Business Acquisition

12 Months Ended

Dec. 31, 2025

Business Combination [Abstract]

Business Acquisition

3. BUSINESS ACQUISITION

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

USAHS is among the nation’s reputable universities offering graduate health sciences degrees, primarily in physical therapy, occupational therapy, speech language therapy and nursing, as well as continuing education programs. Founded in 1979, USAHS

educates students through its network of campuses in San Marcos, California; St. Augustine and Miami, Florida; and Austin and Dallas, Texas and through its online programs.

The purchase price of $137.0 million for USAHS was allocated to the fair values of acquired tangible and identifiable intangible assets of $268.5 million and assumed liabilities of $131.5 million as of December 2, 2024. The purchase price consisted of an initial cash payment made in December 2024, and a working capital true up of $0.8 million, which was received from the former owners in April 2025. Based on our purchase price allocation, we have recorded goodwill of $24.5 million. Goodwill reflects the inherent value of the acquired workforce as well as revenue growth opportunities following the acquisition. None of this goodwill balance will be deductible for income tax reporting purposes.

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

	USAHS
	December 2, 2024
Assets:
Student and other receivables	$	1,771
Prepaid assets		4,727
Property and equipment		78,800
ROU assets		53,271
Intangible assets
Trade name (indefinite-lived)		9,800
Customer relationships (2 year life)		14,000
Course curriculum (4 year life)		15,500
Accreditation rights (12 year life)		25,000
Deferred tax asset, net (1)		40,120
Other assets		977
Goodwill (1)		24,535
Total assets acquired	$	268,501
Liabilities:
Accounts payable and other accrued liabilities	$	9,269
Deferred revenue		10,137
Lease liabilities		55,625
Construction financing		56,500
Total liabilities assumed	$	131,531
Net assets acquired	$	136,970

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(1) Goodwill and deferred tax asset, net include an adjustment in the current year of approximately $7.5 million upon finalization of the USAHS deferred tax rate applied to the indefinite-lived intangible assets and various adjustments identified while completing USAHS’s final pre-acquisition tax returns.

Pro forma financial information (unaudited)

The following unaudited pro forma summary financial information for the years ended December 31, 2024 and 2023 gives effect to the USAHS acquisition as if it had been completed on January 1, 2023. The unaudited pro forma financial information is provided for illustrative purposes only and does not purport to represent what the actual consolidated results of operations or the consolidated financial position of Perdoceo would have been had the USAHS acquisition been completed on the date noted above, nor are they necessarily indicative of future consolidated results of operations.

The table below is based on available information and certain assumptions the Company believes are reasonable, including adjustments to depreciation, amortization, interest income and interest expense based on the fair value purchase accounting adjustments primarily related to leases and property and equipment. Additionally, for the year ended December 31, 2023, a non-recurring adjustment was made to eliminate $241.6 million of asset impairment expense related to USAHS.

	Twelve Months Ended December 31,
in thousands, except per share amounts	2024		2023
Total revenue	$	825,902	$	880,455
Operating income		175,480		174,775
Net income		147,012		161,971
Net income per share - Basic		2.24		2.44
Net income per share - Diluted		2.19		2.39

See Note 17 “Segment reporting” for further discussion of USAHS and its financial results.