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Strategic Education, Inc. Reports Fourth Quarter 2020 Results; Solid Financial Foundation Entering 2021

February 26, 2021 6:30 AM

HERNDON, Va.--(BUSINESS WIRE)-- Strategic Education, Inc. (Strategic Education) (NASDAQ: STRA) today announced financial results for the period ended December 31, 2020.

“We are encouraged by the organization’s ability to adapt to the challenges presented by the COVID-19 pandemic over the past year,” said Karl McDonnell, Chief Executive Officer of Strategic Education. “As we enter 2021, we remain focused on providing the highest level of academic quality for our students. Our financial strength provides a solid foundation as we work to successfully integrate the Australia/New Zealand assets into the organization, focus on areas of existing strength in our core business, and invest in opportunities including employer initiatives, Sophia Learning, and digital enablement partnerships.”

STRATEGIC EDUCATION CONSOLIDATED RESULTS

[Note: Strategic Education’s financial results for any periods ended prior to November 3, 2020 do not include the financial results of the Australia/New Zealand acquisition and are therefore not directly comparable.]

Three Months Ended December 31

Year Ended December 31

Strayer University Segment Highlights

Capella University Segment Highlights

Australia/New Zealand Segment Highlights

BALANCE SHEET AND CASH FLOW

At December 31, 2020, Strategic Education had cash, cash equivalents, and marketable securities of $225.3 million, and $141.8 million outstanding under the revolving credit facility. Cash provided by operations in 2020 was $142.9 million compared to $202.1 million in 2019. Capital expenditures for 2020 were $46.8 million compared to $38.7 million in 2019. Capital expenditures for 2021 are expected to be approximately $55 million.

For the fourth quarter of 2020, consolidated bad debt expense as a percentage of revenue was 5.5%, or 5.3% of adjusted revenue, compared to 5.0% of revenue for the same period in 2019. Net tuition receivable as of December 31, 2020 includes additional reserves to account for projected deterioration in collections performance due to the pandemic.

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 March 15, 2021 to shareholders of record as of March 8, 2021.

ELECTIONS TO THE BOARD OF DIRECTORS

On November 5, 2020, the Company announced that the Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, unanimously voted to elect Jerry L. Johnson to serve as a Director of the Company, with service beginning on January 4, 2021. Mr. Johnson is Senior Vice President of Strategy, Corporate Development and Investor Relations at EnPro Industries, a leading technology company using materials science to push the boundaries of the semiconductor, life sciences, and other technology-enabled sectors. Mr. Johnson is a founding member and previously served as a Partner at RLJ Equity Partners since 2007.

In addition, on February 25, 2021, upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors unanimously approved the nomination of William J. Slocum for election to the Board of Directors at the Company’s 2021 Annual Meeting of Stockholders. Mr. Slocum is a Partner of Inclusive Capital Partners L.P. (“In-Cap”), a San Francisco-based investment firm. Prior to his work at In-Cap, Mr. Slocum was a portfolio manager at Golden Gate Capital for nine years and was a Vice President at ValueAct Capital for five years.

CONFERENCE CALL WITH MANAGEMENT

Strategic Education will host a conference call to discuss its fourth quarter 2020 results at 10:00 a.m. (ET) today. To participate in the live call, investors should dial (877) 303-9047 ten minutes prior to the start time. In addition, the 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 prior to the start time of the call. Following the call, the webcast will be archived and available at www.strategiceducation.com in the Investor Relations section.

About Strategic Education, Inc.

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

Forward-Looking Statements

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

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

STRATEGIC EDUCATION, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

For the Three Months Ended
December 31,

For the Twelve Months Ended
December 31,

2019

2020

2019

2020

Revenues

$

263,772

$

267,494

$

997,137

$

1,027,653

Costs and expenses:

Instructional and support costs

133,323

147,007

530,604

532,661

General and administration

67,595

84,635

272,411

295,231

Amortization of intangible assets

15,416

17,974

61,667

64,225

Merger and integration costs

10,225

5,912

21,923

13,770

Restructuring costs

8,358

12,382

Total costs and expenses

226,559

263,886

886,605

918,269

Income from operations

37,213

3,608

110,532

109,384

Other income (expenses)

2,497

(101

)

13,192

4,573

Income before income taxes

39,710

3,507

123,724

113,957

Provision (benefit) for income taxes

11,173

(2,410

)

42,586

27,689

Net income

$

28,537

$

5,917

$

81,138

$

86,268

Earnings per share:

Basic

$

1.31

$

0.25

$

3.73

$

3.81

Diluted

$

1.29

$

0.25

$

3.67

$

3.77

Weighted average shares outstanding:

Basic

21,817

23,955

21,725

22,633

Diluted

22,101

24,143

22,097

22,860

STRATEGIC EDUCATION, INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

December 31,
2019

December 31,
2020

ASSETS

Current assets:

Cash and cash equivalents

$

419,693

$

187,509

Marketable securities

34,874

7,557

Tuition receivable, net

51,523

50,169

Income taxes receivable

1,429

Other current assets

18,004

39,458

Total current assets

524,094

286,122

Property and equipment, net

117,029

158,854

Right-of-use lease assets

84,778

120,687

Marketable securities, non-current

36,633

30,270

Intangible assets, net

273,011

326,420

Goodwill

732,075

1,318,526

Other assets

21,788

54,928

Total assets

$

1,789,408

$

2,295,807

LIABILITIES & STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued expenses

$

90,828

$

104,742

Income taxes payable

1,352

Contract liabilities

39,284

60,501

Lease liabilities

25,284

34,809

Total current liabilities

156,748

200,052

Long-term debt

141,823

Deferred income tax liabilities

47,942

53,407

Lease liabilities, non-current

80,557

106,151

Other long-term liabilities

41,451

46,055

Total liabilities

326,698

547,488

Commitments and contingencies

Stockholders’ equity:

Common stock, par value $0.01; 32,000,000 shares authorized; 21,964,809 and 24,418,939 shares issued and outstanding at December 31, 2019 and 2020, respectively

220

244

Additional paid-in capital

1,309,438

1,519,549

Accumulated other comprehensive income

233

48,880

Retained earnings

152,819

179,646

Total stockholders’ equity

1,462,710

1,748,319

Total liabilities and stockholders’ equity

$

1,789,408

$

2,295,807

STRATEGIC EDUCATION, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

For the Year Ended
December 31,

2019

2020

Cash flows from operating activities:

Net income

$

81,138

$

86,268

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

Amortization of deferred financing costs

333

466

Amortization of investment discount/premium

296

146

Depreciation and amortization

104,861

109,154

Deferred income taxes

(8,037

)

(13,431

)

Stock-based compensation

12,160

14,610

Impairment of right-of-use lease assets

6,046

848

Changes in assets and liabilities:

Tuition receivable, net

1,770

19,659

Other assets

(2,129

)

(32,326

)

Accounts payable and accrued expenses

245

(22,685

)

Income taxes payable and income taxes receivable

1,198

(4,020

)

Contract liabilities

7,716

(10,095

)

Other long-term liabilities

(3,451

)

(5,689

)

Net cash provided by operating activities

202,146

142,905

Cash flows from investing activities:

Cash paid for acquisition, net of cash acquired

(628,759

)

Purchases of property and equipment

(38,689

)

(46,812

)

Purchases of marketable securities

(40,481

)

(1,863

)

Proceeds from marketable securities

43,762

36,192

Other investments

(2,658

)

(950

)

Net cash used in investing activities

(38,066

)

(642,192

)

Cash flows from financing activities:

Net proceeds from issuance of common stock

220,248

Proceeds from long-term debt

145,630

Common dividends paid

(46,625

)

(55,956

)

Net payments for stock awards

(9,195

)

(24,741

)

Payments on long-term debt

(3,807

)

Payment of deferred financing costs

(1,940

)

Repurchase of common stock

(247

)

Net cash provided by (used in) financing activities

(55,820

)

279,187

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

1,623

Net increase (decrease) in cash, cash equivalents, and restricted cash

108,260

(218,477

)

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

312,237

420,497

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

$

420,497

$

202,020

STRATEGIC EDUCATION, INC.

UNAUDITED SEGMENT REPORTING

(in thousands)

For the Three Months
Ended December 31,

For the Twelve Months
Ended December 31,

2019

2020

2019

2020

Revenues:

Strayer University

$

144,503

$

125,488

$

536,969

$

537,633

Capella University

119,269

118,625

460,168

466,639

Australia/New Zealand

23,381

23,381

Consolidated revenues

$

263,772

$

267,494

$

997,137

$

1,027,653

Income (loss) from operations:

Strayer University

$

37,180

$

25,173

$

103,409

$

120,398

Capella University

25,674

23,954

90,713

92,638

Australia/New Zealand

(13,275

)

(13,275

)

Amortization of intangible assets

(15,416

)

(17,974

)

(61,667

)

(64,225

)

Merger and integration costs

(10,225

)

(5,912

)

(21,923

)

(13,770

)

Restructuring costs

(8,358

)

(12,382

)

Consolidated income from operations

$

37,213

$

3,608

$

110,532

$

109,384

Non-GAAP Financial Measures

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

Management uses certain non-GAAP measures to evaluate financial performance because those non-GAAP measures allow for period-over-period comparisons of the Company’s ongoing operations before the impact of certain items described below. These measures are Adjusted 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) 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, (2) amortization and depreciation expense related to intangible assets and software assets 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) 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, (4) severance costs and right-of-use lease asset impairment charges associated with the Company’s restructuring, (5) income recognized from the Company’s investments in partnership interests and other investments, and (6) discrete tax adjustments utilizing adjusted effective income tax rates of 28.0% and 28.4% for the three months ended December 31, 2019 and 2020, respectively, and adjusted effective income tax rates of 27.8% and 28.5% for the twelve months ended December 31, 2019 and 2020, respectively. We define EBITDA as net income before other income, the provision for income taxes, depreciation and amortization, and from this amount in arriving at Adjusted EBITDA we also exclude stock-based compensation expense, amortization expense associated with deferred implementation costs incurred in cloud computing arrangements, and the amounts in (1), (3) and (4) above. These non-GAAP measures are reconciled to the most directly comparable GAAP measures in the sections that follow. Non-GAAP measures should not be viewed as substitutes for GAAP measures.

STRATEGIC EDUCATION, INC.

UNAUDITED RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

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

(in thousands, except per share data)

For the Three Months Ended December 31, 2019
Non-GAAP adjustments

As
Reported
(GAAP)

Contract
liability
adjustment(1)

Amortization
of
intangible
assets(2)

Merger and
integration
costs(3)

Restructuring
costs(4)

Income from
other
investments(5)

Tax
adjustments(6)

As Adjusted
(Non-GAAP)

Revenues

$

263,772

$

$

$

$

$

$

$

263,772

Total costs and expenses

$

226,559

$

$

(15,416

)

$

(10,225

)

$

$

$

$

200,918

Income from operations

$

37,213

$

$

15,416

$

10,225

$

$

$

$

62,854

Operating margin

14.1

%

23.8

%

Income before income taxes

$

39,710

$

$

15,416

$

10,225

$

$

(112

)

$

$

65,239

Net income

$

28,537

$

$

15,416

$

10,225

$

$

(112

)

$

(7,094

)

$

46,972

Earnings per share:

Diluted

$

1.29

$

2.13

Weighted average shares outstanding:

Diluted

22,101

22,101

For the Three Months Ended December 31, 2020
Non-GAAP adjustments

As
Reported
(GAAP)

Contract
liability
adjustment(1)

Amortization
of
intangible
assets(2)

Merger and
integration
costs(3)

Restructuring
costs(4)

Income from
other
investments(5)

Tax
adjustments(6)

As Adjusted
(Non-GAAP)

Revenues

$

267,494

$

11,296

$

$

$

$

$

$

278,790

Total costs and expenses

$

263,886

$

$

(17,974

)

$

(5,912

)

$

(8,358

)

$

$

$

231,642

Income from operations

$

3,608

$

11,296

$

17,974

$

5,912

$

8,358

$

$

$

47,148

Operating margin

1.3

%

16.9

%

Income before income taxes

$

3,507

$

11,296

$

17,974

$

5,912

$

8,358

$

(315

)

$

$

46,732

Net income

$

5,917

$

11,296

$

17,974

$

5,912

$

8,358

$

(315

)

$

(15,700

)

$

33,442

Earnings per share:

Diluted

$

0.25

$

1.39

Weighted average shares outstanding:

Diluted

24,143

24,143

For the Twelve Months Ended December 31, 2019
Non-GAAP adjustments

As
Reported
(GAAP)

Contract
liability
adjustment(1)

Amortization
of
intangible
assets(2)

Merger and
integration
costs(3)

Restructuring
costs(4)

Income from
other
investments(5)

Tax
adjustments(6)

As Adjusted
(Non-GAAP)

Revenues

$

997,137

$

$

$

$

$

$

$

997,137

Total costs and expenses

$

886,605

$

$

(61,667

)

$

(21,923

)

$

$

$

$

803,015

Income from operations

$

110,532

$

$

61,667

$

21,923

$

$

$

$

194,122

Operating margin

11.1

%

19.5

%

Income before income taxes

$

123,724

$

$

61,667

$

21,923

$

$

(3,446

)

$

$

203,868

Net income

$

81,138

$

$

61,667

$

21,923

$

$

(3,446

)

$

(14,001

)

$

147,281

Earnings per share:

Diluted

$

3.67

$

6.67

Weighted average shares outstanding:

Diluted

22,097

22,097

For the Twelve Months Ended December 31, 2020
Non-GAAP adjustments

As
Reported
(GAAP)

Contract
liability
adjustment(1)

Amortization
of
intangible
assets(2)

Merger and
integration
costs(3)

Restructuring
costs(4)

Income from
other
investments(5)

Tax
adjustments(6)

As Adjusted
(Non-GAAP)

Revenues

$

1,027,653

$

11,296

$

$

$

$

$

$

1,038,949

Total costs and expenses

$

918,269

$

$

(64,225

)

$

(13,770

)

$

(12,382

)

$

$

$

827,892

Income from operations

$

109,384

$

11,296

$

64,225

$

13,770

$

12,382

$

$

$

211,057

Operating margin

10.6

%

20.3

%

Income before income taxes

$

113,957

$

11,296

$

64,225

$

13,770

$

12,382

$

(2,094

)

$

$

213,536

Net income

$

86,268

$

11,296

$

64,225

$

13,770

$

12,382

$

(2,094

)

$

(33,141

)

$

152,706

Earnings per share:

Diluted

$

3.77

$

6.68

Weighted average shares outstanding:

Diluted

22,860

22,860

(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.

(2)

Reflects 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.

(3)

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.

(4)

Reflects severance costs and right-of-use lease asset impairment charges associated with the Company’s restructuring.

(5)

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

(6)

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 28.0% and 28.4% for the three months ended December 31, 2019 and 2020, respectively, and adjusted effective income tax rates of 27.8% and 28.5% for the twelve months ended December 31, 2019 and 2020, respectively.

STRATEGIC EDUCATION, INC.

UNAUDITED NON-GAAP SEGMENT REPORTING

(in thousands)

For the Three Months Ended

For the Twelve Months Ended

December 31,

December 31,

2019

2020

2019

2020

Revenues:

Strayer University

$

144,503

$

125,488

$

536,969

$

537,633

Capella University

119,269

118,625

460,168

466,639

Australia/New Zealand

23,381

23,381

Consolidated revenues

263,772

267,494

997,137

1,027,653

Adjustments to consolidated revenues:

Strayer University

Capella University

Australia/New Zealand

11,296

11,296

Total adjustments to consolidated revenues

11,296

11,296

Adjusted revenues by segment:

Strayer University

144,503

125,488

536,969

537,633

Capella University

119,269

118,625

460,168

466,639

Australia/New Zealand

34,677

34,677

Adjusted consolidated revenues

$

263,772

$

278,790

$

997,137

$

1,038,949

Income (loss) from operations:

Strayer University

$

37,180

$

25,173

$

103,409

$

120,398

Capella University

25,674

23,954

90,713

92,638

Australia/New Zealand

(13,275

)

(13,275

)

Amortization of intangible assets

(15,416

)

(17,974

)

(61,667

)

(64,225

)

Merger and integration costs

(10,225

)

(5,912

)

(21,923

)

(13,770

)

Restructuring costs

(8,358

)

(12,382

)

Consolidated income from operations

37,213

3,608

110,532

109,384

Adjustments to consolidated income from operations:

Contract liabilities adjustment

11,296

11,296

Amortization of intangible assets

15,416

17,974

61,667

64,225

Merger and integration costs

10,225

5,912

21,923

13,770

Restructuring costs

8,358

12,382

Total adjustments to consolidated income from operations

25,641

43,540

83,590

101,673

Adjusted income (loss) from operations by segment:

Strayer University

37,180

25,173

103,409

120,398

Capella University

25,674

23,954

90,713

92,638

Australia/New Zealand

(1,979

)

(1,979

)

Total adjusted income from operations

$

62,854

$

47,148

$

194,122

$

211,057

STRATEGIC EDUCATION, INC.

UNAUDITED RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

ADJUSTED EBITDA

(in thousands)

For the Three Months Ended

For the Twelve Months Ended

December 31,

December 31,

2019

2020

2019

2020

Net income

$

28,537

$

5,917

$

81,138

$

86,268

Provision (benefit) for income taxes

11,173

(2,410

)

42,586

27,689

Other income (expenses)

(2,497

)

101

(13,192

)

(4,573

)

Depreciation and amortization

25,999

30,965

104,861

109,154

EBITDA (1)

63,212

34,573

215,393

218,538

Stock-based compensation

3,085

3,851

11,790

14,610

Merger and integration costs (2)

10,225

5,912

21,525

13,770

Restructuring costs (3)

8,009

12,033

Cloud computing amortization (4)

520

983

Contract liability adjustment (5)

11,296

11,296

Adjusted EBITDA (1)

$

76,522

$

64,161

$

248,708

$

271,230

(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 transaction and 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 $0.4 million of depreciation and amortization expense for the twelve months ended December 31, 2019 and includes $0.4 million of stock-based compensation expense for the twelve months ended December 31, 2019.

(3)

Reflects severance costs and right-of-use lease asset impairment charges associated with the Company’s restructuring. Excludes $0.3 million of depreciation and amortization expense for the three and twelve months ended December 31, 2020.

(4)

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

(5)

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.

For more information:

Terese Wilke

Manager, Investor Relations

Strategic Education, Inc.

(612) 977-6331

[email protected]

Source: Strategic Education, Inc.

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