STRA Strategic Education Inc

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Strategic Education, Inc. (“Strategic Education” or the “Company”), a Maryland corporation, 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. Strategic Education’s portfolio of companies is dedicated to closing the skills gap by placing adults on the most direct path between learning and employment.

The accompanying condensed consolidated financial statements and footnotes include the results of the Company’s three reportable segments: (1) U.S. Higher Education (“USHE”), which is primarily comprised of Strayer University and Capella University and is focused on providing flexible and affordable certificate and degree programs to working adults; (2) Education Technology Services, which is primarily focused on developing and maintaining relationships with employers to build employee education benefits programs; and (3) Australia/New Zealand, which through Torrens University and associated assets, provides certificate and degree programs in Australia and New Zealand. The Company’s reportable segments are discussed further in Note 15.

Financial Statement Presentation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in the consolidated financial statements.

All information as of September 30, 2022 and 2023, and for the three and nine months ended September 30, 2022 and 2023 is unaudited but, in the opinion of management, contains all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the condensed consolidated financial position, results of operations, and cash flows of the Company. The condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited consolidated financial statements at that date. Certain year-to-date amounts have been reclassified to conform to the current period’s presentation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full fiscal year.

Below is a description of the nature of the costs included in the Company’s operating expense categories.

Instructional and support costs generally contain items of expense directly attributable to activities that support students. This expense category includes salaries and benefits of faculty and academic administrators, as well as admissions and administrative personnel who support and serve student interests. Instructional and support costs also include course development costs and costs associated with delivering course content, including educational supplies, facilities, and all other physical plant and occupancy costs, with the exception of costs attributable to the corporate offices. Bad debt expense incurred on delinquent student account balances is also included in instructional and support costs.

General and administration expenses include salaries and benefits of management and employees engaged in finance, human resources, legal, regulatory compliance, marketing and other corporate functions. Also included are the costs of advertising and production of marketing materials. General and administration expense also includes the facilities occupancy and other related costs attributable to such functions.

Amortization of intangible assets consists of amortization and depreciation expense related to intangible assets and software assets acquired through the Company’s acquisition of Torrens University and associated assets in Australia and New Zealand (“ANZ”).

Merger and integration costs include integration expenses associated with the Company’s merger with Capella Education Company and the Company’s acquisition of ANZ.

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Restructuring costs include severance and other personnel-related expenses from voluntary and involuntary employee terminations, right-of-use lease and fixed asset impairment charges, gains on sale of real estate and early termination of leased facilities, and other costs associated with the Company’s restructuring activities. See Note 4 for additional information.

Foreign Currency Translation and Transaction Gains and Losses

The United States Dollar (“USD”) is the functional currency of the Company and its subsidiaries operating in the United States. The financial statements of its foreign subsidiaries are maintained in their functional currencies. The functional currency of each of the foreign subsidiaries is the currency of the economic environment in which the subsidiary primarily does business. Financial statements of foreign subsidiaries are translated into USD using the exchange rates applicable to the dates of the financial statements. Assets and liabilities are translated into USD using the period-end spot foreign exchange rates. Income and expenses are translated at the weighted-average exchange rates in effect during the period. Equity accounts are translated at historical exchange rates. The effects of these translation adjustments are reported as a component of accumulated other comprehensive income (loss) within shareholders’ equity.

For any transaction that is in a currency different from the entity’s functional currency, the Company records a net gain or loss based on the difference between the exchange rate at the transaction date and the exchange rate at the transaction settlement date (or rate at period end, if unsettled), in the unaudited condensed consolidated statements of income.

Restricted Cash

In the United States, a significant portion of the Company’s revenues are funded by various federal and state government programs. The Company generally does not receive funds from these programs prior to the start of the corresponding academic term. The Company may be required to return certain funds for students who withdraw from a U.S. higher education institution during the academic term. The Company had approximately $1.4 million and $2.1 million of these unpaid obligations as of December 31, 2022 and September 30, 2023, respectively. In Australia and New Zealand, advance tuition payments from international students are required to be restricted until a student commences his or her course. In addition, a portion of tuition prepayments from students enrolled in a vocational education and training program are held in trust by a third party law firm to adhere to tuition protection requirements. As of December 31, 2022 and September 30, 2023, the Company had approximately $11.9 million and $11.2 million, respectively, of restricted cash related to these requirements in Australia and New Zealand. These balances are recorded as restricted cash and included in other current assets in the unaudited condensed consolidated balance sheets.

As part of conducting operations in Pennsylvania, the Company is required to maintain a “minimum protective endowment” of at least $0.5 million in an interest-bearing account as long as the Company operates its campuses in the state. The Company holds these funds in an interest-bearing account, which is included in other assets.

The following table illustrates the reconciliation of cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statements of cash flows as of September 30, 2022 and 2023 (in thousands):

			As of September 30,
			2022						2023
Cash and cash equivalents			$	262,757					$	167,707
Restricted cash included in other current assets			15,145						13,238
Restricted cash included in other assets			500						500
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows			$	278,402					$	181,445

Marketable Securities

Investments in marketable securities are carried at either amortized cost or fair value. Investments in marketable securities that the Company has the positive intent and ability to hold to maturity are carried at amortized cost and classified as held-to-maturity. Investments in marketable securities that are not classified as held-to-maturity are carried at fair value and classified as either trading or available-for-sale. Management determines the appropriate designation of marketable securities at the time of purchase and reevaluates such designation as of each balance sheet date. All of the Company’s marketable securities are designated as either held-to-maturity or available-for-sale.

The Company’s available-for-sale marketable securities consist of tax-exempt municipal securities and corporate debt securities, which are carried at fair value as determined by quoted market prices or other inputs either directly or indirectly observable in the marketplace for identical or similar assets, with unrealized gains and losses, net of tax, recognized as a component of accumulated

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other comprehensive income (loss) within shareholders’ equity. Management reviews the fair value of the portfolio at least quarterly, and evaluates individual securities with fair value below amortized cost at the balance sheet date for impairment. In order to determine whether there is an impairment, management evaluates whether the Company intends to sell the impaired security and whether it is more likely than not that the Company will be required to sell the security before recovering its amortized cost basis.

If management intends to sell an impaired debt security, or it is more likely than not the Company will be required to sell the security prior to recovering its amortized cost basis, an impairment is deemed to have occurred. The amount of an impairment related to a credit loss, or securities that management intends to sell before recovery, is recognized in earnings. The amount of an impairment on debt securities related to other factors is recorded consistent with changes in the fair value of all other available-for-sale securities as a component of accumulated other comprehensive income (loss) within shareholders’ equity.

The cost of securities sold is based on the specific identification method. Amortization of premiums, accretion of discounts, interest, dividend income and realized gains and losses are included in other income. The contractual maturity date of available-for-sale securities is based on the days remaining to the effective maturity. The Company classifies marketable securities as either current or non-current assets based on management’s intent with regard to usage of those funds, which is dependent upon the security’s maturity date and liquidity considerations based on current market conditions. If management intends to hold the securities for longer than one year as of the balance sheet date, they are classified as non-current.

Tuition Receivable and Allowance for Credit Losses

The Company records tuition receivable and contract liabilities for its students upon the start of the academic term or program. Tuition receivables are not collateralized; however, credit risk is minimized as a result of the diverse nature of the Company’s student bases and through the participation of the majority of the students in federally funded financial aid programs. An allowance for credit losses is established based upon historical collection rates by age of receivable and adjusted for reasonable expectations of future collection performance, net of estimated recoveries. These collection rates incorporate historical performance based on a student’s current enrollment status, likelihood of future enrollment, degree mix trends and changes in the overall economic environment. In the event that current collection trends differ from historical trends, an adjustment is made to the allowance for credit losses and bad debt expense.

The Company’s tuition receivable and allowance for credit losses were as follows as of December 31, 2022 and September 30, 2023 (in thousands):

			December 31, 2022						September 30, 2023
Tuition receivable			$	110,066					$	145,775
Allowance for credit losses			(47,113)						(48,346)
Tuition receivable, net			$	62,953					$	97,429

Approximately $2.7 million and $2.6 million of tuition receivable, net, are included in other assets as of December 31, 2022 and September 30, 2023, respectively, because these amounts are expected to be collected after 12 months.

The following table illustrates changes in the Company’s allowance for credit losses for the three and nine months ended September 30, 2022 and 2023 (in thousands).

			For the three months ended September 30,												For the nine months ended September 30,
			2022						2023						2022						2023
Allowance for credit losses, beginning of period			$	43,507					$	45,877					$	48,783					$	47,113
Additions charged to expense			11,895						14,880						27,899						37,138
Write-offs, net of recoveries			(10,462)						(12,411)						(31,742)						(35,905)
Allowance for credit losses, end of period			$	44,940					$	48,346					$	44,940					$	48,346

Assets Held for Sale

The Company classifies assets and liabilities as held for sale (“disposal group”) when management, having the authority to approve the action, commits to a plan to sell the disposal group, the sale is probable to be completed within one year, and the disposal group is available for immediate sale in its present condition. The Company also considers whether an active program to locate a buyer has been initiated, whether the disposal group is marketed actively for sale at a price that is reasonable in relation to its current fair value, and whether actions required to complete the plan indicate that it is unlikely that significant changes to the

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plan will be made or that the plan will be withdrawn. The Company initially measures a disposal group that is classified as held for sale at the lower of its carrying amount or fair value less costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Gains are not recognized until the date of sale. Assets are not depreciated or amortized while they are classified as held for sale. Upon determining that a disposal group meets the criteria to be classified as held for sale, the Company reports the assets and liabilities of the disposal group as assets held for sale and liabilities held for sale in its unaudited condensed consolidated balance sheets.

Over the last several years, the Company has been evaluating its owned and leased real estate portfolio to identify underutilized facilities to either downsize or exit. One facility identified to be marketed for sale was an owned U.S. Higher Education campus consisting of land, buildings, and building improvements. The Company determined that it met all of the criteria to classify these assets as held for sale as of March 31, 2023. No loss was recorded as the carrying amount of the net assets was less than the fair value less costs to sell. Fair value was determined based upon the anticipated sales price of these assets.

During the second quarter of 2023, the Company sold the long-lived assets related to the owned U.S. Higher Education campus noted above and recognized a $2.1 million gain on sale, which is included in Restructuring costs on the unaudited condensed consolidated statements of income.

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 in a business combination. Indefinite-lived intangible assets, which include trade names, are recorded at fair value on their acquisition date. An indefinite life was assigned to the trade names because they have the continued ability to generate cash flows indefinitely.

Goodwill and the indefinite-lived intangible assets are assessed at least annually for impairment on the first day of the fourth quarter, or more frequently if events occur or circumstances change between annual tests that would more likely than not reduce the fair value of the respective reporting unit or indefinite-lived intangible asset below its carrying amount. The Company 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.

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.

The Company reviews its 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.

Authorized Stock

The Company has authorized 32,000,000 shares of common stock, par value $0.01, of which 24,402,891 and 24,419,092 shares were issued and outstanding as of December 31, 2022 and September 30, 2023, respectively. The Company also has authorized 8,000,000 shares of preferred stock, none of which is issued or outstanding. Before any preferred stock may be issued in the future, the Board of Directors would need to establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, and the terms or conditions of the redemption of the preferred stock.

In July 2023, the Company’s Board of Directors declared a regular, quarterly cash dividend of $0.60 per share of common stock. The dividend was paid on September 11, 2023.

Net Income Per Share

Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the periods. Diluted earnings per share reflects the potential dilution that could occur assuming conversion or exercise of all dilutive unexercised stock options, restricted stock, and restricted stock units (“stock awards”). The dilutive effect of stock awards was determined using the treasury stock method. Under the treasury stock method, all of the following are assumed to be used to repurchase shares of the Company’s common stock: (1) the proceeds received from the exercise of stock options, and (2) the amount of compensation cost associated with the stock awards for future service not yet recognized by the Company. Stock awards are excluded from the computation of diluted earnings per share when their effect would be anti-dilutive.

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Set forth below is a reconciliation of shares used to calculate basic and diluted earnings per share for the three and nine months ended September 30, 2022 and 2023 (in thousands):

			For the three months ended September 30,												For the nine months ended September 30,
			2022						2023						2022						2023
Weighted average shares outstanding used to compute basic earnings per share			23,550						23,365						23,765						23,415
Incremental shares issuable upon the assumed exercise of stock options			3						3						3						4
Unvested restricted stock and restricted stock units			349						502						258						533
Shares used to compute diluted earnings per share			23,902						23,870						24,026						23,952
Anti-dilutive shares excluded from the diluted earnings per share calculation			11						276						149						219

Comprehensive Income (Loss)

Comprehensive income (loss) includes net income and all changes in the Company’s equity during a period from non-owner sources, which for the Company consists of unrealized gains and losses on available-for-sale marketable securities, net of tax, and foreign currency translation adjustments. As of December 31, 2022 and September 30, 2023, the balance of accumulated other comprehensive loss was $35.1 million, net of tax of $0.1 million, and $62.9 million, net of tax of $0.1 million, respectively. There were no reclassifications out of accumulated other comprehensive income (loss) to net income for the three and nine months ended September 30, 2022 and 2023.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the period reported. The most significant management estimates include allowances for credit losses, useful lives of property and equipment and intangible assets, incremental borrowing rates, potential sublease income and vacancy periods, accrued expenses, forfeiture rates and the likelihood of achieving performance criteria for stock-based awards, value of free courses earned by students that will be redeemed in the future, valuation of goodwill and intangible assets, and the provision for income taxes. Actual results could differ from those estimates.

Recently Issued Accounting Standards Not Yet Adopted

Accounting Standards Updates recently issued by the FASB but not yet effective are not expected to have a material effect on the Company’s consolidated financial statements.

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The following table presents the Company’s revenues from contracts with customers disaggregated by material revenue category for the three and nine months ended September 30, 2022 and 2023 (in thousands):

			For the three months ended September 30,												For the nine months ended September 30,
			2022						2023						2022						2023
U.S. Higher Education Segment
Tuition, net of discounts, grants and scholarships			$	177,678					$	192,850					$	546,407					$	575,725
Other(1)			7,821						8,978						24,884						25,677
Total U.S. Higher Education Segment			185,499						201,828						571,291						601,402
Australia/New Zealand Segment
Tuition, net of discounts, grants and scholarships			60,238						61,667						173,621						165,855
Other(1)			939						1,597						3,611						4,384
Total Australia/New Zealand Segment			61,177						63,264						177,232						170,239
Education Technology Services Segment(2)			16,447						20,844						47,019						58,581
Consolidated revenue			$	263,123					$	285,936					$	795,542					$	830,222

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(1)Other revenue is primarily comprised of academic fees, sales of course materials, placement fees and other non-tuition revenue streams.

(2)Education Technology Services revenue is primarily derived from tuition revenue.

Revenues are recognized when control of the promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods and services. The Company applies the five-step revenue model under ASC 606 to determine when revenue is earned and recognized.

Arrangements with students may have multiple performance obligations. For such arrangements, the Company allocates net tuition revenue to each performance obligation based on its relative standalone selling price. The Company generally determines standalone selling prices based on the prices charged to customers and observable market prices. The standalone selling price of material rights to receive free classes or scholarships in the future is estimated based on class tuition prices or amounts of scholarships, and likelihood of redemption based on historical student attendance and completion behavior.

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. Some students may be eligible for scholarship awards, the estimated value of which will be realized in the future and is deducted from revenue when earned, based on historical student attendance and completion behavior. Contract liabilities are recorded as a current or long-term liability in the unaudited condensed consolidated balance sheets based on when the benefit is expected to be realized.

Course materials are available to enable students to access electronically all required materials for courses in which they enroll during the quarter. Revenue derived from course materials is recognized ratably over the duration of the course as the Company provides the student with continuous access to these materials during the term. For sales of certain other course materials, the Company is considered the agent in the transaction, and as such, the Company recognizes revenue net of amounts owed to the vendor at the time of sale. Revenues also include certain academic fees recognized within the quarter of instruction, and certificate revenue and licensing revenue, which are recognized as the services are provided.

Contract Liabilities – Graduation Fund

Strayer University offers the Graduation Fund, which allows undergraduate students to 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 registering in credit-bearing courses in any undergraduate degree program receive one free course for every three courses that the student successfully completes. To be eligible, students must meet all of Strayer University’s admission requirements and must be enrolled in a bachelor’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.

Revenue from students participating in the Graduation Fund is recorded in accordance with ASC 606. The Company defers the value of the related performance obligation associated with the credits estimated to be redeemed in the future based on the underlying revenue transactions that result in progress by the student toward earning the benefit. The Company’s estimate of the benefits that will be redeemed in the future is based on its historical experience of student persistence toward completion of a course of study within this program and similar programs. Each quarter, the Company assesses its assumptions underlying these

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estimates, and to date, any adjustments to the estimates have not been material. The amount estimated to be redeemed in the next 12 months is $19.4 million and is included as a current contract liability in the unaudited condensed consolidated balance sheets. The remainder is expected to be redeemed within two to four years.

The table below presents activity in the contract liability related to the Graduation Fund (in thousands):

			For the nine months ended September 30,
			2022						2023
Balance at beginning of period			$	52,024					$	46,842
Revenue deferred			12,647						14,543
Benefit redeemed			(16,295)						(16,931)
Balance at end of period			$	48,376					$	44,454

Unbilled Receivables – Student Tuition

Academic materials may be shipped to certain new undergraduate students in advance of the term of enrollment. Under ASC 606, the materials represent a performance obligation to which the Company allocates revenue based on the fair value of the materials relative to the total fair value of all performance obligations in the arrangement with the student. When control of the materials passes to the student in advance of the term of enrollment, an unbilled receivable and related revenue are recorded.

Costs to Obtain a Contract

Certain commissions earned by third party international agents are considered incremental and recoverable costs of obtaining a contract with customers in the Australia/New Zealand segment. These costs are deferred and then amortized over the period of benefit which ranges from one year to two years.

In the third quarter of 2020, the Company began implementing a restructuring plan in an effort to reduce the ongoing operating costs of the Company to align with changes in enrollment following the COVID-19 pandemic. Under this plan, the Company incurred severance and other employee separation costs related to voluntary and involuntary employee terminations.

The following details the changes in the Company’s severance and other employee separation costs restructuring liabilities related to the 2020 restructuring plan during the nine months ended September 30, 2022 (in thousands):

			2020 Restructuring Plan
Balance at December 31, 2021			$	1,612
Restructuring and other charges			1,241
Payments			(2,853)
Balance at September 30, 2022			$	—

The final severance payments under the 2020 restructuring plan were made in the third quarter of 2022.

The Company also incurs severance and other employee separation costs related to voluntary and involuntary employee terminations that are not tied to a formal restructuring plan. During the three and nine months ended September 30, 2023, the Company incurred $2.9 million and $11.3 million of severance and other employee separation charges related to the elimination of certain positions. These severance and other employee separation charges are included in Restructuring costs on the unaudited condensed consolidated statements of income.

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The following details the changes in the Company's severance and other employee separation costs restructuring liabilities during the nine months ended September 30, 2023 (in thousands):

			Severance Restructuring Liability
Balance at December 31, 2022			$	—
Restructuring and other charges			11,256
Payments			(8,731)
Balance at September 30, 2023(1)			$	2,525

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(1)Restructuring liabilities are included in accounts payable and accrued expenses.

The Company has also been evaluating its owned and leased real estate portfolio, which has resulted in the consolidation and sale of underutilized facilities. The Company recorded approximately $0.1 million and $1.2 million of right-of-use lease asset charges during the three and nine months ended September 30, 2022, respectively, and approximately $5.1 million during the nine months ended September 30, 2023, related to facilities that were consolidated during the period. The Company also recorded fixed asset impairment charges of approximately $0.1 million and $2.5 million during the three and nine months ended September 30, 2022, respectively, and approximately $0.1 million and $0.4 million during the three and nine months ended September 30, 2023, respectively. During the nine months ended September 30, 2023, the Company recorded a $2.1 million gain from the sale of property and equipment of an owned campus that was previously closed. These right-of-use lease asset and fixed asset impairment charges and gains on the sale of property and equipment are included in Restructuring costs on the unaudited condensed consolidated statements of income.

The following is a summary of available-for-sale and held-to-maturity securities as of September 30, 2023 (in thousands):

			Amortized Cost						Gross Unrealized Gain						Gross Unrealized (Losses)						Estimated Fair Value
Available-for-sale securities:
Tax-exempt municipal securities			$	11,654					$	1					$	(263)					$	11,392
Corporate debt securities			3,204						—						(122)						3,082
Total available-for sale securities			$	14,858					$	1					$	(385)					$	14,474
Held-to-maturity securities:
Term deposits			$	16,400					$	—					$	—					$	16,400

The following is a summary of available-for-sale securities as of December 31, 2022 (in thousands):

			Amortized Cost						Gross Unrealized Gain						Gross Unrealized (Losses)						Estimated Fair Value
Available-for-sale securities:
Tax-exempt municipal securities			$	15,852					$	2					$	(507)					$	15,347
Corporate debt securities			7,140						—						(208)						6,932
Total			$	22,992					$	2					$	(715)					$	22,279

The Company had no held-to-maturity securities as of December 31, 2022.

The unrealized gains and losses on the Company’s investments in corporate debt and municipal securities as of December 31, 2022 and September 30, 2023 were caused by changes in market values primarily due to interest rate changes. As of September 30, 2023, the fair value of the Company’s securities which were in an unrealized loss position for a period longer than twelve months was $13.5 million. The Company does not intend to sell these securities, and it is not more likely than not that the Company will be required to sell these securities prior to the recovery of their amortized cost basis, which may be at maturity. As such, no impairment charges were recorded during the three and nine months ended September 30, 2022 and 2023. The Company has no allowance for credit losses related to its available-for-sale or held-to-maturity securities as all investments are in investment grade securities.

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The following table summarizes the maturities of the Company’s marketable securities as of December 31, 2022 and September 30, 2023 (in thousands):

			December 31, 2022												September 30, 2023
			Available-for-sale securities						Held-to-maturity securities						Available-for-sale securities						Held-to-maturity securities
Due within one year			$	9,156					$	—					$	12,560					$	16,400
Due after one year through three years			13,123						—						1,914						—
Total			$	22,279					$	—					$	14,474					$	16,400

The following table summarizes the proceeds from the maturities and sales of available-for-sale securities for the three and nine months ended September 30, 2022 and 2023 (in thousands):

			For the three months ended September 30,												For the nine months ended September 30,
			2022						2023						2022						2023
Maturities of marketable securities			$	500					$	3,215					$	2,600					$	8,175
Sales of marketable securities			—						—						—						—
Total			$	500					$	3,215					$	2,600					$	8,175

The Company did not record any gross realized gains or losses in net income during the three and nine months ended September 30, 2022 and September 30, 2023.

Assets measured at fair value on a recurring basis consist of the following as of September 30, 2023 (in thousands):

									Fair Value Measurements at Reporting Date Using
			September 30, 2023						Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
Assets:
Money market funds			$	78,308					$	78,308					$	—					$	—
U.S. treasury bills			14,915						14,915						—						—
Available-for-sale securities:
Tax-exempt municipal securities			11,392						—						11,392						—
Corporate debt securities			3,082						—						3,082						—
Total assets at fair value on a recurring basis			$	107,697					$	93,223					$	14,474					$	—

Assets and liabilities measured at fair value on a recurring basis consist of the following as of December 31, 2022 (in thousands):

									Fair Value Measurements at Reporting Date Using
			December 31, 2022						Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
Assets:
Money market funds			$	217					$	217					$	—					$	—
Available-for-sale securities:
Tax-exempt municipal securities			15,347						—						15,347						—
Corporate debt securities			6,932						—						6,932						—
Total assets at fair value on a recurring basis			$	22,496					$	217					$	22,279					$	—

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The Company measures the above items on a recurring basis at fair value as follows:

•Money market funds and U.S. treasury bills – Classified in Level 1 is excess cash the Company holds in money market funds and U.S. treasury bills, which are included in cash and cash equivalents in the accompanying unaudited condensed consolidated balance sheets. The Company records any net unrealized gains and losses for changes in fair value as a component of accumulated other comprehensive income (loss) in stockholders’ equity. The Company’s cash and cash equivalents and held-to-maturity securities held at December 31, 2022 and September 30, 2023 approximate fair value and are not disclosed in the above tables because of the short-term nature of the financial instruments.

•Available-for-sale securities – Classified in Level 2 and valued using readily available pricing sources for comparable instruments utilizing observable inputs from active markets. The Company does not hold securities in inactive markets.

The Company did not change its valuation techniques associated with recurring fair value measurements from prior periods and did not transfer assets or liabilities between levels of the fair value hierarchy during the nine months ended September 30, 2022 and 2023.

The Company acquired certain assets and entered into deferred payment arrangements with the sellers in transactions that occurred in 2011. The deferred payments were classified within Level 3 as there was no liquid market for similarly priced instruments and were valued using discounted cash flow models that encompassed significant unobservable inputs. The assumptions used to prepare the discounted cash flows included estimates for interest rates, enrollment growth, retention rates, and pricing strategies. The final payment related to the deferred payment arrangements was made in the first quarter of 2022.

Changes in the fair value of the Company’s Level 3 liabilities during the nine months ended September 30, 2022 are as follows (in thousands):

			As of September 30, 2022
Balance as of the beginning of period			$	658
Amounts paid			(658)
Other adjustments to fair value			—
Balance at end of period			$	—

Goodwill

The following table presents changes in the carrying value of goodwill by segment for the nine months ended September 30, 2023 (in thousands):

			U.S. Higher Education						Australia / New Zealand						Education Technology Services						Total
Balance as of December 31, 2022			$	632,075					$	519,202					$	100,000					$	1,251,277
Additions			—						—						—						—
Impairments			—						—						—						—
Currency translation adjustments			—						(22,846)						—						(22,846)
Adjustments to prior acquisitions			—						—						—						—
Balance as of September 30, 2023			$	632,075					$	496,356					$	100,000					$	1,228,431

The Company assesses goodwill at least annually for impairment during the fourth quarter, or more frequently if events occur or circumstances change between annual tests that would more likely than not reduce the fair value of the respective reporting unit below its carrying amount. No events or circumstances occurred in the three and nine months ended September 30, 2023 to indicate an impairment to goodwill at any of its segments. There were no impairment charges related to goodwill recorded during the three and nine months ended September 30, 2022 and 2023.

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Intangible Assets

The following table represents the balance of the Company’s intangible assets as of December 31, 2022 and September 30, 2023 (in thousands):

			December 31, 2022																		September 30, 2023
			Gross Carrying Amount						Accumulated Amortization						Net						Gross Carrying Amount						Accumulated Amortization						Net
Subject to amortization
Student relationships			$	200,185					$	(191,125)					$	9,060					$	200,095					$	(199,155)					$	940
Not subject to amortization
Trade names			251,481						—						251,481						248,574						—						248,574
Total			$	451,666					$	(191,125)					$	260,541					$	448,669					$	(199,155)					$	249,514

The Company’s finite-lived intangible assets are comprised of student relationships, which are being amortized on a straight-line basis over a three-year useful life. Straight-line amortization expense for finite-lived intangible assets reflects the pattern in which the economic benefits of the assets are consumed over their estimated useful lives. Amortization expense related to finite-lived intangible assets was $8.5 million and $8.0 million for the nine months ended September 30, 2022 and 2023, respectively.

Indefinite-lived intangible assets not subject to amortization consist of trade names. The Company assigned an indefinite useful life to its trade name intangible assets, as it is believed these assets have the ability to generate cash flows indefinitely. In addition, there are no legal, regulatory, contractual, economic, or other factors to limit the useful life of the trade name intangibles.

The Company assesses indefinite-lived intangible assets at least annually for impairment during the fourth quarter, or more frequently if events occur or circumstances change between annual tests that would more likely than not reduce the fair value of the respective indefinite-lived intangible asset below its carrying amount. No events or circumstances occurred in the three and nine months ended September 30, 2023 to indicate an impairment to indefinite-lived intangible assets. There were no impairment charges related to indefinite-lived intangible assets recorded during the three and nine months ended September 30, 2022 and 2023.

Other current assets consist of the following as of December 31, 2022 and September 30, 2023 (in thousands):

			December 31, 2022						September 30, 2023
Prepaid expenses			$	19,073					$	23,685
Restricted cash			13,287						13,238
Cloud computing arrangements			7,859						7,231
Other			3,066						4,535
Other current assets			$	43,285					$	48,689

Other assets consist of the following as of December 31, 2022 and September 30, 2023 (in thousands):

			December 31, 2022						September 30, 2023
Prepaid expenses, net of current portion			$	18,192					$	17,321
Equity method investments			13,879						16,175
Cloud computing arrangements, net of current portion			7,507						12,021
Other investments			3,396						2,806
Tuition receivable, net, non-current			2,673						2,559
Other			4,005						4,063
Other assets			$	49,652					$	54,945

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Prepaid Expenses

Long-term prepaid expenses primarily relate to payments that have been made for future services to be provided after one year. In 2020, pursuant to the terms of the perpetual license agreement associated with the Jack Welch Management Institute, the Company made a final one-time cash payment of approximately $25.3 million for the right to continue to use the Jack Welch name and likeness. As of December 31, 2022 and September 30, 2023, $17.7 million and $16.5 million, respectively, of this payment is included in the prepaid expenses, net of current portion balance, as the payment is being amortized over an estimated useful life of 15 years.

Equity Method Investments

The Company holds investments in certain limited partnerships that invest in various innovative companies in the health care and education-related technology fields. The Company has commitments to invest up to an additional $2.4 million across these partnerships through 2031. The Company’s investments range from 3%-5% of any partnership’s interest and are accounted for under the equity method.

The following table illustrates changes in the Company’s limited partnership investments for the three and nine months ended September 30, 2022 and 2023 (in thousands):

			For the three months ended September 30,												For the nine months ended September 30,
			2022						2023						2022						2023
Limited partnership investments, beginning of period			$	14,011					$	17,205					$	15,582					$	13,879
Capital contributions			—						162						48						314
Pro-rata share in the net income (loss) of limited partnerships			(32)						(114)						32						3,060
Distributions			—						(1,078)						(1,683)						(1,078)
Limited partnership investments, end of period			$	13,979					$	16,175					$	13,979					$	16,175

Cloud Computing Arrangements

The Company defers implementation costs incurred in cloud computing arrangements and amortizes these costs over the term of the arrangement.

Other Investments

The Company holds investments in education technology start-ups focused on transformational technologies that improve student success. These investments are accounted for at cost less impairment as they do not have readily determinable fair value.

Tuition Receivable

Non-current tuition receivable, net, represents tuition that the Company expects to collect, but not within the next 12 months.

Other

Other is comprised primarily of deferred financing costs associated with the Company’s credit facility, deferred contract costs related to commissions paid in the Australia/New Zealand segment to third party international agents, and refundable security deposits associated with the Company’s leased campus and office space.

Accounts payable and accrued expenses consist of the following as of December 31, 2022 and September 30, 2023 (in thousands):

			December 31, 2022						September 30, 2023
Trade payables			$	45,826					$	54,856
Accrued compensation and benefits			32,608						36,767
Accrued student obligations and other			12,154						10,499
Accounts payable and accrued expenses			$	90,588					$	102,122

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On November 3, 2020, the Company entered into an amended credit facility (“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 the Company 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 the future in an aggregate amount of 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. The maturity date of the Amended Credit Facility is November 3, 2025. The Company paid approximately $1.9 million in debt financing costs associated with the Amended Credit Facility, and these costs are being amortized on a straight-line basis over the five-year term of the Amended Credit Facility.

On June 13, 2023, the Company amended its Revolving Credit Facility to replace references to LIBOR with alternative benchmark rates, including Term SOFR with respect to loans denominated in U.S. dollars, beginning on June 30, 2023. There were no other significant changes to the Revolving Credit Facility related to the amendment.

Borrowings under the Revolving Credit Facility bear interest at a per annum rate equal to Term SOFR or a base rate, plus a margin ranging from 1.50% to 2.00% depending on the Company’s leverage ratio. The Company also is subject to a quarterly unused commitment fee ranging from 0.20% to 0.30% per annum depending on the Company’s leverage ratio, times the daily unused amount under the Revolving Credit Facility.

The Amended Credit Facility is guaranteed by all domestic subsidiaries, subject to certain exceptions, and secured by substantially all of the assets of the Company and its subsidiary guarantors. The Amended Credit Facility contains customary affirmative and negative covenants, representations, warranties, events of default, and remedies upon default, including acceleration and rights to foreclose on the collateral securing the Amended Credit Facility. In addition, the Amended Credit Facility requires that the Company satisfy certain financial maintenance covenants, including:

•A leverage ratio of not greater than 2.00 to 1.00. Leverage ratio is defined as the ratio of total debt (net of unrestricted cash in an amount not to exceed $150 million) to trailing four-quarter EBITDA.

•A coverage ratio of not less than 1.75 to 1.00. Coverage ratio is defined as the ratio of trailing four-quarter EBITDA and rent expense to trailing four-quarter interest and rent expense.

•A U.S. Department of Education (the “Department” or “Department of Education”) Financial Responsibility Composite Score of not less than 1.0 for any fiscal year and not less than 1.5 for any two consecutive fiscal years.

The Company was in compliance with all the terms of the Amended Credit Facility as of September 30, 2023.

In September 2023, the Company repaid $40.0 million of the outstanding balance under the Revolving Credit Facility. As of December 31, 2022 and September 30, 2023, the Company had approximately $101.4 million and $61.2 million, respectively, outstanding under the Revolving Credit Facility. Approximately $3.4 million and $3.2 million was denominated in Australian dollars as of December 31, 2022 and September 30, 2023, respectively.

During the nine months ended September 30, 2022 and 2023, the Company paid $3.0 million and $5.4 million, respectively, of interest and unused commitment fees related to its Revolving Credit Facility.

Other long-term liabilities consist of the following as of December 31, 2022 and September 30, 2023 (in thousands):

			December 31, 2022						September 30, 2023
Contract liabilities, net of current portion			$	36,540					$	34,738
Asset retirement obligations			6,283						5,273
Other			3,183						2,948
Other long-term liabilities			$	46,006					$	42,959

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Contract Liabilities

As discussed in Note 3, in connection with its student tuition contracts, the Company has an obligation to provide free classes in the future should certain eligibility conditions be maintained (the Graduation Fund). Long-term contract liabilities represent the amount of revenue under these arrangements that the Company expects will be realized after one year.

Asset Retirement Obligations

Certain of the Company’s lease agreements require the leased premises to be returned in a predetermined condition.

The following table sets forth the amount of stock-based compensation expense recorded in each of the expense line items for the three and nine months ended September 30, 2022 and 2023 (in thousands):

			For the three months ended September 30,												For the nine months ended September 30,
			2022						2023						2022						2023
Instructional and support costs			$	1,802					$	597					$	5,190					$	4,128
General and administration			3,810						3,210						11,019						10,708
Restructuring costs			—						270						—						366
Stock-based compensation expense included in operating expense			5,612						4,077						16,209						15,202
Tax benefit			1,460						1,054						4,250						3,988
Stock-based compensation expense, net of tax			$	4,152					$	3,023					$	11,959					$	11,214

During the nine months ended September 30, 2022 and 2023, the Company recognized shortfall tax impacts of approximately $1.4 million related to share-based payment arrangements, which were adjustments to the provision for income taxes.

During the nine months ended September 30, 2022 and 2023, the Company recorded income tax expense of $13.6 million and $14.8 million, reflecting an effective tax rate of 32.5% and 32.6%, respectively. Income tax expense for the nine months ended September 30, 2022 and 2023 include shortfall tax impacts of approximately $1.4 million related to share-based payment arrangements.

The Company had $0.9 million of unrecognized tax benefits as of December 31, 2022 and September 30, 2023. Interest and penalties, including those related to uncertain tax positions, are included in the provision for income taxes in the unaudited condensed consolidated statements of income.

The Company paid $20.2 million and $35.6 million in income taxes during the nine months ended September 30, 2022 and 2023, respectively.

The tax years since 2019 remain open for federal tax examination, the tax years since 2018 remain open to examination by certain states, and the tax years since 2017 remain open to examination by foreign taxing jurisdictions in which the Company is subject to taxation.

Strategic Education is an educational 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. Strategic Education’s portfolio of companies is dedicated to closing the skills gap by placing adults on the most direct path between learning and employment. The Company’s organizational structure includes three operating and reportable segments: U.S. Higher Education, Education Technology Services, and Australia/New Zealand.

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.

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The Education Technology Services segment is primarily focused on developing and maintaining relationships with 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 Education Technology Services division are an important source of student enrollment for Strayer University and Capella University, and the majority of the revenue attributed to the Education Technology Services division is driven by the volume of enrollment derived from these employer relationships. Education Technology Services also supports employer partners through Workforce Edge, a platform which provides employers a full-service education benefits administration solution, and Sophia Learning, which enables education benefits programs through the use of low-cost online general education-level courses recommended by the American Council on Education for credit at other colleges and universities.

The Australia/New Zealand segment is comprised of Torrens University, Think Education and Media Design School in Australia and New Zealand, which collectively offer certificate and degree programs in business, design, education, hospitality, healthcare, and technology through campuses in Australia, New Zealand, and online.

Revenue and operating expenses are generally directly attributable to the segments. Inter-segment revenues are not presented separately, as these amounts are immaterial. The Company’s Chief Operating Decision Maker does not evaluate operating segments using asset information.

A summary of financial information by reportable segment for the three and nine months ended September 30, 2022 and 2023 is presented in the following table (in thousands):

			For the three months ended September 30,												For the nine months ended September 30,
			2022						2023						2022						2023
Revenues
U.S. Higher Education			$	185,499					$	201,828					$	571,291					$	601,402
Australia/New Zealand			61,177						63,264						177,232						170,239
Education Technology Services			16,447						20,844						47,019						58,581
Consolidated revenues			$	263,123					$	285,936					$	795,542					$	830,222
Income (loss) from operations
U.S. Higher Education			$	(1,948)					$	10,412					$	25,386					$	26,742
Australia/New Zealand			8,934						13,875						20,506						20,984
Education Technology Services			5,222						8,316						15,237						20,278
Amortization of intangible assets			(3,522)						(3,382)						(10,954)						(10,364)
Merger and integration costs			(269)						(330)						(933)						(1,335)
Restructuring costs			(610)						(3,262)						(6,129)						(15,208)
Consolidated income from operations			$	7,807					$	25,629					$	43,113					$	41,097

The Company is involved in litigation and other legal proceedings arising out of the ordinary course of its business. Certain of these matters are discussed below. From time to time, certain matters may arise that are other than ordinary and routine. The outcome of such matters is uncertain, and the Company may incur costs in the future to defend, settle, or otherwise resolve them. The Company accrues for estimated costs related to existing lawsuits, claims and proceedings when it is probable that it will incur these costs in the future and the costs are reasonably estimable. The Company currently believes that the ultimate outcome of such matters will not, individually or in the aggregate, have a material adverse effect on its consolidated financial position, results of operations or cash flows. However, depending on the amount and timing, an unfavorable resolution of some or all of these matters could materially affect future results of operations in a particular period.

On April 20, 2021, Capella University received a letter from the Department of Education referencing Wright, et al. v. Capella Education Co., et al. (subsequently captioned Ornelas, et al. v. Capella, et al.), United States District Court for the District of Minnesota, Case No. 18-cv-1062, and indicating that the Department would require a fact-finding process pursuant to the borrower defense to repayment regulations to determine the validity of more than 1,000 borrower defense applications that have been submitted regarding Capella University. According to the Department, some of the applications allege similar claims as in the Wright matter concerning alleged misrepresentations of the length of time to complete doctoral programs. Capella University subsequently received approximately 500 applications for borrower defense to repayment. Capella University contested each claim for defense to repayment in individualized responses with supporting evidence, the last of which was sent to the Department in August 2021. Since that time, Capella University has not received any communication from the Department related to the set of

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borrower defense claims received in 2021, nor has Capella University received indication that any of these claims has been evaluated on the facts presented and adjudicated on the merits.

On June 22, 2022, in litigation in which Capella University is not a party, Sweet, et al. v. Miguel Cardona and the United States Department of Education, United States District Court for the Northern District of California, Case No. 3:19-cv-03674-WHA, the Department joined a proposed class settlement agreement that would result in a blanket grant of automatic, presumptive relief for all borrower defense to repayment applications filed by students at any of approximately 150 different listed institutions, including Capella University, through June 22, 2022. The class settlement agreement would also provide certain expedited review of borrower defense claims related to schools excluded from the automatic relief list, as well as for borrowers who applied during the period after execution of the settlement and before final approval. The court granted final approval of the settlement on November 16, 2022. Intervenors, including multiple intervening higher education institutions and companies, appealed the court’s order and moved to stay the court’s final judgment approving the settlement pending resolution of the appeal. Intervenors’ attempts to stay the judgment pending full consideration of appeal have been denied, including by the U.S. Supreme Court on April 13, 2023.

In a July 25, 2022 filing in the same litigation, the Department stated that providing automatic relief to such borrowers “does not constitute the granting or adjudication of a borrower defense pursuant to the Borrower Defense Regulations, and therefore provides no basis to the Department for initiating a borrower defense recoupment proceeding against any institution identified” on the list. It is unclear whether the Department would attempt to seek recovery from Capella University for the amounts of discharged loans. The Department has indicated that any recoupment against institutions “could be imposed only after the Department initiated a separate, future proceeding, in accordance with regulations that require the Department to prove a sufficient basis for liability and provide schools with notice and an opportunity to be heard.” If the Department were to seek recovery for the amounts of discharged loans, Capella University would dispute and defend against such efforts. At this time, the Company is unable to predict the ultimate outcome of Capella-related borrower defense applications.

Our higher education institutions are subject to uncertain and varying laws and regulations, and any changes to these laws or regulations or their application to us may materially adversely affect our business, financial condition, and results of operations. Other than as set forth below, there have been no material changes to the laws and regulations affecting our higher education institutions that are described in our Annual Report on Form 10-K for the year ended December 31, 2022.

United States Regulation

CARES Act

On March 27, 2020, the President signed into law the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. Among other things, the CARES Act suspended payments and interest accrual on federal student loans until September 30, 2020, in addition to suspending involuntary collections such as wage garnishment, tax refund reductions, and reductions of federal benefits like Social Security benefits during the same timeframe. On March 30, 2021, the Secretary of Education also extended student loan relief to all Federal Family Education Loans (“FFEL”) not previously covered. In June 2023, the Department of Education announced that student loan interest would begin to accrue on September 1, 2023, and student loan repayment resumed in October 2023.

American Rescue Plan Act of 2021

On March 11, 2021, President Biden signed into law the American Rescue Plan Act of 2021. Among other things, the legislation amended the “90/10 Rule” to include “all federal education assistance” in the “90” side of the ratio calculation. See “Item 1. Business – Regulation – U.S. Regulatory Environment – The 90/10 Rule” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 for a description of the 90/10 Rule. The legislation required the Department to conduct a negotiated rulemaking process to modify related Department regulations, which the Department began in January 2022. In March 2022, the Institutional and Programmatic Eligibility negotiated rulemaking committee reached consensus on changes to the 90/10 Rule. On October 27, 2022, the Department of Education released final 90/10 regulations, which are largely consistent with the consensus language. However, within the preamble of the regulation the Department indicated that non-Title IV eligible programs offered via distance education are not eligible to be counted in the “10” side of the ratio calculation. The final regulations also provided for an expanded definition of “federal education assistance” that will be periodically defined by the Secretary of Education. On December 20, 2022, the Department published guidance further indicating that non-Title IV eligible programs offered in part or in whole via distance education are not eligible to be counted in the “10” side of the ratio calculation, and has continued to issue guidance related to implementation of the new rule. On December 21, 2022, the Department released a non-exhaustive list of federal agencies and federal education assistance programs that must be included as federal revenue in the 90/10

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calculation. Such agencies include the U.S. Department of Defense (military tuition assistance) and the Department of Veterans Affairs (veterans education benefits), in addition to the Title IV programs already covered by the 90/10 Rule. The new 90/10 regulations are effective for fiscal years beginning on or after January 1, 2023.

Current Negotiated Rulemaking

Improving Institutional Quality and Accountability Committee

In January 2023, the Department indicated its intention to establish one or more rulemaking committees in 2023 to propose new regulations on distance education, improving the use of deferments and forbearances, third-party servicers and related issues, cash management, return of federal funds, state authorization, accreditation and related issues, and TRIO programs. The Department invited interested parties to comment on the topics suggested by the Department at public hearings held on April 11 and 12, 2023. The Department also accepted written comments through April 24, 2023.

Section 432(a) Committee

In June 2023, the Department indicated its intention to establish a rulemaking committee related to the modification, waiver or compromise of federal student loans, as permitted in HEA Section 432(a). The Department held a public hearing on July 18, and accepted written comments through July 20, 2023. In September 2023, the Department announced its selection of non-federal negotiators and the first round of rulemaking meetings were held on October 10 and 11, 2023. The rulemaking committee is also scheduled to meet in November and December 2023.

Following completion of negotiated rulemaking committee meetings, the Department of Education issues proposed rules for public comment. If the negotiated rulemaking committee reaches consensus on a topic, the Department of Education is bound to propose a rule consistent with the consensus. Following public comment, the Department issues final regulations, which, if published by November 1, would generally take effect July 1 of the following year.

Financial Value Transparency and Gainful Employment, Financial Responsibility, Administrative Capability, Certification Procedures, and Ability to Benefit

On May 17, 2023, the Department released proposed rules on financial value transparency and gainful employment, financial responsibility, administrative capability, certification procedures, and ability to benefit. On September 27, 2023, the Department released final regulations on financial value transparency and gainful employment, which are largely consistent with the proposed rule. The gainful employment final rule establishes two independent metrics, both of which must be passed by a gainful employment program subject to the rule in order to maintain Title IV eligibility. Any gainful employment program that fails either or both metrics in a single year would be required to provide a disclosure to current and prospective students, and any such program that fails the same metric in two out of three consecutive years for which the program’s metrics are calculated would lose its access to federal financial aid. The two metrics are 1) a debt-to-earnings ratio that compares the median earnings of graduates who received federal financial aid to the median annual payments on loan debt borrowed for the program, which must be less than or equal to 8% of annual earnings or 20% of discretionary earnings, and 2) an earnings premium test that measures whether the typical graduates from a program that received federal financial aid earn more than a typical high school graduate in their state (or, in some cases, nationally) and within a certain age range in the labor force. A program that fails in two out of three consecutive years, or is voluntarily discontinued by the institution, would not be eligible to have Title IV reinstated for the program or launch and receive Title IV for a “substantially similar program” (generally defined as a program with the same four-digit CIP code) for a minimum of three years. The final rule describes that the Department will now measure earnings six years after graduation (instead of the proposed rule’s three years after graduation) for certain qualifying graduate programs such as clinical psychology, marriage and family therapy, clinical social work, and clinical counseling. The final rule also includes the requirement that, beginning July 1, 2026, all schools provide a link to a Department of Education-hosted website that includes information on cost, earnings, and licensure information, and the gainful employment metrics. The final gainful employment regulations will take effect July 1, 2024. The Department has indicated that it will release metrics beginning in the 2025 financial aid award year. Beginning July 1, 2026, if a program fails a metric, an institution must provide warnings to students and prospective students meeting certain minimum requirements to be specified by the Department; programs that fail the same metric in the first two years the rates are issued will lose eligibility in 2026.

On October 23, 2023, the Department released final rules on financial responsibility, administrative capability, certification procedures, and ability to benefit. The Department’s final rules regarding financial responsibility establish new mandatory triggers—including but not limited to failing 90/10, receiving at least 50% of funds from programs that are failing gainful employment, or being subject to a Department action to recover losses from approved Borrower Defense to Repayment claims that would cause a recalculated composite score to fall below 1.0—that allow the Department to seek financial protection or recalculate the institution’s financial composite score to determine whether an institution’s financial condition has materially weakened. The

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rules also establish new discretionary triggers that will result in the Department conducting case-by-case analysis to see if additional protection is needed. In general, institutions will be required to report triggering events within 21 days of occurrence. According to the regulation, such triggering events may result in a financial protection requirement that would most likely take the form of a letter of credit or cash escrow and provisional certification to participate in Title IV.

Under the final administrative capability rule, institutions will be required to offer adequate services to students, including financial aid counseling and career services support. The final language also includes a new requirement that institutions provide students with geographically accessible clinical or externship opportunities as required for licensure.

In final rules regarding certification procedures, the Department indicates, among other things, that it will consider withdrawal rates, gainful employment rates, licensure passage rates, and instructional and advertising spend when making institutional eligibility determinations. The regulation also provides the Secretary authority to require institutions to submit all marketing materials in cases where the institution is provisionally certified and is found to have engaged in substantial misrepresentation, aggressive recruitment, or a failure to comply with incentive compensation rules. The final regulation also makes changes regarding licensure-track programs, including preventing an institution from offering Title IV aid to a student enrolled in a program that does not meet educational prerequisites for licensure in the state in which the student is located. The Department’s final regulation also requires institutions to comply with all State laws related to closure, including record retention, teach-out plans or agreements and tuition recovery funds or surety bonds for each state in which the institution is located and in each state in which students enrolled by the institution in distance education courses are located.

Borrower Defenses to Repayment

On March 16, 2022, Federal Student Aid (“FSA”) announced that it is monitoring complaints and borrower defense to repayment (“BDTR”) applications from veterans, service members and their family members who report claims of deceptive recruitment and enrollment practices, including misrepresentations related to cost, financing, and application of military and veteran benefits. The Department indicated that it will seek all appropriate corrective measures pursuant to the BDTR regulations if it finds that an institution has engaged in substantial misrepresentation or fraudulent conduct, and that it will share information and complaints with the Department of Defense and Department of Veterans Affairs.

On March 14, 2023, the Department of Education announced that the Office of Enforcement of FSA will use “secret shoppers” to monitor post-secondary institutions’ compliance with the laws and regulations governing participation in federal student aid programs. The Department indicated that secret shoppers will evaluate recruitment, enrollment, financial aid, and other practices of post-secondary institutions to help identify potentially deceptive or predatory practices used to recruit and enroll students. The Department noted that findings from secret shopping may serve as evidence in ongoing investigations and reviews or serve as the basis for opening new investigations and reviews. The Department further noted that, where appropriate and permissible, FSA may refer secret shopping findings to other offices within the Department, as well as other state and federal enforcement agencies.

The Department of Education’s final BDTR rules that took effect on July 1, 2023 are currently being challenged in litigation, to which we are not a party. The litigation alleges that the new rules are unconstitutional, arbitrary and capricious, and that the Department has exceeded its authority in adopting them. On August 7, 2023, the U.S. Court of Appeals for the Fifth Circuit granted a nationwide emergency injunction preventing the Department of Education’s enforcement of the final BDTR and closed school discharge rules. The matter will be heard by the Fifth Circuit panel during the sitting commencing November 6, 2023, and the previous versions of the BDTR and closed school discharge rules remain in effect until at least then. The Company is unable to predict the ultimate outcome of the litigation.

Accrediting Agencies and State Authorization

Capella University’s accreditor, Higher Learning Commission (“HLC”), and Strayer University’s accreditor, Middle States Commission on Higher Education (“Middle States”), must periodically be reviewed by the U.S. Secretary of Education in order to maintain recognition as an institutional accrediting agency. On May 31, 2023, the Department of Education, acting on the recommendation of the National Advisory Committee for Institutional Quality and Integrity, renewed its recognition of HLC for a period of five years and required it provide a monitoring report regarding one item of substantial compliance, and continued the current recognition of Middle States for one year, requiring a compliance report regarding one item of noncompliance.

State Authorization Reciprocity Agreement (SARA)

Strayer University and Capella University participate in the State Authorization Reciprocity Agreement (“SARA”), which allows the Universities to enroll students in distance education programs in each SARA member state, including 49 states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Each of the Universities applies separately to non-SARA member states (i.e., California) for authorization to enroll students, if such authorization is required by the state. On March 1, 2023, SARA’s

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coordinating entity, the National Council for State Authorization Reciprocity Agreements (“NC-SARA”), held its first of two public comment forums to seek input on potential changes to NC-SARA policies. The forum included a discussion of 63 proposed policy changes, some of which, if adopted, would have significantly altered the distance education reciprocity agreements, including a proposal that NC-SARA permit states to apply more stringent standards to for-profit institutions or to eliminate the ability of for-profit institutions to participate in the agreements altogether. In addition to the public comment forums, written comments were accepted through May 17, 2023. In September 2023, NC-SARA’s four regional compacts completed evaluation of the proposed policy changes and unanimously approved six proposed policy changes to be voted upon by the NC-SARA board of directors on October 24, 2023. The remaining proposed policy changes to be voted upon do not include the proposals to permit states to apply more stringent standards to for-profit institutions or exclude for-profit institutions from NC-SARA participation.

Title IX

On June 23, 2022, the Department of Education released proposed Title IX regulations for public comment. Among other changes, the proposed rule would address all forms of sex-based harassment (not only sexual harassment); clarify that Title IX’s prohibition against sex discrimination includes discrimination on the basis of sex stereotypes, sex characteristics, pregnancy or related conditions, sexual orientation, and gender identity; and eliminate the requirement for live hearings at the post-secondary level. The public comment period on the proposed rule ended on September 12, 2022, and the Department has indicated its intention to publish a final Title IX rule in October 2023. When the Department publishes the final Title IX rule, it will indicate an effective date.

Third-Party Servicers

Department of Education regulations permit an institution to enter into a written contract with a third-party servicer for the administration of any aspect of the institution’s participation in Title IV programs. The third-party servicer must, among other obligations, comply with Title IV requirements and be jointly and severally liable with the institution to the Secretary of Education for any violation by the servicer of any Title IV provision. An institution must report to the Department of Education new contracts or any significant modifications to contracts with third-party servicers as well as other matters related to third-party servicers. On February 15, 2023 the Department released a Dear Colleague Letter (“DCL”) (GEN 23-03) with updated guidance expanding the definition of third-party servicers and covered activities to include vendors providing student recruitment and retention services, software products and services related to Title IV administration activities, and educational content and instruction, initially requiring institutions to be in compliance with the new guidance by May 1, 2023. On February 28, 2023, the Department extended the effective date of the updated guidance and reporting requirements from May 1, 2023 to September 1, 2023. On April 11, 2023, the Department again delayed the effective date until six months after the Department publishes a new, revised final guidance letter on the topic, and on May 16, 2023, the Department formally rescinded its 2023 and prior guidance (DCL GEN-16-15 and the March 8, 2017 Electronic Announcement) prohibiting contracts between colleges and foreign-owned or operated servicers. Additionally, in March 2023, the Department indicated via Federal Register publication its intention to establish a negotiated rulemaking committee in 2023 to consider new proposed regulations on third-party servicers and related issues.

Program Participation Agreement

As a result of the August 1, 2018 merger, Capella University experienced a change of ownership, with the Company as its new owner. On January 18, 2019, consistent with standard procedure upon a Title IV institution’s change of ownership, the Department and Capella University executed a new Provisional Program Participation Agreement, approving Capella’s continued participation in Title IV programs with provisional certification through December 31, 2022. As is typical, the Provisional Program Participation Agreement subjected Capella University to certain requirements during the period of provisional certification, including that Capella University must apply for and receive approval from the Department in connection with new locations or the addition of new Title IV-eligible educational programs. Capella University filed its application for recertification in advance of the September 30, 2022 deadline, and on April 18, 2023, Capella University and the Department of Education executed a fully certified Program Participation Agreement, approving Capella University’s continued participation in Title IV programs through September 30, 2025.

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v3.23.3

Cover Page - shares	9 Months Ended
	Sep. 30, 2023	Oct. 20, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	0-21039
Entity Registrant Name	Strategic Education, Inc.
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	52-1975978
Entity Address, Address Line One	2303 Dulles Station Boulevard
Entity Address, City or Town	Herndon,
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	20171
City Area Code	703
Local Phone Number	561-1600
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	STRA
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		24,415,845
Entity Central Index Key	0001013934
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023

v3.23.3

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 167,707	$ 213,667
Marketable securities	28,960	9,156
Tuition receivable, net	97,429	62,953
Income taxes receivable	7,850	0
Other current assets	48,689	43,285
Total current assets	350,635	329,061
Property and equipment, net	117,872	132,845
Right-of-use lease assets	110,789	125,248
Marketable securities, non-current	1,914	13,123
Intangible assets, net	249,514	260,541
Goodwill	1,228,431	1,251,277
Other assets	54,945	49,652
Total assets	2,114,100	2,161,747
Current liabilities:
Accounts payable and accrued expenses	102,122	90,588
Income taxes payable	0	6,989
Contract liabilities	140,248	88,488
Lease liabilities	23,121	23,879
Total current liabilities	265,491	209,944
Long-term debt	61,247	101,396
Deferred income tax liabilities	28,254	34,605
Lease liabilities, non-current	121,395	134,006
Other long-term liabilities	42,959	46,006
Total liabilities	519,346	525,957
Commitments and contingencies
Stockholders’ equity:
Common stock, par value $0.01; 32,000,000 shares authorized; 24,402,891 and 24,419,092 shares issued and outstanding at December 31, 2022 and September 30, 2023, respectively	244	244
Additional paid-in capital	1,513,023	1,510,924
Accumulated other comprehensive loss	(62,878)	(35,068)
Retained earnings	144,365	159,690
Total stockholders’ equity	1,594,754	1,635,790
Total liabilities and stockholders’ equity	$ 2,114,100	$ 2,161,747

v3.23.3

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	32,000,000	32,000,000
Common stock, shares issued (in shares)	24,419,092	24,402,891
Common stock, shares outstanding (in shares)	24,419,092	24,402,891

v3.23.3

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenues	$ 285,936	$ 263,123	$ 830,222	$ 795,542
Costs and expenses:
Instructional and support costs	155,735	153,162	470,152	445,154
General and administration	97,598	97,753	292,066	289,259
Amortization of intangible assets	3,382	3,522	10,364	10,954
Merger and integration costs	330	269	1,335	933
Restructuring costs	3,262	610	15,208	6,129
Total costs and expenses	260,307	255,316	789,125	752,429
Income from operations	25,629	7,807	41,097	43,113
Other income (expense)	842	(262)	4,411	(1,133)
Income before income taxes	26,471	7,545	45,508	41,980
Provision for income taxes	8,012	1,453	14,846	13,639
Net income	$ 18,459	$ 6,092	$ 30,662	$ 28,341
Earnings per share:
Basic (in dollars per share)	$ 0.79	$ 0.26	$ 1.31	$ 1.19
Diluted (in dollars per share)	$ 0.77	$ 0.25	$ 1.28	$ 1.18
Weighted average shares outstanding:
Basic (in shares)	23,365	23,550	23,415	23,765
Diluted (in shares)	23,870	23,902	23,952	24,026

v3.23.3

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 18,459	$ 6,092	$ 30,662	$ 28,341
Other comprehensive income (loss):
Foreign currency translation adjustment	(11,891)	(38,171)	(28,053)	(74,677)
Unrealized gains (losses) on marketable securities, net of tax	97	(189)	243	(895)
Comprehensive income (loss)	$ 6,665	$ (32,268)	$ 2,852	$ (47,231)

v3.23.3

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)
Beginning balance (in shares) at Dec. 31, 2021		24,592,098
Beginning balance at Dec. 31, 2021	$ 1,713,990	$ 246	$ 1,529,969	$ 174,572	$ 9,203
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	16,209		16,202	7
Issuance of restricted stock, net (in shares)		434,068
Issuance of restricted stock, net	(2,868)	$ 5	(2,873)
Repurchase of common stock (in shares)		(571,789)
Repurchase of common stock	(36,916)	$ (6)	(35,396)	(1,514)
Common stock dividends	(44,702)			(44,702)
Foreign currency translation adjustment	(74,677)				(74,677)
Unrealized (losses) gains on marketable securities, net of tax	(895)				(895)
Net income	28,341			28,341
Ending balance (in shares) at Sep. 30, 2022		24,454,377
Ending balance at Sep. 30, 2022	1,598,482	$ 245	1,507,902	156,704	(66,369)
Beginning balance (in shares) at Jun. 30, 2022		24,637,268
Beginning balance at Jun. 30, 2022	1,651,921	$ 246	1,513,509	166,175	(28,009)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	5,612		5,605	7
Issuance of restricted stock, net (in shares)		(4,138)
Issuance of restricted stock, net	(90)	$ 1	(91)
Repurchase of common stock (in shares)		(178,753)
Repurchase of common stock	(11,944)	$ (2)	(11,121)	(821)
Common stock dividends	(14,749)			(14,749)
Foreign currency translation adjustment	(38,171)				(38,171)
Unrealized (losses) gains on marketable securities, net of tax	(189)				(189)
Net income	6,092			6,092
Ending balance (in shares) at Sep. 30, 2022		24,454,377
Ending balance at Sep. 30, 2022	$ 1,598,482	$ 245	1,507,902	156,704	(66,369)
Beginning balance (in shares) at Dec. 31, 2022	24,402,891	24,402,891
Beginning balance at Dec. 31, 2022	$ 1,635,790	$ 244	1,510,924	159,690	(35,068)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	15,202		15,030	172
Exercise of stock options, net (in shares)		2,704
Exercise of stock options, net	126		126
Issuance of restricted stock, net (in shares)		142,570
Issuance of restricted stock, net	(5,050)	$ 1	(5,051)
Repurchase of common stock (in shares)		(129,073)
Repurchase of common stock	(10,013)	$ (1)	(8,006)	(2,006)
Common stock dividends	(44,153)			(44,153)
Foreign currency translation adjustment	(28,053)				(28,053)
Unrealized (losses) gains on marketable securities, net of tax	243				243
Net income	$ 30,662			30,662
Ending balance (in shares) at Sep. 30, 2023	24,419,092	24,419,092
Ending balance at Sep. 30, 2023	$ 1,594,754	$ 244	1,513,023	144,365	(62,878)
Beginning balance (in shares) at Jun. 30, 2023		24,465,671
Beginning balance at Jun. 30, 2023	1,598,606	$ 245	1,509,077	140,368	(51,084)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	4,077		3,905	172
Exercise of stock options, net (in shares)		1,382
Exercise of stock options, net	71		71
Issuance of restricted stock, net (in shares)		(47,961)
Issuance of restricted stock, net	(31)	$ (1)	(30)
Common stock dividends	(14,634)			(14,634)
Foreign currency translation adjustment	(11,891)				(11,891)
Unrealized (losses) gains on marketable securities, net of tax	97				97
Net income	$ 18,459			18,459
Ending balance (in shares) at Sep. 30, 2023	24,419,092	24,419,092
Ending balance at Sep. 30, 2023	$ 1,594,754	$ 244	$ 1,513,023	$ 144,365	$ (62,878)

v3.23.3

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Parenthetical) - $ / shares	1 Months Ended	3 Months Ended		9 Months Ended
	Jul. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Stockholders' Equity [Abstract]
Common stock dividends (in dollars per share)	$ 0.60	$ 0.60	$ 0.60	$ 1.80	$ 1.80

v3.23.3

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net income	$ 30,662	$ 28,341
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of property and equipment	(2,136)	0
Amortization of deferred financing costs	416	414
Amortization of investment discount/premium	(40)	29
Depreciation and amortization	44,881	49,193
Deferred income taxes	(5,947)	(9,213)
Stock-based compensation	15,202	16,209
Impairment of right-of-use lease assets	5,135	1,185
Changes in assets and liabilities:
Tuition receivable, net	(35,113)	(33,320)
Other assets	(12,456)	417
Accounts payable and accrued expenses	11,119	6,768
Income taxes payable and income taxes receivable	(14,669)	4,498
Contract liabilities	52,836	65,437
Other liabilities	(2,717)	(5,226)
Net cash provided by operating activities	87,173	124,732
Cash flows from investing activities:
Purchases of property and equipment	(27,318)	(32,508)
Purchases of marketable securities	(16,904)	0
Proceeds from marketable securities	8,175	2,600
Proceeds from sale of property and equipment	5,890	0
Proceeds from other investments	457	0
Other investments	(314)	(223)
Cash paid for acquisition, net of cash acquired	(448)	(193)
Net cash used in investing activities	(30,462)	(30,324)
Cash flows from financing activities:
Common dividends paid	(44,139)	(44,600)
Payments on long-term debt	(40,000)	0
Net payments for stock awards	(4,925)	(2,973)
Repurchase of common stock	(9,999)	(36,916)
Net cash used in financing activities	(99,063)	(84,489)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(3,657)	(10,729)
Net decrease in cash, cash equivalents, and restricted cash	(46,009)	(810)
Cash, cash equivalents, and restricted cash — beginning of period	227,454	279,212
Cash, cash equivalents, and restricted cash — end of period	181,445	278,402
Non-cash transactions:
Non-cash additions to property and equipment	2,110	1,910
Right-of-use lease assets obtained in exchange for operating lease liabilities	$ 8,329	$ 4,278

v3.23.3

Nature of Operations	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations	Nature of Operations Strategic Education, Inc. (“Strategic Education” or the “Company”), a Maryland corporation, 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. Strategic Education’s portfolio of companies is dedicated to closing the skills gap by placing adults on the most direct path between learning and employment. The accompanying condensed consolidated financial statements and footnotes include the results of the Company’s three reportable segments: (1) U.S. Higher Education (“USHE”), which is primarily comprised of Strayer University and Capella University and is focused on providing flexible and affordable certificate and degree programs to working adults; (2) Education Technology Services, which is primarily focused on developing and maintaining relationships with employers to build employee education benefits programs; and (3) Australia/New Zealand, which through Torrens University and associated assets, provides certificate and degree programs in Australia and New Zealand. The Company’s reportable segments are discussed further in Note 15.

v3.23.3

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Significant Accounting Policies	Significant Accounting Policies Financial Statement Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in the consolidated financial statements. All information as of September 30, 2022 and 2023, and for the three and nine months ended September 30, 2022 and 2023 is unaudited but, in the opinion of management, contains all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the condensed consolidated financial position, results of operations, and cash flows of the Company. The condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited consolidated financial statements at that date. Certain year-to-date amounts have been reclassified to conform to the current period’s presentation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full fiscal year. Below is a description of the nature of the costs included in the Company’s operating expense categories. Instructional and support costs generally contain items of expense directly attributable to activities that support students. This expense category includes salaries and benefits of faculty and academic administrators, as well as admissions and administrative personnel who support and serve student interests. Instructional and support costs also include course development costs and costs associated with delivering course content, including educational supplies, facilities, and all other physical plant and occupancy costs, with the exception of costs attributable to the corporate offices. Bad debt expense incurred on delinquent student account balances is also included in instructional and support costs. General and administration expenses include salaries and benefits of management and employees engaged in finance, human resources, legal, regulatory compliance, marketing and other corporate functions. Also included are the costs of advertising and production of marketing materials. General and administration expense also includes the facilities occupancy and other related costs attributable to such functions. Amortization of intangible assets consists of amortization and depreciation expense related to intangible assets and software assets acquired through the Company’s acquisition of Torrens University and associated assets in Australia and New Zealand (“ANZ”). Merger and integration costs include integration expenses associated with the Company’s merger with Capella Education Company and the Company’s acquisition of ANZ. Restructuring costs include severance and other personnel-related expenses from voluntary and involuntary employee terminations, right-of-use lease and fixed asset impairment charges, gains on sale of real estate and early termination of leased facilities, and other costs associated with the Company’s restructuring activities. See Note 4 for additional information. Foreign Currency Translation and Transaction Gains and Losses The United States Dollar (“USD”) is the functional currency of the Company and its subsidiaries operating in the United States. The financial statements of its foreign subsidiaries are maintained in their functional currencies. The functional currency of each of the foreign subsidiaries is the currency of the economic environment in which the subsidiary primarily does business. Financial statements of foreign subsidiaries are translated into USD using the exchange rates applicable to the dates of the financial statements. Assets and liabilities are translated into USD using the period-end spot foreign exchange rates. Income and expenses are translated at the weighted-average exchange rates in effect during the period. Equity accounts are translated at historical exchange rates. The effects of these translation adjustments are reported as a component of accumulated other comprehensive income (loss) within shareholders’ equity. For any transaction that is in a currency different from the entity’s functional currency, the Company records a net gain or loss based on the difference between the exchange rate at the transaction date and the exchange rate at the transaction settlement date (or rate at period end, if unsettled), in the unaudited condensed consolidated statements of income. Restricted Cash In the United States, a significant portion of the Company’s revenues are funded by various federal and state government programs. The Company generally does not receive funds from these programs prior to the start of the corresponding academic term. The Company may be required to return certain funds for students who withdraw from a U.S. higher education institution during the academic term. The Company had approximately $1.4 million and $2.1 million of these unpaid obligations as of December 31, 2022 and September 30, 2023, respectively. In Australia and New Zealand, advance tuition payments from international students are required to be restricted until a student commences his or her course. In addition, a portion of tuition prepayments from students enrolled in a vocational education and training program are held in trust by a third party law firm to adhere to tuition protection requirements. As of December 31, 2022 and September 30, 2023, the Company had approximately $11.9 million and $11.2 million, respectively, of restricted cash related to these requirements in Australia and New Zealand. These balances are recorded as restricted cash and included in other current assets in the unaudited condensed consolidated balance sheets. As part of conducting operations in Pennsylvania, the Company is required to maintain a “minimum protective endowment” of at least $0.5 million in an interest-bearing account as long as the Company operates its campuses in the state. The Company holds these funds in an interest-bearing account, which is included in other assets. The following table illustrates the reconciliation of cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statements of cash flows as of September 30, 2022 and 2023 (in thousands): As of September 30, 2022 2023 Cash and cash equivalents $ 262,757  $ 167,707  Restricted cash included in other current assets 15,145  13,238  Restricted cash included in other assets 500  500  Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 278,402  $ 181,445  Marketable Securities Investments in marketable securities are carried at either amortized cost or fair value. Investments in marketable securities that the Company has the positive intent and ability to hold to maturity are carried at amortized cost and classified as held-to-maturity. Investments in marketable securities that are not classified as held-to-maturity are carried at fair value and classified as either trading or available-for-sale. Management determines the appropriate designation of marketable securities at the time of purchase and reevaluates such designation as of each balance sheet date. All of the Company’s marketable securities are designated as either held-to-maturity or available-for-sale. The Company’s available-for-sale marketable securities consist of tax-exempt municipal securities and corporate debt securities, which are carried at fair value as determined by quoted market prices or other inputs either directly or indirectly observable in the marketplace for identical or similar assets, with unrealized gains and losses, net of tax, recognized as a component of accumulated other comprehensive income (loss) within shareholders’ equity. Management reviews the fair value of the portfolio at least quarterly, and evaluates individual securities with fair value below amortized cost at the balance sheet date for impairment. In order to determine whether there is an impairment, management evaluates whether the Company intends to sell the impaired security and whether it is more likely than not that the Company will be required to sell the security before recovering its amortized cost basis. If management intends to sell an impaired debt security, or it is more likely than not the Company will be required to sell the security prior to recovering its amortized cost basis, an impairment is deemed to have occurred. The amount of an impairment related to a credit loss, or securities that management intends to sell before recovery, is recognized in earnings. The amount of an impairment on debt securities related to other factors is recorded consistent with changes in the fair value of all other available-for-sale securities as a component of accumulated other comprehensive income (loss) within shareholders’ equity. The cost of securities sold is based on the specific identification method. Amortization of premiums, accretion of discounts, interest, dividend income and realized gains and losses are included in other income. The contractual maturity date of available-for-sale securities is based on the days remaining to the effective maturity. The Company classifies marketable securities as either current or non-current assets based on management’s intent with regard to usage of those funds, which is dependent upon the security’s maturity date and liquidity considerations based on current market conditions. If management intends to hold the securities for longer than one year as of the balance sheet date, they are classified as non-current. Tuition Receivable and Allowance for Credit Losses The Company records tuition receivable and contract liabilities for its students upon the start of the academic term or program. Tuition receivables are not collateralized; however, credit risk is minimized as a result of the diverse nature of the Company’s student bases and through the participation of the majority of the students in federally funded financial aid programs. An allowance for credit losses is established based upon historical collection rates by age of receivable and adjusted for reasonable expectations of future collection performance, net of estimated recoveries. These collection rates incorporate historical performance based on a student’s current enrollment status, likelihood of future enrollment, degree mix trends and changes in the overall economic environment. In the event that current collection trends differ from historical trends, an adjustment is made to the allowance for credit losses and bad debt expense. The Company’s tuition receivable and allowance for credit losses were as follows as of December 31, 2022 and September 30, 2023 (in thousands): December 31, 2022 September 30, 2023 Tuition receivable $ 110,066  $ 145,775  Allowance for credit losses (47,113) (48,346) Tuition receivable, net $ 62,953  $ 97,429  Approximately $2.7 million and $2.6 million of tuition receivable, net, are included in other assets as of December 31, 2022 and September 30, 2023, respectively, because these amounts are expected to be collected after 12 months. The following table illustrates changes in the Company’s allowance for credit losses for the three and nine months ended September 30, 2022 and 2023 (in thousands). For the three months ended September 30, For the nine months ended September 30, 2022 2023 2022 2023 Allowance for credit losses, beginning of period $ 43,507  $ 45,877  $ 48,783  $ 47,113  Additions charged to expense 11,895  14,880  27,899  37,138  Write-offs, net of recoveries (10,462) (12,411) (31,742) (35,905) Allowance for credit losses, end of period $ 44,940  $ 48,346  $ 44,940  $ 48,346  Assets Held for Sale The Company classifies assets and liabilities as held for sale (“disposal group”) when management, having the authority to approve the action, commits to a plan to sell the disposal group, the sale is probable to be completed within one year, and the disposal group is available for immediate sale in its present condition. The Company also considers whether an active program to locate a buyer has been initiated, whether the disposal group is marketed actively for sale at a price that is reasonable in relation to its current fair value, and whether actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially measures a disposal group that is classified as held for sale at the lower of its carrying amount or fair value less costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Gains are not recognized until the date of sale. Assets are not depreciated or amortized while they are classified as held for sale. Upon determining that a disposal group meets the criteria to be classified as held for sale, the Company reports the assets and liabilities of the disposal group as assets held for sale and liabilities held for sale in its unaudited condensed consolidated balance sheets. Over the last several years, the Company has been evaluating its owned and leased real estate portfolio to identify underutilized facilities to either downsize or exit. One facility identified to be marketed for sale was an owned U.S. Higher Education campus consisting of land, buildings, and building improvements. The Company determined that it met all of the criteria to classify these assets as held for sale as of March 31, 2023. No loss was recorded as the carrying amount of the net assets was less than the fair value less costs to sell. Fair value was determined based upon the anticipated sales price of these assets. During the second quarter of 2023, the Company sold the long-lived assets related to the owned U.S. Higher Education campus noted above and recognized a $2.1 million gain on sale, which is included in Restructuring costs on the unaudited condensed consolidated statements of income. 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 in a business combination. Indefinite-lived intangible assets, which include trade names, are recorded at fair value on their acquisition date. An indefinite life was assigned to the trade names because they have the continued ability to generate cash flows indefinitely. Goodwill and the indefinite-lived intangible assets are assessed at least annually for impairment on the first day of the fourth quarter, or more frequently if events occur or circumstances change between annual tests that would more likely than not reduce the fair value of the respective reporting unit or indefinite-lived intangible asset below its carrying amount. The Company 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. 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. The Company reviews its 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. Authorized Stock The Company has authorized 32,000,000 shares of common stock, par value $0.01, of which 24,402,891 and 24,419,092 shares were issued and outstanding as of December 31, 2022 and September 30, 2023, respectively. The Company also has authorized 8,000,000 shares of preferred stock, none of which is issued or outstanding. Before any preferred stock may be issued in the future, the Board of Directors would need to establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, and the terms or conditions of the redemption of the preferred stock. In July 2023, the Company’s Board of Directors declared a regular, quarterly cash dividend of $0.60 per share of common stock. The dividend was paid on September 11, 2023. Net Income Per Share Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the periods. Diluted earnings per share reflects the potential dilution that could occur assuming conversion or exercise of all dilutive unexercised stock options, restricted stock, and restricted stock units (“stock awards”). The dilutive effect of stock awards was determined using the treasury stock method. Under the treasury stock method, all of the following are assumed to be used to repurchase shares of the Company’s common stock: (1) the proceeds received from the exercise of stock options, and (2) the amount of compensation cost associated with the stock awards for future service not yet recognized by the Company. Stock awards are excluded from the computation of diluted earnings per share when their effect would be anti-dilutive. Set forth below is a reconciliation of shares used to calculate basic and diluted earnings per share for the three and nine months ended September 30, 2022 and 2023 (in thousands): For the three months ended September 30, For the nine months ended September 30, 2022 2023 2022 2023 Weighted average shares outstanding used to compute basic earnings per share 23,550  23,365  23,765  23,415  Incremental shares issuable upon the assumed exercise of stock options 3  3  3  4  Unvested restricted stock and restricted stock units 349  502  258  533  Shares used to compute diluted earnings per share 23,902  23,870  24,026  23,952  Anti-dilutive shares excluded from the diluted earnings per share calculation 11  276  149  219  Comprehensive Income (Loss) Comprehensive income (loss) includes net income and all changes in the Company’s equity during a period from non-owner sources, which for the Company consists of unrealized gains and losses on available-for-sale marketable securities, net of tax, and foreign currency translation adjustments. As of December 31, 2022 and September 30, 2023, the balance of accumulated other comprehensive loss was $35.1 million, net of tax of $0.1 million, and $62.9 million, net of tax of $0.1 million, respectively. There were no reclassifications out of accumulated other comprehensive income (loss) to net income for the three and nine months ended September 30, 2022 and 2023. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the period reported. The most significant management estimates include allowances for credit losses, useful lives of property and equipment and intangible assets, incremental borrowing rates, potential sublease income and vacancy periods, accrued expenses, forfeiture rates and the likelihood of achieving performance criteria for stock-based awards, value of free courses earned by students that will be redeemed in the future, valuation of goodwill and intangible assets, and the provision for income taxes. Actual results could differ from those estimates. Recently Issued Accounting Standards Not Yet Adopted Accounting Standards Updates recently issued by the FASB but not yet effective are not expected to have a material effect on the Company’s consolidated financial statements.

v3.23.3

Revenue Recognition	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Revenue Recognition	Revenue RecognitionThe Company’s revenues primarily consist of tuition revenue arising from educational services provided in the form of classroom instruction and online courses. Tuition revenue is deferred and recognized ratably over the period of instruction, which varies depending on the course format and chosen program of study. Strayer University’s educational programs and Capella University’s GuidedPath classes typically are offered on a quarterly basis, and such periods coincide with the Company’s quarterly financial reporting periods, while Capella University’s FlexPath courses are delivered over a twelve-week subscription period. 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. The following table presents the Company’s revenues from contracts with customers disaggregated by material revenue category for the three and nine months ended September 30, 2022 and 2023 (in thousands): For the three months ended September 30, For the nine months ended September 30, 2022 2023 2022 2023 U.S. Higher Education Segment Tuition, net of discounts, grants and scholarships $ 177,678  $ 192,850  $ 546,407  $ 575,725      Other(1) 7,821  8,978  24,884  25,677  Total U.S. Higher Education Segment 185,499  201,828  571,291  601,402  Australia/New Zealand Segment Tuition, net of discounts, grants and scholarships 60,238  61,667  173,621  165,855      Other(1) 939  1,597  3,611  4,384  Total Australia/New Zealand Segment 61,177  63,264  177,232  170,239  Education Technology Services Segment(2) 16,447  20,844  47,019  58,581  Consolidated revenue $ 263,123  $ 285,936  $ 795,542  $ 830,222  _________________________________________ (1)Other revenue is primarily comprised of academic fees, sales of course materials, placement fees and other non-tuition revenue streams. (2)Education Technology Services revenue is primarily derived from tuition revenue. Revenues are recognized when control of the promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods and services. The Company applies the five-step revenue model under ASC 606 to determine when revenue is earned and recognized. Arrangements with students may have multiple performance obligations. For such arrangements, the Company allocates net tuition revenue to each performance obligation based on its relative standalone selling price. The Company generally determines standalone selling prices based on the prices charged to customers and observable market prices. The standalone selling price of material rights to receive free classes or scholarships in the future is estimated based on class tuition prices or amounts of scholarships, and likelihood of redemption based on historical student attendance and completion behavior. 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. Some students may be eligible for scholarship awards, the estimated value of which will be realized in the future and is deducted from revenue when earned, based on historical student attendance and completion behavior. Contract liabilities are recorded as a current or long-term liability in the unaudited condensed consolidated balance sheets based on when the benefit is expected to be realized. Course materials are available to enable students to access electronically all required materials for courses in which they enroll during the quarter. Revenue derived from course materials is recognized ratably over the duration of the course as the Company provides the student with continuous access to these materials during the term. For sales of certain other course materials, the Company is considered the agent in the transaction, and as such, the Company recognizes revenue net of amounts owed to the vendor at the time of sale. Revenues also include certain academic fees recognized within the quarter of instruction, and certificate revenue and licensing revenue, which are recognized as the services are provided. Contract Liabilities – Graduation Fund Strayer University offers the Graduation Fund, which allows undergraduate students to 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 registering in credit-bearing courses in any undergraduate degree program receive one free course for every three courses that the student successfully completes. To be eligible, students must meet all of Strayer University’s admission requirements and must be enrolled in a bachelor’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. Revenue from students participating in the Graduation Fund is recorded in accordance with ASC 606. The Company defers the value of the related performance obligation associated with the credits estimated to be redeemed in the future based on the underlying revenue transactions that result in progress by the student toward earning the benefit. The Company’s estimate of the benefits that will be redeemed in the future is based on its historical experience of student persistence toward completion of a course of study within this program and similar programs. Each quarter, the Company assesses its assumptions underlying these estimates, and to date, any adjustments to the estimates have not been material. The amount estimated to be redeemed in the next 12 months is $19.4 million and is included as a current contract liability in the unaudited condensed consolidated balance sheets. The remainder is expected to be redeemed within two to four years. The table below presents activity in the contract liability related to the Graduation Fund (in thousands): For the nine months ended September 30, 2022 2023 Balance at beginning of period $ 52,024  $ 46,842  Revenue deferred 12,647  14,543  Benefit redeemed (16,295) (16,931) Balance at end of period $ 48,376  $ 44,454  Unbilled Receivables – Student Tuition Academic materials may be shipped to certain new undergraduate students in advance of the term of enrollment. Under ASC 606, the materials represent a performance obligation to which the Company allocates revenue based on the fair value of the materials relative to the total fair value of all performance obligations in the arrangement with the student. When control of the materials passes to the student in advance of the term of enrollment, an unbilled receivable and related revenue are recorded. Costs to Obtain a Contract Certain commissions earned by third party international agents are considered incremental and recoverable costs of obtaining a contract with customers in the Australia/New Zealand segment. These costs are deferred and then amortized over the period of benefit which ranges from one year to two years.

v3.23.3

Restructuring and Related Charges	9 Months Ended
	Sep. 30, 2023
Restructuring and Related Activities [Abstract]
Restructuring and Related Charges	Restructuring and Related Charges In the third quarter of 2020, the Company began implementing a restructuring plan in an effort to reduce the ongoing operating costs of the Company to align with changes in enrollment following the COVID-19 pandemic. Under this plan, the Company incurred severance and other employee separation costs related to voluntary and involuntary employee terminations. The following details the changes in the Company’s severance and other employee separation costs restructuring liabilities related to the 2020 restructuring plan during the nine months ended September 30, 2022 (in thousands): 2020 Restructuring Plan Balance at December 31, 2021 $ 1,612  Restructuring and other charges 1,241  Payments (2,853) Balance at September 30, 2022 $ —  The final severance payments under the 2020 restructuring plan were made in the third quarter of 2022. The Company also incurs severance and other employee separation costs related to voluntary and involuntary employee terminations that are not tied to a formal restructuring plan. During the three and nine months ended September 30, 2023, the Company incurred $2.9 million and $11.3 million of severance and other employee separation charges related to the elimination of certain positions. These severance and other employee separation charges are included in Restructuring costs on the unaudited condensed consolidated statements of income. The following details the changes in the Company's severance and other employee separation costs restructuring liabilities during the nine months ended September 30, 2023 (in thousands): Severance Restructuring Liability Balance at December 31, 2022 $ —  Restructuring and other charges 11,256  Payments (8,731) Balance at September 30, 2023(1) $ 2,525  ____________________________________ (1)Restructuring liabilities are included in accounts payable and accrued expenses. The Company has also been evaluating its owned and leased real estate portfolio, which has resulted in the consolidation and sale of underutilized facilities. The Company recorded approximately $0.1 million and $1.2 million of right-of-use lease asset charges during the three and nine months ended September 30, 2022, respectively, and approximately $5.1 million during the nine months ended September 30, 2023, related to facilities that were consolidated during the period. The Company also recorded fixed asset impairment charges of approximately $0.1 million and $2.5 million during the three and nine months ended September 30, 2022, respectively, and approximately $0.1 million and $0.4 million during the three and nine months ended September 30, 2023, respectively. During the nine months ended September 30, 2023, the Company recorded a $2.1 million gain from the sale of property and equipment of an owned campus that was previously closed. These right-of-use lease asset and fixed asset impairment charges and gains on the sale of property and equipment are included in Restructuring costs on the unaudited condensed consolidated statements of income.

v3.23.3

Marketable Securities	9 Months Ended
	Sep. 30, 2023
Investments, Debt and Equity Securities [Abstract]
Marketable Securities	Marketable Securities The following is a summary of available-for-sale and held-to-maturity securities as of September 30, 2023 (in thousands): Amortized Cost Gross Unrealized Gain Gross Unrealized (Losses) Estimated Fair Value Available-for-sale securities: Tax-exempt municipal securities $ 11,654  $ 1  $ (263) $ 11,392  Corporate debt securities 3,204  —  (122) 3,082  Total available-for sale securities $ 14,858  $ 1  $ (385) $ 14,474  Held-to-maturity securities: Term deposits $ 16,400  $ —  $ —  $ 16,400  The following is a summary of available-for-sale securities as of December 31, 2022 (in thousands): Amortized Cost Gross Unrealized Gain Gross Unrealized (Losses) Estimated Fair Value Available-for-sale securities: Tax-exempt municipal securities $ 15,852  $ 2  $ (507) $ 15,347  Corporate debt securities 7,140  —  (208) 6,932  Total $ 22,992  $ 2  $ (715) $ 22,279  The Company had no held-to-maturity securities as of December 31, 2022. The unrealized gains and losses on the Company’s investments in corporate debt and municipal securities as of December 31, 2022 and September 30, 2023 were caused by changes in market values primarily due to interest rate changes. As of September 30, 2023, the fair value of the Company’s securities which were in an unrealized loss position for a period longer than twelve months was $13.5 million. The Company does not intend to sell these securities, and it is not more likely than not that the Company will be required to sell these securities prior to the recovery of their amortized cost basis, which may be at maturity. As such, no impairment charges were recorded during the three and nine months ended September 30, 2022 and 2023. The Company has no allowance for credit losses related to its available-for-sale or held-to-maturity securities as all investments are in investment grade securities. The following table summarizes the maturities of the Company’s marketable securities as of December 31, 2022 and September 30, 2023 (in thousands): December 31, 2022 September 30, 2023 Available-for-sale securities Held-to-maturity securities Available-for-sale securities Held-to-maturity securities Due within one year $ 9,156  $ —  $ 12,560  $ 16,400  Due after one year through three years 13,123  —  1,914  —  Total $ 22,279  $ —  $ 14,474  $ 16,400  The following table summarizes the proceeds from the maturities and sales of available-for-sale securities for the three and nine months ended September 30, 2022 and 2023 (in thousands): For the three months ended September 30, For the nine months ended September 30, 2022 2023 2022 2023 Maturities of marketable securities $ 500  $ 3,215  $ 2,600  $ 8,175  Sales of marketable securities —  —  —  —  Total $ 500  $ 3,215  $ 2,600  $ 8,175  The Company did not record any gross realized gains or losses in net income during the three and nine months ended September 30, 2022 and September 30, 2023.

v3.23.3

Fair Value Measurement	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurement	Fair Value Measurement Assets measured at fair value on a recurring basis consist of the following as of September 30, 2023 (in thousands): Fair Value Measurements at Reporting Date Using September 30, 2023 Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Money market funds $ 78,308  $ 78,308  $ —  $ —  U.S. treasury bills 14,915  14,915  —  —  Available-for-sale securities: Tax-exempt municipal securities 11,392  —  11,392  —  Corporate debt securities 3,082  —  3,082  —  Total assets at fair value on a recurring basis $ 107,697  $ 93,223  $ 14,474  $ —  Assets and liabilities measured at fair value on a recurring basis consist of the following as of December 31, 2022 (in thousands): Fair Value Measurements at Reporting Date Using December 31, 2022 Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Money market funds $ 217  $ 217  $ —  $ —  Available-for-sale securities: Tax-exempt municipal securities 15,347  —  15,347  —  Corporate debt securities 6,932  —  6,932  —  Total assets at fair value on a recurring basis $ 22,496  $ 217  $ 22,279  $ —  The Company measures the above items on a recurring basis at fair value as follows: •Money market funds and U.S. treasury bills – Classified in Level 1 is excess cash the Company holds in money market funds and U.S. treasury bills, which are included in cash and cash equivalents in the accompanying unaudited condensed consolidated balance sheets. The Company records any net unrealized gains and losses for changes in fair value as a component of accumulated other comprehensive income (loss) in stockholders’ equity. The Company’s cash and cash equivalents and held-to-maturity securities held at December 31, 2022 and September 30, 2023 approximate fair value and are not disclosed in the above tables because of the short-term nature of the financial instruments. •Available-for-sale securities – Classified in Level 2 and valued using readily available pricing sources for comparable instruments utilizing observable inputs from active markets. The Company does not hold securities in inactive markets. The Company did not change its valuation techniques associated with recurring fair value measurements from prior periods and did not transfer assets or liabilities between levels of the fair value hierarchy during the nine months ended September 30, 2022 and 2023. The Company acquired certain assets and entered into deferred payment arrangements with the sellers in transactions that occurred in 2011. The deferred payments were classified within Level 3 as there was no liquid market for similarly priced instruments and were valued using discounted cash flow models that encompassed significant unobservable inputs. The assumptions used to prepare the discounted cash flows included estimates for interest rates, enrollment growth, retention rates, and pricing strategies. The final payment related to the deferred payment arrangements was made in the first quarter of 2022. Changes in the fair value of the Company’s Level 3 liabilities during the nine months ended September 30, 2022 are as follows (in thousands): As of September 30, 2022 Balance as of the beginning of period $ 658  Amounts paid (658) Other adjustments to fair value —  Balance at end of period $ —

v3.23.3

Goodwill and Intangible Assets	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	Goodwill and Intangible Assets Goodwill The following table presents changes in the carrying value of goodwill by segment for the nine months ended September 30, 2023 (in thousands):   U.S. Higher Education Australia / New Zealand Education Technology Services Total Balance as of December 31, 2022 $ 632,075  $ 519,202  $ 100,000  $ 1,251,277  Additions —  —  —  —  Impairments —  —  —  —  Currency translation adjustments —  (22,846) —  (22,846) Adjustments to prior acquisitions —  —  —  —  Balance as of September 30, 2023 $ 632,075  $ 496,356  $ 100,000  $ 1,228,431  The Company assesses goodwill at least annually for impairment during the fourth quarter, or more frequently if events occur or circumstances change between annual tests that would more likely than not reduce the fair value of the respective reporting unit below its carrying amount. No events or circumstances occurred in the three and nine months ended September 30, 2023 to indicate an impairment to goodwill at any of its segments. There were no impairment charges related to goodwill recorded during the three and nine months ended September 30, 2022 and 2023. Intangible Assets The following table represents the balance of the Company’s intangible assets as of December 31, 2022 and September 30, 2023 (in thousands):   December 31, 2022 September 30, 2023   Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Subject to amortization             Student relationships $ 200,185  $ (191,125) $ 9,060  $ 200,095  $ (199,155) $ 940  Not subject to amortization Trade names 251,481  —  251,481  248,574  —  248,574  Total $ 451,666  $ (191,125) $ 260,541  $ 448,669  $ (199,155) $ 249,514  The Company’s finite-lived intangible assets are comprised of student relationships, which are being amortized on a straight-line basis over a three-year useful life. Straight-line amortization expense for finite-lived intangible assets reflects the pattern in which the economic benefits of the assets are consumed over their estimated useful lives. Amortization expense related to finite-lived intangible assets was $8.5 million and $8.0 million for the nine months ended September 30, 2022 and 2023, respectively. Indefinite-lived intangible assets not subject to amortization consist of trade names. The Company assigned an indefinite useful life to its trade name intangible assets, as it is believed these assets have the ability to generate cash flows indefinitely. In addition, there are no legal, regulatory, contractual, economic, or other factors to limit the useful life of the trade name intangibles. The Company assesses indefinite-lived intangible assets at least annually for impairment during the fourth quarter, or more frequently if events occur or circumstances change between annual tests that would more likely than not reduce the fair value of the respective indefinite-lived intangible asset below its carrying amount. No events or circumstances occurred in the three and nine months ended September 30, 2023 to indicate an impairment to indefinite-lived intangible assets. There were no impairment charges related to indefinite-lived intangible assets recorded during the three and nine months ended September 30, 2022 and 2023.

v3.23.3

Other Current Assets	9 Months Ended
	Sep. 30, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Other Current Assets	Other Current Assets Other current assets consist of the following as of December 31, 2022 and September 30, 2023 (in thousands): December 31, 2022 September 30, 2023 Prepaid expenses $ 19,073  $ 23,685  Restricted cash 13,287  13,238  Cloud computing arrangements 7,859  7,231  Other 3,066  4,535  Other current assets $ 43,285  $ 48,689

v3.23.3

Other Assets	9 Months Ended
	Sep. 30, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Other Assets	Other Assets Other assets consist of the following as of December 31, 2022 and September 30, 2023 (in thousands): December 31, 2022 September 30, 2023 Prepaid expenses, net of current portion $ 18,192  $ 17,321  Equity method investments 13,879  16,175  Cloud computing arrangements, net of current portion 7,507  12,021  Other investments 3,396  2,806  Tuition receivable, net, non-current 2,673  2,559  Other 4,005  4,063  Other assets $ 49,652  $ 54,945  Prepaid Expenses Long-term prepaid expenses primarily relate to payments that have been made for future services to be provided after one year. In 2020, pursuant to the terms of the perpetual license agreement associated with the Jack Welch Management Institute, the Company made a final one-time cash payment of approximately $25.3 million for the right to continue to use the Jack Welch name and likeness. As of December 31, 2022 and September 30, 2023, $17.7 million and $16.5 million, respectively, of this payment is included in the prepaid expenses, net of current portion balance, as the payment is being amortized over an estimated useful life of 15 years. Equity Method Investments The Company holds investments in certain limited partnerships that invest in various innovative companies in the health care and education-related technology fields. The Company has commitments to invest up to an additional $2.4 million across these partnerships through 2031. The Company’s investments range from 3%-5% of any partnership’s interest and are accounted for under the equity method. The following table illustrates changes in the Company’s limited partnership investments for the three and nine months ended September 30, 2022 and 2023 (in thousands): For the three months ended September 30, For the nine months ended September 30, 2022 2023 2022 2023 Limited partnership investments, beginning of period $ 14,011  $ 17,205  $ 15,582  $ 13,879  Capital contributions —  162  48  314  Pro-rata share in the net income (loss) of limited partnerships (32) (114) 32  3,060  Distributions —  (1,078) (1,683) (1,078) Limited partnership investments, end of period $ 13,979  $ 16,175  $ 13,979  $ 16,175  Cloud Computing Arrangements The Company defers implementation costs incurred in cloud computing arrangements and amortizes these costs over the term of the arrangement. Other Investments The Company holds investments in education technology start-ups focused on transformational technologies that improve student success. These investments are accounted for at cost less impairment as they do not have readily determinable fair value. Tuition Receivable Non-current tuition receivable, net, represents tuition that the Company expects to collect, but not within the next 12 months. Other Other is comprised primarily of deferred financing costs associated with the Company’s credit facility, deferred contract costs related to commissions paid in the Australia/New Zealand segment to third party international agents, and refundable security deposits associated with the Company’s leased campus and office space.

v3.23.3

Accounts Payable and Accrued Expenses	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
Accounts Payable and Accrued Expenses	Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist of the following as of December 31, 2022 and September 30, 2023 (in thousands): December 31, 2022 September 30, 2023 Trade payables $ 45,826  $ 54,856  Accrued compensation and benefits 32,608  36,767  Accrued student obligations and other 12,154  10,499  Accounts payable and accrued expenses $ 90,588  $ 102,122

v3.23.3

Long Term Debt	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Long Term Debt	Long-Term Debt On November 3, 2020, the Company entered into an amended credit facility (“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 the Company 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 the future in an aggregate amount of 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. The maturity date of the Amended Credit Facility is November 3, 2025. The Company paid approximately $1.9 million in debt financing costs associated with the Amended Credit Facility, and these costs are being amortized on a straight-line basis over the five-year term of the Amended Credit Facility. On June 13, 2023, the Company amended its Revolving Credit Facility to replace references to LIBOR with alternative benchmark rates, including Term SOFR with respect to loans denominated in U.S. dollars, beginning on June 30, 2023. There were no other significant changes to the Revolving Credit Facility related to the amendment. Borrowings under the Revolving Credit Facility bear interest at a per annum rate equal to Term SOFR or a base rate, plus a margin ranging from 1.50% to 2.00% depending on the Company’s leverage ratio. The Company also is subject to a quarterly unused commitment fee ranging from 0.20% to 0.30% per annum depending on the Company’s leverage ratio, times the daily unused amount under the Revolving Credit Facility. The Amended Credit Facility is guaranteed by all domestic subsidiaries, subject to certain exceptions, and secured by substantially all of the assets of the Company and its subsidiary guarantors. The Amended Credit Facility contains customary affirmative and negative covenants, representations, warranties, events of default, and remedies upon default, including acceleration and rights to foreclose on the collateral securing the Amended Credit Facility. In addition, the Amended Credit Facility requires that the Company satisfy certain financial maintenance covenants, including: •A leverage ratio of not greater than 2.00 to 1.00. Leverage ratio is defined as the ratio of total debt (net of unrestricted cash in an amount not to exceed $150 million) to trailing four-quarter EBITDA. •A coverage ratio of not less than 1.75 to 1.00. Coverage ratio is defined as the ratio of trailing four-quarter EBITDA and rent expense to trailing four-quarter interest and rent expense. •A U.S. Department of Education (the “Department” or “Department of Education”) Financial Responsibility Composite Score of not less than 1.0 for any fiscal year and not less than 1.5 for any two consecutive fiscal years. The Company was in compliance with all the terms of the Amended Credit Facility as of September 30, 2023. In September 2023, the Company repaid $40.0 million of the outstanding balance under the Revolving Credit Facility. As of December 31, 2022 and September 30, 2023, the Company had approximately $101.4 million and $61.2 million, respectively, outstanding under the Revolving Credit Facility. Approximately $3.4 million and $3.2 million was denominated in Australian dollars as of December 31, 2022 and September 30, 2023, respectively. During the nine months ended September 30, 2022 and 2023, the Company paid $3.0 million and $5.4 million, respectively, of interest and unused commitment fees related to its Revolving Credit Facility.

v3.23.3

Other Long-Term Liabilities	9 Months Ended
	Sep. 30, 2023
Other Liabilities, Noncurrent [Abstract]
Other Long-Term Liabilities	Other Long-Term Liabilities Other long-term liabilities consist of the following as of December 31, 2022 and September 30, 2023 (in thousands): December 31, 2022 September 30, 2023 Contract liabilities, net of current portion $ 36,540  $ 34,738  Asset retirement obligations 6,283  5,273  Other 3,183  2,948  Other long-term liabilities $ 46,006  $ 42,959  Contract Liabilities As discussed in Note 3, in connection with its student tuition contracts, the Company has an obligation to provide free classes in the future should certain eligibility conditions be maintained (the Graduation Fund). Long-term contract liabilities represent the amount of revenue under these arrangements that the Company expects will be realized after one year. Asset Retirement Obligations Certain of the Company’s lease agreements require the leased premises to be returned in a predetermined condition.

v3.23.3

Equity Awards	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Equity Awards	Equity Awards The following table sets forth the amount of stock-based compensation expense recorded in each of the expense line items for the three and nine months ended September 30, 2022 and 2023 (in thousands): For the three months ended September 30, For the nine months ended September 30, 2022 2023 2022 2023 Instructional and support costs $ 1,802  $ 597  $ 5,190  $ 4,128  General and administration 3,810  3,210  11,019  10,708  Restructuring costs —  270  —  366  Stock-based compensation expense included in operating expense 5,612  4,077  16,209  15,202  Tax benefit 1,460  1,054  4,250  3,988  Stock-based compensation expense, net of tax $ 4,152  $ 3,023  $ 11,959  $ 11,214  During the nine months ended September 30, 2022 and 2023, the Company recognized shortfall tax impacts of approximately $1.4 million related to share-based payment arrangements, which were adjustments to the provision for income taxes.

v3.23.3

Income Taxes	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes During the nine months ended September 30, 2022 and 2023, the Company recorded income tax expense of $13.6 million and $14.8 million, reflecting an effective tax rate of 32.5% and 32.6%, respectively. Income tax expense for the nine months ended September 30, 2022 and 2023 include shortfall tax impacts of approximately $1.4 million related to share-based payment arrangements. The Company had $0.9 million of unrecognized tax benefits as of December 31, 2022 and September 30, 2023. Interest and penalties, including those related to uncertain tax positions, are included in the provision for income taxes in the unaudited condensed consolidated statements of income. The Company paid $20.2 million and $35.6 million in income taxes during the nine months ended September 30, 2022 and 2023, respectively. The tax years since 2019 remain open for federal tax examination, the tax years since 2018 remain open to examination by certain states, and the tax years since 2017 remain open to examination by foreign taxing jurisdictions in which the Company is subject to taxation.

v3.23.3

Segment Reporting	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
Segment Reporting	Segment Reporting Strategic Education is an educational 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. Strategic Education’s portfolio of companies is dedicated to closing the skills gap by placing adults on the most direct path between learning and employment. The Company’s organizational structure includes three operating and reportable segments: U.S. Higher Education, Education Technology Services, and Australia/New Zealand. 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. The Education Technology Services segment is primarily focused on developing and maintaining relationships with 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 Education Technology Services division are an important source of student enrollment for Strayer University and Capella University, and the majority of the revenue attributed to the Education Technology Services division is driven by the volume of enrollment derived from these employer relationships. Education Technology Services also supports employer partners through Workforce Edge, a platform which provides employers a full-service education benefits administration solution, and Sophia Learning, which enables education benefits programs through the use of low-cost online general education-level courses recommended by the American Council on Education for credit at other colleges and universities. The Australia/New Zealand segment is comprised of Torrens University, Think Education and Media Design School in Australia and New Zealand, which collectively offer certificate and degree programs in business, design, education, hospitality, healthcare, and technology through campuses in Australia, New Zealand, and online. Revenue and operating expenses are generally directly attributable to the segments. Inter-segment revenues are not presented separately, as these amounts are immaterial. The Company’s Chief Operating Decision Maker does not evaluate operating segments using asset information. A summary of financial information by reportable segment for the three and nine months ended September 30, 2022 and 2023 is presented in the following table (in thousands): For the three months ended September 30, For the nine months ended September 30, 2022 2023 2022 2023 Revenues U.S. Higher Education $ 185,499  $ 201,828  $ 571,291  $ 601,402  Australia/New Zealand 61,177  63,264  177,232  170,239  Education Technology Services 16,447  20,844  47,019  58,581  Consolidated revenues $ 263,123  $ 285,936  $ 795,542  $ 830,222  Income (loss) from operations U.S. Higher Education $ (1,948) $ 10,412  $ 25,386  $ 26,742  Australia/New Zealand 8,934  13,875  20,506  20,984  Education Technology Services 5,222  8,316  15,237  20,278  Amortization of intangible assets (3,522) (3,382) (10,954) (10,364) Merger and integration costs (269) (330) (933) (1,335) Restructuring costs (610) (3,262) (6,129) (15,208) Consolidated income from operations $ 7,807  $ 25,629  $ 43,113  $ 41,097

v3.23.3

Litigation	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Litigation	Litigation The Company is involved in litigation and other legal proceedings arising out of the ordinary course of its business. Certain of these matters are discussed below. From time to time, certain matters may arise that are other than ordinary and routine. The outcome of such matters is uncertain, and the Company may incur costs in the future to defend, settle, or otherwise resolve them. The Company accrues for estimated costs related to existing lawsuits, claims and proceedings when it is probable that it will incur these costs in the future and the costs are reasonably estimable. The Company currently believes that the ultimate outcome of such matters will not, individually or in the aggregate, have a material adverse effect on its consolidated financial position, results of operations or cash flows. However, depending on the amount and timing, an unfavorable resolution of some or all of these matters could materially affect future results of operations in a particular period. On April 20, 2021, Capella University received a letter from the Department of Education referencing Wright, et al. v. Capella Education Co., et al. (subsequently captioned Ornelas, et al. v. Capella, et al.), United States District Court for the District of Minnesota, Case No. 18-cv-1062, and indicating that the Department would require a fact-finding process pursuant to the borrower defense to repayment regulations to determine the validity of more than 1,000 borrower defense applications that have been submitted regarding Capella University. According to the Department, some of the applications allege similar claims as in the Wright matter concerning alleged misrepresentations of the length of time to complete doctoral programs. Capella University subsequently received approximately 500 applications for borrower defense to repayment. Capella University contested each claim for defense to repayment in individualized responses with supporting evidence, the last of which was sent to the Department in August 2021. Since that time, Capella University has not received any communication from the Department related to the set of borrower defense claims received in 2021, nor has Capella University received indication that any of these claims has been evaluated on the facts presented and adjudicated on the merits. On June 22, 2022, in litigation in which Capella University is not a party, Sweet, et al. v. Miguel Cardona and the United States Department of Education, United States District Court for the Northern District of California, Case No. 3:19-cv-03674-WHA, the Department joined a proposed class settlement agreement that would result in a blanket grant of automatic, presumptive relief for all borrower defense to repayment applications filed by students at any of approximately 150 different listed institutions, including Capella University, through June 22, 2022. The class settlement agreement would also provide certain expedited review of borrower defense claims related to schools excluded from the automatic relief list, as well as for borrowers who applied during the period after execution of the settlement and before final approval. The court granted final approval of the settlement on November 16, 2022. Intervenors, including multiple intervening higher education institutions and companies, appealed the court’s order and moved to stay the court’s final judgment approving the settlement pending resolution of the appeal. Intervenors’ attempts to stay the judgment pending full consideration of appeal have been denied, including by the U.S. Supreme Court on April 13, 2023. In a July 25, 2022 filing in the same litigation, the Department stated that providing automatic relief to such borrowers “does not constitute the granting or adjudication of a borrower defense pursuant to the Borrower Defense Regulations, and therefore provides no basis to the Department for initiating a borrower defense recoupment proceeding against any institution identified” on the list. It is unclear whether the Department would attempt to seek recovery from Capella University for the amounts of discharged loans. The Department has indicated that any recoupment against institutions “could be imposed only after the Department initiated a separate, future proceeding, in accordance with regulations that require the Department to prove a sufficient basis for liability and provide schools with notice and an opportunity to be heard.” If the Department were to seek recovery for the amounts of discharged loans, Capella University would dispute and defend against such efforts. At this time, the Company is unable to predict the ultimate outcome of Capella-related borrower defense applications.

v3.23.3

Regulation	9 Months Ended
	Sep. 30, 2023
Regulation [Abstract]
Regulation	Regulation Our higher education institutions are subject to uncertain and varying laws and regulations, and any changes to these laws or regulations or their application to us may materially adversely affect our business, financial condition, and results of operations. Other than as set forth below, there have been no material changes to the laws and regulations affecting our higher education institutions that are described in our Annual Report on Form 10-K for the year ended December 31, 2022. United States Regulation CARES Act On March 27, 2020, the President signed into law the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. Among other things, the CARES Act suspended payments and interest accrual on federal student loans until September 30, 2020, in addition to suspending involuntary collections such as wage garnishment, tax refund reductions, and reductions of federal benefits like Social Security benefits during the same timeframe. On March 30, 2021, the Secretary of Education also extended student loan relief to all Federal Family Education Loans (“FFEL”) not previously covered. In June 2023, the Department of Education announced that student loan interest would begin to accrue on September 1, 2023, and student loan repayment resumed in October 2023. American Rescue Plan Act of 2021 On March 11, 2021, President Biden signed into law the American Rescue Plan Act of 2021. Among other things, the legislation amended the “90/10 Rule” to include “all federal education assistance” in the “90” side of the ratio calculation. See “Item 1. Business – Regulation – U.S. Regulatory Environment – The 90/10 Rule” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 for a description of the 90/10 Rule. The legislation required the Department to conduct a negotiated rulemaking process to modify related Department regulations, which the Department began in January 2022. In March 2022, the Institutional and Programmatic Eligibility negotiated rulemaking committee reached consensus on changes to the 90/10 Rule. On October 27, 2022, the Department of Education released final 90/10 regulations, which are largely consistent with the consensus language. However, within the preamble of the regulation the Department indicated that non-Title IV eligible programs offered via distance education are not eligible to be counted in the “10” side of the ratio calculation. The final regulations also provided for an expanded definition of “federal education assistance” that will be periodically defined by the Secretary of Education. On December 20, 2022, the Department published guidance further indicating that non-Title IV eligible programs offered in part or in whole via distance education are not eligible to be counted in the “10” side of the ratio calculation, and has continued to issue guidance related to implementation of the new rule. On December 21, 2022, the Department released a non-exhaustive list of federal agencies and federal education assistance programs that must be included as federal revenue in the 90/10 calculation. Such agencies include the U.S. Department of Defense (military tuition assistance) and the Department of Veterans Affairs (veterans education benefits), in addition to the Title IV programs already covered by the 90/10 Rule. The new 90/10 regulations are effective for fiscal years beginning on or after January 1, 2023. Current Negotiated Rulemaking Improving Institutional Quality and Accountability Committee In January 2023, the Department indicated its intention to establish one or more rulemaking committees in 2023 to propose new regulations on distance education, improving the use of deferments and forbearances, third-party servicers and related issues, cash management, return of federal funds, state authorization, accreditation and related issues, and TRIO programs. The Department invited interested parties to comment on the topics suggested by the Department at public hearings held on April 11 and 12, 2023. The Department also accepted written comments through April 24, 2023. Section 432(a) Committee In June 2023, the Department indicated its intention to establish a rulemaking committee related to the modification, waiver or compromise of federal student loans, as permitted in HEA Section 432(a). The Department held a public hearing on July 18, and accepted written comments through July 20, 2023. In September 2023, the Department announced its selection of non-federal negotiators and the first round of rulemaking meetings were held on October 10 and 11, 2023. The rulemaking committee is also scheduled to meet in November and December 2023. Following completion of negotiated rulemaking committee meetings, the Department of Education issues proposed rules for public comment. If the negotiated rulemaking committee reaches consensus on a topic, the Department of Education is bound to propose a rule consistent with the consensus. Following public comment, the Department issues final regulations, which, if published by November 1, would generally take effect July 1 of the following year. Financial Value Transparency and Gainful Employment, Financial Responsibility, Administrative Capability, Certification Procedures, and Ability to Benefit On May 17, 2023, the Department released proposed rules on financial value transparency and gainful employment, financial responsibility, administrative capability, certification procedures, and ability to benefit. On September 27, 2023, the Department released final regulations on financial value transparency and gainful employment, which are largely consistent with the proposed rule. The gainful employment final rule establishes two independent metrics, both of which must be passed by a gainful employment program subject to the rule in order to maintain Title IV eligibility. Any gainful employment program that fails either or both metrics in a single year would be required to provide a disclosure to current and prospective students, and any such program that fails the same metric in two out of three consecutive years for which the program’s metrics are calculated would lose its access to federal financial aid. The two metrics are 1) a debt-to-earnings ratio that compares the median earnings of graduates who received federal financial aid to the median annual payments on loan debt borrowed for the program, which must be less than or equal to 8% of annual earnings or 20% of discretionary earnings, and 2) an earnings premium test that measures whether the typical graduates from a program that received federal financial aid earn more than a typical high school graduate in their state (or, in some cases, nationally) and within a certain age range in the labor force. A program that fails in two out of three consecutive years, or is voluntarily discontinued by the institution, would not be eligible to have Title IV reinstated for the program or launch and receive Title IV for a “substantially similar program” (generally defined as a program with the same four-digit CIP code) for a minimum of three years. The final rule describes that the Department will now measure earnings six years after graduation (instead of the proposed rule’s three years after graduation) for certain qualifying graduate programs such as clinical psychology, marriage and family therapy, clinical social work, and clinical counseling. The final rule also includes the requirement that, beginning July 1, 2026, all schools provide a link to a Department of Education-hosted website that includes information on cost, earnings, and licensure information, and the gainful employment metrics. The final gainful employment regulations will take effect July 1, 2024. The Department has indicated that it will release metrics beginning in the 2025 financial aid award year. Beginning July 1, 2026, if a program fails a metric, an institution must provide warnings to students and prospective students meeting certain minimum requirements to be specified by the Department; programs that fail the same metric in the first two years the rates are issued will lose eligibility in 2026. On October 23, 2023, the Department released final rules on financial responsibility, administrative capability, certification procedures, and ability to benefit. The Department’s final rules regarding financial responsibility establish new mandatory triggers—including but not limited to failing 90/10, receiving at least 50% of funds from programs that are failing gainful employment, or being subject to a Department action to recover losses from approved Borrower Defense to Repayment claims that would cause a recalculated composite score to fall below 1.0—that allow the Department to seek financial protection or recalculate the institution’s financial composite score to determine whether an institution’s financial condition has materially weakened. The rules also establish new discretionary triggers that will result in the Department conducting case-by-case analysis to see if additional protection is needed. In general, institutions will be required to report triggering events within 21 days of occurrence. According to the regulation, such triggering events may result in a financial protection requirement that would most likely take the form of a letter of credit or cash escrow and provisional certification to participate in Title IV. Under the final administrative capability rule, institutions will be required to offer adequate services to students, including financial aid counseling and career services support. The final language also includes a new requirement that institutions provide students with geographically accessible clinical or externship opportunities as required for licensure. In final rules regarding certification procedures, the Department indicates, among other things, that it will consider withdrawal rates, gainful employment rates, licensure passage rates, and instructional and advertising spend when making institutional eligibility determinations. The regulation also provides the Secretary authority to require institutions to submit all marketing materials in cases where the institution is provisionally certified and is found to have engaged in substantial misrepresentation, aggressive recruitment, or a failure to comply with incentive compensation rules. The final regulation also makes changes regarding licensure-track programs, including preventing an institution from offering Title IV aid to a student enrolled in a program that does not meet educational prerequisites for licensure in the state in which the student is located. The Department’s final regulation also requires institutions to comply with all State laws related to closure, including record retention, teach-out plans or agreements and tuition recovery funds or surety bonds for each state in which the institution is located and in each state in which students enrolled by the institution in distance education courses are located. Borrower Defenses to Repayment On March 16, 2022, Federal Student Aid (“FSA”) announced that it is monitoring complaints and borrower defense to repayment (“BDTR”) applications from veterans, service members and their family members who report claims of deceptive recruitment and enrollment practices, including misrepresentations related to cost, financing, and application of military and veteran benefits. The Department indicated that it will seek all appropriate corrective measures pursuant to the BDTR regulations if it finds that an institution has engaged in substantial misrepresentation or fraudulent conduct, and that it will share information and complaints with the Department of Defense and Department of Veterans Affairs. On March 14, 2023, the Department of Education announced that the Office of Enforcement of FSA will use “secret shoppers” to monitor post-secondary institutions’ compliance with the laws and regulations governing participation in federal student aid programs. The Department indicated that secret shoppers will evaluate recruitment, enrollment, financial aid, and other practices of post-secondary institutions to help identify potentially deceptive or predatory practices used to recruit and enroll students. The Department noted that findings from secret shopping may serve as evidence in ongoing investigations and reviews or serve as the basis for opening new investigations and reviews. The Department further noted that, where appropriate and permissible, FSA may refer secret shopping findings to other offices within the Department, as well as other state and federal enforcement agencies. The Department of Education’s final BDTR rules that took effect on July 1, 2023 are currently being challenged in litigation, to which we are not a party. The litigation alleges that the new rules are unconstitutional, arbitrary and capricious, and that the Department has exceeded its authority in adopting them. On August 7, 2023, the U.S. Court of Appeals for the Fifth Circuit granted a nationwide emergency injunction preventing the Department of Education’s enforcement of the final BDTR and closed school discharge rules. The matter will be heard by the Fifth Circuit panel during the sitting commencing November 6, 2023, and the previous versions of the BDTR and closed school discharge rules remain in effect until at least then. The Company is unable to predict the ultimate outcome of the litigation. Accrediting Agencies and State Authorization Capella University’s accreditor, Higher Learning Commission (“HLC”), and Strayer University’s accreditor, Middle States Commission on Higher Education (“Middle States”), must periodically be reviewed by the U.S. Secretary of Education in order to maintain recognition as an institutional accrediting agency. On May 31, 2023, the Department of Education, acting on the recommendation of the National Advisory Committee for Institutional Quality and Integrity, renewed its recognition of HLC for a period of five years and required it provide a monitoring report regarding one item of substantial compliance, and continued the current recognition of Middle States for one year, requiring a compliance report regarding one item of noncompliance. State Authorization Reciprocity Agreement (SARA) Strayer University and Capella University participate in the State Authorization Reciprocity Agreement (“SARA”), which allows the Universities to enroll students in distance education programs in each SARA member state, including 49 states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Each of the Universities applies separately to non-SARA member states (i.e., California) for authorization to enroll students, if such authorization is required by the state. On March 1, 2023, SARA’s coordinating entity, the National Council for State Authorization Reciprocity Agreements (“NC-SARA”), held its first of two public comment forums to seek input on potential changes to NC-SARA policies. The forum included a discussion of 63 proposed policy changes, some of which, if adopted, would have significantly altered the distance education reciprocity agreements, including a proposal that NC-SARA permit states to apply more stringent standards to for-profit institutions or to eliminate the ability of for-profit institutions to participate in the agreements altogether. In addition to the public comment forums, written comments were accepted through May 17, 2023. In September 2023, NC-SARA’s four regional compacts completed evaluation of the proposed policy changes and unanimously approved six proposed policy changes to be voted upon by the NC-SARA board of directors on October 24, 2023. The remaining proposed policy changes to be voted upon do not include the proposals to permit states to apply more stringent standards to for-profit institutions or exclude for-profit institutions from NC-SARA participation. Title IX On June 23, 2022, the Department of Education released proposed Title IX regulations for public comment. Among other changes, the proposed rule would address all forms of sex-based harassment (not only sexual harassment); clarify that Title IX’s prohibition against sex discrimination includes discrimination on the basis of sex stereotypes, sex characteristics, pregnancy or related conditions, sexual orientation, and gender identity; and eliminate the requirement for live hearings at the post-secondary level. The public comment period on the proposed rule ended on September 12, 2022, and the Department has indicated its intention to publish a final Title IX rule in October 2023. When the Department publishes the final Title IX rule, it will indicate an effective date. Third-Party Servicers Department of Education regulations permit an institution to enter into a written contract with a third-party servicer for the administration of any aspect of the institution’s participation in Title IV programs. The third-party servicer must, among other obligations, comply with Title IV requirements and be jointly and severally liable with the institution to the Secretary of Education for any violation by the servicer of any Title IV provision. An institution must report to the Department of Education new contracts or any significant modifications to contracts with third-party servicers as well as other matters related to third-party servicers. On February 15, 2023 the Department released a Dear Colleague Letter (“DCL”) (GEN 23-03) with updated guidance expanding the definition of third-party servicers and covered activities to include vendors providing student recruitment and retention services, software products and services related to Title IV administration activities, and educational content and instruction, initially requiring institutions to be in compliance with the new guidance by May 1, 2023. On February 28, 2023, the Department extended the effective date of the updated guidance and reporting requirements from May 1, 2023 to September 1, 2023. On April 11, 2023, the Department again delayed the effective date until six months after the Department publishes a new, revised final guidance letter on the topic, and on May 16, 2023, the Department formally rescinded its 2023 and prior guidance (DCL GEN-16-15 and the March 8, 2017 Electronic Announcement) prohibiting contracts between colleges and foreign-owned or operated servicers. Additionally, in March 2023, the Department indicated via Federal Register publication its intention to establish a negotiated rulemaking committee in 2023 to consider new proposed regulations on third-party servicers and related issues. Program Participation Agreement As a result of the August 1, 2018 merger, Capella University experienced a change of ownership, with the Company as its new owner. On January 18, 2019, consistent with standard procedure upon a Title IV institution’s change of ownership, the Department and Capella University executed a new Provisional Program Participation Agreement, approving Capella’s continued participation in Title IV programs with provisional certification through December 31, 2022. As is typical, the Provisional Program Participation Agreement subjected Capella University to certain requirements during the period of provisional certification, including that Capella University must apply for and receive approval from the Department in connection with new locations or the addition of new Title IV-eligible educational programs. Capella University filed its application for recertification in advance of the September 30, 2022 deadline, and on April 18, 2023, Capella University and the Department of Education executed a fully certified Program Participation Agreement, approving Capella University’s continued participation in Title IV programs through September 30, 2025.

v3.23.3

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net income	$ 18,459	$ 6,092	$ 30,662	$ 28,341

v3.23.3

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

v3.23.3

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Financial Statement Presentation	Financial Statement Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in the consolidated financial statements. All information as of September 30, 2022 and 2023, and for the three and nine months ended September 30, 2022 and 2023 is unaudited but, in the opinion of management, contains all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the condensed consolidated financial position, results of operations, and cash flows of the Company. The condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited consolidated financial statements at that date. Certain year-to-date amounts have been reclassified to conform to the current period’s presentation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full fiscal year. Below is a description of the nature of the costs included in the Company’s operating expense categories. Instructional and support costs generally contain items of expense directly attributable to activities that support students. This expense category includes salaries and benefits of faculty and academic administrators, as well as admissions and administrative personnel who support and serve student interests. Instructional and support costs also include course development costs and costs associated with delivering course content, including educational supplies, facilities, and all other physical plant and occupancy costs, with the exception of costs attributable to the corporate offices. Bad debt expense incurred on delinquent student account balances is also included in instructional and support costs. General and administration expenses include salaries and benefits of management and employees engaged in finance, human resources, legal, regulatory compliance, marketing and other corporate functions. Also included are the costs of advertising and production of marketing materials. General and administration expense also includes the facilities occupancy and other related costs attributable to such functions. Amortization of intangible assets consists of amortization and depreciation expense related to intangible assets and software assets acquired through the Company’s acquisition of Torrens University and associated assets in Australia and New Zealand (“ANZ”). Merger and integration costs include integration expenses associated with the Company’s merger with Capella Education Company and the Company’s acquisition of ANZ. Restructuring costs include severance and other personnel-related expenses from voluntary and involuntary employee terminations, right-of-use lease and fixed asset impairment charges, gains on sale of real estate and early termination of leased facilities, and other costs associated with the Company’s restructuring activities. See Note 4 for additional information.
Foreign Currency Translation and Transaction Gains and Losses	Foreign Currency Translation and Transaction Gains and Losses The United States Dollar (“USD”) is the functional currency of the Company and its subsidiaries operating in the United States. The financial statements of its foreign subsidiaries are maintained in their functional currencies. The functional currency of each of the foreign subsidiaries is the currency of the economic environment in which the subsidiary primarily does business. Financial statements of foreign subsidiaries are translated into USD using the exchange rates applicable to the dates of the financial statements. Assets and liabilities are translated into USD using the period-end spot foreign exchange rates. Income and expenses are translated at the weighted-average exchange rates in effect during the period. Equity accounts are translated at historical exchange rates. The effects of these translation adjustments are reported as a component of accumulated other comprehensive income (loss) within shareholders’ equity. For any transaction that is in a currency different from the entity’s functional currency, the Company records a net gain or loss based on the difference between the exchange rate at the transaction date and the exchange rate at the transaction settlement date (or rate at period end, if unsettled), in the unaudited condensed consolidated statements of income.
Restricted Cash	Restricted CashIn the United States, a significant portion of the Company’s revenues are funded by various federal and state government programs. The Company generally does not receive funds from these programs prior to the start of the corresponding academic term. The Company may be required to return certain funds for students who withdraw from a U.S. higher education institution during the academic term.In Australia and New Zealand, advance tuition payments from international students are required to be restricted until a student commences his or her course. In addition, a portion of tuition prepayments from students enrolled in a vocational education and training program are held in trust by a third party law firm to adhere to tuition protection requirements.These balances are recorded as restricted cash and included in other current assets in the unaudited condensed consolidated balance sheets.As part of conducting operations in Pennsylvania, the Company is required to maintain a “minimum protective endowment” of at least $0.5 million in an interest-bearing account as long as the Company operates its campuses in the state. The Company holds these funds in an interest-bearing account, which is included in other assets.
Marketable Securities	Marketable Securities Investments in marketable securities are carried at either amortized cost or fair value. Investments in marketable securities that the Company has the positive intent and ability to hold to maturity are carried at amortized cost and classified as held-to-maturity. Investments in marketable securities that are not classified as held-to-maturity are carried at fair value and classified as either trading or available-for-sale. Management determines the appropriate designation of marketable securities at the time of purchase and reevaluates such designation as of each balance sheet date. All of the Company’s marketable securities are designated as either held-to-maturity or available-for-sale. The Company’s available-for-sale marketable securities consist of tax-exempt municipal securities and corporate debt securities, which are carried at fair value as determined by quoted market prices or other inputs either directly or indirectly observable in the marketplace for identical or similar assets, with unrealized gains and losses, net of tax, recognized as a component of accumulated other comprehensive income (loss) within shareholders’ equity. Management reviews the fair value of the portfolio at least quarterly, and evaluates individual securities with fair value below amortized cost at the balance sheet date for impairment. In order to determine whether there is an impairment, management evaluates whether the Company intends to sell the impaired security and whether it is more likely than not that the Company will be required to sell the security before recovering its amortized cost basis. If management intends to sell an impaired debt security, or it is more likely than not the Company will be required to sell the security prior to recovering its amortized cost basis, an impairment is deemed to have occurred. The amount of an impairment related to a credit loss, or securities that management intends to sell before recovery, is recognized in earnings. The amount of an impairment on debt securities related to other factors is recorded consistent with changes in the fair value of all other available-for-sale securities as a component of accumulated other comprehensive income (loss) within shareholders’ equity. The cost of securities sold is based on the specific identification method. Amortization of premiums, accretion of discounts, interest, dividend income and realized gains and losses are included in other income. The contractual maturity date of available-for-sale securities is based on the days remaining to the effective maturity. The Company classifies marketable securities as either current or non-current assets based on management’s intent with regard to usage of those funds, which is dependent upon the security’s maturity date and liquidity considerations based on current market conditions. If management intends to hold the securities for longer than one year as of the balance sheet date, they are classified as non-current.
Tuition Receivable and Allowance for Credit Losses	Tuition Receivable and Allowance for Credit Losses The Company records tuition receivable and contract liabilities for its students upon the start of the academic term or program. Tuition receivables are not collateralized; however, credit risk is minimized as a result of the diverse nature of the Company’s student bases and through the participation of the majority of the students in federally funded financial aid programs. An allowance for credit losses is established based upon historical collection rates by age of receivable and adjusted for reasonable expectations of future collection performance, net of estimated recoveries. These collection rates incorporate historical performance based on a student’s current enrollment status, likelihood of future enrollment, degree mix trends and changes in the overall economic environment. In the event that current collection trends differ from historical trends, an adjustment is made to the allowance for credit losses and bad debt expense.
Assets Held for Sale	Assets Held for Sale The Company classifies assets and liabilities as held for sale (“disposal group”) when management, having the authority to approve the action, commits to a plan to sell the disposal group, the sale is probable to be completed within one year, and the disposal group is available for immediate sale in its present condition. The Company also considers whether an active program to locate a buyer has been initiated, whether the disposal group is marketed actively for sale at a price that is reasonable in relation to its current fair value, and whether actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially measures a disposal group that is classified as held for sale at the lower of its carrying amount or fair value less costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Gains are not recognized until the date of sale. Assets are not depreciated or amortized while they are classified as held for sale. Upon determining that a disposal group meets the criteria to be classified as held for sale, the Company reports the assets and liabilities of the disposal group as assets held for sale and liabilities held for sale in its unaudited condensed consolidated balance sheets. Over the last several years, the Company has been evaluating its owned and leased real estate portfolio to identify underutilized facilities to either downsize or exit. One facility identified to be marketed for sale was an owned U.S. Higher Education campus consisting of land, buildings, and building improvements. The Company determined that it met all of the criteria to classify these assets as held for sale as of March 31, 2023. No loss was recorded as the carrying amount of the net assets was less than the fair value less costs to sell. Fair value was determined based upon the anticipated sales price of these assets. During the second quarter of 2023, the Company sold the long-lived assets related to the owned U.S. Higher Education campus noted above and recognized a $2.1 million gain on sale, which is included in Restructuring costs on the unaudited condensed consolidated statements of income.
Goodwill and Intangible Assets	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 in a business combination. Indefinite-lived intangible assets, which include trade names, are recorded at fair value on their acquisition date. An indefinite life was assigned to the trade names because they have the continued ability to generate cash flows indefinitely. Goodwill and the indefinite-lived intangible assets are assessed at least annually for impairment on the first day of the fourth quarter, or more frequently if events occur or circumstances change between annual tests that would more likely than not reduce the fair value of the respective reporting unit or indefinite-lived intangible asset below its carrying amount. The Company 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. 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. The Company reviews its 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.
Authorized Stock	Authorized Stock The Company has authorized 32,000,000 shares of common stock, par value $0.01, of which 24,402,891 and 24,419,092 shares were issued and outstanding as of December 31, 2022 and September 30, 2023, respectively. The Company also has authorized 8,000,000 shares of preferred stock, none of which is issued or outstanding. Before any preferred stock may be issued in the future, the Board of Directors would need to establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, and the terms or conditions of the redemption of the preferred stock. In July 2023, the Company’s Board of Directors declared a regular, quarterly cash dividend of $0.60 per share of common stock. The dividend was paid on September 11, 2023.
Net Income Per Share	Net Income Per Share Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the periods. Diluted earnings per share reflects the potential dilution that could occur assuming conversion or exercise of all dilutive unexercised stock options, restricted stock, and restricted stock units (“stock awards”). The dilutive effect of stock awards was determined using the treasury stock method. Under the treasury stock method, all of the following are assumed to be used to repurchase shares of the Company’s common stock: (1) the proceeds received from the exercise of stock options, and (2) the amount of compensation cost associated with the stock awards for future service not yet recognized by the Company. Stock awards are excluded from the computation of diluted earnings per share when their effect would be anti-dilutive.
Comprehensive Income (Loss)	Comprehensive Income (Loss)Comprehensive income (loss) includes net income and all changes in the Company’s equity during a period from non-owner sources, which for the Company consists of unrealized gains and losses on available-for-sale marketable securities, net of tax, and foreign currency translation adjustments.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the period reported. The most significant management estimates include allowances for credit losses, useful lives of property and equipment and intangible assets, incremental borrowing rates, potential sublease income and vacancy periods, accrued expenses, forfeiture rates and the likelihood of achieving performance criteria for stock-based awards, value of free courses earned by students that will be redeemed in the future, valuation of goodwill and intangible assets, and the provision for income taxes. Actual results could differ from those estimates.
Recently Issued Accounting Standards Not Yet Adopted	Recently Issued Accounting Standards Not Yet Adopted Accounting Standards Updates recently issued by the FASB but not yet effective are not expected to have a material effect on the Company’s consolidated financial statements.

v3.23.3

Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Schedule of Cash, Cash Equivalents, and Restricted Cash	The following table illustrates the reconciliation of cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statements of cash flows as of September 30, 2022 and 2023 (in thousands): As of September 30, 2022 2023 Cash and cash equivalents $ 262,757  $ 167,707  Restricted cash included in other current assets 15,145  13,238  Restricted cash included in other assets 500  500  Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 278,402  $ 181,445
Schedule of Tuition Receivable and Allowance for Credit Losses	The Company’s tuition receivable and allowance for credit losses were as follows as of December 31, 2022 and September 30, 2023 (in thousands): December 31, 2022 September 30, 2023 Tuition receivable $ 110,066  $ 145,775  Allowance for credit losses (47,113) (48,346) Tuition receivable, net $ 62,953  $ 97,429
Schedule of Allowance for Credit Losses	The following table illustrates changes in the Company’s allowance for credit losses for the three and nine months ended September 30, 2022 and 2023 (in thousands). For the three months ended September 30, For the nine months ended September 30, 2022 2023 2022 2023 Allowance for credit losses, beginning of period $ 43,507  $ 45,877  $ 48,783  $ 47,113  Additions charged to expense 11,895  14,880  27,899  37,138  Write-offs, net of recoveries (10,462) (12,411) (31,742) (35,905) Allowance for credit losses, end of period $ 44,940  $ 48,346  $ 44,940  $ 48,346
Schedule of Reconciliation of Shares Used to Calculate Basic and Diluted Earnings per Share	Set forth below is a reconciliation of shares used to calculate basic and diluted earnings per share for the three and nine months ended September 30, 2022 and 2023 (in thousands): For the three months ended September 30, For the nine months ended September 30, 2022 2023 2022 2023 Weighted average shares outstanding used to compute basic earnings per share 23,550  23,365  23,765  23,415  Incremental shares issuable upon the assumed exercise of stock options 3  3  3  4  Unvested restricted stock and restricted stock units 349  502  258  533  Shares used to compute diluted earnings per share 23,902  23,870  24,026  23,952  Anti-dilutive shares excluded from the diluted earnings per share calculation 11  276  149  219

v3.23.3

Revenue Recognition (Tables)	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregation of Revenue from Contracts with Customers	The following table presents the Company’s revenues from contracts with customers disaggregated by material revenue category for the three and nine months ended September 30, 2022 and 2023 (in thousands): For the three months ended September 30, For the nine months ended September 30, 2022 2023 2022 2023 U.S. Higher Education Segment Tuition, net of discounts, grants and scholarships $ 177,678  $ 192,850  $ 546,407  $ 575,725      Other(1) 7,821  8,978  24,884  25,677  Total U.S. Higher Education Segment 185,499  201,828  571,291  601,402  Australia/New Zealand Segment Tuition, net of discounts, grants and scholarships 60,238  61,667  173,621  165,855      Other(1) 939  1,597  3,611  4,384  Total Australia/New Zealand Segment 61,177  63,264  177,232  170,239  Education Technology Services Segment(2) 16,447  20,844  47,019  58,581  Consolidated revenue $ 263,123  $ 285,936  $ 795,542  $ 830,222  _________________________________________ (1)Other revenue is primarily comprised of academic fees, sales of course materials, placement fees and other non-tuition revenue streams. (2)Education Technology Services revenue is primarily derived from tuition revenue.
Schedule of Graduation Fund liability	The table below presents activity in the contract liability related to the Graduation Fund (in thousands): For the nine months ended September 30, 2022 2023 Balance at beginning of period $ 52,024  $ 46,842  Revenue deferred 12,647  14,543  Benefit redeemed (16,295) (16,931) Balance at end of period $ 48,376  $ 44,454

v3.23.3

Restructuring and Related Charges (Tables)	9 Months Ended
	Sep. 30, 2023
Restructuring and Related Activities [Abstract]
Schedule of Restructuring Liability by Type of Cost	The following details the changes in the Company’s severance and other employee separation costs restructuring liabilities related to the 2020 restructuring plan during the nine months ended September 30, 2022 (in thousands): 2020 Restructuring Plan Balance at December 31, 2021 $ 1,612  Restructuring and other charges 1,241  Payments (2,853) Balance at September 30, 2022 $ —  The following details the changes in the Company's severance and other employee separation costs restructuring liabilities during the nine months ended September 30, 2023 (in thousands): Severance Restructuring Liability Balance at December 31, 2022 $ —  Restructuring and other charges 11,256  Payments (8,731) Balance at September 30, 2023(1) $ 2,525  ____________________________________ (1)Restructuring liabilities are included in accounts payable and accrued expenses.

v3.23.3

Marketable Securities (Tables)	9 Months Ended
	Sep. 30, 2023
Investments, Debt and Equity Securities [Abstract]
Schedule of Marketable Securities	The following is a summary of available-for-sale and held-to-maturity securities as of September 30, 2023 (in thousands): Amortized Cost Gross Unrealized Gain Gross Unrealized (Losses) Estimated Fair Value Available-for-sale securities: Tax-exempt municipal securities $ 11,654  $ 1  $ (263) $ 11,392  Corporate debt securities 3,204  —  (122) 3,082  Total available-for sale securities $ 14,858  $ 1  $ (385) $ 14,474  Held-to-maturity securities: Term deposits $ 16,400  $ —  $ —  $ 16,400  The following is a summary of available-for-sale securities as of December 31, 2022 (in thousands): Amortized Cost Gross Unrealized Gain Gross Unrealized (Losses) Estimated Fair Value Available-for-sale securities: Tax-exempt municipal securities $ 15,852  $ 2  $ (507) $ 15,347  Corporate debt securities 7,140  —  (208) 6,932  Total $ 22,992  $ 2  $ (715) $ 22,279
Schedule of Maturities of Marketable Securities	The following table summarizes the maturities of the Company’s marketable securities as of December 31, 2022 and September 30, 2023 (in thousands): December 31, 2022 September 30, 2023 Available-for-sale securities Held-to-maturity securities Available-for-sale securities Held-to-maturity securities Due within one year $ 9,156  $ —  $ 12,560  $ 16,400  Due after one year through three years 13,123  —  1,914  —  Total $ 22,279  $ —  $ 14,474  $ 16,400
Schedule of Proceeds from the Maturities of Marketable Securities	The following table summarizes the proceeds from the maturities and sales of available-for-sale securities for the three and nine months ended September 30, 2022 and 2023 (in thousands): For the three months ended September 30, For the nine months ended September 30, 2022 2023 2022 2023 Maturities of marketable securities $ 500  $ 3,215  $ 2,600  $ 8,175  Sales of marketable securities —  —  —  —  Total $ 500  $ 3,215  $ 2,600  $ 8,175

v3.23.3

Fair Value Measurement (Tables)	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of Assets and Liabilities Measured at Fair Value On A Recurring Basis	Assets measured at fair value on a recurring basis consist of the following as of September 30, 2023 (in thousands): Fair Value Measurements at Reporting Date Using September 30, 2023 Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Money market funds $ 78,308  $ 78,308  $ —  $ —  U.S. treasury bills 14,915  14,915  —  —  Available-for-sale securities: Tax-exempt municipal securities 11,392  —  11,392  —  Corporate debt securities 3,082  —  3,082  —  Total assets at fair value on a recurring basis $ 107,697  $ 93,223  $ 14,474  $ —  Assets and liabilities measured at fair value on a recurring basis consist of the following as of December 31, 2022 (in thousands): Fair Value Measurements at Reporting Date Using December 31, 2022 Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Money market funds $ 217  $ 217  $ —  $ —  Available-for-sale securities: Tax-exempt municipal securities 15,347  —  15,347  —  Corporate debt securities 6,932  —  6,932  —  Total assets at fair value on a recurring basis $ 22,496  $ 217  $ 22,279  $ —
Schedule of Changes in Fair Value of Level 3 Liability	Changes in the fair value of the Company’s Level 3 liabilities during the nine months ended September 30, 2022 are as follows (in thousands): As of September 30, 2022 Balance as of the beginning of period $ 658  Amounts paid (658) Other adjustments to fair value —  Balance at end of period $ —

v3.23.3

Goodwill and Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Changes in Goodwill	The following table presents changes in the carrying value of goodwill by segment for the nine months ended September 30, 2023 (in thousands):   U.S. Higher Education Australia / New Zealand Education Technology Services Total Balance as of December 31, 2022 $ 632,075  $ 519,202  $ 100,000  $ 1,251,277  Additions —  —  —  —  Impairments —  —  —  —  Currency translation adjustments —  (22,846) —  (22,846) Adjustments to prior acquisitions —  —  —  —  Balance as of September 30, 2023 $ 632,075  $ 496,356  $ 100,000  $ 1,228,431
Schedule of Finite-Lived Intangible Assets	The following table represents the balance of the Company’s intangible assets as of December 31, 2022 and September 30, 2023 (in thousands):   December 31, 2022 September 30, 2023   Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Subject to amortization             Student relationships $ 200,185  $ (191,125) $ 9,060  $ 200,095  $ (199,155) $ 940  Not subject to amortization Trade names 251,481  —  251,481  248,574  —  248,574  Total $ 451,666  $ (191,125) $ 260,541  $ 448,669  $ (199,155) $ 249,514
Schedule of Indefinite-Lived Intangible Assets	The following table represents the balance of the Company’s intangible assets as of December 31, 2022 and September 30, 2023 (in thousands):   December 31, 2022 September 30, 2023   Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Subject to amortization             Student relationships $ 200,185  $ (191,125) $ 9,060  $ 200,095  $ (199,155) $ 940  Not subject to amortization Trade names 251,481  —  251,481  248,574  —  248,574  Total $ 451,666  $ (191,125) $ 260,541  $ 448,669  $ (199,155) $ 249,514

v3.23.3

Other Current Assets (Tables)	9 Months Ended
	Sep. 30, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule of Other Current Assets	Other current assets consist of the following as of December 31, 2022 and September 30, 2023 (in thousands): December 31, 2022 September 30, 2023 Prepaid expenses $ 19,073  $ 23,685  Restricted cash 13,287  13,238  Cloud computing arrangements 7,859  7,231  Other 3,066  4,535  Other current assets $ 43,285  $ 48,689

v3.23.3

Other Assets (Tables)	9 Months Ended
	Sep. 30, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule of Other Assets	Other assets consist of the following as of December 31, 2022 and September 30, 2023 (in thousands): December 31, 2022 September 30, 2023 Prepaid expenses, net of current portion $ 18,192  $ 17,321  Equity method investments 13,879  16,175  Cloud computing arrangements, net of current portion 7,507  12,021  Other investments 3,396  2,806  Tuition receivable, net, non-current 2,673  2,559  Other 4,005  4,063  Other assets $ 49,652  $ 54,945
Schedule of Changes in Company's Limited Partnership Investments	The following table illustrates changes in the Company’s limited partnership investments for the three and nine months ended September 30, 2022 and 2023 (in thousands): For the three months ended September 30, For the nine months ended September 30, 2022 2023 2022 2023 Limited partnership investments, beginning of period $ 14,011  $ 17,205  $ 15,582  $ 13,879  Capital contributions —  162  48  314  Pro-rata share in the net income (loss) of limited partnerships (32) (114) 32  3,060  Distributions —  (1,078) (1,683) (1,078) Limited partnership investments, end of period $ 13,979  $ 16,175  $ 13,979  $ 16,175

v3.23.3

Accounts Payable and Accrued Expenses (Tables)	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
Schedule of Accounts Payables and Accrued Expenses	Accounts payable and accrued expenses consist of the following as of December 31, 2022 and September 30, 2023 (in thousands): December 31, 2022 September 30, 2023 Trade payables $ 45,826  $ 54,856  Accrued compensation and benefits 32,608  36,767  Accrued student obligations and other 12,154  10,499  Accounts payable and accrued expenses $ 90,588  $ 102,122

v3.23.3

Other Long-Term Liabilities (Tables)	9 Months Ended
	Sep. 30, 2023
Other Liabilities, Noncurrent [Abstract]
Schedule of Other Long-term Liabilities	Other long-term liabilities consist of the following as of December 31, 2022 and September 30, 2023 (in thousands): December 31, 2022 September 30, 2023 Contract liabilities, net of current portion $ 36,540  $ 34,738  Asset retirement obligations 6,283  5,273  Other 3,183  2,948  Other long-term liabilities $ 46,006  $ 42,959

v3.23.3

Equity Awards (Tables)	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of Stock-based Compensation Expense	The following table sets forth the amount of stock-based compensation expense recorded in each of the expense line items for the three and nine months ended September 30, 2022 and 2023 (in thousands): For the three months ended September 30, For the nine months ended September 30, 2022 2023 2022 2023 Instructional and support costs $ 1,802  $ 597  $ 5,190  $ 4,128  General and administration 3,810  3,210  11,019  10,708  Restructuring costs —  270  —  366  Stock-based compensation expense included in operating expense 5,612  4,077  16,209  15,202  Tax benefit 1,460  1,054  4,250  3,988  Stock-based compensation expense, net of tax $ 4,152  $ 3,023  $ 11,959  $ 11,214

v3.23.3

Segment Reporting (Tables)	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
Schedule of Financial Information by Reportable Segment	A summary of financial information by reportable segment for the three and nine months ended September 30, 2022 and 2023 is presented in the following table (in thousands): For the three months ended September 30, For the nine months ended September 30, 2022 2023 2022 2023 Revenues U.S. Higher Education $ 185,499  $ 201,828  $ 571,291  $ 601,402  Australia/New Zealand 61,177  63,264  177,232  170,239  Education Technology Services 16,447  20,844  47,019  58,581  Consolidated revenues $ 263,123  $ 285,936  $ 795,542  $ 830,222  Income (loss) from operations U.S. Higher Education $ (1,948) $ 10,412  $ 25,386  $ 26,742  Australia/New Zealand 8,934  13,875  20,506  20,984  Education Technology Services 5,222  8,316  15,237  20,278  Amortization of intangible assets (3,522) (3,382) (10,954) (10,364) Merger and integration costs (269) (330) (933) (1,335) Restructuring costs (610) (3,262) (6,129) (15,208) Consolidated income from operations $ 7,807  $ 25,629  $ 43,113  $ 41,097

v3.23.3

Nature of Operations - Narrative (Details)	9 Months Ended
	Sep. 30, 2023 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reporting segments	3

v3.23.3

Significant Accounting Policies - Schedule of Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash included in other current assets	$ 13,238		$ 15,145
Restricted cash included in other assets	500		$ 500
United States
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash included in other current assets	2,100	$ 1,400
Australia and New Zealand
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash included in other current assets	11,200	$ 11,900
PENNSYLVANIA
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash included in other assets	$ 500

v3.23.3

Significant Accounting Policies - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash and cash equivalents	$ 167,707	$ 213,667	$ 262,757
Restricted cash included in other current assets	13,238		15,145
Restricted cash included in other assets	500		500
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$ 181,445	$ 227,454	$ 278,402	$ 279,212

v3.23.3

Significant Accounting Policies - Schedule of Tuition Receivable and Allowance for Credit Losses (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]
Tuition receivable	$ 145,775	$ 110,066
Allowance for credit losses	(48,346)	(47,113)
Tuition receivable, net	97,429	62,953
Tuition receivable, noncurrent	2,559	2,673
Other Noncurrent Assets
Accounts, Notes, Loans and Financing Receivable [Line Items]
Tuition receivable, noncurrent	$ 2,600	$ 2,700

v3.23.3

Significant Accounting Policies - Schedule of Allowance for Credit Loss (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Allowance for credit losses, beginning of period	$ 45,877	$ 43,507	$ 47,113	$ 48,783
Additions charged to expense	14,880	11,895	37,138	27,899
Write-offs, net of recoveries	(12,411)	(10,462)	(35,905)	(31,742)
Allowance for credit losses, end of period	$ 48,346	$ 44,940	$ 48,346	$ 44,940

v3.23.3

Significant Accounting Policies - Assets Held for Sale (Details)	3 Months Ended	9 Months Ended
	Jun. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)	Mar. 31, 2023 uSHigherEducationCampus
Accounting Policies [Abstract]
Number of facilities held for sale | uSHigherEducationCampus			1
Impairment charge		$ 0
Gain on sale of long-lived assets	$ 2,100,000

v3.23.3

Significant Accounting Policies - Authorized Stock (Details) - $ / shares		1 Months Ended	3 Months Ended		9 Months Ended
	Sep. 11, 2023	Jul. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Accounting Policies [Abstract]
Common stock, shares authorized (in shares)			32,000,000		32,000,000		32,000,000
Common stock, par value (in dollars per share)			$ 0.01		$ 0.01		$ 0.01
Common stock, shares issued (in shares)			24,419,092		24,419,092		24,402,891
Common stock, shares outstanding (in shares)			24,419,092		24,419,092		24,402,891
Preferred stock, shares authorized (in shares)			8,000,000		8,000,000		8,000,000
Issued shares of preferred stock (in shares)			0		0		0
Outstanding shares of preferred stock (in shares)			0		0		0
Common stock dividends declared (in dollars per share)		$ 0.60	$ 0.60	$ 0.60	$ 1.80	$ 1.80
Common stock dividends paid (in dollars per share)	$ 0.60

v3.23.3

Significant Accounting Policies - Schedule of Reconciliation of Shares Used to Calculate Basic and Diluted Earnings per Share (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Schedule of reconciliation of shares used to calculate basic and diluted earnings per share
Weighted average shares outstanding used to compute basic earnings per share (in shares)	23,365	23,550	23,415	23,765
Incremental shares issuable upon the assumed exercise of stock options (in shares)	3	3	4	3
Unvested restricted stock and restricted stock units (in shares)	502	349	533	258
Shares used to compute diluted earnings per share (in shares)	23,870	23,902	23,952	24,026
Anti-dilutive shares excluded from the diluted earnings per share calculation (in shares)	276	11	219	149

v3.23.3

Significant Accounting Policies - Comprehensive Income (Loss) (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Accounting Policies [Abstract]
Accumulated other comprehensive loss	$ (62,878,000)		$ (62,878,000)		$ (35,068,000)
Tax from unrealized losses on marketable securities			100,000		$ 100,000
Reclassifications from AOCI	$ 0	$ 0	$ 0	$ 0

v3.23.3

Revenue Recognition - Schedule of Disaggregation of Revenue from Contracts with Customers (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Consolidated revenue	$ 285,936	$ 263,123	$ 830,222	$ 795,542
U.S. Higher Education Segment
Disaggregation of Revenue [Line Items]
Consolidated revenue	201,828	185,499	601,402	571,291
U.S. Higher Education Segment | Tuition, net of discounts, grants and scholarships
Disaggregation of Revenue [Line Items]
Consolidated revenue	192,850	177,678	575,725	546,407
U.S. Higher Education Segment | Other
Disaggregation of Revenue [Line Items]
Consolidated revenue	8,978	7,821	25,677	24,884
Australia/New Zealand Segment
Disaggregation of Revenue [Line Items]
Consolidated revenue	63,264	61,177	170,239	177,232
Australia/New Zealand Segment | Tuition, net of discounts, grants and scholarships
Disaggregation of Revenue [Line Items]
Consolidated revenue	61,667	60,238	165,855	173,621
Australia/New Zealand Segment | Other
Disaggregation of Revenue [Line Items]
Consolidated revenue	1,597	939	4,384	3,611
Education Technology Services Segment
Disaggregation of Revenue [Line Items]
Consolidated revenue	$ 20,844	$ 16,447	$ 58,581	$ 47,019

v3.23.3

Revenue Recognition - Narrative (Details) $ in Millions	9 Months Ended
	Sep. 30, 2023 USD ($) term course
Graduation Fund [Line Items]
Number of free courses	1
Number of successfully completed courses	3
Consecutive terms of non attendance in which Graduation Fund credits will be lost | term	1
Expected collection period of tuition receivable	12 months
Graduation fund estimated to be redeemed | $	$ 19.4
Minimum
Graduation Fund [Line Items]
Expected collection period of tuition receivable, noncurrent	2 years
Minimum | Australia / New Zealand
Graduation Fund [Line Items]
Deferred acquisition costs, amortization period	1 year
Maximum
Graduation Fund [Line Items]
Expected collection period of tuition receivable, noncurrent	4 years
Maximum | Australia / New Zealand
Graduation Fund [Line Items]
Deferred acquisition costs, amortization period	2 years

v3.23.3

Revenue Recognition - Schedule of Graduation Fund liability (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Graduation Fund [Roll Forward]
Balance at beginning of period	$ 46,842	$ 52,024
Revenue deferred	14,543	12,647
Benefit redeemed	(16,931)	(16,295)
Balance at end of period	$ 44,454	$ 48,376

v3.23.3

Restructuring and Related Charges - Schedule of Restructuring Liability by Type of Cost (Details) - Severance and Other Employee Separation Costs - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022
Schedule of restructuring liability
Beginning balance		$ 0
Restructuring and other charges	$ 2,900	11,256
Payments		(8,731)
Ending balance	$ 2,525	$ 2,525
2020 Restructuring Plan
Schedule of restructuring liability
Beginning balance			$ 1,612
Restructuring and other charges			1,241
Payments			(2,853)
Ending balance			$ 0

v3.23.3

Restructuring and Related Charges - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Restructuring Cost and Reserve [Line Items]
Impairment of right-of-use lease assets			$ 5,135	$ 1,185
Gain on sale of property and equipment			2,136	0
2020 Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Impairment of right-of-use lease assets		$ 100	5,100	1,200
Impairment of fixed asset impairment charges	$ 100	$ 100	400	2,500
Gain on sale of property and equipment			2,100
Severance and Other Employee Separation Costs
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	$ 2,900		$ 11,256
Severance and Other Employee Separation Costs | 2020 Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges				$ 1,241

v3.23.3

Marketable Securities - Schedule of Available-For-Sale Securities (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Available-for-sale securities:
Amortized Cost	$ 14,858,000	$ 22,992,000
Gross Unrealized Gain	1,000	2,000
Gross Unrealized (Losses)	(385,000)	(715,000)
Estimated Fair Value	14,474,000	22,279,000
Held-to-maturity securities:
Amortized Cost		0
Tax-exempt municipal securities
Available-for-sale securities:
Amortized Cost	11,654,000	15,852,000
Gross Unrealized Gain	1,000	2,000
Gross Unrealized (Losses)	(263,000)	(507,000)
Estimated Fair Value	11,392,000	15,347,000
Corporate debt securities
Available-for-sale securities:
Amortized Cost	3,204,000	7,140,000
Gross Unrealized Gain	0	0
Gross Unrealized (Losses)	(122,000)	(208,000)
Estimated Fair Value	3,082,000	$ 6,932,000
Term deposits
Held-to-maturity securities:
Amortized Cost	16,400,000
Gross Unrealized Gain	0
Gross Unrealized (Losses)	0
Estimated Fair Value	$ 16,400,000

v3.23.3

Marketable Securities - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Investments, Debt and Equity Securities [Abstract]
Debt securities held-to-maturity					$ 0
Unrealized loss position for a period longer than twelve months	$ 13,500,000		$ 13,500,000
Impairment charges	0	$ 0	0	$ 0
Allowance for credit losses	0		0
Debt securities, held-to-maturity, allowance for credit loss	0		0
Gross realized gain (loss) related to the sale of marketable securities	$ 0	$ 0	$ 0	$ 0

v3.23.3

Marketable Securities - Schedule of Maturities of Marketable Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Available-for-sale securities:
Due within one year	$ 12,560	$ 9,156
Due after one year through three years	1,914	13,123
Total	14,474	22,279
Held-to-maturity securities
Due within one year	16,400	0
Due after one year through three years	0	0
Total	$ 16,400	$ 0

v3.23.3

Marketable Securities - Schedule of Proceeds From Maturities of Available-For-Sale Securities (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Investments, Debt and Equity Securities [Abstract]
Maturities of marketable securities	$ 3,215	$ 500	$ 8,175	$ 2,600
Sales of marketable securities	0	0	0	0
Total	$ 3,215	$ 500	$ 8,175	$ 2,600

v3.23.3

Fair Value Measurement - Schedule of Assets and Liabilities Measured at Fair Value On A Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
Assets:
Money market funds	$ 167,707	$ 213,667	$ 262,757
Available-for-sale securities	14,474	22,279
Recurring
Assets:
Total assets at fair value on a recurring basis	107,697	22,496
Money market funds | Recurring
Assets:
Money market funds	78,308	217
U.S. treasury bills | Recurring
Assets:
Available-for-sale securities	14,915
Tax-exempt municipal securities
Assets:
Available-for-sale securities	11,392	15,347
Tax-exempt municipal securities | Recurring
Assets:
Available-for-sale securities	11,392	15,347
Corporate debt securities
Assets:
Available-for-sale securities	3,082	6,932
Corporate debt securities | Recurring
Assets:
Available-for-sale securities	3,082	6,932
Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) | Recurring
Assets:
Total assets at fair value on a recurring basis	93,223	217
Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) | Money market funds | Recurring
Assets:
Money market funds	78,308	217
Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) | U.S. treasury bills | Recurring
Assets:
Available-for-sale securities	14,915
Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) | Tax-exempt municipal securities | Recurring
Assets:
Available-for-sale securities	0	0
Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) | Corporate debt securities | Recurring
Assets:
Available-for-sale securities	0	0
Significant Other Observable Inputs (Level 2) | Recurring
Assets:
Total assets at fair value on a recurring basis	14,474	22,279
Significant Other Observable Inputs (Level 2) | Money market funds | Recurring
Assets:
Money market funds	0	0
Significant Other Observable Inputs (Level 2) | U.S. treasury bills | Recurring
Assets:
Available-for-sale securities	0
Significant Other Observable Inputs (Level 2) | Tax-exempt municipal securities | Recurring
Assets:
Available-for-sale securities	11,392	15,347
Significant Other Observable Inputs (Level 2) | Corporate debt securities | Recurring
Assets:
Available-for-sale securities	3,082	6,932
Significant Unobservable Inputs (Level 3) | Recurring
Assets:
Total assets at fair value on a recurring basis	0	0
Significant Unobservable Inputs (Level 3) | Money market funds | Recurring
Assets:
Money market funds	0	0
Significant Unobservable Inputs (Level 3) | U.S. treasury bills | Recurring
Assets:
Available-for-sale securities	0
Significant Unobservable Inputs (Level 3) | Tax-exempt municipal securities | Recurring
Assets:
Available-for-sale securities	0	0
Significant Unobservable Inputs (Level 3) | Corporate debt securities | Recurring
Assets:
Available-for-sale securities	$ 0	$ 0

v3.23.3

Fair Value Measurement - Schedule of Change in Fair Value of Level 3 Liability (Details) - Deferred Payments $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance as of the beginning of period	$ 658
Amounts paid	(658)
Other adjustments to fair value	0
Balance at end of period	$ 0

v3.23.3

Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Changes in carrying amount
Balance, beginning of period			$ 1,251,277,000
Additions			0
Impairments	$ 0	$ 0	0	$ 0
Currency translation adjustments			(22,846,000)
Adjustments to prior acquisitions			0
Balance, end of period	1,228,431,000		1,228,431,000
U.S. Higher Education
Changes in carrying amount
Balance, beginning of period			632,075,000
Additions			0
Impairments			0
Currency translation adjustments			0
Adjustments to prior acquisitions			0
Balance, end of period	632,075,000		632,075,000
Australia / New Zealand
Changes in carrying amount
Balance, beginning of period			519,202,000
Additions			0
Impairments			0
Currency translation adjustments			(22,846,000)
Adjustments to prior acquisitions			0
Balance, end of period	496,356,000		496,356,000
Education Technology Services
Changes in carrying amount
Balance, beginning of period			100,000,000
Additions			0
Impairments			0
Currency translation adjustments			0
Adjustments to prior acquisitions			0
Balance, end of period	$ 100,000,000		$ 100,000,000

v3.23.3

Goodwill and Intangible Assets - Goodwill Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment of goodwill	$ 0	$ 0	$ 0	$ 0

v3.23.3

Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Accumulated Amortization	$ (199,155)	$ (191,125)
Indefinite-Lived Intangible Assets [Line Items]
Intangible assets, gross	448,669	451,666
Accumulated Amortization	(199,155)	(191,125)
Intangible assets, net	249,514	260,541
Trade names
Indefinite-Lived Intangible Assets [Line Items]
Trade names	248,574	251,481
Student relationships
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	200,095	200,185
Accumulated Amortization	(199,155)	(191,125)
Net	940	9,060
Indefinite-Lived Intangible Assets [Line Items]
Accumulated Amortization	$ (199,155)	$ (191,125)

v3.23.3

Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items]
Useful life - acquired (in years)			3 years
Amortization expenses	$ 3,382,000	$ 3,522,000	$ 10,364,000	$ 10,954,000
Trade names
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items]
Impairment of intangible assets	$ 0	$ 0	0	0
Student relationships
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items]
Amortization expenses			$ 8,000,000	$ 8,500,000

v3.23.3

Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expenses	$ 23,685	$ 19,073
Restricted cash	13,238	13,287
Cloud computing arrangements	7,231	7,859
Other	4,535	3,066
Other current assets	$ 48,689	$ 43,285

v3.23.3

Other Assets - Schedule of Other Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expenses, net of current portion	$ 17,321		$ 18,192
Equity method investments	16,175	$ 17,205	13,879	$ 13,979	$ 14,011	$ 15,582
Cloud computing arrangements, net of current portion	12,021		7,507
Other investments	2,806		3,396
Tuition receivable, net, non-current	2,559		2,673
Other	4,063		4,005
Other assets	$ 54,945		$ 49,652

v3.23.3

Other Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		144 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2031	Dec. 31, 2022	Dec. 31, 2020
Schedule of Other Assets [Line Items]
Prepaid expenses, net of current portion	$ 17,321		$ 17,321			$ 18,192
Capital contributions	$ 162	$ 0	$ 314	$ 48
Minimum | Limited Partnerships
Schedule of Other Assets [Line Items]
Ownership percentage	3.00%		3.00%
Maximum | Limited Partnerships
Schedule of Other Assets [Line Items]
Ownership percentage	5.00%		5.00%
Forecast
Schedule of Other Assets [Line Items]
Capital contributions					$ 2,400
Jack Welch Management Institute
Schedule of Other Assets [Line Items]
Commitment for future services under the perpetual license agreement							$ 25,300
Prepaid expenses, net of current portion	$ 16,500		$ 16,500			$ 17,700
Prepaid expense, amortization period			15 years

v3.23.3

Other Assets - Schedule of Changes in Company's Limited Partnership Investments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Equity Method Investment Summarized Financial Information Assets [Roll Forward]
Limited partnership investments, beginning of period	$ 17,205	$ 14,011	$ 13,879	$ 15,582
Capital contributions	162	0	314	48
Pro-rata share in the net income (loss) of limited partnerships	(114)	(32)	3,060	32
Distributions	(1,078)	0	(1,078)	(1,683)
Limited partnership investments, end of period	$ 16,175	$ 13,979	$ 16,175	$ 13,979

v3.23.3

Accounts Payable and Accrued Expenses - Schedule of Accounts Payables and Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Trade payables	$ 54,856	$ 45,826
Accrued compensation and benefits	36,767	32,608
Accrued student obligations and other	10,499	12,154
Accounts payable and accrued expenses	$ 102,122	$ 90,588

v3.23.3

Long Term Debt (Details) - USD ($)		1 Months Ended	9 Months Ended
	Nov. 03, 2020	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Debt Instrument [Line Items]
Money market funds		$ 167,707,000	$ 167,707,000	$ 262,757,000	$ 213,667,000
Repayments of revolving credit facility			40,000,000	0
Revolving Credit Facility
Debt Instrument [Line Items]
Repayments of revolving credit facility		40,000,000
Revolving credit facility, outstanding		61,200,000	61,200,000		101,400,000
Interest paid			5,400,000	$ 3,000,000
Revolving Credit Facility | Australia, Dollars
Debt Instrument [Line Items]
Revolving credit facility, outstanding		$ 3,200,000	$ 3,200,000		$ 3,400,000
Revolving Credit Facility | Minimum
Debt Instrument [Line Items]
Unused commitment fee	0.20%
Revolving Credit Facility | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Margin rate	1.50%
Revolving Credit Facility | Maximum
Debt Instrument [Line Items]
Unused commitment fee	0.30%
Revolving Credit Facility | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Margin rate	2.00%
Amended Credit Facility | Revolving Credit Facility
Debt Instrument [Line Items]
Revolving credit facility, value	$ 350,000,000
Maximum aggregate incremental term loans	$ 300,000,000
Percentage of consolidated EBITDA to be funded	100.00%
Maximum leverage ratio allowed in order to increase obligation	1.75
Debt financing costs	$ 1,900,000
Debt instrument term	5 years
Maximum total leverage ratio	2.00
Money market funds	$ 150,000,000
Minimum coverage ratio	1.75
Minimum department of education financial composite score	1.0
Minimum department of education financial composite score for two consecutive fiscal years	1.5
Amendment to the Credit Facility, Subfacility for Borrowings in Foreign Currencies | Revolving Credit Facility
Debt Instrument [Line Items]
Revolving credit facility, value	$ 150,000,000

v3.23.3

Other Long-Term Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Other Liabilities, Noncurrent [Abstract]
Contract liabilities, net of current portion	$ 34,738	$ 36,540
Asset retirement obligations	5,273	6,283
Other	2,948	3,183
Other long-term liabilities	$ 42,959	$ 46,006

v3.23.3

Equity Awards - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Schedule of stock-based compensation expense
Stock-based compensation expense included in operating expense	$ 4,077	$ 5,612	$ 15,202	$ 16,209
Tax benefit	1,054	1,460	3,988	4,250
Stock-based compensation expense, net of tax	3,023	4,152	11,214	11,959
Instructional and support costs
Schedule of stock-based compensation expense
Stock-based compensation expense included in operating expense	597	1,802	4,128	5,190
General and administration
Schedule of stock-based compensation expense
Stock-based compensation expense included in operating expense	3,210	3,810	10,708	11,019
Restructuring costs
Schedule of stock-based compensation expense
Stock-based compensation expense included in operating expense	$ 270	$ 0	$ 366	$ 0

v3.23.3

Equity Awards - Narrative (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Tax shortfall related to share-based payment arrangements	$ 1.4	$ 1.4

v3.23.3

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income tax expense	$ 8,012	$ 1,453	$ 14,846	$ 13,639
Effective income tax rate			32.60%	32.50%
Tax shortfall related to share-based payment arrangements			$ 1,400	$ 1,400
Unrecognized tax benefits	$ 900		900		$ 900
Cash payments for income taxes			$ 35,600	$ 20,200

v3.23.3

Segment Reporting - Narrative (Details)	9 Months Ended
	Sep. 30, 2023 segment
Segment Reporting [Abstract]
Number of operating segments	3
Number of reporting segments	3

v3.23.3

Segment Reporting - Schedule of Financial Information by Reportable Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenues
Revenues	$ 285,936	$ 263,123	$ 830,222	$ 795,542
Income (loss) from operations
Consolidated income from operations	25,629	7,807	41,097	43,113
Amortization of intangible assets	(3,382)	(3,522)	(10,364)	(10,954)
Merger and integration costs	(330)	(269)	(1,335)	(933)
Restructuring costs	(3,262)	(610)	(15,208)	(6,129)
Segment Reconciling Items
Income (loss) from operations
Amortization of intangible assets	(3,382)	(3,522)	(10,364)	(10,954)
Merger and integration costs	(330)	(269)	(1,335)	(933)
Restructuring costs	(3,262)	(610)	(15,208)	(6,129)
U.S. Higher Education
Revenues
Revenues	201,828	185,499	601,402	571,291
U.S. Higher Education | Operating Segments
Revenues
Revenues	201,828	185,499	601,402	571,291
Income (loss) from operations
Consolidated income from operations	10,412	(1,948)	26,742	25,386
Australia / New Zealand
Revenues
Revenues	63,264	61,177	170,239	177,232
Australia / New Zealand | Operating Segments
Revenues
Revenues	63,264	61,177	170,239	177,232
Income (loss) from operations
Consolidated income from operations	13,875	8,934	20,984	20,506
Education Technology Services
Revenues
Revenues	20,844	16,447	58,581	47,019
Education Technology Services | Operating Segments
Revenues
Revenues	20,844	16,447	58,581	47,019
Income (loss) from operations
Consolidated income from operations	$ 8,316	$ 5,222	$ 20,278	$ 15,237

v3.23.3

Litigation (Details)	Jun. 22, 2022 educational_institution	Apr. 20, 2021 borrowerDefenseApplication
Commitments and Contingencies Disclosure [Abstract]
Number of borrower defense applications submitted (more than)		1,000
Number of borrower defense applications submitted received for repayment (approximately)		500
Number of different institutions impacted by litigation (approximately) | educational_institution	150

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