Strategic Education, Inc. 10-Q

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Cautionary Notice Regarding Forward-Looking Statements Certain of the statements included in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as elsewhere in this Quarterly Report on Form 10-Q are forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995 (“Reform Act”). Such statements may be identified by the use of words such as “expect,” “estimate,” “assume,” “believe,” “anticipate,” "may," “will,” “forecast,” “outlook,” “plan,” “project,” "potential" or similar words, and include, without limitation, statements relating to future enrollment, revenues, revenues per student, earnings growth, operating expenses, capital expenditures and the ultimate effect of the COVID-19 pandemic on the Company's business and results. These statements are based on the Company’s current expectations and are subject to a number of assumptions, risks and uncertainties. In accordance with the Safe Harbor provisions of the Reform Act, the Company has identified important factors that could cause the actual results to differ materially from those expressed in or implied by such statements. The assumptions, risks and uncertainties include the pace of student enrollment, our 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 by the Department and increased focus by the U.S. Congress on for-profit education institutions, 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 the Company's acquisition of Torrens University and associated assets in Australia and New Zealand, 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 the Company’s business strategy and growth strategy, risks relating to the timing of regulatory approvals, our ability to implement our growth strategy, the risk that the combined company may experience difficulty integrating employees or operations, risks associated with the ability of our students to finance their education in a timely manner, and general economic and market conditions. Further information about these and other relevant risks and uncertainties may be found in Part II, “Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q, Part I, “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K and in the Company’s other filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise forward-looking statements, except as required by law. Additional Information We maintain a website at http://www.strategiceducation.com. The information on our website is not incorporated by reference in this Quarterly Report on Form 10-Q, and our web address is included as an inactive textual reference only. We make available, free of charge through our website, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission. Background Strategic Education, Inc. (“SEI,” “we”, “us” or “our”) is an education services company that provides access to high-quality education through campus-based and online post-secondary education offerings, as well as through programs to develop job-ready skills for high-demand markets. We operate primarily through our wholly-owned subsidiaries Strayer University and Capella University, both accredited post-secondary institutions of higher education located in the United States, as well as Torrens University, an accredited post-secondary institution of higher education located in Australia. Our operations emphasize relationships through our Alternative Learning segment with large employers to build employee education benefits programs that provide employees with access to affordable and industry relevant training, certificate, and degree programs, and also include certain non-degree programs, mainly focused on software and application development, and other vocational and training programs in a variety of fields. Company Response to COVID-19 The ongoing COVID-19 pandemic has caused significant volatility and disruption to the United States and international economies. SEI took early action to protect the health and well-being of our students and employees in accordance with government mandates and informed by guidance from the Centers for Disease Control and Prevention. Specifically, we instituted a work-from-home policy for the vast majority of our workforce, closed physical campus locations, moved our on-ground courses 32 Table of Contents at Strayer University online, postponed large events such as graduation ceremonies, and prohibited non-essential employee travel. As guidance has evolved, we have begun to reopen some campus and office locations and permit business travel. We have taken measures to provide financial relief to our students and employer partners negatively affected by the COVID-19 crisis, including payment flexibility, scholarship opportunities, and other pricing relief. We expect that these measures will enable more students to continue pursuing their education during and after the COVID-19 pandemic. In the third quarter of 2020, we began implementing a restructuring plan that included both voluntary and involuntary employee terminations in an effort to reduce ongoing operating costs to align with changes in enrollment. These headcount reductions resulted in a 5% decrease to SEI's total workforce. During 2021, our restructuring efforts have included the closure of underutilized campus and corporate office space in response to changes in enrollment trends and as a result of our work-from-home policies. Of the campus closures, the majority have an alternative location within relative proximity to support students as campus interactions are needed. As the pandemic has continued, we have seen sustained weakness in demand, especially in the United States, where total enrollment in our U.S. Higher Education segment decreased 7%, 10%, and 13% in the first, second, and third quarters of 2021, respectively, compared to the same periods in 2020. Enrollment in ANZ also has been impacted by the pandemic and the related closure of international borders in Australia and New Zealand. We believe our current financial position and expected operating results, and ability to further control costs, are sufficient to support the ongoing operation of SEI in a manner that protects the health and well-being of our employees, students, and partners. Acquisition of Torrens University and associated assets in Australia and New Zealand On November 3, 2020, we completed the acquisition of Torrens University and associated assets in Australia and New Zealand (“ANZ”), pursuant to the sale and purchase agreement dated July 29, 2020 (the “Purchase Agreement”). ANZ includes Torrens University Australia, Think Education, and Media Design School, which together provide diversified student curricula to approximately 19,000 students across five industry verticals, including business, hospitality, health, education, creative technology and design. We believe ANZ represents an attractive portfolio of institutions with a similar focus on innovation, academic outcomes, improved affordability and career advancement as us. We also believe that ANZ provides an attractive platform for future growth, driven by Australia’s status as an attractive destination for international students, as well as the potential to use ANZ as a platform for expansion across the ASEAN region. Pursuant to the Purchase Agreement, the aggregate consideration paid was approximately $658.4 million in cash, which reflected the original agreed upon purchase price of $642.7 million, plus a $15.7 million adjustment reflecting $11.0 million of net cash at close, and $4.7 million related to higher net working capital. The aggregate consideration paid in the transaction was funded using cash on hand and borrowings under our revolving credit facility. Our financial results for any periods ended prior to November 3, 2020 do not include the financial results of ANZ and are therefore not directly comparable. Company Overview In the first quarter of 2021, we changed the way management reports financial information relied on by the Chief Operating Decision Maker (“CODM”) to evaluate performance and allocate the resources of the Company. Our revised organizational structure includes the following three operating and reportable segments: (1) U.S. Higher Education (“USHE”), which is primarily comprised of SEI's previous Strayer University and Capella University segments and is focused on providing flexible and affordable certificate and degree programs to working adults; (2) Alternative Learning, a new segment that is primarily focused on developing and maintaining relationships with large employers to build employee education benefits programs; and (3) Australia/New Zealand, which provides certificate and degree programs in Australia and New Zealand. The Australia/New Zealand segment was not changed as a result of the reorganization. We began reporting under the new segment structure in the first quarter of 2021, and we have restated the results for the prior period to conform to the current period presentation. U.S. Higher Education Segment • The USHE segment provides flexible and affordable certificate and degree programs to working adults primarily through Strayer University and Capella University, including the Jack Welch Management Institute MBA, which is a unit of Strayer University. USHE also operates non-degree web and mobile application development courses through Hackbright Academy and Devmountain, which are units of Strayer University. • Strayer University is accredited by the Middle States Commission on Higher Education and Capella University is accredited by the Higher Learning Commission, both institutional accrediting agencies recognized by the Department of 33 Table of Contents Education. The USHE segment provides academic offerings both online and in physical classrooms, helping working adult students develop specific competencies they can apply in their workplace. • The Jack Welch Management Institute (“JWMI”) offers an executive MBA online and is a Top 25 Princeton Review ranked online MBA program. • Devmountain is a software development program offering affordable, high-quality, leading-edge software coding education at multiple campus locations and online. • Hackbright Academy is a software engineering school for women. Its primary offering is an intensive 12-week accelerated software development program, together with placement services and coaching. • In the third quarter, USHE enrollment decreased 13% to 77,574 compared to 89,042 for the same period in 2020. Alternative Learning Segment • The Alternative Learning segment is primarily focused on developing and maintaining relationships with large employers to build employee education benefits programs that provide employees with access to affordable and industry relevant training, certificate, and degree programs. The employer relationships developed by the Alternative Learning division are an important source of student enrollment for Capella University and Strayer University, and the majority of the revenue attributed to the Alternative Learning division is driven by the volume of enrollment derived from these employer relationships. Enrollments attributed to the Alternative Learning segment are determined based on a student’s employment status and the existence of a corporate partnership arrangement with SEI. All enrollments attributed to the Alternative Learning division continue to be attributed to the division until the student graduates or withdraws, even if his or her employment status changes or if the partnership contract expires. • In the third quarter, employer affiliated enrollment as a percentage of USHE enrollment was 21.1% compared to 18.3% for the same period in 2020. • Sophia Learning provides low-cost online general education courses recommended by the American Council on Education for credit to other colleges and universities. • Workforce Edge is a platform which provides employers a full-service education benefits administration solution. • Digital Enablement Partnerships provide online course delivery and support capabilities related to online course delivery to other higher education institutions. Australia/New Zealand Segment • Torrens University is the only investor-funded university in Australia. Torrens University offers undergraduate and graduate courses primarily in five fields of study: business, design and creative technology, health, hospitality, and education. Courses are offered both online and on physical campuses. Torrens University is registered with the Tertiary Education Quality and Standards Agency (“TEQSA”), the regulator for higher education providers and universities throughout Australia, as an Australian University that is authorized to self-accredit its courses. • Think Education is a vocational registered training organization and accredited higher education provider in Australia. Think Education delivers education at several campuses in Sydney, Melbourne, Brisbane, and Adelaide as well as through online study. Think Education and its colleges are accredited in Australia by the TEQSA and the Australian Skills Quality Authority, the regulator for vocational education and training organizations that operate in Australia • Media Design School is a private tertiary institution for creative and technology qualifications in New Zealand. Media Design School offers industry-endorsed courses in 3D animation and visual effects, game art, game programming, graphic and motion design, digital media artificial intelligence, and creative advertising. Media Design School is accredited in New Zealand by the New Zealand Qualifications Authority, responsible for the quality assurance of non-university tertiary training providers. • In the third quarter, Australia/New Zealand enrollment decreased 4% to 18,188 compared to 18,985 for the same period in 2020. We believe we have the right operating strategies in place to provide the most direct path between learning and employment for our students. We are constantly innovating to differentiate ourselves in our markets and drive growth by supporting student 34 Table of Contents success, producing affordable degrees, optimizing our comprehensive marketing strategy, serving a broader set of our students’ professional needs, and establishing new growth platforms. The talent of our faculty and employees, supported by market leading technology, enable these strategies. We believe our strategy will allow us to continue to deliver high quality, affordable education, resulting in continued growth over the long-term. We will continue to invest in this strategy to strengthen the foundation and future of our business. Critical Accounting Policies and Estimates “Management’s Discussion and Analysis of Financial Condition and Results of Operations” discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates and judgments related to its allowance for credit losses; income tax provisions; the useful lives of property and equipment and intangible assets; redemption rates for scholarship programs and valuation of contract liabilities; fair value of right-of-use lease assets for facilities that have been vacated; incremental borrowing rates; valuation of deferred tax assets, goodwill, and intangible assets; forfeiture rates and achievability of performance targets for stock-based compensation plans; and accrued expenses. Management bases its estimates and judgments on historical experience and various other factors and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments regarding the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly reviews its estimates and judgments for reasonableness and may modify them in the future. Actual results may differ from these estimates under different assumptions or conditions. Management believes that the following critical accounting policies are its more significant judgments and estimates used in the preparation of its consolidated financial statements. Revenue recognition — Like many traditional institutions, Strayer University and Capella University offer educational programs primarily on a quarter system having four academic terms, which generally coincide with our quarterly financial reporting periods. Torrens University offers the majority of its education programs on a trimester system having three primary academic terms, which all occur within the calendar year. Approximately 96% of our revenues during the nine months ended September 30, 2021 consisted of tuition revenue. Capella University offers monthly start options for new students, who then transition to a quarterly schedule. Capella University also offers its FlexPath program, which allows students to determine their 12-week billing session schedule after they complete their first course. Tuition revenue for all students is recognized ratably over the course of instruction as the universities and the schools offering non-degree programs provide academic services, whether delivered in person at a physical campus or online. Tuition revenue is shown net of any refunds, withdrawals, corporate discounts, scholarships, and employee tuition discounts. The universities also derive revenue from other sources such as textbook-related income, certificate revenue, certain academic fees, licensing revenue, accommodation revenue, food and beverage fees, and other income, which are all recognized when earned. In accordance with ASC 606, materials provided to students in connection with their enrollment in a course are recognized as revenue when control of those materials transfers to the student. At the start of each academic term or program, a contract liability is recorded for academic services to be provided, and a tuition receivable is recorded for the portion of the tuition not paid in advance. Any cash received prior to the start of an academic term or program is recorded as a contract liability. Students at Strayer University and Capella University finance their education in a variety of ways, and historically about three quarters of our students have participated in one or more financial aid program provided through Title IV of the Higher Education Act. In addition, many of our working adult students finance their own education or receive full or partial tuition reimbursement from their employers. Those students who are veterans or active duty military personnel have access to various additional government-funded educational benefit programs. In Australia, domestic students attending an ANZ institution finance their education themselves or by taking a loan through the government’s Higher Education Loan Program or Vocational Student Loan Program. In New Zealand, domestic students may utilize government loans to fund tuition, and in addition may be eligible for a period of “fees free” study funded by the government. International students attending an ANZ institution are not eligible for funding from the Australian or New Zealand government. A typical class is offered in weekly increments over a six- to twelve-week period, depending on the university and course type, and is followed by an exam. Student attendance is based on physical presence in class for on-ground classes. For online classes, attendance consists of logging into one’s course shell and performing an academically-related activity (e.g., engaging in a discussion post or taking a quiz). 35 Table of Contents If a student withdraws from a course prior to completion, a portion of the tuition may be refundable depending on when the withdrawal occurs. We use the student’s withdrawal date or last date of attendance for this purpose. Our specific refund policies vary across the universities and non-degree programs. For students attending Strayer University, our refund policy typically permits students who complete less than half of a course to receive a partial refund of tuition for that course. For students attending Capella University, our refund policy varies based on course format. GuidedPath students are allowed a 100% refund through the first five days of the course, a 75% refund from six to twelve days, and 0% refund for the remainder of the period. FlexPath students receive a 100% refund through the 12th calendar day of the course for their first billing session only and a 0% refund after that date and for all subsequent billing sessions. For domestic students attending an ANZ institution, refunds are typically provided to students that withdraw within the first 20% of a course term. For international students attending an ANZ institution, refunds are provided to students that withdraw prior to the course commencement date. In limited circumstances refunds to student attending an ANZ institution may be granted after these cut-offs subject to an application for special consideration by the student and approval of that application by the institution. Refunds reduce the tuition revenue that otherwise would have been recognized for that student. Since the academic terms coincide with our financial reporting periods for most programs, nearly all refunds are processed and recorded in the same quarter as the corresponding revenue. For certain programs where courses may overlap a quarter-end date, we estimate a refund or withdrawal rate and do not recognize the related revenue until the uncertainty related to the refund is resolved. The portion of tuition revenue refundable to students may vary based on the student’s state of residence. For students who withdraw from all their courses during the period of instruction, we reassess collectibility of tuition and fees for revenue recognition purposes. In addition, we cease revenue recognition when a student fully withdraws from all of his or her courses in the academic term. Tuition charges billed in accordance with our billing schedule may be greater than the pro rata revenue amount, but the additional amounts are not recognized as revenue unless they are collected in cash and the term is complete. For U.S. students who receive funding under Title IV and withdraw, funds are subject to return provisions as defined by the Department of Education. The university is responsible for returning Title IV funds to the Department and then may seek payment from the withdrawn student of prorated tuition or other amounts charged to him or her. Loss of financial aid eligibility during an academic term is rare and would normally coincide with the student’s withdrawal from the institution. When a student withdraws from all of his or her courses, we consider it to be a contract modification and reassess collectibility at that time. As a result of this reassessment, we cease revenue recognition as our historical experience has shown that amounts outstanding for this group of students are not collectible. In Australia and New Zealand, government funding for eligible students is provided directly to the institution on an estimated basis annually. The amount of government funding provided is based on a course-by-course forecast of enrollments that the institution submits for the upcoming calendar year. Using the enrollment forecast provided as well as the requesting institution's historical enrollment trends, the government approves a fixed amount, which is then funded to the institution evenly on a monthly basis. Periodic reconciliation and true-ups are undertaken between the relevant government authority and the institution based on actual eligible enrollments, which may result in a net amount being due to or from the government. Students at Strayer University registering in credit-bearing courses in any undergraduate program beginning in the summer 2013 term or graduate program beginning in the summer 2020 term (fiscal third quarter), and subsequent terms qualify for the Graduation Fund, whereby qualifying students earn tuition credits that are redeemable in the final year of a student’s course of study if he or she successfully remains in the program. Students must meet all of Strayer University’s admission requirements and not be eligible for any previously offered scholarship program. Our employees and their dependents are not eligible for the program. To maintain eligibility, students must be enrolled in a bachelor’s or master's degree program. Students who have more than one consecutive term of non-attendance lose any Graduation Fund credits earned to date, but may earn and accumulate new credits if the student is reinstated or readmitted by Strayer University in the future. In response to the COVID-19 pandemic, Strayer University is temporarily allowing students to miss two consecutive terms without losing their Graduation Fund credits. In their final academic year, qualifying students will receive one free course for every three courses that the student successfully completed in prior years. Strayer University's performance obligation associated with free courses that may be redeemed in the future is valued based on a systematic and rational allocation of the cost of honoring the benefit earned to each of the underlying revenue transactions that result in progress by the student toward earning the benefit. The estimated value of awards under the Graduation Fund that will be recognized in the future is based on historical experience of students’ persistence in completing their course of study and earning a degree and the tuition rate in effect at the time it was associated with the transaction. Estimated redemption rates of eligible students vary based on their term of enrollment. As of September 30, 2021, we had deferred $51.6 million for estimated redemptions earned under the Graduation Fund, as compared to $53.3 million at December 31, 2020. Each quarter, we assess our methodologies and assumptions underlying our estimates for persistence and estimated redemptions based on actual experience. To date, any adjustments to our estimates have not been material. However, if actual persistence or redemption rates change, adjustments to the reserve may be necessary and could be material. 36 Table of Contents Tuition receivable — We record estimates for our allowance for credit losses related to tuition receivable from students primarily based on our historical collection rates by age of receivable and adjusted for reasonable expectations of future collection performance, net of recoveries. Our experience is that payment of outstanding balances is influenced by whether the student returns to the institution, as we require students to make payment arrangements for their outstanding balances prior to enrollment. Therefore, we monitor outstanding tuition receivable balances through subsequent terms, increasing the reserve on such balances over time as the likelihood of returning to the institution diminishes and our historical experience indicates collection is less likely. We periodically assess our methodologies for estimating credit losses in consideration of actual experience. If the financial condition of our students were to deteriorate based on current or expected future events resulting in evidence of impairment of their ability to make required payments for tuition payable to us, additional allowances or write-offs may be required. For the third quarter of 2021, our bad debt expense was 3.8% of revenue, compared to 4.7% for the same period in 2020. A change in our allowance for credit losses of 1% of gross tuition receivable as of September 30, 2021 would have changed our income from operations by approximately $1.4 million. Business combinations — We account for business combinations using the acquisition method of accounting, which requires that once control is obtained, the purchase price be allocated to all tangible assets and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. Any excess purchase price over the fair value of the net assets acquired is recorded as goodwill. The determination of the fair value of assets acquired and liabilities assumed requires many estimates and assumption with respect to the timing and amounts of cash flow projections, revenue growth rates, earnings before interest and taxes margins, student attrition rates, royalty rates, discount rates, and useful lives. These estimates are based on assumptions believed to be reasonable, and when appropriate, include assistance from independent third-party valuation firms. During the measurement period, which is up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with corresponding offsets to goodwill. We applied the acquisition method of accounting to our acquisition of ANZ in 2020. Refer to Note 3, Acquisition of Torrens University and Associated Assets in Australia and New Zealand, within the footnotes to the condensed consolidated financial statements for additional information. Goodwill and intangible assets — Goodwill represents the excess of the purchase price of an acquired business over the amount assigned to the assets acquired and liabilities assumed. Indefinite-lived intangible assets, which include trade names, are recorded at fair market value on their acquisition date. At the time of acquisition, goodwill and indefinite-lived intangible assets are allocated to reporting units. Management identifies its reporting units by assessing whether the components of its operating segments constitute businesses for which discrete financial information is available and management regularly reviews the operating results of those components. Goodwill and indefinite-lived intangible assets are assessed at least annually for impairment. No events or circumstances occurred in the three and nine months ended September 30, 2021 to indicate an impairment to goodwill or indefinite-lived intangible assets. Accordingly, no impairment charges related to goodwill or indefinite-lived intangible assets were recorded during the three and nine month periods ended September 30, 2021. Finite-lived intangible assets that are acquired in business combinations are recorded at fair value on their acquisition dates and are amortized on a straight-line basis over the estimated useful life of the asset. Finite-lived intangible assets consist of student relationships. We review our finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such assets are not recoverable, a potential impairment loss is recognized to the extent the carrying amount of the assets exceeds the fair value of the assets. No impairment charges related to finite-lived intangible assets were recorded during the three and nine month periods ended September 30, 2021. Other estimates — We record estimates for certain of our accrued expenses and for income tax liabilities. We estimate the useful lives of our property and equipment and intangible assets and periodically review our assumed forfeiture rates and ability to achieve performance targets for stock-based awards and adjust them as necessary. Should actual results differ from our estimates, revisions to our accrued expenses, carrying amount of goodwill and intangible assets, stock-based compensation expense, and income tax liabilities may be required. Results of Operations As discussed above, we completed our acquisition of ANZ on November 3, 2020. Our results of operations for the three and nine months ended September 30, 2021 include the results of ANZ, but the results of operations for the three and nine months ended September 30, 2020 do not include the financial results of ANZ. Accordingly, the financial results of each period presented are not directly comparable. In the third quarter of 2021, we generated $270.1 million in revenue compared to $239.0 million in 2020. Our income from operations was $7.3 million for the third quarter of 2021 compared to $15.4 million in 2020, primarily due to lower earnings in the USHE segment, partially offset by the inclusion of ANZ's income from operations and lower amortization expense of intangible assets. Net income in the third quarter of 2021 was $3.9 million compared to $11.0 million for the same period in 2020. 37 Table of Contents Diluted earnings per share was $0.16 compared to $0.47 for the same period in 2020. For the nine months ended September 30, 2021, we generated $859.6 million in revenue, compared to $760.2 million for the same period in 2020. Our income from operations was $46.0 million for the nine months ended September 30, 2021 compared to $105.8 million for the same period in 2020, primarily due to lower earnings in the USHE segment and higher restructuring costs incurred in the first nine months of 2021, partially offset by the inclusion of ANZ's income from operations. Net income was $33.4 million for the nine months ended September 30, 2021 compared to $80.4 million for the same period in 2020, and diluted earnings per share was $1.38 in the nine months ended September 30, 2021 compared to $3.58 for the same period in 2020. In the accompanying analysis of financial information for 2021 and 2020, we use certain financial measures including 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 Earnings per Share that are not required by or prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These measures, which are considered “non-GAAP financial measures” under SEC rules, are defined by us to exclude the following: • purchase accounting adjustments to record acquired contract liabilities at fair value as a result of our acquisition of Torrens University and associated assets in Australia and New Zealand and to record amortization and depreciation expense related to intangible assets and software assets acquired through our merger with Capella Education Company and our acquisition of Torrens University and associated assets in Australia and New Zealand; • transaction and integration expenses associated with our merger with Capella Education Company and our acquisition of Torrens University and associated assets in Australia and New Zealand; • severance costs and right-of-use lease asset impairment charges associated with our restructuring; • income/loss from partnership and other investments that are not part of our core operations; • discrete tax adjustments related to stock-based compensation and other adjustments; and • foreign currency exchange impact related to translating foreign currency results at a constant exchange rate. When considered together with GAAP financial results, we believe these measures provide management and investors with an additional understanding of our business and operating results, including underlying trends associated with our ongoing operations. Non-GAAP financial measures are not defined in the same manner by all companies and may not be comparable with other similarly titled measures of other companies. Non-GAAP financial measures may be considered in addition to, but not as a substitute for or superior to, GAAP results. A reconciliation of these measures to the most directly comparable GAAP measures is provided below. Adjusted income from operations was $20.8 million in the third quarter of 2021 compared to $37.8 million in 2020. Adjusted net income was $14.2 million in the third quarter of 2021 compared to $27.4 million in 2020, and adjusted diluted earnings per share was $0.59 in the third quarter of 2021 compared to $1.18 in 2020. Adjusted income from operations was $127.4 million for the nine months ended September 30, 2021 compared to $163.9 million for the same period in 2020. Adjusted net income was $88.7 million for the nine months ended September 30, 2021 compared to $119.3 million for the same period in 2020, and adjusted diluted earnings per share was $3.67 for the nine months ended September 30, 2021 compared to $5.32 for the same period in 2020. 38 Table of Contents The tables below reconcile our reported results of operations to adjusted results (amounts in thousands, except per share data): Reconciliation of Reported to Adjusted Results of Operations for the three months ended September 30, 2021 Non-GAAP Adjustments As Reported (GAAP) Purchase accounting adjustments (1) Merger and integration costs (2) Restructuring costs (3) Loss from other investments (4) Tax adjustments (5) Foreign exchange adjustments (6) As Adjusted (Non-GAAP) Revenues $ 270,078 $ — $ — $ — $ — $ — $ 646 $ 270,724 Total costs and expenses $ 262,730 $ (8,932) $ (1,111) $ (3,322) $ — $ — $ 580 $ 249,945 Income from operations $ 7,348 $ 8,932 $ 1,111 $ 3,322 $ — $ — $ 66 $ 20,779 Operating margin 2.7% 7.7% Income before income taxes $ 5,500 $ 8,932 $ 1,111 $ 3,322 $ 1,211 $ — $ 66 $ 20,142 Net income $ 3,854 $ 8,932 $ 1,111 $ 3,322 $ 1,211 $ (4,331) $ 66 $ 14,165 Diluted earnings per share $ 0.16 $ 0.59 Weighted average diluted shares outstanding 24,113 24,113 Rec onciliation of Reported to Adjusted Results of Operations for the three months ended September 30, 2020 Non-GAAP Adjustments As Reported (GAAP) Purchase accounting adjustments (1) Merger and integration costs (2) Restructuring costs (3) Income from other investments (4) Tax adjustments (5) Foreign exchange adjustments (6) 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 Diluted earnings per share $ 0.47 $ 1.18 Weighted average diluted shares outstanding 23,214 23,214 39 Table of Contents Reconciliation of Reported to Adjusted Results of Operations for the nine months ended September 30, 2021 Non-GAAP Adjustments As Reported (GAAP) Purchase accounting adjustments (1) Merger and integration costs (2) Restructuring costs (3) Income from other investments (4) Tax adjustments (5) Foreign exchange adjustments (6) As Adjusted (Non-GAAP) Revenues $ 859,587 $ 3,646 $ — $ — $ — $ — $ (3,907) $ 859,326 Total costs and expenses $ 813,539 $ (47,731) $ (4,060) $ (26,400) $ — $ — $ (3,469) $ 731,879 Income from operations $ 46,048 $ 51,377 $ 4,060 $ 26,400 $ — $ — $ (438) $ 127,447 Operating margin 5.4% 14.8% Income before income taxes $ 47,124 $ 51,377 $ 4,060 $ 26,400 $ (2,970) $ — $ (438) $ 125,553 Net income $ 33,407 $ 51,377 $ 4,060 $ 26,400 $ (2,970) $ (23,182) $ (438) $ 88,654 Diluted earnings per share $ 1.38 $ 3.67 Weighted average diluted shares outstanding 24,131 24,131 Reconciliation of Reported to Adjusted Results of Operations for the nine months ended September 30, 2020 Non-GAAP Adjustments As Reported (GAAP) Purchase accounting adjustments (1) Merger and integration costs (2) Restructuring costs (3) Income from other investments (4) Tax adjustments (5) Foreign exchange adjustments (6) As Adjusted (Non-GAAP) Revenues $ 760,159 $ — $ — $ — $ — $ — $ — $ 760,159 Total costs and expenses $ 654,383 $ (46,251) $ (7,858) $ (4,024) $ — $ — $ — $ 596,250 Income from operations $ 105,776 $ 46,251 $ 7,858 $ 4,024 $ — $ — $ — $ 163,909 Operating margin 13.9% 21.6% Income before income taxes $ 110,450 $ 46,251 $ 7,858 $ 4,024 $ (1,780) $ — $ — $ 166,803 Net income $ 80,351 $ 46,251 $ 7,858 $ 4,024 $ (1,780) $ (17,441) $ — $ 119,263 Diluted earnings per share $ 3.58 $ 5.32 Weighted average diluted shares outstanding 22,432 22,432 __________________________________________________________________________________________ (1) Reflects a purchase accounting adjustment to record acquired contract liabilities at fair value as a result of the Company's acquisition of Torrens University and associated assets in Australia and New Zealand, and amortization and depreciation expense of intangible assets and software assets acquired through the Company’s merger with Capella Education Company and the Company's acquisition of Torrens University and associated assets in Australia and New Zealand. (2) Reflects transaction and 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 and right-of-use lease asset impairment charges associated with the Company's restructuring. (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 an adjusted effective tax rate of 28.5% for the three and nine months ended September 30, 2020 and an adjusted effective tax rate of 29.7% and 29.4% for the three and nine months ended September 30, 2021, respectively. (6) Reflects foreign currency exchange impact related to translating foreign currency results at a constant exchange rate of 0.743 Australian Dollars to U.S. Dollars, which is the 2021 budget rate. 40 Table of Contents Three Months Ended September 30, 2021 Compared to the Three Months Ended September 30, 2020 Revenues. Consolidated revenue increased to $270.1 million, compared to $239.0 million in the same period in the prior year, primarily due to the inclusion of ANZ. In the USHE segment for the three months ended September 30, 2021, total enrollment decreased 13% to 77,574 from 89,042 for the same period in 2020. USHE segment revenue decreased 16.7% to $191.9 million compared to $230.3 million in 2020 as a result of declines in enrollment and revenue-per-student due to higher scholarships and discounts. Near term revenue in the USHE segment is expected to continue to be impacted negatively by the ongoing COVID-19 pandemic with weaker demand for enrollments and higher scholarships and discounts. In the Alternative Learning segment, revenue for the three months ended September 30, 2021 increased 48.7% to $13.0 million compared to $8.7 million in 2020 as a result of rapid growth in Sophia Learning and higher employer affiliated enrollment. Revenues for the Australia/New Zealand segment were $65.2 million. Instructional and support costs. Consolidated instructional and support costs increased to $153.7 million, compared to $127.2 million in the same period in the prior year, principally due to the inclusion of $33.7 million of instructional and support costs related to ANZ, partially offset by lower expenses associated with facility costs as well as savings from the employee restructuring plan implemented in the third quarter of 2020. Consolidated instructional and support costs as a percentage of revenues increased to 56.9% in the third quarter of 2021 from 53.2% in the third quarter of 2020. General and administration expenses . Consolidated general and administration expenses increased to $95.7 million in the third quarter of 2021 compared to $74.1 million in the prior year, principally due to the inclusion of $21.2 million of general and administration expenses related to ANZ, as well as increased investments in branding initiatives and partnerships with brand ambassadors. Consolidated general and administration expenses as a percentage of revenues increased to 35.4% in the third quarter of 2021 from 31.0% in the third quarter of 2020. Amortization of intangible assets . Amortization of intangible assets decreased to $8.9 million in the third quarter of 2021 compared to $15.4 million in 2020, due to lower amortization expense associated with intangible assets acquired through the merger with Capella Education Company, offset by additional amortization expense of intangible assets acquired in the acquisition of ANZ in November 2020. Merger and integration costs. Merger and integration costs decreased to $1.1 million in the third quarter of 2021 compared to $2.9 million for the same period in 2020, as a result of lower transaction and integration expenses associated with the acquisition of ANZ. Restructuring costs . Restructuring costs decreased to $3.3 million in the third quarter of 2021 compared to $4.0 million in 2020, primarily due to lower severance and other personnel-related expenses from employee terminations in connection with the restructuring plan implemented in the third quarter of 2020, partially offset by impairments of right-of-use lease assets associated with vacating leased space in the third quarter of 2021. Income from operations . Consolidated income from operations decreased to $7.3 million in the third quarter of 2021 compared to $15.4 million in the third quarter of 2020, principally due to lower earnings in the USHE segment, partially offset by the inclusion of ANZ's income from operations and lower amortization expense of intangible assets. USHE segment income from operations decreased 84.7% to $5.2 million in the third quarter of 2021, compared to $33.7 million in the third quarter of 2020, primarily due to lower enrollments, higher scholarship and discount offerings, and increased investments in marketing initiatives. In the Alternative Learning segment, income from operations for the three months ended September 30, 2021 increased 26.0% to $5.2 million compared to $4.1 million in 2020 as a result of rapid growth in Sophia Learning and an increase in employer affiliated enrollment, partially offset by increased investment in outreach to corporate partners. Income from operations for the Australia/New Zealand segment was $10.4 million. Other income (expense) . Other income (expense) decreased to $1.8 million of expense in the third quarter of 2021 compared to $0.9 million of income in the third quarter of 2020, as a result of an $0.8 million loss on the sale of marketable securities, a $0.6 million loss from limited partnership investments, as well as an increase in interest expense due to the $141.6 million balance outstanding on our revolving credit facility which was used to partially fund the ANZ acquisition in November 2020. We incurred $0.9 million of interest expense in the three months ended September 30, 2021 compared to $0.2 million in 2020. Provision for income taxes. Income tax expense was $1.6 million in the third quarter of 2021, compared to $5.4 million in the third quarter of 2020. Our effective tax rate for the quarter was 29.9%, compared to 32.9% for the same period in 2020. The increase in the effective tax rate in 2020 was primarily due to non-deductible transaction expenses incurred in that period. Net income . Net income decreased to $3.9 million in the third quarter of 2021 compared to $11.0 million in the third quarter of 2020 due to the factors discussed above. 41 Table of Contents Nine Months Ended September 30, 2021 Compared to the Nine Months Ended September 30, 2020 Revenues. Consolidated revenue increased to $859.6 million, compared to $760.2 million in the same period in the prior year, primarily due to the inclusion of ANZ. USHE segment revenue decreased 14.0% to $630.6 million compared to $733.2 million in 2020 as a result of declines in enrollment and revenue-per-student due to higher scholarships and discounts we offered in response to the COVID-19 pandemic. Near term revenue in the USHE segment is expected to continue to be impacted negatively by the ongoing COVID-19 pandemic with weaker demand for enrollments and higher scholarships and discounts. In the Alternative Learning segment, revenue for the nine months ended September 30, 2021 increased 42.3% to $38.4 million compared to $27.0 million in 2020 as a result of rapid growth in Sophia Learning, and higher employer affiliated enrollment. Revenues for the Australia/New Zealand segment were $190.5 million and included a $3.6 million purchase accounting reduction related to contract liabilities acquired in the acquisition. Instructional and support costs. Consolidated instructional and support costs increased to $459.4 million in the nine months ended September 30, 2021 from $385.7 million in the nine months ended September 30, 2020, principally due to the inclusion of $101.7 million of instructional and support costs related to ANZ, partially offset by cost savings implemented as a result of the impact of the COVID-19 pandemic, which included lower expenses associated with travel and facilities costs, as well as savings from the employee restructuring plan implemented in the third quarter of 2020. Consolidated instructional and support costs as a percentage of revenues increased to 53.4% in the nine months ended September 30, 2021 from 50.7% in the nine months ended September 30, 2020. General and administration expenses . Consolidated general and administration expenses increased to $276.0 million in the nine months ended September 30, 2021 from $210.6 million in the nine months ended September 30, 2020, principally due to the inclusion of $65.9 million of general and administration expenses related to ANZ. Consolidated general and administration expenses as a percentage of revenues increased to 32.1% in the nine months ended September 30, 2021 from 27.7% in the nine months ended September 30, 2020. Amortization of intangible assets . Amortization of intangible assets increased to $47.7 million in the nine months ended September 30, 2021 from $46.3 million in the nine months ended September 30, 2020, due to additional amortization expense of intangible assets acquired in the acquisition of ANZ in November 2020, partially offset by lower amortization expense associated with intangible assets acquired through the merger with Capella Education Company. Merger and integration costs. Merger and integration costs decreased to $4.1 million in the nine months ended September 30, 2021 from $7.9 million in the nine months ended September 30, 2020, as a result of lower expenses for integration support services and severance costs related to the merger with Capella Education Company, partially offset by integration expenses associated with the acquisition of ANZ. Restructuring costs . Restructuring costs increased to $26.4 million in the nine months ended September 30, 2021 from $4.0 million in the nine months ended September 30, 2020, as a result of right-of-use lease assets and fixed assets impairments associated with vacating leased space based on an assessment of our real estate portfolio. Income from operations . Consolidated income from operations decreased to $46.0 million in the nine months ended September 30, 2021 from $105.8 million in the nine months ended September 30, 2020, principally due to lower earnings in the USHE segment and restructuring costs incurred in 2021, partially offset by the inclusion of ANZ's income from operations. USHE segment income from operations decreased 43.0% to $85.0 million in the nine months ended September 30, 2021 from $149.2 million in the nine months ended September 30, 2020, primarily due to lower enrollments and increased scholarship offerings during the COVID-19 pandemic. Alternative Learning segment income from operations increased 10.3% to $16.2 million in the nine months ended September 30, 2021 from $14.7 million in the nine months ended September 30, 2020 as a result of rapid growth in Sophia Learning, partially offset by increased investment in outreach to corporate partners. Income from operations for the Australia/New Zealand segment was $23.0 million, which included a $3.6 million purchase accounting reduction related to contract liabilities acquired in the acquisition. Other income (expense) . Other income (expense) decreased to $1.1 million of income in the nine months ended September 30, 2021 from $4.7 million of income in the nine months ended September 30, 2020, as a result of an $0.8 million loss on the sale of marketable securities and an increase in interest expense due to the $141.6 million balance outstanding on our revolving credit facility which was used to partially fund the ANZ acquisition in November 2020. We incurred $2.7 million of interest expense in the nine months ended September 30, 2021 compared to $0.7 million in the nine months ended September 30, 2020. Provision for income taxes. Income tax expense was $13.7 million in the nine months ended September 30, 2021, compared to $30.1 million in the nine months ended September 30, 2021. Our effective tax rate for the nine months ended September 30, 2021 42 Table of Contents was 29.1%, compared to 27.3% for the nine months ended September 30, 2020. The effective tax rate in 2020 included higher windfall tax benefits recognized through share-based payment arrangements. Net income . Net income decreased to $33.4 million in the nine months ended September 30, 2021 compared to $80.4 million in the nine months ended September 30, 2021 due to the factors discussed above. Liquidity and Capital Resources At September 30, 2021, we had cash, cash equivalents, and marketable securities of $305.0 million compared to $225.3 million at December 31, 2020 and $768.9 million at September 30, 2020. At September 30, 2021, most of our cash was held in demand deposit accounts at high credit quality financial institutions. We are party to a credit facility (the “Amended Credit Facility”), which provides for a senior secured revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of up to $350 million. The Amended Credit Facility provides us 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 an amount up to the sum of (x) the greater of (A) $300 million and (B) 100% of the Company’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 the Company's leverage ratio (calculated on a trailing four-quarter basis) on a pro forma basis will be no greater than 1.75:1.00. In addition, the Amended Credit Facility provides for a subfacility for borrowings in certain foreign currencies in an amount equal to the U.S. dollar equivalent of $150 million. Borrowings under the Revolving Credit Facility bear interest at a per annum rate equal to LIBOR or a base rate, plus a margin ranging from 1.50% to 2.00%, depending on our leverage ratio. An unused commitment fee ranging from 0.20% to 0.30% per annum, depending on our leverage ratio, accrues on unused amounts. We were in compliance with all applicable covenants related to the Amended Credit Facility as of September 30, 2021. At September 30, 2021, we had $141.6 million outstanding on our Revolving Credit Facility. We had no borrowings outstanding as of September 30, 2020. During the nine months ended September 30, 2021 and 2020, we paid $2.1 million and $0.4 million, respectively of interest and unused commitment fees related to our Revolving Credit Facility. Our net cash provided by operating activities for the nine months ended September 30, 2021 was $161.2 million, compared to $158.8 million for the same period in 2020. The increase in net cash from operating activities was driven by the inclusion of ANZ, offset by lower earnings in the USHE segment. Capital expenditures decreased to $33.6 million for the nine months ended September 30, 2021, compared to $34.8 million for the same period in 2020, due to lower capital investments in new and closed campuses, partially offset by the inclusion of ANZ. The Board of Directors declared a regular, quarterly cash dividend of $0.60 per share of common stock for each of the first three quarters of 2021. During the nine months ended September 30, 2021, we paid a total of $44.3 million in cash dividends on our common stock. During the nine months ended September 30, 2021, we paid $5.9 million to repurchase common shares in the open market under our repurchase program. As of September 30, 2021, we had $244.1 million of share repurchase authorization remaining to use through December 31, 2021. For the third quarter of 2021 and 2020, bad debt expense as a percentage of revenue was 3.8% and 4.7%, respectively. We believe that existing cash and cash equivalents, cash generated from operating activities, and if necessary, cash borrowed under our Amended Credit Facility will be sufficient to meet our requirements for at least the next 12 months. Currently, we maintain our cash primarily in demand deposit bank accounts and money market funds, which are included in cash and cash equivalents at September 30, 2021 and 2020. We also hold marketable securities, which primarily include tax-exempt municipal securities and corporate debt securities. During the nine months ended September 30, 2021 and 2020, we earned interest income of $0.9 million and $3.6 million, respectively.