of the Title IV Program funds received by our students, we are highly dependent on these funds to operate our business.

Acquisitions to be undertaken by the Company must meet certain criteria, and the Company’s ability to make restricted payments, including payments in connection with a repurchase of shares of our common stock, is subject to an aggregate maximum of $100.0 million per fiscal year.

Acquisitions to be undertaken by the Company must meet certain criteria, and the Company’s ability to make restricted payments, including payments in connection with a repurchase of shares of our common stock and quarterly dividend payments, is subject to an aggregate maximum of $100.0 million per fiscal year.

CONSOLIDATED RESULTS OF OPERATIONS The summary of selected financial data table below should be referenced in connection with a review of the following discussion of our results of operations for the years ended December 31, 2022 and 2021 (dollars in thousands), including comparisons of our year-over-year performance between these years.

CONSOLIDATED RESULTS OF OPERATIONS The summary of selected financial data table below should be referenced in connection with a review of the following discussion of our results of operations for the years ended December 31, 2023 and 2022 (dollars in thousands), including comparisons of our year-over-year performance between these years.

Our cash flows from operating activities have historically been adequate to fulfill our liquidity requirements. We have historically financed our operating activities, organic growth and acquisitions primarily through cash generated from operations and existing cash balances. We generated cash in 2022 as a result of improved operating performance and expect to continue to do so in 2023.

Our cash flows from operating activities have historically been adequate to fulfill our liquidity requirements. We have historically financed our operating activities, organic growth and acquisitions primarily through cash generated from operations and existing cash balances. We generated cash in 2023 as a result of improved operating performance and expect to continue to do so in 2024.

SEGMENT RESULTS OF OPERATIONS The summary of segment financial information below should be referenced in connection with a review of the following discussion of our segment results from operations for the years ended December 31, 2022 and 2021 (dollars in thousands), including comparisons of our year-over-year performance between these years.

SEGMENT RESULTS OF OPERATIONS The summary of segment financial information below should be referenced in connection with a review of the following discussion of our segment results from operations for the years ended December 31, 2023 and 2022 (dollars in thousands), including comparisons of our year-over-year performance between these years.

Please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in our Annual Report on Form 10-K for the year ended December 31, 2021 for a discussion of our results for the year ended December 31, 2020, as well as the year-over-year comparison of our 2021 financial performance to 2020.

Please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in our Annual Report on Form 10-K for the year ended December 31, 2022 for a discussion of our results for the year ended December 31, 2021, as well as the year-over-year comparison of our 2022 financial performance to 2021.

Goodwill Impairment Description: Goodwill represents the excess of cost over the fair value of identifiable net assets acquired through purchases. Goodwill often involves estimates based on third party valuations, or internal valuations based on discounted cash flow analyses or other valuation techniques.

Goodwill Impairment Description: Goodwill represents the excess of cost over fair market value of identifiable net assets acquired through business purchases. Goodwill often involves estimates based on third-party valuations, or internal valuations based on discounted cash flow analyses or other valuation techniques.

Enrollment agreements all contain similar terms, refund policies are similar across all institutions and students work with the university to obtain some type of funding, for example, Title IV Program funds, Veterans Administration funds, military funding, employer reimbursement or self-pay. We have significant historical data for our students which allows us to analyze collectability.

Enrollment agreements all contain similar terms, refund policies are similar across all institutions and students work with the university to obtain some type of funding, for example, Title IV Program funds, Veterans Administration funds, military funding, employer tuition assistance or self-pay. We have significant historical data for our students which allows us to analyze collectability.

The loans and letter of credit obligations under the credit agreement are secured by substantially all assets of the Company and the subsidiary guarantors. The credit agreement and the ancillary documents executed in connection therewith contain customary affirmative, negative and financial maintenance covenants.

The loans and letter of credit obligations under the Second Amended Credit Agreement are secured by substantially all assets of the Company and the subsidiary guarantors. The Second Amended Credit Agreement and the ancillary documents executed in connection therewith contain customary affirmative, negative and financial maintenance covenants.

The credit agreement also contains customary representations and warranties, events of default, and rights and remedies upon the occurrence of any event of default thereunder, including rights to accelerate the loans, terminate the commitments and realize upon the collateral securing the obligations under the credit agreement.

The Second Amended Credit Agreement also contains customary representations and warranties, events of default, and rights and remedies upon the occurrence of any event of default thereunder, including rights to accelerate the loans, terminate the commitments and realize upon the collateral securing the obligations under the credit agreement.

Perdoceo is committed to providing quality education that closes the gap between learners who seek to advance their careers and employers needing a qualified workforce. Our reporting segments are determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280 – Segment Reporting and are based upon how the Company analyzes performance and makes decisions.

Perdoceo's institutions are committed to providing quality education that closes the gap between learners who seek to advance their careers and employers needing a qualified workforce. Our reporting segments are determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280 – Segment Reporting and are based upon how the Company analyzes performance and makes decisions.

As of December 31, 2022, we were not a party to any off-balance sheet financing or contingent payment arrangements, nor do we have any unconsolidated subsidiaries.

As of December 31, 2023, we were not a party to any off-balance sheet financing or contingent payment arrangements, nor do we have any unconsolidated subsidiaries.

Ultimately, our goal is to deploy resources in a way that drives long term stockholder value while supporting and enhancing the academic value of our institutions. On January 27, 2022, the Board of Directors of the Company approved a new stock repurchase program for up to $50.0 million which commenced March 1, 2022 and expires September 30, 2023.

Ultimately, our goal is to deploy resources in a way that drives long term stockholder value while supporting and enhancing the academic value of our institutions. On January 27, 2022, the Board of Directors of the Company approved a stock repurchase program for up to $50.0 million, which commenced March 1, 2022 and originally expired on September 30, 2023.

Non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the respective financial results presented in accordance with GAAP. 2022 Review During the year ended December 31, 2022 (" current year "), we continued to focus on our primary objectives of enhancing student experiences, retention and academic outcomes.

Non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the respective financial results presented in accordance with GAAP. 2023 Review During the year ended December 31, 2023 (" current year "), we continued to focus on our key objectives of enhancing student experiences, retention and academic outcomes.

The Company believes it is useful to present non-GAAP financial measures, which exclude certain significant and non-cash items, as a means to understand the performance of its operations. (See tables below for a GAAP to non-GAAP reconciliation.) Adjusted operating income was $164.0 million for the current year as compared to $175.5 million in the prior year.

The Company believes it is useful to present non-GAAP financial measures, which exclude certain significant and non-cash items, as a means to understand the performance of its operations. (See tables below for a GAAP to non-GAAP reconciliation.) Adjusted operating income was $174.9 million for the current year as compared to $164.0 million in the prior year.

Provision for Income Taxes For the year ended December 31, 2022, we recorded a tax provision of $38.4 million, which includes a $0.8 million unfavorable adjustment associated with the tax effect of stock-based compensation, which increased the effective rate by 0.6%.

For the year ended December 31, 2022, we recorded a tax provision of $38.4 million, which includes an $0.8 million unfavorable adjustment associated with the tax effect of stock-based compensation, which increased the effective rate by 0.6%.

The 2022 effective rate also reflects the establishment of a full valuation allowance of $1.4 million with respect to select combined state net operating losses that are anticipated to go unused based on current expectations and $0.9 million related to the expected non-deductibility of reductions in the carrying value of our equity investment, which collectively increased the effective rate by 1.7%.

The 2022 effective tax rate reflects the establishment of a full valuation allowance of $1.4 million with respect to select combined state net operating losses that were anticipated to go unused based on expectations and $0.9 million related to the expected non-deductibility of reductions in the carrying value of our equity investment, which collectively increased the effective rate by 1.7%.

We anticipate that we will be able to satisfy the cash requirements associated with, among other things, our working capital needs, capital expenditures, lease commitments and acquisitions through at least the next 12 months primarily with cash generated by operations and existing cash balances.

We anticipate that we will be able to satisfy the cash requirements associated with, among other things, our working capital needs, capital expenditures, lease commitments and quarterly dividends payments through at least the next 12 months primarily with cash generated by operations and existing cash balances.

We believe the items we are adjusting for are not normal operating expenses necessary to run our business. In evaluating the use of non-GAAP measures, investors should be aware that in the future we may incur expenses similar to the adjustments presented below.

We believe the items we are adjusting for are not normal operating expenses reflective of our underlying business. In evaluating the use of non-GAAP measures, investors should be aware that in the future we may incur expenses similar to the adjustments presented below.

A one percentage point change in our allowance for credit losses as a percentage of gross earned student receivables as of December 31, 2022 would have resulted in a change in pretax income of $0.9 million during the year then ended.

A one percentage point change in our allowance for credit losses as a percentage of gross earned student receivables as of December 31, 2023 would have resulted in a change in pretax income of $0.7 million during the year then ended.

A group of influential U.S. senators, consumer advocacy groups and some media outlets have strongly and repeatedly encouraged the Department, DoD and the VA and its state approving agencies to take action to limit or terminate the participation of institutions such as ours in existing tuition assistance programs.

A group of influential U.S. senators, consumer advocacy groups and some media outlets have strongly and repeatedly encouraged the 48 Department, the Department of Defense and the Department of Veterans Affairs and its state approving agencies to take action to limit or terminate the participation of institutions such as ours in existing tuition assistance programs.

For the years ended December 31, 2022 and 2021, approximately 79% and 81% of our institutions’ aggregate cash receipts from tuition payments came from Title IV Program funding.

For the years ended December 31, 2023 and 2022, approximately 76% and 79% of our institutions’ aggregate cash receipts from tuition payments came from Title IV Program funding.

Additionally, we re-evaluated the character of the loss incurred on the elimination of a wholly-owned subsidiary during the prior year and re-categorized this transaction in the 2021 tax returns as an ordinary loss attributable to the stock of a worthless subsidiary.

In 2022, we re-evaluated the character of the loss incurred on the elimination of a wholly-owned subsidiary in 2021 and re-categorized this transaction in the 2021 tax returns as an ordinary loss attributable to the stock of a worthless subsidiary.

In addition, our financial performance is dependent on the level of student enrollments which could be impacted by external factors. See Item 1A, “Risk Factors.” Sources and Uses of Cash Operating Cash Flows During the years ended December 31, 2022 and 2021, net cash flows provided by operating activities totaled $148.2 million and $191.1 million, respectively.

In addition, our financial performance is dependent on the level of student enrollments which could be impacted by external factors. See Item 1A, “ Risk Factors .” Sources and Uses of Cash Operating Cash Flows During the years ended December 31, 2023 and 2022, net cash flows provided by operating activities totaled $112.0 million and $148.2 million, respectively.

Payments of employee tax associated with stock compensation were $1.6 million for the year ended December 31, 2022 and $5.5 million for the year ended December 31, 2021. Repurchase of stock.

Payments of employee tax associated with stock compensation were $2.2 million for the year ended December 31, 2023 and $1.6 million for the year ended December 31, 2022. Repurchase of stock.

We maintain a balanced capital allocation strategy that focuses on maintaining a strong balance sheet and adequate liquidity, while (i) investing in organic projects at our universities, in particular technology-related initiatives which are designed to benefit our students, and (ii) evaluating diverse strategies to enhance stockholder value, including acquisitions that further extend the depth and breadth of our educational offerings and share repurchases.

We maintain a balanced capital allocation strategy that focuses on maintaining a strong balance sheet and adequate liquidity, while (i) investing in organic projects at our universities, in particular technology-related initiatives which are designed to benefit our students, and (ii) evaluating diverse strategies to enhance stockholder value, including acquisitions, quarterly dividend payments and share repurchases.

Please refer to Part II Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in our Annual Report on Form 10-K for the year ended December 31, 2021 for a discussion of our results for the year ended December 31, 2020, as well as the year-over-year comparison of our 2021 financial performance to 2020. 45 For the Year Ended December 31, 2022 2021 2020 2022 vs 2021 % Change 2021 vs 2020 % Change REVENUE: CTU (1) $ 419,617 $ 408,549 $ 405,507 2.7 % 0.8 % AIUS (2) 274,479 283,360 281,361 -3.1 % 0.7 % Corporate and Other (3) 1,112 1,125 446 NM NM Total $ 695,208 $ 693,034 $ 687,314 0.3 % 0.8 % OPERATING INCOME (LOSS): CTU (1) $ 141,622 $ 148,481 $ 138,490 -4.6 % 7.2 % AIUS (2) 33,315 39,130 30,822 -14.9 % 27.0 % Corporate and Other (3) (45,300 ) (38,595 ) (26,378 ) 17.4 % -46.3 % Total $ 129,637 $ 149,016 $ 142,934 -13.0 % 4.3 % OPERATING INCOME (LOSS) MARGIN: CTU (1) 33.8 % 36.3 % 34.2 % AIUS (2) 12.1 % 13.8 % 11.0 % Corporate and Other (3) NM NM NM Total 18.6 % 21.5 % 20.8 % ______________________ (1) CTU’s results of operations include the Coding Dojo acquisition commencing on the December 1, 2022 date of acquisition and the Hippo acquisition commencing on the September 10, 2021 date of acquisition.

Please refer to Part II Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in our Annual Report on Form 10-K for the year ended December 31, 2022 for a discussion of our results for the year ended December 31, 2021, as well as the year-over-year comparison of our 2022 financial performance to 2021. 53 For the Year Ended December 31, 2023 2022 2021 2023 vs 2022 % Change 2022 vs 2021 % Change REVENUE: CTU (1) $ 468,926 $ 419,617 $ 408,549 11.8 % 2.7 % AIUS (2) 240,300 274,479 283,360 -12.5 % -3.1 % Corporate and Other 778 1,112 1,125 NM NM Total $ 710,004 $ 695,208 $ 693,034 2.1 % 0.3 % OPERATING INCOME (LOSS): CTU (1) $ 144,008 $ 141,622 $ 148,481 1.7 % -4.6 % AIUS (2) 45,283 33,315 39,130 35.9 % -14.9 % Corporate and Other (38,845 ) (45,300 ) (38,595 ) -14.2 % 17.4 % Total $ 150,446 $ 129,637 $ 149,016 16.1 % -13.0 % OPERATING INCOME (LOSS) MARGIN: CTU (1) 30.7 % 33.8 % 36.3 % AIUS (2) 18.8 % 12.1 % 13.8 % Corporate and Other NM NM NM Total 21.2 % 18.6 % 21.5 % ______________________ (1) CTU’s results of operations include the Coding Dojo acquisition commencing on the December 1, 2022 date of acquisition and the Hippo acquisition commencing on the September 10, 2021 date of acquisition.

During the year ended December 31, 2022, we repurchased 2.1 million shares of our common stock for approximately $23.1 million at an average price of $11.02 per share as compared to 2.3 million shares of common stock repurchased for $25.3 million at an average price of $10.94 per share for the year ended December 31, 2021.

During the year ended December 31, 2023, we repurchased 0.5 million shares of our common stock for approximately $8.3 million at an average price of $15.38 per share as compared to 2.1 million shares of common stock repurchased for $23.1 million at an average price of $11.02 per share for the year ended December 31, 2022.

Capital expenditures represented approximately 1.8% and 1.5% of revenue for the years ended December 31, 2022 and 2021, respectively. For the year ending December 31, 2023, we expect capital expenditures to be approximately 1.0% - 2.0% of revenue.

Capital expenditures represented approximately 0.9% and 1.8% of revenue for the years ended December 31, 2023 and 2022, respectively. For the year ending December 31, 2024, we expect capital expenditures to be approximately 1.0% - 2.0% of revenue. Earnout payment related to business acquisition.

As of December 31, 2022 2021 2020 2022 vs 2021 % Change 2021 vs 2020 % Change TOTAL STUDENT ENROLLMENTS: CTU 25,200 24,700 24,600 2.0 % 0.4 % AIUS 14,000 15,700 18,100 -10.8 % -13.3 % Total University Group 39,200 40,400 42,700 -3.0 % -5.4 % Total student enrollments represent all students who are active as of the last day of the reporting period.

As of December 31, 2023 2022 2021 2023 vs 2022 % Change 2022 vs 2021 % Change TOTAL STUDENT ENROLLMENTS: CTU 26,000 25,200 24,700 3.2 % 2.0 % AIUS 8,500 14,000 15,700 -39.3 % -10.8 % Total 34,500 39,200 40,400 -12.0 % -3.0 % Total student enrollments represent all students who are active as of the last day of the reporting period.

For the Year Ended December 31, 2022 % of Total Revenue 2021 % of Total Revenue 2020 % of Total Revenue TOTAL REVENUE $ 695,208 $ 693,034 $ 687,314 OPERATING EXPENSES Educational services and facilities (1) 116,723 16.8 % 108,743 15.7 % 111,768 16.3 % General and administrative (2) : Advertising and marketing 126,843 18.2 % 137,228 19.8 % 143,282 20.8 % Admissions 93,810 13.5 % 96,403 13.9 % 99,035 14.4 % Administrative 163,893 23.6 % 140,529 20.3 % 127,336 18.5 % Bad debt 41,574 6.0 % 44,349 6.4 % 47,561 6.9 % Total general and administrative expense 426,120 61.3 % 418,509 60.4 % 417,214 60.7 % Depreciation and amortization 19,734 2.8 % 16,766 2.4 % 14,786 2.2 % Asset impairment 2,994 0.4 % - 0.0 % 612 0.1 % OPERATING INCOME 129,637 18.6 % 149,016 21.5 % 142,934 20.8 % PRETAX INCOME 134,269 19.3 % 149,067 21.5 % 146,740 21.3 % PROVISION FOR INCOME TAXES 38,402 5.5 % 39,430 5.7 % 22,476 3.3 % Effective tax rate 28.6 % 26.5 % 15.3 % NET INCOME $ 95,867 13.8 % $ 109,637 15.8 % $ 124,264 18.1 % 43 _______________ (1) Educational services and facilities expense includes costs attributable to the educational activities of our campuses, including: salaries and benefits of faculty, academic administrators and student support personnel, and costs of educational supplies and facilities, such as rents on leased facilities.

For the Year Ended December 31, 2023 % of Total Revenue 2022 % of Total Revenue 2021 % of Total Revenue TOTAL REVENUE $ 710,004 $ 695,208 $ 693,034 OPERATING EXPENSES Educational services and facilities (1) 130,324 18.4 % 116,723 16.8 % 108,743 15.7 % General and administrative (2) : Advertising and marketing 102,588 14.4 % 126,843 18.2 % 137,228 19.8 % Admissions 91,359 12.9 % 93,810 13.5 % 96,403 13.9 % Administrative 170,922 24.1 % 163,893 23.6 % 140,529 20.3 % Bad debt 33,215 4.7 % 41,574 6.0 % 44,349 6.4 % Total general and administrative expense 398,084 56.1 % 426,120 61.3 % 418,509 60.4 % Depreciation and amortization 16,887 2.4 % 19,734 2.8 % 16,766 2.4 % Asset impairment 14,263 2.0 % 2,994 0.4 % - 0.0 % OPERATING INCOME 150,446 21.2 % 129,637 18.6 % 149,016 21.5 % PRETAX INCOME 192,121 27.1 % 134,269 19.3 % 149,067 21.5 % PROVISION FOR INCOME TAXES 44,469 6.3 % 38,402 5.5 % 39,430 5.7 % Effective tax rate 23.1 % 28.6 % 26.4 % NET INCOME $ 147,652 20.8 % $ 95,867 13.8 % $ 109,637 15.8 % _______________ (1) Educational services and facilities expense includes costs attributable to the educational activities of our campuses, including: salaries and benefits of faculty, academic administrators and student support personnel, and costs of educational supplies and facilities, such as rents on leased facilities.

Year Ended December 31, 2022 as Compared to the Year Ended December 31, 2021 Revenue Revenue for the year ended December 31, 2022 (" current year ") increased 0.3% or $2.2 million, driven by growth in revenue within CTU which was mostly offset with the reduction in revenue for AIUS as compared to the prior year.

Year Ended December 31, 2023 as Compared to the Year Ended December 31, 2022 Revenue Revenue for the year ended December 31, 2023 (" current year ") increased 2.1%, or $14.8 million, driven by growth in revenue within CTU which was partially offset with a decrease in revenue for AIUS as compared to the prior year.

The $125.0 million revolving credit facility under the credit agreement is scheduled to mature on September 8, 2024. So long as no default has occurred and other conditions have been met, the Company may request an increase in the aggregate commitment in an amount not to exceed $50.0 million.

Under the Second Amended Credit Agreement, the Company continues to have the benefit of a $125.0 million senior secured revolving credit facility, and, so long as no default has occurred and other conditions have been met, the Company may request an increase in the aggregate commitment in an amount not to exceed $50.0 million.

Adjusted operating income for the years ended December 31, 2022 and 2021 is presented below (dollars in thousands, unless otherwise noted): 42 For the Year Ended December 31, Adjusted Operating Income 2022 2021 Operating income $ 129,637 $ 149,016 Depreciation and amortization (1) 19,734 16,766 Legal fee expense related to certain matters (2) 14,597 9,735 Adjusted Operating Income $ 163,968 $ 175,517 For the Year Ended December 31, 2022 2021 Reported Earnings Per Diluted Share $ 1.39 $ 1.55 Pre-tax adjustments included in operating expenses: Amortization for acquired intangible assets (1) 0.11 0.06 Legal fee expense related to certain matters (2) 0.21 0.14 Total pre-tax adjustments 0.32 0.20 Tax effect of adjustments (3) (0.08 ) (0.05 ) Total adjustments after tax 0.24 0.15 Adjusted Earnings Per Diluted Share $ 1.63 $ 1.70 ___________________________ (1) Amortization for acquired intangible assets relate to definite-lived intangible assets associated with acquisitions.

Adjusted operating income for the years ended December 31, 2023 and 2022 is presented below (dollars in thousands, unless otherwise noted): For the Year Ended December 31, Adjusted Operating Income 2023 2022 Operating income $ 150,446 $ 129,637 Depreciation and amortization (1) 16,887 19,734 Legal fee expense related to certain matters (2) 7,579 14,597 Adjusted Operating Income $ 174,912 $ 163,968 For the Year Ended December 31, Adjusted Earnings Per Diluted Share 2023 2022 Reported Earnings Per Diluted Share $ 2.18 $ 1.39 Pre-tax adjustments included in operating expenses: Amortization for acquired intangible assets (1) 0.11 0.11 Legal fee expense related to certain matters (2) 0.11 0.21 Gain on sale of intangible assets (3) (0.32 ) - Total pre-tax adjustments (0.10 ) 0.32 Tax effect of adjustments (4) 0.02 (0.08 ) Total adjustments after tax (0.08 ) 0.24 Adjusted Earnings Per Diluted Share $ 2.10 $ 1.63 ___________________________ 50 (1) Amortization relates to definite-lived intangible assets associated with acquisitions.

LIQUIDITY, FINANCIAL POSITION AND CAPITAL RESOURCES As of December 31, 2022, cash, cash equivalents, restricted cash and available-for-sale short-term investments (“cash balances”) totaled $518.2 million. Restricted cash as of December 31, 2022 was $9.5 million and relates to amounts held in escrow accounts to secure post-closing indemnification obligations of the sellers pursuant to the Coding Dojo, CalSouthern and Hippo acquisitions.

LIQUIDITY, FINANCIAL POSITION AND CAPITAL RESOURCES As of December 31, 2023, cash, cash equivalents, restricted cash and available-for-sale short-term investments (“cash balances”) totaled $604.2 million. Restricted cash as of December 31, 2023 was $1.0 million and relates to amounts held in an escrow account to secure post-closing indemnification obligations of the seller pursuant to the Hippo acquisition.

General and Administrative Expense (dollars in thousands) For the Year Ended December 31, 2022 2021 2020 2022 vs 2021 % Change 2021 vs 2020 % Change General and administrative: Advertising and marketing $ 126,843 $ 137,228 $ 143,282 -7.6 % -4.2 % Admissions 93,810 96,403 99,035 -2.7 % -2.7 % Administrative 163,893 140,529 127,336 16.6 % 10.4 % Bad Debt 41,574 44,349 47,561 -6.3 % -6.8 % Total general and administrative expense $ 426,120 $ 418,509 $ 417,214 1.8 % 0.3 % The general and administrative expense for the current year increased by 1.8% or $7.6 million as compared to the prior year.

General and Administrative Expense (dollars in thousands) For the Year Ended December 31, 2023 2022 2021 2023 vs 2022 % Change 2022 vs 2021 % Change General and administrative: Advertising and marketing $ 102,588 $ 126,843 $ 137,228 -19.1 % -7.6 % Admissions 91,359 93,810 96,403 -2.6 % -2.7 % Administrative 170,922 163,893 140,529 4.3 % 16.6 % Bad Debt 33,215 41,574 44,349 -20.1 % -6.3 % Total general and administrative expense $ 398,084 $ 426,120 $ 418,509 -6.6 % 1.8 % The general and administrative expense for the current year decreased by 6.6% or $28.0 million as compared to the prior year.

Our student support teams have maintained their focus on financial aid documentation collection and are counseling students through the Title IV financial aid process so that they are better prepared to start school. Additionally, various federal aid initiatives, some of which are temporary, simplified the process for students to receive the financial support needed to continue their education.

Total bad debt expense as a percentage of revenue also improved for the current year by 40 basis points as compared to the prior year. AIUS' bad debt expense decreased by 17.6% or $4.3 million which more than offset CTU's increased bad debt expense of 7.4% or $1.5 million for the current year as compared to the prior year.

Total bad debt expense as a percentage of revenue also improved for the current year by 1.3% as compared to the prior year. AIUS' and CTU's bad debt expense for the current year improved by 34.9% or $7.0 million and 6.5% or $1.4 million, respectively, as compared to the prior year.

Investing Cash Flows During the year ended December 31, 2022, net cash flows used in investing activities totaled $326.8 million compared to net cash flows provided by investing activities of $54.3 million for the year ended December 31, 2021. Purchases and Sales of Available-for-Sale Investments.

Investing Cash Flows During the years ended December 31, 2023 and 2022, net cash flows used in investing activities totaled $88.5 million and $326.8 million, respectively. Purchases and Sales of Available-for-Sale Investments.

This tax rate is intended to reflect federal and state taxable jurisdictions as well as the nature of the adjustments.

(4) The tax effect of adjustments was calculated by multiplying the pre-tax adjustments with a tax rate of 25%. This tax rate is intended to reflect federal and state taxable jurisdictions as well as the nature of the adjustments.

The current administration, as well as Congress, are pursuing significant legislative, regulatory and administrative actions affecting our business. A loss or material reduction in Title IV Programs or the amount of student financial aid for which our students are eligible would materially impact our student enrollments and profitability and could impact the continued viability of our business as currently conducted.

Any actions that limit our participation in Title IV Programs or the amount of student financial aid for which our students are eligible would materially impact our student enrollments and profitability and could impact the continued viability of our business as currently conducted.

The decrease in cash flow from operations as compared to the prior year is primarily driven by a timing impact of the academic calendar redesign and the related cash collections as well as lower total student enrollments as we entered 2022. Our primary source of cash flows from operating activities is tuition collected from our students.

The decrease in cash flow from operations as compared to the prior year is primarily driven by a timing impact of certain working capital items. Our primary source of cash flows from operating activities is tuition collected from our students.

(2) AIUS’ results of operations include the CalSouthern acquisition commencing on the July 1, 2022 date of acquisition and the DigitalCrafts acquisition commencing on the August 2, 2021 date of acquisition. (3) Revenue recorded within Corporate and Other relates to miscellaneous non-student related revenue.

The increase in revenue for the current year was driven by a positive impact of the academic calendar redesign at both CTU and AIUS as well as the acquisitions completed in the current year and prior year that were not part of the full comparative prior year period.

The increase in revenue at CTU was driven by organic student enrollment growth, a positive impact from the academic calendar redesign and the 2022 acquisition that was not part of the full comparative prior year period.

Financing Cash Flows During the years ended December 31, 2022 and 2021, net cash flows used in financing activities totaled $27.7 million and $29.9 million, respectively. Payments of employee tax associated with stock compensation.

During the year ended December 31, 2023, we paid $6.0 million as additional purchase consideration for the Coding Dojo acquisition. Financing Cash Flows During the years ended December 31, 2023 and 2022, net cash flows used in financing activities totaled $23.4 million and $27.7 million, respectively. Payments of employee tax associated with stock compensation.

Repurchases of stock during 2022 and 2021 were funded by cash generated from operating activities and existing cash balances. See Part II, Item 5 for more information. Release of cash held in escrow .

Repurchases of stock during 2023 and 2022 were funded by cash generated from operating activities and existing cash balances. See Part II, Item 5 for more information. Release of cash held in escrow . During the years ended December 31, 2023 and 2022, we released $1.0 million and $4.2 million of escrow associated with acquisitions. Payments of cash dividends .

As a result of our assessment, the $3.1 million deferred tax asset and offsetting valuation allowance with respect to the capital loss carryforward was eliminated, which had an offsetting impact on the effective tax rate of 2.3%.

This resulted in the elimination of a $3.1 million deferred tax asset and offsetting valuation allowance with respect to the capital loss carryforward, which had an offsetting impact on the effective tax rate of 2.3%. For the full year 2024, we expect our effective tax rate to be between 25.5% and 26.5%.

Financial Highlights Revenue for the year ended December 31, 2022 increased by 0.3% or $2.2 million as compared to the prior year, resulting from an increase in revenue for CTU of 2.7% or $11.1 million mostly offset with a decrease for AIUS of 3.1% or $8.9 million.

Management expects to optimize operating expenses for 2024 to mostly offset this expected decline in revenue. Financial Highlights Revenue for the current year increased by 2.1% or $14.8 million as compared to the prior year, resulting from an increase in revenue for CTU of 11.8% or $49.3 million partially offset with a decrease for AIUS of 12.5% or $34.2 million.

(“ Wintrust ”), in its capacities as the sole lead arranger, sole bookrunner, administrative agent and letter of credit issuer for the lenders from time to time parties thereto. The credit agreement provides the Company with the benefit of a $125.0 million senior secured revolving credit facility.

On September 8, 2021, the Company and the subsidiary guarantors thereunder entered into a credit agreement with Wintrust Bank N.A. (“ Wintrust ”), in its capacities as the sole lead arranger, sole bookrunner, administrative agent and letter of credit issuer for 57 the lenders from time to time parties thereto (the “ Credit Agreement ”).

During the year ended December 31, 2022, we released $4.2 million of escrow associated with the Trident and Hippo acquisitions. 50 Contractual Obligations As of December 31, 2022, future minimum cash payments due under contractual obligations for our non-cancelable operating lease arrangements were $39.1 million, with approximately $8.2 million due within the next 12 months.

Contractual Obligations As of December 31, 2023, future minimum cash payments due under contractual obligations for our non-cancelable operating lease arrangements were $30.7 million, with approximately $7.0 million due within the next 12 months.

For the year ended December 31, 2021, we recorded a tax provision of $39.4 million, which includes a $1.6 million unfavorable adjustment associated with the tax effect of stock-based compensation and a $0.5 million favorable adjustment related to federal and state credits claimed for the 2020 tax return and anticipated for the 2021 tax year.

Provision for Income Taxes For the year ended December 31, 2023, we recorded a tax provision of $44.5 million, which includes a $4.5 million favorable adjustment related to the tax benefits associated with a previously disclosed prior year ordinary loss attributable to the stock of a worthless subsidiary, which decreased the effective tax rate by 2.4% and a $0.7 million favorable adjustment related to federal and state credits claimed for the 2022 tax return and anticipated for the 2023 tax year, which decreased the effective rate by 0.4%.

Generally, an impairment loss would reduce our net income for the reporting period being presented, and proportionally reduce the value of the assets and equity reflected on our balance sheet.

Generally, an impairment loss would reduce our net income for the reporting period being presented, and proportionally reduce the value of the assets and equity reflected on our balance sheet. 56 We did not record any goodwill impairment charges during the years ended December 31, 2023 and 2022, and have $241.2 million and $243.5 million of goodwill as of December 31, 2023 and 2022, respectively.

(2) Legal fee expense associated with (i) responses to the Department relating to borrower defense to repayment applications from former students, and (ii) acquisition efforts. (3) The tax effect of adjustments was calculated by multiplying the pre-tax adjustments with a tax rate of 25%.

(2) Legal fee expense associated with (i) responses to the Department relating to borrower defense to repayment applications from former students, and (ii) acquisition efforts. (3) Non-cash gain associated with the sale of the LCB tradename in exchange for outstanding shares of Perdoceo's stock.

Educational Services and Facilities Expense (dollars in thousands) For the Year Ended December 31, 2022 2021 2020 2022 vs 2021 % Change 2021 vs 2020 % Change Educational services and facilities: Academics & student related $ 99,410 $ 91,426 $ 90,659 8.7 % 0.8 % Occupancy 17,313 17,317 21,109 0.0 % -18.0 % Total educational services and facilities $ 116,723 $ 108,743 $ 111,768 7.3 % -2.7 % Educational services and facilities expense for the current year increased by 7.3% or $8.0 million as compared to the prior year, driven by academics and student related expense primarily related to the 2022 and 2021 acquisitions.

The decrease in revenue at AIUS was driven by the operational changes discussed above within " 2023 Review " which impacted student enrollment growth during the year and accordingly revenue. 51 Educational Services and Facilities Expense (dollars in thousands) For the Year Ended December 31, 2023 2022 2021 2023 vs 2022 % Change 2022 vs 2021 % Change Educational services and facilities: Academics & student related $ 120,023 $ 99,410 $ 91,426 20.7 % 8.7 % Occupancy 10,301 17,313 17,317 -40.5 % 0.0 % Total educational services and facilities $ 130,324 $ 116,723 $ 108,743 11.7 % 7.3 % Educational services and facilities expense for the current year increased by 11.7% or $13.6 million as compared to the prior year, driven by academic and student related expense primarily related to the 2022 acquisitions, which were not a part of the full comparative prior year period.

We have also focused on emphasizing employer-paid and other direct-pay education programs such as corporate partnerships as students within these programs typically have lower bad debt expense associated with them. Operating Income Operating income for the current year decreased by 13.0% or $19.4 million as compared to the prior year.

We have also focused on emphasizing employer-paid and other direct-pay education programs such as corporate engagements as students within these programs typically have lower bad debt expense associated with them. We continue to expect quarterly fluctuations in bad debt expense, especially as some of the various federal aid initiatives expire.

The current year decrease in operating income was primarily due to increased administrative and academics and student related expense, along with increased amortization expense and asset impairment charges, which were only partially offset by decreases within advertising and marketing, admissions and bad debt expenses as compared to the prior year.

The current year increase was primarily driven by the increased revenue along with lower admissions, advertising and marketing, occupancy and bad debt expenses as compared to the prior year, partially offset with an increase of $11.3 million related to asset impairment charges for the current year as compared to the prior year.

Under ASC Topic 350, we conduct a goodwill impairment assessment at least annually, and more frequently if events occur or circumstances change that would more-likely-than-not reduce the fair value of the goodwill on our consolidated balance sheet below its carrying amount.

Under ASC Topic 350, we review goodwill for impairment on an annual basis or when an event or other circumstances change that would more likely than not reduce the fair value of the asset below its carrying value.

Each segment represents a postsecondary education provider that offers a variety of academic programs. We organize our business across two reporting segments: CTU and AIUS. On December 1, 2022, the Company acquired Coding Dojo (the " Coding Dojo Acquisition ").

Each segment represents a postsecondary education provider that offers a variety of academic programs. We organize our business across two reporting segments: CTU and AIUS. See Note 18 “ Segment Reporting ” for a description of each of our current reporting segments along with revenues, operating income and total assets by reporting segment.

In addition, targeted loan relief to student borrowers is a stated priority for the Department, and consumer advocacy groups and others are focusing their lobbying and other efforts relating to student debt forgiveness on for-profit colleges and universities, encouraging loan discharge applications and complaints by former students.

These groups collectively have focused efforts relating to student debt forgiveness on for-profit colleges and universities, encouraging loan discharge applications and complaints by former students.

Treasury stock : The increase is driven primarily by the repurchase of the Company’s common stock during the current year for approximately $23.1 million. Recent Accounting Pronouncements See Note 4 “Recent Accounting Pronouncements” to our consolidated financial statements for a discussion of recent accounting pronouncements that may affect us.

Recent Accounting Pronouncements See Note 4 “ Recent Accounting Pronouncements ” to our consolidated financial statements for a discussion of recent accounting pronouncements that may affect us.

As a result, significant judgments and interpretations are required in determining our income tax provisions (benefits) and evaluating our uncertain tax positions. We account for income taxes in accordance with FASB ASC Topic 740 – Income Taxes .

Income Taxes Description : We are subject to the income tax laws of the U.S. and various state, local and foreign jurisdictions. These tax laws are complex and subject to interpretation. As a result, significant judgments and interpretations are required in determining our income tax provisions (benefits) and evaluating our uncertain tax positions.

Purchases and sales of available-for-sale investments resulted in a net cash outflow of $229.8 million for the current year as compared to net cash inflow of $121.9 million for the prior year. Business acquisitions. For the year ended December 31, 2022, the Company completed the Coding Dojo and CalSouthern acquisitions and made total initial cash payments of $84.3 million.

Purchases and sales of available-for-sale investments resulted in a net cash outflow of $76.1 million and $229.8 million for the years ended December 31, 2023 and 2022, respectively. 58 Capital Expenditures. Capital expenditures decreased to $6.4 million for the year ended December 31, 2023 as compared to $12.6 million for the year ended December 31, 2022.

Year Ended December 31, 2022 as Compared to the Year Ended December 31, 2021 CTU. Current year revenue increased by 2.7% or $11.1 million as compared to the prior year. The current year increase was driven by a positive impact of the academic calendar redesign and the acquisitions completed in the prior year and current year.

Year Ended December 31, 2023 as Compared to the Year Ended December 31, 2022 CTU. Current year revenue increased by 11.8% or $49.3 million as compared to the prior year.

Current year operating income for CTU decreased by 4.6% or $6.9 million as compared to the prior year, driven by increased operating expenses across most categories, with the exception of advertising and marketing.

Current year operating income for CTU increased by 1.7% or $2.4 million as compared to the prior year, driven by the increase in revenue discussed above, partially offset with increased operating expenses, including increased asset impairment charges of $12.2 million as compared to the prior year. AIUS.

The decline in revenue for AIUS was driven by the decrease in total student enrollments as compared to the prior year end. Revenue for the current year was benefitted by the academic calendar redesign as well as the acquisitions completed in 2022 and 2021 that were not part of the full comparative prior year period.

Current year operating income for AIUS decreased by 14.9% or $5.8 million as compared to the prior year, primarily due to lower revenue discussed above as well as one time investments in human capital, which were only partially offset with decreased advertising and marketing, bad debt and admissions expenses for the current year as compared to the prior year.

The decline in student enrollments was impacted by short-term operating changes made during the current year discussed above within " 2023 Review ". 54 Current year operating income for AIUS increased by 35.9% or $12.0 million as compared to the prior year, driven by lower admissions, advertising and marketing, occupancy and bad debt expenses as compared to the prior year, which more than offset the decrease in revenue.

Total Corporate and Other operating loss for the current year increased by 17.4% or $6.7 million as compared to the prior year, primarily as 46 a result of increased legal fee expense, including legal fees associated with the borrower defense to repayment applications from former students and expenses associated with acquisitions.

Corporate and Other. This category includes unallocated costs that are incurred on behalf of the entire company. Total Corporate and Other operating loss for the current year decreased by 14.2% or $6.5 million as compared to the prior year, primarily as a result of decreased legal fee expense.

The current year decrease was primarily driven by a decrease in total student enrollments of 10.8% as compared to the prior year. A discussion of the factors we believe contributed to the decrease in total student enrollments is discussed above within " 2022 Review ".

Current year revenue decreased by 12.5% or $34.2 million as compared to the prior year. The current year decrease was primarily driven by a decrease in total student enrollments of 39.3% at December 31, 2023 as compared to December 31, 2022.

Changes in Financial Position – December 31, 2022 compared to December 31, 2021 Selected consolidated balance sheet account changes from December 31, 2021 to December 31, 2022 were as follows (dollars in thousands): As of December 31, 2022 2021 % Change ASSETS CURRENT ASSETS: Receivables, other $ 3,457 $ 1,692 104 % NON-CURRENT ASSETS: Right of use asset, net 26,156 36,664 -29 % Goodwill 243,540 162,579 50 % Intangible assets, net 53,564 32,208 66 % LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Payroll and related benefits 40,306 25,312 59 % Income taxes 7,814 211 3603 % NON-CURRENT LIABILITIES: Other non-current liabilities 40,856 21,530 90 % STOCKHOLDERS' EQUITY Treasury stock (301,624 ) (276,895 ) 9 % Receivables, other : The increase is primarily driven by interest income receivable related to our available for sale short term investments.

Changes in Financial Position – December 31, 2023 Compared to December 31, 2022 Selected consolidated balance sheet account changes from December 31, 2022 to December 31, 2023 were as follows (dollars in thousands): As of December 31, 2023 2022 % Change ASSETS CURRENT ASSETS: Student receivables, net $ 29,398 $ 42,551 -31 % NON-CURRENT ASSETS: Right of use asset, net 19,096 26,156 -27 % Goodwill 241,162 243,540 -1 % Intangible assets, net of amortization 36,219 53,564 -32 % LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Deferred revenue 37,215 71,590 -48 % NON-CURRENT LIABILITIES: Other non-current liabilities 33,510 40,856 -18 % Student receivables, net.

In recent years, Congress, the Department, states, accrediting agencies, the CFPB, the FTC, state attorneys general and the media have all scrutinized the for-profit postsecondary education sector.

Regulatory Environment and Political Uncertainty We operate in a highly regulated industry, which has significant impacts on our business and creates risks and uncertainties. In recent years, Congress, the Department, states, accrediting agencies, the Consumer Financial Protection Bureau, the Federal Trade Commission, state attorneys general, consumer advocacy groups and the media have all scrutinized the for-profit postsecondary education sector.

Right of use asset, net: The decrease is primarily driven by lease terminations and ROU asset impairments. Goodwill: The increase in goodwill is attributable to the CalSouthern and Coding Dojo acquisitions. Intangible assets, net : The increase in intangible assets is attributable to the CalSouthern and Coding Dojo acquisitions.

The decrease is primarily driven by increased collection on student balances and a decrease in total student enrollments at AIUS. Right of use asset, net: The decrease is primarily driven by lease terminations and ROU asset impairments for locations which the Company has vacated. 59 Goodwill .

These acquisitions expand the depth and breadth of our educational offerings at our academic institutions. Total student enrollments decreased 3.0% at December 31, 2022 as compared to December 31, 2021, with AIUS’ decrease of 10.8% partially offset with an increase of 2.0% at CTU.

We experienced strong improvements in student retention and engagement at both CTU and AIUS during 2023 as compared to 2022 as a result of these efforts. Total student enrollments decreased 12.0% at December 31, 2023 as compared to December 31, 2022, with CTU’s increase of 3.2% being more than offset with AIUS’ decrease of 39.3%.

Excluding these items, revenue for both AIUS and CTU would have decreased as compared to the prior year. Operating income for the current year decreased to $129.6 million as compared to operating income of $149.0 million in the prior year.

The decrease within AIUS was driven by the operational changes discussed above which impacted student enrollment growth during the year and accordingly revenue. Operating income for the current year increased to $150.4 million as compared to operating income of $129.6 million in the prior year.

The advertising and marketing expense for the current year decreased by 7.6% or $10.4 million as compared to the prior year, as a result of adjustments to our marketing processes related to identifying prospective student interest within both CTU and AIUS.

Admissions expense decreased by 2.6% or $2.5 million as compared to the prior year primarily due to decreased expenses within AIUS as a result of short-term operational changes made during the current year.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+1 added−0 removed3 unchanged

2022 filing

2023 filing

Biggest changeOur financial instruments are recorded at their fair values as of December 31, 2022 and December 31, 2021. We believe that the exposure of our consolidated financial position and results of operations and cash flows to adverse changes in interest rates applicable to our investments or borrowings is not significant.

Biggest changeWe believe that the exposure of our consolidated financial position and results of operations and cash flows to adverse changes in interest rates applicable to our investments or borrowings is not significant.

Despite the investment risk mitigation strategies 51 we employ, we may incur investment losses as a result of unusual and unpredictable market developments and may experience reduced investment earnings if the yields on investments deemed to be low risk remain low or decline.

Despite the investment risk mitigation strategies we employ, we may incur investment losses as a result of unusual and unpredictable market developments and may experience reduced investment earnings if the yields on investments deemed to be low risk remain low or decline.

At December 31, 2022, a 10% increase or decrease in interest rates applicable to our investments or borrowings would not have a material impact on our future earnings, fair values or cash flows.

At December 31, 2023, a 10% increase or decrease in interest rates applicable to our investments or borrowings would not have a material impact on our future earnings, fair values or cash flows.

In addition, we use asset managers who conduct initial and ongoing credit analysis on our investment portfolio and monitor that investments are in compliance with our investment policy.

In addition, we use asset managers who conduct initial and ongoing credit analyses on our investment portfolio and monitor that investments are in compliance with our investment policy.

Under the credit agreement, outstanding principal amounts bear annual interest at a fluctuating rate equal to 1.0% less than the administrative agent’s prime commercial rate, subject to a 3.0% minimum rate. A higher rate may apply to late payments or if any event of default exists. As of December 31, 2022, we had no outstanding borrowings under this facility.

Under the Second Amended Credit Agreement, outstanding principal amounts bear annual interest at a fluctuating rate equal to 1.0% less than the administrative agent’s prime commercial rate, subject to a 3.0% minimum rate. A higher rate may apply to late payments or if any event of default exists.

Added

As of December 31, 2023, we had no outstanding borrowings under this facility. Our financial instruments are recorded at their fair values as of December 31, 2023 and December 31, 2022.

Top changes in PERDOCEO EDUCATION Corp's 2023 10-K

Item 1. Business

Item 2. Properties

Item 5. Market for Registrant's Common Equity

Item 7. Management's Discussion & Analysis

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Other PRDO 10-K year-over-year comparisons