SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15 (d) of the

Securities Exchange Act of 1934

For the quarterly period ended June 30, ~~2016~~2017

Commission File No. 0-21039

Strayer Education, Inc.

(Exact name of registrant as specified in this charter)


Maryland		52-1975978
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2303 Dulles Station Boulevard Herndon, VA		20171
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (703) 561-1600

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, ~~or a~~ smaller reporting company, or an emerging growth company. See the definitions of “large accelerated ~~filer”,~~filer,” “accelerated ~~filer”~~filer,” “smaller reporting company,” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(check one)~~


Large accelerated filer	☐		Accelerated filer	☒
Non-accelerated filer	☐	(Do not check if a smaller reporting company)	Smaller reporting company	☐
Emerging growth company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July ~~18, 2016,~~19, 2017, there were outstanding ~~11,094,391~~11,167,425 shares of Common Stock, par value $0.01 per share, of the Registrant.

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STRAYER EDUCATION, INC.

INDEX

FORM 10-Q


PART I — FINANCIAL INFORMATION

	Item 1.	Financial Statements

		Unaudited Condensed Consolidated Balance Sheets at December 31, ~~2015~~2016 and June 30, ~~2016~~2017	3

		Unaudited Condensed Consolidated Statements of Income for the three and six months ended June 30, ~~2015~~2016 and ~~201~~20176	4

		~~Unaudited Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2015 and 201~~6	4

		Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the six months ended June 30, ~~2015~~2016 and ~~201~~20176	5

		Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, ~~2015~~2016 and ~~201~~20176	6

		Notes to Unaudited Condensed Consolidated Financial Statements	7

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22 21

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30 28

	Item 4.	Controls and Procedures	30 28

PART II — OTHER INFORMATION

	Item 1.	Legal Proceedings	31 29

	Item 1A.	Risk Factors	31 29

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

	Item 3.	Defaults Upon Senior Securities	31

	Item 4.	Mine Safety Disclosures	31

	Item 5.	Other Information	31

	Item 6.	Exhibits	31

SIGNATURES			32

CERTIFICATIONS

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STRAYER EDUCATION, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE ~~SHEET~~SSHEETS

(in thousands, except share and per share data)



	December 31, 2015		June 30, 2016		December 31, 2016		June 30, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	106,889	$	117,422	$	129,245	$	147,867
Tuition receivable, net		18,519		19,053		20,532		20,342
Income taxes receivable		—		897		—		1,485
Other current assets		6,944		8,409		10,766		10,357
Total current assets		132,352		145,781		160,543		180,051
Property and equipment, net		77,139		72,577		73,124		72,706
Deferred income taxes		26,449		24,509		31,096		32,441
Goodwill		6,800		20,793		20,744		20,744
Other assets		5,694		13,891		13,189		12,540
Total assets	$	248,434	$	277,551	$	298,696	$	318,482

LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	42,253	$	42,127	$	41,132	$	41,286
Income taxes payable		2,684		—		1,883		—
Deferred revenue		12,373		17,140		16,691		20,017
Other current liabilities		281		273		133		—
Total current liabilities		57,591		59,540		59,839		61,303
Other long-term liabilities		47,987		50,073		50,483		47,978
Total liabilities		105,578		109,613		110,322		109,281

Commitments and contingencies
Stockholders’ equity:
Common stock, par value $0.01; 20,000,000 shares authorized; 11,027,177 and 11,164,911 shares issued and outstanding at December 31, 2015 and June 30, 2016, respectively		110		112
Common stock, par value $0.01; 20,000,000 shares authorized; 11,093,489 and 11,167,425 shares issued and outstanding at December 31, 2016 and June 30, 2017, respectively						111		112
Additional paid-in capital		24,738		29,612		35,453		41,106
Retained earnings		118,008		138,214		152,810		167,983
Total stockholders’ equity		142,856		167,938		188,374		209,201
Total liabilities and stockholders’ equity	$	248,434	$	277,551	$	298,696	$	318,482

The accompanying notes are an integral part of these condensed consolidated financial statements.

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STRAYER EDUCATION, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF ~~INCOM~~EINCOME

(in thousands, except per share data)



	For the three months ended				For the six months ended				For the three months ended				For the six months ended
	June 30,				June 30,				June 30,				June 30,
	2015		2016		2015		2016		2016		2017		2016		2017
Revenues	$	109,750	$	108,487	$	221,635	$	219,653	$	108,487	$	112,720	$	219,653	$	227,632
Costs and expenses:
Instruction and educational support		59,245		61,782		118,942		119,880		61,782		61,656		119,880		123,072
Marketing		14,670		17,748		31,351		36,046		17,748		19,226		36,046		37,944
Admissions advisory		4,062		4,131		8,055		8,480		4,131		4,779		8,480		9,495
General and administration		10,844		11,930		22,499		22,259		11,930		13,205		22,259		24,824
Total costs and expenses		88,821		95,591		180,847		186,665		95,591		98,866		186,665		195,335
Income from operations		20,929		12,896		40,788		32,988		12,896		13,854		32,988		32,297
Investment income		100		112		178		212		112		253		212		434
Interest expense		1,272		160		2,545		320		160		160		320		319
Income before income taxes		19,757		12,848		38,421		32,880		12,848		13,947		32,880		32,412
Provision for income taxes		7,883		5,062		15,162		12,674		5,062		3,645		12,674		11,532
Net income	$	11,874	$	7,786	$	23,259	$	20,206	$	7,786	$	10,302	$	20,206	$	20,880
Earnings per share:
Basic	$	1.12	$	0.73	$	2.20	$	1.91	$	0.73	$	0.96	$	1.91	$	1.96
Diluted	$	1.11	$	0.72	$	2.17	$	1.87	$	0.72	$	0.92	$	1.87	$	1.87
Weighted average shares outstanding:
Basic		10,587		10,610		10,583		10,603		10,610		10,680		10,603		10,655
Diluted		10,705		10,799		10,721		10,790		10,799		11,190		10,790		11,155

The accompanying notes are an integral part of these condensed consolidated financial statements.

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STRAYER EDUCATION, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE~~STOCKHOLDERS’ ~~INCOM~~EEQUITY

(in ~~thousands)~~thousands, except share data)

For the three months ended

For the six months ended

June 30,

June 30,


2015

2016

2015

2016

Net income

$
11,874

$
7,786

$
23,259

$
20,206

Other comprehensive income:

Change in fair value of derivative instrument, net of income tax

(28)

—

(233)

—

Comprehensive income

$
11,846

$
7,786

$
23,026

$
20,206



				Additional
	Common Stock			Paid-in		Retained
	Shares	Par Value		Capital		Earnings		Total
Balance at December 31, 2015	11,027,177	$	110	$	24,738	$	118,008	$	142,856
Tax shortfall associated with stock-based compensation arrangements	—		—		(50)		—		(50)
Restricted stock grants, net of forfeitures	137,734		2		(2)		—		—
Stock-based compensation	—		—		4,926		—		4,926
Net income	—		—		—		20,206		20,206
Balance at June 30, 2016	11,164,911	$	112	$	29,612	$	138,214	$	167,938


				Additional
	Common Stock			Paid-in		Retained
	Shares	Par Value		Capital		Earnings		Total
Balance at December 31, 2016	11,093,489	$	111	$	35,453	$	152,810	$	188,374
Restricted stock grants, net of forfeitures	73,936		1		(1)		—		—
Stock-based compensation	—		—		5,654		—		5,654
Common stock dividends	—		—		—		(5,707)		(5,707)
Net income	—		—		—		20,880		20,880
Balance at June 30, 2017	11,167,425	$	112	$	41,106	$	167,983	$	209,201

The accompanying notes are an integral part of these condensed consolidated financial statements.

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STRAYER EDUCATION, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS’EQUIT~~YCASH FLOWS

(in ~~thousands, except share data)~~thousands)

Accumulated

Additional

Other

Common Stock

Paid-in

Retained

Comprehensive


Shares

Par Value

Capital

Earnings

Income (Loss)

Total

Balance at December 31, 2014

10,903,341

$
109

$
14,550

$
77,985

$
88

$
92,732

Tax shortfall associated with stock-based compensation arrangements

—

—

(25)

—

—

(25)

Restricted stock grants, net of forfeitures and conversions

124,924

1

(1)

—

—

—

Stock-based compensation

—

—

4,923

—

—

4,923

Change in fair value of derivative instrument, net of income tax

—

—

—

—

(233)

(233)

Net income

—

—

—

23,259

—

23,259

  Balance at June 30, 2015

11,028,265

$
110

$
19,447

$
101,244

$
(145)

$
120,656

Accumulated

Additional

Other

Common Stock

Paid-in

Retained

Comprehensive

Shares

Par Value

Capital

Earnings

Income (Loss)

Total

Balance at December 31, 2015

11,027,177

$
110

$
24,738

$
118,008

$
—

$
142,856

Tax shortfall associated with stock-based compensation arrangements

—

—

(50)

—

—

(50)

Restricted stock grants, net of forfeitures

137,734

2

(2)

—

—

—

Stock-based compensation

—

—

4,926

—

—

4,926

Net income

—

—

—

20,206

—

20,206

  Balance at June 30, 2016

11,164,911

$
112

$
29,612

$
138,214

$
—

$
167,938


	For the Six Months Ended
	June 30,
	2016		2017
Cash flows from operating activities:
Net income	$	20,206	$	20,880
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of gain on sale of assets		(140)		(133)
Amortization of deferred rent		(446)		(859)
Amortization of deferred financing costs		131		131
Depreciation and amortization		8,873		8,975
Deferred income taxes		(2,158)		(1,560)
Stock-based compensation		4,926		5,654
Changes in assets and liabilities:
Tuition receivable, net		245		(137)
Other current assets		(1,466)		409
Other assets		(2,639)		829
Accounts payable and accrued expenses		(726)		559
Income taxes payable and income taxes receivable		(3,314)		(3,153)
Deferred revenue		3,313		4,356
Other long-term liabilities		(4,380)		(3,187)
Net cash provided by operating activities		22,425		32,764

Cash flows from investing activities:
Purchases of property and equipment		(3,852)		(8,435)
Cash used in acquisition, net of cash acquired		(7,635)		—
Net cash used in investing activities		(11,487)		(8,435)

Cash flows from financing activities:
Payments of contingent consideration		(405)		—
Common dividends paid		—		(5,707)
Net cash used in financing activities		(405)		(5,707)
Net increase in cash and cash equivalents		10,533		18,622
Cash and cash equivalents — beginning of period		106,889		129,245
Cash and cash equivalents — end of period	$	117,422	$	147,867
Noncash transactions:
Purchases of property and equipment included in accounts payable	$	274	$	469

The accompanying notes are an integral part of these condensed consolidated financial statements.

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~~STRAYER EDUCATION, INC.~~

~~UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW~~S

~~(in thousands)~~

For the Six Months Ended

June 30,


2015

2016

Cash flows from operating activities:

Net income

$
23,259

$
20,206

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

Amortization of gain on sale of assets

(140)

(140)

Amortization of deferred rent

(424)

(446)

Amortization of deferred financing costs

390

131

Depreciation and amortization

9,292

8,873

Deferred income taxes

(1,621)

(2,158)

Stock-based compensation

4,923

4,926

Changes in assets and liabilities:

Tuition receivable, net

1,554

245

Other current assets

2,357

(1,466)

Other assets

2

(2,639)

Accounts payable and accrued expenses

(2,808)

(726)

Income taxes payable and income taxes receivable

3,387

(3,314)

Deferred revenue

5,544

3,313

Other long-term liabilities

(1,959)

(4,380)

Net cash provided by operating activities

43,756

22,425

Cash flows from investing activities:

Purchases of property and equipment

(7,057)

(3,852)

Cash used in acquisition, net of cash acquired

—

(7,635)

Net cash used in investing activities

(7,057)

(11,487)

Cash flows from financing activities:

Payments on term loan

(3,125)

—

Payments of contingent consideration

(300)

(405)

Net cash used in financing activities

(3,425)

(405)

Net increase in cash and cash equivalents

33,274

10,533

Cash and cash equivalents — beginning of period

162,283

106,889

Cash and cash equivalents — end of period

$
195,557

$
117,422

Non-cash transactions:

Purchases of property and equipment included in accounts payable

$
546

$
274

Contingent consideration recorded in connection with an acquisition

$
—

$
8,500

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~

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STRAYER EDUCATION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Nature of Operations

Strayer Education, Inc. (the “Company”), a Maryland corporation, conducts its operations through its wholly-owned subsidiaries, Strayer University (the “University”) and New York Code and Design Academy (“NYCDA”). The University is an accredited institution of higher education that provides undergraduate and graduate degrees in various fields of study through physical campuses, predominantly located in the eastern United States, and online. NYCDA is a New York City-based provider of ~~non-degree~~ web and ~~mobile app~~application software development courses. NYCDA courses are delivered primarily on-ground to students seeking to further their career in software application development. The Company has only one ~~reporting~~reportable segment.

2. Significant Accounting Policies

Financial Statement Presentation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. On January 13, 2016, the Company acquired all of the outstanding stock of NYCDA, and the results of NYCDA are included with the Company from the acquisition date. All intercompany accounts and transactions have been eliminated in the consolidated financial statements.

All information as of December 31, ~~2015~~2016 and June 30, ~~2015~~2016 and ~~2016,~~2017, and for the three and six months ended June 30, ~~2015~~2016 and ~~2016~~2017 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. Certain amounts in the prior period financial statements 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 generally accepted accounting principles have been condensed or omitted. In addition, the Company had no items of other comprehensive income in the periods presented and accordingly has not reported comprehensive income. 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, ~~2015.~~2016. The results of operations for the three and six months ended June 30, ~~2016~~2017 are not necessarily indicative of the results to be expected for the full fiscal year.

Revenue Recognition

The Company’s educational programs typically are offered on a quarterly basis and such periods coincide with the Company’s quarterly financial reporting periods. ~~Approximately 95% of the Company’s revenues during~~During the six months ended June 30, ~~2016 consisted~~2017, most of the Company’s revenue came from the University, which derived approximately 96% of its revenues from tuition revenue, which is recognized in the quarter of instruction. Tuition revenue is assessed for collectibility on a student-by-student basis throughout the quarter of instruction, and is shown net of any refunds, withdrawals, corporate discounts, scholarships, and employee tuition discounts. This collectibility assessment considers available sources of funds for the student including ~~Federal Financial Student Aid programs.~~financial aid programs provided through Title IV of the Higher Education Act. The Company reassesses the collectibility of tuition revenue that it may earn based on new information and changes in the facts and circumstances relevant to a student’s ability to pay, including the timing of a student’s withdrawal from a program of study.

At the start of each academic term or program, a liability (deferred revenue) 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 deferred revenue. 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. Deferred revenue is 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. Revenues also include textbook-related income, certificate revenue, certain academic fees, licensing revenue, and other income, which are recognized when earned.

The Company’s refund policy typically permits students who complete less than half of a course to receive a partial refund of tuition for that course. Refunds reduce the tuition revenue that would have otherwise been recognized for that student. Since the University’s academic terms coincide with the Company’s financial reporting periods, nearly all refunds are processed and

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recorded within the same quarter as the corresponding revenue. The amount of tuition revenue refundable to students may vary based on the student’s state of residence. Unused books and related academic materials may be returned for a full refund within

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21 days of the start of class; however, purchases of electronic content are not refundable if downloaded. Revenues derived from fees are not eligible for a refund.

Graduation Fund

In the third quarter of 2013, the ~~Company~~University introduced the Graduation Fund, which allows new 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. New students registering in credit-bearing courses in any undergraduate program receive one free course for ~~the summer 2013 term (fiscal third quarter) and subsequent terms qualify for the Graduation Fund.~~every three courses that are successfully completed. Students must meet all of the University’s admission requirements, and must be enrolled in ~~an undergraduate~~a bachelor’s degree program. The Company’s employees and their dependents are not eligible for the 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 the University in the future. ~~In their final academic year, qualifying students will receive one free course for every three courses that were successfully completed.~~

Revenue from students participating in the Graduation Fund is recorded in accordance with the Revenue Recognition Topic, ASC 605-50. The Company defers the value of benefits 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 methodologies and 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 twelve months is ~~$14.7~~$17.6 million and is included in deferred revenue as a current liability in the unaudited condensed consolidated balance sheets.

The table below presents activity in the Graduation Fund for the six months ended June 30, ~~2015~~2016 and ~~2016~~2017 (in thousands):


	June 30,		June 30,		June 30,		June 30,
	2015		2016		2016		2017
Balance at beginning of period	$	9,706	$	20,937	$	20,937	$	29,499
Revenue deferred		7,753		12,063		10,128		11,982
Benefit redeemed		(1,845)		(7,741)		(5,806)		(7,719)
Balance at end of period	$	15,614	$	25,259	$	25,259	$	33,762

Restricted Cash

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 the University during the academic term. ~~There were no amounts payable for these obligations at~~The Company had approximately $13,000 and $15,000 as of December 31, 2016 and June 30, ~~2016 or December 31, 2015.~~2017, respectively, of these unpaid obligations, which are recorded as restricted cash and included in other current assets in the unaudited condensed consolidated balance sheets.

As part of commencing operations in Pennsylvania in 2003, the Company was required to maintain a “minimum protective endowment” of at least $0.5 million in an interest-bearing account. These funds are required 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.

Tuition Receivable and Allowance for Doubtful Accounts

The Company records tuition receivable and deferred revenue for its students upon the start of the academic term or ~~program.~~course of instruction. Therefore, at the end of the quarter (and academic term), tuition receivable generally represents amounts due from students for educational services already provided and deferred revenue generally represents advance payments from students for academic services to be provided in the future. Tuition receivables are not collateralized; however, credit risk is minimized as a result of the diverse nature of the University’s student base. An allowance for doubtful accounts is established primarily based upon historical collection rates by age of receivable, net of estimated recoveries. These collection rates incorporate historical performance based on a student’s current enrollment status and likelihood of future enrollment. The Company periodically assesses its methodologies for estimating bad debts in consideration of actual experience.

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The Company’s tuition receivable and allowance for doubtful accounts were as follows as of December 31, ~~2015~~2016 and June 30, ~~2016~~2017 (in thousands):


	December 31, 2015		June 30, 2016		December 31, 2016		June 30, 2017
Tuition receivable	$	28,543	$	29,034	$	30,733	$	32,102
Allowance for doubtful accounts		(10,024)		(9,981)		(10,201)		(11,760)
Tuition receivable, net	$	18,519	$	19,053	$	20,532	$	20,342

Approximately ~~$2.0~~$2.3 million and $2.6 million of tuition receivable is included in other assets as of ~~both~~ December 31, ~~2015~~2016 and June 30, ~~2016,~~2017, respectively, because these amounts are expected to be collected after 12 months.

The following table illustrates changes in the Company’s allowance for doubtful accounts for the three and six months ended June 30, ~~2015~~2016 and ~~2016~~2017 (in thousands):


	For the three months ended				For the six months ended				For the three months ended				For the six months ended
	June 30,				June 30,				June 30,				June 30,
	2015		2016		2015		2016		2016		2017		2016		2017
Allowance for doubtful accounts, beginning of period	$	8,688	$	10,226	$	8,835	$	10,024	$	10,226	$	10,820	$	10,024	$	10,201
Additions charged to expense		3,553		4,136		7,022		7,204		4,136		5,090		7,204		9,472
Write-offs, net of recoveries		(3,508)		(4,381)		(7,124)		(7,247)		(4,381)		(4,150)		(7,247)		(7,913)
Allowance for doubtful accounts, end of period	$	8,733	$	9,981	$	8,733	$	9,981	$	9,981	$	11,760	$	9,981	$	11,760

Fair Value

The Fair Value Measurement Topic, ASC 820-10 (“ASC 820-10”), establishes a framework for measuring fair value, establishes a fair value hierarchy based upon the observability of inputs used to measure fair value, and expands disclosures about fair value measurements. Assets and liabilities are classified in their entirety within the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Under ASC 820-10, fair value of an investment is the price that would be received to sell an asset or to transfer a liability to an entity in an orderly transaction between market participants at the measurement date. The hierarchy gives the highest priority to assets and liabilities with readily available quoted prices in an active market and lowest priority to unobservable inputs which require a higher degree of judgment when measuring fair value, as follows:

Level 1 assets or liabilities use quoted prices in active markets for identical assets or liabilities as of the measurement date;

Level 2 assets or liabilities use observable inputs, other than quoted market prices, that are either directly or indirectly observable in the marketplace for identical or similar assets and liabilities; and

Level 3 assets or liabilities use unobservable inputs that are supported by little or no market activity.

The Company’s assets and liabilities that are subject to fair value measurement are categorized in one of the three levels above. Fair values are based on the inputs available at the measurement dates, and may rely on certain assumptions that may affect the valuation of fair value for certain assets or liabilities.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the excess of the purchase price of an acquired business over the amount assigned to the assets acquired and liabilities assumed. Indefinite-lived intangible assets, which include trade names, are recorded at fair market value on their acquisition date. 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 during the ~~three-month period ending September 30,~~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. ~~Under Accounting Standards Update No. 2011-08,~~ ~~Intangibles-Goodwill and Other (Topic 350): Testing Goodwill for Impairment, the Company is permitted, but not required, to first assess qualitative factors to determine whether it is necessary to perform the more thorough quantitative goodwill impairment test.~~

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~~Accounting for Derivative Instruments and Hedging Activities~~

On the date that the Company enters into a derivative contract, it designates the derivative as a hedge of (a) a forecasted transaction or (b) the variability of cash flows that are to be received or paid in connection with a recognized asset or liability (a cash flow hedge). All derivatives are recognized in the balance sheet at their fair value.

Changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a cash flow hedge, to the extent that the hedge is effective, are recorded, net of income tax, in other comprehensive income, until earnings are affected by the variability of cash flows of the hedged transaction (e.g., until periodic settlements of a variable-rate asset or liability are recorded in earnings). Any hedge ineffectiveness (which represents the amount by which the changes in the fair value of the derivative exceed the variability in the cash flows of the forecasted transaction) is recorded in current-period earnings.

The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedge transactions. The Company also formally assesses (both at the hedge’s inception and on an ongoing basis) whether the derivatives that are used in hedging transactions have been highly effective in offsetting changes in the fair value or cash flows of hedged items and whether those derivatives may be expected to remain highly effective in future periods. When it is determined that a derivative is not (or has ceased to be) highly effective as a hedge, the Company discontinues hedge accounting prospectively.

Authorized Stock

The Company has authorized 20,000,000 shares of common stock, par value $.01, of which ~~11,027,177~~11,093,489 and ~~11,164,911~~11,167,425 shares were issued and outstanding as of December 31, ~~2015~~2016 and June 30, ~~2016,~~2017, respectively. The Company also has authorized 8,000,000 shares of preferred stock, none of which has been issued or outstanding since 2004. 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 May 2017, the Company’s Board of Directors declared a regular, quarterly cash dividend of $0.25 per share of common stock. The dividend was paid on June 19, 2017.

Stock-Based Compensation

As required by the Stock Compensation Topic, ASC 718, the Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors, including employee stock options, restricted stock, restricted stock units, and employee stock purchases related to the Company’s Employee Stock Purchase Plan, based on estimated fair values. Stock-based compensation expense recognized in the unaudited consolidated statements of income for each of the three and six months ended June 30, ~~2015~~2016 and ~~2016~~2017 is based on awards ultimately expected to vest and, therefore, has been adjusted for estimated forfeitures. The Company estimates forfeitures at the time of grant and revises the estimate, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The forfeiture rate used is based on historical experience. The Company also assesses the likelihood that performance criteria associated with performance-based awards will be met. If it is determined that it is more likely than not that performance criteria will not be achieved, the Company revises its estimate of the number of shares it believes will ultimately vest.

Effective January 1, 2017, the Company adopted ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 impacts several aspects of the accounting for share-based payment transactions, including classification of certain items on the consolidated statement of cash flows and accounting for income taxes. Specifically, ASU 2016-09 requires excess tax benefits and tax deficiencies to be recognized as income tax expense or benefit in earnings, which may introduce significant volatility to the Company’s provision for income taxes. Also, all tax-related cash flows resulting from share-based payments will now be reported as operating activities in the statement of cash flows. The Company has elected to apply this cash flow guidance prospectively and there was no impact to the prior period presentation. In addition, pursuant to ASU 2016-09 the Company has elected to continue to estimate forfeitures ratably over the life of awards. The adoption of ASU 2016-09 has not materially impacted the Company’s financial statements. See note 6 for additional information.

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. 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, and (3) the amount of tax benefits that would be recorded in additional paid-in capital when the stock awards become deductible for income tax purposes.~~Company. Stock options are not included in the computation of diluted earnings per share when the stock option exercise price of an individual grant exceeds the average market price for the period.

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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 six months ended June 30, ~~2015~~2016 and ~~2016~~2017 (in thousands):


	For the three months ended		For the six months ended		For the three months ended		For the six months ended
	June 30,		June 30,		June 30,		June 30,
	2015	2016	2015	2016	2016	2017	2016	2017
Weighted average shares outstanding used to compute basic earnings per share	10,587	10,610	10,583	10,603	10,610	10,680	10,603	10,655
Incremental shares issuable upon the assumed exercise of stock options	—	—	—	—	—	41	—	38
Unvested restricted stock	118	189	138	187
Unvested restricted stock and restricted stock units					189	469	187	462
Shares used to compute diluted earnings per share	10,705	10,799	10,721	10,790	10,799	11,190	10,790	11,155

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Income Taxes

The Company provides for deferred income taxes based on temporary differences between financial statement and income tax bases of assets and liabilities using enacted tax rates in effect in the year in which the differences are expected to reverse.

The Income Taxes Topic, ASC 740, requires the company to determine whether uncertain tax positions should be recognized within the Company’s financial statements. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. Uncertain tax positions are recognized when a tax position, based solely on its technical merits, is determined to be more likely than not to be sustained upon examination. Upon determination, uncertain tax positions are measured to determine the amount of benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. A tax position is derecognized if it no longer meets the more likely than not threshold of being sustained.

The tax years ~~2013-2015~~2014-2016 remain open for Federal tax examination and the tax years ~~2012-2015~~2013-2016 remain open to examination by state and local taxing jurisdictions in which the Company is subject.

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 included allowances for doubtful accounts, ~~the~~ useful lives of property and equipment, fair value of future contractual operating lease obligations, 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 interest rate swap arrangement,~~fair value of contingent consideration, and the provision for income taxes. Actual results could differ from those estimates.

Recent Accounting Pronouncements

In ~~November 2015,~~May 2014, the FASB issued ASU No. ~~2015-17,~~2014-09, ~~Balance Sheet Classification of Deferred Taxes~~Revenue from Contracts with Customers (Topic 606) (“ASU ~~2015-17”~~2014-09”). The standard establishes a new ~~guidance~~recognition model that requires ~~that deferred tax liabilities and assets~~revenue to be ~~classified as noncurrent~~recognized in a ~~classified statement~~manner to depict the transfer of ~~financial position.~~goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. In August 2015, the FASB deferred the effective date of ASU 2014-09 to fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2016. Accordingly, the new revenue recognition standard is effective for the Company on January 1, 2018 using either a full retrospective or a modified retrospective approach. During 2016, the FASB issued additional ASUs amending certain aspects of ASU 2014-09. The Company ~~adopted ASU 2015-17 effective January 1, 2016~~is currently evaluating the impact that this standard will have on the Company’s consolidated financial statements and ~~reclassified approximately $6.4 million~~which transition approach to use. This assessment includes performing a detailed review of ~~its deferred tax asset from~~each of the Company’s revenue streams, comparing current ~~to non-current assets in the condensed consolidated balance sheet as of December 31, 2015, to conform~~accounting policies and practices to the ~~current period presentation.~~new standard, and determining the appropriate changes to business processes and controls.

In February 2016, the FASB issued ~~ASU~~Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The new guidance requires the recognition of right-of-use assets and lease liabilities on the balance sheet for most leases. Under current guidance, operating leases are off-balance sheet. ASU 2016-02 also requires more extensive quantitative and qualitative disclosures about leasing arrangements. ASU 2016-02 applies to fiscal periods beginning after December 15, 2018, using the modified retrospective method, with early adoption permitted. The Company anticipates that the impact of ASU 2016-02 on its consolidated balance sheet will be material as the Company will record significant asset and liability balances in connection with its leased properties.

In ~~March~~June 2016, the FASB issued ASU No. ~~2016-09,~~2016-13, ~~Compensation – Stock Compensation (Topic 718): Improvements~~Financial Instruments - Credit Losses, which applies to ~~Employee Share-Based Payment Accounting~~ASC Topic 326, ~~(“ASU 2016-09”)~~Measurement of Credit Losses on Financial Instruments. ~~ASU 2016-09 impacts several aspects of~~The new guidance revises the accounting requirements related to the measurement of credit losses and will require organizations to measure all expected credit losses for ~~share-based payment transactions, including classification of certain items~~financial assets based on historical experience, current conditions and reasonable and supportable forecasts about collectibility. Assets must be presented in the ~~consolidated statement of cash flows and accounting for income taxes. Specifically, ASU 2016-09 requires excess tax benefits and tax deficiencies~~financial statements at the net amount expected to be ~~recognized as~~ collected. The guidance will be effective for the Company's annual and interim reporting periods beginning January 1, 2020, with early adoption permitted. The Company is evaluating the impact this standard will have on its financial condition, results of operations, and disclosures.

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~~income tax expense or benefit~~

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows: Restricted Cash (Topic 230) (“ASU 2016-18”). Under ASU 2016-18, an entity should include in ~~earnings, which could introduce significant volatility~~its cash and cash-equivalent balances in the statement of cash flows those amounts that are deemed to the Company’s provision for income taxes. In addition, ASU 2016-09 allows companies to recognize the impact of stock award forfeitures at the time of forfeiture, rather than as an estimate ratably over the life of awards. ASU 2016-09 isbe restricted cash and restricted cash equivalents. The standard will be effective for fiscal years beginning after December 15, ~~2016, with early~~2017, including interim periods within those fiscal years, and the Company does not expect adoption ~~permitted. The transition method varies for each of the areas in ASU 2016-09. The Company is currently evaluating the impact~~ of ASU ~~2016-09~~2016-18 to have a material impact on its ~~Consolidated Financial Statements and has not yet selected a transition date.~~consolidated financial statements.

In ~~May 2014,~~January 2017, the FASB issued ASU No. ~~2014-09,~~2017-04, ~~Revenue from Contracts with Customers (Topic 606)~~ ~~(“ASU 2014-09”). The standard establishes a new recognition model that requires revenue to be recognized in a manner to depict~~Intangibles - Goodwill and Other: Simplifying the ~~transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange~~Test for ~~those goods or services. In August 2015, the FASB issued ASU No. 2015-14,~~ ~~Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date~~Goodwill Impairment, which ~~defers~~simplifies the ~~effective date~~subsequent measurement of ~~ASU 2014-09 by one year to fiscal years, and~~goodwill. The amendments in this update should be adopted on a prospective basis for the annual or any interim ~~periods within those years,~~goodwill impairment tests beginning after December 15, ~~2017. Early~~2019, though early adoption is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2016. Accordingly, the new revenue recognition standard is effective for the Company on January 1, 2018 using either a full retrospective or a modified retrospective approach.permitted. The Company is ~~currently~~ evaluating ~~which transition approach to use and~~ the impact ~~that the new revenue recognition~~this standard will have on ~~our Consolidated Financial Statements.~~

~~There have been three new ASUs issued amending certain aspects~~its financial condition, results of ~~ASU 2014-09. ASU No. 2016-08~~ ~~Principal versus Agent Considerations (Reporting Revenue Gross Versus Net), was issued in March, 2016 to clarify certain aspects of the principal versus agent guidance in ASU 2014-09. In addition, ASU No. 2016-10,~~ ~~Identifying Performance Obligations~~operations, and ~~Licensing, issued in April 2016, amends other sections of ASU 2014-09 including clarifying guidance related to identifying performance obligations and licensing implementation. ASU No. 2016-12,~~ ~~Revenue from Contracts with Customers – Narrow Scope Improvements and Practical Expedients,~~ was issued in May 2016 and provides amendments and practical expedients to the guidance in ASU 2014-09 in the areas of assessing collectability, presentation of sales taxes received from customers, noncash consideration, contract modification and clarification of using the full retrospective approach to adopt ASU 2014-09. With its evaluation of the impact of ASU 2014-09, the Company will also consider the impact related to the updated guidance provided by these three new ASUs.disclosures.

Other ASUs issued by the FASB but not yet effective are not expected to have a material effect on the Company’s ~~Consolidated Financial Statements.~~consolidated financial statements.

3. Acquisition of New York Code and Design Academy

On January 13, 2016, the Company acquired all of the outstanding stock of New York Code and Design Academy, Inc. (“NYCDA”), a provider of ~~non-degree information technology curriculum~~web and application software development primarily based in the New York City area (the “Acquisition”). The Acquisition supports the Company’s strategy to complement its traditional degree offerings with a broader platform of educational services. The Company incurred transaction costs of approximately $0.2 million, ~~and these costs are~~which were included in general and administrative costs in the unaudited consolidated statements of ~~income.~~income in the period those costs were incurred. The ~~acquisition~~Acquisition is accounted for as a business combination.

The purchase price ~~includes~~included $2.4 million paid up front in cash, plus contingent cash payments of (a) up to $12.5 million payable based on NYCDA’s results of operations over a five-year period (the “Earnout”), and (b) ~~$5.0~~$5.5 million payable based on NYCDA’s receipt of a state regulatory ~~permit, and (c) $0.5 million payable based on NYCDA’s receipt of another state regulatory permit.~~permits. Pursuant to the Acquisition, $1.0 million of the Earnout may be accelerated upon receipt of one of the state regulatory permits. The Company recorded total contingent consideration of $14.5 million at the time of acquisition. In April 2016 and August 2016, NYCDA received ~~one of~~ the state regulatory permits and the Company paid $6.0 and $0.5 million of contingent consideration to the ~~sellers.~~sellers, respectively.

In addition, the Company paid a total of $4.6 million to two of NYCDA’s founders who are required to remain employed for at least three years from the acquisition date. If either of them terminates employment voluntarily, or is terminated for cause (as defined), he is required to reimburse the Company his respective portion of the retention amount. This amount is classified as prepaid compensation and is amortized to compensation expense over three years.

Total potential cash payments for the ~~acquisition~~Acquisition, including the contingent cash payments and ~~the Earnout~~prepaid compensation, could ~~aggregate to~~total $25.0 million.

The Company determined the preliminary fair values of the assets acquired and liabilities assumed at the date of the Acquisition. The allocation of the purchase price is based on preliminary estimates and assumptions, and is subject to revision based on final analyses that support the underlying estimates, which will be completed within the measurement period of up to 12 months from

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the date of the Acquisition. Accordingly, the allocation is subject to change and the impact of such changes could be material. During the second quarter of 2016, there was a measurement period adjustment to goodwill and deferred tax liabilities of $0.2 million.

The allocation of the purchase price ~~including the measurement period adjustment record in the second quarter of 2016,~~ is as ~~follows:~~

follows (in thousands):


		Purchase
		Price
		Allocation	Useful Life
Cash	$	790
Other assets		1,265
Intangibles:
Trade name		5,660	Indefinite
Goodwill		~~13,993~~13,944
Liabilities assumed		~~(4,783)~~(4,734)
Total assets acquired and liabilities assumed, net		16,925
Less: contingent consideration		(14,500)
Less: cash acquired		(790)
Cash paid for acquisition, net of cash acquired	$	1,635

The fair value of the contingent consideration was measured by applying a probability weighted discounted cash flow model based on significant inputs not observable in the market (Level 3 inputs). Key assumptions include a discount rate of 4.5% and expected future value of payments of $12.5 ~~million, based on management’s assessment that NYCDA will achieve~~million. Following its initial recognition, the Company assesses the carrying value of the contingent consideration to the fair value of the remaining payments. Fair value is then adjusted as necessary to reflect revisions to the business plan, expectations relative to achieving the performance targets ~~after~~over the ~~five-year measurement period.~~ earnout period, and the impact of the discount rate. During the three months ended June 30, 2017 the Company decreased the fair value by $2.3 million. No adjustment was recorded in the three and six months ended June 30, 2016. The fair value of the Earnout at June 30, 2017 is $5.5 million, and the maximum possible amount that could be paid is $11.5 million.

The fair value of assets acquired and liabilities assumed was determined based on assumptions that reasonable market participants would use while employing the concept of highest and best use of the respective items. The following assumptions were used, the majority of which include significant unobservable inputs (Level 3), and valuation methodologies to determine fair value:

Intangibles – Income approaches were used to value the substantial majority of the acquired intangibles. The trade name was valued using the ~~relief from-royalty~~relief-from-royalty method, which represents the benefit of owning these intangible assets rather than paying royalties for their use.

Other assets and liabilities – The carrying value of all other assets and liabilities approximated fair value at the time of acquisition.

4. Restructuring and Related Charges

In October 2013, the Company implemented a restructuring to better align the Company’s resources with student enrollments at the time. This restructuring included the closing of 20 physical locations and reductions in the number of campus-based and corporate employees. A liability for lease obligations, some of which continue through 2022, was recorded and is measured at fair value using a discounted cash flow approach encompassing significant unobservable inputs (Level 3). The estimation of future cash flows includes non-cancelable contractual lease costs over the remaining terms of the leases discounted at the Company’s marginal borrowing rate of 4.5%, partially offset by estimated future sublease rental income discounted at credit-adjusted rates. The Company’s estimates, which involve significant judgment, also consider the amount and timing of sublease rental income based on subleases that have been executed and subleases expected to be executed based on current commercial real estate market data and conditions, and other qualitative factors specific to the facilities. The estimates are subject to adjustment as market conditions change or as new information becomes available, including the execution of additional sublease agreements.

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The following details the changes in the Company’s restructuring liability for lease and related costs during the six months ended June 30, ~~2015~~2016 and ~~2016~~2017 (in thousands):


	June 30,		June 30,		June 30,		June 30,
	2015		2016		2016		2017
Balance at beginning of period(1)	$	27,283	$	20,055	$	20,055	$	11,985
Adjustments(2)		435		(1,558)		(1,558)		388
Payments		(3,451)		(3,212)		(3,212)		(2,091)
Balance at end of period(1)	$	24,267	$	15,285	$	15,285	$	10,282

⁽¹⁾

The current portion of restructuring liabilities was ~~$4.8~~$4.2 million and ~~$5.3~~$3.6 million as of December 31, ~~2015~~2016 and June 30, ~~2016,~~2017, respectively, which are included in accounts payable and accrued expenses. The long-term portion is included in other long-term liabilities.

⁽²⁾

Adjustments include accretion of interest on lease costs, partially offset by changes in the timing and expected income from sublease ~~agreements.~~ agreements.

5. Fair Value Measurement

Assets and liabilities measured at fair value on a recurring basis consist of the following as of June 30, ~~2016~~2017 (in thousands):


			Fair Value Measurements at Reporting Date Using								Fair Value Measurements at Reporting Date Using
			Quoted Prices in		Significant						Quoted Prices in		Significant
			Active Markets		Other		Significant				Active Markets		Other		Significant
			for Identical		Observable		Unobservable				for Identical		Observable		Unobservable
	June 30,		Assets/Liabilities		Inputs		Inputs		June 30,		Assets/Liabilities		Inputs		Inputs
	2016		(Level 1)		(Level 2)		(Level 3)		2017		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds	$	100	$	100	$	—	$	—	$	5,135	$	5,135	$	—	$	—

Liabilities:
Deferred payments	$	12,590	$	—	$	—	$	12,590	$	9,970	$	—	$	—	$	9,970

Assets and liabilities measured at fair value on a recurring basis consist of the following as of December 31, ~~2015~~2016 (in thousands):


			Fair Value Measurements at Reporting Date Using								Fair Value Measurements at Reporting Date Using
			Quoted Prices in		Significant						Quoted Prices in		Significant
			Active Markets		Other		Significant				Active Markets		Other		Significant
			for Identical		Observable		Unobservable				for Identical		Observable		Unobservable
	December 31,		Assets/Liabilities		Inputs		Inputs		December 31,		Assets/Liabilities		Inputs		Inputs
	2015		(Level 1)		(Level 2)		(Level 3)		2016		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds	$	100	$	100	$	—	$	—	$	5,103	$	5,103	$	—	$	—

Liabilities:
Deferred payments	$	3,278	$	—	$	—	$	3,278	$	11,741	$	—	$	—	$	11,741

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

Money market funds – Classified in Level 1 is excess cash the Company holds in both taxable and tax-exempt money market funds and 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 in stockholders' equity. The Company's cash and cash equivalents held at December 31, ~~2015~~2016 and June 30, ~~2016,~~2017 approximate fair value and are not disclosed in the above tables because of the short-term nature of the financial instruments.

Deferred payments – The Company acquired certain assets and entered into deferred payment arrangements with the sellers in transactions that occurred in 2011 and ~~January 2016, which~~2016. The deferred payments are classified within Level 3 as there is no liquid market for similarly priced ~~instruments. The deferred payments~~instruments and are valued using ~~a discounted cash flow model~~models that ~~encompasses~~encompass significant unobservable inputs to estimate the operating results of the acquired assets. The assumptions used to

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prepare the discounted cash flows include estimates for interest rates, enrollment growth, retention rates, obtaining regulatory approvals for expansion into

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new markets, and pricing strategies. These assumptions are subject to change as the underlying data sources evolve and the programs mature. The short-term portion of deferred payments was ~~$1.4~~$1.3 million as of June 30, ~~2016~~2017 and is included in accounts payable and accrued expense.

The Company’s lease loss liability incorporates an assessment of current sublease market conditions and uses Level 3 inputs, but is not deemed a fair value liability as the future lease payments are required to be discounted using the Company’s incremental borrowing rate at the date of lease abandonment without subsequent adjustment. See Note 4 for further discussion of the Company’s lease loss liability.

The Company did not change its valuation techniques associated with recurring fair value measurements from prior periods, and no assets or liabilities were transferred between levels of the fair value hierarchy during the six months ended June 30, ~~2015~~2016 or ~~2016.~~2017.

Changes in the fair value of the Company’s Level 3 deferred payment liabilities during the six months ended June 30, 2016 and 2017 are as follows (in thousands):


	~~Deferred~~
	~~Payments~~
~~Balance at December 31, 2015~~	$	~~3,278~~
~~Amounts earned~~		~~(468)~~
~~Contingent consideration in connection with NYCDA acquisition~~		~~8,500~~
~~Adjustments to fair value~~		~~1,280~~
~~Balance at June 30, 2016~~	$	~~12,590~~



	June 30, 2016		June 30, 2017
Balance at beginning of period	$	3,278	$	11,741
Amounts paid		(468)		(511)
Contingent consideration in connection with NYCDA acquisition		8,500		—
Other adjustments to fair value		1,280		(1,260)
Balance at end of period	$	12,590	$	9,970

6. ~~Long Term Debt~~

On July 2, 2015, the Company entered into an amended credit facility (the “Amended Credit Facility”) which provides for a revolving line of credit (the “Revolver”) up to $150 million and provides the Company with an option, under certain conditions, to increase the commitments under the Revolver or establish one or more incremental term loans in an amount up to $50 million in the aggregate in the future. The maturity date of the Amended Credit Facility is July 2, 2020. The Amended Credit Facility replaced the Company’s prior credit agreement (the “Prior Credit Agreement”), dated November 8, 2012, which had provided for both a term loan and revolving line of credit and an original maturity date of December 31, 2016. All amounts outstanding under the Prior Credit Agreement were repaid upon execution of the Amended Credit Facility. The Company paid approximately $0.9 million in debt financing costs associated with the Amended Credit Facility.

Borrowings under the Revolver will bear interest at a per annum rate equal to, at the Company’s election, LIBOR or a base rate, plus a margin ranging from 1.75% to 2.25% depending on the Company’s leverage ratio. The Company also is subject to a quarterly unused commitment fee ranging from 0.25% to 0.35% per annum, depending on the Company’s leverage ratio, times the daily unused amount under the Revolver.

All other remaining terms of the Prior Credit Agreement remain in full force and effect. The Amended Credit Facility is guaranteed by the University and is secured by substantially all of the personal property and assets of the Company and its subsidiaries. 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, as with the Prior Credit Agreement, the Amended Credit Facility requires that the Company satisfy certain financial maintenance covenants, including:

A leverage ratio of not greater than 2 to 1. Leverage ratio is defined as the ratio of total debt to trailing four-quarter EBITDA (earnings before interest, taxes, depreciation, amortization and non-cash charges such as stock-based compensation).

~~A coverage ratio of not less than 1.75 to 1. Coverage ratio is defined as the ratio of trailing four-quarter EBITDA and rent expense to trailing four-quarter interest and rent expense.~~

~~A Department of Education Financial Responsibility Composite Score of not less than 1.5.~~

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~~The Company was in compliance with all the terms of the Amended Credit Facility as of June 30, 2016.~~

During both the three and six months ended June 30, 2016, the Company paid cash interest of $0.1 million, compared to $1.1 million during both the three and six months ended June 30, 2015. The Company had no balance outstanding under the Revolver as of June 30, 2016.

7. Stock Options, Restricted Stock and Restricted Stock Units

On May 5, 2015, the Company’s shareholders approved the Strayer Education, Inc. 2015 Equity Compensation Plan (the “2015 Plan”), which provides for the granting of restricted stock, restricted stock units, stock options intended to qualify as incentive stock options, options that do not qualify as incentive stock options, and other forms of equity compensation and performance-based awards to employees, officers and directors of the Company, or to a consultant or advisor to the Company, at the discretion of the Board of Directors. Vesting provisions are at the discretion of the Board of Directors. Options may be granted at option prices based at or above the fair market value of the shares at the date of grant. The maximum term of the awards granted under the 2015 Plan is ten years. The number of shares of common stock reserved for issuance under the 2015 Plan is 500,000 authorized but unissued shares, plus the number of shares available for grant under the Company’s previously existing equity compensation plans at the time of stockholder approval of the 2015 Plan, and plus the number of shares which may in the future become available under any previously existing equity compensation plan due to forfeitures of outstanding awards.

In February ~~2016,~~2017, the Company’s Board of Directors approved grants of ~~176,802~~67,599 shares of restricted stock ~~and restricted stock units~~ to certain employees. These shares, which vest over a ~~two to four year~~four-year period, were granted pursuant to the 2015 Plan. The Company’s stock price closed at ~~$50.67~~$81.66 on the date of these ~~restricted stock~~ grants.

In May ~~2016,~~2017, the Company’s Board of Directors approved grants of ~~11,365~~7,541 shares of restricted stock. These shares, which vest annually over a three-year period, were awarded to non-employee members of the Company’s Board of Directors, as part of the Company’s annual director compensation program and the 2015 Plan. The Company’s stock price closed at ~~$49.27~~$86.83 on the date of these ~~restricted stock~~ grants.

Dividends paid on unvested restricted stock are reimbursed to the Company if the recipient forfeits his or her shares as a result of termination of employment prior to vesting in the award, unless waived by the Board of Directors.

Restricted Stock and Restricted Stock Units

The table below sets forth the restricted stock and restricted stock units activity for the six months ended June 30, ~~2016:~~2017:


	Number of shares or units	Weighted- average Grant price		Number of shares or units	Weighted- average Grant price
Balance, December 31, 2015	634,327	$	104.66
Balance, December 31, 2016				727,100	$	97.53
Grants	188,167		50.59	75,140		82.18
Vested shares	(23,539)		50.43	(84,718)		66.60
Forfeitures	(433)		115.55	(1,204)		62.28
Balance, June 30, 2016	798,522	$	94.36
Balance, June 30, 2017				716,318	$	99.64

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Stock Options

The table below sets forth the stock option activity and other stock option information as of and for the six months ended June 30, ~~2016:~~2017:


				Weighted-						Weighted-
				average						average
		Weighted-		remaining	Aggregate			Weighted-		remaining	Aggregate
	Number of	average		contractual	intrinsic value(1)		Number of	average		contractual	intrinsic value(1)
	shares	exercise price		life (years)	(in thousands)		shares	exercise price		life (years)	(in thousands)
Balance, December 31, 2015	100,000	$	51.95	5.1	$	817
Balance, December 31, 2016							100,000	$	51.95	4.1	$	2,868
Grants	—		—				—		—
Exercises	—		—				—		—
Forfeitures/Expirations	—		—				—		—
Balance, June 30, 2016	100,000	$	51.95	4.6	$	—
Exercisable, June 30, 2016	100,000	$	51.95	4.6	$	—
Balance, June 30, 2017							100,000	$	51.95	3.6	$	4,127
Exercisable, June 30, 2017							100,000	$	51.95	3.6	$	4,127

⁽¹⁾

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the respective trading day and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holder had all options been exercised on the respective trading day. The amount of intrinsic value will change based on the fair market value of the Company’s common stock.

Valuation and Expense Information under Stock Compensation Topic ASC 718

At June 30, ~~2016,~~2017, total stock-based compensation cost which has not yet been recognized was ~~$27.1~~$20.9 million for unvested restricted stock, restricted stock units, and stock option awards. This cost is expected to be recognized over the next 3126 months on a weighted-average basis. Awards of approximately ~~606,000~~561,000 shares of restricted stock and restricted stock units are subject to performance conditions. The accrual for stock-based compensation for performance awards is based on the Company’s estimates that such performance criteria are probable of being achieved over the respective vesting periods. Such a determination involves ~~significant~~ judgment surrounding the Company’s ability to maintain regulatory compliance. If the performance targets are not reached during the respective vesting period, or it is determined it is more likely than not that the performance criteria will not be achieved, related compensation expense is adjusted.

The following table sets forth the amount of stock-based compensation expense recorded in each of the expense line items for the three and six months ended June 30, ~~2015~~2016 and ~~2016~~2017 (in thousands):


	For the three months ended				For the six months ended				For the three months ended				For the six months ended
	June 30,				June 30,				June 30,				June 30,
	2015		2016		2015		2016		2016		2017		2016		2017
Instruction and educational support	$	546	$	(438)	$	914	$	155	$	(438)	$	645	$	155	$	814
Marketing		—		—		—		—		—		—		—		—
Admissions advisory		—		—		—		—		—		—		—		—
General and administration		1,926		2,474		4,009		4,771		2,474		2,583		4,771		4,840
Stock-based compensation expense included in operating expense		2,472		2,036		4,923		4,926		2,036		3,228		4,926		5,654
Tax benefit		986		802		1,942		1,900		802		1,275		1,900		2,233
Stock-based compensation expense, net of tax	$	1,486	$	1,234	$	2,981	$	3,026	$	1,234	$	1,953	$	3,026	$	3,421

During the six months ended June 30, ~~2015 and~~ 2016, the Company recognized a tax shortfall related to share-based payment arrangements of approximately ~~$25,000 and~~ $50,000, ~~respectively.~~which was recorded as an adjustment to additional paid-in capital. During the six months ended June 30, 2017, the Company recognized a tax windfall related to share-based payment arrangements of approximately $0.6 million, which was recorded as an adjustment to the provision for income taxes following the adoption of ASU 2016-09. No stock options were exercised during the six months ended June 30, ~~2015~~2016 or ~~2016.~~2017.

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7. Other Long-Term Liabilities

Other long-term liabilities consist of the following (in thousands):


	December 31, 2015		June 30, 2016		December 31, 2016		June 30, 2017
Deferred revenue, net of current portion					$	17,981	$	19,011
Deferred payments related to acquisitions	$	6,078	$	14,415		13,754		11,915
Deferred revenue, net of current portion		14,429		13,827
Deferred rent and other facility costs						8,251		7,728
Loss on facilities not in use		15,229		9,999		7,813		6,703
Deferred rent and other facility costs		8,993		8,936
Lease incentives		3,125		2,896		2,684		2,621
Deferred gain on sale of campus building		133		—
	$	47,987	$	50,073
Other long-term liabilities					$	50,483	$	47,978

Deferred Revenue

The Company provides for certain scholarship and awards programs, such as the Graduation Fund (see Note 2 for additional information), that can be redeemed in the future by students after meeting certain eligibility requirements. The Company also has licensed certain of its non-credit bearing course content to a third party. Long-term deferred revenue represents the amount of revenue under these arrangements that the Company expects will be realized after one year.

Deferred Payments Related to Acquisitions

In the first quarter of 2016, the Company acquired NYCDA and entered into deferred payment arrangements with the sellers in connection with this transaction. In April and August 2016, NYCDA received state regulatory permits and the Company subsequently paid $6.0 million and $0.5 million of deferred payments to the sellers, respectively. The remaining deferred payment arrangements of up to $11.5 million are valued at approximately ~~$8.5~~$5.5 million as of June 30, ~~2016. In April 2016, NYCDA achieved a performance target and the Company subsequently paid $6.0 million of deferred payments to the sellers.~~2017. See Note 3 for further information on the NYCDA deferred payments. Total potential cash payments for the Acquisition, including the Earnout, could total $25.0 million.

In 2011, the Company acquired certain assets and entered into deferred payment arrangements with the sellers in connection with that acquisition. The deferred payment arrangements are valued at approximately ~~$3.3~~$3.4 million and ~~$3.1~~$3.7 million as of December 31, ~~2015~~2016 and June 30, ~~2016,~~2017, respectively. In addition, one of the sellers contributed $2.8 million to the Company representing the seller’s continuing interest in the assets acquired.

Deferred ~~Revenue~~

~~The Company provides for certain scholarship~~Rent and awards programs, such as the Graduation Fund (see Note 2 for additional information), that are earned by students when they successfully complete course requirements. The Company also has licensed certain of its non-credit bearing course content to a third party. Included in long-term deferred revenue is the amount of revenue under these arrangements that the Company expects will be realized after one year.

Other Facility Costs and Loss on Facilities Not in Use ~~and Deferred Rent and Other Facility Costs~~

The Company records a liability for lease costs of campuses and non-campus facilities that are not currently in use (see Note 3)4). For facilities still in use, the Company records rent expense on a straight-line basis over the initial term of a lease. The difference between the rent payment and the straight-line rent expense is recorded as a liability.

Lease Incentives

In conjunction with the opening of new campuses or renovating existing ones, the Company, in some instances, was reimbursed by the lessors for improvements made to the leased properties. In accordance with ASC 840-20, the underlying assets were capitalized as leasehold improvements and a liability was established for the reimbursements. The leasehold improvements and the liability are amortized on a straight-line basis over the corresponding lease terms, which generally range from five to 10ten years.

~~Deferred Gain on Sale of Campus Building~~

In June 2007, the Company sold one of its campus buildings for $5.8 million. The Company is leasing back most of the campus building over a 10-year period. In conjunction with this sale and lease back transaction, the Company realized a gain of $2.8 million before tax, which is deferred and recognized over the 10-year lease term.

98. Income Taxes

The Company had ~~$0.1~~$0.3 million of unrecognized tax benefits at June 30, ~~2016, all of which resulted~~2017, resulting from tax positions taken ~~prior to~~during the ~~year~~six months ended ~~December 31, 2015. The~~June 30, 2017. In addition, the Company recognized approximately $0.3 million of benefits in each of the six months ended June 30, ~~2016.~~2016 and 2017 related to tax positions taken during the year ended December 31, 2013. The Company ~~also recorded approximately $0.1 million of~~did not incur expense for interest and penalties in the six months ended June 30, ~~2016, related to~~2017, and recorded approximately $0.1 million of expense for interest and ~~penalties.~~penalties in the six months ended June 30, 2016.

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~~It is reasonably possible that approximately $0.1 million of~~The Company does not expect its unrecognized tax benefits will be ~~reduced in the next twelve months due to expiration of the applicable statutes of limitations, which would favorably affect the Company’s effective tax rate if recognized.~~realized. If amounts accrued are ~~less~~different than amounts ultimately assessed by taxing authorities, the Company would record ~~additional~~an adjustment to income tax expense. The Company does not anticipate significant changes to other unrecognized tax benefits.

The Company paid ~~$13.6~~$18.2 million and ~~$18.2~~$16.2 million in income taxes during the six months ended June 30, ~~2015~~2016 and ~~2016,~~2017, respectively.

~~10.~~9. Litigation

From time to time, the Company is involved in litigation and other legal proceedings arising out of the ordinary course of its business. There are no pending material legal proceedings to which the Company is subject or ~~its~~to which the Company’s property ~~are~~is subject.

~~11.~~10. Regulation

The Company, the University, and NYCDA are subject to significant state ~~and~~ regulatory oversight, as well as federal regulatory oversight in the case of the Company and the University.

Gainful Employment

~~The Department~~Under the Higher Education Act, a proprietary institution offering programs of ~~Education (the “Department”) previously attempted to define “an eligible program of training to~~study other than a baccalaureate degree in liberal arts (for which there is a limited statutory exception) must prepare students for gainful employment in a recognized occupation.” After a federal court invalidated the Department’s regulation, the Department established a negotiated rulemaking committee to consider the issue of gainful employment. The negotiations did not result in consensus. On ~~March 25, 2014, the Department issued a Notice of Proposed Rulemaking for public comment, and on~~ October 31, 2014, the Department of Education (the “Department”) published ~~the~~ final ~~regulation which became effective~~regulations related to gainful employment. The regulations went into effect on July 1, ~~2015.~~2015, with the exception of new disclosure requirements that were originally scheduled to go into effect January 1, 2017, but which have now been delayed, to some extent, until July 1, 2018. Additionally, the Department announced, on June 16, 2017, its intention to conduct negotiated rulemaking proceedings to revise the gainful employment regulations.

The ~~new requirements, which are applicable to the University but not NYCDA,~~gainful employment regulations include two debt-to-earnings measures, consisting of an annual ~~earnings~~income rate and a discretionary income rate. The annual income rate measures student debt in relation to earnings ~~rate is calculated by comparing (1)~~and the annual loan payment required on the median student loan debt incurred by students receiving Title IV funds who completed a particular program and (2) the higher of the mean or median of those graduates’ annual earnings two to four years after graduation. The discretionary income rate ~~is calculated by comparing (1)~~measures student debt in relation to discretionary income. A program passes if the annual loan payment required on the median student loan debt incurred by students receiving Title IV funds who completed a particular program and (2) the higher of the mean or median annual earnings of those graduates two to four years after graduation, less 1.5 times the government issued Poverty Guideline. Under the new gainful employment regulation, a program would pass if: program’s graduates:

~~the~~have an annual ~~loan payment required on the median student loan debt is less than~~ income rate that does not exceed 8%; or ~~equal to 8% of the higher of the mean or median annual earnings of graduates in the relevant period; or~~

~~the annual loan payment required on the median student loan debt is less than or equal to 20% of the~~have a discretionary income ~~of graduates in the relevant period.~~rate that does not exceed 20%.

In addition, a program that does not pass either of the debt-to-earnings metrics, and that has an annual ~~earnings~~income rate between 8% and 12%, or a discretionary income rate between 20% and 30%, ~~would be~~is considered to be in a warning zone. A program ~~would fail~~fails if the program’s graduates have an annual ~~earnings~~income rate of 12% or greater and a discretionary income rate of 30% or greater. A program would become Title IV-ineligible for three years if it fails both metrics for two out of three consecutive years, or fails to pass at least one metric for four consecutive award years. The regulations provide a means by which an institution may challenge the Department’s calculation of any of the debt metrics prior to loss of Title IV eligibility. On January 8, 2017, Strayer received its final 2015 debt-to-earnings measures. None of Strayer’s programs failed the debt-to-earnings metrics. Two active programs, the Associate in Arts in Accounting and Associate in Arts in Business Administration, are “in the zone,” which means each program remains fully eligible unless (1) either program has a combination of zone and failing designations for four consecutive years, in which case it would become Title IV-ineligible in the fifth year; or (2) either program fails the metrics for two out of three consecutive years, in which case the program could become ineligible for the following award year.

If an institution is notified by the Secretary of Education that a program could become ineligible, based on its final rates, for the next award year:

The institution must provide a warning with respect to the program to students and prospective students indicating, among other things, that students may not be able to use Title IV funds to attend or continue in the program; and

The institution must not enroll, register or enter into a financial commitment with a prospective student until a specified time after providing the warning to the prospective student.

~~The new regulation also requires institutions to report student and program level data to the Department, and comply with additional disclosure requirements beginning in January 2017.~~

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The new regulations also require institutions annually to report student-and program-level data to the Department, and comply with additional disclosure requirements. Final regulations adopted by the Department, which generally became effective on July 1, 2011, require an institution to use a template designed by the Department to disclose to prospective students, with respect to each gainful employment program, occupations that the program prepares students to enter, total cost of the program, on-time graduation rate, job placement rate, if applicable, and the median loan debt of program completers for the most recently completed award year. The regulations that became effective July 1, 2015 expanded upon those existing disclosure requirements, and institutions were expected to update their disclosure templates to comply by January 1, 2017. However, the Department delayed the requirements until April 3, 2017 and then until July 1, 2017. On June 30, 2017, the Department further delayed, until July 1, 2018, the requirements that an institution include the disclosure template, or a link thereto, in its gainful employment program promotional materials and directly distribute the disclosure templates to prospective students. The Department did not change the July 1, 2017 effective date for the requirement to provide an updated disclosure template, or a link thereto, on gainful employment program web pages. The University is in compliance with that requirement.

In addition, the gainful employment ~~regulation required~~regulations require institutions to certify, ~~by December 31, 2015,~~ among other things, that each eligible gainful employment program is programmatically accredited if required by a federal governmental entity or a state governmental entity ~~in the~~of a state in which it is located or is otherwise required to obtain state ~~approval, and~~approval. Institutions also must certify that each eligible program satisfies the applicable educational prerequisites for professional licensure or certification requirements in each state in which it is located or is otherwise required to obtain state approval, so that a student who completes the program and seeks employment in that state qualifies to take any licensure or certification exam that is needed for the student to practice or find employment in an occupation that the program prepares students to enter. The ~~Company~~University has timely made the required certification.

Under the gainful employment regulations, an institution may establish a new program’s Title IV eligibility by updating the list of the institution’s programs maintained by the Department. However, an institution may not update its list of eligible programs to include a failing or zone program that the institution voluntarily discontinued or that became ineligible, or a gainful employment program that is substantially similar to such a program, until three years after the loss of eligibility or discontinuance.

The requirements associated with the gainful employment regulations may substantially increase the Company’s administrative burdens and could affect the University’s program offerings, student enrollment, persistence, and retention. Further, although the regulations provide opportunities for an institution to correct any potential deficiencies in a program prior to the loss of Title IV eligibility, the continuing eligibility of the University’s academic programs will be affected by factors beyond management’s control such as changes in the University’s graduates’ income levels, changes in student borrowing levels, increases in interest rates, changes in the percentage of former students who are current in the repayment of their student loans, and various other factors. Even if the ~~Company~~University were able to correct any deficiency in the gainful employment metrics in a timely manner, the disclosure requirements associated with a program’s failure to meet at least one metric may adversely affect student enrollments in that program and may adversely affect the reputation of the University.

Borrower Defenses to Repayment

~~The Department’s current regulations permit a Federal Direct Loan borrower~~Pursuant to obtain a loan discharge if the institution’s acts or omissions give rise to a cause of action against the institution under state law. The regulations do not address the applicable process. In January 2016, the D~~epartment of Education convened a negotiated rulemaking committee to discuss the processes and standards for the discharge of~~ Federal Direct Loans, commonly known as defenses to repayment, and other issues. The committee failed to reach consensus. In June 2016, the Department issued a Notice of Proposed Rulemaking to establish a new federal standard and processes for determining whether a borrower has a defense to repayment ~~and a right to recover amounts previously paid to the Department on Federal~~ ~~Direct Loans~~ ~~based on an act or omission of a school. While Federal Direct Loans disbursed prior to July 1, 2017 would remain subject to the current rule, the proposed regulations would provide~~ ~~three categories of borrower defenses that could be asserted by students with~~ ~~Federal Direct Loans~~ ~~disbursed~~ ~~on or after July 1, 2017, including:~~

~~the institution has had a judgment issued against it in an action brought by a student or a government official or entity, related to the loan or educational services, in a contested proceeding;~~

~~the institution failed to perform its obligations under the terms of a contract with the student; or~~

the institution made a “substantial misrepresentation” about the nature of its programs, financial charges or employability of its graduates that the borrower reasonably relied upon on when he or she decided to attend or continue attending the institution.

In addition, the proposed regulation would permit the Department to grant relief to an individual or group of individuals, including individuals who have not applied to the Department seeking relief. In most cases, the proposed regulation would entitle the Department to seek reimbursement from the institution for any loans discharged under the new procedure.

The proposed regulation would also specify triggering events that would automatically lead to a determination that an institution is not able to meet its financial or administrative obligations, to include:

~~certain lawsuits and other legal actions, including, among others:~~

the institution incurring a debt or liability arising from an audit, investigation, or similar action initiated by a state, federal, or other oversight entity, including settlements, that is based on claims related to the making of federal loans or the provision of educational services, for an amount that exceeds the lesser of $750,000 or 10% of the institution’s current assets;

the commencement of a suit initiated by a state, federal, or other oversight entity based on claims of any kind, where the potential monetary sanctions or damages arising from the suit are in an amount that exceeds 10% of the institution’s current assets;

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~~a judicial or administrative proceeding, that is not part of a state or federal action, that the institution discloses in a report filed with the SEC;~~

~~payment to the Department of substantial monetary liabilities from claims asserted under borrower defense procedures;~~

~~action by the institution’s accreditor that could result in the loss of accreditation;~~

~~failure of the 90/10 regulation in any given year; and/or~~

~~default by the school on its debt obligations.~~

In addition, other triggering events could lead to a determination that the institution is not able to meet its financial obligations, if the Secretary of the Department determines that the event is reasonably likely to have a material effect on the institution, as determined in the discretion of the Secretary. If any of the automatic or discretionary triggering events materialize, the institution would be required to post a letter of credit, for each triggering event, in an amount of at least 10% of the school’s annual Title IV disbursements, and to provide warnings to prospective and current students that the institution has been required to provide enhanced financial protection to the Department.

In addition, the proposed regulation would establish a new metric to measure student loan repayment rates as a ratio of present balance to original principal balance, and proprietary institutions which fall below an established threshold would be required to provide prospective and current students with disclosures regarding the repayment rate.

~~The Company cannot predict the impact, if any, that these proposed regulations would have if adopted.~~

~~The effective date of the proposed regulations, if adopted, cannot be determined at this time, but the proposed regulations could be effective as early as July 1, 2017.~~

~~State authorization for distance education and foreign locations~~

~~Under~~ the Higher Education Act and the Department’s implementing regulations, in order to be eligible to participate in Title IV programs, an institution must be legally authorized to offer a program of postsecondary education in the state in which the institution is physically located. The Department previously attempted to regulate the state authorization that an institution offering distance education programs must have in order to offer Title IV aid to students enrolled in such programs. After a federal court vacated the Department’s regulation on procedural grounds, the Department established afollowing negotiated rulemaking, committee to consider state authorization for distance education and foreign locations, among other topics. The negotiations resulted in consensus as to foreign locations, but not as to distance education. In Juneon November 1, 2016, the Department ~~issued a Notice~~published final regulations that, inter alia, would have specified the acts or omissions of ~~Proposed Rulemaking for public comment.~~

~~The proposed regulations, among other things, would require~~ an institution offering distance education or correspondence courses to be authorized by each state in which the institution enrolls students, if such authorization is required by the state, in order to award Title IV aid to such students. An institution could obtain such authorization directly from the state or through a state authorization reciprocity agreement. A state authorization reciprocity agreement would be defined as an agreement between two or more states that authorizes an institution located and legally authorized in a state covered by the agreement to provide postsecondary education through distance education or correspondence courses to students in other states covered by the agreement and does not prohibit a participating state from enforcing its own consumer protection laws. The proposed regulations would also require an institution to document the state process for resolving complaints from students enrolled in programs offered through distance education or correspondence courses for each state in which such students reside.

The proposed regulations would require an institution to provide public and individualized disclosures to enrolled and prospective students regarding its programs offered solely through distance education or correspondence courses. The public disclosures would include state authorization for the program or course, the process for submitting complaints to relevant states, any adverse actions by a state or accrediting agency related to the distance education program or correspondence course within the past five years, refund policies, and applicable licensure or certification requirements for a career a student prepares to enter and the program’s sufficiency to meet those requirements. An institution must disclose directly to all prospective students when a distance education or correspondence course does not meet the licensure or certification requirements for a state. An institution must

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~~disclose to each enrolled and prospective student when an adverse action is taken against an institution’s postsecondary distance education or correspondence program and any determination~~ that a ~~program ceases~~borrower may assert as a defense to ~~meet licensure or certification requirements.~~

~~The Company cannot predict~~repayment of a loan made under the ~~impact, if any, that these proposed~~Direct Loan Program. Although the regulations ~~would have if adopted. The~~were scheduled to become effective on July 1, 2017, on June 16, 2017, the Department delayed indefinitely the effective date of the ~~proposed~~ regulations ~~if adopted, cannot be determined at this time, but~~and announced its intention to conduct negotiated rulemaking proceedings to revise the ~~proposed regulations could be effective as early as July 1, 2017.~~ regulations.

The Clery Act

~~Strayer~~The University must comply with the campus safety and security reporting requirements as well as other requirements in the Jeanne Clery Disclosure of Campus Security Policy and Campus Crime Statistics Act (the “Clery Act”), including ~~recent~~ changes made to the Clery Act by the Violence Against Women Reauthorization Act of ~~2013, which was signed into law on March 7,~~ 2013. On ~~April 1, 2014, a negotiated rulemaking committee reached consensus on proposed regulations, and on~~ October 20, 2014, the Department promulgated regulations, effective July 1, 2015, implementing ~~the recent~~ amendments to the Clery ~~Act, effective July 1, 2015.~~Act. In addition, the Department has interpreted Title IX to categorize sexual violence as a form of prohibited sex discrimination and to require institutions to follow certain disciplinary procedures with respect to such offenses. Failure by the University to comply with the Clery Act or Title IX requirements or regulations thereunder could result in action by the Department ~~to require correction action, fine~~fining the ~~Company~~University, or ~~limit~~limiting or ~~suspend~~suspending its participation in Title IV programs, could lead to litigation, and could harm the ~~Company’s~~University’s reputation. The Company believes that the University is in compliance with these requirements.

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Compliance Reviews

~~Strayer~~The University is subject to announced and unannounced compliance reviews and audits by various external agencies, including the Department, its Office of Inspector General, state licensing agencies, guaranty agencies, and accrediting agencies. ~~The~~In 2014, the Department conducted four campus-based program reviews of ~~Strayer~~ University ~~campuses~~locations in three states and the District of ~~Columbia during 2014.~~Columbia. The reviews covered federal financial aid years 2012-2013 and 2013-2014, and two of the reviews also covered compliance with the Clery Act, the Drug-Free Schools and Communities Act, and regulations related thereto. ~~Strayer~~For three of the program reviews, the University received correspondence from the Department closing the program reviews with no further action required by the University. For the other program review, the University received a Final Program Review Determination ~~letters for each~~Letter identifying a payment of less than $500 due to the ~~four program reviews,~~Department based on an underpayment on a return to Title IV calculation, and otherwise closing ~~out each with~~the review. The University remitted payment, and received a letter from the Department indicating that no further action ~~required.~~was required and that the matter was closed.

Program Participation Agreement

~~As a participant~~Each institution participating in Title IV programs ~~the University~~ must enter into a Program Participation Agreement with the Department. Under the agreement, the institution agrees to follow the Department’s rules and regulations governing Title IV programs. On October 1, 2014, ~~Strayer~~the University received an executed provisional Program Participation Agreement from the Department allowing it to participate in Title IV programs until June 30, 2017. The Program Participation Agreement was issued on a provisional basis because of the Department’s program reviews open at the time of issuance. Under the provisional agreement, the only material additional condition that the University must comply with is obtaining Department approval for substantial changes, including the addition of any new location, level of academic offering, non-degree program, or degree program.

The University timely applied to the Department for recertification to participate in Title IV programs on March 29, 2017. While that application is pending, the University’s existing provisional Program Participation Agreement is extended on a month-to-month basis until the end of the month in which the Department issues its decision on the application for recertification.

NYCDA

NYCDA is licensed to operate in ~~New York, Texas, Georgia, Utah, North Carolina, Washington, Colorado, and Washington, D.C.,~~eleven states plus the District of Columbia, but is not accredited, does not participate in state or federal student financial aid programs, and is not subject to the regulatory requirements applicable to accredited schools and schools that participate in such financial aid programs such as those described above. Programs such as those offered by NYCDA are regulated by each individual ~~state, and the Company is in the process~~state.

Table of ~~seeking authorizations in additional states to offer NYCDA programs.~~Contents

ITEM 2: MANAGEMENT’S DISCUSSION AND ~~ANALYSI~~SANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Notice Regarding Forward-Looking Statements

Certain of the statements included in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as elsewhere in this ~~report~~Quarterly Report on Form 10-Q are forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995 (“Reform Act”). Such statements may be identified by the use of words such as “expect,”

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~~“estimate,~~“estimate,” “assume,” “believe,” “anticipate,” “will,” “forecast,” “outlook,” “plan,” “project,” or similar words, and include, without limitation, statements relating to future enrollment, revenues, revenues per student, earnings growth, operating expenses and capital expenditures. These statements are based on the Company’s current expectations and are subject to a number of assumptions, risks and uncertainties. In accordance with the Safe Harbor provisions of the Reform Act, the Company has identified important factors that could cause the actual results to differ materially from those expressed in or implied by such statements. The assumptions, risks and uncertainties include the pace of growth of student enrollment, our continued compliance with Title IV of the Higher Education Act, and the regulations thereunder, as well as regional accreditation standards and state regulatory requirements, rulemaking by the Department of Education and increased focus by the U. S. Congress on for-profit education institutions, competitive factors, risks associated with the opening of new campuses, risks associated with the offering of new educational programs and adapting to other changes, risks associated with the acquisition of existing educational institutions, risks relating to the timing of regulatory approvals, our ability to implement our growth strategy, risks associated with the ability of our students to finance their education in a timely manner, and general economic and market conditions. Further information about these and other relevant risks and uncertainties may be found in the Company’s Annual Report on Form 10-K and its other filings with the Securities and Exchange ~~Commission.~~Commission, including in Part II, “Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q. The Company undertakes no obligation to update or revise forward-looking ~~statements, except as may be required by law.~~statements.

Additional Information

We maintain a website at http://www.strayereducation.com. The information on our website is not incorporated by reference in this Quarterly Report on Form 10-Q, and our web address is included as an inactive textual reference only. We make available, free of charge through our website, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.

Background and Overview

We are an education services holding company that owns Strayer University (the “University”) and, as of January 13, 2016, the New York Code and Design Academy (“NYCDA”). The University is an institution of higher education which offers undergraduate and graduate degree programs at physical campuses, predominantly located in the eastern United States, and online. NYCDA provides non-degree courses in web and application software development, primarily at campuses in New York City and Philadelphia, PA. NYCDA’s results of operations are included in our results from the acquisition date.

~~The~~Most of our revenue comes from the University, which derives approximately ~~95%~~96% of its revenue from tuition for educational programs, whether delivered in person at a physical campus or delivered online. The academic year of the University is divided into four quarters, which approximately coincide with the four quarters of the calendar year. Students at the University and at NYCDA make payment arrangements for the tuition for each course at the time of enrollment. Tuition revenue is recognized inratably over the ~~quarter~~course of instruction. If a student withdraws from a course prior to completion, the University refunds a portion of the tuition depending on when the withdrawal occurs. Tuition revenue is shown net of any refunds, withdrawals, corporate discounts, employee tuition discounts and scholarships. The University also derives revenue from other sources such as textbook-related income, certificate revenue, certain academic fees, licensing revenue, and other income, which are all recognized when earned. ~~NYCDA provides non-degree courses in web and application software development and revenue is recognized ratably as services are provided.~~

Tuition receivable and deferred revenue for our students are recorded upon the start of the course, which for the University is the start of the academic ~~term or program.~~term. Because the University’s academic quarters coincide with the calendar quarters, at the end of the fiscal quarter (and academic term), tuition receivable generally represents amounts due from students for educational services already provided and deferred revenue generally represents advance payments for academic services to be provided in the future. Based upon past experience and judgment, the University establishes an allowance for doubtful accounts with respect to accounts

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receivable. Any uncollected account more than one year past due is charged against the allowance. Accounts less than one year past due are reserved according to the length of time the balance has been outstanding. In establishing reserve amounts, we also consider the status of students as to whether or not they are currently enrolled for the next term, as well as the likelihood of recovering balances that have previously been written off, based on historical experience. Bad debt expense as a percentage of revenues for the second quarter of 2016 and ~~2015~~2017 was 3.8% and ~~3.2%~~4.5%, respectively.

Below is a description of the nature of the consolidated costs included in our operating expense categories:

Instruction and educational support expenses generally contain items of expense directly attributable to educational ~~activities of the University.~~activities. This expense category includes salaries and benefits of faculty and academic administrators,

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as well as administrative personnel who support faculty and ~~serve student interests.~~students. Instruction and educational support expenses also include costs of educational supplies and facilities, including rent for campus facilities, certain costs of establishing and maintaining computer laboratories 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 instruction and educational support expenses.

Marketing expenses include the costs of advertising and production of marketing materials and related personnel costs.

Admissions advisory expenses include salaries, benefits and related costs of personnel engaged in admissions.

General and administration expenses include salaries and benefits of management and employees engaged in accounting, human resources, legal, regulatory compliance, and other corporate functions, along with the occupancy and other related costs attributable to such functions.

Investment income consists primarily of earnings and realized gains or losses on ~~investments. Interest~~investments and interest expense consists of interest incurred on our outstanding borrowings, ~~fees on the~~ unused ~~portion of our~~ revolving credit facility fees, and amortization of deferred financing costs.

We acquired NYCDA on January 13, 2016. NYCDA provides non-degree courses in web and application software development, primarily at its campus in New York City. The acquisition did not impact our 2015 results and NYCDA’s results of operations are included in our results from the acquisition date.

Critical Accounting Policies and Estimates

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates and judgments related to its allowance for doubtful accounts; income tax provisions; the useful lives of property and equipment; redemption rates for scholarship programs; fair value of future contractual operating lease obligations for facilities that have been closed; valuation of deferred tax assets, goodwill, and intangible assets; forfeiture rates and achievability of performance targets for stock-based compensation plans; and accrued expenses. Management bases its estimates and judgments on historical experience and various other factors and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments regarding the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly reviews its estimates and judgments for reasonableness and may modify them in the future. Actual results may differ from these estimates under different assumptions or conditions.

Management believes that the following critical accounting policies are its more significant judgments and estimates used in the preparation of its consolidated financial statements.

Revenue recognition — Like many traditional institutions, ~~Strayer~~the University offers its educational programs on a quarter system having four academic terms, which coincide with our quarterly financial reporting periods. NYCDA’s revenues are recognized as services are provided, generally ratably over the length of a course. Approximately ~~95%~~96% of ~~our~~the University’s revenues during the ~~three~~six months ended June 30, ~~2016~~2017 consisted of tuition revenue. Tuition revenue is recognized ratably inover the ~~quarter~~course of instruction as the University provides academic services in a given term, whether delivered in person at a physical campus or online. Tuition revenue is shown net of any refunds, withdrawals, corporate discounts, scholarships, and employee tuition discounts. The University also derives revenue from other sources such as textbook-related income, certificate revenue, certain academic fees, licensing revenue, and other income, which are all recognized when earned. At the start of each academic term or program, a liability (deferred revenue) is recorded for academic services to be provided and a tuition receivable is recorded for

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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 deferred revenue. ~~NYCDA provides non-degree courses in web and application software development and tuition revenue is recognized ratably over the duration of each course.~~

Students of the University finance their education in a variety of ways, and historically about three quarters of our students have participated in one or more financial aid programs provided through Title IV of the Higher Education Act. In addition, many of our working adult students finance their own education or receive full or partial tuition reimbursement from their employers. Those students who are veterans or active duty military personnel have access to various additional government-funded educational benefit programs.

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A typical ~~University~~ class is offered in weekly increments over a ten-week period and is followed by an exam. Students who withdraw from a course may be eligible for a refund of tuition charges based on the timing of the withdrawal. We use the student’s last date of attendance for this purpose. Student attendance is based on physical presence in class for on-ground classes. For online classes, attendance consists of logging into one’s course shell and performing an ~~academically related~~academically-related activity (e.g., engaging in a discussion post or taking a quiz).

If a student withdraws from a course prior to completion, a portion of the tuition ismay be refundable depending on when the withdrawal occurs. Our refund policy typically permits students who complete less than half of a course to receive a partial refund of tuition for that course. Refunds reduce the tuition revenue that would have otherwise been recognized for that student. Since the University’s academic terms coincide with our financial reporting periods, nearly all refunds are processed and recorded in the same quarter as the corresponding revenue. The amount of tuition revenue refundable to students may vary based on the student’s state of residence.

For undergraduate students who withdraw from all their courses during the quarter of instruction, we reassess collectibility of tuition and fees for revenue recognition purposes. In addition, we cease revenue recognition when a student fully withdraws from all of his or her courses in the academic term. Tuition charges billed in accordance with our billing schedule may be greater than the pro rata revenue amount, but the additional amounts are not recognized as revenue unless they are collected in cash.

For students who receive funding under Title IV, funds are subject to return provisions as defined by the Department of Education. IfThe University is responsible for returning Title IV funds ~~are returned~~ to the Department of Education and then may seek payment from the student ~~is responsible for paying the amount~~ of prorated tuition or other amounts charged to him or her. Loss of financial aid eligibility during an academic term is rare and would normally coincide with the student’s withdrawal from the institution. As discussed above, we cease revenue recognition upon a student’s withdrawal from all of his or her classes in an academic term.

New ~~University~~ students registering in credit-bearing courses in any undergraduate program for the summer 2013 term (fiscal third quarter) and subsequent terms qualify for the Graduation Fund, whereby qualifying students earn tuition credits that are redeemable in the final year of a student’s course of study if he or she successfully remains in the program. Students must meet all of the University’s admission requirements and not be eligible for any previously offered scholarship program. Our employees and their dependents are not eligible for the program. To maintain eligibility, students must be enrolled in a bachelor’s 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 the University in the future. In their final academic year, qualifying students will receive one free course for every three courses that were successfully completed. Revenue and the value of the benefit earned by students participating in the Graduation Fund is recognized based on a systematic and rational allocation of the cost of honoring the benefit earned to each of the underlying revenue transactions that result in progress by the student toward earning the benefit. The estimated value of awards under the Graduation Fund that will be recognized in the future is based on historical experience of students’ persistence in completing their course of study and earning a degree. Estimated redemption rates of eligible students vary based on their term of enrollment. As of June 30, ~~2016,~~2017, we had deferred ~~$25.3~~$33.8 million for estimated redemptions earned under the Graduation Fund, as compared to ~~$15.6~~$29.5 million at ~~June 30, 2015.~~December 31, 2016. Each quarter we assess our methodologies and assumptions underlying our estimates for persistence and estimated redemptions based on actual experience. To date, any adjustments to our estimates have not been material. However, if actual persistence or redemption rates change, adjustments to the reserve may be necessary and could be material.

Tuition receivable — We record estimates for our allowance for doubtful accounts for tuition receivable from students primarily based on our historical collection rates by age of receivable, net of recoveries, and consideration of other relevant factors. Our experience is that payment of outstanding balances is ~~significantly~~ influenced by whether the student returns to the institution as we require students to make payment arrangements for their outstanding balances prior to enrollment. Therefore, we monitor outstanding tuition receivable balances through subsequent terms, increasing the reserve on such balances over time as the likelihood of returning to the institution diminishes and our historical experience indicates collection is less likely. We periodically assess our

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methodologies for estimating bad debts in consideration of actual experience. If the financial condition of our students were to deteriorate, resulting in evidence of impairment of their ability to make required payments for tuition payable to us, additional allowances or write-offs may be required. For the second quarter of ~~2016,~~2017, our bad debt expense was ~~3.8%~~4.5% of revenue, compared to ~~3.2%~~3.8% for the same period in ~~2015.~~2016. A change in our allowance for doubtful accounts of 1% of gross tuition receivable as of June 30, ~~2016~~2017 would have changed our income from operations by approximately $0.3 million.

Accrued lease and related costs — We estimate potential sublease income and vacancy periods for space that is not in use, adjusting our estimates when circumstances change. If our estimates change or if we enter into subleases at rates that are

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substantially different than our current estimates, we will adjust our liability for lease and related costs. During the six months ended June 30, ~~2016~~2017 and ~~2015,~~2016, we reduced our liability for leases by approximately $0.3 million and $1.7 million, ~~and $0.1 million,~~ respectively.

Other estimates — We record estimates for contingent consideration, certain of our accrued expenses, and income tax liabilities. We estimate the useful lives of our property and ~~equipment. We periodically~~equipment, assess goodwill and intangible assets for ~~impairment. We~~impairment, and periodically review our assumed forfeiture rates and ability to achieve performance targets for stock-based awards and adjust them as necessary. Should actual results differ from our estimates, revisions to our contingent consideration, accrued expenses, carrying amount of goodwill and intangible assets, stock-based compensation expense, and income tax liabilities may be required.

Results of Operations

In the second quarter of ~~2016,~~2017, we generated ~~$108.5~~$112.7 million in revenue, a ~~1% decrease~~4% increase compared to ~~2015,~~2016, principally due to a 6% increase in total enrollment and partially offset by a 2% decline in revenue per ~~student and partially offset by slightly higher enrollment growth.~~student. Income from operations was ~~$12.9~~$13.9 million for the second quarter of ~~2016, and~~2017, which includes approximately ~~$0.1~~$2.0 million in noncash adjustments associated with a reduction to the value of contingent consideration related to our acquisition of NYCDA, and adjustments to ~~reduce~~ our liability for ~~losses~~leases on facilities no longer in use. Income from operations for the second quarter of ~~2015~~2016 was ~~$20.9~~$12.9 million, which includes a $0.1 million ~~in adjustments~~noncash adjustment to reduce our liability for ~~losses~~leases on facilities no longer in use. Net income in the second quarter of ~~2016~~2017 was $10.3 million, including approximately $2.1 million in after-tax charges from noncash adjustments, compared to $7.8 million ~~including~~for the same period in 2016, which reflected approximately $0.1 million in after-tax benefits from ~~adjustments to the Company’s liability for facilities no longer in use,~~noncash adjustments. Diluted earnings per share was $0.92 compared to ~~$11.9 million~~$0.72 for the same period in 2015, which reflected approximately $0.1 million in after-tax charges from adjustments to the Company’s liability for facilities no longer in use. Diluted earnings per share was $0.72 compared to $1.11 for the same period in 2015.2016. Diluted earnings per share for the second quarter of 2017 and 2016 includes $0.19 per share and $0.01 per share in after-tax earnings related to the reduction of the Company’s liability for losses on facilities no longer in use. For the second quarter of 2015, the after-tax adjustments related to the Company’s liability for facilities no longer in use had no impact on diluted earnings per share. The impact of NYCDA’s financial results since the acquisition date was not material relative to our consolidated results of operations for the six months ended June 30, 2016.noncash adjustments.

Key enrollment trends by quarter for the University were as follows:

Enrollment

% Change vs Prior Year

Since 2013, we have introduced a number of initiatives in response to the variability in our enrollment. Recognizing that affordability is an important factor in a prospective student’s decision to seek a college degree, we reduced ~~Strayer~~the University undergraduate tuition for new students by 20% beginning in our 2014 winter academic term. We also introduced the Graduation Fund in mid-2013, whereby qualifying students can receive one free course for every three courses successfully completed. The

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free courses are redeemable in the student’s final academic year. In 2015, we launched Strayer@Work, which works with Fortune

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1000 companies to structure customized ~~degree~~education and ~~certificate~~training programs for their employees, often with significant discounts to our published tuition rates. In January 2016, we acquired ~~the New York Code and Design Academy,~~NYCDA, which charges variable tuition by program based on the number of hours of instruction. These initiatives ~~could result in increased volatility in our~~had a net negative impact on the University revenue per ~~student. However, we believe these initiatives,~~student, which declined 1% in 2016, and ~~others, will continue~~is expected to ~~support our competitive position~~decrease slightly in ~~adult education and, over the long term, will lead to growth.~~ 2017, by approximately 2%.

Three Months Ended June 30, ~~2016~~2017 Compared to Three Months Ended June 30, ~~2015~~2016

~~Enrollment.~~ Enrollment. Total enrollments at ~~Strayer~~the University for the spring term ~~2016~~2017 increased to ~~41,029~~43,411 students, from ~~40,875~~41,029 for the spring term ~~2015.~~2016. New student enrollments ~~decreased~~increased by 7%8%, and continuing student enrollments increased by 2%5%.

Revenues. Revenues ~~decreased 1%~~increased 4% to $112.7 million in the second quarter of 2017 from $108.5 million in the second quarter of 2016, ~~from $109.8 million in the second quarter of 2015,~~ principally due to total enrollment growth of 6%, partially offset by a decline in revenue per student of 2%~~, partially offset by slightly higher enrollment growth.~~. The decline in revenue per student is largely attributable to a new pricing structure which was implemented for the first quarter of 2014 which reduced tuition for new undergraduate students by approximately 20%, and ~~made them~~gave eligible ~~for our~~students access to the Graduation Fund. Revenues for undergraduate students ~~were generally unchanged~~increased 9% in ~~2016,~~the three months ended June 30, 2017, driven by an increase in total undergraduate enrollment of ~~3% and~~12%, partially offset by a decline ~~of 3%~~ in revenue per student. We expect this decline in revenue per student to continue at the undergraduate level, though more gradually, as we enroll more new undergraduate students. For graduate students, revenues decreased 3%8% in ~~2016,~~2017, driven ~~by an increase in revenue per student of 3%, offset~~ by a decline in total graduate enrollment of 5%8%. ~~The increase in graduate revenue per student was due primarily to increased tuition and higher classes per student compared to 2015.~~

Instruction and educational support ~~expenses.~~ expenses. Instruction and educational support expenses ~~increased $2.6~~decreased $0.1 million ~~or 4%,~~ to $61.7 million in the second quarter of 2017 from $61.8 million in the second quarter of 2016, ~~from $59.2 million~~principally due to a noncash adjustment to reduce the value of contingent consideration related to our acquisition of NYCDA, offset by increases in the second quarter of 2015. The increase primarily resulted from instructional costs for NYCDA, which was acquired in the first quarter of 2016, higher costs associated with new academic content, and higher bad debt expense ~~as compared to the prior year.~~and other personnel costs. Instruction and educational support expenses as a percentage of revenues ~~increased~~decreased to 54.7% in the second quarter of 2017 from 56.9% in the second quarter of ~~2016 from 54.0%~~2016.

Marketing expenses. Marketing expenses increased $1.5 million, or 8%, to $19.2 million in the second quarter of ~~2015.~~

~~Marketing expenses.~~ ~~Marketing expenses increased $3.0 million, or 21%, to~~2017 from $17.7 million in the second quarter of 2016, ~~from $14.7 million in the second quarter of 2015,~~ principally due to increased investments in branding ~~initiatives at NYCDA and Strayer University.~~initiatives. Marketing expenses as a percentage of revenues increased to 17.1% in 2017 from 16.4% in 2016 from 13.4% in 2015. We expect to continue to invest in our marketing efforts such that marketing expenses may increase in absolute terms and as a percentage of revenue in 2016 as compared to 2015.2016.

Admissions advisory ~~expenses.~~expenses. Admissions advisory expenses ~~remained unchanged at~~increased $0.7 million, or 16%, to $4.8 million in the second quarter of 2017 from $4.1 million in the second quarter of 2016 ~~and 2015.~~due primarily to increased personnel costs. Admissions advisory expenses as a percentage of revenues increased to 4.2% in the second quarter of 2017 from 3.8% in the second quarter of ~~2016 from 3.7% in the second quarter of 2015.~~2016.

General and administration ~~expenses.~~expenses. General and administration expenses increased ~~$1.1~~$1.3 million ~~or 10%,~~ to ~~$11.9~~$13.2 million in the second quarter of ~~2016~~2017 from ~~$10.8~~$11.9 million in ~~2015, as we incurred higher regulatory~~2016, related primarily to increased personnel and ~~related costs associated with expanding NYCDA’s operations into new markets.~~corporate compliance costs. General and administration expenses as a percentage of revenues increased to 11.7% in the second quarter of 2017 from 11.0% in the second quarter of ~~2016~~2016.

Income from ~~9.9%~~operations. Income from operations increased $1.0 million, or 7%, to $13.9 million in the second quarter of ~~2015.~~

~~Income~~2017 from ~~operations.~~ ~~Income from operations decreased $8.0 million, or 38%, to~~ $12.9 million in the second quarter of ~~2016 from $20.9~~2016.

Investment income and interest expense. Investment income increased to $0.3 million in the second quarter of ~~2015.~~

~~Interest expense.~~2017 compared to $0.1 million in the second quarter of 2016 as a result of higher yields and an increase in our cash balances. Interest expense ~~decreased to~~was $0.2 million in the second quarter of ~~2016 from $1.3 million in the second quarter of 2015 following the repayment in July 2015 of all our outstanding debt in connection with our amended credit facility.~~both 2017 and 2016. We have $150.0 million available under our revolving credit facility and no balance outstanding as of June 30, ~~2016.~~2017.

Provision for income ~~taxes.~~taxes. Income tax expense ~~decreased $2.8~~was $3.6 million ~~or 36%,~~in the second quarter of 2017, compared to $5.1 million in the second quarter of ~~2016~~2016. This decrease reflects a tax surplus recorded in the period associated with the vesting of certain shares of restricted stock. In addition, we recognized a tax benefit resulting from ~~$7.9~~the reduction in the value of contingent consideration related to the NYCDA acquisition. Our effective tax rate excluding these noncash items was 39.5% for the second quarter of 2017, compared to 39.4% for the same period in 2016.

Net income. Net income increased $2.5 million to $10.3 million in the second quarter of 2015, primarily due to the decrease in income before income taxes attributable to the factors discussed above. Our effective tax rate was 39.4% for the second quarter of 2016 compared to 39.9% for the same period in 2015.

~~Net income.~~ ~~Net income decreased $4.1 million to~~2017 from $7.8 million in the second quarter of 2016 ~~from $11.9 million in the second quarter of 2015~~ due to the factors discussed above.

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Six Months Ended June 30, ~~2016~~2017 Compared to Six Months Ended June 30, ~~2015~~2016

~~Enrollment.~~ Enrollment. Average enrollments at ~~Strayer~~the University increased ~~less than 1%~~6% to ~~40,951~~43,399 students for the six months ended June 30, ~~2016~~2017 compared to ~~40,802~~40,951 students for the same period in ~~2015.~~2016.

Revenues. Revenues ~~decreased 1%~~increased 4% to $227.6 million in the six months ended June 30, 2017 from $219.7 million in the six months ended June 30, 2016, ~~from $221.6 million in the six months ended June 30, 2015,~~ principally due to total enrollment growth of 6%, partially offset by a decline in revenue per student of ~~1%, partially offset by slightly higher enrollment growth.~~2%. The decline in revenue per student is largely attributable to a new pricing structure which was implemented for the first quarter of 2014 which reduced tuition for new undergraduate students by approximately 20%, and ~~made them~~gave eligible ~~for our~~students access to the Graduation Fund. Revenues for undergraduate students ~~were generally unchanged~~increased 9% in ~~2016,~~the six months ended June 30, 2017, driven by an increase in total undergraduate enrollment of ~~3% and~~12%, partially offset by a decline ~~of 3%~~ in revenue per student. We expect this decline in revenue per student to continue at the undergraduate level, though more gradually, as we enroll more new undergraduate students. For graduate students, revenues decreased 4%7% in ~~2016,~~2017, driven by a decline in total graduate enrollment of 8%, partially offset by an increase in revenue per ~~student of 2%, offset by a decline in enrollment of 6%.~~student. The increase in graduate revenue per student was due primarily to increased average tuition ~~and higher classes~~ per ~~student~~class compared to ~~2015.~~2016.

Instruction and educational support ~~expenses.~~ expenses. Instruction and educational support expenses increased ~~$1.0~~$3.2 million, or 1%3%, to $123.1 million in the six months ended June 30, 2017 from $119.9 million in the six months ended June 30, ~~2016~~2016. The increase primarily resulted from ~~$118.9 million in the six months ended June 30, 2015. We recorded adjustments in each of the six months ended June 30, 2016~~increased bad debt expense and ~~2015, resulting from changes in the timing and expected income from settlements and sublease agreements, and may record additional adjustments in the future. These adjustments were~~other personnel costs, partially offset by a noncash adjustment to reduce the ~~instruction and educational costs~~value of ~~NYCDA following the acquisition, as well as costs~~contingent consideration associated with ~~new academic content.~~the NYCDA acquisition. Instruction and educational support expenses as a percentage of revenues ~~increased~~decreased to 54.1% in the six months ended June 30, 2017 from 54.6% in the six months ended June 30, ~~2016 from 53.7%~~2016.

Marketing expenses. Marketing expenses increased $1.9 million, or 5%, to $37.9 million in the six months ended June 30, ~~2015.~~

~~Marketing expenses.~~ ~~Marketing expenses increased $4.6 million, or 15%, to~~2017 from $36.0 million in the six months ended June 30, 2016, ~~from $31.4 million in the six months ended June 30, 2015,~~ principally due to increased investments in branding ~~initiatives at NYCDA and Strayer University.~~initiatives. Marketing expenses as a percentage of revenues increased to 16.7% in six months ended June 30, 2017 from 16.4% in 2016 from 14.1% in 2015. We expect to continue to invest in our marketing efforts such that marketing expenses may increase in absolute terms and as a percentage of revenue in 2016 as compared to 2015.six months ended June 30, 2016.

Admissions advisory ~~expenses.~~expenses. Admissions advisory expenses increased ~~by $0.4~~$1.0 million, or 5%12%, to $9.5 million in the six months ended June 30, 2017 from $8.5 million in the six months ended June 30, 2016, ~~from $8.1 million in the six months June 30, 2015,~~ primarily ~~as a result of higher~~due to increased personnel costs. Admissions advisory expenses as a percentage of revenues increased to 4.2% in the six months ended June 30, 2017 from 3.9% in the six months ended June 30, ~~2016 from 3.6%~~2016.

General and administration expenses. General and administration expenses increased $2.5 million to $24.8 million in the six months ended June 30, ~~2015.~~

~~General and administration expenses.~~ ~~General and administration expenses decreased $0.2 million, or 1.1%, to~~2017 from $22.3 million in the six months ended June 30, ~~2016 from $22.5 million in the six months ended June 30, 2015.~~2016. During the six months ended June 30, 2016, we recorded ~~an adjustment to reduce our lease loss liability resulting from the sublease of~~ a ~~portion of our corporate office space, partially offset by higher regulatory and related costs~~$2.1 million noncash benefit associated with ~~expanding NYCDA’s operations into new markets.~~adjustments to our reserve for leases on facilities no longer in use. General and administration expenses as a percentage of revenues ~~decreased~~increased to 10.9% in the six months ended June 30, 2017 from 10.1% in the six months ended June 30, ~~2016~~2016.

Income from ~~10.2%~~operations. Income from operations decreased $0.7 million, or 2%, to $32.3 million in the six months ended June 30, ~~2015.~~

~~Income~~2017 from ~~operations.~~ ~~Income from operations decreased $7.8 million, or 19%, to~~ $33.0 million in the six months ended June 30, ~~2016 from $40.8~~2016.

Investment income and interest expense. Investment income increased to $0.4 million in the six months ended June 30, ~~2015.~~

~~Interest expense.~~ ~~Interest expense decreased~~2017 compared to ~~$0.3~~$0.2 million in the six months ended June 30, 2016, ~~from $2.5~~as a result of higher yields and an increase in our cash balances. Interest expense was $0.3 million in both of the six months ended June 30, ~~2015 following the repayment in July 2015 of all our outstanding debt in connection with our amended credit facility.~~2017 and 2016. We have $150.0 million available under our revolving credit facility and no balance outstanding as of June 30, ~~2016.~~2017.

Provision for income taxes.Income tax expense decreased ~~$2.5~~to $11.5 million ~~or 16%, to~~in the six months ended June 30, 2017 from $12.7 million in the six months ended June 30, ~~2016~~2016. This decrease reflects a tax surplus recorded in the period associated with the vesting of certain shares of restricted stock. In addition, we recognized tax benefits resulting from ~~$15.2~~the reduction in the value of contingent consideration related to the NYCDA acquisition. Our effective tax rate excluding these items was 39.5% for the six months ended June 30, 2017, compared to 38.5% for the same period in 2016.

Net income. Net income increased $0.7 million to $20.9 million in the six months ended June 30, 2015, primarily due to the decrease in income before income taxes attributable to the factors discussed above. Our effective tax rate was 38.5% in the six months ended June 30, 2016, compared to 39.5% for the six months ended June 30, 2015.

~~Net income.~~ ~~Net income decreased $3.1 million to~~2017 from $20.2 million in the six months ended June 30, 2016 ~~from $23.3 million in the six months ended June 30, 2015~~ due to the factors discussed above.

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Liquidity and Capital Resources

At June 30, ~~2016,~~2017, we had cash and cash equivalents of ~~$117.4~~$147.9 million compared to ~~$106.9~~$129.2 million at December 31, ~~2015~~2016 and ~~$195.6~~$117.4 million at June 30, ~~2015, prior to the repayment of the entire balance on our term loan of approximately $115.6 million.~~2016. At June 30, ~~2016,~~2017, most of our cash was ~~invested~~held in ~~bank overnight deposits.~~demand deposit accounts at high credit quality financial institutions.

In January 2016, we completed the acquisition of New York Code and Design Academy, which provides non-degree courses in web and application software development, primarily at its campus in New York City. We ~~have paid $8.4 million~~are party to ~~date and may pay up to an additional $12.0 million to the sellers consisting of (a) up to $11.5 million payable based on NYCDA’s results of operations over~~ a five-year period and (b) $0.5 million payable based on NYCDA’s receipt of a state regulatory permit. In addition, we paid $4.6 million to the founders in connection with their continued employment, which is reimbursable to us if either of the founders voluntarily terminates his employment within three years of the acquisition date.

~~In July 2015, we repaid all balances outstanding under a prior credit facility, and entered into an amended~~ credit agreement which provides for a $150 million revolving credit facility and an option to establish incremental term loans under certain conditions. The ~~amended~~ credit agreement has a maturity date of July 2, 2020. We had no borrowings outstanding under the revolving credit facility during each of the six months ended June 30, 2016 and 2017, and as of June 30, ~~2016.~~2017.

Borrowings under the revolving credit facility bear interest at LIBOR or a base rate, plus a margin ranging from 1.75% to 2.25%, depending on our leverage ratio. An unused commitment fee ranging from 0.25% to 0.35%, depending on our leverage ratio, accrues on unused amounts under the revolving credit facility. During the six months ended June 30, ~~2016~~2017 and ~~2015,~~2016, we paid ~~cash interest~~unused commitment fees of $0.3 million and $0.1 million, ~~and $2.2 million,~~ respectively.

The amended credit agreement is guaranteed by our subsidiaries and is secured by substantially all of the personal property and assets of the Company and the guarantors. The amended credit agreement contains customary covenants, representations, warranties, events of default and remedies upon default. In addition, we must satisfy certain financial maintenance covenants, including a total leverage ratio, a coverage ratio and a U.S. Department of Education financial responsibility composite score. We were in compliance with all applicable covenants related to the ~~amended~~ credit agreement as of June 30, ~~2016.~~2017.

Our net cash from operating activities for the six months ended June 30, ~~2016 decreased~~2017 increased to ~~$22.4~~$32.8 million, as compared to ~~$43.8~~$22.4 million for the same period in ~~2015.~~2016. The ~~decrease~~increase in net cash from operating activities was largely due to ~~changes in working capital,~~ the ~~timing of income tax payments, and~~ payment of retention agreements in connection with the NYCDA ~~acquisition.~~ acquisition in January 2016, and to a lesser extent changes in working capital and the timing of income tax payments in 2017 compared to 2016.

Capital expenditures were ~~$3.9~~$8.4 million for the ~~three~~six months ended June 30, ~~2016,~~2017, compared to ~~$7.1~~$3.9 million for the same period in ~~2015.~~2016.

The Board of Directors declared an annual dividend of $1.00 per common share, payable quarterly. During the six months ended June 30, 2017, we have paid a total of $5.7 million in cash dividends on our common stock. For the six months ended June 30, ~~2016,~~2017, we did not repurchase any shares of common stock and, at June 30, ~~2016,~~2017, had $70 million in repurchase authorization to use through December 31, ~~2016. We did not pay a regular quarterly dividend in either 2016 or 2015.~~2017.

For the second quarter of ~~2016,~~2017, bad debt expense as a percentage of revenue was ~~3.8%~~4.5% compared to ~~3.2%~~3.8% for ~~2015.~~2016.

~~We have available $150 million under our revolving credit facility.~~ We believe that existing cash and cash equivalents, cash generated from operating activities, and if necessary, cash borrowed under ~~the~~our revolving credit facility, will be sufficient to meet our requirements for at least the next 12 months. Currently, we maintain our cash in mostly ~~FDIC-insured~~demand deposit bank ~~accounts. Excess cash is invested in~~accounts and money market funds, which is included in cash and cash equivalents at June 30, ~~2016~~2017 and ~~2015. We earned interest income of $0.2 million in~~2016. During the six months ended June 30, 2017 and 2016, we earned interest income of $0.4 million and ~~2015.~~$0.2 million, respectively.

The table below sets forth our contractual commitments associated with operating leases, excluding subleases as of June 30, ~~2016~~2017 (in thousands):

Payments Due By Period




Less than 1

1-3

3-5

More than

Total

Year

Years

Years

5 Years

Operating leases

$
160,418

$
36,751

$
60,481

$
40,103

$
23,083


	Payments Due By Period
			Less than 1		1-3		3-5		More than
	Total		Year		Years		Years		5 Years
Operating leases	$	123,539	$	32,396	$	50,889	$	28,456	$	11,798

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ITEM 3: QUANTITATIVE AND QUALITATIVE ~~DISCLOSURE~~SDISCLOSURES ABOUT MARKET RISK

We are subject to the impact of interest rate changes and may be subject to changes in the market values of our future investments. We invest our excess cash in bank overnight deposits, money market funds and marketable securities. We have not used derivative financial instruments in our investment portfolio. Earnings from investments in bank overnight deposits, money market mutual funds, and marketable securities may be adversely affected in the future should interest rates decline, although such a decline may reduce the interest rate payable on any borrowings under our revolving credit facility. Our future investment income may fall short of expectations due to changes in interest rates or we may suffer losses in principal if forced to sell securities that have declined in market value due to changes in interest rates. As of June 30, ~~2016,~~2017, a 1% increase or decrease in interest rates would not have a material impact on our future earnings, fair values, or cash flows related to investments in cash equivalents or interest earning marketable securities.

Changing interest rates could also have a negative impact on the amount of interest expense we incur. On July 2, 2015, we used approximately $116 million of our existing cash and cash equivalents to prepay our term loan and terminate an interest rate swap as part of an amendment to our credit and term loan agreement. The ~~amended~~ credit agreement provides for a $150 million revolving credit facility and an option to establish incremental term loans under certain conditions. The ~~amended~~ credit agreement has a maturity date of July 2, 2020. We had no borrowings outstanding under the revolving credit facility after prepayment of the term loan facility, and as of June 30, ~~2016.~~2017. Borrowings under the revolving credit facility bear interest at LIBOR or a base rate, plus a margin ranging from 1.75% to 2.25%, depending on our leverage ratio. An unused commitment fee ranging from 0.25% to 0.35%, depending on our leverage ratio, accrues on unused amounts under the revolving credit facility. An increase in LIBOR would affect interest expense on any outstanding balance of the revolving credit facility. For every 100 basis points increase in LIBOR, we would incur an incremental $1.5 million in interest expense per year assuming the entire $150 million revolving credit facility was utilized.

ITEM 4: CONTROLS AND ~~PROCEDURE~~SPROCEDURES

Disclosure Controls and Procedures. The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, ~~2016.~~2017. Based upon such review, the Chief Executive Officer and Chief Financial Officer have concluded that the Company had in place, as of June 30, ~~2016,~~2017, effective disclosure controls and procedures designed to ensure that information required to be disclosed by the Company (including consolidated subsidiaries) in the reports it files or submits under the Securities Exchange Act of 1934, as amended, and the rules thereunder, is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in reports it files or submits under the Securities Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting. There have not been any changes in the Company’s internal control over financial reporting during the quarter ended June 30, ~~2016~~2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II — OTHER ~~INFORMATIO~~NINFORMATION

Item 1. Legal ~~Proceeding~~sProceedings

From time to time, we are involved in litigation and other legal proceedings arising out of the ordinary course of our business. There are no pending material legal proceedings to which we or our property are subject.

Item 1A. Risk Factors

You should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2016, and in our Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2016,~~2017, which could materially affect our business, adversely affect the market price of our common stock and could cause you to suffer a partial or complete loss of your investment. There have been no material changes to the risk factors previously described in Part I, ~~Item 1A~~“Item 1A. Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2016, and in our Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2016. Those risks are incorporated herein by this reference.~~2017, except that we have updated three of the risk factors to reflect recent developments occurring after the filing of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017. The risks described in our Annual Report on Form 10-K, ~~and in~~as updated by our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 and this Quarterly Report on Form 10-Q, are not the only risks facing ~~our~~the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also ~~may~~could materially adversely affect our business. See “Cautionary Notice Regarding Forward-Looking Statements.”

The following risk factors update and supersede the risk factors with the same captions in our Annual Report on Form 10-K for the year ended December 31, 2016, as updated by our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.

Our failure to comply with the Department of Education’s misrepresentation rules could result in sanctions and other liability.

The Higher Education Act prohibits an institution that participates in Title IV programs from engaging in “substantial misrepresentation” of the nature of its educational program, its financial charges, or the employability of its graduates. The Department of Education’s Program Integrity Regulations, which took effect July 1, 2011, interpret this provision to prohibit any statement on those topics, made by the institution or a third party that provides educational programs, marketing, advertising, recruiting, or admissions services to the institution, which has the likelihood or tendency to confuse. The U.S. Court of Appeals for the District of Columbia held on June 5, 2012, that the term “substantial misrepresentation” could not include true, nondeceitful statements that are merely confusing. The misrepresentation rules were scheduled to expand on July 1, 2017 to include “any statement that has the likelihood or tendency to mislead under the circumstances.” The definition would also have expanded to include “any statement that omits information in such a way as to make the statement false, erroneous, or misleading.” On June 16, 2017, the Department of Education announced an indefinite delay of the regulation which would have expanded the definition, as well as its intent to establish a new negotiated rulemaking related to the matters in the regulation.

In the event of substantial misrepresentation, the Department of Education may revoke an institution’s program participation agreement, limit the institution’s participation in Title IV programs, deny applications from the institution such as to add new programs or locations, initiate proceedings to fine the institution or limit, suspend, or terminate its eligibility to participate in Title IV programs. If the Department of Education or other third parties interpret statements made by us or on our behalf to be in violation of the misrepresentation regulations, we could be subject to sanctions and other liability, which could have a material adverse effect on our business.

We are subject to compliance reviews, which, if they resulted in a material finding of noncompliance, could affect our ability to participate in Title IV programs.

Because we operate in a highly regulated industry, we are subject to compliance reviews and claims of noncompliance and related lawsuits by government agencies, accrediting agencies and third parties, including claims brought by third parties on behalf of the federal government. For example, the Department of Education regularly conducts program reviews of educational institutions that are participating in Title IV programs, and the Office of Inspector General of the Department of Education regularly conducts audits and investigations of such institutions. The Department of Education could limit, suspend, or terminate our participation in Title IV programs or impose other penalties such as requiring us to make refunds, pay liabilities, or pay an administrative fine upon a material finding of noncompliance.

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The Department of Education conducted four campus-based program reviews of Strayer University’s administration of Title IV programs in three states and the District of Columbia, with one on-site review conducted August 18-20, 2014; one on-site review conducted September 8-11, 2014; and two on-site reviews conducted September 22-26, 2014. On October 21, 2014, the Department of Education issued an Expedited Final Program Review Determination Letter for one of the program reviews conducted the week of September 22, 2014, closing the program review with no further action required by us. On November 17, 2014, we received a Program Review Report for the program review conducted in August 2014, and provided a response to the Department of Education on December 15, 2014. On January 7, 2015, we received a Final Program Review Determination letter from that August 2014 review, closing the program review with no further action required by us. On March 24, 2015, the Company received a Program Review Report for another program review, and provided a response to the Department on April 21, 2015. On April 29, 2015, the Company received a Final Program Review Determination Letter closing the review and identifying a payment of less than $500 due to the Department of Education based on an underpayment on a return to Title IV calculation. The Company remitted payment, and received a letter from the Department on May 26, 2015, indicating that no further action was required and that the matter was closed. On September 15, 2015, the Company received a Program Review Report for the final program review, and provided a response to the Department on October 5, 2015. On January 5, 2016, the Company received a Final Program Review Determination Letter for the final program review, indicating that this program review was closed and no further action was required.

On August 21, 2014, the Department of Education notified Strayer University that its Program Participation Agreement was approved on a provisional basis because of the Department of Education’s program reviews open at the time of issuance. On October 1, 2014, we received a fully executed provisional Program Participation Agreement which allows us to continue to administer Title IV aid through June 30, 2017, subject to the condition that Strayer University must obtain the Department of Education’s approval for substantial changes, including the addition of any new location, level of academic offering, or non-degree and degree programs. Strayer University timely applied to the Department of Education for recertification to participate in Title IV programs on March 29, 2017. While that application is pending, Strayer University’s existing provisional Program Participation Agreement is automatically extended on a month-to-month basis until the Department issues its decision on the application for recertification.

If we fail to obtain recertification by the Department of Education when required, we would lose our ability to participate in Title IV programs.

An institution generally must seek recertification from the Department of Education at least every six years and possibly more frequently depending on various factors, such as whether it is provisionally certified. The Department of Education may also review an institution’s continued eligibility and certification to participate in Title IV programs, or scope of eligibility and certification, in the event the institution undergoes a change in ownership resulting in a change of control or expands its activities in certain ways, such as the addition of certain types of new programs, or, in certain cases, changes to the academic credentials that it offers. In certain circumstances, the Department of Education must provisionally certify an institution. The Department of Education may withdraw our certification if it determines that we are not fulfilling material requirements for continued participation in Title IV programs. If the Department of Education does not renew, or withdraws our certification to participate in Title IV programs, our students would no longer be able to receive Title IV program funds, which would have a material adverse effect on our business.

Each institution participating in Title IV programs must enter into a Program Participation Agreement with the Department of Education. Under the agreement, the institution agrees to follow the Department of Education’s rules and regulations governing Title IV programs. On October 1, 2014, Strayer University received an executed provisional Program Participation Agreement with the Department of Education allowing it to participate in Title IV programs until June 30, 2017. The Program Participation Agreement was issued on a provisional basis because of the Department of Education’s program reviews open at the time of issuance. Under the provisional agreement, the only material additional condition that Strayer University must comply with is obtaining Department of Education approval for substantial changes, including the addition of any new location, level of academic offering, or non-degree and degree programs. Strayer University timely applied to the Department of Education for recertification to participate in Title IV programs on March 29, 2017. While that application is pending, Strayer University’s existing provisional Program Participation Agreement is extended on a month-to-month basis until the end of the month in which the Department issues its decision on the application for recertification.

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Item 2. Unregistered ~~Sale~~sSales of Equity Securities and Use of Proceeds

During the three months ended June 30, ~~2016,~~2017, we did not repurchase any shares of common stock under our repurchase program. The remaining authorization for our common stock repurchases was $70.0 million atas of June 30, ~~2016,~~2017, and is available for use through December 31, ~~2016.~~2017.

Item 3. Defaults Upon Senior ~~Securitie~~sSecurities

None

Item 4. Mine Safety ~~Disclosure~~sDisclosures

Not applicable

Item 5. Other ~~Informatio~~nInformation

~~Not applicable~~

None

Item 6. ~~Exhibit~~sExhibits

The exhibits required to be filed as part of this Quarterly Report on Form 10-Q are listed in the Exhibit Index attached hereto and are incorporated herein by reference.

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~~SIGNATURE~~SSIGNATURES

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


	STRAYER EDUCATION, INC.

	By:	/s/ Daniel W. Jackson
	Daniel W. Jackson
	Executive Vice President and Chief Financial Officer
	Date: July ~~28, 2016~~27, 2017

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Exhibit ~~Inde~~xIndex


Exhibit		Description
3.1		Amended Articles of Incorporation and Articles Supplementary of the Company (incorporated by reference to Exhibit 3.01 of the Company’s Annual Report on Form 10-K (File No. 000-21039) filed with the Commission on March 28, 2002).
3.2		Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Commission on November 4, 2010).
3.3		First Amendment to the Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Commission on April 17, 2017).
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934.

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.		INS XBRL Instance Document

101.		SCH XBRL Schema Document

101.		CAL XBRL Calculation Linkbase Document

101.		DEF XBRL Definition Linkbase Document

101.		LAB XBRL Label Linkbase Document

101.		PRE XBRL Presentation Linkbase Document


								Accumulated
				Additional				Other
	Common Stock			Paid-in		Retained		Comprehensive
	Shares	Par Value		Capital		Earnings		Income (Loss)		Total
Balance at December 31, 2014	10,903,341	$	109	$	14,550	$	77,985	$	88	$	92,732
Tax shortfall associated with stock-based compensation arrangements	—		—		(25)		—		—		(25)
Restricted stock grants, net of forfeitures and conversions	124,924		1		(1)		—		—		—
Stock-based compensation	—		—		4,923		—		—		4,923
Change in fair value of derivative instrument, net of income tax	—		—		—		—		(233)		(233)
Net income	—		—		—		23,259		—		23,259
Balance at June 30, 2015	11,028,265	$	110	$	19,447	$	101,244	$	(145)	$	120,656

								Accumulated
				Additional				Other
	Common Stock			Paid-in		Retained		Comprehensive
	Shares	Par Value		Capital		Earnings		Income (Loss)		Total
Balance at December 31, 2015	11,027,177	$	110	$	24,738	$	118,008	$	—	$	142,856
Tax shortfall associated with stock-based compensation arrangements	—		—		(50)		—		—		(50)
Restricted stock grants, net of forfeitures	137,734		2		(2)		—		—		—
Stock-based compensation	—		—		4,926		—		—		4,926
Net income	—		—		—		20,206		—		20,206
Balance at June 30, 2016	11,164,911	$	112	$	29,612	$	138,214	$	—	$	167,938