UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): November 3, 2020
 
Strategic Education, Inc.
(Exact Name of Registrant as Specified in Charter)
 
Maryland
 
0-21039
 
52-1975978
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
2303 Dulles Station Boulevard
Herndon, VA 20171
 (Address of Principal Executive Offices) (Zip Code)
 
(703) 561-1600
 (Registrant’s telephone number, including area code)
 
N/A
 (Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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, $0.01 par value
  STRA
  The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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. ☐




Item 1.01.
Entry into a Material Definitive Agreement.
 
On November 3, 2020, Strategic Education, Inc. (“Strategic Education”) entered into a Third Amendment to Second Amended and Restated Revolving Credit and Term Loan Agreement and Amendment to Other Loan Documents (the “Amendment”) with certain of its subsidiaries party thereto as subsidiary guarantors, Truist Bank (as successor by merger to SunTrust Bank), as administrative agent (the “Administrative Agent”), and the other lenders party thereto. The Amendment amends the Second Amended and Restated Revolving Credit and Term Loan Agreement, dated November 8, 2012 (as amended by the First Amendment to Second Amended and Restated Revolving Credit and Term Loan Agreement, dated July 2, 2015, the Second Amendment to Second Amended and Restated Revolving Credit and Term Loan Agreement, dated August 1, 2018, and the Supplement Agreement, dated August 10, 2020, the “Credit Agreement”), among Strategic Education, the lenders party thereto and the Administrative Agent. The Credit Agreement, which was described in Strategic Education’s Current Reports on Form 8-K filed on August 1, 2018 and August 10, 2020, provided, among other things, for a $350 million senior secured revolving credit facility (the “Revolving Credit Facility”) with a maturity date of August 1, 2023.
 
The Amendment, among other things, (i) extends the maturity date of the Revolving Credit Facility from August 1, 2023 to November 3, 2025, (ii) provides Strategic Education with an option, subject to obtaining additional loan commitments and satisfaction of certain conditions, to increase the commitments under the Revolving Credit Facility or establish one or more incremental term loans (each, an “Incremental Facility”) in the future in an aggregate amount of up to the sum of (x) the greater of (A) $300 million and (B) 100% of Strategic Education’s consolidated EBITDA (earnings before interest, taxes, depreciation, amortization, and noncash charges, such as stock-based compensation) calculated on a trailing four-quarter basis and on a pro forma basis, and (y) if such Incremental Facility is incurred in connection with a permitted acquisition or other permitted investment, any amounts so long as Strategic Education’s leverage ratio (calculated on a trailing four-quarter basis) on a pro forma basis will be no greater than 1.75:1.00, (iii) provides for a subfacility for borrowings in certain foreign currencies in an amount equal to the U.S. dollar equivalent of $150 million, and (iv) amends certain negative covenants and events of default. In addition, the Credit Agreement, as amended by the Amendment, requires that Strategic Education satisfy certain financial maintenance covenants, including:

A leverage ratio of not greater than 2.00:1.00. Leverage ratio is defined as the ratio of total debt (net of unrestricted cash in an amount not to exceed $150 million) to trailing four-quarter EBITDA.

A coverage ratio of not less than 1.75:1.00. Coverage ratio is defined as the ratio of trailing four-quarter EBITDA and rent expense to trailing four-quarter interest and rent expense.

A U.S. Department of Education Financial Responsibility Composite Score of not less than 1.0 for any fiscal year and not less than 1.5 for any two consecutive fiscal years.
 
In addition, the Administrative Agent and other lenders party to the Credit Agreement consented to the consummation of Strategic Education’s acquisition of the Australia and New Zealand operations (collectively, the “Business”) of Laureate Education, Inc. (“Laureate”) pursuant to the sale and purchase agreement, dated July 29, 2020 (the “Purchase Agreement”), by and among Strategic Education, SEI Newco Inc. (“Purchaser”), LEI AMEA INVESTMENTS B.V. and Laureate.
 
Except as amended by the Amendment, the remaining terms of the Credit Agreement remain in full force and effect.
 
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which will be filed as an exhibit to Strategic Education’s Form 10-Q for the quarter ended September 30, 2020. In addition, a conformed copy of the Credit Agreement will appear as Exhibit A of the Amendment.

Item 2.01.
Completion of Acquisition or Disposition of Assets.
 
On November 3, 2020, Strategic Education completed the previously announced acquisition of the Business from Laureate. Pursuant to the Purchase Agreement, the aggregate consideration paid by Purchaser is approximately $662.0 million in cash, which reflects the original agreed upon purchase price of $642.7 million, plus a $19.3 million adjustment reflecting an estimated $16 million of net cash at close, and an estimated $3.3 million related to higher net working capital. These estimated adjustments will be subject to a final true-up of net cash and net working capital, based on the actual closing accounts to be agreed upon no more than 60 days following close.  Strategic Education funded the aggregate consideration paid in the transaction using cash on hand and borrowings under the Revolving Credit Facility.
 
The foregoing summary description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit 2.1 to Strategic Education’s amended Current Report on Form 8-K filed with the Securities and Exchange Commission on August 5, 2020, and is incorporated by reference herein.
 
Item 2.02.                                 Results of Operations and Financial Condition. 
 
On November 5, 2020, Strategic Education issued a press release announcing its financial results for the period ended September 30, 2020. A copy of the press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference into this Item 2.02.


The information furnished under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by Strategic Education under the Securities Act of 1933, as amended.

Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
The information set forth under Item 1.01 of this Current Report is incorporated in this Item 2.03 by reference. On November 3, 2020, Strategic Education borrowed $141.8 million under the Revolving Credit Facility in part to fund a portion of the purchase price for the Business.
 
Item 9.01.     Financial Statements and Exhibits.
 
 (d) Exhibits.

Exhibit
Number
 
Description
  
   
 
   
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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 hereunto duly authorized.
 
 

 
STRATEGIC EDUCATION, INC.
Date: November 5, 2020
 
 
 
 
 
 
By:
/s/ Daniel W. Jackson
 
 
Daniel W. Jackson
 
 
Executive Vice President and Chief Financial Officer
 
 Exhibit 99.1

Strategic Education, Inc. Reports Third Quarter 2020 Results and Announces Closure of Australia/New Zealand Acquisition

HERNDON, Va.--(BUSINESS WIRE)--November 5, 2020--Strategic Education, Inc. (Strategic Education) (NASDAQ: STRA) today announced financial results for the period ended September 30, 2020 and closure of the acquisition of the Australia and New Zealand academic operations from Laureate Education, Inc. (Laureate) (NASDAQ: LAUR).

“We are excited to announce that Strategic Education’s acquisition of Laureate’s Australia/New Zealand institutions closed on November 3, 2020. The addition of these highly-regarded academic institutions to our portfolio enhances our position as a global leader in post-secondary education and provides an additional growth platform as we pursue our mission of enabling economic mobility with education,” said Karl McDonnell, Chief Executive Officer of Strategic Education. “As our organization continues to adapt to the challenges presented by the COVID-19 pandemic, we are encouraged by consistent performance at Capella University and in Australia/New Zealand, and are restructuring our organization to focus on areas of existing strength in our core business and new opportunities including employer initiatives, Sophia Learning, and digital enablement partnerships.”

UPDATE ON IMPACT OF PANDEMIC

The Company continues to take action to ensure the health and well-being of its students and employees during the ongoing pandemic. Since our last earnings release in July, the Company has taken a number of steps to safely return certain parts of the organization to more normal operations, including:

  • Reopening corporate offices in Minneapolis, Minnesota and Herndon, Virginia for a small number of volunteer employees
  • Reopening three campuses in Lithonia and Augusta, Georgia and Arlington, Virginia to assist international students and eventually all students

The Company is continuing to provide financial relief to students impacted negatively by the pandemic. These measures, which include payment flexibility, scholarship opportunities, and other pricing relief, will continue to pressure revenue-per-student for the year.

In the third quarter of 2020, the Company began implementing a restructuring plan that includes both voluntary and involuntary employee terminations in an effort to reduce ongoing operating costs to align with changes in enrollment.


STRATEGIC EDUCATION CONSOLIDATED RESULTS

Three Months Ended September 30

  • Revenue decreased 1.1% to $239.0 million compared to $241.7 million for the same period in 2019.
  • Income from operations was $15.4 million or 6.5% of revenue, compared to $20.0 million or 8.3% of revenue for the same period in 2019. Income from operations in 2020 includes $15.4 million of amortization expense related to assets acquired in the merger with Capella Education Company, $2.9 million in costs associated with the merger with Capella Education Company and transaction expenses associated with the acquisition of the Australia and New Zealand operations of Laureate, and $4.0 million of severance costs associated with the Company’s restructuring. Income from operations in 2019 included $15.4 million of amortization expense related to assets acquired in the merger with Capella Education Company and $1.5 million in costs associated with the merger with Capella Education Company. Adjusted income from operations, which is a non-GAAP financial measure and excludes the aforementioned expenses, was $37.8 million in 2020 compared to $36.9 million for the same period in 2019. The adjusted operating income margin was 15.8% compared to 15.3% for the same period in 2019. For more details on non-GAAP financial measures, refer to the information in the Non-GAAP Financial Measures section of this press release.
  • Net income, which includes the items described above, and also includes income from partnership interests and other investments, and certain discrete tax adjustments, was $11.0 million in 2020 compared to $16.7 million for the same period in 2019. Adjusted net income was $27.4 million compared to $28.4 million for the same period in 2019.
  • Earnings before interest, taxes, depreciation, and amortization (EBITDA) was $41.6 million in 2020 compared to $46.4 million in 2019. Adjusted EBITDA, which excludes merger costs, transaction expenses associated with the acquisition of the Australia and New Zealand operations of Laureate, severance costs associated with the Company’s restructuring, and stock-based compensation expense, was $52.4 million compared to $50.9 million for the same period in 2019.
  • Diluted earnings per share was $0.47 compared to $0.75 for the same period in 2019. Adjusted diluted earnings per share decreased to $1.18 from $1.28 for the same period in 2019. Diluted weighted average shares outstanding increased to 23,214,000 from 22,129,000 for the same period in 2019, due primarily to new shares issued to facilitate the acquisition of Laureate’s Australia and New Zealand academic operations.

Strayer University Segment Highlights

  • For the third quarter, student enrollment at Strayer University decreased 1% to 48,774 compared to 49,194 for the same period in 2019. New student enrollment for the period, which was previewed during our Q2 2020 earnings call, decreased 28%, and continuing student enrollment for the period increased 6%. Starting in the first quarter of 2020, Strayer University adopted a new enrollment reporting census date, which occurs approximately two weeks following the start of the academic term. Previously the Strayer University enrollment census date coincided with the end of the University’s “drop-add” period, approximately one week following the start of the academic term. This new census date is consistent with the approach employed by Capella University. All historical enrollment data included in this release and other disclosures has been revised using the new census date. Year-over-year percentage change in enrollment for the new census date does not differ significantly from the prior approach.
  • Revenue decreased 1.2% to $128.4 million in the third quarter of 2020 compared to $130.0 million for the same period in 2019, driven by lower third quarter enrollment and lower revenue-per-student.
  • Income from operations increased to $22.8 million in the third quarter of 2020 from $18.0 million for the same period in 2019. The operating income margin was 17.8%, compared to 13.8% for the same period in 2019.

Capella University Segment Highlights

  • For the third quarter, student enrollment at Capella University increased 4% to 40,268 compared to 38,885 for the same period in 2019. New student enrollment for the period increased 4% and continuing student enrollment for the period increased 4%. Starting in the first quarter of 2020, Capella University consolidated two different enrollment reporting census dates into a single date, which occurs approximately two weeks following the start of the academic term. All historical enrollment data included in this release and other disclosures has been revised accordingly. Year-over-year percentage change in enrollment for the new census date does not differ significantly from the prior approach.
  • FlexPath continued to be a significant driver of new and total enrollment growth in the third quarter of 2020 and is 40% of Capella University’s bachelor’s and master’s degrees total enrollment. With the new Doctor of Nursing Practice program offered in the FlexPath learning format in the third quarter of 2020, FlexPath is 31% of Capella University’s total enrollment.
  • Revenue decreased 1.0% to $110.6 million in the third quarter of 2020 compared to $111.8 million for the same period in 2019, driven by lower revenue-per-student.
  • Income from operations decreased to $15.0 million in the third quarter of 2020 from $18.9 million for the same period in 2019. The operating income margin was 13.5%, compared to 16.9% for the same period in 2019.

BALANCE SHEET AND CASH FLOW

At September 30, 2020, Strategic Education had cash, cash equivalents, and marketable securities of $768.9 million, which includes approximately $220.2 million of net proceeds from Strategic Education’s public offering of common stock on August 10, 2020. For the first nine months of 2020, cash provided by operations was $158.8 million compared to $141.4 million for the same period in 2019. Capital expenditures for the first nine months of 2020 were $34.8 million compared to $27.8 million for the same period in 2019. Capital expenditures for 2020 are expected to be approximately $45 million.

Strategic Education also closed the refinancing of its revolving credit facility on November 3, 2020, for a total commitment of $350 million for a period of five years with materially the same terms as under the prior revolving credit facility. The Company borrowed $141.8 million on the facility on November 3rd coinciding with the close of the acquisition of Laureate’s Australia/New Zealand institutions.

For the third quarter of 2020, consolidated bad debt expense as a percentage of revenue was 4.7%, compared to 5.0% of revenue for the same period in 2019. Net tuition receivable as of September 30, 2020 includes additional reserves to account for projected deterioration in collections performance in 2020 due to the pandemic.

LAUNCH OF SUR LA TABLE ONLINE CULINARY INSTITUTE

Strategic Education, together with culinary leaders including Marquee Brands, the global brand owner of Sur La Table – a leader in providing a hands-on culinary cooking experience and Chef Scott Conant, successful restauranteur and television personality, announced this morning the launch of the Sur La Table Online Culinary Institute, a new online offering designed to help students obtain the skills they need to succeed in the kitchen and thrive in the modern culinary world. The Sur La Table Online Culinary Institute courses are being reviewed by the American Council on Education and are recognized by the American Culinary Federation Education Foundation as an Approved Program. The program will initially feature six courses with 55 hours of instruction each and three thematic courses ranging from two to four hours in length. These courses, offered by Strategic Education, support personal development in culinary practices through an online, self-paced experience. To read the full press release and find out more information about this offering, please go to www.strategiceducation.com in the News section or visit surlatableonlineculinaryinstitute.com.

COMMON STOCK CASH DIVIDEND

Strategic Education announced today that it declared a regular, quarterly cash dividend of $0.60 per share of common stock. This dividend will be paid on December 7, 2020 to shareholders of record as of November 30, 2020.

WEBCAST WITH MANAGEMENT

Strategic Education will host a webcast with a corresponding slide presentation to discuss its third quarter 2020 results at 10:00 a.m. (ET) today. To access the live webcast with the presentation, please go to www.strategiceducation.com in the Investor Relations section 15 minutes prior to the start time to register. After completion of the webcast, the slide presentation will be posted to www.strategiceducation.com in the Investor Relations section. The webcast will also be archived and available at www.strategiceducation.com in the Investor Relations section. If unable to join via webcast, investors can participate in the live call by dialing (877) 303-9047 ten minutes prior to the start time.

About Strategic Education, Inc.

Strategic Education, Inc. (NASDAQ: STRA) (www.strategiceducation.com) is dedicated to helping advance economic mobility through higher education. We serve working adult students all over the globe through our core focus areas: 1) U.S. Higher Education, through Strayer University and Capella University, each institutionally accredited, and collectively offer flexible and affordable associate, bachelor’s, master’s and doctoral programs including the Jack Welch Management Institute at Strayer University; 2) Alternative Learning, encompassing Sophia Learning, self-paced general education courses that are ACE-recommended for college credit; Workforce Edge, a full service, online employee education management portal; Digital Enablement Partnerships, helping advance capabilities in course development, online delivery and student support; and non-degree web and mobile application development courses through Hackbright Academy and Strayer University’s DevMountain; and 3) Australia/New Zealand, comprised of Torrens University, Think Education and Media Design School operations in Australia and New Zealand. This portfolio of high quality, innovative, relevant, and affordable programs and institutions helps our students prepare for success in today’s workforce and find a path to bettering their lives.


Forward-Looking Statements

This communication contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by the use of words such as “expect,” “estimate,” “assume,” “believe,” “anticipate,” “may,” “will,” “forecast,” “outlook,” “plan,” “project,” “potential” and other similar words, and include all statements that are not historical facts, including with respect to, among other things, the future financial performance and growth opportunities of Strategic Education; Strategic Education’s plans, strategies and prospects; the impact of the current COVID-19 pandemic on Strategic Education’s business and results; and future events and expectations. The statements are based on Strategic Education’s current expectations and are subject to a number of assumptions, uncertainties and risks, including but not limited to:

  • Strategic Education’s continued compliance with Title IV of the Higher Education Act, and the regulations thereunder, as well as regional accreditation standards and state regulatory requirements;
  • rulemaking by the Department of Education and increased focus by the U.S. Congress on for-profit education institutions;
  • the pace of student enrollment;
  • competitive factors;
  • risks associated with the further spread of COVID-19, including the ultimate impact of COVID-19 on people and economies;
  • the impact of regulatory measures or voluntary actions that may be put in place to limit the spread of COVID-19, including restrictions on business operations or social distancing requirements;
  • risks associated with the opening of new campuses;
  • risks associated with the offering of new educational programs and adapting to other changes;
  • risks associated with the acquisition of existing educational institutions, including in the case of Strategic Education’s acquisition of Laureate’s Australia and New Zealand business, the risk that the benefits of the acquisition may not be fully realized or may take longer to realize than expected, and the risk that the acquisition may not advance Strategic Education’s business strategy and growth strategy;
  • risks relating to the timing of regulatory approvals;
  • Strategic Education’s ability to implement its growth strategy;
  • the risk that the combined company may experience difficulty integrating employees or operations;
  • risks associated with the ability of Strategic Education’s students to finance their education in a timely manner;
  • general economic and market conditions; and
  • additional factors described in Strategic Education’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Many of these risks, uncertainties and assumptions are beyond Strategic Education’s ability to control or predict. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, these forward-looking statements speak only as of the information currently available to Strategic Education on the date they are made, and Strategic Education undertakes no obligation to update or revise forward-looking statements, except as required by law. Actual results may differ materially from those projected in the forward-looking statements.


STRATEGIC EDUCATION, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)


 

 

 

 

For the three months ended
September 30,

 

For the nine months ended
September 30,

 

 

2019

 

2020

 

2019

 

2020

Revenues

 

$

241,747

 

 

$

239,026

 

 

$

733,365

 

 

$

760,159

 

Costs and expenses:

 

 

 

 

 

 

 

 

Instructional and support costs

 

132,527

 

 

127,174

 

 

397,281

 

 

385,654

 

General and administration

 

72,303

 

 

74,069

 

 

204,816

 

 

210,596

 

Amortization of intangible assets

 

15,417

 

 

15,417

 

 

46,251

 

 

46,251

 

Merger and integration costs

 

1,500

 

 

2,920

 

 

11,698

 

 

7,858

 

Restructuring costs

 

 

 

4,024

 

 

 

 

4,024

 

Total costs and expenses

 

221,747

 

 

223,604

 

 

660,046

 

 

654,383

 

Income from operations

 

20,000

 

 

15,422

 

 

73,319

 

 

105,776

 

Other income

 

3,243

 

 

912

 

 

10,695

 

 

4,674

 

Income before income taxes

 

23,243

 

 

16,334

 

 

84,014

 

 

110,450

 

Provision for income taxes

 

6,551

 

 

5,374

 

 

31,413

 

 

30,099

 

Net income

 

$

16,692

 

 

$

10,960

 

 

$

52,601

 

 

$

80,351

 

Earnings per share:

 

 

 

 

 

 

 

 

Basic

 

$

0.77

 

 

$

0.48

 

 

$

2.42

 

 

$

3.62

 

Diluted

 

$

0.75

 

 

$

0.47

 

 

$

2.38

 

 

$

3.58

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

Basic

 

21,806

 

 

23,004

 

 

21,694

 

 

22,193

 

Diluted

 

22,129

 

 

23,214

 

 

22,096

 

 

22,432

 


STRATEGIC EDUCATION, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)


 

 

 

 

December 31,
2019

 

September 30,
2020

ASSETS

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

419,693

 

 

$

717,804

 

Marketable securities

 

34,874

 

 

20,457

 

Tuition receivable, net

 

51,523

 

 

45,958

 

Other current assets

 

18,004

 

 

22,156

 

Total current assets

 

524,094

 

 

806,375

 

Property and equipment, net

 

117,029

 

 

115,607

 

Right-of-use lease assets

 

84,778

 

 

80,719

 

Marketable securities, non-current

 

36,633

 

 

30,663

 

Intangible assets, net

 

273,011

 

 

231,511

 

Goodwill

 

732,075

 

 

732,075

 

Other assets

 

21,788

 

 

50,369

 

Total assets

 

$

1,789,408

 

 

$

2,047,319

 

 

 

 

 

 

LIABILITIES & STOCKHOLDERS’ EQUITY

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable and accrued expenses

 

$

90,828

 

 

$

115,829

 

Income taxes payable

 

1,352

 

 

12,093

 

Contract liabilities

 

39,284

 

 

42,633

 

Lease liabilities

 

25,284

 

 

24,740

 

Total current liabilities

 

156,748

 

 

195,295

 

Deferred income tax liabilities

 

47,942

 

 

34,012

 

Lease liabilities, non-current

 

80,557

 

 

76,802

 

Other long-term liabilities

 

41,451

 

 

36,152

 

Total liabilities

 

326,698

 

 

342,261

 

Commitments and contingencies

 

 

 

 

Stockholders’ equity:

 

 

 

 

Common stock, par value $0.01; 32,000,000 shares authorized; 21,964,809 and 24,403,364 shares issued and outstanding at December 31, 2019 and September 30, 2020, respectively

 

220

 

 

244

 

Additional paid-in capital

 

1,309,438

 

 

1,515,662

 

Accumulated other comprehensive income

 

233

 

 

760

 

Retained earnings

 

152,819

 

 

188,392

 

Total stockholders’ equity

 

1,462,710

 

 

1,705,058

 

Total liabilities and stockholders’ equity

 

$

1,789,408

 

 

$

2,047,319

 


STRATEGIC EDUCATION, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


   

 

 

For the nine months ended
September 30,

 

 

2019

 

2020

Cash flows from operating activities:

 

 

 

 

Net income

 

$

52,601

 

 

$

80,351

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

Amortization of deferred financing costs

 

250

 

 

250

 

Amortization of investment discount/premium

 

286

 

 

108

 

Depreciation and amortization

 

78,862

 

 

78,189

 

Deferred income taxes

 

971

 

 

(12,867

)

Stock-based compensation

 

9,075

 

 

10,759

 

Impairment of right-of-use lease assets

 

 

 

453

 

Changes in assets and liabilities:

 

 

 

 

Tuition receivable, net

 

2,258

 

 

(1,224

)

Other assets

 

(1,648

)

 

(8,684

)

Accounts payable and accrued expenses

 

(2,022

)

 

681

 

Income taxes payable

 

(7,125

)

 

10,674

 

Contract liabilities

 

10,311

 

 

4,540

 

Other long-term liabilities

 

(2,412

)

 

(4,444

)

Net cash provided by operating activities

 

141,407

 

 

158,786

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

Purchases of property and equipment

 

(27,769

)

 

(34,787

)

Purchases of marketable securities

 

(17,769

)

 

(1,863

)

Proceeds from marketable securities

 

32,860

 

 

22,868

 

Other investments

 

(878

)

 

(768

)

Net cash used in investing activities

 

(13,556

)

 

(14,550

)

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

Net proceeds from issuance of common stock

 

 

 

220,248

 

Common dividends paid

 

(33,297

)

 

(41,305

)

Net payments for stock awards

 

(9,195

)

 

(24,778

)

Repurchase of common stock

 

 

 

(247

)

Net cash provided by (used in) financing activities

 

(42,492

)

 

153,918

 

Net increase in cash, cash equivalents, and restricted cash

 

85,359

 

 

298,154

 

Cash, cash equivalents, and restricted cash — beginning of period

 

312,237

 

 

420,497

 

Cash, cash equivalents, and restricted cash — end of period

 

$

397,596

 

 

$

718,651

 


STRATEGIC EDUCATION, INC.

UNAUDITED SEGMENT REPORTING

(in thousands)


 

 

 

 

For the three months
ended September 30,

 

For the nine months
ended September 30,

 

 

2019

 

2020

 

2019

 

2020

Revenues:

 

 

 

 

 

 

 

 

Strayer University

 

$

129,993

 

 

$

128,411

 

 

$

392,466

 

 

$

412,145

 

Capella University

 

111,754

 

 

110,615

 

 

340,899

 

 

348,014

 

Consolidated revenues

 

$

241,747

 

 

$

239,026

 

 

$

733,365

 

 

$

760,159

 

Income from operations:

 

 

 

 

 

 

 

 

Strayer University

 

$

17,993

 

 

$

22,809

 

 

$

66,229

 

 

$

95,225

 

Capella University

 

18,924

 

 

14,974

 

 

65,039

 

 

68,684

 

Amortization of intangible assets

 

(15,417

)

 

(15,417

)

 

(46,251

)

 

(46,251

)

Merger and integration costs

 

(1,500

)

 

(2,920

)

 

(11,698

)

 

(7,858

)

Restructuring costs

 

 

 

(4,024

)

 

 

 

(4,024

)

Consolidated income from operations

 

$

20,000

 

 

$

15,422

 

 

$

73,319

 

 

$

105,776

 


Non-GAAP Financial Measures

In our press release and schedules, we report certain financial measures that are not required by, or presented in accordance with, accounting principles generally accepted in the United States of America ("GAAP"). We discuss management's reasons for reporting these non-GAAP measures below, and the press release schedules that follow reconcile the most directly comparable GAAP measure to each non-GAAP measure that we reference. Although management evaluates and presents these non-GAAP measures for the reasons described below, please be aware that these non-GAAP measures have limitations and should not be considered in isolation or as a substitute for revenue, total costs and expenses, income from operations, operating margin, income before income taxes, net income, earnings per share or any other comparable financial measure prescribed by GAAP. In addition, we may calculate and/or present these non-GAAP financial measures differently than measures with the same or similar names that other companies report, and as a result, the non-GAAP measures we report may not be comparable to those reported by others.

Management uses certain non-GAAP measures to evaluate financial performance because those non-GAAP measures allow for period-over-period comparisons of the Company’s ongoing operations before the impact of certain items described below. These measures are Adjusted Total Costs and Expenses, Adjusted Income from Operations, Adjusted Operating Margin, Adjusted Income Before Income Taxes, Adjusted Net Income, Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), Adjusted EBITDA and Adjusted Diluted Earnings Per Share (EPS). We define Adjusted Total Costs and Expenses, Adjusted Income from Operations, Adjusted Operating Margin, Adjusted Income Before Income Taxes, Adjusted Net Income, and Adjusted Diluted EPS to exclude (1) amortization and depreciation expense related to intangible assets and software assets associated with the Company’s merger with Capella Education Company, (2) integration expenses associated with the Company's merger with Capella Education Company, and transaction expenses associated with the Company's acquisition of the Australia and New Zealand operations of Laureate, (3) severance costs associated with the Company’s restructuring, (4) income recognized from the Company’s investments in partnership interests and other investments, and (5) discrete tax adjustments utilizing an adjusted effective tax rate of 28.0% and 28.5% for the three months ended September 30, 2019 and 2020, respectively. We define EBITDA as net income before other income, the provision for income taxes, depreciation and amortization, and from this amount in arriving at Adjusted EBITDA we also exclude stock-based compensation expense and the amounts in (2) and (3) above. These non-GAAP measures are reconciled to the most directly comparable GAAP measures in the sections that follow. Non-GAAP measures should not be viewed as substitutes for GAAP measures.


STRATEGIC EDUCATION, INC.

UNAUDITED RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

ADJUSTED INCOME FROM OPERATIONS, ADJUSTED INCOME BEFORE INCOME TAXES, ADJUSTED NET INCOME, AND ADJUSTED EPS

(in thousands, except per share data)






 
 

 

 

 

 

For the three months ended September 30, 2019

 

 

 

 

 

 

Non-GAAP Adjustments

 

 

 

 

As
Reported

(GAAP)

 

Amortization
of
intangible
assets(1)

 

Merger and
integration
costs(2)

 

Restructuring
costs(3)

 

Income from
other
investments(4)

 

Tax
adjustments(5)

 

As Adjusted
(Non-GAAP)

Revenues

 

$

241,747

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

241,747

Total costs and expenses

 

221,747

 

(15,417)

 

 

(1,500)

 

 

 

 

 

 

 

 

204,830

Income from operations

 

20,000

 

15,417

 

 

1,500

 

 

 

 

 

 

 

 

36,917

Operating margin

 

8.3%

 

 

 

 

 

 

 

 

 

 

 

15.3%

Income before income taxes

 

 

23,243

 

 

15,417

 

 

 

1,500

 

 

 

 

 

(706)

 

 

 

 

 

 

39,454

Net income

 

$

16,692

 

$

15,417

 

 

$

1,500

 


$

 

 

$

(706)

 

 

$

(4,496)

 

 

$

28,407

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

$

0.75

 

 

 

 

 

 

 

 

 

 

 

$

1.28

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

22,129

 

 

 

 

 

 

 

 

 

 

 

22,129





For the three months ended September 30, 2020


 




Non-GAAP Adjustments


 

 

 

As
Reported
(GAAP)

 

Amortization
of
intangible
assets(1)

 

Merger and
integration
costs(2)

 

Restructuring
costs(3)

 

Income from
other
investments(4)

 

Tax
adjustments(5)

 

As Adjusted
(Non-GAAP)

Revenues

 

$

239,026

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

239,026

Total costs and expenses

 

223,604

 

(15,417)

 

 

(2,920)

 

 

(4,024)

 

 

 

 

 

 

201,243

Income from operations

 

15,422

 

15,417

 

 

2,920

 

 

4,024

 

 

 

 

 

 

37,783

Operating margin

 

6.5%

 

 

 

 

 

 

 

 

 

 

 

15.8%

Income before income taxes

 

 

16,334

 

 

15,417

 

 

 

2,920

 

 

4,024

 

 

 

(391)

 

 

 

 

 

 

38,304

Net income

 

$

10,960

 

$

15,417

 

 

$

2,920

 

$

4,024

 

 

$

(391)

 

 

$

(5,543)

 

 

$

27,387

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

$

0.47

 

 

 

 

 

 

 

 

 

 

 

$

1.18

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

23,214

 

 

 

 

 

 

 

 

 

 

 

23,214

 (1)

 

Reflects amortization and depreciation expense of intangible assets and software assets acquired through the Company’s merger with Capella Education Company.

 (2)

 

Reflects integration expenses associated with the Company's merger with Capella Education Company, and transaction expenses associated with the Company's acquisition of the Australia and New Zealand operations of Laureate.

 (3)

 

Reflects severance costs associated with the Company’s restructuring.

 (4)

 

Reflects income recognized from the Company's investments in partnership interests and other investments.

 (5)

 

Reflects tax impacts of the adjustments described above and discrete tax adjustments related to stock-based compensation and other adjustments, utilizing adjusted effective tax rates of 28.0% and 28.5% for the three months ended September 30, 2019 and 2020, respectively.


STRATEGIC EDUCATION, INC.

UNAUDITED NON-GAAP SEGMENT REPORTING

(in thousands)


 


 

 

For the three months ended
September 30,

 

For the nine months ended
September 30,

 

 

2019

 

2020

 

2019

 

2020

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Strayer University

 

$

129,993

 

 

$

128,411

 

 

$

392,466

 

 

$

412,145

 

Capella University

 

 

111,754

 

 

 

110,615

 

 

 

340,899

 

 

 

348,014

 

Consolidated revenues

 

$

241,747

 

 

$

239,026

 

 

$

733,365

 

 

$

760,159

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations:

 

 

 

 

 

 

 

 

 

 

 

 

Strayer University

 

$

17,993

 

 

$

22,809

 

 

$

66,229

 

 

$

95,225

 

Capella University

 

 

18,924

 

 

 

14,974

 

 

 

65,039

 

 

 

68,684

 

Amortization of intangible assets

 

 

(15,417)

 

 

 

(15,417)

 

 

 

(46,251)

 

 

 

(46,251)

 

Merger and integration costs

 

 

(1,500)

 

 

 

(2,920)

 

 

 

(11,698)

 

 

 

(7,858)

 

Restructuring costs

 

 

 

 

 

(4,024)

 

 

 

 

 

 

(4,024)

 

Consolidated income from operations

 

 

20,000

 

 

 

15,422

 

 

 

73,319

 

 

 

105,776

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to consolidated income from operations:

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

 

15,417

 

 

 

15,417

 

 

 

46,251

 

 

 

46,251

 

Merger and integration costs

 

 

1,500

 

 

 

2,920

 

 

 

11,698

 

 

 

7,858

 

Restructuring costs

 

 

 

 

 

4,024

 

 

 

 

 

 

4,024

 

Total adjustments to consolidated income from operations

 

 

16,917

 

 

 

22,361

 

 

 

57,949

 

 

 

58,133

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted income from operations by segment:

 

 

 

 

 

 

 

 

 

 

 

 

Strayer University

 

 

17,993

 

 

 

22,809

 

 

 

66,229

 

 

 

95,225

 

Capella University

 

 

18,924

 

 

 

14,974

 

 

 

65,039

 

 

 

68,684

 

Total adjusted income from operations

 

$

36,917

 

 

$

37,783

 

 

$

131,268

 

 

$

163,909

 


STRATEGIC EDUCATION, INC.

UNAUDITED RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

ADJUSTED EBITDA

(in thousands)




 

 

 

For the three months ended
September 30,

 

 

2019

 

2020

Net income

 

$

16,692

 

 

$

10,960

 

Provision for income taxes

 

6,551

 

 

5,374

 

Other income

 

(3,243)

 

 

(912)

 

Depreciation and amortization

 

26,365

 

 

26,208

 

EBITDA

 

46,365

 

 

41,630

 

Stock-based compensation

 

3,020

 

 

3,875

 

Merger and integration costs (1)

 

1,500

 

 

2,920

 

Restructuring costs (2)

 

 

 

4,024

 

Adjusted EBITDA

 

$

50,885

 

 

$

52,449

 

(1)  

Reflects integration charges associated with the Company's merger with Capella Education Company, and transaction expenses associated with the Company's acquisition of the Australia and New Zealand operations of Laureate. Includes $0.5 million of stock-based compensation benefit related to forfeitures of stock-based awards for the three months ended September 30, 2019.

(2)  

Reflects severance costs associated with the Company’s restructuring.

 

Contacts

Terese Wilke
Manager, Investor Relations
Strategic Education, Inc.
(612) 977-6331
terese.wilke@strategiced.com

v3.20.2
Document and Entity Information
Nov. 03, 2020
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Nov. 03, 2020
Entity Registrant Name Strategic Education, Inc.
Entity Incorporation, State or Country Code MD
Entity File Number 0-21039
Entity Tax Identification Number 52-1975978
Entity Address, Address Line One 2303 Dulles Station Boulevard
Entity Address, City or Town Herndon
Entity Address, State or Province VA
Entity Address, Postal Zip Code 20171
City Area Code 703
Local Phone Number 561-1600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001013934
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol STRA
Security Exchange Name NASDAQ