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8-K

Stride, Inc. (LRN)

8-K 2022-04-19 For: 2022-04-19
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 19, 2022
Stride, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 001-33883 95-4774688
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(State or other jurisdiction<br><br> <br>of incorporation) (Commission<br><br> <br>File Number) (IRS Employer<br><br> <br>Identification No.)
2300 Corporate Park Drive,<br><br> <br>Herndon, Virginia 20171
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(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (703) 483-7000
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Former name or former address, if changed since last report
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $0.0001 par value per share LRN New York Stock Exchange (NYSE)

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02          Results of Operations and Financial Condition.

On April 19, 2022, Stride, Inc. (the “Company”) issued a press release announcing its financial results for the third fiscal quarter ended March 31, 2022. A copy of the Company’s press release is furnished herewith as Exhibit 99.1.

The information contained in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 2.02, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01          Financial Statements and Exhibits.

(d)        Exhibits

Exhibit<br><br> <br>No. Description
99.1 Press Release regarding financial<br> results for the quarter ended March 31, 2022

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Stride, Inc.
Date:  April 19, 2022 By: /s/ Vincent W. Mathis
Name: Vincent W. Mathis
Title: Executive Vice President, General Counsel and Secretary

Exhibit 99.1

Stride’s Career Learning Business Continues to Drive Growth

HERNDON, Va.--(BUSINESS WIRE)--April 19, 2022--Stride, Inc. (NYSE: LRN), one of the nation’s leading technology-based education companies, today announced its results for the third fiscal quarter ended March 31, 2022.

Third Quarter Fiscal 2022 Highlights Compared to 2021

  • Revenue of $421.7 million, compared with $392.1 million, driven by strong enrollment trends, continued growth in Adult Learning, and increases in revenue per enrollment.
  • Income from operations of $60.6 million, compared with $38.6 million, due to improved gross margins and lower selling, general and administrative expenses.
  • Net income of $42.9 million, compared with $23.8 million.
  • Diluted net income per share of $1.02, compared with $0.57.
  • Adjusted operating income of $69.4 million, compared with $54.9 million. (1)
  • Adjusted EBITDA of $90.3 million, compared with $75.0 million. (1)

Third Quarter Fiscal 2022 Summary Financial Metrics

Three Months Ended March 31, Change 2022/2021
2022 2021 $ %
(In thousands, except percentages and per share data)
Revenues $ 421,722 392,145 $ 29,577 7.5%
Income from operations 60,594 38,553 22,041 57.2%
Adjusted operating income (1) 69,440 54,906 14,534 26.5%
Net income 42,919 23,789 19,130 80.4%
Net income per share, diluted 1.02 0.57 0.45 78.9%
EBITDA (1) 84,731 62,153 22,578 36.3%
Adjusted EBITDA (1) 90,307 75,007 15,300 20.4%

Nine Month Fiscal 2022 Highlights Compared to 2021

  • Revenue of $1,231.5 million, compared with $1,139.3 million.
  • Income from operations of $110.5 million, compared with $89.1 million.
  • Net income of $79.0 million, compared with $61.0 million.
  • Diluted net income per share of $1.87, compared with $1.46.
  • Adjusted operating income of $134.7 million, compared with $128.0 million. (1)
  • Adjusted EBITDA of $198.5 million, compared with $184.9 million. (1)

Nine Month Fiscal 2022 Summary Financial Metrics

Nine Months Ended March 31, Change 2022/2021
2022 2021 $ %
(In thousands, except percentages and per share data)
Revenues $ 1,231,455 1,139,250 $ 92,205 8.1%
Income from operations 110,532 89,069 21,463 24.1%
Adjusted operating income (1) 134,693 127,965 6,728 5.3%
Net income 79,040 60,956 18,084 29.7%
Net income per share, diluted 1.87 1.46 0.41 28.1%
EBITDA (1) 183,996 154,107 29,889 19.4%
Adjusted EBITDA (1) 198,460 184,928 13,532 7.3%
(1) To supplement our financial statements presented in accordance with U.S. generally accepted accounting principles (GAAP), we also present non-GAAP financial measures including adjusted<br> operating income, EBITDA and adjusted EBITDA. Management believes that these additional metrics provide useful information to investors relating to our financial performance. A reconciliation of these non-GAAP financial measures to<br> the most directly comparable GAAP financial measures is provided below.
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Revenue and Enrollment Data

Revenue

The following table sets forth the Company’s revenues for the periods indicated:

Three Months Ended Nine Months Ended
March 31, Change 2022 / 2021 March 31, Change 2022 / 2021
2022 2021 % 2022 2021 %
(In thousands, except percentages)
General Education $ 315,858 $ 322,304 ) (2.0 %) $ 935,440 $ 950,142 ) (1.5 %)
Career Learning
Middle - High School 83,238 52,382 58.9 % 229,937 152,529 50.7 %
Adult 22,626 17,459 29.6 % 66,078 36,579 80.6 %
Total Career Learning 105,864 69,841 51.6 % 296,015 189,108 56.5 %
Total Revenues $ 421,722 $ 392,145 7.5 % $ 1,231,455 $ 1,139,250 8.1 %

All values are in US Dollars.

Enrollment Data

The following table sets forth total enrollment data for students in our General Education and Career Learning lines of revenue. Enrollments for General Education and Career Learning include those students in full service public or private programs where Stride provides a combination of curriculum, technology, instructional and support services inclusive of administrative support.

Three Months Ended Change Nine Months Ended Change
March 31, 2022 / 2021 March 31, 2022 / 2021
2022 2021 # % 2022 2021 # %
(In thousands, except percentages)
General Education (1) 143.8 155.8 (12.0 ) (7.7 %) 145.1 159.4 (14.3 ) (9.0 %)
Career Learning (1)(2) 42.0 29.5 12.5 42.4 % 41.9 30.0 11.9 39.7 %
Total Enrollment 185.8 185.3 0.5 0.3 % 187.0 189.4 (2.4 ) (1.3 %)
(1) This data includes enrollments for which Stride receives no public funding or revenue.
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(2) No enrollments are included in Career Learning for Galvanize, Tech Elevator or MedCerts.

Revenue per Enrollment Data

The following table sets forth revenue per average enrollment data for students for the period indicated. If the mix of enrollments changes, our revenues will be impacted to the extent the average revenues per enrollments are significantly different.

Three Months Ended Change Nine Months Ended Change
March 31, 2022 / 2021 March 31, 2022 / 2021
2022 2021 # % 2022 2021 # %
General Education $ 2,006 $ 1,876 $ 130 6.9% $ 5,867 $ 5,384 $ 483 9.0%
Career Learning 1,981 1,759 222 12.6% 5,463 5,033 430 8.5%

Cash Flow and Capital Allocation

As of March 31, 2022, the Company’s cash and cash equivalents totaled $308.6 million, compared with $386.1 million reported at June 30, 2021, in line with normal seasonal trends.

Capital expenditures for the first nine months of fiscal 2022 were $47.9 million, compared to $34.9 million in the first nine months of fiscal 2021, and were comprised of $4.7 million of property and equipment, $30.8 million of capitalized software development, and $12.4 million of capitalized curriculum development.

Fiscal Year 2022 Outlook

The Company is updating and raising its forecast for the full fiscal year 2022:

  • Revenue in the range of $1.645 billion to $1.660 billion.
  • Capital expenditures in the range of $65 million to $70 million. Note that capital expenditures include the purchase of property and equipment, capitalized software, and curriculum development costs as defined on our Statement of Cash Flows.
  • Effective tax rate of 27% to 29%.
  • Adjusted operating income in the range of $180 million to $185 million. (1)

(1) In addition to providing an outlook for revenue and capital expenditures, adjusted operating income is provided as a supplemental non-GAAP financial measure<br> as management believes that it provides useful information to our investors. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is provided below. Please also see Special Note<br> on Forward Looking Statements below.

Conference Call

The Company will discuss its third quarter fiscal year 2022 financial results during a conference call scheduled for Tuesday, April 19, 2022 at 5:00 p.m. eastern time (ET).

A live webcast of the call will be available at https://events.q4inc.com/attendee/550949613. To participate in the live call, investors and analysts should dial (888) 210-2831 (domestic) or 1 (289) 514-2968 (international) at 4:45 p.m. ET. The conference ID number is 4812941. Please access the website at least 15 minutes prior to the start of the call.

A replay of the call will be available starting on April 19, 2022 at 8:00 p.m. ET through May 19, 2022 at 8:00 p.m. ET by dialing (800) 770- 2030 (domestic) or 1 (647) 362 9199 (international) and entering the conference ID 4812941. A webcast replay will be available at https://events.q4inc.com/attendee/550949613 for 30 days.

About Stride Inc.

At Stride, Inc. (NYSE: LRN) we are reimagining learning – where learning is lifelong, deeply personal, and prepares learners for tomorrow. The company has transformed the teaching and learning experience for millions of people by providing innovative, high-quality, tech-enabled education solutions, curriculum, and programs directly to students, schools, the military, and enterprises in primary, secondary, and post-secondary settings. Stride is a premier provider of K-12 education for students, schools, and districts, including career learning services through middle and high school curriculum. For adult learners, Stride delivers professional skills training in healthcare and technology, as well as staffing and talent development for Fortune 500 companies. Stride has delivered millions of courses over the past decade and serves learners in all 50 states and more than 100 countries. The company is a proud sponsor of the Future of School, a nonprofit organization dedicated to closing the gap between the pace of technology and the pace of change in education. More information can be found at stridelearning.com, K12.com, galvanize.com, techelevator.com, and medcerts.com.


Special Note on Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We have tried, whenever possible, to identify these forward-looking statements using words such as “anticipates,” “believes,” “estimates,” “continues,” “likely,” “may,” “opportunity,” “potential,” “projects,” “will,” “expects,” “plans,” “intends” and similar expressions to identify forward looking statements, whether in the negative or the affirmative. These statements reflect our current beliefs and are based upon information currently available to us. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance or achievements to differ materially from those expressed in, or implied by, such statements. These risks, uncertainties, factors and contingencies include, but are not limited to: reduction of per pupil funding amounts at the schools we serve; inability to achieve a sufficient level of new enrollments to sustain our business model; limitations of the enrollment data we present, which may not fully capture trends in the performance of our business; failure to enter into new school contracts or renew existing contracts, in part or in their entirety; failure of the schools we serve or us to comply with federal, state and local regulations, resulting in a loss of funding, an obligation to repay funds previously received, or contractual remedies; governmental investigations that could result in fines, penalties, settlements, or injunctive relief; declines or variations in academic performance outcomes of the students and schools we serve as curriculum standards, testing programs and state accountability metrics evolve; harm to our reputation resulting from poor performance or misconduct by operators or us in any school in our industry and/or in any school in which we operate; legal and regulatory challenges from opponents of virtual public education or for-profit education companies; changes in national and local economic and business conditions and other factors, such as natural disasters, pandemics and outbreaks of contagious diseases and other adverse public health developments, such as coronavirus disease 2019 (“COVID-19”); discrepancies in interpretation of legislation by regulatory agencies that may lead to payment or funding disputes; termination of our contracts, or a reduction in the scope of services, with schools; failure to develop the career readiness education business; entry of new competitors with superior technologies and lower prices; unsuccessful integration of mergers, acquisitions and joint ventures; failure to further develop, maintain and enhance our technology, products, services and brands; inadequate recruiting, training and retention of effective teachers and employees; infringement of our intellectual property; disruptions to our Internet-based learning and delivery systems, including, but not limited to, our data storage systems, resulting from cybersecurity attacks; misuse or unauthorized disclosure of student and personal data; and failure to prevent a cybersecurity incident that affects our systems; and other risks and uncertainties associated with our business described in the Company’s filings with the Securities and Exchange Commission. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. All information in this presentation is as of today’s date, and the Company undertakes no obligation to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations.


Financial Statements

The financial statements set forth below are not the complete set of Stride Inc.’s financial statements for the three and nine months ended March 31, 2022 and are presented below without footnotes. Readers are encouraged to obtain and carefully review Stride Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, including all financial statements contained therein and the footnotes thereto, filed with the SEC, which may be retrieved from the SEC’s website at www.sec.gov or from Stride Inc.’s website at www.stridelearning.com.


STRIDE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended Nine Months Ended
March 31, March 31,
2022 2021 2022 2021
(In thousands except share and per share data)
Revenues $ 421,722 $ 392,145 $ 1,231,455 $ 1,139,250
Instructional costs and services 266,883 253,128 802,657 740,951
Gross margin 154,839 139,017 428,798 398,299
Selling, general, and administrative expenses 94,245 100,464 318,266 309,230
Income from operations 60,594 38,553 110,532 89,069
Interest expense, net (2,373 ) (5,371 ) (6,241 ) (12,502 )
Other income, net 496 486 4,291 2,276
Income before income taxes and income from equity method investments 58,717 33,668 108,582 78,843
Income tax expense (16,716 ) (10,275 ) (29,751 ) (18,541 )
Income from equity method investments 918 396 209 654
Net income attributable to common stockholders $ 42,919 $ 23,789 $ 79,040 $ 60,956
Net income attributable to common stockholders per share:
Basic $ 1.03 $ 0.59 $ 1.91 $ 1.52
Diluted $ 1.02 $ 0.57 $ 1.87 $ 1.46
Weighted average shares used in computing per share amounts:
Basic 41,823,564 40,286,109 41,302,789 40,143,610
Diluted 42,136,042 41,690,509 42,351,877 41,701,955

STRIDE, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, June 30,
2021
(audited)
ASSETS
Current assets
Cash and cash equivalents 308,564 $ 386,080
Accounts receivable, net of allowance of 20,641 and 21,384 422,615 369,303
Inventories, net 23,986 39,690
Prepaid expenses 35,861 19,453
Other current assets 80,553 43,004
Total current assets 871,579 857,530
Operating lease right-of-use assets, net 87,516 94,671
Property and equipment, net 67,565 72,069
Capitalized software, net 64,921 57,308
Capitalized curriculum development costs, net 50,476 50,376
Intangible assets, net 91,940 99,480
Goodwill 240,952 240,353
Deposits and other assets 99,583 105,510
Total assets 1,574,532 $ 1,577,297
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable 32,848 $ 62,144
Accrued liabilities 55,152 77,642
Accrued compensation and benefits 59,843 80,363
Deferred revenue 51,530 38,110
Current portion of finance lease liability 37,016 27,336
Current portion of operating lease liability 13,790 20,649
Total current liabilities 250,179 306,244
Long-term finance lease liability 37,566 41,568
Long-term operating lease liability 76,342 77,458
Long-term debt 411,047 299,271
Deferred tax liability 9,034 31,853
Other long-term liabilities 9,794 16,255
Total liabilities 793,962 772,649
Commitments and contingencies
Stockholders’ equity
Preferred stock, par value 0.0001; 10,000,000 shares authorized; zero shares issued or outstanding
Common stock, par value 0.0001; 100,000,000 shares authorized; 48,102,945 and 46,911,527 shares issued; and 42,768,202 and 41,576,784 shares<br> outstanding, respectively 4 4
Additional paid-in capital 683,892 795,449
Accumulated other comprehensive income (loss) (216 ) (474 )
Retained earnings 199,372 112,151
Treasury stock of 5,334,743 shares at cost (102,482 ) (102,482 )
Total stockholders’ equity 780,570 804,648
Total liabilities and stockholders' equity 1,574,532 $ 1,577,297

All values are in US Dollars.


STRIDE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended
March 31,
2022 2021
(In thousands)
Cash flows from operating activities
Net income $ 79,040 $ 60,956
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense 73,464 65,038
Stock-based compensation expense 14,464 30,821
Deferred income taxes 6,572 2,256
Provision for doubtful accounts 7,047 7,635
Amortization of discount and fees on debt 1,182 8,737
Noncash operating lease expense 15,084 14,573
Other 4,675 7,883
Changes in assets and liabilities:
Accounts receivable (56,072 ) (197,659 )
Inventories, prepaid expenses, deposits and other current and long-term assets 7,967 (27,798 )
Accounts payable (26,761 ) (913 )
Accrued liabilities (14,630 ) 8,850
Accrued compensation and benefits (20,652 ) 14,913
Operating lease liability (15,899 ) (15,650 )
Deferred revenue and other liabilities 5,922 31,480
Net cash provided by operating activities 81,403 11,122
Cash flows from investing activities
Purchase of property and equipment (4,734 ) (2,967 )
Capitalized software development costs (30,837 ) (20,189 )
Capitalized curriculum development costs (12,361 ) (11,742 )
Sale of long-lived assets 223
Sale of other investments 5,261
Acquisition of MedCerts, LLC, net of cash acquired (54,795 )
Acquisition of Tech Elevator, Inc., net of cash acquired (16,030 )
Other acquisitions, loans and investments, net of distributions (3,654 ) (1,008 )
Proceeds from the maturity of marketable securities 19,904
Purchases of marketable securities (64,151 )
Net cash used in investing activities (90,572 ) (106,508 )
Cash flows from financing activities
Repayments on finance lease obligations (23,919 ) (17,103 )
Repayments on credit facility (100,000 )
Issuance of convertible senior notes, net of issuance costs 408,610
Purchases of capped calls in connection with convertible senior notes (60,354 )
Payments of deferred purchase consideration (7,858 )
Proceeds from exercise of stock options 391 724
Withholding of stock options for tax withholding (10,885 )
Repurchase of restricted stock for income tax withholding (37,463 ) (8,872 )
Net cash provided by (used in) financing activities (68,849 ) 212,120
Net change in cash, cash equivalents and restricted cash (78,018 ) 116,734
Cash, cash equivalents and restricted cash, beginning of period 386,582 213,299
Cash, cash equivalents and restricted cash, end of period $ 308,564 $ 330,033
Reconciliation of cash, cash equivalents and restricted cash to balance sheet as of March 31st:
Cash and cash equivalents $ 308,564 $ 329,031
Other current assets (restricted cash) 502
Deposits and other assets (restricted cash) 500
Total cash, cash equivalents and restricted cash $ 308,564 $ 330,033

Non-GAAP Financial Measures

To supplement our financial statements presented in accordance with GAAP, we have presented adjusted operating income, EBITDA, and adjusted EBITDA, which are not presented in accordance with GAAP.

  • Adjusted operating income (loss) is defined as income (loss) from operations as adjusted for stock-based compensation and the amortization of intangible assets.
  • EBITDA is defined as income (loss) from operations as adjusted for depreciation and amortization.
  • Adjusted EBITDA is defined as income (loss) from operations as adjusted for stock-based compensation and depreciation and amortization.
  • Adjusted EBITDA and adjusted operating income (loss) exclude stock-based compensation, which consists of expenses for stock options, restricted stock, restricted stock units, and performance stock units.

Management believes that the presentation of these non-GAAP financial measures provides useful information to investors relating to our financial performance. Adjusted operating income (loss) and Adjusted EBITDA remove stock-based compensation, which is a non-cash charge that varies based on market volatility and the terms and conditions of the awards. EBITDA and Adjusted EBITDA remove depreciation and amortization, which can vary depending upon accounting methods and the book value of assets. EBITDA and Adjusted EBITDA provide a measure of corporate performance exclusive of capital structure and the method by which assets were acquired.

Our management uses these non-GAAP financial measures:

  • as additional measures of operating performance because they assist us in comparing our performance on a consistent basis; and
  • in presentations to the members of our Board of Directors to enable our Board to review the same measures used by management to compare our current operating results with corresponding prior periods.

Other companies may define these non-GAAP financial measures differently and, as a result, our use of these non-GAAP financial measures may not be directly comparable to similar non-GAAP financial measures used by other companies. Although we use these non-GAAP financial measures to assess the performance of our business, the use of non-GAAP financial measures is limited as they include and/or do not include certain items not included and/or included in the most directly comparable GAAP financial measure.

These non-GAAP financial measures should be considered in addition to, and not as a substitute for, revenues, income (loss), net income (loss) and net income (loss) per share or other related financial information prepared in accordance with GAAP. Adjusted EBITDA is not intended to be a measure of liquidity. You are cautioned not to place undue reliance on these non-GAAP financial measures.

A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is provided below.


Third Quarter Fiscal 2022

Three Months Ended Nine Months Ended
March 31, March 31,
2022 2021 2022 2021
(In thousands)
Income from operations $ 60,594 $ 38,553 $ 110,532 $ 89,069
Stock-based compensation expense 5,576 12,854 14,464 30,821
Amortization of intangible assets 3,270 3,499 9,697 8,075
Adjusted operating income 69,440 54,906 134,693 127,965
Depreciation and other amortization 20,867 20,101 63,767 56,963
Adjusted EBITDA $ 90,307 $ 75,007 $ 198,460 $ 184,928
EBITDA $ 84,731 $ 62,153 $ 183,996 $ 154,107

Fiscal Year 2022 Outlook

Year Ended June 30, 2022
Low High
(In millions)
Income from operations $ 148.0 $ 151.0
Stock-based compensation expense 19.0 21.0
Amortization of intangible assets 13.0 13.0
Adjusted operating income $ 180.0 $ 185.0

Contacts

Investors

            Timothy Casey 

            Vice President, Investor Relations 

            Stride, Inc. 

            tcasey@k12.com