GlobeNewswire Inc | Dec 14, 2021 04:01PM EST

December 14, 2021

-- Revenue increased to $18.9 million compared to $17.0 million last year -- Business units with highest LTV degrees accounted for 54% of revenue -- Net loss of ($2.9) million, an improvement of $1.5 million year-over-year

NEW YORK, Dec. 14, 2021 (GLOBE NEWSWIRE) -- Aspen Group, Inc. (Nasdaq: ASPU) (AGI), an education technology holding company, today announced financial results for its second quarter fiscal year 2022 ended October 31, 2021.

Second Quarter Fiscal Year 2022 Summary Results

Three Months Ended October Six Months Ended October 31, 31, 2021 2020 2021 2020$ in millions, except per share dataRevenue $ 18.9 $ 17.0 $ 38.4 $ 32.1 Gross Profit^1 $ 9.7 $ 9.3 $ 20.1 $ 18.3 Gross Margin (%)^1 51 % 55 % 52 % 57 %Net Income (Loss) $ (2.9 ) $ (4.4 ) $ (3.7 ) $ (5.3 )Earnings (Loss) per $ (0.11 ) $ (0.19 ) $ (0.15 ) $ (0.23 )ShareEBITDA^2 $ (1.9 ) $ (2.3 ) $ (1.8 ) $ (2.3 )Adjusted EBITDA^2 $ (0.7 ) $ 0.2 $ (0.2 ) $ 1.5

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1 GAAP gross profit calculation includes marketing and promotional costs, instructional costs and services, and amortization expense of $0.5 million and $0.9 million, and $0.4 million and $0.7 million, for the three and six months ended October 31, 2021 and 2020, respectively.2 Non-GAAP financial measure. See reconciliations of GAAP to non-GAAP financial measures under "Non-GAAPFinancial Measures" starting on page 5.

In the second quarter, our high-LTV degree programs increased to 54% of total revenue fueled by continued strong growth in our BSN Pre-Licensure and MSN Family Nurse Practitioner (FNP) programs, which combined with careful management of our costs, reduced our net loss by 35% year-over-year, said Michael Mathews, Chairman and CEO of AGI. Beginning in the second half of June, the rapid rise in COVID hospitalizations increased the workload of licensed registered nurses (RNs) on the front lines of patient care. RNs represented 69% of our total active student body at the end of the second quarter of fiscal year 2022 and are the total population of our students primarily impacted by the COVID pandemic trends. As a result, our pace of enrollments and class starts slowed in the second quarter, similar to the effect seen across the entire nursing higher education sector during the same period.

Two primary dynamics in the nursing sector favor the Aspen Group business model, continued Mr. Mathews. First, the ongoing nursing shortage provides a strong backdrop for the continued expansion of our high-LTV BSN Pre-Licensure nursing program. Second, RNs interested in moving to private clinics and the growing awareness within health care organizations of the economic benefits of hiring FNPs will be drivers for continued growth in our FNP degree program. When the COVID headwinds diminish, we anticipate that Aspen Groups revenue growth will accelerate, supported by our BSN Pre-Licensure expansion which has been relatively unaffected by COVID to date.

COVID-19 Update

Nursing students represented 87% or 12,442 of the Companys total student body of 14,318 students at the end of the second quarter of fiscal 2022. Of the 12,442 nursing students, 2,500 are BSN Pre-Licensure students located across our four metro locations (Phoenix, Austin, Tampa, and Nashville). The remaining 9,942 nursing students are RNs studying to earn an advanced degree (RN to BSN, MSN, MSN-FNP, or DNP degree programs). Therefore, these 9,942 post-licensure nursing students represent 69% of the Companys total student body and are the population of AGI students primarily affected by the COVID-19 pandemic.

Starting in the second half of June 2021 and continuing through October 2021, the Company saw lower course starts than seasonally expected among our RN student body. For example, at Aspen University, course starts among RNs from June through October increased by approximately 3% year-over-year. By comparison, over the previous two full fiscal years (Fiscal year 2021 and Fiscal 2020), course starts among RNs at Aspen University increased by an average of approximately 10% year-over-year.

In terms of new student enrollments, the Company saw enrollment growth on a quarterly sequential basis in all BSN Pre-Licensure metros as these prospective students continue to communicate a strong desire to enter the nursing profession. However, aggregate enrollments among RNs at both Aspen University and United States University were relatively flat on a quarterly sequential basis.

We cannot be certain what impact the Delta variant and other variants will have on the Companys results as we progress through the second half of fiscal 2022.

Outlook for Fiscal Year 2022

The Company anticipates continued growth in USU's MSN-FNP program and AUs BSN Pre-Licensure program as we execute our strategy to expand our two highest LTV programs for the remainder of fiscal year 2022. While the COVID-19 pandemic may continue to impact post-licensure revenue growth, the Company intends to prudently manage discretionary G&A spending in the coming months to minimize the impact of any revenue shortfalls. However, we will not eliminate spending critical to the execution of the Companys long-term strategy.

Though we cannot be certain how the pandemic will continue to unfold, we have seen our class starts and enrollments in post-licensure programs impacted by COVID during the first two quarters of fiscal year 2022. Given the difficulty in foreseeing when this external headwind will diminish, we are revising our guidance for the remainder of fiscal year 2022, as indicated in the table below.

Dollar amounts inmillions, except per share Prior Guidance Range Revised Guidance RangedataRevenue $ 85.0 $ 88.0 $ 77.0 $ 80.0 Net Income (Loss)^ 1 $ (4.5 ) $ (3.0 ) $ (9.0 ) $ (7.0 )GAAP Earnings (Loss) per $ (0.18 ) $ (0.12 ) $ (0.38 ) $ (0.29 )Share^1EBITDA^1 $ (1.6 ) $ 0.4 $ (5.0 ) $ (3.0 )Adjusted EBITDA^1 $ 2.0 $ 4.0 $ (2.0 ) $ 0.0

1 Non-GAAP financial measure. See reconciliations of GAAP to Non-GAAP financial measures under "Non-GAAPFinancial Measures" starting on page 5.

Fiscal Q2 2022 Financial and Operational Results (compared to Fiscal Q2 2021)

Revenue increased to $18.9 million for Fiscal Q2 2022 compared to $17.0 million for Fiscal Q2 2021. United States University (USU) revenue for the quarter, which includes the high LTV MSN-FNP program, accounted for 33%, or $6.2 million versus 29%, or $4.9 million of consolidated revenue in the prior year period. Aspen Universitys (AU) revenue in the second quarter of fiscal year 2022, which includes the high LTV BSN Pre-Licensure program, accounted for 67%, or $12.8 million, versus 71% or $12.1 million of consolidated revenue in the prior year period.

GAAP gross profit increased 4% to $9.7 million for Fiscal Q2 2022 compared to $9.3 million for Fiscal Q2 2021. Gross margin was 51% for Fiscal Q2 2022 compared to 55% for Fiscal Q2 2021. Gross margin in Fiscal Q2 2022 was impacted by higher instructional costs related to the BSN Pre-Licensure program. AU gross margin was 50% of AU revenue for Fiscal Q2 2022 versus 56% in Fiscal Q2 2021, and USU gross margin was 58% of USU revenue for Fiscal Q2 2022 versus 56% in Fiscal Q2 2021.

Net loss and net loss per share were ($2.9) million and ($0.11), respectively, for Fiscal Q2 2022 compared to ($4.4) million and ($0.19), respectively, for Fiscal Q2 2021. AU generated net income of $1.3 million for Fiscal Q2 2022 versus $2.2 million in Fiscal Q2 2021, and USU generated net income of $0.9 million for Fiscal Q2 2022 versus $0.6 million in Fiscal Q2 2021. AGI corporate incurred a net loss of ($5.1) million for Fiscal Q2 2022 as compared to ($7.1) million in the prior year period.

EBITDA was ($1.9) million and (10%) margin for Fiscal Q2 2022 compared to EBITDA of ($2.3) million and (13%) margin for Fiscal Q2 2021.

For Fiscal Q2 2022, AU generated EBITDA of $2.0 million and 16% margin as compared to $2.7 million or 23% margin in Fiscal Q2 2021. USU generated EBITDA of $1.0 million and 16% margin, as compared to $0.6 million or 12% margin in Fiscal Q2 2021. AGI corporate incurred EBITDA of ($4.9) million as compared to ($5.6) million in Fiscal Q2 2021.

Adjusted EBITDA was ($0.7) million and (4%) margin for Fiscal Q2 2022 compared to Adjusted EBITDA of $0.2 million and 1% margin for Fiscal Q2 2021.

For Fiscal Q2 2022, AU generated Adjusted EBITDA of $2.3 million and 18% margin, as compared to $3.4 million or 28% margin in Fiscal Q2 2021. USU generated Adjusted EBITDA of $1.1 million and 18% margin, as compared to $0.7 million or 14% margin in Fiscal Q2 2021. AGI corporate incurred Adjusted EBITDA of ($4.1) million as compared to ($3.9) million in Fiscal Q2 2021.

Operating Metrics

New student enrollments at AU grew sequentially by 9% primarily as a result of rising enrollments in the three new pre-licensure metros (Austin, Nashville and Tampa). AU year-over-year new enrollments were down 13% as a result of the planned reduction of BSN Pre-Licensure enrollments in the Phoenix metro year-over-year and the impact of COVID-19 (specifically the effect the Delta variant surge has had among prospective RN students starting in June 2021). New student enrollments at USU decreased by 7% sequentially and 3% year-over-year, from 649 a year ago to 630. New RN student enrollments at USU were similarly impacted by COVID-19.

On a Company-wide basis, new student enrollments increased sequentially from 2,276 to 2,380 or 5%, primarily as a result of sequential enrollment growth in the three new pre-licensure metros. On a year-over-year basis, new student enrollments for the Company were down 10% due to the planned enrollment reduction in the Phoenix pre-licensure metro and the COVID-19 impact.

New student enrollments for the past five quarters are shown below:

New Student Quarterly Enrollments Q2'21 Q3'21 Q4'21 Q1'22 Q2'22Aspen University 2,010 1,593 1,593 1,601 1,750 USU 649 536 589 675 630 Total 2,659 2,129 2,182 2,276 2,380

AGIs overall active degree-seeking student body (includes both Aspen University and USU) grew 8% year-over-year to 14,318 as of October31, 2021 from 13,238 as of October31, 2020 and students seeking nursing degrees were 12,442 or 87% of total active students at both universities. Of the 12,442 students seeking nursing degrees, 9,942 are RNs studying to earn an advanced degree, including 7,031 at Aspen University and 2,911 at USU, while the remaining 2,500 nursing students are enrolled in Aspen Universitys BSN Pre-Licensure program in the Phoenix, Austin, Tampa and Nashville metros.

The chart below shows five quarters of active student body results. Active student body is comprised of active degree-seeking students, enrolled in a course at the end of the second quarter of fiscal year 2022 or are registered for an upcoming course.

A chartaccompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/63686639-7411-4cde-8cf5-c1457c44657e

Liquidity

At October 31, 2021, the Company had cash and cash equivalents of $11.0 million, and restricted cash of $1.4 million. Cash used in operations for the six months ended October 31, 2021 was $3.5 million, which is attributed to changes in working capital to support increased revenue.

On August 31, 2021, the Company drew down $5 million on the credit facility and extended the maturity by one year to November 4, 2022. These funds are expected to be used for general business purposes, including the roll out of the new campuses. The Company anticipates that the Aspen 2.0 business plan, to invest only in our highest LTV programs while continuing to control expenses, will reduce the need to borrow funds in the future.

Conference Call

Aspen Group, Inc. will host a conference call to discuss its second quarter fiscal 2022 results and business outlook on Tuesday, December 14, 2021, at 4:30 p.m. ET. Aspen Group, Inc. will issue a press release reporting results after the market closes on that day. The conference call can be accessed by dialing toll-free (844) 452-6823 (U.S.) or (731) 256-5216 (International), passcode 4291098.

Subsequent to the call, a transcript of the audio cast will be available from the Companys website at www.aspu.com. There will also be a seven-day dial-in replay which can be accessed by dialing toll-free (855) 859-2056 (U.S.) or (404) 537-3406 (International), passcode 4291098.

For additional information on the financial statements and performance, please refer to the Aspen Group, Inc. Form 10-Q for the second quarter of fiscal year 2022 and Q2 2022 Financial Results Presentation published on the Companys website at www.aspu.com, on the Presentations page under Company Info.

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 companys 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, 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 SEC rules.

AGI defines Adjusted EBITDA as EBITDA excluding: (1) bad debt expense; (2) stock-based compensation; and (3) non-recurring charges or gains. The following table presents a reconciliation of net loss to EBITDA and Adjusted EBITDA and of net loss margin to the Adjusted EBITDA margin:

Three Months Ended October 31, Six Months Ended October 31, 2021 2020 2021 2020Net loss $ (2,852,258 ) $ (4,370,525 ) $ (3,723,146 ) $ (5,313,721 )Interest 138,064 1,529,517 170,196 1,984,740 expense, netTaxes 5,900 36,530 156,910 34,630 Depreciationand 817,234 526,357 1,596,643 1,016,981 amortizationEBITDA (1,891,060 ) (2,278,121 ) (1,799,397 ) (2,277,370 )Bad debt 350,000 632,000 700,000 1,032,000 expenseStock-based 722,158 1,831,548 1,264,870 2,318,658 compensationNon-recurringcharges - ? ? 19,665 44,000 SeveranceNon-recurring(income) 103,754 ? (394,366 ) 375,437 charges -OtherAdjusted $ (715,148 ) $ 185,427 $ (209,228 ) $ 1,492,725 EBITDANet loss (15 ) (26 ) (10 ) (17 )Margin % % % %Adjusted (4 ) 1 % (1 ) 5 %EBITDA Margin % %

The following tables present a reconciliation of net loss to EBITDA and Adjusted EBITDA and of net income (loss) margin to the Adjusted EBITDA margin by subsidiary:

Three Months Ended October 31, 2021 Consolidated AGI Corporate AU USUNet income $ (2,852,258 ) $ (5,059,164 ) $ 1,329,813 $ 877,093 (loss)Interest 138,064 139,239 (739 ) (436 )expense, netTaxes 5,900 1,249 3,400 1,251 Depreciationand 817,234 38,141 681,107 97,986 amortizationEBITDA (1,891,060 ) (4,880,535 ) 2,013,581 975,894 Bad debt 350,000 ? 250,000 100,000 expenseStock-based 722,158 672,967 23,298 25,893 compensationNon-recurringcharges - ? ? ? ? SeveranceNon-recurring 103,754 58,325 45,429 ? income - OtherAdjusted EBITDA $ (715,148 ) $ (4,149,243 ) $ 2,332,308 $ 1,101,787 Net income (15 ) NM 10 % 14 %(loss) Margin %Adjusted EBITDA (4 ) NM 18 % 18 %Margin %

________________________________NM - Not meaningful

Three Months Ended October 31, 2020 Consolidated AGI Corporate AU USUNet income (loss) $ (4,370,525 ) $ (7,136,251 ) $ 2,207,770 $ 557,956 Interest expense, 1,529,517 1,529,519 ? (2 )netTaxes 36,530 12,550 23,780 200 Depreciation and 526,357 13,391 481,673 31,293 amortizationEBITDA (2,278,121 ) (5,580,791 ) 2,713,223 589,447 Bad debt expense 632,000 ? 572,000 60,000 Stock-based 1,831,548 1,684,400 86,317 60,831 compensationNon-recurringcharges - ? ? ? ? SeveranceNon-recurring ? ? ? ? charges - OtherAdjusted EBITDA $ 185,427 $ (3,896,391 ) $ 3,371,540 $ 710,278 Net income (loss) (26 ) NM 18 % 11 %Margin %Adjusted EBITDA 1 % NM 28 % 14 %Margin

Six Months Ended October 31, 2021 Consolidated AGI Corporate AU USUNet income $ (3,723,146 ) $ (9,517,700 ) $ 3,664,270 $ 2,130,284 (loss)Interest 170,196 172,511 (1,739 ) (576 )expense, netTaxes 156,910 2,412 153,207 1,291 Depreciationand 1,596,643 69,184 1,344,800 182,659 amortizationEBITDA (1,799,397 ) (9,273,593 ) 5,160,538 2,313,658 Bad debt 700,000 ? 500,000 200,000 expenseStock-based 1,264,870 1,116,246 92,893 55,731 compensationNon-recurringcharges - 19,665 ? ? 19,665 SeveranceNon-recurring (394,366 ) 58,325 (452,691 ) ? income - OtherAdjusted EBITDA $ (209,228 ) $ (8,099,022 ) $ 5,300,740 $ 2,589,054 Net income (10 ) NM 14 % 17 %(loss) Margin %Adjusted EBITDA (1 ) NM 20 % 21 %Margin %

Six Months Ended October 31, 2020 Consolidated AGI Corporate AU USUNet income (loss) $ (5,313,721 ) $ (11,391,986 ) $ 4,517,533 $ 1,560,732 Interest expense, net 1,984,740 1,984,742 ? (2 )Taxes 34,630 10,650 23,780 200 Depreciation and 1,016,981 26,483 931,727 58,771 amortizationEBITDA (2,277,370 ) (9,370,111 ) 5,473,040 1,619,701 Bad debt expense 1,032,000 ? 912,000 120,000 Stock-based 2,318,658 2,076,443 147,634 94,581 compensationNon-recurring charges 44,000 44,000 ? ? - SeveranceNon-recurring charges 375,437 375,437 ? ? - OtherAdjusted EBITDA $ 1,492,725 $ (6,874,231 ) $ 6,532,674 $ 1,834,282 Net income (loss) (17 ) NM 20 % 17 %Margin %Adjusted EBITDA 5 % NM 29 % 20 %Margin

In Full Fiscal Q2 2022, the non-recurring income of $498,120 is from a litigation settlement, which is included in other income (expense), net. In Full Fiscal Q2 2021, an additional non-recurring charge of $25,966 was included in interest expense, net, which arose from the acceleration of amortization resulting from the exercise of warrants issued to a lender.

Definitions

Lifetime Value ("LTV") is calculated as the weighted average total amount of tuition and fees paid by every new student that enrolls in the Companys universities, after giving effect to attrition.

Bookings is defined by multiplying LTV by new student enrollments for each operating unit.

Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. We believe Adjusted EBITDA margin is 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.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including revenue growth, the growth of the pre-licensure and FNP programs, post COVID-19 pre-licensure campus expansions, the effect of COVID-19 on the second half of fiscal 2022, G&A spending, the Aspen 2.0 business plan and anticipated reduction in the need to borrow funds, our liquidity, and our estimates as to Lifetime Value and bookings. The words believe, may, estimate, continue, anticipate, intend, should, plan, could, target, potential, is likely, will, expect and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include our ability to successfully implement the Aspen 2.0 business plan, the continued demand of nursing students, the effectiveness of our collection efforts and process improvements, student attrition, national and local economic factors including the substantial impact of the COVID-19 pandemic on working nurses and the economy, competition from nursing schools in local markets, the competitive impact from the trend of major non-profit universities using online education and consolidation among our competitors, unfavorable regulatory changes, the continued effectiveness of our marketing efforts, and potential loss of employees as a result of the COVID-19 vaccine mandate. Other risks are included in our filings with the SEC including our Form 10-K for the year ended April 30, 2021, and the Form 10-Q for the fiscal quarter ended October 31, 2021. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

About Aspen Group, Inc.

Aspen Group, Inc. is an education technology holding company that leverages its infrastructure and expertise to allow its two universities, Aspen University and United States University, to deliver on the vision of making college affordable again.

Investor Relations Contact

Kim RogersManaging DirectorHayden IR385-831-7337Kim@HaydenIR.com

GAAP Financial Statements

ASPEN GROUP, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS October 31, April 30, 2021 2021 (Unaudited) Assets Current assets: Cash and cash equivalents $ 10,985,131 $ 12,472,082 Restricted cash 1,433,397 1,193,997 Accounts receivable, net of allowance of 21,309,982 16,724,744 $3,345,182 and $3,289,816, respectivelyPrepaid expenses 1,577,516 1,077,831 Other current assets 20,631 68,529 Total current assets 35,326,657 31,537,183 Property and equipment: Computer equipment and hardware 1,402,006 956,463 Furniture and fixtures 1,976,342 1,705,101 Leasehold improvements 7,057,859 5,729,324 Instructional equipment 608,894 421,039 Software 9,386,352 8,488,635 Construction in progress 900 247,767 20,432,353 17,548,329 Less: accumulated depreciation and amortization (6,672,208 ) (4,892,987 )Total property and equipment, net 13,760,145 12,655,342 Goodwill 5,011,432 5,011,432 Intangible assets, net 7,907,503 7,908,360 Courseware, net 299,914 187,296 Accounts receivable, net of allowance of $? and ? 45,329 $625,963, respectivelyLong-term contractual accounts receivable 12,663,815 10,249,833 Deferred financing costs 117,857 18,056 Operating lease right of use assets, net 13,510,656 12,714,863 Deposits and other assets 515,569 479,212 Total assets $ 89,113,548 $ 80,806,906

ASPEN GROUP, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS (CONTINUED) October 31, April 30, 2021 2021 (Unaudited) Liabilities and Stockholders? Equity Liabilities: Current liabilities: Accounts payable $ 2,102,624 $ 1,466,488 Accrued expenses 1,772,808 2,040,896 Deferred revenue 10,191,241 6,825,014 Due to students 3,219,643 2,747,484 Operating lease obligations, current portion 2,145,431 2,029,821 Other current liabilities 96,003 307,921 Total current liabilities 19,527,750 15,417,624 Long-term debt 5,000,000 ? Operating lease obligations, less current 17,732,483 16,298,808 portionTotal liabilities 42,260,233 31,716,432 Commitments and contingencies Stockholders? equity: Preferred stock, $0.001 par value; 1,000,000 shares authorized,0 issued and 0 outstanding at October31, 2021 ? ? and April30, 2021Common stock, $0.001 par value; 40,000,000 shares authorized,25,148,194 issued and 24,992,708 outstanding at October31, 202125,066,297 issued and 24,910,811 outstanding at 25,149 25,067 April30, 2021Additional paid-in capital 110,526,729 109,040,824 Treasury stock (155,486 at both October31, 2021 (1,817,414 ) (1,817,414 )and April30, 2021)Accumulated deficit (61,881,149 ) (58,158,003 )Total stockholders? equity 46,853,315 49,090,474 Total liabilities and stockholders? equity $ 89,113,548 $ 80,806,906

ASPEN GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited) Three Months Ended October 31, Six Months Ended October 31, 2021 2020 2021 2020Revenue $ 18,940,211 $ 16,971,045 $ 38,371,206 $ 32,136,607 Operating expenses:Cost ofrevenue(exclusive ofdepreciationand 8,789,201 7,324,780 17,382,769 13,172,303 amortizationshownseparatelybelow)General and 11,641,312 11,285,155 22,587,789 20,078,911 administrativeBad debt 350,000 632,000 700,000 1,032,000 expenseDepreciationand 817,234 526,357 1,596,643 1,016,981 amortizationTotaloperating 21,597,747 19,768,292 42,267,201 35,300,195 expenses Operating loss (2,657,536 ) (2,797,247 ) (3,895,995 ) (3,163,588 ) Other income (expense):Interest (139,502 ) (1,529,668 ) (173,041 ) (1,985,125 )expenseOther(expense) (49,320 ) (7,080 ) 502,800 (130,378 )income, netTotal other(expense) (188,822 ) (1,536,748 ) 329,759 (2,115,503 )income, net Loss before (2,846,358 ) (4,333,995 ) (3,566,236 ) (5,279,091 )income taxes Income tax 5,900 36,530 156,910 34,630 expense Net loss $ (2,852,258 ) $ (4,370,525 ) $ (3,723,146 ) $ (5,313,721 ) Net loss pershare - basic $ (0.11 ) $ (0.19 ) $ (0.15 ) $ (0.23 )and diluted Weightedaverage numberof commonstock 24,957,046 22,791,503 24,935,793 22,763,235 outstanding -basic anddiluted

ASPEN GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS? EQUITYThree Months Ended October31, 2021 and 2020(Unaudited) Common Stock Additional Total Paid-In Treasury Accumulated Stockholders? Shares Amount Capital Stock Deficit Equity

Balance atJuly 31, 25,087,051 $ 25,088 $ 109,617,521 $ (1,817,414 ) $ (59,028,891 ) $ 48,796,304 2021Stock-based ? ? 722,158 ? ? 722,158 compensationCommon stockissued forstock 11,655 12 33,474 ? ? 33,486 optionsexercisedfor cashCommon stockissued forcashless 30,156 30 (30 ) ? ? ? stockoptionsexercisedCommon stockissued forvested 19,332 19 (19 ) ? ? ? restrictedstock unitsAmortizationof warrant ? ? 16,125 ? ? 16,125 based costWarrantsissued fordeferredfinancing ? ? 137,500 ? ? 137,500 costsrelated toCreditFacilityNet loss ? ? ? ? (2,852,258 ) (2,852,258 )Balance atOctober 31, 25,148,194 $ 25,149 $ 110,526,729 $ (1,817,414 ) $ (61,881,149 ) $ 46,853,315 2021 Common Stock Additional Total Paid-In Treasury Accumulated Stockholders? Shares Amount Capital Stock Deficit Equity

Balance atJuly 31, 22,377,744 $ 22,378 $ 92,378,584 $ (70,000 ) $ (48,652,226 ) $ 43,678,736 2020Stock-based ? ? 1,831,548 ? ? 1,831,548 compensationCommon stockissued forstock 502,412 502 944,830 ? ? 945,332 optionsexercisedfor cashCommon stockissued forcashless 22,339 22 (22 ) ? ? ? stockoptionsexercisedCommon stockissued forconversion 1,398,602 1,399 9,998,601 ? ? 10,000,000 ofConvertibleNotesCommon stockissued forvested 132,109 132 (132 ) ? ? ? restrictedstock unitsAmortizationof warrant ? ? 9,125 ? ? 9,125 based costCancellationof Treasury (16,667 ) (17 ) (69,983 ) 70,000 ? ? StockNet loss ? ? ? ? (4,370,525 ) (4,370,525 )Balance atOctober 31, 24,416,539 $ 24,416 $ 105,092,551 $ ? $ (53,022,751 ) $ 52,094,216 2020

ASPEN GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS? EQUITY (CONTINUED)Six Months Ended October31, 2021 and 2020(Unaudited) Common Stock Additional Total Paid-In Treasury Accumulated Stockholders? Shares Amount Capital Stock Deficit Equity

Balance atApril 30, 25,066,297 $ 25,067 $ 109,040,824 $ (1,817,414 ) $ (58,158,003 ) $ 49,090,474 2021Stock-based ? ? 1,264,870 ? ? 1,264,870 compensationCommon stockissued forstock 16,752 17 56,017 ? ? 56,034 optionsexercisedfor cashCommon stockissued forcashless 30,156 30 (30 ) ? ? ? stockoptionsexercisedCommon stockissued forvested 34,989 35 (35 ) ? ? ? restrictedstock unitsAmortizationof warrant ? ? 27,583 ? ? 27,583 based costWarrantsissued fordeferredfinancing ? ? 137,500 ? ? 137,500 costsrelated toCreditFacilityNet loss ? ? ? ? (3,723,146 ) (3,723,146 )Balance atOctober 31, 25,148,194 $ 25,149 $ 110,526,729 $ (1,817,414 ) $ (61,881,149 ) $ 46,853,315 2021 Common Stock Additional Total Paid-In Treasury Accumulated Stockholders? Shares Amount Capital Stock Deficit Equity

Balance atApril 30, 21,770,520 $ 21,771 $ 89,505,216 $ (70,000 ) $ (47,709,030 ) $ 41,747,957 2020Stock-based ? ? 2,318,658 ? ? 2,318,658 compensationCommon stockissued forstock 917,587 918 2,214,397 ? ? 2,215,315 optionsexercisedfor cashCommon stockissued forcashless 22,339 22 (22 ) ? ? ? stockoptionsexercisedCommon stockissued forconversion 1,398,602 1,399 9,998,601 ? ? 10,000,000 ofConvertibleNotesCommon stockissued forvested 132,109 132 (132 ) ? ? ? restrictedstock unitsCommon stockissued forwarrants 192,049 191 1,081,600 ? ? 1,081,791 exercisedfor cashModificationcharge for ? ? 25,966 ? ? 25,966 warrantsexercisedAmortizationof warrant ? ? 18,250 ? ? 18,250 based costCancellationof Treasury (16,667 ) (17 ) (69,983 ) 70,000 ? ? StockNet loss ? ? ? ? (5,313,721 ) (5,313,721 )Balance atOctober 31, 24,416,539 $ 24,416 $ 105,092,551 $ ? $ (53,022,751 ) $ 52,094,216 2020

ASPEN GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited) Six Months Ended October 31, 2021 2020Cash flows from operating activities: Net loss $ (3,723,146 ) $ (5,313,721 )Adjustments to reconcile net loss to net cash used in operating activities:Bad debt expense 700,000 1,032,000 Depreciation and amortization 1,596,643 1,016,981 Stock-based compensation 1,264,870 2,318,658 Amortization of warrant based cost 27,583 18,250 Amortization of debt discounts ? 1,550,854 Amortization of debt issue costs 18,056 147,695 Amortization of deferred financing costs 19,643 ? Modification charge for warrants exercised ? 25,966 Loss on asset disposition 36,442 ? Lease benefit (63,099 ) ? Tenant improvement allowances received from 816,591 ? landlordsChanges in operating assets and liabilities: Accounts receivable (7,699,220 ) (8,246,180 )Prepaid expenses (520,685 ) (654,268 )Other receivables ? 23,097 Other current assets 47,901 (273,767 )Accounts receivable, other 45,329 ? Deposits and other assets (15,357 ) (171,303 )Accounts payable 636,136 838,421 Accrued expenses (268,088 ) 1,282,983 Due to students 472,159 (301,619 )Deferred revenue 3,366,227 4,915,504 Other current liabilities (211,918 ) (286,372 )Net cash used in operating activities (3,453,933 ) (2,076,821 )Cash flows from investing activities: Purchases of courseware and accreditation (149,751 ) (11,375 )Purchases of property and equipment (2,699,901 ) (2,233,348 )Net cash used in investing activities (2,849,652 ) (2,244,723 )Cash flows from financing activities: Borrowings under the Credit Facility 5,000,000 ? Proceeds from stock options exercised 56,034 2,215,315 Proceeds from warrants exercised ? 1,081,792 Net cash provided by financing activities 5,056,034 3,297,107

ASPEN GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)(Unaudited) Six Months Ended October 31, 2021 2020Net decrease in cash, cash equivalents and $ (1,247,551 ) $ (1,024,437 )restricted cashCash, cash equivalents and restricted cash at 13,666,079 17,906,765 beginning of periodCash, cash equivalents and restricted cash at $ 12,418,528 $ 16,882,328 end of period Supplemental disclosure cash flow information: Cash paid for interest $ 98,904 $ 285,749 Cash paid for income taxes $ 157,552 $ 38,608 Supplemental disclosure of non-cash investing and financing activities:Common stock issued for conversion of $ ? $ 10,000,000 Convertible NotesWarrants issued as part of Credit Facility $ 137,500 $ ?

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:

October 31, 2021 April 30, 2021Cash and cash equivalents $ 10,985,131 $ 12,472,082 Restricted cash 1,433,397 1,193,997 Total cash, cash equivalents and restricted $ 12,418,528 $ 13,666,079 cash