Q3 Fiscal 2026 Highlights (compared to Q3 Fiscal year 2025)
- Record net income of
$1.4 million versus net loss of$(1.0) million in Q3 FY2025 - Operating expenses reduced 18% year-over-year, driving operating income of
$1.7 million and 17% operating margin - Adjusted EBITDA of
$3.0 million (29% margin), up from$1.7 million (15% margin) in the prior-year quarter 2 - Fifth consecutive quarter of positive operating cash flow, reaching
$1.0 million
Third Quarter Fiscal Year 2026 Summary Results
| Three Months Ended | Nine Months Ended | ||||||||||||||
| $ in millions, except per share data | 2026 | 2025 | 2026 | 2025 | |||||||||||
| Revenue | $ | 10.4 | $ | 10.9 | $ | 33.0 | $ | 33.7 | |||||||
| Gross Profit1 | $ | 7.9 | $ | 7.5 | $ | 24.7 | $ | 23.1 | |||||||
| Gross Margin (%)1 | 76 | % | 68 | % | 75 | % | 69 | % | |||||||
| Net Income (Loss) | $ | 1.4 | $ | (1.0 | ) | $ | 2.5 | $ | (2.2 | ) | |||||
| Earnings (Loss) per Share - Basic | $ | 0.04 | $ | (0.04 | ) | $ | 0.08 | $ | (0.09 | ) | |||||
| Earnings (Loss) per Share - Diluted | $ | 0.03 | $ | (0.04 | ) | $ | 0.06 | $ | (0.09 | ) | |||||
| EBITDA2 | $ | 2.3 | $ | 0.1 | $ | 5.4 | $ | 1.3 | |||||||
| Adjusted EBITDA2 | $ | 3.0 | $ | 1.7 | $ | 7.3 | $ | 3.7 | |||||||
_______________________
1 GAAP gross profit calculation includes marketing and promotional costs, instructional costs and services, and amortization expense of
2 Non-GAAP financial measures. See reconciliations of GAAP to non-GAAP financial measures under "Non-GAAP–Financial Measures" starting on page 4.
Fiscal Q3 2026 Financial and Operational Results (compared to Fiscal Q3 2025)
Revenue declined by 5% to
| Three Months Ended | ||||||||||||
| 2026 | $ Change | % Change | 2025 | |||||||||
| AU | $ | 3,610,097 | $ | (820,392 | ) | (19 | )% | $ | 4,430,489 | |||
| USU | 6,780,000 | 266,521 | 4 | % | 6,513,479 | |||||||
| Revenue | $ | 10,390,097 | $ | (553,871 | ) | (5 | )% | $ | 10,943,968 | |||
GAAP gross profit increased by
AU instructional costs and services represented 19% of AU revenue, and USU instructional costs and services represented 20% of USU revenue. AU marketing and promotional costs represented 1% of AU revenue, while USU marketing and promotional costs represented less than 1% of USU revenue.
The following tables present the Company’s net income (loss), both per subsidiary and total:
| Three Months Ended | ||||||||||||
| Consolidated | AGI Corporate | AU | USU | |||||||||
| Net income (loss) | $ | 1,434,676 | $ | (2,096,379 | ) | $ | 884,626 | $ | 2,646,429 | |||
| Net income per share - Basic | $ | 0.04 | ||||||||||
| Net income per share - Diluted | $ | 0.03 | ||||||||||
| Three Months Ended | |||||||||||||
| Consolidated | AGI Corporate | AU | USU | ||||||||||
| Net income (loss) | $ | (979,487 | ) | $ | (3,285,923 | ) | $ | 314,813 | $ | 1,991,623 | |||
| Net loss per share - Basic | $ | (0.04 | ) | ||||||||||
| Net loss per share - Diluted | $ | (0.04 | ) | ||||||||||
The following tables present the Company’s Non-GAAP measures, both per subsidiary and total. See reconciliations of GAAP to non-GAAP financial measures under “Non-GAAP–Financial Measures” starting on page 4.
| Three Months Ended | ||||||||
| Consolidated | AGI Corporate | AU | USU | |||||
| EBITDA | ||||||||
| EBITDA Margin | 23% | NM | 36% | 41% | ||||
| Adjusted EBITDA | ||||||||
| Adjusted EBITDA Margin | 29% | NM | 43% | 45% | ||||
________________________________
NM - Not meaningful
| Three Months Ended | ||||||||
| Consolidated | AGI Corporate | AU | USU | |||||
| EBITDA | $ 113,803 | |||||||
| EBITDA Margin | 1% | NM | 19% | 33% | ||||
| Adjusted EBITDA | ||||||||
| Adjusted EBITDA Margin | 15% | NM | 25% | 37% | ||||
Adjusted EBITDA improved by
Operating Metrics
New Student Enrollments
Total new student enrollments decreased by 16% year over year in Fiscal Q3 2026. New student enrollments at both AU and USU were negatively impacted by the ongoing maintenance level of marketing spend. Additionally, AU enrollments were impacted by the discontinuation of new student enrollments associated with the pending merger with USU. Year-over-year enrollment at USU increased by 4%, despite low marketing spend, as the result of strong organic lead flow. Sequentially, USU enrollment declined due to the third quarter being our seasonally slowest period. As a result of the restructurings and increased instructional efficiencies, we anticipate increasing marketing spend, following the refinancing of the 15% Debentures, to a level necessary to achieve the enrollments needed to grow the student body.
New student enrollments for the past five quarters are shown below:
| Q3'25 | Q4'25 | Q1'26 | Q2'26 | Q3'26 | |||||
| AU | 290 | 249 | 335 | 270 | 203 | ||||
| USU | 196 | 258 | 338 | 378 | 204 | ||||
| Total | 486 | 507 | 673 | 648 | 407 | ||||
Total Active Student Body
AGI’s active degree-seeking student body for the past five quarters, including AU and USU, is shown below:
| Q3'25 | Q4'25 | Q1'26 | Q2'26 | Q3'26 | |||||
| AU | 3,564 | 3,375 | 3,140 | 2,771 | 2,386 | ||||
| USU | 2,475 | 2,434 | 2,369 | 2,302 | 2,096 | ||||
| Total | 6,039 | 5,809 | 5,509 | 5,073 | 4,482 | ||||
Nursing Students
Nursing student body for the past five quarters is shown below:
| Q3'25 | Q4'25 | Q1'26 | Q2'26 | Q3'26 | |||||
| AU | 2,745 | 2,606 | 2,418 | 2,122 | 1,815 | ||||
| USU | 2,297 | 2,254 | 2,210 | 2,153 | 1,899 | ||||
| Total | 5,042 | 4,860 | 4,628 | 4,275 | 3,714 | ||||
Liquidity
The Fiscal Q3 2026 ending unrestricted cash balance was
Our restructuring efforts were designed to achieve positive annual operating cash flows, which will permit the resumption of marketing spend at a level that we expect will renew growth in our post-licensure nursing student body following the refinancing of the 15% Debentures. In Fiscal Q3 2026, we had positive cash flow from operations of
Cost reductions from restructuring plans and other corporate initiatives support the Company's expectation that it will have sufficient cash to meet its working capital needs for the next 12 months. Additionally, the Company initiated the process to refinance its 15% Debentures, which it expects to complete by the maturity date.
Non-GAAP Financial Measures
This press release includes both financial measures in accordance with Generally Accepted Accounting Principles, or GAAP, as well as non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP financial measures should be viewed as supplemental to, and should not be considered as alternatives to net income (loss), operating income (loss), and cash flow from operating activities, liquidity or any other financial measures. They may not be indicative of the historical operating results of AGI nor are they intended to be predictive of potential future results. Investors should not consider non-GAAP financial measures in isolation or as substitutes for performance measures calculated in accordance with GAAP.
Our management uses and relies on EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin, which are non-GAAP financial measures. We believe that management, analysts, and shareholders benefit from referring to the following non-GAAP financial measures to evaluate and assess our core operating results from period-to-period after removing the impact of items that affect comparability. Our management recognizes that the non-GAAP financial measures have inherent limitations because of the excluded items described below.
We have included a reconciliation of our non-GAAP financial measures to the most comparable financial measures calculated in accordance with GAAP. We believe that providing the non-GAAP financial measures, together with the reconciliation to GAAP, helps investors make comparisons between AGI and other companies. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measure and the corresponding GAAP measure provided by each company under applicable
AGI defines Adjusted EBITDA as EBITDA excluding: (1) provision for credit losses; (2) stock-based compensation; (3) severance, if applicable; (4) lease modifications, if applicable; (5) impairments of right-of-use assets and tenant leasehold improvements, if applicable; (6) change in fair value of put warrant liability, if applicable; and (7) other non-recurring charges (income). The following table presents a reconciliation of net income (loss) to EBITDA and Adjusted EBITDA and of net income (loss) margin to Adjusted EBITDA Margin.
EBITDA Margin is defined as EBITDA divided by revenue. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. We believe these margins are useful for management, analysts and investors as this measure allows for a more meaningful comparison between our performance and that of our competitors. Adjusted EBITDA margin has certain limitations in that it does not take into account the impact to our consolidated statement of operations of certain expenses.
| Three Months Ended | |||||||
| 2026 | 2025 | ||||||
| Net income (loss) | $ | 1,434,676 | $ | (979,487 | ) | ||
| Interest expense, net | 276,364 | 353,629 | |||||
| Tax expense, net | 15,519 | 3,751 | |||||
| Depreciation and amortization | 618,076 | 735,910 | |||||
| EBITDA | 2,344,635 | 113,803 | |||||
| Provision for credit losses | 450,000 | 450,000 | |||||
| Stock-based compensation | 8,097 | 107,012 | |||||
| Severance | 90,629 | 35,421 | |||||
| Change in fair value of put warrant liability | — | 935,363 | |||||
| Non-recurring charges - Other | 72,253 | 18,000 | |||||
| Adjusted EBITDA | $ | 2,965,614 | $ | 1,659,599 | |||
| Net income (loss) Margin | 14 | % | (9 | )% | |||
| EBITDA Margin | 23 | % | 1 | % | |||
| Adjusted EBITDA Margin | 29 | % | 15 | % | |||
The following tables present a reconciliation of net income (loss) to EBITDA and Adjusted EBITDA and of net income (loss) margin to EBITDA margin and Adjusted EBITDA margin by business unit:
| Three Months Ended | ||||||||||||
| Consolidated | AGI Corporate | AU | USU | |||||||||
| Net income (loss) | $ | 1,434,676 | $ | (2,096,379 | ) | $ | 884,626 | $ | 2,646,429 | |||
| Interest expense, net | 276,364 | 276,364 | — | — | ||||||||
| Tax expense, net | 15,519 | 2,500 | 12,032 | 987 | ||||||||
| Depreciation and amortization | 618,076 | 68,968 | 388,918 | 160,190 | ||||||||
| EBITDA | 2,344,635 | (1,748,547 | ) | 1,285,576 | 2,807,606 | |||||||
| Provision for credit losses | 450,000 | — | 225,000 | 225,000 | ||||||||
| Stock-based compensation | 8,097 | 8,097 | — | — | ||||||||
| Severance | 90,629 | 84,979 | 5,650 | — | ||||||||
| Non-recurring charges - Other | 72,253 | 26,324 | 24,465 | 21,464 | ||||||||
| Adjusted EBITDA | $ | 2,965,614 | $ | (1,629,147 | ) | $ | 1,540,691 | $ | 3,054,070 | |||
| Net income (loss) Margin | 14% | NM | 25% | 39% | ||||||||
| EBITDA Margin | 23% | NM | 36% | 41% | ||||||||
| Adjusted EBITDA Margin | 29% | NM | 43% | 45% | ||||||||
________________________________
NM - Not meaningful
| Three Months Ended | |||||||||||||
| Consolidated | AGI Corporate | AU | USU | ||||||||||
| Net income (loss) | $ | (979,487 | ) | $ | (3,285,923 | ) | $ | 314,813 | $ | 1,991,623 | |||
| Interest expense, net | 353,629 | 353,629 | — | — | |||||||||
| Tax expense, net | 3,751 | (10,250 | ) | 13,301 | 700 | ||||||||
| Depreciation and amortization | 735,910 | 71,875 | 513,675 | 150,360 | |||||||||
| EBITDA | 113,803 | (2,870,669 | ) | 841,789 | 2,142,683 | ||||||||
| Provision for credit losses | 450,000 | — | 225,000 | 225,000 | |||||||||
| Stock-based compensation | 107,012 | 104,283 | 1,607 | 1,122 | |||||||||
| Severance | 35,421 | 2,090 | 18,155 | 15,176 | |||||||||
| Change in fair value of put warrant liability | 935,363 | 935,363 | — | — | |||||||||
| Non-recurring charges - Other | 18,000 | — | 18,000 | — | |||||||||
| Adjusted EBITDA | $ | 1,659,599 | $ | (1,828,933 | ) | $ | 1,104,551 | $ | 2,383,981 | ||||
| Net income (loss) Margin | (9)% | NM | 7% | 31% | |||||||||
| EBITDA Margin | 1% | NM | 19% | 33% | |||||||||
| Adjusted EBITDA Margin | 15% | NM | 25% | 37% | |||||||||
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including the expected general and administrative aggregate savings of
About
Investor Relations Contact
Managing Director
Hayden IR
385-831-7337
Kim@HaydenIR.com
GAAP Financial Statements
CONSOLIDATED BALANCE SHEETS | |||||||
| (Unaudited) | |||||||
| Assets | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 612,792 | $ | 736,871 | |||
| Restricted cash | 338,002 | 338,002 | |||||
| Accounts receivable, net of allowance of | 16,515,666 | 17,167,346 | |||||
| Prepaid expenses | 461,683 | 443,366 | |||||
| Other current assets | 631,618 | 518,171 | |||||
| Total current assets | 18,559,761 | 19,203,756 | |||||
| Property and equipment: | |||||||
| Computer equipment and hardware | 894,691 | 894,251 | |||||
| Furniture and fixtures | 1,974,271 | 1,974,271 | |||||
| Leasehold improvements | 5,621,087 | 5,621,087 | |||||
| Instructional equipment | 506,664 | 529,299 | |||||
| Software | 7,995,533 | 7,527,066 | |||||
| 16,992,246 | 16,545,974 | ||||||
| Less: accumulated depreciation and amortization | (11,724,935 | ) | (9,907,309 | ) | |||
| Total property and equipment, net | 5,267,311 | 6,638,665 | |||||
| 5,011,432 | 5,011,432 | ||||||
| Intangible assets, net | 7,900,000 | 7,900,000 | |||||
| Courseware and accreditation, net | 214,490 | 256,994 | |||||
| Long-term contractual accounts receivable | 23,233,109 | 19,846,823 | |||||
| Operating lease right-of-use assets, net | 6,000,405 | 7,250,407 | |||||
| Deposits and other assets | 488,413 | 657,850 | |||||
| Total assets | $ | 66,674,921 | $ | 66,765,927 | |||
CONSOLIDATED BALANCE SHEETS (CONTINUED) | |||||||
| (Unaudited) | |||||||
| Liabilities and Stockholders’ Equity | |||||||
| Liabilities: | |||||||
| Current liabilities: | |||||||
| Accounts payable | $ | 3,012,872 | $ | 2,055,173 | |||
| Accrued expenses | 2,815,763 | 2,483,520 | |||||
| Advances on tuition | 1,457,068 | 2,235,332 | |||||
| Deferred tuition | 2,911,945 | 2,535,533 | |||||
| Due to students | 2,084,423 | 2,115,581 | |||||
| Current portion of long-term debt | 5,804,264 | 2,000,000 | |||||
| Operating lease obligations, current portion | 3,202,128 | 2,811,471 | |||||
| Warrant liabilities | 1,427,521 | — | |||||
| Other current liabilities | 530,475 | 185,296 | |||||
| Total current liabilities | 23,246,459 | 16,421,906 | |||||
| Long-term debt, net | — | 5,224,524 | |||||
| Operating lease obligations, less current portion | 9,824,634 | 12,398,678 | |||||
| Warrant liabilities | — | 1,427,521 | |||||
| Other long-term liabilities | 77,402 | 327,402 | |||||
| Total liabilities | 33,148,495 | 35,800,031 | |||||
| Commitments and contingencies | |||||||
| Stockholders’ equity: | |||||||
| Preferred stock, | |||||||
| 10,000 issued and 10,000 outstanding at both | 10 | 10 | |||||
| Common stock, | |||||||
| 28,389,531 issued and outstanding at | 30,772 | 28,390 | |||||
| Additional paid-in capital | 122,217,462 | 122,152,533 | |||||
| Accumulated deficit | (88,721,818 | ) | (91,215,037 | ) | |||
| Total stockholders’ equity | 33,526,426 | 30,965,896 | |||||
| Total liabilities and stockholders’ equity | $ | 66,674,921 | $ | 66,765,927 | |||
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) | |||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||
| Revenue | $ | 10,390,097 | $ | 10,943,968 | $ | 33,049,808 | $ | 33,732,584 | |||||||
| Operating expenses: | |||||||||||||||
| Cost of revenue (exclusive of depreciation and amortization shown separately below) | 2,088,693 | 3,032,138 | 7,253,362 | 9,265,258 | |||||||||||
| General and administrative | 5,502,802 | 6,413,024 | 19,072,685 | 20,974,880 | |||||||||||
| Impairments of right-of-use assets and tenant leasehold improvements | — | — | — | 1,848,209 | |||||||||||
| Loss on asset dispositions | 4,954 | — | 4,954 | — | |||||||||||
| Provision for credit losses | 450,000 | 450,000 | 1,350,000 | 1,350,000 | |||||||||||
| Depreciation and amortization | 618,076 | 735,910 | 1,929,028 | 2,350,809 | |||||||||||
| Total operating expenses | 8,664,525 | 10,631,072 | 29,610,029 | 35,789,156 | |||||||||||
| Operating income (loss) | 1,725,572 | 312,896 | 3,439,779 | (2,056,572 | ) | ||||||||||
| Other income (expense): | |||||||||||||||
| Interest expense | (276,364 | ) | (353,629 | ) | (882,285 | ) | (1,043,289 | ) | |||||||
| Change in fair value of put warrant liability | — | (935,363 | ) | — | 970,769 | ||||||||||
| Other income, net | 987 | 360 | 1,167 | 17,120 | |||||||||||
| Total other expense, net | (275,377 | ) | (1,288,632 | ) | (881,118 | ) | (55,400 | ) | |||||||
| Income (loss) before income taxes | 1,450,195 | (975,736 | ) | 2,558,661 | (2,111,972 | ) | |||||||||
| Income tax expense | 15,519 | 3,751 | 65,442 | 49,768 | |||||||||||
| Net income (loss) | 1,434,676 | (979,487 | ) | 2,493,219 | (2,161,740 | ) | |||||||||
| Dividends attributable to preferred stock | (105,863 | ) | (119,979 | ) | (211,727 | ) | (268,188 | ) | |||||||
| Net income (loss) available to common stockholders | $ | 1,328,813 | $ | (1,099,466 | ) | $ | 2,281,492 | $ | (2,429,928 | ) | |||||
| Per share information available to common stockholders: | |||||||||||||||
| Earnings (loss) per share - Basic | $ | 0.04 | $ | (0.04 | ) | $ | 0.08 | $ | (0.09 | ) | |||||
| Earnings (loss) per share - Diluted | $ | 0.03 | $ | (0.04 | ) | $ | 0.06 | $ | (0.09 | ) | |||||
| Weighted average number of common stock outstanding: | |||||||||||||||
| Basic | 30,755,281 | 27,642,172 | 29,902,624 | 26,752,369 | |||||||||||
| Diluted | 40,128,519 | 27,642,172 | 39,275,862 | 26,752,369 | |||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) | |||||||
| Nine Months Ended | |||||||
| 2026 | 2025 | ||||||
| (Unaudited) | (Unaudited) | ||||||
| Cash flows from operating activities: | |||||||
| Net income (loss) | $ | 2,493,219 | $ | (2,161,740 | ) | ||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||
| Provision for credit losses | 1,350,000 | 1,350,000 | |||||
| Depreciation and amortization | 1,929,028 | 2,350,809 | |||||
| Stock-based compensation | 70,763 | 239,098 | |||||
| Change in fair value of put warrant liability | — | (970,769 | ) | ||||
| Amortization of warrant-based cost | — | 7,000 | |||||
| Amortization of debt issuance costs | 62,020 | 24,533 | |||||
| Non-cash lease benefit | (919,118 | ) | (118,114 | ) | |||
| Impairments of right-of-use assets and tenant leasehold improvements | — | 1,848,209 | |||||
| Loss of asset dispositions | 4,954 | — | |||||
| Changes in operating assets and liabilities: | |||||||
| Accounts receivable | (4,084,606 | ) | (1,447,929 | ) | |||
| Prepaid expenses | (18,317 | ) | (73,012 | ) | |||
| Other current assets | (113,447 | ) | 1,127,707 | ||||
| Deposits and other assets | 169,437 | 51,361 | |||||
| Accounts payable | 957,699 | (780,419 | ) | ||||
| Accrued expenses | 332,243 | 302,917 | |||||
| Due to students | (31,158 | ) | (279,218 | ) | |||
| Advances on tuition and deferred tuition | (401,852 | ) | (1,089,514 | ) | |||
| Other current liabilities | 345,179 | 282,210 | |||||
| Other long-term liabilities | (250,000 | ) | 39,472 | ||||
| Net cash provided by operating activities | 1,896,044 | 702,601 | |||||
| Cash flows from investing activities: | |||||||
| Purchases of courseware and accreditation | (48,783 | ) | (42,810 | ) | |||
| Purchases of property and equipment | (471,340 | ) | (801,380 | ) | |||
| Net cash used in investing activities | (520,123 | ) | (844,190 | ) | |||
| Cash flows from financing activities: | |||||||
| Repayment of portion of 15% Senior Secured Debentures | (1,500,000 | ) | (1,221,066 | ) | |||
| Payments of debt issuance costs | — | (100,000 | ) | ||||
| Net cash used in financing activities | (1,500,000 | ) | (1,321,066 | ) | |||
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (Unaudited) | |||||||
| Nine Months Ended | |||||||
| 2026 | 2025 | ||||||
| (Unaudited) | (Unaudited) | ||||||
| Net decrease in cash, cash equivalents and restricted cash | $ | (124,079 | ) | $ | (1,462,655 | ) | |
| Cash, cash equivalents and restricted cash at beginning of period | 1,074,873 | 2,619,427 | |||||
| Cash, cash equivalents and restricted cash at end of period | $ | 950,794 | $ | 1,156,772 | |||
| Supplemental disclosure of cash flow information: | |||||||
| Cash paid for interest | $ | 882,285 | $ | 1,043,289 | |||
| Cash paid for income taxes | $ | 65,442 | $ | 49,768 | |||
| Supplemental disclosure of non-cash investing and financing activities: | |||||||
| Accrued dividends | $ | 105,863 | $ | 119,979 | |||
| Common stock issued for accrued dividends | $ | 208,276 | $ | 208,046 | |||
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the accompanying consolidated balance sheet to the total amounts shown in the accompanying unaudited consolidated statements of cash flows:
| 2026 | 2025 | ||||
| (Unaudited) | (Unaudited) | ||||
| Cash and cash equivalents | $ | 612,792 | $ | 818,770 | |
| Restricted cash | 338,002 | 338,002 | |||
| Total cash, cash equivalents and restricted cash | $ | 950,794 | $ | 1,156,772 | |
Source: