1
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 QUARTER ENDED SEPTEMBER 30, 1997

STRAYER EDUCATION, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN THIS CHARTER)
SEC FILE NUMBER: 0-21039

Maryland 52-1975978

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

1025 15th Street, N.W.
Washington, DC 20005 20005

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (202) 408-2400

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, AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES /X/ NO / /

AS OF SEPTEMBER 30, 1997, THERE WERE OUTSTANDING 10,301,510 SHARES OF COMMON
STOCK, PAR VALUE $.01 PER SHARE, OF THE REGISTRANT.
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STRAYER EDUCATION, INC.
INDEX
FORM 10-Q

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets at
December 31, 1996 and September 30, 1997. . . . . . . . . . . . . . . . 3

Condensed Consolidated Statements of Income
for the three and nine month periods ended September 30, 1996 and 1997. . 4

Condensed Consolidated Statements of Cash Flows
for the nine month periods ended September 30, 1996 and 1997. . . . . . . 5

Notes to Condensed Consolidated Financial Statements. . . . . . . . . . . 6

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . . . . . . . 8

PART II - OTHER INFORMATION

Items 1-6, Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . 10

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

INDEX TO EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

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STRAYER EDUCATION, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

ASSETS
December 31, September 30,
1996 1997
--------------------- -------------------
Current Assets: (Unaudited)

Cash and cash equivalents $11,777 $19,908

Marketable securities available for sale, at market 5,057 5,623

Short-term investments - restricted 807 869

Tuition receivable, net of allowances for doubtful accounts 8,923 10,180

Inventories 923 488

Deferred income taxes 112 224

Other current assets 197 184
--------------------- ------------------

Total current assets 27,796 37,476

Student loans receivable, net of allowances for losses 2,799 4,275

Property and equipment, net 7,063 8,027

Investments in marketable securities available for sale, at market 10,070 27,778

Other assets 94 269
--------------------- ------------------

Total assets $47,822 $77,825
===================== ==================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

Trade accounts payable $332 $173

Accrued expenses 710 434

Income taxes payable --- 490

Unearned tuition 11,150 15,412

Other current liabilities 30 1,201
--------------------- ------------------

Total current liabilities 12,222 17,710

Deferred income taxes 189 343
--------------------- ------------------

Total liabilities 12,411 18,053
--------------------- ------------------

Stockholders' equity:

Common Stock - Par value $.01; 50,000,000 shares authorized;
9,450,000 and 10,301,510 shares issued and outstanding, respectively 95 103

Additional paid-in capital 31,192 46,974

Retained earnings 3,893 12,159

Net unrealized gains on investments, net of deferred income taxes 231 536
--------------------- ------------------

Total stockholders' equity 35,411 59,772
--------------------- ------------------

Total liabilities and stockholders' equity $47,822 $77,825
===================== ==================

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

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STRAYER EDUCATION, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

For the three months For the nine months
ended September 30, ended September 30,
------------------- -------------------

1996 1997 1996 1997
---- ---- ---- ----

Net Revenues: $8,305 $10,030 $32,334 $37,442
----------- ----------- ----------- -----------

Costs and Expenses:

Instruction and educational support 4,055 4,737 13,153 14,172

Selling and promotion 1,344 1,886 3,073 4,127

General and administration 1,924 1,967 6,095 5,157
----------- ----------- ----------- -----------
7,323 8,590 22,321 23,456
----------- ----------- ----------- -----------

Income from operations 982 1,440 10,013 13,986

Investment and other income 380 1,093 756 2,218
----------- ----------- ----------- -----------
Income before income taxes 1,362 2,533 10,769 16,204
----------- ----------- ----------- -----------

Provision for income taxes:

Current 127 981 127 6,350

Deferred (79) (101) (79) (147)
----------- ----------- ----------- -----------
48 880 48 6,203
----------- ----------- ----------- -----------

Net income $1,314 $1,653 $10,721 $10,001
=========== =========== =========== ===========

Pro forma information (for 1996 - see Note 4):

Income taxes 491 4,170
----------- -----------

Net income $823 $6,551
=========== ===========

Primary net income per share (pro forma for 1996) $0.09 $0.16 $0.82 $0.97
=========== =========== =========== ===========
Weighted average shares outstanding (pro forma for 1996) 9,043 10,644 7,948 10,291
=========== =========== =========== ===========

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

STRAYER EDUCATION, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(AMOUNTS IN THOUSANDS)

For the nine months September 30,
----------------------------------------
Cash flow from operating activities
1996 1997
----- ----

Net income $10,721 $10,001

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

Deferred tax expense (79) (147)
Depreciation and amortization 630 895
Changes in assets and liabilities
Short-term investments - restricted (21) (62)
Tuition receivable, net 1,396 (1,257)
Inventories 179 435
Other current assets (325) 13
Trade accounts payable 954 (159)
Accrued expenses (152) (276)
Income taxes receivable --- 490
Unearned tuition 3,284 4,262
Other current liabilities 66 1,171
Student loans originated or acquired (2,535) (3,209)
Collections on student loans receivable 992 1,733
Proceeds from sale of loans 212 ---
----------------- ---------------
Net cash provided by operating activities 15,322 13,890
----------------- ---------------

Cash flows from investing activities:

Increase in deposits --- (175)

Purchases of property and equipment (1,295) (1,859)

Purchases of marketable securities (34,388) (27,647)

Maturities of marketable securities 20,491 9,868

----------------- ---------------
Net cash used in investing activities (15,192) (19,813)
----------------- ---------------

Cash flows from financing activities:

Net proceeds from stock issuances 31,313 15,790

Distributions to stockholders (23,742) ---

Dividends paid (1,060) (1,820)

Other --- 84

----------------- ---------------
Net cash provided by financing activities 6,511 14,054
----------------- ---------------

Net increase in cash 6,641 8,131

Cash and cash equivalents - beginning of period 8,992 11,777

----------------- ---------------
Cash and cash equivalents - end of period $15,633 $19,908
================= ===============

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

STRAYER EDUCATION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
INFORMATION AS OF SEPTEMBER 30, 1996 AND 1997 IS UNAUDITED.

1. ORGANIZATION AND BASIS OF PRESENTATION

Strayer Education, Inc. (the Company) was formed on May 10, 1996, as a
Maryland corporation. The Company commenced operations on July 25,
1996.

On July 30, 1996 the Company completed an initial public offering (the
"Offering") of its common stock. The Company sold 3,450,000 shares in
the Offering at a price of $10 per share. Net proceeds to the Company
were $31,313,000. Prior to the closing of the Offering, the Company
exchanged 5,999,000 shares of its common stock for 100% of the
outstanding common stock of Strayer College, Inc. (the College).
Approximately $19,838,000 of the net proceeds of the Offering were
paid to the stockholders of the College as a distribution of earnings
on which the stockholders had previously paid income taxes during the
period the College was an S Corporation.

Contemporaneously with the closing of the initial public offering, the
Company acquired Education Loan Processing, Inc. (ELP) at a purchase
price of $1,060,000, ELP's net book value. ELP was incorporated in
December 1994 and began operations in January 1995. ELP was wholly
owned by a stockholder of the Company.

Under generally accepted accounting principles, the College's and
ELP's bases in their assets and liabilities were carried over to the
Company and the operations of the College, ELP and the Company were
retroactively combined in a manner similar to a pooling of interest,
because these acquisitions were combinations of entities under common
control. All significant intercompany accounts and transactions have
been eliminated.

In May 1997, the Company formed and incorporated a new wholly-owned
subsidiary, Professional Education, Inc. (ProEd). ProEd is currently
seeking regulatory approval from the Maryland Higher Education
Commission.

Consistent with the financial statements included in the Company's
prospectus and the reorganization of the Company in connection with
the completion of the initial public offering, the 1996 financial
statements are presented on a combined basis and the 1997 financial
statements are presented on a consolidated basis. The accompanying
1997 financial statements include the accounts of the Company, the
College, ELP and ProEd, collectively referred to herein as the
"Company or Companies."

The results of operations for the three and nine month periods ended
September 30, 1996 and 1997 are not necessarily indicative of the
results to be expected for the full fiscal year. All information as
of September 30, 1997, and for the three and nine month periods ended
September 30, 1996 and 1997 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 Companies.

Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested
that these condensed consolidated financial statements be read in
conjunction with the financial statements and notes thereto included
in the Company's Form 10-K for the fiscal year ended December 31,
1996.

2. NATURE OF OPERATIONS

The College is a regional proprietary accredited institution of higher
education that provides undergraduate and graduate degrees in various
fields of study through its nine campuses in the District of Columbia,
Virginia and Maryland.

ELP is a finance company that purchases and services student loans,
principally for the College. For purposes of the consolidated
balance sheets, all of ELP's assets and liabilities have been
classified as current assets and liabilities with the exception of
student loans receivable, which have been classified as noncurrent to
be consistent with industry practice.

ProEd specializes in corporate training and continuing professional
education courses for individuals.

3. INCOME TAXES

Prior to July 30, 1996, the financial statements of the Companies did
not include a provision for income taxes because the taxable income of
the College and ELP was included in the income tax returns of the
stockholders under the S Corporation elections.

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STRAYER EDUCATION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
INFORMATION AS OF SEPTEMBER 30, 1996 AND 1997 IS UNAUDITED

In connection with the formation of Strayer Education, Inc., the
initial public offering of the Company's common stock and the
acquisition of the College and ELP by Strayer Education, Inc.,
effective July 25, 1996, the College and ELP are no longer treated as
S Corporations for tax purposes. The Companies now provide for
deferred income taxes based on temporary differences between financial
statement and tax bases of assets and liabilities using enacted tax
rates in effect in the year in which the differences are expected to
reverse.

4. INCOME PER SHARE

Pro forma 1996 weighted average shares outstanding reflect the
acquisition of the College by the Company in exchange for 5,999,000
shares of common stock, as if it had occurred on January 1, 1996.
Subsequent to the closing of the initial public offering, the Company
made a distribution to the stockholders of the College in respect of
earnings previously subject to income tax during the College's period
as an S Corporation (the "S Corp. Distribution"). As a result, pro
forma weighted average shares outstanding also give effect to the
increase in the number of shares which, when multiplied by the net per
share proceeds of the Offering, would have been necessary to fund
distributions to the stockholders, including the S Corp. Distribution,
during the 12 months ended July 1996, to the extent that such
distributions exceeded net income during the same period.

Fully diluted income per share for 1997 is not significantly different
from the primary amounts.

In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per
Share" (FAS 128). FAS 128 simplifies the existing earnings per share
(EPS) computations under Accounting Principles Board Opinion No. 15,
"Earnings Per Share," revises disclosure requirements, and increases
the comparability of EPS data on an international basis. In
simplifying the EPS computations, the presentation of primary EPS is
replaced with basic EPS, with the principal difference being that
common stock equivalents are not considered in computing basic EPS.
In addition, FAS 128 requires dual presentation of basic and diluted
EPS. FAS 128 is effective for financial statements issued for periods
ending after December 15, 1997. The Company's basic and diluted EPS
under FAS 128 would have been $0.16 and $0.16, respectively, for the
three months ended September 30, 1997, and $1.01 and $0.97,
respectively, for the nine months ended September 30, 1997.

5. CREDIT FACILITY

The Company has available a credit facility from a bank in the amount
of $10.0 million. Interest on any borrowings under the facility will
accrue at an annual rate not to exceed 0.75% above the London
Interbank Offered Rate. The Company will not pay a fee for this
facility, but in the event of any borrowings, an origination fee of 1%
will be due on the amounts borrowed from time to time thereunder.

6. PUBLIC OFFERING

In April 1997, the Company completed a public offering of 772,500
shares of common stock. Net proceeds from the offering were $15.2
million.

7. SUBSEQUENT EVENTS

The Company's Board of Directors declared a dividend of $.065 per
share to shareholders of record as of October 14, 1997. In addition,
the Company's Board of Directors approved a 3-for2 stock split to be
effected by way of a 50 percent stock dividend. The stock dividend is
payable on November 18, 1997 to shareholders of record on November 4,
1997.

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ITEM 2: MANAGEMENTS'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

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 on Form 10-Q are forward-looking
statements. These statements involve risks and uncertainties that
could cause the actual results to differ materially from those
expressed in or implied by such statements.

THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1996

Revenues. Total revenues increased 20.8% from $8.3 million in the
third quarter of 1996 to $10.0 million in the third quarter of 1997,
principally due to an increase in student enrollments and a 5% tuition increase
effective for 1997.

Instruction and educational support expenses. Instruction and
educational support expenses increased 16.8% from $4.1 million in the third
quarter of 1996 to $4.7 million in the third quarter of 1997. A salary
increase of 5% effective in 1997 and the additional salaries of the employees
at the Prince George's County Campus and the Distance Learning Center, which
opened in 1997, contributed to this increase.

Selling and promotion expenses. Selling and promotion expenses
increased 40.3% from $1.3 million in the third quarter of 1996 to $1.9 million
in the third quarter of 1997, due to an increase in advertising costs,
particularly for television advertising, increased advertising related to the
opening of the Prince George's County Campus and Distance Learning Program, and
an increase in the number of admissions representatives in Maryland and
personnel in the College's Corporate Outreach Program.

General and administration expenses. General and administration
expenses increased 2.2% from $1.9 million in the third quarter of 1996 to $2.0
million in the third quarter of 1997, principally due to price increases for
supplies and utilities.

Income from operations. Operating income increased 46.6% from $1.0
million in the third quarter of 1996 to $1.4 million in the third quarter of
1997. The increase was due to the aforementioned factors.

Investment and other income. Investment and other income increased
187.6% from $0.4 million in the third quarter of 1996 to $1.1 million in the
third quarter of 1997. The increase was due to additional investment income
received from the investment of the proceeds of the Company's two public
offerings and cash available from operations.

Net income. Net income increased 100.9% from $0.8 million on a pro
forma basis in the third quarter of 1996 to $1.7 million in the third quarter
of 1997.

NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1996

Revenues. Total revenues increased 15.8% from $32.3 million for the
nine months ended September 30, 1996 to $37.4 million for the corresponding
period in 1997, principally due to an increase in student enrollments and a 5%
tuition increase effective for 1997.

Instruction and educational support expenses. Instruction and
educational support expenses increased 7.7% from $13.2 million for the nine
months ended September 30, 1996 to $14.2 million for the corresponding period
in 1997. The increase was due to a salary increase of 5% effective in 1997 and
additional personnel at the Prince George's County Campus and the Distance
Learning Center.

Selling and promotion expenses. Selling and promotion expenses
increased 34.3% from $3.1 million for the nine months ended September 30, 1996
to $4.1 million for the corresponding period in 1997, due to an increase in
advertising costs, particularly for television advertising, increased
advertising related to the opening of the Prince George's County Campus and the
Distance Learning Program, and an increase in the number of admissions
representatives in Maryland and personnel in the College's Corporate Outreach
Program.

General and administration expenses. General and administration
expenses decreased 15.4% from $6.1 million for the nine months ended September
30, 1996 to $5.2 million for the corresponding period in 1997, principally due
to a reduction in the bad debt experience rate on tuition receivable and a
decrease in rent due to the purchase of the Loudoun Campus in November 1996.
These factors were offset in part by price increases for supplies and
utilities.

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ITEM 2: MANAGEMENTS'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Income from operations. Operating income increased 39.7% from $10.0
million for the nine months ended September 30, 1996 to $14.0 million for the
corresponding period in 1997. The increase was due to the aforementioned
factors.

Investment and other income. Investment and other income increased
193.4% from $0.8 million for the nine months ended September 30, 1996 to $2.2
million for the corresponding period in 1997. The increase was due to
additional investment income received from the investment of the proceeds from
the Company's two public offerings and cash available from operations.

Net income. Net income increased 52.7% from $6.6 million on a pro
forma basis for the nine months ended September 30, 1996 to $10.0 million for
the corresponding period in 1997.

LIQUIDITY AND CAPITAL RESOURCES

Prior to the initial public offering of its common stock, the Company financed
its operating and capital requirements through cash generated from operating
activities or, in the case of ELP, capital contributions from ELP's
stockholder. The Company realized net proceeds of approximately $31.3 million
from the initial public offering, of which it used $19.8 million to fund S
Corporation distributions, $1.1 million to fund the acquisition of ELP, and
$3.1 million to fund the purchase of the Loudoun Campus facility. The
remaining $7.3 million was used to fund student loans and for working capital
purposes, including improvements to the College's computer laboratories.

In April 1997, the Company received approximately $15.2 million in net proceeds
from a public offering of 772,500 shares of common stock. In addition, on
March 31, 1997, the Company obtained a credit facility from a bank in the
amount of $10.0 million. Interest on any borrowings under the facility will
accrue at an annual rate not to exceed 0.75% above the London Interbank Offered
Rate. The Company will not pay a fee for this facility, but in the event of
any borrowings, an origination fee of 1% will be due on the amounts borrowed
from time to time thereunder.

The Company believes that existing cash and cash equivalents, marketable
securities, cash generated from operating activities and, if necessary, cash
borrowed under the credit facility will be sufficient to meet the Company's
requirements for at least the next 24 months. If the College decides to
purchase a campus facility, it may finance the acquisition with indebtedness.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None

ITEM 2. CHANGES IN SECURITIES.

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS.

None

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a) Exhibits: The following are annexed as Exhibits:

Exhibit Number Description
- -------------- -----------

11 Earnings Per Share Calculation
27.2 Financial Data Schedule

a) Reports on Form 8-K:

None

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this
statement is being signed by a duly authorized officer of the Registrant and in
the capacity as the principal financial officer.

STRAYER EDUCATION, INC.

[SIG]
---------------------------------

Chief Financial Officer

Date: November 10, 1997

INDEX TO EXHIBITS

EXHIBITS NUMBER DESCRIPTION PAGE
- --------------- ----------- ----

11 Earnings Per Share Calculation 13
27.2 Financial Data Schedule 14