Form 8-K - Current report

0001013934FALSE00010139342024-07-312024-07-31

 

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): July 31, 2024

 

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)

 

[phone]
(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 Exchange Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

STRA

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. ☐

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Item 2.02.         Results of Operations and Financial Condition. 

 

On July 31, 2024, Strategic Education, Inc. (“Strategic Education”) issued a press release announcing its financial results for the period ended June 30, 2024. 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 9.01.      Financial Statements and Exhibits.

 (d) Exhibits.

Exhibit Number						Description
99.1						Press Release dated July 31, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: July 31, 2024
			By:			/s/ Daniel W. Jackson
						Daniel W. Jackson
						Executive Vice President and Chief Financial Officer

 

Exhibit 99.1

                                     

                                        

                                        

STRATEGIC EDUCATION, INC. REPORTS SECOND QUARTER 2024 RESULTS

HERNDON, Va., July 31, 2024 ― Strategic Education, Inc. (Strategic Education) (NASDAQ: STRA) today announced financial results for the period ended June 30, 2024.

“We are pleased with strong second quarter results as our organization remains focused on promoting economic mobility for working adults,” said Karl McDonnell, Chief Executive Officer of Strategic Education. “The U.S. Higher Education segment continued to see strength driven by employer affiliated enrollment; the Education Technology Services segment delivered another quarter of strong growth, including from Sophia subscriptions; and the Australia/New Zealand segment posted another quarter of total enrollment growth.”

STRATEGIC EDUCATION CONSOLIDATED RESULTS

Three Months Ended June 30

•Revenue increased 8.5% to $312.3 million compared to $287.7 million for the same period in 2023. Revenue on a constant currency basis, which is a non-GAAP financial measure, increased 8.9% to $313.4 million in the second quarter of 2024 compared to $287.7 million for the same period in 2023. For more details on non-GAAP financial measures used in this press release, refer to the information in the Non-GAAP Financial Measures section of this press release.

•Income from operations was $41.9 million or 13.4% of revenue, compared to $16.8 million or 5.8% of revenue for the same period in 2023. Adjusted income from operations, which is a non-GAAP financial measure, was $43.9 million compared to $27.2 million for the same period in 2023. The adjusted operating income margin, which is a non-GAAP financial measure, was 14.1% compared to 9.5% for the same period in 2023.

•Net income was $29.9 million compared to $14.2 million for the same period in 2023. Adjusted net income, which is a non-GAAP financial measure, was $32.3 million compared to $19.7 million for the same period in 2023.

•Adjusted EBITDA, which is a non-GAAP financial measure, was $63.3 million compared to $45.4 million for the same period in 2023.

•Diluted earnings per share was $1.24 compared to $0.59 for the same period in 2023. Adjusted diluted earnings per share, which is a non-GAAP financial measure, increased to $1.33 from $0.82 for the same period in 2023. Adjusted diluted earnings per share on a constant currency basis, which is a non-GAAP financial measure, was $1.34. Diluted weighted average shares outstanding increased to 24,179,000 from 23,964,000 for the same period in 2023.

U.S. Higher Education Segment Highlights

•The U.S. Higher Education segment (USHE) is comprised of Capella University and Strayer University.

•For the second quarter, student enrollment within USHE increased 8.4% to 87,077 compared to 80,353 for the same period in 2023.

•For the second quarter, FlexPath enrollment was 22% of USHE enrollment compared to 21% for the same period in 2023.

•Revenue increased 6.9% to $216.6 million in the second quarter of 2024 compared to $202.7 million for the same period in 2023, driven by higher second quarter enrollment.

•Income from operations was $19.8 million in the second quarter of 2024 compared to $6.7 million for the same period in 2023. The operating income margin was 9.2%, compared to 3.3% for the same period in 2023.

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Education Technology Services Segment Highlights

•The Education Technology Services segment (ETS) is comprised primarily of Enterprise Partnerships, Sophia Learning, and Workforce Edge.

•For the second quarter, employer affiliated enrollment was 29.3% of USHE enrollment compared to 27.1% for the same period in 2023.

•For the second quarter, average total subscribers at Sophia Learning increased approximately 37% from the same period in 2023.

•As of June 30, 2024, Workforce Edge had a total of 71 corporate agreements, collectively employing approximately 1,540,000 employees.

•Revenue increased 25.6% to $24.5 million in the second quarter of 2024 compared to $19.5 million for the same period in 2023, driven by growth in Sophia Learning subscriptions and employer affiliated enrollment.

•Income from operations was $10.0 million in the second quarter of 2024 compared to $6.2 million for the same period in 2023. The operating income margin was 40.9%, compared to 31.6% for the same period in 2023.

Australia/New Zealand Segment Highlights

•The Australia/New Zealand segment (ANZ) is comprised of Torrens University, Think Education, and Media Design School.

•For the second quarter, student enrollment within ANZ increased 6.4% to 19,113 compared to 17,966 for the same period in 2023.

•Revenue increased 8.6% to $71.1 million in the second quarter of 2024 compared to $65.5 million for the same period in 2023, driven by higher second quarter enrollment and revenue-per-student. Revenue on a constant currency basis, which is a non-GAAP financial measure, increased 10.3% to $72.2 million in the second quarter of 2024 compared to $65.5 million for the same period in 2023, driven by higher second quarter enrollment and revenue-per-student.

•Income from operations was $14.1 million in the second quarter of 2024 compared to $14.3 million for the same period in 2023. The operating income margin was 19.8%, compared to 21.8% for the same period in 2023. Income from operations on a constant currency basis, which is a non-GAAP financial measure, was $14.4 million in the second quarter of 2024 compared to $14.3 million for the same period in 2023. The operating income margin on a constant currency basis, which is a non-GAAP financial measure, was 19.9%, compared to 21.8% for the same period in 2023.

BALANCE SHEET AND CASH FLOW

At June 30, 2024, Strategic Education had cash, cash equivalents, and marketable securities of $256.2 million, and $61.3 million outstanding under its revolving credit facility. For the first six months of 2024, cash provided by operations was $101.9 million compared to $40.7 million for the same period in 2023. Capital expenditures for the first six months of 2024 were $19.9 million compared to $17.8 million for the same period in 2023.

For the second quarter of 2024, consolidated bad debt expense as a percentage of revenue was 4.3%, compared to 4.4% of revenue for the same period in 2023.

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 September 16, 2024 to shareholders of record as of September 6, 2024.

CONFERENCE CALL WITH MANAGEMENT

Strategic Education will host a conference call to discuss its second quarter 2024 results at 10:00 a.m. (ET) today. This call will be available via webcast. To access the live webcast of the conference call, please go to www.strategiceducation.com in the Investor Relations section 15 minutes prior to the start time of the call to register. An earnings release presentation will also be posted to www.strategiceducation.com in the Investor Relations section. Following the call, the webcast will be archived and available at www.strategiceducation.com in the Investor Relations section. To participate in the live call, investors should register here prior to the call to receive dial-in information and a PIN.

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About Strategic Education, Inc.

Strategic Education, Inc. (NASDAQ: STRA) (www.strategiceducation.com) is dedicated to helping advance economic mobility through higher education. We primarily serve working adult students globally through our core focus areas: 1) U.S. Higher Education, including Capella University and Strayer 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, and non-degree web and mobile application development courses through Strayer University’s Hackbright Academy and Devmountain; 2) Education Technology Services, developing and maintaining relationships with employers to build education benefits programs providing employees access to affordable and industry-relevant training, certificate, and degree programs, including through Workforce Edge, a full-service education benefits administration solution for employers, and Sophia Learning, which offers low-cost online general education-level courses that are ACE-recommended for college credit; and 3) Australia/New Zealand, comprised of Torrens University, Think Education, and Media Design School that collectively offer certificate and degree programs 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; 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:

•the pace of student enrollment;

•Strategic Education’s continued compliance with Title IV of the Higher Education Act, and the regulations thereunder, as well as other federal laws and regulations, institutional accreditation standards and state regulatory requirements;

•rulemaking and other action by the Department of Education or other governmental entities, including without limitation action related to borrower defense to repayment applications, gainful employment, 90/10, and increased focus by the U.S. Congress on for-profit education institutions;

•competitive factors;

•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 Strategic Education’s acquisition of Torrens University and associated assets in Australia and New Zealand;

•the risk that the benefits of the acquisition of Torrens University and associated assets in Australia and New Zealand may not be fully realized or may take longer to realize than expected;

•the risk that the acquisition of Torrens University and associated assets in Australia and New Zealand 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.

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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.

For more information contact:

Terese Wilke

Director of Investor Relations

Strategic Education, Inc.

[phone]

[e-mail]

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STRATEGIC EDUCATION, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

			For the three months ended June 30,												For the six months ended June 30,
			2023						2024						2023						2024
Revenues			$	287,680					$	312,266					$	544,286					$	602,516
Costs and expenses:
Instructional and support costs			161,479						163,235						314,417						320,944
General and administration			99,003						105,112						194,468						201,807
Amortization of intangible assets			3,450						—						6,982						—
Merger and integration costs			580						—						1,005						—
Restructuring costs			6,351						1,995						11,946						(3,515)
Total costs and expenses			270,863						270,342						528,818						519,236
Income from operations			16,817						41,924						15,468						83,280
Other income (expense)			3,171						(123)						3,569						1,671
Income before income taxes			19,988						41,801						19,037						84,951
Provision for income taxes			5,757						11,903						6,834						25,351
Net income			$	14,231					$	29,898					$	12,203					$	59,600
Earnings per share:
Basic			$	0.61					$	1.28					$	0.52					$	2.55
Diluted			$	0.59					$	1.24					$	0.51					$	2.47
Weighted average shares outstanding:
Basic			23,450						23,442						23,440						23,416
Diluted			23,964						24,179						23,993						24,119

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STRATEGIC EDUCATION, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

			December 31, 2023						June 30, 2024
ASSETS
Current assets:
Cash and cash equivalents			$	168,481					$	230,111
Marketable securities			39,728						26,128
Tuition receivable, net			76,102						89,639
Other current assets			44,758						52,990
Total current assets			329,069						398,868
Property and equipment, net			118,529						116,253
Right-of-use lease assets			119,202						112,252
Marketable securities, non-current			483						—
Intangible assets, net			251,623						249,469
Goodwill			1,251,888						1,240,962
Other assets			54,419						59,720
Total assets			$	2,125,213					$	2,177,524
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses			$	90,888					$	93,664
Income taxes payable			2,200						2,190
Contract liabilities			92,341						133,612
Lease liabilities			24,190						23,973
Total current liabilities			209,619						253,439
Long-term debt			61,400						61,329
Deferred income tax liabilities			28,338						27,624
Lease liabilities, non-current			127,735						112,269
Other long-term liabilities			45,603						44,763
Total liabilities			472,695						499,424
Commitments and contingencies
Stockholders’ equity:
Common stock, par value $0.01; 32,000,000 shares authorized; 24,406,816 and 24,622,994 shares issued and outstanding at December 31, 2023 and June 30, 2024, respectively			244						246
Additional paid-in capital			1,517,650						1,526,037
Accumulated other comprehensive loss			(34,247)						(47,091)
Retained earnings			168,871						198,908
Total stockholders’ equity			1,652,518						1,678,100
Total liabilities and stockholders’ equity			$	2,125,213					$	2,177,524

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STRATEGIC EDUCATION, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

			For the six months ended June 30,
			2023						2024
Cash flows from operating activities:
Net income			$	12,203					$	59,600
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of property and equipment			(2,136)						—
Gain on early termination of operating leases			(98)						(6,166)
Amortization of deferred financing costs			276						280
Amortization of investment discount/premium			(7)						(40)
Depreciation and amortization			30,196						22,227
Deferred income taxes			(3,036)						(593)
Stock-based compensation			11,125						11,902
Impairment of right-of-use lease assets			5,135						—
Changes in assets and liabilities:
Tuition receivable, net			(19,626)						(13,247)
Other assets			(12,165)						(12,663)
Accounts payable and accrued expenses			(2,344)						759
Income taxes payable and income taxes receivable			(16,699)						74
Contract liabilities			38,906						41,353
Other liabilities			(993)						(1,551)
Net cash provided by operating activities			40,737						101,935
Cash flows from investing activities:
Purchases of property and equipment			(17,794)						(19,928)
Purchases of marketable securities			(16,904)						(8,591)
Proceeds from marketable securities			4,960						22,525
Proceeds from sale of property and equipment			5,890						—
Proceeds from other investments			457						20
Other investments			(152)						(96)
Cash paid for acquisition, net of cash acquired			(211)						(143)
Net cash used in investing activities			(23,754)						(6,213)
Cash flows from financing activities:
Common dividends paid			(29,468)						(29,507)
Net payments for stock awards			(4,964)						(3,514)
Repurchase of common stock			(9,999)						—
Net cash used in financing activities			(44,431)						(33,021)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash			(1,924)						(534)
Net increase (decrease) in cash, cash equivalents, and restricted cash			(29,372)						62,167
Cash, cash equivalents, and restricted cash — beginning of period			227,454						181,925
Cash, cash equivalents, and restricted cash — end of period			$	198,082					$	244,092

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STRATEGIC EDUCATION, INC.

UNAUDITED SEGMENT REPORTING

(in thousands)

			For the three months ended June 30,												For the six months ended June 30,
			2023						2024						2023						2024
Revenues:
U.S. Higher Education			$	202,679					$	216,613					$	399,574					$	435,849
Australia/New Zealand			65,472						71,130						106,975						118,505
Education Technology Services			19,529						24,523						37,737						48,162
Consolidated revenues			$	287,680					$	312,266					$	544,286					$	602,516
Income from operations:
U.S. Higher Education			$	6,741					$	19,825					$	16,330					$	47,838
Australia/New Zealand			14,291						14,060						7,109						11,805
Education Technology Services			6,166						10,034						11,962						20,122
Amortization of intangible assets			(3,450)						—						(6,982)						—
Merger and integration costs			(580)						—						(1,005)						—
Restructuring costs			(6,351)						(1,995)						(11,946)						3,515
Consolidated income from operations			$	16,817					$	41,924					$	15,468					$	83,280

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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. Management believes this information is useful to investors to compare the Company’s results of operations period-over-period. These measures are Adjusted Revenue, 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 Revenue, 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 acquisition of Torrens University and associated assets in Australia and New Zealand, (2) integration expenses associated with the Company’s merger with Capella Education Company and the Company’s acquisition of Torrens University and associated assets in Australia and New Zealand, (3) severance costs, asset impairment charges, gains on sale of real estate and early termination of leased facilities, and other costs associated with the Company’s restructuring activities, (4) income/loss recognized from the Company’s investments in partnership interests and other investments, and (5) discrete tax adjustments utilizing adjusted effective income tax rates of 30.0% and 29.5% for the three months ended June 30, 2023 and 2024, respectively. To illustrate currency impacts to operating results, Adjusted Revenue, Adjusted Total Costs and Expenses, Adjusted Income from Operations, Adjusted Operating Margin, Adjusted Income Before Income Taxes, Adjusted Net Income, and Adjusted Diluted EPS for the three months ended June 30, 2024 are also presented on a constant currency basis utilizing an exchange rate of 0.67 Australian Dollars to U.S. Dollars, which was the average exchange rate for the same period in 2023. We define EBITDA as net income before other income (expense), the provision for income taxes, gains on sale of property and equipment, depreciation and amortization, and from this amount in arriving at Adjusted EBITDA we also exclude stock-based compensation expense, amortization expense associated with deferred implementation costs incurred in cloud computing arrangements, 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.

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STRATEGIC EDUCATION, INC.

UNAUDITED RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

ADJUSTED REVENUE, ADJUSTED TOTAL COSTS AND EXPENSES, ADJUSTED INCOME FROM OPERATIONS, ADJUSTED OPERATING MARGIN, ADJUSTED INCOME BEFORE INCOME TAXES, ADJUSTED NET INCOME, AND ADJUSTED EPS

(in thousands, except per share data)

									For the three months ended June 30, 2023 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			$	287,680					$	—					$	—					$	—					$	—					$	—					$	287,680
Total costs and expenses			$	270,863					$	(3,450)					$	(580)					$	(6,351)					$	—					$	—					$	260,482
Income from operations			$	16,817					$	3,450					$	580					$	6,351					$	—					$	—					$	27,198
Operating margin			5.8		%																																		9.5		%
Income before income taxes			$	19,988					$	3,450					$	580					$	6,351					$	(2,286)					$	—					$	28,083
Net income			$	14,231					$	3,450					$	580					$	6,351					$	(2,286)					$	(2,668)					$	19,658
Earnings per share:
Diluted			$	0.59																																			$	0.82
Weighted average shares outstanding:
Diluted			23,964																																				23,964

									For the three months ended June 30, 2024 Non-GAAP Adjustments
			As Reported (GAAP)						Amortization of intangible assets(1)						Merger and integration costs(2)						Restructuring costs(3)						Loss from other investments(4)						Tax adjustments(5)						As Adjusted (Non-GAAP)
Revenues			$	312,266					$	—					$	—					$	—					$	—					$	—					$	312,266
Total costs and expenses			$	270,342					$	—					$	—					$	(1,995)					$	—					$	—					$	268,347
Income from operations			$	41,924					$	—					$	—					$	1,995					$	—					$	—					$	43,919
Operating margin			13.4		%																																		14.1		%
Income before income taxes			$	41,801					$	—					$	—					$	1,995					$	1,965					$	—					$	45,761
Net income			$	29,898					$	—					$	—					$	1,995					$	1,965					$	(1,597)					$	32,261
Earnings per share:
Diluted			$	1.24																																			$	1.33
Weighted average shares outstanding:
Diluted			24,179																																				24,179

(1)Reflects amortization and depreciation expense of intangible assets and software assets acquired through the Company’s acquisition of Torrens University and associated assets in Australia and New Zealand.

(2)Reflects integration expenses associated with the Company’s merger with Capella Education Company and the Company’s acquisition of Torrens University and associated assets in Australia and New Zealand.

(3)Reflects severance costs, asset impairment charges, gains on sale of real estate and early termination of leased facilities, and other costs associated with the Company’s restructuring activities.

(4)Reflects income/loss 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 income tax rates of 30.0% and 29.5% for the three months ended June 30, 2023 and 2024, respectively.

10

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STRATEGIC EDUCATION, INC.

UNAUDITED RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Q2 2024 AS ADJUSTED WITH CONSTANT CURRENCY

(in thousands, except per share data)

			As Adjusted (Non-GAAP)						Constant currency adjustment(1)						As Adjusted with Constant Currency (Non-GAAP)
Revenues			$	312,266					$	1,092					$	313,358
Total costs and expenses			$	268,347					$	782					$	269,129
Income from operations			$	43,919					$	310					$	44,229
Operating margin			14.1%												14.1%
Income before income taxes			$	45,761					$	316					$	46,077
Net income			$	32,261					$	223					$	32,484
Earnings per share:
Diluted			$	1.33											$	1.34
Weighted average shares outstanding:
Diluted			24,179												24,179

(1)Reflects an adjustment to translate foreign currency results for the three months ended June 30, 2024 at a constant exchange rate of 0.67 Australian Dollars to U.S. Dollars, which was the average exchange rate for the same period in 2023.

11

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STRATEGIC EDUCATION, INC.

UNAUDITED NON-GAAP SEGMENT REPORTING

(in thousands)

			For the three months ended June 30,												For the six months ended June 30,
			2023						2024						2023						2024
Revenues:
U.S. Higher Education			$	202,679					$	216,613					$	399,574					$	435,849
Australia/New Zealand			65,472						71,130						106,975						118,505
Education Technology Services			19,529						24,523						37,737						48,162
Consolidated revenues			287,680						312,266						544,286						602,516
Income from operations:
U.S. Higher Education			$	6,741					$	19,825					$	16,330					$	47,838
Australia/New Zealand			14,291						14,060						7,109						11,805
Education Technology Services			6,166						10,034						11,962						20,122
Amortization of intangible assets			(3,450)						—						(6,982)						—
Merger and integration costs			(580)						—						(1,005)						—
Restructuring costs			(6,351)						(1,995)						(11,946)						3,515
Consolidated income from operations			16,817						41,924						15,468						83,280
Adjustments to consolidated income from operations:
Amortization of intangible assets			3,450						—						6,982						—
Merger and integration costs			580						—						1,005						—
Restructuring costs			6,351						1,995						11,946						(3,515)
Total adjustments to consolidated income from operations			10,381						1,995						19,933						(3,515)
Adjusted income from operations by segment:
U.S. Higher Education			6,741						19,825						16,330						47,838
Australia/New Zealand			14,291						14,060						7,109						11,805
Education Technology Services			6,166						10,034						11,962						20,122
Total adjusted income from operations			$	27,198					$	43,919					$	35,401					$	79,765

12

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STRATEGIC EDUCATION, INC.

UNAUDITED RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

ADJUSTED EBITDA

(in thousands)

			For the three months ended June 30,
			2023						2024
Net income			$	14,231					$	29,898
Provision for income taxes			5,757						11,903
Other (income) expense			(3,171)						123
Gain on sale of property and equipment			(2,136)						—
Depreciation and amortization			15,545						11,158
EBITDA (1)			30,226						53,082
Stock-based compensation			5,493						6,573
Merger and integration costs (2)			244						—
Restructuring costs (3)			7,576						1,926
Cloud computing amortization (4)			1,884						1,693
Adjusted EBITDA (1)			$	45,423					$	63,274

(1)Denotes non-GAAP financial measures. Please see the information in the Non-GAAP Financial Measures section of this press release for more detail regarding these adjustments and management’s reasons for providing this information.

(2)Reflects integration charges associated with the Company’s merger with Capella Education Company and the Company’s acquisition of Torrens University and associated assets in Australia and New Zealand. Excludes $0.3 million of depreciation and amortization expense for the three months ended June 30, 2023.

(3)Reflects severance costs, asset impairment charges, gains on sale of real estate and early termination of leased facilities, and other costs associated with the Company’s restructuring activities. Excludes $0.3 million of depreciation and amortization expense and $1.6 million of gain on sale of property and equipment for the three months ended June 30, 2023. Excludes $0.1 million of stock-based compensation expense for the three months ended June 30, 2023 and 2024.

(4)Reflects amortization expense associated with deferred implementation costs incurred in cloud computing arrangements.

13

Cover Page	Jul. 31, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 31, 2024
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
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	STRA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001013934
Amendment Flag	false

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