UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q


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

For the quarterly period ended ~~June~~September 30, 2022


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

For the transition period from________________to________________

Commission File Number: 001-34272

___________________________________________________________________________

ZOVIO INC

(Exact name of registrant as specified in its charter)

___________________________________________________________________________


			Delaware			59-3551629
			(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification No.)

1811 E. Northrop Blvd, Chandler, AZ 85286

(Address, including zip code, of principal executive offices)

(858) 668-2586

(Registrant’s telephone number, including area code)

____________________________________________________________________________

None

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ZVO	The Nasdaq Stock Market LLC

The total number of shares of common stock outstanding as of ~~July~~November 2915, 2022, was 34,~~206~~221,~~052~~081.

ZOVIO INC

FORM 10-Q

INDEX

PART I—FINANCIAL INFORMATION		3
Item 1. Financial Statements		3
	Condensed Consolidated Balance Sheets (Unaudited)	3
	Condensed Consolidated Statements of Income (Loss) (Unaudited)	4
	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows (Unaudited)	67
	Notes to Condensed Consolidated Financial Statements (Unaudited)	78
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		24
Item 3. Quantitative and Qualitative Disclosures About Market Risk		33
Item 4. Controls and Procedures		34
PART II—OTHER INFORMATION		35
Item 1. Legal Proceedings		35
Item 1A. Risk Factors		35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		3539
Item 3. Defaults Upon Senior Securities		3539
Item 4. Mine Safety Disclosures		3539
Item 5. Other Information		3539
Item 6. Exhibits		3740
SIGNATURES		3841

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

ZOVIO INC

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except par value)

	As of June 30, 2022		As of December 31, 2021
	As of September 30, 2022		As of December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	203,~~812~~092	$	28,265
Restricted cash	62,~~079~~935		9,288
Investments	~~227~~216		974
Accounts receivable, net of allowance for credit losses of $1.2 million and $0.9 million at June 30, 2022 and December 31, 2021, respectively	4,951		9,631
Accounts receivable, net of allowance for credit losses of $1.4 million and $0.9 million at September 30, 2022 and December 31, 2021, respectively	5,360		9,631
Prepaid expenses and other current assets	83,~~633~~303		13,423
Total current assets	4014,~~702~~906		61,581
Property and equipment, net	1,~~100~~042		26,382
Operating lease assets	17,~~358~~091		28,881
Goodwill and intangibles, net	23,~~915~~461		29,499
Other long-term assets	2,~~358~~056		2,691
Total assets	$	8558,~~433~~556	$	149,034
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	3526,~~523~~516	$	74,769
Deferred revenue and student deposits	78,~~405~~039		14,939
Total current liabilities	4234,~~928~~555		89,708
Rent liability	3218,~~864~~081		34,205
Other long-term liabilities	32,~~036~~910		5,115
Total liabilities	7855,~~828~~546		129,028
Commitments and contingencies (see Note 14)
Stockholders' equity:
Preferred stock, $0.01 par value:
20,000 shares authorized; zero shares issued and outstanding at both June 30, 2022, and December 31, 2021	—		—
20,000 shares authorized; zero shares issued and outstanding at both September 30, 2022, and December 31, 2021	—		—
Common stock, $0.01 par value:
300,000 shares authorized; 67,915 and 67,255 issued, and 34,206 and 33,546 outstanding, at June 30, 2022 and December 31, 2021, respectively	682		676
300,000 shares authorized; 67,930 and 67,255 issued, and 34,221 and 33,546 outstanding, at September 30, 2022 and December 31, 2021, respectively	682		676
Additional paid-in capital	170,~~763~~623		172,060
Retained earnings	~~271~~268,~~860~~405		283,970
Treasury stock, 33,709 shares at cost at both June 30, 2022, and December 31, 2021, respectively	(436,700)		(436,700)
Treasury stock, 33,709 shares at cost at both September 30, 2022, and December 31, 2021, respectively	(436,700)		(436,700)
Total stockholders' equity	63,~~605~~010		20,006
Total liabilities and stockholders' equity	$	8558,~~433~~556	$	149,034

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

ZOVIO INC

Condensed Consolidated Statements of Income (Loss)

(Unaudited)

(In thousands, except per share amounts)

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

2022

2021

2022

2021

Revenue

4922,~~658~~038

6659,~~670~~808

~~109~~131,~~282~~320

~~140~~200,~~777~~585

Other revenue

~~1,722~~507

2,~~516~~418

34,~~731~~238

57,~~268~~686

Revenue and other revenue

5122,~~380~~545

6962,~~186~~226

~~113~~135,~~013~~558

~~146~~208,~~045~~271

Costs and expenses:

Technology and academic services

1710,~~290~~077

1816,~~056~~498

3545,~~788~~865

3753,~~200~~698

Counseling services and support

176,~~705~~481

2320,~~173~~438

3945,~~036~~517

4868,~~498~~936

Marketing and communication

187,~~272~~771

21,~~729~~068

4047,~~186~~957

4768,~~560~~628

General and administrative

75,~~836~~535

89,~~376~~013

1420,~~958~~493

2433,~~272~~285

Legal expense

~~920~~—

—

920

—

Restructuring and impairment expense

~~35,887~~—

~~2,341~~300

35,887

2,~~341~~641

Gain on transactions, net

(453,~~689~~599)

—

(4549,~~689~~288)

—

Total costs and expenses

5226,~~221~~265

7367,~~675~~317

~~121~~147,~~086~~351

~~159~~227,~~871~~188

Operating loss

(~~841~~3,720)

(45,~~489~~091)

(811,~~073~~793)

(1318,~~826~~917)

Other income (expense), net

~~(3,824)~~295

~~232~~(69)

(3,~~951~~656)

~~159~~90

Loss before income taxes

(43,~~665~~425)

(45,~~257~~160)

(1215,~~024~~449)

(1318,~~667~~827)

Income tax expense (benefit)

830

~~(224)~~59

86116

(~~141~~82)

Net loss

(43,~~673~~455)

(45,~~033~~219)

(1215,~~110~~565)

(1318,~~526~~745)

Loss per share:

Basic

(0.1410)

(0.1216)

(0.3646)

(0.4156)

Diluted

(0.1410)

(0.1216)

(0.3646)

(0.4156)

Weighted average number of common shares outstanding used in computing loss per share:

Basic

34,~~122~~211

33,~~343~~427

33,~~844~~968

33,~~058~~182

Diluted

34,~~122~~211

33,~~343~~427

33,~~844~~968

33,~~058~~182

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

ZOVIO INC

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

(In thousands)

	Common Stock			AdditionalPaid-inCapital		RetainedEarnings			TreasuryStock
	Shares	Par Value						Total
Balance at December 31, 2020	66,454	$	668	$	179,489	$	326,319		$	(447,259)	$	59,217
Stock-based compensation	—	—		2,382		—			—		2,382
Stock issued under stock incentive plan, net of shares held for taxes	563	5		(1,083)		—			—		(1,078)
Contingent consideration	—	—		(122)		—			—		(122)
Stock issued for acquisition	—	—		(10,559)		—			10,559		—
Net loss	—	—		—		(9,493)			—		(9,493)
Balance at March 31, 2021	67,017	$	673	$	170,107	$	316,826		$	(436,700)	$	50,906
Stock-based compensation	—	—		247		—			—		247
Stock issued under employee stock purchase plan	31	—		76		—			—		76
Stock issued under stock incentive plan, net of shares held for taxes	79	1		(89)		—			—		(88)
Net loss	—	—		—		(4,033)			—		(4,033)
Balance at June 30, 2021	67,127	$	674	$	170,341	$	312,793		$	(436,700)	$	47,108
Stock-based compensation	—	—		990		—			—		990
Stock issued under stock incentive plan, net of shares held for taxes	28	1		(16)		—			—		(15)
Net loss	—	—		—		(5,219)			—		(5,219)
Balance at September 30, 2021	67,155	$	675	$	171,315	$	307,574		$	(436,700)	$	42,864

	Common Stock			AdditionalPaid-inCapital		RetainedEarnings			TreasuryStock
	Shares	Par Value						Total
Balance at December 31, 2021	67,255	$	676	$	172,060	$	283,970		$	(436,700)	$	20,006
Stock-based compensation	—	—		(1,169)		—			—		(1,169)
Stock issued under stock incentive plan, net of shares held for taxes	509	5		(138)		—			—		(133)
Net loss	—	—		—		(7,437)			—		(7,437)
Balance at March 31, 2022	67,764	$	681	$	170,753	$	276,533		$	(436,700)	$	11,267
Stock-based compensation	—	—		(13)		—			—		(13)
Stock issued under employee stock purchase plan	38	—		35		—			—		35
Stock issued under stock incentive plan, net of shares held for taxes	113	1		(12)		—			—		(11)
Net loss	—	—		—		(4,673)			—		(4,673)
Balance at June 30, 2022	67,915	$	682	$	170,763	$	271,860		$	(436,700)	$	6,605

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


	Common Stock			Additional Paid-in Capital		Retained Earnings			Treasury Stock
	Shares	Par Value						Total
Balance at December 31, 2021	67,255	$	676	$	172,060	$	283,970		$	(436,700)	$	20,006

Stock-based compensation	—	—		(1,169)		—			—		(1,169)




Stock issued under stock incentive plan, net of shares held for taxes	509	5		(138)		—			—		(133)


Net loss	—	—		—		(7,437)			—		(7,437)

Balance at March 31, 2022	67,764	$	681	$	170,753	$	276,533		$	(436,700)	$	11,267
Stock-based compensation	—	—		(13)		—			—		(13)

Stock issued under employee stock purchase plan	38	—		35		—			—		35
Stock issued under stock incentive plan, net of shares held for taxes	113	1		(12)		—			—		(11)



Net loss	—	—		—		(4,673)			—		(4,673)
Balance at June 30, 2022	67,915	$	682	$	170,763	$	271,860		$	(436,700)	$	6,605
Stock-based compensation	—	—		(139)		—			—		(139)

Stock issued under stock incentive plan, net of shares held for taxes	15	—		(1)		—			—		(1)
Net loss	—	—		—		(3,455)			—		(3,455)
Balance at September 30, 2022	67,930	$	682	$	170,623	$	268,405		$	(436,700)	$	3,010

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

ZOVIO INC

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

	Six Months EndedJune 30,
	Nine Months EndedSeptember 30,
	2022		2021
Cash flows from operating activities:
Net loss	$	(1215,~~110~~565)	$	(1318,~~526~~745)
Adjustments to reconcile net loss to net cash used in operating activities:
Provision for bad debts	~~257~~513		~~911~~1,002
Depreciation and amortization	34,~~911~~458		46,~~262~~297
Stock-based compensation	(1,~~182~~321)		23,~~629~~619
Noncash lease expense	23,~~849~~383		46,~~367~~539
Net loss (gain) on marketable securities	~~140~~151		(144)
Loss on disposal or impairment of fixed assets	35,887		6171
Gain on transactions, net	(4549,~~689~~289)		—
Changes in operating assets and liabilities:
Accounts receivable	32,~~108~~443		(12,~~628~~335)
Prepaid expenses and other current assets	(12,~~643~~981)		(~~614~~2,948)
Other long-term assets	(1,~~611~~309)		(1,~~568~~318)
Accounts payable and accrued liabilities	(3846,~~771~~346)		(92,~~198~~369)
Deferred revenue and student deposits	~~198~~832		24,~~491~~992
Operating lease liabilities	(34,~~456~~517)		(57,~~243~~527)
Other liabilities	~~925~~964		~~940~~1,275
Net cash used in operating activities	(5772,~~187~~697)		(1611,~~260~~591)
Cash flows from investing activities:
Capital expenditures	(24)		(~~733~~1,155)
Purchases of investments	(4647)		(64740)
Capitalized costs for intangible assets	(~~495~~530)		(~~333~~565)
Net proceeds from sale of assets	4843,921		—
Sale of investments	~~652~~654		~~247~~1,076
Net cash provided by (used in) investing activities	4943,~~008~~974		(~~883~~1,384)
Cash flows from financing activities:
Proceeds from the issuance of stock under employee stock purchase plan	35		76
Payment of debt revolver fees	(320)		—
Proceeds from long-term borrowings, net of fees	29,627		—
Tax withholdings on issuance of stock awards	(144)		(1,~~166~~182)
Repayments on long-term borrowing	(32,001)		—
Net cash used in financing activities	(2,~~483~~803)		(1,~~090~~106)
Net decrease in cash, cash equivalents and restricted cash	(1031,~~662~~526)		(1814,~~233~~081)
Cash, cash equivalents and restricted cash at beginning of period	37,553		55,497
Cash, cash equivalents and restricted cash at end of period	$	266,~~891~~027	$	3741,~~264~~416
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	$	203,~~812~~092	$	2331,~~981~~608
Restricted cash	62,~~079~~935		139,~~283~~808
Total cash, cash equivalents and restricted cash	$	266,~~891~~027	$	3741,~~264~~416

Supplemental disclosure of non-cash transactions:
Purchase of equipment included in accounts payable and accrued liabilities	$	—	$	1465
Issuance of common stock for vested restricted stock units	$	~~654~~659	$	3,~~774~~861
Debt extinguishment	$	—	$	3,095
Issuance of notes payable	$	—	$	2,809

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

ZOVIO INC

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Nature of Business

Zovio Inc (the “Company”) is a Delaware corporation, and is an education technology services company that partners with higher education institutions and employers to deliver innovative, personalized solutions to help learners and leaders achieve their aspirations. In April 2019, the Company acquired both Fullstack Academy, Inc. (“Fullstack”) and TutorMe.com, Inc. (“TutorMe”), each of which became wholly-owned subsidiaries of the Company at that time. Fullstack is an innovative web development school offering immersive technology bootcamps, and TutorMe is an online education platform that provides 24/7 on-demand tutoring and online courses.

On May 23, 2022, the Company completed the sale of TutorMe through an Asset Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company and TutorMe sold substantially all of the assets of TutorMe’s business in consideration of $55.0 million in cash and the assumption of certain liabilities of TutorMe’s business. The ~~consideration payable pursuant to the Purchase Agreement is subject to a customary post-closing working capital adjustment. The~~ gain on sale of TutorMe is comprised as follows:


TutorMe sale consideration	$	55,000
Less: Disposed net assets:
Accounts receivable, net	1,314
Prepaid and other assets	619
Goodwill	3,472
Intangibles	376
Deferred revenue	(7,732)
Other liabilities	(631)
Less: Transaction fees and adjustments	6,079
Gain on sale of TutorMe	$	51,503

AsOn ~~previously~~July ~~disclosed~~31, ~~on December 1~~2022, ~~2020,~~ the Company ~~finalized~~entered into a ~~definitive~~new ~~Asset~~asset ~~Purchase~~purchase ~~and~~agreement ~~Sale Agreement~~ (the “New Asset Purchase Agreement”), bypursuant ~~and~~to ~~among~~which ~~the~~Zovio ~~Company,~~sold AUto ~~LLC~~University ~~(the~~of ~~“University”)~~Arizona, and the ~~Arizona~~University ~~Board~~ of ~~Regents,~~Arizona aGlobal ~~body~~Campus ~~corporate,~~(“Global ~~for~~Campus” ~~and~~or on“UAGC”) ~~behalf~~all of the ~~University~~remaining assets of ~~Arizona~~Zovio (related to the ~~“University~~UAGC ofServices ~~Arizona~~Business (the “Transaction”),. ~~and~~In connection with the ~~University~~Transaction, ofthe ~~Arizona~~parties ~~Global~~terminated ~~Campus~~the ~~(“Global~~previous ~~Campus~~agreements. orIn “addition, UAGC” (a). ~~Upon~~paid ~~the~~to ~~closing~~Zovio ofcash in the ~~Purchase~~amount ~~Agreement~~of $1.00, ~~Global~~(b) ~~Campus~~assumed ~~owns~~all ~~and~~obligations ~~operates~~under ~~the~~Zovio’s ~~University~~business incontracts ~~affiliation~~associated with the ~~University~~UAGC ofServices Businesses, including the lease for the facilities located in Chandler, Arizona, ~~and~~which ~~with~~has a ~~focus~~remaining onterm ~~expanding~~of ~~access~~eight toyears ~~education~~and ~~for~~approximately ~~non-traditional~~$20.0 million ~~adult~~in ~~learners~~rent obligations, ~~and~~(c) released Zovio from all remaining obligations under the ~~Company~~UAGC/Zovio ~~provides~~Agreements, ~~services~~including tofrom ~~Global~~all ~~Campus~~indemnification obligations under athe ~~long-term~~Original ~~Strategic~~Asset ~~Services~~Purchase Agreement (and all minimum payment guarantees under the “UAGC Services Agreement”, and (d). ~~The~~granted ~~services~~Zovio ~~that~~a ~~the~~general ~~Company~~release ~~provides~~of toall ~~Global~~claims. ~~Campus~~In ~~under~~addition, UAGC hired substantially all of the UAGC Services ~~Agreement~~Business ~~include~~employees. ~~recruiting,~~In ~~admissions~~turn, ~~marketing,~~Zovio ~~student~~(i) ~~financial~~paid ~~aid~~to ~~processing,~~UAGC ~~and~~cash ~~financial~~in ~~aid~~the ~~advising,~~amount ~~program~~of ~~advising~~$5.5 million, ~~student~~reflecting ~~retention~~the ~~advising,~~allocated ~~support~~minimum ~~services~~payment owed by Zovio to UAGC for ~~academics~~the month of July 2022, ~~information~~(ii) ~~technology~~paid to UAGC cash in the amount of $5.0 million, and ~~institutional~~assigned ~~support~~to ~~services~~UAGC the right to a security deposit in ~~exchange~~the amount of $2.7 million, for assuming Zovio’s obligations under the ~~service~~Chandler ~~fees~~lease, ~~described~~(iii) granted UAGC the right to any refund achieved by Zovio after the closing of the Transaction from the State of California as a result of its appeal of that certain judgment set forth in the ~~UAGC~~Statement ~~Services~~of ~~Agreement~~Decision ~~(collectively~~issued by the Superior Court of the State of California, County of San Diego on March 3, 2022, (iv) released UAGC from all remaining obligations under the “UAGC/Zovio ~~Services~~Agreements, ~~Business”~~and (v) granted UAGC and University of Arizona a general release of all claims.

OnThe ~~July 31, 2022, the~~ Company ~~entered~~recorded ~~into~~ a new asset purchase agreement (the “New Asset Purchase Agreement”), pursuant to which Zovio sold to UAGC all of the remaining assets of Zovio related to the UAGC Services Business (the “Transaction”). In connection with the Transaction, the parties terminated the previous agreements. In addition, UAGC (a) paid to Zovio cash in the amount of $15.00, (b) assumed all obligations under Zovio’s business contracts associated with the UAGC Services Businesses, including the lease for the facilities located in Chandler, Arizona, which has a remaining term of eight years and approximately $20.08 million inloss ~~rent~~on ~~obligations,~~transaction ~~(c)~~for ~~released Zovio from all remaining obligations under~~ the ~~UAGC/Zovio~~net ~~Agreements,~~asset ~~including~~adjustment from ~~all~~Global ~~indemnification~~Campus obligations under the Original Asset Purchase Agreement and all minimum payment guarantees under the UAGC Services Agreement, and (d) granted Zovio a general release of all claims. In addition, UAGC hired substantially all of the UAGC Services Business employees (as determined by UAGC). In turn, Zovio (i) paid to UAGC cash in ~~the~~connection ~~amount~~with ~~of $5.5 million, reflecting~~ the ~~allocated~~Transaction ~~minimum~~on ~~payment owed by Zovio to UAGC for the month of~~ July ~~2022~~31, ~~(ii) paid to UAGC cash in the amount of $5.0 million~~2022, ~~and~~which ~~assigned~~partially tooffset ~~UAGC~~ the ~~right~~gain toon ~~a security deposit in~~ the ~~amount~~sale of ~~$2.7 million,~~TutorMe ~~for~~noted assumption of Zovio’s obligations under the Chandler lease, (iii) granted UAGC the right to any refund achieved by Zovio after the closing of the Transaction from the State of California as a result of its appeal of that above.

7Following the consummation of the Transaction, Zovio and UAGC have no contractual or other relationship with one another, other than an agreement to reasonably cooperate to effect the Transaction. As of the date hereof, UAGC operates the University as an integrated, online university. Zovio will continue to support the continued growth and expansion of its Fullstack subsidiary and simultaneously explore strategic alternatives for that business.

ZOVIO INC

Notes to Condensed Consolidated Financial Statements (Unaudited)

~~certain~~Prior ~~judgment~~to ~~set~~the ~~forth~~Transaction, in the ~~Statement~~majority of ~~Decision~~the ~~issued~~Company's bycash came from the ~~Superior~~Services ~~Court~~Agreement ofwith Global Campus. The service fees in the ~~State~~Services ofAgreement ~~California,~~were ~~County~~subject ofto ~~San~~certain ~~Diego~~minimum onresidual ~~March~~liability 3adjustments, ~~2022~~including performance-based adjustments, ~~(iv)~~minimum ~~released~~profit ~~UAGC~~level ~~from~~adjustments, and excess direct cost adjustments. These adjustments were all ~~remaining~~variable ~~obligations~~in ~~under~~nature in that they depend upon the ~~UAGC/Zovio~~Company’s ~~Agreements,~~performance ~~and~~during ~~(v)~~each ~~granted~~service ~~UAGC~~period, and ~~University~~to ofa ~~Arizona~~certain aextent ~~general~~the ~~release~~performance and forecast of ~~all~~Global ~~claims~~Campus.

The gain on the sale of TutorMe noted above was partially offset by a $5.8 million loss on transaction recognized for the net asset adjustment from Global Campus in connection with the Transaction on July 31, 2022.

Following the consummation of the Transaction on July 31, 2022, Zovio and UAGC have no contractual or other relationship with one another, other than an agreement to reasonably cooperate to effect the Transaction. As of the date hereof, UAGC operates the University as an integrated, online university. Zovio will continue to support the continued growth and expansion of its Fullstack Academy subsidiary and simultaneously explore strategic alternatives for that business. For additional information, see Note 16, “Subsequent Events.”

Prior to the Transaction, the majority of the Company's cash came from the Services Agreement with Global Campus. The service fees in the Services Agreement were subject to certain minimum residual liability adjustments, including performance-based adjustments, minimum profit level adjustments, and excess direct cost adjustments. These adjustments are all variable in nature in that they depend upon the Company’s performance during each service period, and to a certain extent the performance and forecast of Global Campus.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany transactions have been eliminated in consolidation.

Unaudited Interim Financial Information

The condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for complete annual financial statements and should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities and Exchange Commission (“SEC”) on April 15, 2022. In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary to present a fair statement of the Company’s condensed consolidated financial position, results of operations and cash flows as of and for the periods presented.

Operating results for any interim period are not necessarily indicative of the results that may be expected for the full year. The year-end condensed consolidated balance sheet data was derived from audited consolidated financial statements but does not include all disclosures required by GAAP for complete annual consolidated financial statements.

Going Concern and Liquidity

As of ~~June~~September 30, 2022, the Company had combined cash and cash equivalents of $203.81 million, compared with combined cash and cash equivalents of $28.3 million as of December 31, 2021. ~~During~~On ~~the~~May ~~three months ended June 30~~23, 2022, the Company sold TutorMe for $55.0 million as described in Note 1, “Nature of Business,” and used the proceeds to pay down its debt of $31.5 million as described in Note 8, “Credit Facilities,” and pay the $22.4 million in statutory penalties for the California Attorney General matter as described in Note 14, “Commitments and Contingencies.” The Company had negative cash flows from operations of $15.4 million for the fiscal year 2021, and negative cash flows from operations of $5772.27 million for the ~~six~~nine months ended ~~June~~ September 30, 2022.

The Company’s Services Agreement with Global Campus was subject to certain adjustments that impacted the amount and timing of cash flows. Further, ~~which~~Global ~~payment~~Campus ~~terms~~incurred ~~were~~higher ~~modified~~costs in ~~April~~their fourth quarter (the Company's second quarter) than the Company previously budgeted. On or about June 15, 2022, ~~for~~Global Campus advised the ~~months~~Company that Global Campus received a notice from the Department of ~~July~~Defense that they were placed on probation which would preclude them from enrolling new military students, ~~August~~pending completion of a comprehensive review. Additionally, there were communications from the Department of Defense to current Global Campus students cautioning them to consider leaving the University. We were advised by Global Campus that this matter should be resolved in a timely manner, however, it became apparent over the following weeks that these prolonged actions were having a negative impact on the University's revenue and ~~September~~therefore a negative impact on the Company's financial outlook. As a result, the Company entered into a new agreement with Global Campus, effective on July 31, 2022, which allowed Global Campus to acquire the business previously used to provide services to Global Campus. For additional information, see Note 1, “Nature of Business.”

8The Company will continue to support the continued growth and expansion of its Fullstack subsidiary and simultaneously explore strategic alternatives for that business. The ability of the Company to continue as a going concern is dependent on the Company generating cash from its operations and availability to other funding sources. Due to the Company’s negative cash

ZOVIO INC

Notes to Condensed Consolidated Financial Statements (Unaudited)

~~2022.~~flows ~~Further,~~from ~~Global~~operations ~~Campus~~and ~~incurred~~projected ~~higher~~future ~~costs~~negative incash ~~their~~flows ~~fourth~~from ~~quarter~~operations, ~~(the~~substantial ~~Company's~~doubt ~~second~~exists ~~quarter)~~about ~~than~~ the Company’s ~~previously~~ability ~~budgeted.~~to Oncontinue oras ~~about~~a ~~June~~going ~~15,~~concern ~~2022,~~for ~~Global Campus advised~~ the ~~Company~~twelve ~~that~~months ~~Global~~following ~~Campus received a notice from~~ the ~~Department~~issuance of ~~Defense~~these ~~that~~condensed ~~they~~consolidated ~~were~~financial ~~placed~~statements. onManagement ~~probation~~plans ~~which~~to ~~would~~cover ~~preclude~~any ~~them~~shortfall from ~~enrolling~~operations ~~new~~by ~~military~~selling ~~students,~~its ~~pending~~Fullstack ~~completion~~subsidiary ofor aobtaining ~~comprehensive~~debt ~~review~~financing. ~~Additionally~~However, there ~~were~~can ~~communications~~be ~~from~~no ~~the~~assurance ~~Department of Defense to current Global Campus students cautioning them to consider leaving~~ the ~~University.~~Company Wewill ~~were advised by Global Campus that this matter should~~ be ~~resolved~~successful in aits ~~timely~~efforts manner, however, it became apparent over the following weeks that these prolonged actions were having a negative impact on the University's revenue and therefore a negative impact on the Company's financial outlook. As a result, the Company entered into a new agreement with Global Campus, effective on July 31, 2022, which allowed Global Campus to ~~acquire~~sell ~~the~~Fullstack ~~business~~or ~~previously~~obtain ~~used~~adequate todebt ~~provide services to Global Campus~~financing. ~~For additional information, see Note 16, “Subsequent Events.”~~

The Company will continue to support the continued growth and expansion of its Fullstack subsidiary and simultaneously explore strategic alternatives for that business. The ability of the Company to continue as a going concern is dependent on the Company generating cash from its operations and availability to other funding sources. Due to the Company’s negative cash flows from operations and projected future negative cash flows from operations resulting from the Transaction with Global Campus and reduction of availability of debt financing, substantial doubt exists about the Company’s ability to continue as a going concern for the twelve months following the issuance of these condensed consolidated financial statements. Management plans to cover any shortfall from operations by selling its Fullstack subsidiary or obtaining debt financing. However, there can be no assurance the Company will be successful in these efforts.

The condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

Impairment of Long-Lived Assets

The Company assesses potential impairment to its long-lived assets under ASC 360, Property and Equipment. The Company makes this assessment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recorded if the carrying amount of the long-lived asset is not recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Any required impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds fair value and is recorded as a reduction in the carrying value of the related asset and an expense to operating results. Due to the Transaction with Global Campus on July 31, 2022, the Company’s qualitative assessment indicated that an impairment in the Company’s long-lived assets occurred as of ~~June~~September 30, 2022. For additional information, see Note 161, “~~Subsequent~~Nature ~~Events~~of Business.”

The Company recorded an impairment of its long-lived assets during the ~~six-~~nine months ended ~~June~~September 30, 2022 in the consolidated statements of income (loss) of $35.9 million as follows:


Property and equipment, net	$	22,596
Operating lease assets	10,370
Intangibles, net	976
Other long-term assets	1,945
Impairment of long-lived assets	$	35,887

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements. Actual results could differ from those estimates. As noted above, these condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities in the normal course of business.

ZOVIO INC

Notes to Condensed Consolidated Financial Statements (Unaudited)

Comprehensive Loss

The Company has no components of other comprehensive income (loss), and therefore, comprehensive loss equals net loss.

Recent Accounting Pronouncements

None noted as applicable.

ZOVIO INC

Notes to Condensed Consolidated Financial Statements (Unaudited)

3. Revenue, Other Revenue and Deferred Revenue

The following table presents the Company’s net revenue disaggregated based on the revenue source (in thousands):

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

2022

2021

2022

2021

Strategic services revenue

4113,~~022~~151

5952,~~688~~702

91104,~~310~~462

~~126~~179,~~614~~318

Transition services income

~~1,722~~507

2,~~516~~418

34,~~731~~238

57,~~268~~685

Tuition revenue, net

8,~~576~~873

67,~~866~~012

1726,~~822~~695

1320,~~956~~967

Other revenue, net (1)

6014

~~116~~94

~~150~~163

~~207~~301

Total revenue, net

5122,~~380~~545

6962,~~186~~226

~~113~~135,~~013~~558

~~146~~208,~~045~~271

(1) Represents revenue generated from various services and other miscellaneous fees.

The following table presents the Company’s net revenue disaggregated based on the timing of revenue recognition (in thousands):

	Three Months EndedJune 30,				Six Months EndedJune 30,
	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2022		2021		2022		2021
Over time, over period of instruction	$	5122,~~340~~531	$	6962,~~135~~159	$	~~112~~135,~~932~~464	$	~~145~~208,~~903~~062
Point in time (1)	4014		5167		8194		~~142~~209
Total revenue, net	$	5122,~~380~~545	$	6962,~~186~~226	$	~~113~~135,~~013~~558	$	~~146~~208,~~045~~271

(1) Represents revenue generated from digital textbooks and other miscellaneous fees.

The Company operates under two reportable segments and has no significant foreign operations or assets located outside of the United States. For additional information on segmentation, see Note 15, “Segment Information.”

ZOVIO INC

Notes to Condensed Consolidated Financial Statements (Unaudited)

Deferred Revenue and Student Deposits

Current deferred revenue and student deposits consisted of the following (in thousands):

	As of June 30, 2022		As of December 31, 2021
	As of September 30, 2022		As of December 31, 2021
Deferred revenue, current	$	67,~~901~~909	$	14,469
Student deposits	~~504~~130		470
Total current deferred revenue and student deposits	$	78,~~405~~039	$	14,939

Below are the opening and closing balances of current deferred revenue from the Company’s contracts with customers (in thousands):

	June 30, 2022		June 30, 2021
	September 30, 2022		September 30, 2021
Current deferred revenue opening balance, January 1	$	14,469	$	7,477
Current deferred revenue closing balance, June 30	6,901		9,981
Current deferred revenue closing balance, September 30	7,909		12,126
Increase (decrease)	$	(76,~~568~~560)	$	24,~~504~~649

For further information on receivables, refer to Note 6, “Accounts Receivable, Net” within the condensed consolidated financial statements.

Deferred revenue consists of cash payments that are received or due in advance of the Company’s performance. As of ~~June~~September 30, 2022 the deferred revenue balance relates entirely to the Zovio Growth segment. For the majority of the Company’s customers, payment for services is due prior to services being provided and is included in current deferred revenue. However, there were previously contracts which included deferred revenue that was deemed to be long-term. For additional information, refer to Note 7, “Other Significant Balance Sheet Accounts - Other Long-Term Liabilities” within the condensed consolidated financial statements.

The difference between the opening and closing balances of deferred revenue primarily results from the timing difference between the Company’s performance and the customer’s payment. For the six months ended June 30, 2022, the Company recognized $8.0 million of revenue that was included in the deferred revenue balance as of January 1, 2022. For the six months ended June 30, 2021, the Company recognized $6.1 million of revenue that was included in the deferred revenue balance as of January 1, 2021. Amounts reported in the closing balance of deferred revenue are expected to be recognized as revenue within the next 12 months.

4. Restructuring and Impairment Expense

During the three and six months ended June 30, 2022, the Company recognized $35.9 million of asset impairment charges in the restructuring and impairment expense line item on the Company’s condensed consolidated statements of income (loss).

During the three and six months ended June 30, 2021, the Company recognized $2.3 million of severance costs in the restructuring and impairment expense line item on the Company’s condensed consolidated statements of income (loss).

	Three Months EndedJune 30,				Six Months EndedJune 30,
	2022		2021		2022		2021
Asset impairment	$	35,887	$	—	$	35,887	$	—
Severance costs	$	—	$	2,341	$	—	$	2,341
Total restructuring and impairment expense	$	35,887	$	2,341	$	35,887	$	2,341

ZOVIO INC

Notes to Condensed Consolidated Financial Statements (Unaudited)

Company’s customers, payment for services is due prior to services being provided and is included in current deferred revenue. However, there were previously contracts which included deferred revenue that was deemed to be long-term. For additional information, refer to Note 7, “Other Significant Balance Sheet Accounts - Other Long-Term Liabilities” within the condensed consolidated financial statements.

The difference between the opening and closing balances of deferred revenue primarily results from the timing difference between the Company’s performance and the customer’s payment. For the nine months ended September 30, 2022, the Company recognized $8.2 million of revenue that was included in the deferred revenue balance as of January 1, 2022. For the nine months ended September 30, 2021, the Company recognized $6.4 million of revenue that was included in the deferred revenue balance as of January 1, 2021. Amounts reported in the closing balance of deferred revenue are expected to be recognized as revenue within the next 12 months.

4. Restructuring and Impairment Expense

During the nine months ended September 30, 2022, the Company recognized $35.9 million of asset impairment charges in the restructuring and impairment expense line item on the Company’s condensed consolidated statements of income (loss). There were no such charges in the three months ended September 30, 2022.

During the three and nine months ended September 30, 2021, the Company recognized $0.3 million and $2.6 million, respectively, of severance costs in the restructuring and impairment expense line item on the Company’s condensed consolidated statements of income (loss).

The following table summarizes the amounts recorded in the restructuring and impairment expense line item on the Company’s condensed consolidated statements of income (loss) for each of the periods presented (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Asset impairment	$	—	$	—	$	35,887	$	—

Severance costs	$	—	$	300	$	—	$	2,641

Total restructuring and impairment expense	$	—	$	300	$	35,887	$	2,641

The Company previously vacated or consolidated properties and subsequently reassessed its non-cancelable leases. Additionally, the Company previously implemented restructuring plans to reduce operating expenses, implement cost reductions and conserve cash resources. The severance costs and lease costs are expected to substantially all be paid out over the next 12 months.

The following table summarizes the changes in the Company's restructuring and impairment liability by type during the nine months ended September 30, 2022 (in thousands):

	Asset Impairment		Student Transfer Costs		Severance Costs		Lease Exit and Other Costs		Total
Balance at December 31, 2021	$	—	$	1,282	$	520	$	398	$	2,200
Restructuring and impairment expense	35,887		—		—		—		35,887
Payments and adjustments	—		—		(520)		(~~140~~219)		(~~660~~739)
Non-cash transaction	(35,887)		—		—		—		(35,887)
Balance at June 30, 2022	$	—	$	1,282	$	—	$	258	$	1,540
Balance at September 30, 2022	$	—	$	1,282	$	—	$	179	$	1,461

The restructuring liability amounts are recorded within either the (i) accounts payable and accrued liabilities account or (ii) rent liability account on the condensed consolidated balance sheets.

ZOVIO INC

Notes to Condensed Consolidated Financial Statements (Unaudited)

5. Fair Value Measurements

The following tables summarize fair value information as of September 30, 2022 and December 31, 2021, respectively (in thousands):

As of June 30, 2022

As of September 30, 2022

Level 1

Level 2

Level 3

Total

Mutual funds

~~227~~216

—

~~227~~216


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Mutual funds	$	974	$	—	$	—	$	974

The mutual funds in the tables above, represent deferred compensation asset balances, which are considered to be trading securities. The Company’s deferred compensation asset balances are recorded in the investments line item on the Company’s condensed consolidated balance sheets, and are classified as Level 1 securities. There were no transfers between any level categories for investments during the periods presented.

There were no differences between amortized cost and fair value of investments as of ~~June~~September 30, 2022 or December 31, 2021, and no reclassifications out of accumulated other comprehensive income during the ~~six~~nine months ended ~~June~~September 30, 2022 or 2021.

6. Accounts Receivable, Net

Accounts receivable, net, consisted of the following (in thousands):

	As of June 30, 2022		As of December 31, 2021
	As of September 30, 2022		As of December 31, 2021
Accounts receivable	$	6,~~113~~761	$	10,562
Less allowance for credit losses	1,~~162~~401		931
Accounts receivable, net	$	45,~~951~~360	$	9,631

The following table presents the changes in the allowance for credit losses for the nine months ended September 30, 2022 (in thousands):


Beginning Balance		Charged to Expense		Write-offs		Recoveries of amounts		Ending Balance


$	931	$	513	$	(60)	$	17	$	1,401

The following table presents the changes in the allowance for credit losses for the nine months ended September 30, 2021 (in thousands):


Beginning Balance		Charged to Expense		Write-offs		Recoveries of amounts		Ending Balance


$	1,216	$	1,002	$	(385)	$	—	$	1,833

ZOVIO INC

Notes to Condensed Consolidated Financial Statements (Unaudited)

			BeginningBalance						Charged toExpense						Write-offs						Recoveries of amounts						EndingBalance
			$	931					$	257					$	(43)					$	17					$	1,162

			BeginningBalance						Charged toExpense						Write-offs						Recoveries of amounts						EndingBalance
			$	1,216					$	911					$	(299)					$	—					$	1,828

7. Other Significant Balance Sheet Accounts

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

	As of June 30, 2022		As of December 31, 2021
	As of September 30, 2022		As of December 31, 2021
Prepaid expenses	$	~~2,565~~746	$	2,664
Prepaid licenses	~~2,652~~62		1,233
Prepaid insurance	21,~~500~~859		2,254
Insurance recoverable	~~377~~346		496
Other current assets (1)	~~539~~290		6,776
Total prepaid expenses and other current assets	$	83,~~633~~303	$	13,423

(1) Decrease in balances is primarily due to the $5.8 million loss on transaction recognized for the net asset adjustment from Global Campus in connection with the Transaction on July 31, 2022. See Note 161, “~~Subsequent~~Nature ~~Events~~of Business.”

Property and Equipment, Net

Property and equipment, net, consisted of the following (in thousands):

	As of June 30, 2022		As of December 31, 2021
	As of September 30, 2022		As of December 31, 2021
Furniture and office equipment	$	1,383	$	22,032
Software	—		4,493
Leasehold improvements	—		15,921
Vehicles	—		22
Total property and equipment (1)	1,383		42,468
Less accumulated depreciation and amortization	(~~283~~341)		(16,086)
Total property and equipment, net	$	1,~~100~~042	$	26,382

(1) Decrease in balances are partially due to the asset impairment recognized in connection with the ~~transaction~~Transaction with Global Campus. See Note 161, “~~Subsequent~~Nature ~~Events~~of Business.”

For the three months ended ~~June~~September 30, 2022 and 2021, depreciation and amortization expense related to property and equipment was $10.31 million and $1.34 million, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, depreciation and amortization expense related to property and equipment was $2.7 million and $23.69 million, respectively.

1314

ZOVIO INC

Notes to Condensed Consolidated Financial Statements (Unaudited)

Goodwill and Intangibles, Net

Goodwill and intangibles, net, consisted of the following (in thousands):

	June 30, 2022
	September 30, 2022
Definite-lived intangible assets:	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Capitalized curriculum costs (1)	$	~~570~~604	$	(~~114~~137)	$	~~456~~467
Purchased intangible assets	1211,~~455~~605		(8,~~700~~315)		3,~~755~~290
Total definite-lived intangible assets	$	1312,~~025~~209	$	(8,~~814~~452)	$	43,~~211~~757
Goodwill					19,704
Total goodwill and intangibles, net					$	23,~~915~~461
	December 31, 2021
Definite-lived intangible assets:	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Capitalized curriculum costs	$	13,982	$	(12,796)	$	1,186
Purchased intangible assets	14,185		(9,048)		5,137
Total definite-lived intangible assets	$	28,167	$	(21,844)	$	6,323
Goodwill					23,176
Total goodwill and intangibles, net					$	29,499

(1) Decrease in balances are partially due to the asset impairment recognized in connection with the Transaction with Global Campus. See Note 161, “~~Subsequent~~Nature ~~Events~~of Business.”

For the three months ended ~~June~~September 30, 2022 and 2021, amortization expense was $0.65 million and $0.7 million, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, amortization expense was $1.37 million and $12.74 million, respectively.

The following table summarizes the estimated remaining amortization expense as of each fiscal year ended below (in thousands):

Year Ended December 31,
Remainder of 2022	$	~~960~~497
2023	1,~~919~~987
2024	~~584~~636
2025	~~129~~166
2026	~~122~~158
Thereafter	~~497~~313
Total future amortization expense	$	43,~~211~~757

1415

ZOVIO INC

Notes to Condensed Consolidated Financial Statements (Unaudited)

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following (in thousands):

	As of June 30, 2022		As of December 31, 2021
	As of September 30, 2022		As of December 31, 2021
Accounts payable	$	714,~~791~~683	$	5,967
Accrued salaries and wages	43,~~364~~749		5,434
Accrued bonus	1,~~360~~005		3,625
Accrued vacation	~~2,915~~120		3,037
Accrued litigation and fees	—		22,376
Minimum residual liability	68—		14,987
Accrued expenses	143,~~025~~709		13,400
Current leases payable	42,~~071~~422		4,492
Accrued insurance liability	~~929~~798		1,404
Accrued income taxes payable	—30		47
Total accounts payable and accrued liabilities	$	3526,~~523~~516	$	74,769

Other Long-Term Liabilities

Other long-term liabilities consisted of the following (in thousands):

	As of June 30, 2022		As of December 31, 2021
	As of September 30, 2022		As of December 31, 2021
Notes payable	$	2,~~797~~835	$	2,723
Deferred revenue	—		807
Other long-term liabilities	~~239~~75		1,585
Total other long-term liabilities	$	32,~~036~~910	$	5,115

8. Credit Facilities

~~The~~On April 14, 2022, the Company isentered ~~required~~into toa ~~provide~~Financing ~~surety~~Agreement ~~bonds~~(the in“Credit ~~certain~~Facility”) ~~states~~among inthe ~~which~~Company, itas ~~does~~borrower, ~~business.~~each Asof aits ~~result~~wholly-owned subsidiaries as subsidiary guarantors (the “Guarantors”), the ~~Company~~lenders ~~previously~~party ~~entered~~thereto ~~into~~from atime ~~surety~~to ~~bond~~time ~~facility~~(the ~~with~~“Lenders”) anand ~~insurance~~Blue ~~company~~Torch toFinance ~~provide~~LLC, ~~such~~as ~~bonds~~administrative ~~when~~agent ~~required~~and collateral agent for the Lenders (the “Agent”). ~~Although~~The ~~there~~Credit ~~are~~Facility noprovided ~~remaining~~for ~~issued~~a ~~bonds~~term onloan in the ~~Company’s~~aggregate ~~behalf~~principal ~~under~~amount ~~this~~of ~~facility~~$31.5 million as(the “Term Loan”). Subject to the terms of ~~June 30,~~Credit ~~2022~~Facility, the ~~Company~~Term ~~still~~Loan ~~holds~~had ~~certain~~an ~~liability~~interest ~~associated~~rate per annum equal to LIBOR plus 9.0%, payable monthly, with ~~any~~a ~~required~~maturity ~~collateral~~date of April 14, 2025.

OnConcurrent ~~April~~with ~~14, 2022,~~ the ~~Company~~sale ~~entered~~of ~~into~~TutorMe aon ~~Financing~~May ~~Agreement~~23, ~~(the~~2022, ~~“Credit Facility”) among~~ the Company, asrepaid ~~borrower,~~in ~~each~~full ofall ~~its~~outstanding ~~wholly-owned~~obligations ~~subsidiaries~~of ~~as subsidiary guarantors (~~the ~~“Guarantors”),~~Company ~~the~~owed ~~lenders party thereto from time~~ to ~~time (the “Lenders”) and~~ Blue Torch Finance, LLC, ~~as administrative agent~~ and ~~collateral agent for~~ the Lenders ~~(the~~pursuant ~~“Agent”).~~to ~~The~~the Credit Facility. ~~provided~~In ~~for~~connection awith ~~term loan in~~ the ~~aggregate~~Company’s ~~principal~~repayment ~~amount~~ of ~~$31.5 million (~~the ~~“Term~~outstanding ~~Loan”).~~obligations ~~The~~under ~~proceeds of~~ the ~~Term~~Credit ~~Loan~~Facility, ~~were~~Blue ~~used~~Torch ~~(i)~~terminated tothe ~~satisfy~~Credit ~~the~~Facility ~~judgement~~and inreleased ~~the~~all CAof ~~Attorney~~its ~~General~~security ~~lawsuit,~~interests in and ~~(ii)~~liens toon ~~fund~~all of the ~~working~~assets ~~capital~~ of the Company and ~~the~~its ~~Guarantors~~subsidiaries.

~~Subject~~There towas ~~the~~an ~~terms~~extinguishment of ~~Credit~~debt ~~Facility,~~and ~~the Term Loan had~~ an ~~interest~~early ~~rate~~termination ~~per~~of ~~annum~~the ~~equal~~loan toduring ~~LIBOR~~the ~~plus~~period ~~9.0%~~ended September 30, ~~payable monthly~~2022. ~~The~~All ~~principal~~fees ~~amount~~associated ofwith the ~~Term~~term ~~Loan~~loan, ~~was~~including toa betermination ~~repaid~~fee ~~in equal quarterly installments~~ of $~~393~~0.5 million,~~750~~ ~~beginning~~and ~~June~~the ~~30,~~write-off ~~2023~~of ~~and~~the ~~through~~unamortized ~~March~~financing ~~31,~~fees ~~2025,~~of ~~with~~$3.0 million. ~~the~~These ~~remaining~~along ~~unpaid~~with ~~principal~~normal ~~amount~~interest expense of ~~the~~$0.3 million ~~Term Loan,~~ and ~~all~~amortization ~~accrued~~of ~~and~~issuance ~~unpaid~~costs ~~interest~~of ~~thereon~~$0.1 million, ~~due~~were ~~and~~included ~~payable~~as onpart ~~the~~of ~~maturity~~“Other ~~date~~income of(expense), ~~April~~net” ~~14,~~in ~~2025.~~the ~~The~~condensed ~~Credit~~consolidated ~~Facility~~statements ~~contained~~of ~~customary~~income (loss).

1516

ZOVIO INC

Notes to Condensed Consolidated Financial Statements (Unaudited)

~~representations~~On September 16, ~~warranties~~2022, ~~affirmative~~the Company, entered into a Loan and ~~negative~~Security ~~covenants~~Agreement (~~including~~the ~~financial~~“Loan ~~covenants~~Agreement”) among the Company and its wholly owned subsidiary Fullstack Academy, LLC, a Delaware limited liability company (“Fullstack”), as borrowers, and ~~indemnification~~Calla ~~provisions~~Lily Holdings LLC, a Delaware limited liability company, as the lender (the “Lender”). The Loan Agreement provides for a revolving line of credit in ~~favor~~the aggregate principal amount of $5.0 million (the ~~Agent~~“Revolving ~~and~~Line”), maturing on January 14, 2023, for which the ~~Lenders~~Company to borrow against from time to time as needed to fund operations. No amounts were borrowed on the Loan Agreement as of September 30, 2022.

~~Concurrent~~Subject ~~with~~to the ~~sale~~terms of ~~TutorMe~~Loan onAgreement, ~~May~~the 23Revolving Line has an interest rate per annum equal to 14.5%, ~~2022~~payable monthly. Any amounts outstanding on the Revolving Line are due at maturity. At maturity, the Company ~~repaid~~will inalso ~~full~~pay ~~all~~a ~~outstanding~~fee ~~obligations~~equal to 5.0% per annum of the ~~Company~~average ~~owed~~unused toportion ~~Blue~~of ~~Torch~~the ~~Finance~~Revolving Line. The Loan Agreement contains customary representations, ~~LLC~~warranties, affirmative and ~~the~~negative ~~Lenders~~covenants ~~pursuant~~(including tofinancial ~~the~~covenants), ~~Credit~~and ~~Facility.~~indemnification Inprovisions ~~connection~~in ~~with~~favor of the ~~Company’s~~Lender ~~repayment~~as well as customary events of ~~the~~default, ~~outstanding~~including payment defaults, breach of representations and warranties, and covenant defaults. The obligations ~~under~~of the ~~Credit~~Company ~~Facility,~~and ~~Blue~~Fullstack ~~Torch~~as ~~terminated~~borrowers under the ~~Credit~~Loan ~~Facility~~agreement ~~and~~are ~~released~~secured ~~all~~by ofa ~~its~~first priority security ~~interests~~interest in substantially all tangible and ~~liens~~intangible onpersonal ~~all~~property of ~~the~~each ~~assets~~ of the Company and ~~its subsidiaries~~Fullstack.

There was an extinguishment of debt and an early termination of the loan during the period ended June 30, 2022. All fees associated with the term loan, including a termination fee of $0.5 million, and the write-off of the unamortized financing fees of $3.0 million. These along with normal interest expense of $0.3 million and amortization of issuance costs of $0.1 million, were included as part of “Other income (expense), net” in the condensed consolidated statements of income (loss).

9. Lease Obligations

Operating Leases

The Company leases various office and classroom facilities with terms that expire at various dates through 2033. These facilities are used for academic operations, corporate functions, enrollment services and student support services. The Company does not have any leases other than its office facilities and classrooms. All of the leases were classified as operating leases for the period ended ~~June~~September 30, 2022, and the Company does not have any finance leases. All of the leases, other than those that may qualify for the short-term scope exception of 12 months or less, are recorded on the Company’s condensed consolidated balance sheets.

InThe ~~2021~~Company, ~~the~~through ~~Company~~Fullstack, ~~entered~~has ~~into~~ a ~~new~~ lease in New York for classrooms and office space and recorded a right-of-use asset of $1413.64 million as of September 30, 2022 in exchange for lease obligations. ~~However,~~The inCompany ~~the~~had ~~fourth~~previously ~~quarter~~begun ~~of 2021, the Company began~~ to market this space for sublease. ~~There~~Subsequent isto noquarter ~~impairment~~end, ~~indicator~~effective atNovember ~~this~~10, ~~time~~2022, ~~but~~the ~~there~~Company isentered nointo ~~guarantee~~a ~~that~~lease termination agreement with the ~~Company~~landlord ~~will~~of bethis ~~able~~facility tofor ~~sublease~~a ~~the~~termination ~~space~~fee atof ~~rates~~$0.6 million. ~~materially~~There ~~similar~~is toan ~~that~~additional payment of $0.7 million, which is payable upon the ~~current~~sale ~~lease~~of Fullstack. There is no impairment indicator as of September 30, 2022.

The Company's one active sublease as of ~~June~~September 30, 2022 relates to office space of approximately 21,000 square feet in Denver, Colorado with a remaining commitment to lease of 85 months and net lease payments of $0.42 million. Sublease income for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 was $0.34 million and $1.39 million, respectively. The Company’s sublease does not include any options to extend or for early termination and do not contain any residual value guarantees or restrictive covenants. The sublease was classified as an operating lease for the period ended ~~June~~September 30, 2022.

10. Loss Per Share

Basic loss per share is calculated by dividing net loss available to common stockholders for the period by the weighted average number of common shares outstanding for the period.

Diluted loss per share is calculated by dividing net loss available to common stockholders for the period by the sum of (i) the weighted average number of common shares outstanding for the period, plus (ii) potentially dilutive securities outstanding during the period, if the effect is dilutive. Potentially dilutive securities for the periods presented include stock options, unvested restricted stock units (“RSUs”) and unvested performance stock units (“PSUs”).

1617

ZOVIO INC

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table sets forth the computation of basic and diluted loss per share for the periods indicated (in thousands, except per share data):

	Three Months EndedJune 30,				Six Months EndedJune 30,
	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2022		2021		2022		2021
Numerator:
Net loss	$	(43,~~673~~455)	$	(45,~~033~~219)	$	(1215,~~110~~565)	$	(1318,~~526~~745)
Denominator:
Weighted average number of common shares outstanding	34,~~122~~211		33,~~343~~427		33,~~844~~968		33,~~058~~182
Effect of dilutive options and stock units	—		—		—		—
Diluted weighted average number of common shares outstanding	34,~~122~~211		33,~~343~~427		33,~~844~~968		33,~~058~~182
Loss per share:
Basic	$	(0.1410)	$	(0.1216)	$	(0.3646)	$	(0.4156)
Diluted	$	(0.1410)	$	(0.1216)	$	(0.3646)	$	(0.4156)

The following table sets forth the number of stock options and stock units excluded from the computation of diluted loss per share for the periods indicated below because their effect was anti-dilutive (in thousands):

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

2022

2021

2022

2021

Stock options

~~800~~693

1,~~308~~279

~~949~~869

1,~~445~~391

Stock units

3,~~187~~244

~~1,269~~972

3,~~077~~068

1,~~094~~170

11. Stock-Based Compensation

The Company recorded a reversal of $~~13.0~~139 thousand of stock-based compensation expense for the three months ended ~~June~~September 30, 2022, primarily relating to the forfeitures of RSU's and also certain performance-based PSUs not meeting their targets. The Company recorded $01.20 million of stock-based compensation expense for the three months ended ~~June~~September 30, 2021. The related income tax expense was $~~3.0~~36 thousand for the three months ended ~~June~~September 30, 2022, and the related income tax benefit was $0.12 million for the three months ended ~~June~~September 30, 2021.

The Company recorded a reversal of $1.23 million for the ~~six~~nine months ended ~~June~~September 30, 2022, primarily relating to the forfeitures of RSU's and also certain performance-based PSUs not meeting their targets. The Company recorded an expense of $23.6 million of stock-based compensation expense for the ~~six~~nine months ended ~~June~~September 30, 2021. The related income tax expense was $0.3 million for the ~~six~~nine months ended ~~June~~September 30, 2022, and the related income tax benefit was $0.79 million for the ~~six~~nine months ended ~~June~~September 30, 2021.

During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company granted 1.0 million RSUs at a weighted average grant date fair value of $0.84 and 0.6 million RSUs vested. During the ~~six~~nine months ended ~~June~~September 30, 2021, the Company granted 1.01 million RSUs at a weighted average grant date fair value of $3.3931, and 01.90 million RSUs vested.

During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company granted 0.4 million performance-based PSUs at a weighted average grant date fair value of $0.90, and 0.2 million performance-based or market-based PSUs vested. During the ~~six~~nine months ended ~~June~~September 30, 2021, the Company granted 0.89 million performance-based PSUs at a weighted average grant date fair value of 2.7372, and no performance-based or market-based PSUs vested.

During each of the ~~six~~nine months ended ~~June~~September 30, 2022, and 2021, the Company did not grant any stock options and no stock options were exercised.

1718

ZOVIO INC

Notes to Condensed Consolidated Financial Statements (Unaudited)

As of ~~June~~September 30, 2022, unrecognized compensation cost was $4.3.1 million related to unvested stock options, RSUs and PSUs.

12. Income Taxes

The Company uses the asset-liability method to account for taxes. Under this method, deferred income tax assets and liabilities result from temporary differences between the tax basis of assets and liabilities and their reported amounts in the condensed consolidated financial statements that will result in income and deductions in future years.

The Company recognizes deferred tax assets if realization of such assets is more-likely-than-not. In order to make this determination, the Company evaluates a number of factors including the ability to generate future taxable income from reversing taxable temporary differences, forecasts of financial and taxable income or loss, and the ability to carryback certain operating losses to refund taxes paid in prior years. The cumulative loss incurred over the three-year period ended ~~June~~September 30, 2022 constituted significant negative objective evidence against the Company’s ability to realize a benefit from its federal deferred tax assets. Such objective evidence limited the ability of the Company to consider in its evaluation certain subjective evidence such as the Company’s projections for future growth. On the basis of its evaluation, the Company determined that its deferred tax assets were not more-likely-than-not to be realized and that a valuation allowance against its deferred tax assets should continue to be maintained as of ~~June~~September 30, 2022.

The Company’s current effective income tax rate that has been applied to normal, recurring operations for the ~~six~~nine months ended ~~June~~September 30, 2022, after discrete items, was (0.78)%.

As of both ~~June~~September 30, 2022, and December 31, 2021, the Company did not have any gross unrecognized tax benefits. Although the Company believes the tax accruals provided are reasonable, the final determination of tax returns under review or returns that may be reviewed in the future and any related litigation could result in tax liabilities that materially differ from the Company’s historical income tax provisions and accruals.

The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The 2017 tax year and forward are open to examination for federal income tax purposes, and the 2015 tax year and forward are open to examination for state income tax purposes.

13. Regulatory

The Company is subject to ~~extensive~~ regulation by federal and state governmental agencies and accrediting bodies. In particular, the Higher Education Act of 1965, as amended (“Higher Education Act”), and the regulations promulgated thereunder by the U.S. Department of Education ~~(“Department”)~~ subject the Company and its university partners to significant regulatory scrutiny on the basis of numerous standards that institutions of higher education must satisfy in order to participate in the various federal student financial aid programs under Title IV of the Higher Education Act (“Title IV programs”).

Following the July 31, 2022 Transaction with Global Campus, the Company was released from all remaining obligations under the UAGC/Zovio Agreements, including from all indemnification obligations under the Original Asset Purchase Agreement. For additional information, see Note 161, “~~Subsequent~~Nature ~~Events~~of Business.”

U.S. Department of Education ~~On-Site Program Review of former Ashford University~~

InOn December ~~2016~~1, 2020, the ~~Department~~parties ~~informed~~to the ~~University~~Purchase ~~that~~Agreement itentered ~~intended~~into toAmendment ~~continue~~No. 1 to the ~~on-site~~Purchase ~~program~~Agreement ~~review,~~(“Amendment”) pursuant to which, ~~commenced~~among inother ~~January~~things, ~~2017~~the University of Arizona and ~~initially~~Global ~~covered~~Campus waived the ~~2015~~closing condition regarding issuance of a pre-~~2016~~acquisition ~~and~~review ~~2016~~notice by the U.S. Department of Education (“Department”). Under the terms of the Purchase Agreement, as amended, the Closing was subject to customary closing conditions for transactions in this sector. The Department was expected to conduct a post-~~2017~~closing ~~award~~review ~~years~~of Global Campus, ~~but~~consistent ~~may~~with bethe ~~expanded~~Department’s ifprocedures during which the Department ~~deems~~makes ~~such~~a ~~expansion~~determination ~~appropriate~~on the institution’s request for recertification from the Department following the change of control, including whether to impose or place other conditions or restrictions. To ~~date~~be eligible to participate in Title IV programs, an institution must comply with the ~~Company~~Higher ~~has~~Education ~~not~~Act ~~received~~and athe ~~draft~~regulations ~~report~~thereunder ~~from~~that are administered by the Department.

Department of Education Close Out Audit of University of the Rockies

During the fiscal year 2018, the Company recorded an expense of $1.5 million, in relation to the close out audit of University of the Rockies resulting from its merger with the University in October 2018. The expense was recorded in relation to borrower defense to repayment regulations. On September 26, 2019, the Department sent the University a Final Audit

ZOVIO INC

Notes to Condensed Consolidated Financial Statements (Unaudited)

Determination letter for the University of the Rockies. This letter confirmed that with the exception of the borrower defense to repayment regulations, none of the other audit findings resulted in financial liability. The Department also stated that additional liabilities could accrue in the future. On December 19, 2019, the Company filed an administrative appeal with the Department appealing the alleged liability on the basis that the University of Rockies did not close but rather merged with the University. The briefing on the appeal is complete and the Company is awaiting a decision by the administrative law judge.

WSCUC Accreditation of Global Campus (formerly Ashford University)

Global Campus is regionally accredited by WASC Senior College and University Commission (“WSCUC”). In June 2019, WSCUC acted to reaffirm accreditation through Spring 2025.

In November 2020, WSCUC approved the change of control application filed to complete the Original Asset Purchase Agreement, subject to certain conditions. WSCUC notified Global Campus that the provisions of the Notice of Concern issued as part of the reaffirmation of the University in July 2019 also remain in effect.

Department of Education

On December 1, 2020, the parties to the Purchase Agreement entered into Amendment No. 1 to the Purchase Agreement (“Amendment”) pursuant to which, among other things, the University of Arizona and Global Campus waived the closing condition regarding issuance of a pre-acquisition review notice by the Department of Education. Under the terms of the Purchase Agreement, as amended, the Closing was subject to customary closing conditions for transactions in this sector. The Department was expected to conduct a post-closing review of Global Campus, consistent with the Department’s procedures during which the Department makes a determination on the institution’s request for recertification from the Department following the change of control, including whether to impose or place other conditions or restrictions. To be eligible to participate in Title IV programs, an institution must comply with the Higher Education Act and the regulations thereunder that are administered by the Department.

On July 1, 2022, the Department notified the Company that as a result of the Statement of Decisions issued in the California Attorney General matter as described below in Note 14, “Commitments and Contingencies,” the Department was conducting a preliminary review of the Company’s participation in Title IV Higher Education Act programs and requested various documents and information from the Company. The Company is evaluating the request and cooperating with the Department.

Borrowers Defense to Repayment

On October 28, 2016, the Department published borrower defense to repayment regulations to change processes that assist students in gaining relief under certain provisions of the Direct Loan Program regulations. These defense to repayment regulations allow a borrower to assert a defense to repayment on the basis of a substantial misrepresentation, any other misrepresentation in cases where certain other factors are present, a breach of contract or a favorable nondefault contested judgment against a school for its act or omission relating to the making of the borrower’s loan or the provision of educational services for which the loan was provided. In addition, the financial responsibility standards contained in the new regulations establish the conditions or events that trigger the requirement for an institution to provide the Department with financial protection in the form of a letter of credit or other security against potential institutional liabilities. Triggering conditions or events include, among others, certain state, federal or accrediting agency actions or investigations, and in the case of publicly traded companies, receipt of certain warnings from the SEC or the applicable stock exchange, or the failure to timely file a required annual or quarterly report with the SEC. The new regulations also prohibit schools from requiring that students agree to settle future disputes through arbitration.

On March 15, 2019, the Department issued guidance for the implementation of parts of the regulations. The guidance covers an institution’s responsibility in regard to reporting mandatory and discretionary triggers as part of the financial responsibility standards, class action bans and pre-dispute arbitration agreements, submission of arbitral and judicial records, and repayment rates.

On August 30, 2019, the Department finalized the regulations derived from the 2017-2018 negotiated rulemaking process and subsequent public comments. This version of the borrower defense regulations applies to all federal student loans made on

ZOVIO INC

Notes to Condensed Consolidated Financial Statements (Unaudited)

orOn ~~after~~ July 1, ~~2020~~2022, ~~and,~~the ~~among~~Department ~~other~~notified ~~things: grants borrowers~~ the ~~right~~Company tothat ~~assert~~as ~~borrower~~a ~~defense~~result ~~to repayment claims against institutions, regardless~~ of ~~whether~~ the ~~loan~~Statement isof inDecisions ~~default~~issued or in ~~collection~~the ~~proceedings;~~California ~~allows~~Attorney ~~borrowers~~General tomatter ~~file~~as ~~defense~~described tobelow ~~repayment~~in ~~claims~~Note ~~three~~14, ~~years~~“Commitments ~~from either the student’s date of graduation or withdrawal from the institution;~~ and ~~gives~~Contingencies,” ~~students~~ the ~~ability~~Department towas ~~allege~~conducting a ~~specific~~preliminary ~~amount~~review of ~~financial~~the ~~harm~~Company’s ~~and~~participation ~~to obtain relief~~ in anTitle ~~amount~~IV ~~determined~~Higher byEducation ~~the~~Act ~~Department,~~programs ~~which~~and ~~may~~requested bevarious ~~greater~~documents orand ~~lesser~~information ~~than~~from ~~their~~the ~~original claim amount~~Company. ItThe ~~also~~Company ~~includes~~is ~~financial~~evaluating ~~triggers~~the request and ~~other~~cooperating ~~factors~~with ~~for recalculating an institution’s financial responsibility composite score that differ from those in~~ the ~~2016 regulations~~Department.

~~On March 18, 2021, the~~ Department ~~announced~~of itEducation ~~would~~Close ~~adopt~~Out aAudit ~~streamlined~~of ~~approach~~University ~~for~~of ~~granting full debt relief to borrowers reversing~~ the methodology first announced in December 2019 that allowed for partial student loan cancellation for borrowers. The Department determined that the previous methodology did not result in an appropriate relief determination.Rockies

InDuring ~~July~~the ~~2020~~fiscal year 2018, the ~~Department~~Company ~~notified~~recorded ~~the~~an ~~Company~~expense ~~that~~of ~~they~~$1.5 ~~would~~million, bein ~~initiating~~relation ato ~~preliminary~~the ~~review~~close out audit of ~~borrower~~University ~~defense~~of ~~applications~~the ~~from~~Rockies ~~borrowers~~resulting ~~who~~from ~~made~~its ~~claims~~merger ~~regarding~~with the University in October 2018. AsThe ~~part~~expense ofwas ~~the~~recorded ~~initial~~in ~~fact-finding~~relation ~~process~~to borrower defense to repayment regulations. On September 26, 2019, the Department ~~will~~sent ~~send~~the ~~individual~~University ~~student~~a ~~claims~~Final toAudit Determination letter for the University ~~and~~of ~~allow~~the Rockies. This letter confirmed that with the ~~institution~~exception of the ~~opportunity~~borrower defense to ~~submit~~repayment aregulations, ~~response~~none toof the ~~borrower’s~~other ~~allegations~~audit findings resulted in financial liability. The InDepartment ~~2020,~~also ~~the~~stated ~~Company~~that ~~received~~additional ~~and~~liabilities ~~timely~~could ~~responded~~accrue toin the ~~submitted~~future. ~~claims~~On ~~and~~December ~~cannot~~19, ~~predict~~2019, the ~~outcome~~Company offiled an administrative appeal with the Department’s ~~review~~appealing atthe ~~this~~alleged ~~time.~~liability Inon ~~2022,~~the ~~Global~~basis ~~Campus~~that ~~also~~the ~~received~~University ~~additional~~of ~~borrower~~Rockies ~~defense~~did ~~applications~~not ~~from~~close ~~borrowers.~~but ~~Global~~rather ~~Campus~~merged iswith ~~responding~~the toUniversity. ~~these~~The ~~additional~~briefing ~~submitted~~on ~~claims~~the ~~and~~appeal weis ~~cannot~~complete ~~predict~~and the ~~outcome~~Company ofis ~~the~~awaiting ~~Department's~~a ~~review~~decision atby ~~this~~the ~~time~~administrative law judge.

14. Commitments and Contingencies

Litigation

From time to time, the Company is a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. When the Company becomes aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. In accordance with GAAP, the Company records loss contingencies in its financial statements only for matters in which losses are probable and can be reasonably estimated. Where a range of loss can be reasonably estimated, the best estimate within that range should be accrued. If no estimate is better than another, the Company records the minimum estimated liability in the range. If the loss is not probable or the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the specific claim if the likelihood of a potential loss is reasonably possible and the amount involved could be material. The Company continuously assesses the potential liability related to the Company’s pending litigation and revises its estimates when additional information becomes available. Below is a list of material legal proceedings to which the Company or its subsidiaries is a party.

Education Dynamics Lawsuit

On September 15, 2022, the Company was served with a Complaint filed by Education Dynamics (a former vendor). In the Complaint, Education Dynamics asserts claims against the Company for breach of contract and unjust enrichment, alleging that the Company has failed to pay Education Dynamics for services previously rendered in the amount of $0.8 million. The Company has not filed its response to the Complaint.

California Attorney General Investigation of For-Profit Educational Institutions

In January 2013, the Company received from the Attorney General of the State of California (“CA Attorney General”) an Investigative Subpoena relating to the CA Attorney General’s investigation of for-profit educational institutions. Pursuant to the Investigative Subpoena, the CA Attorney General requested documents and detailed information for the time period March 1, 2009 to the date of the Investigative Subpoena. On January 13, 2014 and June 19, 2014, the Company received additional Investigative Subpoenas from the CA Attorney General, each requesting additional documents and information for the time period March 1, 2009 through each such date.

Representatives from the Company ~~met~~and ~~with representatives~~ from the CA Attorney General’s office met on several occasions to discuss the status of the investigation, additional information requests, and specific concerns related to possible unfair business practices in connection with the Company’s recruitment of students and debt collection practices. The parties also discussed a potential resolution involving injunctive relief, other non-monetary remedies and a payment to the CA Attorney General and in the third quarter of 2016, the Company recorded an expense of $8.0 million related to the cost of resolving this matter.

The parties did not reach a resolution and on November 29, 2017, the CA Attorney General filed suit against the Company. The Company vigorously defended this case and emphatically denies the allegations made by the CA Attorney General that it ever deliberately misled its students, falsely advertised its programs, or in any way were not fully accurate in its statements to investors. A trial took place from November 2021 through December 2021.

ZOVIO INC

Notes to Condensed Consolidated Financial Statements (Unaudited)

OnThe ~~March~~parties 7,did ~~2022,~~not ~~the~~reach ~~Superior~~a ~~Court~~resolution ofand ~~the~~on ~~State~~November ~~of California~~29, ~~County of San Diego (the “Court”)~~2017, ~~issued a Statement of Decision regarding~~ the ~~Lawsuit in favor of the~~ CA Attorney General. Infiled ~~the~~suit ~~Statement~~against ~~of Decision,~~ the ~~Court ordered the~~ Company ~~to pay $22~~.~~4 million~~ inThe ~~statutory penalties. As a result, the~~ Company ~~accrued~~vigorously andefended ~~additional~~this ~~$14.3 million~~case inand denied the ~~fourth~~allegations ~~quarter~~made ofby ~~2021, for a total of $22.4 million accrued as of December 31, 2021. The Court denied~~ the CA Attorney General’s ~~demands for restitution and injunctive relief finding no evidence postdating 2017~~ that ~~would~~it ~~necessitate~~ever andeliberately ~~injunction.~~misled ~~The~~its ~~Company~~students, isfalsely ~~disappointed~~advertised byits ~~the~~programs, ~~Court’s~~or ~~decision~~in ~~and~~any ~~believes~~way ~~that its practices~~ were atnot ~~all~~fully ~~times~~accurate in ~~compliance~~its ~~with~~statements ~~California~~to ~~law~~investors. OnA ~~June~~trial ~~10,~~took ~~2022,~~place ~~the~~in ~~Company filed a notice of appeal on~~ the ~~Statement~~fourth ~~of Decision. During the second~~ quarter of ~~2022, the Company paid $23~~2021.~~3 million, which included the full amount of the judgment as well as applicable costs and accrued interest. This payment does not waive the Company’s right to appeal the judgment.~~

InOn ~~connection~~March ~~with~~7, 2022, the ~~Transaction~~Superior ~~closed~~Court onof ~~July~~the 31State of California, ~~2022~~County of San Diego (the “Court”), issued a Statement of Decision regarding the ~~Company~~Lawsuit ~~granted~~in ~~UAGC~~favor of the ~~right~~CA Attorney General. In the Statement of Decision, the Court ordered the Company to ~~any~~pay ~~refund~~$22.4 million ~~achieved~~in ~~from~~statutory penalties. As a result, the ~~State~~Company accrued an additional $14.3 million in the fourth quarter of ~~California~~2021, asfor a ~~result~~total of $22.4 million accrued as of December 31, 2021. The Court denied the CA Attorney General’s demands for restitution and injunctive relief finding no evidence postdating 2017 that would necessitate an injunction. The Company is disappointed by the Court’s decision and believes that its practices were at all times in compliance with California law. On June 10, 2022, the Company filed a notice of appeal on the Statement of Decision. ~~For~~During ~~additional~~the ~~information~~second quarter of 2022, ~~see~~the ~~Note~~Company 16paid $23.3 million, ~~“Subsequent~~which ~~Events~~included the full amount of the judgment as well as applicable costs and accrued interest.” This payment did not waive the Company’s right to appeal the judgment.

In connection with the Transaction closed on July 31, 2022, the Company granted UAGC the right to any refund achieved from the State of California as a result of the appeal. For additional information, see Note 1, “Nature of Business.”

15. Segment Information

The Company operates in two reportable segments: University Partners and Zovio Growth. The Company reports segment information based upon the management approach, and how the chief operating decision maker views the operations.

Until the sale of TutorMe, the Company had three operating segments: Fullstack, TutorMe, and Zovio, and two reportable segments: University Partners and Zovio Growth. On May 23, 2022, the Company completed the sale of TutorMe by which the Company sold substantially all of the assets of TutorMe’s business in consideration of cash and the assumption of certain liabilities of TutorMe’s business. For additional information, see Note 1, “Nature of Business.”

The Company’s operating segments are determined based on (i) financial information reviewed by the CEO, who is the chief operating decision maker, (ii) internal management and related reporting structure, and (iii) the basis upon which the chief operating decision maker makes resource allocation decisions.

Fullstack and TutorMe, through sale date, are aggregated into a single reportable segment, called Zovio Growth. The aggregation of the Fullstack and TutorMe operating segments was based on their uniform customer bases and methods of services provided as required by ASC 280-10-50-12. Based on these same quantitative tests, the Zovio operating segment is a separate reportable segment, called University Partners. The segment reporting did not have any impact on the determination of reporting units used to assess impairment under ASC 350, Intangibles - Goodwill and Other.

The University Partners segment includes the technology and services provided to colleges and universities to enable the online delivery of degree programs and related goods and services. On July 31, 2022, the Company entered into the New Asset Purchase Agreement, pursuant to which Zovio sold to Global Campus all of the remaining assets related to the UAGC Services Business. For additional information, see Note 1, “Nature of Business.”

ZOVIO INC

Notes to Condensed Consolidated Financial Statements (Unaudited)

Segment Performance

The following table summarizes financial information regarding each reportable segment’s results of operations for the periods presented (in thousands):

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

2022

2021

2022

2021

Revenue by segment

University Partners

4213,~~784~~675

6255,~~254~~185

95108,~~117~~792

~~131~~187,~~933~~118

Zovio Growth

8,~~596~~870

67,~~932~~041

1726,~~896~~766

1421,~~112~~153

Total revenue and other revenue

5122,~~380~~545

6962,~~186~~226

~~113~~135,~~013~~558

~~146~~208,~~045~~271

Segment profitability

University Partners

3(2,~~039~~806)

(~~654~~408)

~~413~~(2,393)

(6,~~091~~499)

Zovio Growth

(~~2,002~~367)

(12,~~858~~648)

(4,~~575~~942)

(36,~~473~~121)

Total segment profitability(1)

1(3,~~037~~173)

(23,~~512~~056)

(47,~~162~~335)

(912,~~564~~620)

(1) Segment profitability represents EBITDA.

The following table reconciles total loss before income taxes to total segment profitability (in thousands):

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

2022

2021

2022

2021

Loss before income taxes

(43,~~665~~425)

(45,~~257~~160)

(1215,~~024~~449)

(1318,~~667~~827)

Adjustments:

Other expense, net

~~3,824~~(295)

~~(232)~~69

3,~~951~~656

(~~159~~90)

Depreciation and amortization expense

~~1,878~~547

12,~~977~~035

34,~~911~~458

46,~~262~~297

Total segment profitability

1(3,~~037~~173)

(23,~~512~~056)

(47,~~162~~335)

(912,~~564~~620)

During both the three months ended and ~~six~~nine months ended ~~June~~September 30, 2022 and ~~June~~September 30, 2021, Global Campus accounted for the entire amount of the University Partners segment revenue, respectively. As noted above, the contract with Global Campus was terminated on July 31, 2022.

During both the a three months ended and ~~six~~nine months ended ~~June~~September 30, 2022 or 2021, there were no customers or individual university clients which accounted for 10% or more of the Zovio Growth segment revenue.

The Company’s total assets by segment are as follows (in thousands):

	As of June 30, 2022		As of December 31, 2021
	As of September 30, 2022		As of December 31, 2021
University Partners	$	359,~~907~~325	$	86,628
Zovio Growth	49,~~526~~231		62,406
Total assets	$	8558,~~433~~556	$	149,034

ZOVIO INC

Notes to Condensed Consolidated Financial Statements (Unaudited)

The Company’s accounts receivable in each segment are as follows (in thousands):

	As of June 30, 2022		As of December 31, 2021
	As of September 30, 2022		As of December 31, 2021
University Partners	$	~~252~~236	$	78
Zovio Growth	45,~~699~~124		9,553
Total accounts receivable	$	45,~~951~~360	$	9,631

As of each ~~June~~September 30, 2022 and December 31, 2021, the University Partners accounts receivable balance was immaterial. As of each ~~June~~September 30, 2022 and December 31, 2021, there were no individual partners or customers which accounted for 10% or more of the Zovio Growth accounts receivable balance, as customers are individual students or third parties paying on their behalf, rather than university clients.

The Company’s deferred revenue and student deposit amounts as of ~~June~~September 30, 2022 and December 31, 2021, respectively, are fully attributable to the Zovio Growth segment. For additional information on deferred revenue and student deposits, see Note 3, “Revenue, Other Revenue and Deferred Revenue.”

The Company’s goodwill amounts as of ~~June~~September 30, 2022 and December 31, 2021, respectively, are fully attributable to the Zovio Growth segment. For additional information on goodwill, see Note 7, “Other Significant Balance Sheet Accounts - Goodwill and intangibles, net.”

16. Subsequent Events

The Company performed an evaluation of events occurring between the end of our most recent quarter end and the date of filing these condensed consolidated financial statements.

AsOn ~~previously~~October ~~disclosed~~13, ~~in December 2020~~2022, the Company, ~~along~~entered ~~with~~into ~~The~~a ~~University~~non-binding letter of ~~Arizona~~intent ~~Global Campus, an Arizona nonprofit corporation~~ (“~~Global Campus~~LOI” ~~or “UAGC”~~), ~~and~~with ~~the Arizona Board of Regents,~~ a ~~body~~third ~~corporate,~~party for ~~and~~the onproposed ~~behalf~~sale of ~~The~~Fullstack ~~University of Arizona~~ (“~~UofA”),~~Proposed ~~entered into an Asset Purchase and Sale Agreement (as amended, the “Original Asset Purchase Agreement~~Transaction”),. ~~pursuant~~The toProposed ~~which,~~Transaction ~~among~~is ~~other things, Zovio agreed~~ to ~~sell~~be tostructured ~~UAGC~~as ~~certain institutional assets related to its regionally-accredited, online university (the “University”). In connection with that transaction, the parties entered into~~ a ~~long-term~~sale ~~Strategic~~of ~~Services~~membership ~~Agreement~~interest ~~(the “UAGC Services Agreement”~~ and, ~~together with~~ the ~~Original~~consideration ~~Asset~~will ~~Purchase~~be ~~Agreement~~paid ~~and~~out certain related agreements, the “UAGC/Zovio Agreements”), dated December 1, 2020, pursuant to which, among other things, Zovio was engaged by UAGC to provide certain services related to UAGC’s operation of the University, including recruiting, admissions, marketing, student financial aid processing, and financial aid advising, program advising, student retention advising, support services for academics, information technology and institutional support services in ~~exchange for the service fees described in the UAGC Services Agreement (collectively, the “UAGC Services Business”)~~cash.

On ~~July~~October 3125, 2022, the Company ~~entered~~held ~~into and simultaneously closed~~ a ~~new~~Special ~~asset~~Meeting ~~purchase~~of ~~agreement~~Stockholders (the “~~New~~Special ~~Asset Purchase Agreement~~Meeting”),. ~~pursuant~~Of ~~to which Zovio sold to UAGC all of~~ the ~~remaining~~shares ~~assets~~ of ~~Zovio~~our ~~related~~common ~~to the UAGC Services Business (the “Transaction”). In connection with the Transaction~~stock, ~~the~~par ~~parties~~value ~~terminated the previous agreements~~$0.01 Inper ~~addition,~~share ~~UAGC~~ (a“Common Stock”) ~~paid~~outstanding toas ~~Zovio cash in the amount~~ of ~~$1.00,~~September ~~(b) assumed all obligations under Zovio’s business contracts associated with the UAGC Services Businesses~~22, ~~including the lease for the facilities located in Chandler~~2022, ~~Arizona,~~holders ~~which has a remaining term~~ of ~~eight years and~~ approximately ~~$20.0 million~~53% inshares ~~rent~~of ~~obligations,~~Common ~~(c)~~Stock ~~released~~were ~~Zovio from all remaining obligations under the UAGC/Zovio Agreements~~represented, ~~including~~either ~~from~~by ~~all~~attending ~~indemnification obligations under~~ the ~~Original~~Special ~~Asset~~Meeting ~~Purchase~~or ~~Agreement~~by ~~and all minimum payment guarantees under the UAGC Services Agreement~~proxy, and ~~(d)~~constituted ~~granted Zovio~~ a ~~general~~quorum ~~release~~under ~~of all claims. In addition, UAGC hired substantially all of~~ the ~~UAGC~~Company’s ~~Services Business employees (as determined by UAGC)~~bylaws. InAt ~~turn, Zovio (i) paid to UAGC cash in~~ the ~~amount~~Special ofMeeting ~~$5.5 million, reflecting~~ the ~~allocated~~votes ~~minimum~~were ~~payment~~cast ~~owed by Zovio~~ to ~~UAGC~~approve ~~for~~ the ~~month~~voluntary ofliquidation ~~July~~and ~~2022,~~dissolution ~~(ii) paid to UAGC cash in the amount~~ of ~~$5.0 million, and assigned to UAGC~~ the ~~right~~Company ~~to a security deposit in~~ (the ~~amount~~“Dissolution ~~of $2.7 million, for assumption of Zovio’s obligations under the Chandler lease, (iii~~Proposal”) ~~granted~~pursuant ~~UAGC the right~~ to ~~any refund achieved by Zovio after~~ the ~~closing~~Plan of ~~the~~Dissolution ~~Transaction from~~ (the ~~State~~“Plan of ~~California~~Dissolution”) aswhich aauthorizes ~~result of its appeal of that certain judgment set forth in~~ the ~~Statement~~Company ofto ~~Decision~~liquidate ~~issued~~and bydissolve the ~~Superior~~Company ~~Court~~in ofaccordance ~~the~~with ~~State of California, County of San Diego on March 3, 2022, (iv) released UAGC from all remaining obligations under~~ the ~~UAGC/Zovio~~Plan ~~Agreements, and (v) granted UAGC and UofA a general release~~ of ~~all claims~~Dissolution.

On November 1, 2022, the Company received an expected written notification (the “Notice”) from the Listing Qualifications Department of the NASDAQ Stock Market LLC (“Nasdaq”) notifying the Company that the closing bid price for its common stock had been below $1.00 for 30 consecutive business days and that the Company therefore is not in compliance with the minimum bid price requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). In light of the Company's pending dissolution as authorized by the Company's stockholders on October 25, 2022, the Company has elected not to appeal the delisting of its common stock. Pursuant to the Notice, the Company's common stock will therefore ceased to trade on The Nasdaq Capital Market following the close of business on November 10, 2022. At that time, the Company has further instructed its transfer agent to close the Company's stock transfer records and discontinue recording transfers of the Company's securities.

On November 10, 2022, the Company entered into a lease termination agreement with the landlord of the Company's facility in New York. For additional information on the lease termination, see Note 9, “Lease Obligations.”

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussions and Analysis of Financial Condition and Results of Operations should be read in conjunction with our condensed consolidated financial statements and related notes thereto included in Part I, Item 1 of this report. For additional information regarding our financial condition and results of operations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2021 (“Form 10-K”), filed with the Securities and Exchange Commission (“SEC”) on April 15, 2022, as well as our consolidated financial statements and related notes thereto included in Part II, Item 8 of the Form 10-K. Unless the context indicates otherwise, in this report the terms “Zovio,” “the Company,” “we,” “us” and “our” refer to Zovio Inc, a Delaware corporation, and its wholly owned and indirect subsidiaries.

Forward-Looking Statements

This Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements may include, among others, statements regarding future events, future financial and operating results, strategies, expectations, the competitive environment, regulation and the availability of financial resources, including, without limitation, statements regarding:

•our ability ~~and the ability of our current or any future university partners~~ to ~~comply~~liquidate ~~with the extensive~~ and ~~continually~~dissolve ~~evolving~~the ~~regulatory~~Company ~~framework,~~in ~~applicable~~accordance towith ~~such partners, including but not limited to Title IV of~~ the ~~Higher~~Plan ~~Education Act~~ of 1965, as amended (“Higher Education Act”), and its implementing regulations, the gainful employment regulations, defense to repayment regulations, state authorization regulations, state laws and regulatory requirements, and accrediting agency requirementsDissolution;

•our ability to comply with the extensive and continually evolving regulatory framework, applicable to such partners, including but not limited to Title IV of the Higher Education Act of 1965, as amended (“Higher Education Act”), and its implementing regulations, the gainful employment regulations, defense to repayment regulations, state authorization regulations, state laws and regulatory requirements, and accrediting agency requirements;

•projections, predictions and expectations regarding our business, financial position, results of operations, liquidity and capital resources, and enrollment trends;

•the ability of our ~~current or any future~~ university partners to obtain continued approval of programs for educational benefits to active duty military students or to veteran students;

•the outcome of various lawsuits, claims and legal proceedings;

•the ~~impact of COVID-19 on the economy, and the~~ demand for our services and the collectability of our receivables;

•initiatives focused on student success, retention and academic quality;

•expectations regarding the adequacy of our cash and cash equivalents and other sources of liquidity for ongoing operations, planned capital expenditures and working capital requirements;

•expectations regarding capital expenditures;

•the impact of accounting standards on our financial statements;

•the reasonableness and acceptance of our tax accruals;

•the ~~continued~~ growth of our growth segment;

•management’s goals and objectives; and

•other similar matters that are not historical facts.

Forward-looking statements may generally be identified by the use of words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar expressions, as well as statements in the future tense.

Forward-looking statements should not be interpreted as a guarantee of future performance or results and will not necessarily be accurate indications of the times at or by which such performance or results will be achieved, if at all. Forward-

looking statements are based on information available at the time such statements are made and the current good faith beliefs, expectations and assumptions of management regarding future events. Such statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. For a discussion of some of these risks and uncertainties, see Part II, Item 1A, “Risk Factors” as well as the discussion of such risks and uncertainties contained in our other filings with the SEC, including the Form 10-K.

All forward-looking statements in this report are qualified in their entirety by the cautionary statements included herein, and you should not place undue reliance on any forward-looking statements. These forward-looking statements speak only as of the date of this report. We assume no obligation to update or revise any forward-looking statements contained herein to reflect actual results or any changes in our assumptions or expectations or any other factors affecting such forward-looking statements, except to the extent required by applicable securities laws. If we do update or revise one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

Overview

Zovio Inc is an education technology services company that partners with higher education institutions and employers to deliver innovative, personalized solutions and learning experiences to help learners and leaders achieve their aspirations ~~and help institutions grow~~. Zovio’s expertise across academic disciplines, credential levels, learning experiences, and modalities has powered student and partner success through a tailored, customer-focused approach bolstered by data analytics. The Company provides student recruitment and enrollment systems, retention strategies, educational tools and curriculums.

InOn ~~April~~July ~~2019~~31, 2022, the Company ~~acquired~~entered ~~both~~into ~~Fullstack~~an ~~Academy~~asset purchase agreement (the “New Asset Purchase Agreement”), ~~Inc~~pursuant to which Zovio sold to Global Campus all of the remaining assets of Zovio related to the UAGC Services Business (the “~~Fullstack~~Transaction”). ~~and~~In ~~TutorMe~~connection with the Transaction, the parties terminated the previous agreements.~~com~~ In addition, ~~Inc~~UAGC (a) paid to Zovio cash in the amount of $1.00, (~~“TutorMe”~~b) assumed all obligations under Zovio’s business contracts associated with the UAGC Services Businesses, ~~each~~including ofthe lease for the facilities located in Chandler, Arizona, which ~~became~~has ~~wholly-owned~~a ~~subsidiaries~~remaining term of eight years and approximately $20.0 million in rent obligations, (c) released Zovio from all remaining obligations under the ~~Company~~UAGC/Zovio Agreements, including from all indemnification obligations under the Original Asset Purchase Agreement and all minimum payment guarantees under the UAGC Services Agreement, and (d) granted Zovio a general release of all claims. ~~Fullstack~~In isaddition, anUAGC ~~innovative~~hired ~~web~~substantially ~~development~~all ~~school~~of ~~offering~~the ~~immersive~~UAGC ~~technology~~Services ~~bootcamps~~Business employees. In turn, Zovio (i) paid to UAGC cash in the amount of $5.5 million, reflecting the allocated minimum payment owed by Zovio to UAGC for the month of July 2022, (ii) paid to UAGC cash in the amount of $5.0 million, and ~~TutorMe~~assigned isto anUAGC ~~online~~the ~~education~~right ~~platform~~to ~~that~~a ~~provides~~security ~~24/~~deposit in the amount of $2.7 million, for assuming Zovio’s obligations under the Chandler lease, (iii) granted UAGC the right to any refund achieved by Zovio after the closing of the Transaction from the State of California as a result of its appeal of that certain judgment set forth in the Statement of Decision issued by the Superior Court of the State of California, County of San Diego on~~-demand~~ ~~tutoring~~March 3, 2022, (iv) released UAGC from all remaining obligations under the UAGC/Zovio Agreements, and ~~online~~(v) ~~courses~~granted UAGC and University of Arizona a general release of all claims.

OnIn ~~May~~April 232019, ~~2022,~~ the Company ~~completed~~had ~~the~~acquired ~~sale~~Fullstack ofAcademy, ~~TutorMe~~Inc ~~through an Asset Purchase Agreement~~ (~~the~~ “~~Purchase Agreement~~Fullstack”). ~~Pursuant~~which tois ~~the~~a ~~Purchase~~wholly-owned ~~Agreement,~~subsidiary of the Company. ~~and~~Fullstack ~~TutorMe~~is ~~sold~~an ~~substantially~~innovative ~~all~~web ofdevelopment ~~the~~school ~~assets~~offering ofimmersive ~~TutorMe’s~~technology ~~business~~bootcamps. inZovio ~~consideration~~will ofcontinue ~~$55.0 million~~to insupport ~~cash and~~ the ~~assumption~~continued ofgrowth ~~certain~~and ~~liabilities~~expansion of ~~TutorMe’s~~its ~~business.~~Fullstack ~~The~~subsidiary ~~consideration~~and ~~payable~~simultaneously ~~pursuant~~explore tostrategic ~~the~~alternatives ~~Purchase~~for ~~Agreement~~that ~~is subject to a customary post-closing working capital adjustment~~business.

OnThe ~~July~~ability ~~31,~~of ~~2022,~~ the Company ~~entered into a new asset purchase agreement (the “New Asset Purchase Agreement”), pursuant~~ to ~~which~~continue ~~Zovio~~as ~~sold~~a togoing ~~Global~~concern ~~Campus~~is ~~all~~dependent ofon the ~~remaining~~Company ~~assets~~generating ofcash ~~Zovio~~from ~~related~~its tooperations ~~the~~and ~~UAGC~~availability ~~Services~~to ~~Business~~other ~~(the~~funding ~~“Transaction”)~~sources. InDue ~~connection with the Transaction, the parties terminated the previous agreements. In addition, UAGC (a) paid~~ to ~~Zovio cash in~~ the ~~amount of $1.00, (b) assumed all obligations under Zovio~~Company’s ~~business~~negative ~~contracts~~cash ~~associated~~flows ~~with~~from ~~the~~operations ~~UAGC Services Businesses, including the lease for the facilities located in Chandler, Arizona, which has a remaining term of eight years~~ and ~~approximately~~projected ~~$20.0 million~~future innegative ~~rent~~cash ~~obligations,~~flows ~~(c) released Zovio~~ from ~~all remaining obligations under the UAGC/Zovio Agreements~~operations, ~~including~~substantial ~~from~~doubt ~~all~~exists ~~indemnification~~about ~~obligations under~~ the ~~Original~~Company’s ~~Asset~~ability ~~Purchase~~to ~~Agreement~~continue ~~and~~as ~~all minimum payment guarantees under the UAGC Services Agreement, and (d) granted Zovio~~ a ~~general~~going ~~release~~concern of all claims. In addition, UAGC hired substantially all of the UAGC Services Business employees (as determined by UAGC). In turn, Zovio (i) paid to UAGC cash in the amount of $5.5 million, reflecting the allocated minimum payment owed by Zovio to UAGC for the ~~month~~twelve ofmonths ~~July~~following ~~2022, (ii) paid to UAGC cash in~~ the ~~amount~~issuance of ~~$5.0 million,~~these ~~and~~condensed ~~assigned~~consolidated tofinancial ~~UAGC the right to a security deposit in the amount of $2~~statements.~~7 million,~~ ~~for~~Management ~~assumption~~plans ~~of Zovio’s obligations under the Chandler lease, (iii) granted UAGC the right~~ to cover any ~~refund~~shortfall ~~achieved by Zovio after the closing of the Transaction~~ from ~~the~~operations ~~State~~by ofselling ~~California as a result of~~ its ~~appeal~~Fullstack ofsubsidiary ~~that~~or ~~certain~~obtaining ~~judgment~~debt ~~set~~financing. ~~forth in the Statement of Decision issued by the Superior Court of the State of California~~However, ~~County~~there ofcan ~~San~~be ~~Diego~~no onassurance ~~March 3, 2022, (iv) released UAGC from all remaining obligations under~~ the ~~UAGC/Zovio~~Company ~~Agreements,~~will ~~and~~be ~~(v)~~successful ~~granted~~in ~~UAGC~~its ~~and~~efforts ~~University~~to ofsell ~~Arizona a general release of all claims~~Fullstack.

~~Following~~On October 25, 2022, the ~~consummation~~Company held a Special Meeting of Stockholders (the ~~Transaction~~“Special Meeting”). Of the shares of our common stock, ~~Zovio~~par ~~and~~value ~~UAGC~~$0.01 ~~have~~per noshare ~~contractual~~(“Common orStock”) ~~other~~outstanding ~~relationship~~as ~~with~~of ~~one~~September ~~another~~22, ~~other~~2022, ~~than~~holders anof ~~agreement~~approximately to53% ~~reasonably~~shares ~~cooperate~~of toCommon ~~effect~~Stock ~~the~~were ~~transactions~~represented, ~~contemplated~~either by attending the ~~New~~Special ~~Asset~~Meeting ~~Purchase~~or ~~Agreement.~~by Asproxy, ofand ~~the~~constituted ~~date~~a ~~hereof,~~quorum ~~UAGC~~under ~~operates~~ the ~~University~~Company’s asbylaws. anAt ~~integrated,~~the ~~online~~Special ~~university.~~Meeting ~~Zovio~~the ~~will~~votes ~~continue~~were cast to ~~support~~approve the ~~continued~~voluntary ~~growth~~liquidation and ~~expansion~~dissolution of ~~its~~the ~~Fullstack~~Company ~~Academy~~(the ~~subsidiary~~“Dissolution ~~and~~Proposal”) ~~simultaneously~~pursuant ~~explore~~to ~~strategic~~the ~~alternatives~~Plan ~~for~~of ~~that~~Dissolution ~~business.~~(the ~~For~~“Plan ~~additional~~of ~~information,~~Dissolution”) ~~see~~which ~~Note~~authorizes ~~16,~~the ~~“Subsequent~~Company ~~Events~~to liquidate and dissolve the Company in accordance with the Plan of Dissolution.”

~~debt~~Factors ~~financing,~~Affecting substantial doubt exists about the Company’s ability to continue as a going concern for the twelve months following the issuance of these condensed consolidated financial statements. Management plans to cover any shortfall from operations by selling its Fullstack subsidiary or obtaining debt financing. However, there can be no assurance the Company will be successful in these efforts.Comparability

We believe the transactions noted above have had, or can be expected to have, a significant effect on the comparability of recent or future results of operations.

Key Financial Metrics

In evaluating our operating performance, our management focuses in large part on our revenue and operating income (loss). The following table, which should be read in conjunction with our condensed consolidated financial statements included elsewhere in this report, presents our key operating data for each of the periods presented (in thousands):

	Three Months EndedJune 30,				Six Months EndedJune 30,
	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
Consolidated Statement of Income (Loss) Data:	2022		2021		2022		2021
Revenue and other revenue	$	5122,~~380~~545	$	6962,~~186~~226	$	~~113~~135,~~013~~558	$	~~146~~208,~~045~~271
Operating loss	$	(~~841~~3,720)	$	(45,~~489~~091)	$	(811,~~073~~793)	$	(1318,~~826~~917)

Revenue and other revenue

Revenue iswas primarily derived from our service agreement with our university partners. OnUp ~~December~~through 1July 31, ~~2020~~2022, the Company ~~entered~~had ~~into~~a ~~the~~ Services Agreement with Global Campus whereby the Company ~~provides~~provided certain educational technology and support services~~, which has an initial term of fifteen years and seven months, subject to renewal options and certain early termination provisions~~. The amounts earned from the Services Agreement are denoted as revenue on the condensed consolidated statements of income (loss). OnThe ~~December 1, 2020, the~~ Company also ~~entered~~had ~~into~~ a transition services agreement with Global Campus whereby the Company ~~will~~was ~~provide~~providing certain temporary transition services (the “Transition Services Agreement”)~~, which has a term of three years~~. The amounts earned from the Transition Services Agreement are denoted as other revenue on the condensed consolidated statements of income (loss).

Costs and expenses

Technology and academic services costs consist primarily of costs related to ongoing maintenance of educational infrastructure, including online course delivery and management, student records, assessment, customer relations management and other internal administrative systems. This also includes costs to provide support for curriculum and new program development, support for faculty training and development and technical support. This expense category includes salaries, benefits and share-based compensation, information technology costs, curriculum and new program development costs (which are expensed as incurred), provision for bad debt and other costs associated with these support services. This category also includes an allocation of depreciation, amortization, rent, and occupancy costs attributable to the provision of these services.

Counseling services and support costs consist primarily of costs including team-based counseling and other support to prospective and current students as well as financial aid processing. This expense category includes salaries, benefits and share-based compensation, and other costs such as dues, fees and subscriptions and travel costs. This category also includes an allocation of depreciation, amortization, rent, and occupancy costs attributable to the provision of these services.

Marketing and communication costs consist primarily of lead acquisition, digital communication strategies, brand identity advertising, media planning and strategy, video, data science and analysis, marketing to potential students and other promotional and communication services. This category was primarily from our historical captions of advertising and marketing and promotional. This expense category includes salaries, benefits and share-based compensation for marketing and communication personnel, brand advertising, marketing leads and other promotional and communication expenses. This category also includes an allocation of depreciation, amortization, rent, and occupancy costs attributable to the provision of these services. Advertising costs are expensed as incurred.

General and administrative costs consist primarily of compensation and benefit costs (including related stock-based compensation) for employees engaged in corporate management, finance, human resources, compliance, and other corporate functions. This category also includes an allocation of depreciation, amortization, rent, and occupancy costs attributable to the provision of these services.

Legal expense is comprised of charges related to the estimated amounts to resolve the previously disclosed investigation for the California Attorney General.

Restructuring and impairment expenses in the current year are comprised of impairments of long-lived assets due to the transfer of assets to Global Campus with the July 31, 2022 Transaction. In the prior year, these charges are primarily comprised of severance costs related to headcount reductions made in connection with restructuring plans.26

~~Gain~~Restructuring onand ~~transactions,~~impairment ~~net~~expenses ~~amount~~in ~~represents~~ the ~~gain~~current onyear are comprised of impairments of long-lived assets due to the ~~sale~~transfer of ~~TutorMe~~assets to Global Campus in ~~May~~connection ~~2022~~with the July 31, ~~partially~~2022 ~~offset~~Transaction. byIn the ~~loss~~prior onyear, ~~transaction~~these ~~for~~charges ~~the~~are ~~write-off~~primarily comprised of ~~the~~severance ~~net~~costs ~~asset~~related ~~adjustment~~to ~~due~~headcount ~~from~~reductions ~~Global~~made ~~Campus~~in connection with restructuring plans.

~~Factors~~Gain ~~Affecting~~on ~~Comparability~~transactions, net, represents both the gain on the sale of TutorMe.com subsidiary (“TutorMe”) which was sold in May 2022, partially offset by the loss on transaction for the write-off of the net asset adjustment due from Global Campus.

We believe the following factors have had, or can be expected to have, a significant effect on the comparability of recent or future results of operations:

Seasonality

Our operations are generally subject to seasonal trends. Our university partners generally experience higher new enrollments during the first quarter of each year, following a holiday break, as well as during the third quarter each year, when most other colleges and universities begin their fall semesters. While our university partners enroll students throughout the year, fourth quarter revenue is generally lower than other quarters due to the holiday break in December, with a relative increase in the first quarter of each year.

Trends and uncertainties regarding continuing operations

Valuation allowance

We recognize deferred tax assets if realization of such assets is more-likely-than-not. In order to make this determination, we evaluate factors including the ability to generate future taxable income from reversing taxable temporary differences, forecasts of financial and taxable income or loss. The cumulative loss incurred over the three-year period ended ~~June~~September 30, 2022 constituted significant negative objective evidence against our ability to realize a benefit from our federal deferred tax assets. Such objective evidence limited our ability to consider in our evaluation other subjective evidence such as our projections for future growth. Based on our evaluation, we determined that our deferred tax assets were not more-likely-than-not to be realized and that a valuation allowance against our deferred tax assets should continue to be maintained as of ~~June~~September 30, 2022.

Critical Accounting Policies and Estimates

The critical accounting policies and estimates used in the preparation of our consolidated financial statements are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates” included in Part II, Item 7 of the Form 10-K. There were no material changes to these critical accounting policies and estimates during the ~~six~~nine months ended ~~June~~September 30, 2022.

Results of Operations

The following table sets forth our condensed consolidated statements of income (loss) data as a percentage of revenue for each of the periods indicated:

	Three Months EndedJune 30,				Six Months EndedJune 30,
	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2022		2021		2022		2021
Revenue and other revenue	100.0	%	100.0	%	100.0	%	100.0	%
Costs and expenses:
Technology and academic services	3344.7		26.15		3133.78		25.57
Counseling services and support	3428.57		3332.58		3433.56		33.21
Marketing and communication	3534.65		3133.49		35.64		3233.60
General and administrative	1524.36		1214.25		1315.21		1615.69
Legal expense	~~1.8~~—		—		0.87		—
Restructuring and impairment expense	~~69.7~~—		30.45		3126.75		1.63
Gain on transactions, net	(8816.90)		—		(4036.4)		—
Total costs and expenses	~~101~~116.75		~~106~~108.62		~~107~~108.17		109.50
Operating loss	(116.75)		(68.62)		(78.17)		(9.50)
Other income (expense), net	(71.4)3		(0.31)		(32.57)		0.10
Loss before income taxes	(915.12)		(68.3)		(1011.64)		(9.40)
Income tax expense (benefit)	0.01		(0.3)1		0.1		(0.10)
Net loss	(915.13)	%	(5.8.4)	%	(1011.75)	%	(9.30)	%

Three Months Ended ~~June~~September 30, 2022 Compared to Three Months Ended ~~June~~September 30, 2021

Total revenue and other revenue. Total revenue and other revenue for the three months ended ~~June~~September 30, 2022 and 2021, was $5122.45 million and $6962.2 million, respectively, a decrease of $1739.87 million, or 2563.78%. For the three months ended ~~June~~September 30, 2022 and 2021, University Partners segment revenue was $4213.87 million and $6255.32 million, respectively, representing a decrease of 3175.32%, and the Zovio Growth segment revenue was $8.69 million and $67.90 million, respectively, representing an increase of 2426.0%.

The decrease in revenue in the University Partners segment of $1941.5 million between periods was primarily due to the ~~related~~sale of that business to Global Campus on July 31, 2022, as well as the decrease in service revenue due to a decrease in average weekly enrollment for the three months ended ~~June~~September 30, 2022, as compared to the same period ended ~~June~~September 30, 2021. A component of the University Partners segment revenue includes the other revenue generated from the Transition Services Agreement of approximately $10.75 million.

The increase in revenue in the Zovio Growth segment between periods was primarily due to the growth in new customer contracts within the Fullstack ~~Academy~~ subsidiary~~, as well as within the TutorMe subsidiary until its sale in May 2022~~.

Technology and academic services. Technology and academic services for the three months ended ~~June~~September 30, 2022 and 2021, were $1710.31 million and $1816.15 million, respectively, a decrease of $06.84 million, or 438.29%. Specific decreases between periods primarily include ~~administrative expenses of $0.6 million,~~ employee costs related allocated costs of $0.3.1 million, ~~and~~license ~~bad~~fees ~~debt expense~~ of $01.21 million, ~~partially~~consulting ~~offset~~and byoutside anservices ~~increase~~of in$1.0 ~~license~~million ~~fees~~and instructional supplies of $0.48 million. Technology and academic services, as a percentage of revenue, for the three months ended ~~June~~September 30, 2022 and 2021, were 3344.7% and 26.15%, respectively, an increase of 718.62%. This increase primarily included increases in employee costs of 3.8.6%, ~~license~~instructional ~~fees~~supplies ofand ~~1.9%,~~other ~~consulting,~~technology ~~outside~~and academic services ~~and~~expenses ~~professional~~of 5.3%, license fees of 12.32%, ~~and~~amortization ~~instructional~~of ~~supplies~~intangible ~~and~~assets ~~other~~of ~~technology~~1.2% and ~~academic~~facilities ~~services~~cost ~~expenses~~ of 0.79%.

Counseling services and support. Counseling services and support for the three months ended ~~June~~September 30, 2022 and 2021, were $176.75 million and $2320.24 million, respectively, a decrease of $513.59 million, or 2368.63%. Specific factors contributing to the overall decrease between periods were primarily due to decreases in employee and related allocated costs of $412.42 million, facility costs of $01.80 million and depreciation of $0.1.0 million., ~~Counseling~~partially ~~services~~offset ~~and~~by ~~support,~~consulting asand aoutside ~~percentage~~services of ~~revenue,~~$0.4 ~~for~~million.

Counseling services and support, as a percentage of revenue, for the three months ended ~~June~~September 30, 2022 and 2021, were 3428.57% and 3332.58%, respectively, ana ~~increase~~decrease of 14.01%. This ~~increase~~decrease primarily included andecreases ~~increase~~ in employee costs of 3.1%, depreciation of 1.76%, and facility costs of 1.4%, partially offset by aan ~~decrease~~increase in facility costs of 02.85%.

Marketing and communication. Marketing and communication for the three months ended ~~June~~September 30, 2022 and 2021, were $187.38 million and $21.71 million, respectively, a decrease of $313.53 million, or 1563.91%. Specific factors contributing to the overall decrease between periods were decreases in advertising of $210.54 million, employee costs of $12.2 million, and license fees of $0.14 million, ~~partially~~and ~~offset by an increase in~~ consulting and outside services of $0.52 million. Marketing and communication, as a percentage of revenue, for the three months ended ~~June~~September 30, 2022 and 2021, were 3534.65% and 3133.49%, respectively, an increase of 40.26%. This increase was primarily due to increases in ~~advertising of 3.4% and~~ consulting and outside services of 1.68% and advertising of 0.3%, partially offset by a decrease in employee costs of 01.76%.

General and administrative. General and administrative expenses for the three months ended ~~June~~September 30, 2022 and 2021, were $75.85 million and $89.40 million, respectively, a decrease of $03.5 million, or 638.46%. The decrease between periods was primarily due to decreases in employee costs of $02.60 million, and legal and professional fees of $01.69 million, partially offset by an increase in other general and administrative expenses of $0.63 million. General and administrative expenses, as a percentage of revenue, for the three months ended ~~June~~September 30, 2022 and 2021, were 1524.36% and 1214.25%, respectively, an increase of 310.1%. This increase was primarily due to increases in other general and administrative expenses of 13.59%, employee costs of 04.94%, and insurance of 2.2%, partially offset by professional fees of 0.96%.

~~Legal~~Restructuring ~~expense.~~and ~~Legal~~impairment expense. For ~~for~~the three months ended ~~June~~September 30, 2022, there were ~~$0.9~~no ~~million,~~charges ~~which~~to ~~represents~~restructuring ~~the additional amounts necessary for interest~~ and ~~penalties~~impairment onexpense. ~~the~~For ~~judgement relating to~~ the ~~California~~three ~~Attorney~~months ~~General’s~~ended ~~lawsuit.~~September 30, ~~There~~2021, ~~were~~we norecorded ~~such~~a ~~legal~~charge ~~expense~~of ~~for~~$0.3 ~~the~~million ~~three~~to ~~months~~restructuring ~~ended~~and ~~June 30,~~impairment ~~2021~~expense.

~~Restructuring~~Gain ~~and~~on ~~impairment~~transactions, ~~expense~~net. For the three months ended ~~June~~September 30, 2022, we recorded a ~~charge~~net ofgain ~~$35.9~~on ~~million~~the tosale ~~restructuring~~transactions ~~and~~of ~~impairment~~$3.6 ~~expense~~million. ~~This~~Included ~~related~~in tothis ~~the~~amount ~~Company’s~~was ~~long~~the true-~~lived~~up ~~assets~~for ~~due to~~ the ~~transfer~~sale transaction of ~~assets to~~ Global Campus ~~with~~on ~~the~~ July 31, 2022 ~~transaction~~. ~~For the three months ended June 30, 2021, we recorded a charge of $2.3 million to restructuring and impairment expense.~~

~~Gain~~Other onexpense, ~~transactions~~net. Other expense, net, was $0.3 ~~For~~million for the three months ended ~~June~~September 30, 2022, weand ~~recorded~~other aexpense, net ~~gain on the sale transactions of $45.7 million. Included in this amount~~ was $510.51 million for the ~~sale~~three ~~transaction~~months ofended ~~TutorMe~~September 30, ~~partially~~2021, ~~offset~~respectively. byThe amounts recognized during the ~~loss~~three onmonths ~~transaction~~ended ofSeptember 30, ~~$5.8~~2022 ~~million~~relate ~~for~~primarily to the write-off of the ~~net~~unamortized ~~asset~~financing ~~adjustment~~fees ~~due~~for ~~from~~the ~~Global~~term ~~Campus~~loan and interest expense.

~~Other~~Income tax expense, ~~net~~(benefit). ~~Other~~We ~~expense,~~recognized ~~net,~~income ~~was~~tax ~~$3.8~~expense ~~million~~of ~~for the three months ended June~~ $30, ~~2022~~thousand and ~~other~~income tax expense, ~~net~~of ~~was~~ $0.21 million for the three months ended ~~June~~September 30, 2022 and 2021, respectively~~. The amounts recognized during the three months ended June 30~~, ~~2022~~at ~~relate~~effective ~~primarily~~tax torates ~~the write-off~~ of ~~the~~(0.9)% ~~unamortized financing fees for the term loan~~ and ~~interest~~(1.1)%, ~~expense~~respectively.

~~Income~~Net ~~tax~~loss. Net ~~expense~~loss ~~(benefit)~~was $3. We5 ~~recognized~~million ~~income~~for ~~tax~~the ~~expense~~three ofmonths $8ended ~~thousand~~September 30, ~~and~~2022, ancompared ~~income~~to ~~tax~~net ~~benefit~~loss of $05.2 million for the three months ended ~~June~~September 30, ~~2022 and~~ 2021, ~~respectively,~~a at$1.7 ~~effective~~million ~~tax~~increase ~~rates~~in income as a result of ~~(0.2)%~~the ~~and~~factors ~~5.3%,~~discussed ~~respectively~~above.

~~Net~~Nine ~~loss. Net~~Months ~~loss~~Ended ~~was $4.7 million for the three months ended June~~September 30, 2022, ~~compared~~Compared to ~~net~~Nine ~~loss~~Months ofEnded ~~$4.0 million for the three months ended June~~September 30, 2021~~, a $0.7 million increase in income as a result of the factors discussed above.~~

~~Six~~Total ~~Months~~revenue ~~Ended~~and ~~June~~other revenue. Total revenue and other revenue for the nine months ended September 30, 2022 ~~Compared~~and to2021, ~~Six~~was ~~Months~~$135.6 ~~Ended~~million ~~June~~and $208.3 million, respectively, a decrease of $72.7 million, or 34.9%. For the nine months ended September 30, 2022 and 2021, the University Partners segment revenue was $108.8 million and $187.1 million, respectively, representing a decrease of 41.9%, and the Zovio Growth segment revenue was $26.8 million and $21.2 million, respectively, representing an increase of 26.5%.

~~Total~~The decrease in revenue ~~and~~in ~~other~~the ~~revenue~~University Partners segment of $78. ~~Total~~3 ~~revenue~~million ~~and~~between ~~other~~periods ~~revenue~~was ~~for~~primarily due to the ~~six~~sale ~~months~~of ~~ended~~that ~~June 30~~business to Global Campus on July 31, 2022 ~~and~~as ~~2021,~~well ~~was~~as ~~$113.0~~the ~~million~~decrease ~~and~~in ~~$146.0~~service ~~million,~~revenue ~~respectively,~~due to a decrease ofin ~~$33.0~~average ~~million,~~weekly orenrollment ~~22.6%.~~for ~~For~~ the ~~six~~nine-month ~~months~~period ended ~~June~~September 30, ~~2022 and~~ 2021, ~~the~~as ~~University~~compared ~~Partners~~to ~~segment~~the ~~revenue~~same ~~was~~period ~~$95.1~~ended September ~~million~~30, ~~and $131~~2022.9 ~~million,~~A ~~respectively,~~component ~~representing a decrease~~ of ~~27.9%, and~~ the ~~Zovio~~University ~~Growth~~Partners segment revenue ~~was~~includes ~~$17.9~~the ~~million~~other ~~and~~revenue ~~$14.1~~generated ~~million,~~from ~~respectively,~~the ~~representing~~Transition anServices ~~increase~~Agreement of 26approximately $4.8%2 million.

The ~~decrease~~increase in revenue in the ~~University~~Zovio ~~Partners~~Growth segment ~~of $36.8 million~~ between periods was primarily due to the ~~related~~growth ~~decrease~~ in ~~service~~customer ~~revenue~~contracts ~~due~~within ~~to a decrease in average weekly enrollment for~~ the ~~six-month~~Fullstack ~~period ended June 30~~subsidiary, ~~2021,~~ as ~~compared~~well toas ~~the~~within ~~same period ended June 30, 2022. A component of~~ the ~~University~~TutorMe ~~Partners~~subsidiary ~~segment~~until ~~revenue~~its ~~includes~~sale ~~the~~on ~~other~~May ~~revenue~~23, ~~generated from the Transition Services Agreement of approximately $3~~2022.~~7 million.~~

The increase in revenue in the Zovio Growth segment between periods was primarily due to the growth in customer contracts within the Fullstack Academy subsidiary, as well as within the TutorMe subsidiary until its sale in May 2022.

Technology and academic services. Technology and academic services for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, were $3545.89 million and $3753.27 million, respectively, a decrease of $17.48 million, or 314.86%. Specific decreases between periods include ~~bad~~employee ~~debt~~costs ~~expense~~ of $03.71 million, instructional supplies and other technology and academic services of $01.6 million, ~~amortization~~consulting and outside services of $01.31 million, ~~and~~bad ~~facilities~~debt ~~costs~~expense of $0.25 million, ~~partially~~amortization ~~offset~~of by$0.4 anmillion, ~~increase~~and in license fees of $0.64 million. Technology and academic services, as a percentage of revenue, for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, were 3133.78% and 25.57%, respectively, an increase of 68.21%. This increase primarily included increases in employee costs of 34.53%, license fees of 1.5%, ~~consulting~~other technology and ~~outside~~academic service of 01.64% and ~~instructional~~consulting ~~supplies~~and outside services of 0.54%.

Counseling services and support. Counseling services and support for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, were $3945.05 million and $4868.59 million, respectively, a decrease of $923.54 million, or 1934.50%. Specific decreases between periods include decreases in employee and related allocated costs of $820.57 million, ~~and~~ facility costs of $12.3 million and depreciation of $1.0 million, partially offset by a increase in other counseling services and support expenses of $0.58 million. Counseling services and support, as a percentage of revenue, for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, were 3433.56% and 33.21%, respectively, an increase of 10.35%. This increase primarily included increases in ~~employee costs of 1.1%,~~ other counseling services and support expense of 0.69%, and depreciation of 0.4%, partially offset by a decrease in facility costs of 0.67%.

Marketing and communication. Marketing and communication for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, were $4048.20 million and $4768.6 million, respectively, a decrease of $720.46 million, or 1530.51%. Specific decreases between periods were decreases in advertising of $515.58 million, employee costs of $14.91 million, and license fees of $0.26 million~~, partially offset by an increase in consulting and outside services of $0~~.2 ~~million.~~ Marketing and communication, as a percentage of revenue, for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, were 35.64% and 3233.60%, respectively, an increase of 32.04%. This increase primarily included increases in advertising of 2.61%, and consulting and outside services of 7.0.9%, partially offset by a decrease in employee costs of 0.46%.

General and administrative. General and administrative expenses for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, were $1520.05 million and $2433.3 million, respectively, a decrease of $912.38 million, or 38.4%. The decrease between periods was primarily due to decreases in employee costs of $45.81 million, legal and professional fees of $3.6 million, other general and administrative expenses of $3.30 million, and ~~professional~~consulting ~~fees~~and outside services of $10.17 million. Our general and administrative expenses, as a percentage of revenue, for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, were 1315.21% and 1615.69%, respectively, a decrease of 30.48%. This decrease was primarily due to decreases in employee costs of 21.21%, ~~other general~~ and ~~administrative~~legal ~~expenses of 1.4%,~~ and professional fees of 0.76%, partially offset by an increase in insurance of 0.79%.

Restructuring and impairment expense. For the ~~six~~nine months ended ~~June~~September 30, 2022, we recorded a charge of $35.9 million to restructuring and impairment expense. This related to the Company’s long-lived assets due to the transfer of assets to Global Campus in connection with the July 31, 2022 transaction. For the ~~six~~nine months ended ~~June~~September 30, 2021, we recorded a charge of $2.36 million to restructuring and impairment expense.

Gain on transactions, net. For the three months ended ~~June~~September 30, 2022, we recorded a net gain on the sale transactions of $4549.73 million. Included in this amount was $51.5 million for the sale transaction of TutorMe, partially offset by the loss on transaction ~~of $5.8 million~~ for the ~~for~~sale ~~the write-off~~ of ~~the~~Global ~~net~~Campus ~~asset~~on ~~adjustment~~July ~~due~~31, ~~from Global Campus~~2022.

Other (expense) income, net. Other expense, net was $43.07 million for the ~~six~~nine months ended ~~June~~September 30, 2022, as compared to other income, net of $0.21 million for the ~~six~~nine months ended ~~June~~September 30, 2021, a decrease of $43.28 million. The amounts recognized during the ~~six~~nine months ended ~~June~~September 30, 2022 relate primarily to the write-off of the unamortized financing fees and interest expense.

Income tax expense (benefit). We recognized income tax expense of $0.1 million and an income tax benefit of $0.1 million for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively, at effective tax rates of (0.78)% and 1.0.4%, respectively.

Net loss. Our net loss was $1215.16 million for the ~~six~~nine months ended ~~June~~September 30, 2022 compared to net loss of $1318.57 million for the ~~six~~nine months ended ~~June~~September 30, 2021, a $13.41 million ~~increase~~lower in net ~~income~~loss as a result of the factors discussed above.

Liquidity and Capital Resources

At ~~June~~September 30, 2022 and December 31, 2021, our cash and cash equivalents were $203.81 million and $28.3 million, respectively. At ~~June~~September 30, 2022 and December 31, 2021, total restricted cash was $62.19 million and $9.3 million, respectively, and investments were $0.2 million and $1.0 million, respectively. At ~~June~~September 30, 2022, we had $2.8 million ofrecorded as long-term notes payable for a Fullstack contract.

There was a decrease in the fair value of our investments at ~~June~~September 30, 2022 as compared to December 31, 2021, which is primarily due to distributions. We believe that any remaining fluctuations we have experienced are temporary in nature and, while our securities are classified as available-for-sale, we have the ability and intent to hold them until maturity, if necessary, to recover their full value.

~~During~~On ~~the~~May ~~three months ended June 30~~23, 2022, the Company sold its TutorMe subsidiary for $55.0 million (see Note 1, “Nature of Business”) and used the proceeds to pay down its debt with Blue Torch Finance, LLC in the aggregate principal amount of $31.5 million (see Note 8, “Credit Facilities”), as well as to pay the $22.4 million in statutory penalties for the final judgement in the California Attorney General lawsuit (see Note 14, “Commitments and Contingencies”).

Going Concern

The Company had negative cash flows from operations of $15.4 million for the fiscal year 2021, and negative cash flows from operations of $5772.2 7 million for the ~~six~~nine months ended ~~June~~ September 30, 2022.

Up through July 31, 2022, the majority of our cash came from our Services Agreement with Global Campus. Global Campus, derives the majority of its respective cash revenues from students who enroll and are eligible for various federal student financial assistance programs authorized under Title IV of the Higher Education Act. AnThe ~~institution~~service isfees ~~subject~~in tothe ~~significant~~Services ~~regulatory~~Agreement ~~scrutiny~~were assubject ato ~~result~~certain ofminimum ~~numerous~~residual ~~standards~~liability ~~that~~adjustments, ~~must~~including beperformance-based ~~satisfied~~adjustments, inminimum ~~order~~profit tolevel ~~participate~~adjustments, inand ~~Title~~excess IVdirect ~~programs~~cost adjustments. ~~The~~These ~~balance~~adjustments ofwere ~~revenues~~all ~~derived~~variable byin ~~Global~~nature ~~Campus~~in isthat ~~from~~they ~~government~~depended ~~tuition~~upon ~~assistance~~the ~~programs~~Company’s ~~for~~performance ~~military~~during ~~personnel,~~each ~~including~~service ~~veterans,~~period. ~~payments~~In ~~made~~connection inwith ~~cash~~the byServices ~~individuals~~Agreement, ~~reimbursement~~the ~~from~~minimum ~~corporate~~residual ~~partnerships~~payment ~~and~~was ~~private~~to ~~loans~~be ~~from~~paid ~~third~~annually ~~parties~~in June.

The ~~service~~Company’s ~~fees~~Services inAgreement ~~the~~with ~~Services~~Global ~~Agreement~~Campus ~~are~~was subject to certain ~~minimum~~adjustments ~~residual~~that ~~liability~~impacted ~~adjustments~~the amount and timing of cash flow. Further, ~~including~~Global ~~performance-based~~Campus ~~adjustments~~incurred higher costs in their fourth quarter (the Company's second quarter) than the Company previously budgeted. On or about June 15, ~~minimum~~2022, ~~profit~~Global ~~level~~Campus ~~adjustments~~advised the Company that Global Campus received a notice from the Department of Defense that they were placed on probation which would preclude them from enrolling new military students, ~~and~~pending ~~excess~~completion ~~direct~~of ~~cost~~a ~~adjustments~~comprehensive review. ~~These~~Additionally, ~~adjustments~~there ~~are~~were ~~all~~communications ~~variable~~from inthe ~~nature~~Department of Defense to current Global Campus students cautioning them to consider leaving the University. We were advised by Global Campus that this matter should be resolved in a timely manner, however, it became apparent over the following weeks that ~~they~~these ~~depend~~prolonged ~~upon~~actions were having a negative impact on the ~~Company’~~University's ~~performance~~revenue ~~during~~and ~~each~~therefore ~~service~~a ~~period~~negative impact on the Company's financial outlook. InAs ~~connection~~a ~~with~~result, the ~~Services~~Company ~~Agreement~~entered into a new agreement with Global Campus, effective on July 31, 2022, which allowed Global Campus to acquire the ~~minimum~~business ~~residual~~previously ~~payment~~used ~~was~~to provide services to beGlobal ~~paid~~Campus. ~~annually~~The inCompany ~~June~~will continue to support the continued growth and expansion of its Fullstack subsidiary and simultaneously explore strategic alternatives for that business.

The ~~Company’s~~ability ~~Services~~of ~~Agreement~~the ~~with~~Company ~~Global~~to ~~Campus~~continue ~~was~~as ~~subject~~a togoing ~~certain~~concern ~~adjustments~~is ~~that~~dependent ~~impacted~~on the ~~amount~~Company ~~and~~generating ~~timing of~~ cash ~~flows,~~from ~~which~~its ~~payment~~operations ~~terms~~and ~~were~~availability ~~modified~~to inother ~~April~~funding ~~2022 for the months of July, August and September 2022~~sources. ~~Further,~~Due ~~Global~~to ~~Campus incurred higher costs in their fourth quarter (~~the Company'’s ~~second~~negative ~~quarter)~~cash ~~than~~flows ~~the Company previously budgeted. On or about June 15, 2022, Global Campus advised the Company that Global Campus received a notice~~ from ~~the~~operations ~~Department~~and ofprojected ~~Defense~~future ~~that~~negative ~~they~~cash ~~were~~flows ~~placed on probation which would preclude them~~ from ~~enrolling new military students~~operations, ~~pending~~substantial ~~completion~~doubt ofexists aabout ~~comprehensive review. Additionally, there were communications from~~ the ~~Department~~Company’s ofability ~~Defense~~ to ~~current~~continue ~~Global~~as ~~Campus~~a ~~students~~going ~~cautioning~~concern ~~them~~for ~~to consider leaving~~ the ~~University.~~twelve Wemonths ~~were~~following ~~advised by Global Campus that this matter should be resolved in a timely manner, however, it became apparent over~~ the ~~following~~issuance ~~weeks~~of ~~that~~ these ~~prolonged~~condensed ~~actions~~consolidated ~~were having a negative impact on the University's revenue and therefore a negative impact on the Company's~~ financial ~~outlook~~statements. AsManagement aplans ~~result,~~to ~~the~~cover ~~Company~~any ~~entered~~shortfall ~~into~~from aoperations ~~new~~by ~~agreement~~selling ~~with~~its ~~Global~~Fullstack ~~Campus,~~subsidiary ~~effective~~or onobtaining ~~July~~debt ~~31,~~financing. ~~2022~~However, ~~which~~there ~~allowed~~can ~~Global~~be ~~Campus~~no toassurance ~~acquire~~ the ~~business previously used to provide services to Global Campus. For additional information, see Note 16, “Subsequent Events.” The~~ Company will ~~continue~~be tosuccessful ~~support~~in the ~~continued~~efforts ~~growth~~to ~~and~~sell ~~expansion of its~~ Fullstack ~~subsidiary~~or ~~and~~to ~~simultaneously~~obtain ~~explore~~adequate ~~strategic~~debt ~~alternatives for that business~~financing.

The ability of the Company to continue as a going concern is dependent on the Company generating cash from its operations and availability to other funding sources. Due to the Company’s negative cash flows from operations and projected future negative cash flows from operations resulting from the transaction with Global Campus and reduction of availability of debt financing, substantial doubt exists about the Company’s ability to continue as a going concern for the twelve months following the issuance of these condensed consolidated financial statements. Management plans to cover any shortfall from operations by selling its Fullstack subsidiary or obtaining debt financing. However, there can be no assurance the Company will be successful in these efforts.

~~Operating activities~~31

~~Net~~Operating cash used in operating activities was $57.2 million for the six months ended June 30, 2022, compared to net cash used in operating activities of $16.3 million for the six months ended June 30, 2021, an overall increase between periods in net cash used in operating activities of $40.9 million. The increase in cash used in operating activities is primarily attributable to the net increases in the working capital accounts, including the payment of the judgement in the California Attorney General lawsuit and the minimum residual adjustment, partially offset by the increase in net income of $1.4 million between periods.Activities

~~Investing~~Net cash used in operating activities was $72.7 million for the nine months ended September 30, 2022, compared to net cash used in operating activities of $11.6 million for the nine months ended September 30, 2021, an overall increase between periods in net cash used in operating activities of $61.1 million. The increase in cash used in operating activities is primarily attributable to the net increases in the working capital accounts, including the payment of the judgement in the California Attorney General lawsuit and the minimum residual adjustment, partially offset by the decrease in net loss of $3.1 million between periods.

~~Net~~Investing cash provided by investing activities was $49.0 million for the six months ended June 30, 2022, compared to net cash used in investing activities of $0.9 million for the six months ended June 30, 2021. The amount of cash provided was primarily due to the sale of the TutorMe subsidiary in May 2022. This was partially offset by distributions of deferred compensation and capital expenditures. Capital expenditures for the six months ended June 30, 2022 were $24 thousand, compared to $0.7 million for the six months ended June 30, 2021. During the six months ended June 30, 2022 and 2021, we capitalized costs for intangibles of $0.5 million and $0.3 million, respectively. We anticipate our capital expenditures to be an immaterial amount for the year ending December 31, 2022.Activities

~~Financing~~Net cash provided by investing activities was $44.0 million for the nine months ended September 30, 2022, compared to net cash used in investing activities of $1.4 million for the nine months ended September 30, 2021. The amount of cash provided in 2022 was primarily due to the sale of the TutorMe subsidiary in May 2022. This was partially offset by distributions of deferred compensation and capital expenditures. Capital expenditures for the nine months ended September 30, 2022 were $24 thousand, compared to $1.2 million for the nine months ended September 30, 2021. During the nine months ended September 30, 2022 and 2021, we capitalized costs for intangibles of $0.5 million and $0.6 million, respectively. We anticipate any capital expenditures to be an immaterial amount for the year ending December 31, 2022.

Net cash used in financing activities was $2.5 million for the six months ended June 30, 2022, compared to net cash used in financing activities of $1.1 million for the six months ended June 30, 2021. The financing activities for the six months ended June 30, 2022 included both the borrowings and repayment of the credit facility with Blue Torch Capital. See “Debt and Financing ~~Arrangements” below. During each of the six months ended June 30, 2022 and 2021, net cash used included tax withholding related to the issuance of restricted stock units vesting.~~Activities

Net cash used in financing activities was $2.8 million for the nine months ended September 30, 2022, compared to net cash used in financing activities of $1.1 million for the nine months ended September 30, 2021. The financing activities for the nine months ended September 30, 2022 included both the borrowings and repayment of the credit facility with Blue Torch Capital. See “Debt and Financing Arrangements” below. During each of the nine months ended September 30, 2022 and 2021, net cash used included tax withholding related to the issuance of restricted stock units vesting.

Debt and Financing Arrangements

As of ~~June~~September 30, 2022, the Company has a notes payable valued at $2.8 million, including accrued interest. The counterparty advanced funds to the Company for certain program development costs, which the Company is obligated to repay out of future revenues from the developed program. The Company recognized these advances as a debt obligation, and expects to begin repayments from future program revenues four years from the contract start date.

The Company has issued letters of credit that are collateralized with cash, in the aggregate amount of $62.09 million as of ~~June~~September 30, 2022. The letters of credit relate primarily to the Company's leased facilities and insurance requirements. The collateralized cash is held in restricted cash on the Company's condensed consolidated balance sheets. The Company is required to provide surety bonds in certain states in which it does business. As a result, the Company had previously entered into a surety bond facility with an insurance company to provide such bonds when required. Although there are no remaining bonds on the Company’s behalf under this facility as of June 30, 2022, the Company still holds certain liability associated with any required collateral.

On April 14, 2022, the Company entered into a Financing Agreement (the “Credit Facility”) among the Company, as borrower, each of its wholly-owned subsidiaries as subsidiary guarantors (the “Guarantors”), the lenders party thereto from time to time (the “Lenders”) and Blue Torch Finance LLC, as administrative agent and collateral agent for the Lenders (the “Agent”). The Credit Facility provided for a term loan in the aggregate principal amount of $31.5 million (the “Term Loan”). Concurrent with the sale of TutorMe, the Company repaid in full all outstanding obligations of the Company owed to Blue Torch Finance, LLC and the Lenders pursuant to the Credit Facility. In connection with the Company’s repayment of the outstanding obligations under the Credit Facility, Blue Torch terminated the Credit Facility and released all of its security interests in and liens on all of the assets of the Company and its subsidiaries. ~~For further information, see Note 8, “Credit Facilities,” to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.~~

On September 16, 2022, the Company, entered into a Loan and Security Agreement (the “Loan Agreement”) among the Company and its wholly owned subsidiary Fullstack Academy, LLC, a Delaware limited liability company (“Fullstack”), as borrowers, and Calla Lily Holdings LLC, a Delaware limited liability company, as the lender (the “Lender”). The Loan Agreement provides for a revolving line of credit in the aggregate principal amount of $5.0 million (the “Revolving Line”), maturing on January 14, 2023, for which the Company ~~does~~to ~~not~~borrow ~~have~~against ~~any~~from ~~off-balance~~time ~~sheet~~to ~~financing~~time ~~arrangements~~as needed to fund operations. No amounts were borrowed on the Loan Agreement as of September 30, 2022.

Subject to the terms of Loan Agreement, the Revolving Line has an interest rate per annum equal to 14.5%, payable monthly. Any amounts outstanding on the Revolving Line are due at maturity. At maturity, the Company will also pay a fee equal to 5.0% per annum of the average unused portion of the Revolving Line. The Loan Agreement contains customary representations, warranties, affirmative and negative covenants (including financial covenants), and indemnification provisions

in favor of the Lender as well as customary events of default, including payment defaults, breach of representations and warranties, and covenant defaults. The obligations of the Company and Fullstack as borrowers under the Loan agreement are secured by a first priority security interest in substantially all tangible and intangible personal property of each of the Company and Fullstack.

For further information, see Note 8, “Credit Facilities,” to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

The Company does not have any off-balance sheet financing arrangements.

We manage our cash pursuant to the quantitative and qualitative operational guidelines of our cash investment policy. Our cash investment policy, which is managed by our Chief Financial Officer, has the following primary objectives: (i) preserving principal, (ii) meeting our liquidity needs, (iii) minimizing market and credit risk, and (iv) providing after-tax returns. Under the policy’s guidelines, we invest our excess cash exclusively in high-quality, U.S. dollar-denominated financial instruments. For a discussion of the measures we use to mitigate the exposure of our cash investments to market risk, credit risk and interest rate risk, see Part I, Item 3, “Quantitative and Qualitative Disclosures About Market Risk” in this Form 10-Q.

Future Contractual Obligations

As of ~~June~~September 30, 2022, we ~~have~~had future contractual obligations relating to operating lease obligations in the amount of $5027.64 million, of which approximately $31.51 million iswas payable during the remainder of 2022. Subsequent to quarter end, the Company entered into a lease termination agreement with the landlord of the Company's facility in New York. For additional information on the lease termination, see Note 9, “Lease Obligations.”

We also ~~have~~had contractual obligations in the amount of $110.24 million, of which ~~$1.6~~an ~~million~~immaterial amount is payable during the remainder of 2022. These obligations include agreements with vendors in the areas of software, telephony, licensing fees, consulting, marketing, among others.

In connection with the Transaction that was entered into with UAGC on July 31, 2022, the Company will be relieved liabilities associated with that transaction as of that date.

Recent Accounting Pronouncements

For information regarding recent accounting pronouncements, refer to Note 2, “Summary of Significant Accounting Policies” to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market and Credit Risk

Pursuant to our cash investment policy, we attempt to mitigate the exposure of our cash and investments to market and credit risk by (i) diversifying concentration to ensure we are not overly concentrated in a limited number of financial institutions, (ii) monitoring and managing the risks associated with the national banking and credit markets, (iii) investing in U.S. dollar-denominated assets and instruments only, (iv) diversifying account structures so that we maintain a decentralized account portfolio with numerous stable, highly rated and liquid financial institutions and (v) ensuring that our investment procedures maintain a defined and specific scope such that we will not invest in higher-risk investment accounts, including financial swaps or derivative and corporate equities. Accordingly, pursuant to the guidelines established by our cash investment policy, we invest our excess cash exclusively in high-quality, U.S. dollar-denominated financial instruments.

Despite ~~the~~our investment risk mitigation strategies ~~we employ~~, we may incur investment losses as a result of unusual and unpredictable market developments, and we may experience reduced investment earnings if the yields on investments that are deemed to be low risk remain low or decline further in this time of economic uncertainty. Unusual and unpredictable market developments may also create liquidity challenges for certain of the assets in our investment portfolio.

We have no derivative financial instruments or derivative commodity instruments.

Interest Rate Risk

To the extent we borrow funds, we would be subject to fluctuations in interest rates. As of ~~June~~September 30, 2022, we had $2.8 million in long-term notes payable.

On April 14, 2022, the Company entered into a Credit Facility which provided for a Term Loan in the aggregate principal amount of $31.5 million and bears interest at a rate per annum equal to LIBOR plus 9.0%, payable monthly. Concurrent with the sale of TutorMe, the Company repaid in full all outstanding obligations of the Company owed to Blue Torch Finance, LLC and the Lenders pursuant to the Credit Facility. In connection with the Company’s repayment of the outstanding obligations under the Credit Facility, Blue Torch terminated the Credit Facility and released all of its security interests in and liens on all of the assets of the Company and its subsidiaries.

~~Our~~On ~~future~~April ~~investment~~14, ~~income~~2022, ~~may~~the ~~fall~~Company ~~short~~entered ofinto ~~expectations~~a ~~due~~Credit toFacility ~~changes~~which provided for a Term Loan in ~~interest~~the ~~rates.~~aggregate Atprincipal ~~June~~amount of $31.5 ~~30,~~million ~~2022,~~and bears interest at a ~~hypothetical~~rate 10per annum equal to LIBOR plus 9.0%, ~~increase~~payable ormonthly. ~~decrease~~Concurrent with the sale of TutorMe, the Company repaid in ~~interest~~full ~~rates~~all ~~would~~outstanding ~~not~~obligations ~~have~~of athe ~~material~~Company ~~impact~~owed onto ~~our~~Blue ~~future~~Torch ~~earnings~~Finance, ~~fair~~LLC ~~value~~and orthe ~~cash~~Lenders ~~flows~~pursuant ~~related~~ to ~~interest~~the ~~earned~~Credit onFacility. ~~our~~In ~~cash~~connection with the Company’s repayment of the outstanding obligations under the Credit Facility, ~~cash~~Blue ~~equivalents~~Torch orterminated ~~investments~~the Credit Facility and released all of its security interests in and liens on all of the assets of the Company and its subsidiaries.

Our future investment income may fall short of expectations due to changes in interest rates. At September 30, 2022, a hypothetical 10% increase or decrease in interest rates would not have a material impact on our future earnings, fair value or cash flows related to interest earned on our cash, cash equivalents or investments.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Principal Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(b) and Rule 15d-15(b) of the Exchange Act. Based on that evaluation, our Chief Executive Officer and our Principal Financial Officer concluded that our disclosure controls and procedures were effective as of ~~June~~September 30, 2022.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal control over financial reporting, during the three months ended ~~June~~September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

For information regarding our legal proceedings, refer to Note 14, “Commitments and Contingencies” to our condensed consolidated financial statements included in Part I, Item 1 of this report, which note is incorporated by reference into this Part II, Item 1.

Item 1A. Risk Factors

Investing in our common stock involves risk. Before making an investment in our common stock, you should carefully consider the risk factors discussed in Part I, Item 1A, “Risk Factors” of the Form 10-K. The risks described in the Form 10-K are those which we believe are the material risks we face, and such risks could materially adversely affect our business, prospects, financial condition, cash flows and results of operations. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may impact us. Other than those noted below, here have been no material changes in our risk factors from those previously disclosed in the Form 10-K.

We may need additional capital which may not be available on commercially acceptable terms, if at all, which raises questions about our ability to continue as a going concern.

As of ~~June~~September 30, 2022, we had combined cash and cash equivalents of $203.8 1 million, compared with combined cash and cash equivalents of $28.3 million as of December 31, 2021. We had negative cash flows from operations of $15.4 million for the fiscal year 2021, and negative cash flows from operations of $5772.2 7 million for the ~~six~~nine months ended ~~June~~ September 30, 2022. Further, Global Campus incurred higher costs in their fourth quarter (the Company's second quarter) than the Company previously budgeted. On or about June 15, 2022, Global Campus advised the Company that Global Campus received a notice from the Department of Defense that they were placed on probation which would preclude them from enrolling new military students, pending completion of a comprehensive review. Additionally, there were communications from the Department of Defense to current Global Campus students cautioning them to consider leaving the University. We were advised by Global Campus that this matter should be resolved in a timely manner, however, it became apparent over the following weeks that these prolonged actions were having a negative impact on the University's revenue and therefore a negative impact on the Company's financial outlook. As a result, the Company entered into a new agreement with Global Campus, effective on July 31, 2022, which allowed Global Campus to acquire the business previously used to provide services to Global Campus. For additional information, see Note 16 “Subsequent Events.”

WeGlobal ~~will~~Campus ~~continue~~incurred tohigher ~~support~~costs in their fourth quarter (the ~~continued~~Company's ~~growth~~second ~~and~~quarter) ~~expansion~~than ofthe ~~its~~Company ~~Fullstack~~previously ~~subsidiary~~budgeted. ~~and~~During ~~simultaneously~~June ~~explore~~2022, ~~strategic~~Global ~~alternatives~~Campus ~~for~~advised the Company that ~~business.~~Global ~~Our~~Campus ~~ability~~received toa ~~continue~~notice asfrom athe ~~going~~Department ~~concern~~of isDefense ~~dependent~~that they were placed on usprobation ~~generating~~which ~~cash~~would preclude them from ~~operations~~enrolling ~~and~~new ~~availability~~military tostudents, ~~other~~pending ~~funding~~completion ~~sources.~~of ~~Due~~a tocomprehensive ~~our~~review. ~~negative~~Additionally, ~~cash~~there ~~flows~~were communications from ~~operations~~the ~~and~~Department ~~projected~~of ~~future~~Defense ~~negative~~to ~~cash~~current ~~flows~~Global ~~from~~Campus ~~operations~~students ~~resulting~~cautioning ~~from~~them to consider leaving the ~~July~~University. ~~31,~~We ~~2022~~were ~~transaction~~advised ~~with~~by Global Campus ~~and~~that ~~reduction~~this ofmatter ~~availability~~should ofbe ~~debt~~resolved ~~financing~~in a timely manner, ~~substantial~~however, ~~doubt~~it ~~exists~~became ~~about~~apparent ~~our~~over ~~ability~~the tofollowing ~~continue~~weeks asthat these prolonged actions were having a ~~going~~negative ~~concern~~impact ~~for~~on the ~~twelve~~University's ~~months~~revenue ~~following~~and ~~the~~therefore ~~issuance~~a ofnegative ~~these~~impact ~~condensed~~on ~~consolidated~~the Company's financial ~~statements~~outlook. ~~Management~~As ~~plans~~a toresult, ~~cover~~the ~~any~~Company ~~shortfall~~entered ~~from~~into ~~operations~~a bynew ~~selling~~agreement ~~its~~with ~~Fullstack~~Global ~~subsidiary~~Campus, oreffective ~~obtaining~~on ~~debt~~July ~~financing.~~31, ~~However~~2022, ~~there~~which ~~can~~allowed beGlobal noCampus ~~assurance~~to acquire the ~~Company~~business ~~will~~previously beused ~~successful~~to inprovide ~~these~~services ~~efforts~~to Global Campus. For additional information, see Note 1, “Nature of Business.”

We will continue to support the continued growth and expansion of our Fullstack subsidiary and simultaneously explore strategic alternatives for that business. Our ability to continue as a going concern is dependent on us generating cash from operations and availability to other funding sources. Due to our negative cash flows from operations and projected future negative cash flows from operations, substantial doubt exists about our ability to continue as a going concern for the twelve months following the issuance of these condensed consolidated financial statements. Management plans to cover any shortfall from operations by selling the Fullstack subsidiary or obtaining debt financing. However, there can be no assurance the Company will be successful in the efforts to sell Fullstack.

Risks Related to the Dissolution

We cannot assure you as to the amount of distributions, if any, to be made to our stockholders under our Plan of Dissolution.

On October 25, 2022, the Company held a Special Meeting of Stockholders (the “Special Meeting”) at which votes were cast to approve the voluntary liquidation and dissolution of the Company pursuant to the Plan of Dissolution (the “Plan of Dissolution”) which authorizes the Company to liquidate and dissolve the Company in accordance with the Plan of Dissolution.

We intend to use the dissolution process under Delaware law to liquidate our remaining assets, settle claims and, if available, make liquidating distributions of cash or other property to our stockholders. However, our dissolution and the liquidation of our remaining assets will be subject to uncertainties, and it is possible that there will be no additional liquidating distribution made to our stockholders.

We intend to rely on the “safe harbor” procedures under Sections 280 and 281(a) of the DGCL to, among other things, obtain an order from the Delaware Court of Chancery establishing the amount and form of security for pending claims for which the Company is a party, contingent or unmatured contract claims for which the holder declined the Company’s offer of a security, and unknown claims that, based on facts known to the Company, are likely to arise or become known within five years filing of the Certificate of Dissolution (or such longer period of time, not to exceed ten years, as the Delaware Court of Chancery may determine) (the “Court Order”), and pay or make reasonable provision for our uncontested known claims and expenses and establish reserves for other claims as required by the Court Order and the DGCL. We expect to distribute all of our remaining assets in excess of the amount to be used by us to pay claims and fund the reserves required by the Court Order and pay our operating expenses through the completion of the dissolution and winding-up process to our stockholders. The Court Order will reflect the Delaware Court of Chancery’s own determination as to the amount and form of security reasonably likely to be sufficient to provide compensation for all known, contingent and potential future claims against us. There can be no assurances that the Delaware Court of Chancery will not require us to withhold additional amounts in excess of the amounts that we believe are sufficient to satisfy our potential claims and liabilities. Accordingly, stockholders may not receive any distributions of our remaining assets for a substantial period of time.

In addition, there are numerous factors that could impact the amount of the reserves to be determined by the Court Order, and consequently the amount of cash initially available for distribution, if any, to our stockholders following the effective time of the Dissolution, including without limitation:

•whether any potential liabilities are resolved prior to the filing of the Certificate of Dissolution;

•whether any claim is resolved or barred pursuant to Section 280 of the DGCL;

•unanticipated costs relating to the defense, satisfaction or settlement of existing or future lawsuits or other claims threatened against us;

•whether unforeseen claims are asserted against us, in which case we would have to defend or resolve such claims and/or be required to establish additional reserves to provide for such claims; and

•whether any of the expenses incurred in the winding-up process, including expenses of required personnel and other operating expenses (including legal, accounting and other professional fees) necessary to dissolve and liquidate the Company, are more or less than our estimates.

Further, the amount of any distributable proceeds and our ability to make distributions to our stockholders depends on our ability to execute our monetization strategy, which is subject to significant risks and uncertainties.

In addition, as we wind down, we will continue to incur expenses from operations, such as operating costs, salaries, rental payments, directors’ and officers’ insurance, payroll and local taxes; and other legal, accounting and financial advisory fees, which will reduce any amounts available for distribution to our stockholders.

As a result of these and other factors, we cannot assure you as to any amounts to be distributed to our stockholders in dissolution.

Liquidating distributions to stockholders could be substantially reduced and/or delayed due to uncertainty regarding the resolution of certain potential tax claims, litigation matters and other unresolved contingent liabilities of the Company.

Whether any remaining assets or cash of the Company can be used to make liquidating distributions to stockholders would depend on whether claims for which we have set aside reserves are resolved or satisfied at amounts less than such reserves and whether a need has arisen to establish additional reserves. We cannot assure stockholders that our liabilities can be resolved for less than the amounts we have reserved, or that unknown liabilities that have not been accounted for will not arise. As a result, we may continue to hold back funds and delay additional liquidating distributions to stockholders. It is important for us to retain sufficient funds to pay the expenses and liabilities actually owed to our creditors, because under the DGCL, if the we fail to do so, each stockholder could be held liable for the repayment to creditors, out of the amounts previously distributed to such stockholder in the Dissolution from us or from any liquidating trust or trusts, of such stockholder’s pro rata share of such excess (up to the full amount actually received by such stockholder in Dissolution).

We cannot predict the timing of the distributions to stockholders.

Under the DGCL, before a dissolved corporation may make any distribution to its stockholders, it must pay or make reasonable provision to pay all of its claims and obligations, including all contingent, conditional or unmatured contractual claims known to the corporation. The precise amount and timing of any distributions to our stockholders will depend on and could be delayed or diminished due to many factors, including without limitation:

•whether a claim is resolved for more than the amount of reserve established for such claim pursuant to the Court Order;

•whether we are unable to resolve claims with creditors or other third parties, or if such resolutions take longer than expected;

•whether a creditor or other third party seeks an injunction against the making of additional distributions to stockholders on the basis that the amounts to be distributed are needed to satisfy our liabilities or other obligations to the extent not previously reserved for;

•whether due to new facts and developments, a new claim, as the Board reasonably determines, requires additional funds to be reserved for its satisfaction; and

•whether the expenses we incur in the winding-up process, including expenses of personnel required and other operating expenses (including legal, accounting and other professional fees), necessary to dissolve and liquidate the Company are more than anticipated.

As a result of these and other factors, it might take significant time to resolve these matters, and as a result we are unable to predict the timing of distributions, if any are made, to our stockholders.

The Dissolution pursuant to the Plan of Dissolution may be disrupted and adversely impacted by the effects of natural disasters, political crises, public health crises, and other events outside of our control.

Natural disasters, such as adverse weather, fires, earthquakes, power shortages and outages, political crises, such as terrorism, war, political instability, or other conflict, criminal activities, public health crises, such as COVID-19 and disease epidemics and pandemics, and other disruptions or events outside of our control could negatively affect our operations and the operations of entities in which we invest in. Any of these events may cause a delay in our targeted timing to file the Certificate of Dissolution with the Secretary of State of the State of Delaware. In addition, as discussed below under the heading “Risks Related to the Dissolution - The amount of cash available to distribute to our stockholders depends on our ability to successfully execute our monetization strategy and dispose of all or substantially all of our assets”, COVID-19 may materially impact the amount of cash or value of other non-cash assets available to distribute to our stockholders, including the amounts we may receive upon the disposition of all or substantially all of our assets.

The amount of cash available to distribute to our stockholders depends on our ability to successfully execute our monetization strategy and dispose of all or substantially all of our assets.

Our efforts to enhance stockholder value through our monetization strategy may not be successful, which would significantly reduce, or eliminate, the cash or value of other non-cash assets available for distribution to our stockholders. We cannot assure you that our efforts to enhance stockholder value through the conduct of our monetization strategy will succeed. There will be risks associated with any potential transactions, including whether we will attract potential acquirers for the Company, its assets or its remaining operating subsidiary or business, and whether offers made by such potential acquirors, if any, will be at valuations that we deem reasonable. Moreover, we are not able to predict how long it will take to implement our monetization strategy, the delay of which may impact the timing of the Dissolution. The timing and terms of any transaction in furtherance of our monetization strategy will depend on a variety of factors, many of which are beyond our control. A delay in, or failure to complete, any such transaction could have a material effect on our stock price and the amount of any potential distributions to our stockholders.

In addition, our ability to successfully complete our monetization strategy could be materially negatively affected by economic conditions generally, both in the United States and elsewhere around the world, including public health risks such as COVID-19. We are exploring and evaluating potential transactions, the success or timing of which may be impacted by further COVID-19 variants and/or a general economic slowdown or recession. In order to successfully monetize our assets, we must

identify and complete one or more transactions with third parties. Even if we are able to identify potential transactions in furtherance of our monetization strategy, such buyers may be operationally constrained or unable to locate financing on attractive terms or at all, which risk may be heightened due to the uncertainty of COVID-19 and its impact and/or a general economic slowdown or recession. Additionally, if financing is unavailable to potential buyers of our Company or assets, or if potential buyers are unwilling to engage in various transactions due to the uncertainty in the market or rising interest rates, our ability to complete such acquisition would be significantly impaired.

Any negative impact on such third parties due to any of the foregoing events could cause costly delays and have a material adverse effect on our ability to return value to our stockholders, including our ability to realize full value from a sale or other disposition of our assets as part of our monetization strategy. Any such negative impacts could also reduce the amount of cash or other property we are able to distribute to our shareholders.

Our stockholders may be liable to our creditors for part or all of the amount received from us in our liquidating distributions if reserves are inadequate.

If the Dissolution becomes effective, we may establish a contingency reserve designed to satisfy any additional claims and obligations that may arise. Any contingency reserve may not be adequate to cover all of our claims and obligations. Under the DGCL, if we fail to create an adequate contingency reserve for payment of our expenses, claims and obligations, each stockholder could be held liable for payment to our creditors for claims brought during the three-year period after we file the Certificate of Dissolution with the Secretary of State, up to the lesser of (i) such stockholder’s pro rata share of amounts owed to creditors in excess of the contingency reserve and (ii) the amounts previously received by such stockholder in dissolution from us and from any liquidating trust or trusts. Accordingly, in such event, a stockholder could be required to return part or all of the distributions previously made to such stockholder in Dissolution, and a stockholder could receive nothing from us under the Plan of Dissolution. Moreover, if a stockholder has paid taxes on amounts previously received, a repayment of all or a portion of such amounts received could result in a situation in which such repayment does not result in a commensurate refund of such taxes paid.

The directors and officers of the Company will continue to receive benefits from the Company following the Dissolution.

Subsequent to the shareholder meeting held on October 25, 2022, it was determined that the directors of the company would no longer receive compensation for their roles on the board. Following the effective date of the Dissolution, we will continue to indemnify each of our current and former directors and officers to the extent permitted under the DGCL and the Company’s certificate of incorporation, bylaws and agreements as in effect at the time of the filing of the Certificate of Dissolution. In addition, we intend to maintain directors’ and officers’ insurance coverage throughout the wind down period.

We will continue to incur the expenses of complying with public company reporting requirements.

We have an obligation to continue to comply with the applicable reporting requirements of the Exchange Act, even though compliance with such reporting requirements is economically burdensome. In order to curtail expenses, we currently intend, after the filing of the Certificate of Dissolution, to seek relief from the SEC from the reporting requirements under the Exchange Act. However, the SEC may not grant any such relief, in which case we would be required to continue to bear the expense of being a public reporting company.

Stockholders may not be able to recognize a loss for U.S. federal income tax purposes until they receive a final distribution from us.

Distributions made pursuant to the Plan of Dissolution are intended to be treated as received by a stockholder in exchange for the stockholder’s shares of our common stock. Accordingly, the amount of any such distribution allocable to a block of shares of our common stock owned by a U.S. stockholder will reduce the stockholder’s tax basis in such shares, but not below zero. Any excess amount allocable to such shares will be taxable as capital gain. Such gain generally will be taxable as long-term capital gain if the shares have been held for more than one year. Any tax basis remaining in a share of our common stock following the final liquidating distribution by the Company will be treated as a capital loss. The deductibility of capital losses is subject to limitations. You should consult your tax advisor as to the particular tax consequences of the Dissolution to you, including the applicability of any U.S. federal, state, local and non-U.S. tax laws.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

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Item 6. Exhibits


Exhibit						Description


31.1						Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2						Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1						Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Randy J. Hendricks, Chief Executive Officer, and Kevin Royal, Chief Financial Officer.
101						The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 21, 2022, formatted in Extensible Business Reporting Language (“XBRL”): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Income (Loss); (iii) the Condensed Consolidated Statements of Stockholders’ Equity; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Notes to Condensed Consolidated Financial Statements.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Exhibit		Description
2.1	(#)	Asset Purchase Agreement dated May 23, 2022, by and among Zovio Inc, TutorMe, LLC, Liminex, Inc. and Zorro Holdco, LLC
2.2	(#)	Asset Purchase and Sale Agreement dated July 31, 2022 between Zovio Inc and University of Arizona Global Campus
10.1		Financing Agreement, dated as of April 14, 2022, by and among Zovio Inc and Blue Torch Finance, LLC.
10.2		Pledge and Security Agreement, dated as of April 14, 2022, by and among Zovio Inc and Blue Torch Finance, LLC.
10.3		Warrant to purchase shares of Common Stock of Zovio Inc, dated April 14, 2022.
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Randy J. Hendricks, Chief Executive Officer, and Kevin Royal, Chief Financial Officer.
101		The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the SEC on August 4, 2022, formatted in Extensible Business Reporting Language (“XBRL”): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Income (Loss); (iii) the Condensed Consolidated Statements of Stockholders’ Equity; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Notes to Condensed Consolidated Financial Statements.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(#) Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			ZOVIO INC
August 4, 2022			/s/ KEVIN ROYAL
November 21, 2022			/s/ KEVIN ROYAL
			Kevin RoyalChief Financial Officer(Principal financial officer and duly authorized tosign on behalf of the registrant)

3841

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