What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-01 compared with 2020-03-02 · 45 added, 19 removed, 69 unchanged (48% of the section changed)

10 unchanged sentences

The following performance graph compares the cumulative stockholder return on our common stock since December 31, 2015 with The NASDAQ Stock Market (U.S.) Index and a self-determined peer group consisting of Adtalem Global Education, Inc.

(ATGE), American Public Education, Inc.

(APEI), Chegg, Inc.

(ATGE), Chegg, Inc.

(CHGG), Graham Holdings Company (GHC), Grand Canyon Education, Inc.

(LOPE), Houghton Mifflin Harcourt Company (HMHC), K12 Inc.

(LOPE), Houghton Mifflin Harcourt Company (HMHC), Stride Inc.

(LRN), Laureate Education, Inc.

(LAUR), Pearson PLC (PSO), Perdoceo Education Corporation (PRDO), and Zovio, Inc.

The peer group no longer includes Lincoln Educational Services Corporation.

The peer group no longer includes American Public Education, Inc.

is still included in the peer group but under its new name Stride, Inc.

At present, there is no comparative index for the education industry.

3 unchanged sentences

The NASDAQ Stock Market (U.S.) Index and a Peer Group

Name 12/31/15 12/31/16 12/31/17 12/31/18 12/31/19 12/31/20

Strategic Education, Inc.

100 134 149 189 264 159

NASDAQ Stock Market (U.S.) 100 108 138 133 179 257

Peer Group 100 141 170 205 221 290

__________________________________________________________

4 unchanged sentences

Our Board of Directors amended the program on various dates, increasing the repurchase amount authorized and extending the expiration date.

At December 31, 2019 , $70 million of the Company’s share repurchase authorization was remaining and in February 2020 the Board of Directors increased its authorization for share repurchases to $250 million through December 31, 2020.

At December 31, 2020, $250 million of the Company’s share repurchase authorization was remaining for repurchases through December 31, 2021.

All of our share repurchases have been effected in compliance with Rule 10b-18 under the Exchange Act.

2 unchanged sentences

A summary of our open market share repurchases since the inception of the plan is as follows:

Total number of shares repurchased

Average dollar price paid per share

Cost of share repurchases

We did not make any open market share repurchases in 2014 through 2019 .

In 2019, we withheld 37,596 shares of restricted stock, at an average price per share of $154.06, to satisfy tax obligations related to restricted stock awards.

Total number of shares repurchased Average dollar price paid per share Cost of share repurchases

2003 32,350 $ 99.57 $ 3.2

2004 346,444 106.13 36.8

2005 410,071 92.59 38.0

2006 349,066 100.39 35.0

2007 260,818 146.05 38.1

2008 603,382 180.86 109.1

2009 451,613 177.34 80.1

2010 687,340 168.06 115.5

2011 1,581,444 128.15 202.7

2012 484,841 51.56 25.0

2013 495,085 50.49 25.0

2020 1,769 139.78 0.2

Total 5,704,223 $ 124.25 $ 708.7

During the three months ended March 31, 2020, we invested $0.2 million to repurchase shares of common stock under

our repurchase program.

We did not make any open market share repurchases in 2014 through 2019 or in the remainder of 2020.

In 2020, we withheld 39,323 shares of restricted stock, at an average price per share of $161.88 and in 2019, we withheld 37,596 shares of restricted stock, at an average price per share of $154.06, to satisfy tax obligations related to restricted stock awards.

Selected Financial Data

1 unchanged sentence

The financial information has been derived from our consolidated financial statements.

Our results of operations include the results of CEC from the merger date, and prior periods do not include the financial results of CEC prior to the merger date.

Effective during the first quarter of 2019, we made changes in our presentation of operating expenses and reclassified prior periods to conform to the current presentation.

We determined that these changes aligned with our organizational structure and improve comparability with several of our peer companies.

There were no changes to total operating expenses or operating income as a result of these reclassifications.

Our results of operations include the results of ANZ and CEC from November 3, 2020 and August 1, 2018, respectively, and prior periods do not include the financial results of ANZ and CEC prior to November 3, 2020 and August 1, 2018, respectively.

The information set forth below is qualified by reference to and should be read in conjunction with our consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information included elsewhere or incorporated by reference in this Annual Report on Form 10-K.

Year Ended December 31,

2016 2017 2018 2019 2020

(Dollar and share amounts in thousands, except per share data)

Income Statement Data:

Revenues $ 441,088 $ 454,851 $ 634,185 $ 997,137 $ 1,027,653

Costs and expenses:

3 unchanged sentences

Merger and integration costs — 11,879 45,745 21,923 13,770

Restructuring costs — — — — 12,382

Fair value adjustments and impairment of intangible assets (3,213) (7,512) 19,909 — —

6 unchanged sentences

Net income (loss) per share:

Basic $ 3.28 $ 1.93 $ (1.03) $ 3.73 $ 3.81

Diluted $ 3.21 $ 1.84 $ (1.03) $ 3.67 $ 3.77

Weighted average shares outstanding:

Basic 10,610 10,678 15,190 21,725 22,633

10,845 11,199 15,190 22,097 22,860

Depreciation and amortization $ 17,817 $ 18,733 $ 54,543 $ 104,861 $ 109,154

3 unchanged sentences

Average enrollment (b)

40,260 42,748 62,196 90,597 95,889

Strayer University Campuses (c)

74 71 72 77 64

Full-time employees (d)

1,542 1,389 3,017 3,076 3,679

At December 31,

2016 2017 2018 2019 2020

(In thousands)

2 unchanged sentences

Working capital (e)

100,704 121,282 295,230 367,346 86,070

Total assets 298,696 321,278 1,661,029 1,789,408 2,295,807

Long-term debt — — — — 141,823

3 unchanged sentences

__________________________________________________________________________

Diluted weighted average shares outstanding include common shares issued and outstanding, and the dilutive impact of restricted stock, restricted stock units, and outstanding stock options using the Treasury Stock Method.

Reflects average student enrollment for Strayer University for the four academic terms for each year indicated, and for Capella University since August 1, 2018.

Reflects number of campuses offering classes during the fourth quarter of each year indicated.

Reflects full-time employees, including full-time faculty, as of December 31 of each year indicated.

Working capital is calculated by subtracting current liabilities from current assets.

(a) Diluted weighted average shares outstanding include common shares issued and outstanding, and the dilutive impact of restricted stock, restricted stock units, and outstanding stock options using the Treasury Stock Method.

(b) Reflects average student enrollment for Strayer University for the four academic terms for each year indicated, for Capella University since August 1, 2018, and for ANZ since November 3, 2020.

(d) Reflects full-time employees, including full-time faculty, as of December 31 of each year indicated.

(e) Working capital is calculated by subtracting current liabilities from current assets.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity