Stride Annual Report 2021

Plain-text annual report

Annual Report 2021 Learning at Every Step Stride’s mission is to help learners of all ages reach their full potential through inspired teaching and personalized learning. WELCOME LETTER To our fellow shareholders 2021 was a landmark year for the country and the company. The world rapidly changed around us, and we needed to adapt as a society. At Stride, we were proud to offer hope amid the chaos the pandemic brought us this past year. Being a world-class education services provider is more than just a tagline for us. At Stride, we are committed to ensuring that every learner—whether in ﬁrst grade, honing skills for their ﬁrst job, or ﬁnding a new career—has access to the quality academic and professional training programs they want and deserve. This commitment had added signiﬁcance this year. The pandemic and the monumental shift to home-based learning and working is genuinely transforming our country—from the classroom to the cubicle. And Stride is at the center of this transformation. We value our responsibility to prepare students for their lifelong journey as learners and earners. This journey may consist of specialized training, industry certiﬁcations, or a college degree. It may include the pursuit of an entrepreneurial dream or service in the United States military. The truth is, no matter where someone is on this journey, Stride is committed to helping them achieve their goals. That is why this year, we have been more determined than ever to provide rigorous and inspiring programs and services for every Stride- powered learner. From our customized online teacher training sessions to new developments in student-teacher interaction to state-of-the- art researched-based learning platforms, we are laser-focused on protecting our position as the leader in the growing and dynamic EdTech space. To this end, we have focused on four key areas and opportunities for long-term growth: • Shaping our role in mainstream culture; • Building our career learning business and footprint; • Driving learner outcomes; and • Reimagining and expanding the online and blended learning experience Each of these focus areas supports our top priority to provide personalized education options to learners of all ages and help them achieve their academic and career goals. At the same time, we continue to deliver on our promise of fostering a culture of innovation, student excellence, and long-term value for our shareholders. James Rhyu Chief Executive Officer I II STRIDE ANNUAL REPORT 2021OUR ROLE Shaping our role in mainstream culture In 2019, roughly five percent of K–12 students1 used some form of online learning. That is compared to nearly 93% of families2 using online learning during the pandemic. These numbers represent a monumental opportunity for our company and its continued growth. The pandemic has changed the way most Americans think and talk about education. As our country adapts, the role of K–12 school and adult learning evolves, and we bid farewell to “emergency online learning,” it is vitally important we continue to shape the online classroom’s position in mainstream culture. How are we doing that? One way is through our commitment to a series of enrichment initiatives targeted at both the mainstream and niche consumers. This includes boosting participation in our eSports League and hosting a National Spelling Bee. Additionally, in the weeks, months, and years ahead, the Stride team will continue to spearhead various initiatives across teams and departments to design and implement new tools that will help us leverage this moment. Again, our ultimate goal is two-fold: 1) to ensure every enrolled student’s experience is insightful and engaging, and 2) to raise awareness of what a high-quality online or blended learning experience can offer. Online schools and programs across the country have seen an explosive increase in interest, and we strive to meet this demand— among families, school districts, and businesses. Today, our platform— built on more than 20 years of experience as a leader in online education—has served more than 3 million learners. Our internal teams have been working hand-in-hand with our strategic partners to support the growing curriculum, training, and technology needs of the schools, districts, and institutions we serve. 1 Forbes, “Disrupting Education. “The Rise Of K–12 Online And The Entrepreneurial Opportunities,” August 2019 2 United States Census Bureau. “Nearly 93% of Households with School-Age Children Report Some Form of Distance Learning During COVID-19,” August 2020 III BUILDING BUSINESS Building Our Career Learning Business and Footprint IV STRIDE ANNUAL REPORT 2021 A recent Adecco survey3 found that “92% of executives think that American workers aren’t as skilled as they need to be … (and) 30% think that company profits are being hurt” because of this. Another study conducted by Stride4 indicates nearly 90% of parents believe “career learning programs can help prepare the future workforce to contribute to the American economy.” To better address the nation’s skills gap and provide early career and immersive training opportunities that adult learners are searching for, Stride acquired Tech Elevator5 and MedCerts6 in late 2020. Both are leading workforce development companies dedicated to IT and healthcare-related skills training, respectively. Our investments in MedCerts and Tech Elevator also beneﬁt the schools we serve as we continue to expand and strengthen our technical education expertise and build a world-class career learning and healthcare education program. This year, we adapted MedCerts’ training and curricula for high schoolers and expanded it to include six offerings during the 2021–2022 school year. To better reﬂect our continued commitment to lifelong learning and our growing portfolio of adult learning options, we announced our company’s brand change to Stride, Inc. in late 2020. This change reﬂects the company’s preeminent focus on removing barriers that impact academic equity and highlights our enduring legacy of providing a personalized, high-quality education for anyone—no matter who they are, their age, or where they live. This year, we also committed to strengthening Stride Career Prep7: a suite of programs and offerings that combine traditional high school academics with career technical education to prepare students for college and careers. The students we serve beneﬁt from inspired teaching, project- based learning, and career- and industry-focused coursework that exposes them to in-demand career ﬁelds, providing the skills they’ll need for success in and after high school. Today, Stride Career Prep is helping more than 30,000 students across the country explore the job ﬁelds of their dreams. 3 Adecco, “The American Skills Gap is Real,” June 2016 4 Destinations Career Academy, “Parents View Career Learning as a Solution to Job Market Woes and International Competition,” October 2020 5 Tech Elevator, “Tech Elevator Acquired by Stride, Inc. to Expand Technical Education and Job Transformation Capabilities Across Country,” November 2020 6 MedCerts, “Stride, Inc. to Acquire Healthcare Talent Development Pioneer, MedCerts,” November 2020 7 Stride, Inc. “Stride Career Prep” Helping working professionals advance their careers. In November 2020, Stride grew its portfolio of adult education offerings with its acquisitions of Tech Elevator and MedCerts. At Tech Elevator’s campuses across the U.S. and through live virtual programs, students seeking to join the rapidly growing field of software engineering take part in intensive coding bootcamps in Java, C#, and .NET coding languages. Through MedCerts, one of Inc.’s Fastest Growing Private Companies, students participate in online and hands-on career training courses in healthcare and medical fields as they prepare for national certifications and explore career options with the support of personal advisors and career coaches. Stride’s acquisitions of MedCerts and Tech Elevator come when the demand for IT-related and healthcare workers is particularly strong. For example, the U.S. Bureau of Labor and Statistics projects employment of software developers to grow 22 percent by 2029 across diverse industries. And today, the healthcare sector employs 11 percent of American workers and is projected to add nearly 2.4 million jobs. 0101001 0100101 0101001 0100101 0101001 0100101 0101001 0100101 0101001 0100101 0101001 0100101 0101001 0100101 0101001 0100101 V BUILDING BUSINESS Our Commitment to Lifelong Learning Now and in the future, we will continue these efforts to meet our 2030 goal to support more than 100,000 high school students in graduating from Stride Career Prep programs and support more than 200,000 graduates from Stride’s adult learning programs. Our investments in workforce development highlight our commitment to lifelong learning from kindergarten through adulthood. Ultimately, our programs can contribute to better jobs, which could mean more financial security for learners and their families and a stronger economic future for our country. VI STRIDE ANNUAL REPORT 2021OUTCOMES Driving Learner Outcomes While we are excited about the growth prospects in our career and adult learning businesses, we focus equally on ensuring learners achieve outcomes that students and families deserve. Our recent successes amid the ongoing pandemic highlight this commitment: we celebrated a record 11,000+ graduates from Stride’s K12-powered programs; enrollment across grade levels and states is up; and student retention rates are climbing. This year, we renewed our commitment to the academic and personal success of all learners with the launch of the Stride Graduation Guarantee: an initiative that provides eligible students enrolled in Stride K12-powered full-time public schools and programs with a guaranteed path to graduate high school, no matter what. If a student ages out of a tuition-free public education option and their school no longer has the capacity to support them, Stride will cover the costs of tuition at a Stride private school of Stride’s choice or provide other remediation offered by Stride until the student achieves the credits necessary to earn their high school diploma. Stride’s 6,000+ network of educators and school leaders are at the heart of everything we do to drive outcomes. That is why we are committed to providing them with the resources and opportunities they need to succeed and lead. One such resource is the “Walk the Halls Support” initiative. As part of this program, talent development specialists visited classrooms this year to monitor how teachers—particularly those new to the virtual classroom—manage the transition to an online learning environment. During their visits, specialists determine where targeted support and professional development might be necessary in three categories: academic feedback, assessment and state-tested standards, and student engagement. As the pandemic has reminded us, we must be fully committed to preparing the next generation of educators and administrators. More than 70 percent8 of U.S. parents say schools should offer online learning options post-COVID. A new partnership between Teach For America (TFA) and Stride, Inc. is helping to address this issue. 8 Stride, Inc. “New Survey Shows Parents Want Multiple Education Choices for Their Kids,” May 2021 VII This year, we also: • Led a partnership effort with the National Association of Black Male Educators. This initiative provides professional development and recruitment opportunities for Black male teachers and leaders— an often-overlooked and discounted demographic; • Celebrated ﬁve new graduates of the master’s degree program in online instruction for teachers. This program is part of Stride’s joint partnership with Southern New Hampshire University (SNHU); • Created a New Teacher Onboarding Program (NTOP), which includes specialized lessons in online instruction and student engagement strategies, personalized virtual sessions on supporting special programs, and other ongoing support for newly hired educators; and During the summer of 2021, more than 500 of TFA’s incoming teachers provided summer learning opportunities for students enrolled in Stride’s Summer Enrichment Camp. These teachers gained practical experience working with students in a virtual setting. They had the opportunity to teach, observe, and receive coaching and feedback as part of their pre-service training. Since its inception, Stride has fostered a culture of innovation that seeks to eliminate barriers to high-quality education—in a socially conscious and sustainable way. Our ﬁrst comprehensive Environmental, Social, and Governance Report published this year highlights this commitment and provides a foundation for disclosing our ESG efforts in the years to come. Our four ESG “cornerstones” noted in the report inform our work to educate learners and build a healthier, stronger society. These cornerstones encompass our efforts to: • Expand lifelong learning for today’s digital workforce • Support racial and socioeconomic equity and inclusion • Launched a new Mentor • Foster transparent leadership, governance and Training Program to help build collaboration and networking opportunities among Stride’s network of teachers and school leaders. professional development • Contribute to a sustainable world As managers of risk and stewards of enterprise value, our Board of Directors plays a vital role in using these cornerstones to assess our organization’s long-term sustainability. VIII STRIDE ANNUAL REPORT 2021 Beating the COVID Slide We know the national conversation about online learning has changed forever over the course of the COVID-19 pandemic, and Stride continues to be at the forefront of providing academic solutions that work. Despite widespread evidence of a “COVID slide” of learning loss for students in the U.S. during the pandemic, Stride K12-powered schools reported lower learning loss rates than those reported in national studies. In some cases, students enrolled in Stride K12- powered schools experienced learning gains, as published in a 2021 report based on the Northwest Evaluation Association (NWEA) research. These results demonstrate a clear difference between an experienced online solution provider and those solutions that were quickly assembled in response to the pandemic. Some families and schools are choosing blended learning options for their students. In contrast, others—whether due to access to career prep programs, learning preference, flexibility, or medical needs—are opting for full-time online programs. Stride K12-powered schools reported lower learning loss rates than those reported in national studies. IX X STRIDE ANNUAL REPORT 2021THE EXPERIENCE Reimagining and Expanding the Online and Blended Learning Experience Stride’s growth over the years is due in large part to our company-wide commitment to personalized education. From athletes and advanced learners to homeschoolers and children with special needs, the online classroom provides students from every background and walk of life with an education that works for them. Among many changes to our classes and learning sessions to make them more interactive, we launched a new Learning Coach Community that helps strengthen student and family engagement. We also updated the core features of the new online learning management system (OLS) to help streamline the learning process for kindergarteners through ﬁfth-graders. The shift to school from home means that more families are seeking out Stride’s offerings and digital solutions. And, while full- time online school might still not be for every family, many more families now recognize it as an option. This year, Stride teams: • Developed nine Summer Career Experiences for seventh through twelfth-grade students. These programs are an excellent opportunity for current and prospective students to gain exposure to career skills while engaging in exciting activities; and • Strengthened partnerships with schools and districts to grow sales of a la carte products and services through our learning solutions business To this end, we continue to demonstrate how Stride K12-powered programs and services stand head and shoulders above the rest. Part of this effort means ensuring that existing and new customers are receiving the highest quality services possible. Since 2015, the percent of parents satisfied with the overall online learning experience at Stride has gone from 70% (2015) to 84% in 20209. Whether it’s our career learning business, learning solutions offerings, private schools, or general education programs, we’re working to strengthen the customer experience and customer retention—from the individual students we serve to our boards. 9 Stride, Inc. “Investor Relations: Investor Day,” 2020 XI LOOKING BACK Financial Results At the end of Fiscal Year 2021, Stride reported revenue of $1.54 billion, growing more than 47 percent year-over-year. The adjusted operating income was $161.4 million. Our cash, cash equivalents, and restricted cash were $386.6 million. Our company’s continued success and growth would not be possible without the teachers, school leaders and staff, and corporate teams truly devoted to student achievement. Maybe that is why Forbes10 announced that Stride is one of America’s Best Mid-Sized Employers for 2021. This honor demonstrates our commitment to support not only the lifelong learners we serve but each other as members of the same Stride family. XII STRIDE ANNUAL REPORT 2021 10 Forbes, “America’s Mid-Sized Employers 2021 List,” February 2021 2021 Highlights Revenue 2021 2020 2019 $1,536.8M $1040.8M $1015.8M Adjusted Operating Income1 2021 2020 2019 $161.4M $62.1M $65.1M Adjusted EBITDA2 2021 2020 2019 $239.9M $128.2M $133.6M Free Cash Flow3 2021 $81.9M 2020 $35.4M 2019 $93.2M 1 Adjusted operating income is deﬁned as income from operations as adjusted for stock-based compensation and the amortization of intangible assets. 2 Adjusted EBITDA is deﬁned as income from operations as adjusted for stock-based compensation expense and depreciation and amortization. 3 Free Cash Flow is deﬁned as net cash provided by operating activities less purchases of property and equipment, capitalized software development costs, and capitalized curriculum development costs. XIII I am immensely proud of and thank our dedicated staff and employees who go above and beyond each and every day to support our mission. I am also proud of our history as a trusted service provider for learners, families, schools, districts, and enterprises. And as the nation’s leading provider of online programs and services, we will continue to lead the way forward—during the ongoing pandemic and beyond. Both now and in the future, online schools, programs, and services will continue to be an integral part of the American education and workforce systems. At Stride, we are honored to be a trailblazer in this endeavor and look forward to the next stage of our company’s growth. I am privileged to share this journey with each of you and be a part of something changing the world. Trust me, we are just getting started. Warmest regards, James Rhyu Chief Executive Officer, Stride, Inc. LOOKING AHEAD Striding Forward XIV STRIDE ANNUAL REPORT 2021 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2021 For the transition period from to Commission file number 001-33883 Stride, Inc. (Exact name of registrant as specified in its charter) ☒ ☐ Delaware (State or other jurisdiction of incorporation or organization) 2300 Corporate Park Drive Herndon, VA 20171 (Address of Principal Executive Offices) 95-4774688 (I.R.S. Employer Identification No.) (703) 483-7000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, $0.0001 par value Trading Symbol LRN Name of each exchange on which registered New York Stock Exchange (NYSE) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  No  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 every Interactive Data File required to be submitted 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 such files). Yes  No  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer  Non-accelerated filer  Accelerated filer ☐ 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ The aggregate market value of the registrant’s voting and non-voting stock held by non-affiliates of the registrant as of December 31, 2020 was $638,551,439. Aggregate market value excludes an aggregate of approximately 11,481,403 shares of common stock held by officers and directors and by each person known by the registrant to own 5% or more of the outstanding common stock on such date. Exclusion of shares held by any of these persons should not be construed to indicate that such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant, or that such person is controlled by or under common control with the registrant. The number of shares of the registrant’s common stock outstanding as of July 30, 2021 was 41,591,963. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant’s definitive proxy statement for its 2021 annual meeting of stockholders to be filed pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended June 30, 2021, are incorporated by reference into Part III of this Form 10-K. 4 22 41 42 42 42 43 44 45 61 62 110 110 113 114 114 114 114 115 116 116 TABLE OF CONTENTS . Unresolved Staff Comments 1. B usiness 1A. Risk Factors 1B 2. 3. 4 Properties Legal Proceedings ine Safety Disclosures PART I ITEM ITEM ITEM ITEM ITEM ITEM PART II ITEM 5. arket for Registrant’s Common Equity, Related Stockholder M atters and Issuer Purchases of anagement’s Discussion and Analysis of Financial Condition and Results of Operations Q uantitative and Q ualitative Disclosures About M Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure arket Risk Equity Securities Selected Financial Data 6. ITEM 7. ITEM 7A. ITEM 8. ITEM 9. ITEM 9A. Controls and Procedures ITEM ITEM 9B PART III ITEM ITEM ITEM . Other Information 10. Directors, Executive Officers and Corporate G overnance 11. Executive Compensation 12. Security Ownership of Certain B eneficial Owners and, M anagement and Related Stockholder atters 13. Certain Relationships and Related Transactions, and Director Independence 14. Principal Accountant Fees and Services 15. Exhibit and Financial Statement Schedules 16. Form 10-K Summary ITEM ITEM PART IV ITEM ITEM 2 M M M M CERTAIN DEFINITIONS Unless the context requires otherwise, all references in this Annual Report on Form 10-K (the “Annual Report”) to “Stride,” “Company,” “we,” “our” and “us” refer to Stride, Inc. and its consolidated subsidiaries. SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS This Annual Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements other than statements of historical facts e have tried, whenever possible, to contained in this Annual Report on Form 10-K are forward-looking statements. W identify these forward-looking statements using words such as “anticipates,” “believes,” “estimates,” “continues,” “likely,” “may,” “opportunity,” “potential,” “projects,” “will,” “will be,” “expects,” “plans,” “intends,” “should,” “would” and similar expressions to identify forward-looking statements, whether in the negative or the affirmative. These statements reflect our current beliefs and are based upon information currently available to us. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance or achievements to differ materially from those expressed in, or implied by, such statements. These risks, uncertainties, factors and contingencies include, but are not limited to: • • • • • • • • • • • • • • • • reduction of per pupil funding amounts at the schools we serve; inability to achieve a sufficient level of new enrollments to sustain our business model; limitations of the enrollment data we present, which may not fully capture trends in the performance of our business; failure to enter into new school contracts or renew existing contracts, in part or in their entirety; failure of the schools we serve or us to comply with federal, state and local regulations, resulting in a loss of funding, an obligation to repay funds previously received, or contractual remedies; governmental investigations that could result in fines, penalties, settlements, or injunctive relief; declines or variations in academic performance outcomes of the students and schools we serve as curriculum standards, testing programs and state accountability metrics evolve; harm to our reputation resulting from poor performance or misconduct by operators or us in any school in our industry and/ or in any school in which we operate; legal and regulatory challenges from opponents of virtual public education or for-profit education companies; changes in national and local economic and business conditions and other factors, such as natural disasters, pandemics and outbreaks of contagious diseases and other adverse public health developments, such as coronavirus disease 2019 (“COV ID-19”); discrepancies in interpretation of legislation by regulatory agencies that may lead to payment or funding disputes; termination of our contracts, or a reduction in the scope of services, with schools; failure to develop the career readiness education business; entry of new competitors with superior technologies and lower prices; unsuccessful integration of mergers, acquisitions and joint ventures; failure to further develop, maintain and enhance our technology, products, services and brands; 3 • • • inadequate recruiting, training and retention of effective teachers and employees; infringement of our intellectual property; disruptions to our Internet-based learning and delivery systems, including, but not limited to, our data storage systems, resulting from cybersecurity attacks; • misuse or unauthorized disclosure of student and personal data; and • failure to prevent a cybersecurity incident that affects our systems. Forward-looking statements reflect our management’s expectations or predictions of future conditions, events or results based on various assumptions and management’s estimates of trends and economic and regulatory factors in the markets in which we are active, as well as our business plans. They are not guarantees of future performance. B y their nature, forward-looking statements are subject to risks and uncertainties. Our actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. There are a number of factors that could cause actual conditions, events or results to differ materially from those described in the forward-looking statements contained in this Annual Report. A discussion of factors that could cause actual conditions, events or results to differ materially from those expressed in any forward-looking statements appears in “Part 1— Item 1A— Risk Factors.” Readers are cautioned not to place undue reliance on forward-looking statements in this Annual Report or that Item 1A— Risk Factors” of this we make from time to time, and to consider carefully the factors discussed in “Part 1— Annual Report in evaluating these forward-looking statements. These forward-looking statements are representative only as of the date they are made, and we undertake no obligation to update any forward-looking statement as a result of new information, future events or otherwise. PART I ITEM 1. BUSINESS Company Overview e are an education services company providing virtual and blended learning. Our technology-based products and services enable our clients to attract, enroll, educate, track progress, and support students. These products and services, spanning curriculum, systems, instruction, and support services are designed to help learners of all ages reach their full potential through inspired teaching and personalized learning. Our clients are primarily public and private schools, school districts, and charter boards. Additionally, we offer solutions to employers, government agencies and consumers. e offer a wide range of individual products and services, as well as customized solutions, such as our most comprehensive school-as-a-service offering which supports our clients in operating full-time virtual or blended schools. M ore than three million students have attended schools powered by Stride curriculum and services since our inception. Our solutions address two growing markets: G eneral Education and Career Learning. General Education Career Learning • School-as-a-service • Stride Private Schools • Stride Career Prep school-as-a-service • Learning Solutions Career Learning software and • Learning Solutions software and services sales services sales • Adult Learning Products and services for the G eneral Education market are predominantly focused on core subjects, including math, English, science and history, for kindergarten through twelfth grade students to help build a common foundation of knowledge. Programs utilizing G eneral Education products and services are for students that are not specializing in any particular curriculum or course of study. These programs provide an alternative to traditional “brick-and-mortar” school options and address a range of student needs including, safety concerns, increased academic support, scheduling flexibility, 4 W W physical/health restrictions or advanced learning. Products and services are sold as a comprehensive school-as-a-service offering or à la carte. Career Learning products and services are focused on developing skills to enter and succeed in careers in high- growth, in-demand industries—including information technology, health care and business. Through our Career Learning programs, we offer middle and high school students content pathways that include job-ready skills and work experiences and, for high school students, that can lead toward an industry certification and/or college credits.   Like General Education product and services, the products and services for the Career Learning market are sold as a comprehensive school-as-a- service offering or à la carte. Through our Galvanize, Tech Elevator, and MedCerts brands, we also offer in-person and remote immersive programs and self-paced, structured online Career Learning programs to adult learners in data science, software engineering, healthcare, and medical fields, as well as providing staffing and talent development services to employers. These programs are offered directly to consumers, as well as to employers and government agencies. For both the General Education and Career Learning markets, the majority of revenue is derived from our comprehensive school-as-a-service offering which includes an integrated package of curriculum, technology systems, instruction, and support services that we administer on behalf of our customers. The average duration of the agreements for our school-as-a-service offering is greater than five years, and most provide for automatic renewals absent a customer notification within a negotiated time frame. During any fiscal year, we may enter into new agreements, receive non- automatic renewal notices, negotiate replacement agreements, terminate such agreements or receive notices of termination, or customers may transition a school to a different offering. Our History We were founded in 2000 to utilize advances in technology to provide children with access to a high-quality education regardless of their geographic location or socioeconomic background. Given the geographic flexibility of technology-based education, we believed we could help address the growing concerns regarding the regionalized disparity in the quality and breadth of available curriculum and instruction, both in the United States and abroad. The convergence of these factors and rapid advances in Internet networks created the opportunity to make a significant impact by deploying online learning software and systems on a flexible, online platform. In September 2001, we introduced our kindergarten through 2nd grade offering in Pennsylvania and Colorado, serving approximately 900 students in the two states combined. We subsequently added new grades and new schools in additional states. We also launched blended public schools that combine face-to-face time in the classroom with online instruction and opened an online private school to reach students worldwide. For the 2020-2021 school year, we provided our school-as-a-service offering to 77 schools in 30 states and the District of Columbia in the General Education market, and 33 schools in 23 states in the Career Learning market. We also serve schools in all 50 states and the District of Columbia through our Learning Solutions sales channel. In January 2020, we acquired Galvanize to expand the Company’s adult learning offerings to include data science and software engineering, technology staffing and developing talent and capabilities for companies. In November 2020, we acquired Tech Elevator and MedCerts to continue our expansion into adult learning. Tech Elevator provides in-person and remote immersive training in software development for consumers and enterprises. MedCerts offers online allied healthcare training, including certification preparation and job placement support. Our Market The U.S. market for K-12 education is large and virtual and blended learning has gained greater acceptance and broader usage due to the impact of the COVID-19 pandemic. For example: • According to a May 2019 report of the National Education Policy Center (“NEPC”) entitled “Full-Time Virtual and Blended Schools: Enrollment, Student Characteristics, and Performance,” in 2017-18, 501 full- time virtual schools enrolled 297,712 students, and 300 blended schools enrolled 132,960. The NEPC report further states thirty-nine states had either virtual or blended schools. There were four states that allowed blended schools to operate but still have not allowed the opening of full-time virtual schools. A total of six states have full-time virtual schools but do not currently have full-time blended learning schools. 5 • • In an April 2021 study of 16 to 18 year old students in the U.S. and U.K., the Society for Industrial and athematics found that one-third of students would choose either full-time or part-time online Applied M education even after things return to normal after the pandemic. This included 29% of students who preferred a hybrid approach, and 4% of students who preferred a full-time virtual education. In 2020, the National H ome Education Research Institute reported that there are approximately 2.5 million home-educated students in the United States, which has grown by an estimated 2% per year since 2016. Demand for Education Alternatives: The Market Opportunity As evidenced by the rapid evolution of education technology and varying educational options being offered to learners of all ages, no single learning model has been found that works equally well for every student. Learners today utilize technology in all aspects of their lives, and we expect this reality to extend to their education. Our business has been built on the premise that every learner, regardless of geographic location or socioeconomic background, is entitled to a e also believe all high-quality education that is individualized and adaptable based on the student’s unique needs. W learners can benefit from more engaging technology-enriched educational content. e anticipate that full-time online public schools will meet the needs of a small percentage of the overall United States K-12 student population, but that segment will still represent a large and growing opportunity for us in absolute terms. Across our educational programs, learners come from a broad range of social, economic and academic backgrounds. Examples of students for whom our full-time virtual or blended solutions may fit include, but are not limited to, families with: (i) students seeking to learn in a way that better accommodates their individual needs; (ii) safety, social and health concerns about their local school, including students who are being bullied or are subjected to discrimination; (iii) students with disabilities who are seeking alternatives to traditional classrooms; (iv) students for whom the local public school is not meeting their needs; (v) students who seek or need greater flexibility than other alternatives, such as student-athletes and performers who are not able to attend regularly scheduled classes; (vi) college-bound students who want to bolster their college readiness and application appeal by taking additional Advanced Placement (“AP”), honors and/ or elective courses; (vii) students seeking career and technical skills; (viii) high school dropouts who have decided to re-enroll in school to earn a diploma; and (ix) students of military families who desire high-quality, consistent education as they relocate to new locations. Our individualized learning approach allows students to optimize their educational experience and, therefore, their chances of achieving their goals. Although the COV ID-19 pandemic changed the way in which students were educated during the 2020-21 school year, we continue to expect most students in the United States will be educated in traditional school buildings and classrooms. H owever, we believe that certain student segments will benefit from the availability to choose an online public education (including blended learning models), and that states and districts will seek to incorporate virtual and blended solutions into their school-based programs. Our school-as-a-service offering offers a full service, integrated program, and a complete solution for districts and schools that desire a comprehensive option. For public school customers who need less than a full service offering, our Learning Solutions sales channel provides online curriculum and services on a solutions-oriented, customized basis. W e continue to invest significant resources, organically and through licensing or acquisitions, in developing product offerings that afford us the flexibility to serve different types of customers with varying value propositions and price points that are adaptable to an institution’s and individuals’ capabilities and needs. M oreover, we have pursued, and will continue to pursue, selected markets outside the United States where we believe our products and services can address local foreign market needs. The B ureau of Labor Statistics estimates that demand for occupations that require nondegree postsecondary education will grow at almost twice the rate of overall employment through 2029. W learners to seek training solutions that lead to credentials or certifications. It is anticipated that these learners will seek lower cost, more accessible training solutions that prepare them for the workforce in less time than traditional post- secondary degree programs. Our adult learning solutions provide these types of learners with content, instruction, and career placement services to help them achieve their career goals. Additionally, according to the Society for H uman Resource M challenge, companies are beginning to cover the cost of training for entry-level positions as well as increasing budgets for upskilling and reskilling of their existing workforce. Stride’s adult learning solutions addresses these employer needs by providing training and job placement and recruitment services. W as more employers recognize the benefits of retaining existing talent rather than sourcing new talent. anagement, recruiting and hiring remains one of the top challenges for companies. To address this e anticipate that this market will continue to grow e believe this will drive more adult 6 W Our Lines of Revenue General Education Products and services for the General Education market are predominantly focused on core subjects, including math, English, science and history, for kindergarten through twelfth grade students to help build a common foundation of knowledge. Programs utilizing General Education products and services are for students that are not specializing in any particular curriculum or course of study. These programs provide an alternative to traditional school options and address a range of student needs including, safety concerns, increased academic support, scheduling flexibility, physical/health restrictions or advanced learning. Products and services are sold as a comprehensive school-as-a-service offering or à la carte. Career Learning Career Learning products and services are focused on developing skills to enter and succeed in careers in high- growth, in-demand industries—including information technology, health care and business. We provide middle and high school students with Career Learning programs that complement their core general education coursework in math, English, science and history. Stride offers multiple career pathways supported by a diverse catalog of Career Learning courses. The middle school program exposes students to a variety of career options and introduces career skill development. In high school, students may engage in industry content pathway courses, project-based learning in virtual teams, and career development services. H connect with industry professionals, earn college credits while in high school, and participate in job shadowing and/or work-based learning experiences that are required to succeed in today’s digital, tech-enabled economy. A student enrolled in a school offering Stride’s General Education program may take Career Learning courses, but that student and the associated revenue is not reported as a Career Learning enrollment or Career Learning revenue. H owever, a student and the associated revenue, whether in middle or high school, is counted as a Career Learning enrollment or Career Learning revenue if the student is enrolled in a Career Learning program. igh school students have the opportunity to progress toward certifications, Like General Education products and services, the products and services for the Career Learning market are sold as a comprehensive school-as-a-service offering or à la carte. We also offer focused post-secondary career learning programs to adult learners, through our Galvanize, Tech Elevator, and MedCerts brands. These include skills training for the data science, software engineering, healthcare, and medical fields, as well as providing staffing and talent development services to employers. These programs are offered directly to consumers, as well as to employers and government agencies. Our Sales Channels Virtual and Blended Schools The Virtual and Blended Public Schools we serve offer an integrated package of systems, services, products, and professional expertise that we administer to support a virtual or blended public school. Customers of these programs can obtain the administrative support, information technology, academic support services, online curriculum, learning system platforms and instructional services under the terms of a negotiated service and product agreement. We provide our school- as-a-service offerings to virtual and blended public charter schools and school districts. These contracts are negotiated with, and approved by, the governing authorities of the customer. The duration of these service and product agreements are typically greater than five years, and most provide for automatic renewals absent a customer notification within a negotiated time frame. During any fiscal year, the Company may enter into new agreements, receive non-automatic renewal notices, negotiate replacement agreements, terminate such agreements or receive notice of termination, or customers may transition a school to a different offering. The governing boards may also establish school policies and other terms and conditions over the course of a contract, such as enrollment parameters. The authorizers who issue the charters to our school-as-a-service customers can renew, revoke, or modify those charters as well. The majority of our revenue is derived from these school-as-a-service agreements with the governing authorities of the public schools we serve. In addition to providing a comprehensive course catalog, related books and physical materials, a learning management system for online learning, and, in certain cases, student computers, we also offer these schools a variety of administrative support, technology and academic support services. Full-time virtual and blended public school students access online lessons over the Internet and utilize offline learning materials we provide. Students receive assignments, complete lessons, take assessments, and are instructed by teachers with whom they interact via email, 7 telephonically, in synchronous virtual classroom environments, and sometimes face-to-face. In either case, for parents who believe their child is not thriving in their current school or for students and families who require time or location flexibility in their schooling, virtual and blended public schools can provide a compelling choice. Students attending many of these schools are also provided the opportunity to participate in a wide variety of school activities, including field trips, service learning opportunities, honor societies, and clubs. In addition to school-level activities, we sponsor a wide variety of extracurricular activities on a national basis, such as clubs, contests and college and career planning sessions. These virtual public schools operate under different brands including V irtual Academies (our G eneral Education offering), Stride Career Prep (including Destinations Career Academies, which focus on career pathways), Insight schools (which tend to focus on particular student segments, such as only middle and high school grade levels, at-risk students and Academies (where responsibility for academic program and regulatory compliance career readiness programs), and iQ rests with the school or school district). In addition to our full-time virtual public schools, we offer a variety of support services and sell our products to blended public schools, which are public schools that combine online and face-to-face instruction for students in a variety of ways with varying amounts of time spent by students in a physical learning center. In contrast to a typical brick and mortar public school, blended public schools can provide a greater selection of available courses, increased opportunities for self-paced, individualized instruction and greater scheduling flexibility. Our blended schools bring students and teachers physically together more often than a purely online program. In some blended schools we support, students attend a learning center on a part-time basis, where they receive face-to-face instruction, in addition to their online virtual curriculum and instruction. Learning Solutions Our Learning Solutions sales channel distributes our software and services to schools and school districts across the U.S. Over the past few years, public schools and school districts have been increasingly adopting online solutions to augment teaching practices, launch new learning models, cost-effectively expand course offerings, provide schedule flexibility, improve student engagement, increase graduation rates, replace textbooks, and retain students. State education funds traditionally allocated for textbook and print materials have also been authorized for the purchase of digital content, including online courses, and in some cases mandated access to online courses. W ID-19 pandemic on education, school districts are seeking more complete virtual learning solutions in addition to curriculum, including virtual instructional delivery, scheduling, attendance monitoring for virtual instructional sessions, teacher professional development, consulting support in effective virtual instruction, and special education accommodations. Additionally, districts are seeking support for implementations that blend virtual and in-person instruction. ith the impact of the COV To address the growing need for digital solutions and the recently emerging need for comprehensive virtual solutions, our Learning Solutions team provides curriculum and technology solutions, packaged in a portfolio of flexible learning and delivery models mapped to specific student and/ or district needs. This portfolio approach provides a continuum of delivery models, from full-time programs to individual course sales and supplemental options that can be used in traditional classrooms to differentiate instruction. Our Learning Solutions team strives to partner with public schools and school districts, primarily in the U.S., to provide more options and better tools to empower teachers to improve student achievement through personalized learning in traditional, blended and online learning environments and to provide comprehensive support for teachers and administrators to deliver effective virtual and blended instructions. Private Pay e own and operate three accredited, tuition-based private schools that meet a range of student needs from individual course credit recovery to college preparatory programs. B eyond our business in the United States, we pursue international opportunities where we believe there is significant demand for a quality online education. Our international customers are typically expatriate families who wish to study in English and foreign students who desire a U.S. high school diploma. For the 2020-21 school year, we served students in more than 100 countries. In addition, we have entered into agreements that enable us to distribute our products and services to our international school partners who use our courses to provide broad elective offerings and dual diploma programs. 8 W C onsum er Sales e also sell individual K-8 online courses and supplemental educational products directly to families. These purchasers desire to educate their children as homeschoolers, outside of the traditional school system or to supplement their child’s existing public or private school education without the aid of an online teacher. Customers of our consumer products have the option of purchasing a complete grade-level curriculum for grades K-8, individual courses, or a variety of other supplemental products, covering various subjects depending on their child’s needs. Typical applications include summer school course work, home-schooling and educational supplements. d ult Learning e offer adult learning training programs through three brands, G alvanize, Tech Elevator, and M edCerts, which provide programs that address the skills gap facing companies in the information technology and health care sectors. G alvanize and Tech Elevator offer in-person and remote immersive full-time programs designed for adult learners looking to advance their technology careers by providing such learners with skills and real-world experiences. These programs edCerts provides self-paced, fully online structured training are offered in software engineering and data science. M programs that lead to certifications in the health care field. In many cases, G alvanize, Tech Elevator, and M edCerts work directly with a company to create a customized, tailored education plan to help the company reach its goals and train its employees according to such plan. Our Business Strategy e are committed to maximizing every learner’s potential by personalizing their educational experience, delivering a quality education to schools and students, and supporting our customers in their quest to improve academic outcomes and prepare them for college and future careers. In furtherance of those objectives, we plan to continue investing in our curriculum and learning systems. These investments include initiatives to create and deploy a next generation curriculum and learning platform, improve the effectiveness of our school workforce, develop new instructional approaches to increase student and parental engagement, and improve our systems and security architecture. This strategy consists of the following key elements: f ec t B etter Stud ent O utc om es. W e are committed to improving student outcomes for every student in the schools we serve. To achieve this goal we: (i) invest in training and professional development for teachers and school leaders, which may include a competency-based M raduate Degree in Online Teaching K-12 though our partnership with Southern New H ampshire University; (ii) develop programs and initiatives designed to improve the learning experience, such as our interactive media projects, project-based learning (“PB L”), virtual science labs and AP test prep; (iii) enhance our curriculum to make it more engaging, adaptive and available to all students anywhere; and (iv) update our content as state standards and state assessments change. W e also will focus our marketing and enrollment efforts on helping students and families understand the unique demands and challenges of the online learning environment. e believe better understanding by parents and students will better prepare students for the work and improve their chance aster’s G at academic success. h ool- as- a- Servic e O p rove Stud ent R etention in O ur Sc f erings. To ensure the best outcomes for students, we have partnered with the school boards we serve to make a concerted effort to enroll and retain students who are truly engaged and ready to learn. Research shows that students who remain in the same school setting longer generally perform better academically, and retention is especially challenging with virtual and blended schools because families have the option of enrolling their children in a brick and mortar school or another virtual or blended school. W e, therefore, continue to refine our marketing programs to attract students who are most likely to succeed in a non-classroom based environment with the expectation of increasing academic success and student retention, recognizing that all students are eligible to enroll consistent with state requirements (e.g., enrollment caps, prior public school student). Once students are enrolled, programs such as Strong Start Onboarding, Single Point of Contact Advisors, Social-Emotional Learning and Face-to- Face/ lended Programs provide early intervention and focused engagement and retention strategies, which strive to help students stay on track, improve engagement and, ultimately, give students a better chance at academic success. G row C areer Learning E nrollm ents and C areer T raining M ark et. To grow Stride’s Career Learning business and enrollments we are expanding the Stride Career Prep brand, introducing PB L and pursuing industry e believe this approach will be more advanced than traditional vocational training and broader than partnerships. W e seek to expand our addressable market by enrollment in a series of career technical education (“CTE”) courses. W p and E 9 W A W W A f W I m f B x offering career readiness training beyond our traditional K-12 market and into adult education and corporate training. In edCerts, to expand into calendar year 2020, we acquired three adult learning businesses, G alvanize, Tech Elevator, and M the information technology and health care industries to provide talent development for individuals and enterprises. and I ntrod uc e N ew e intend to continue to expand our product line and offerings, both internally and through licensing or strategic acquisitions of products that expand our current portfolio. This includes pursuing development and licensing of curriculum and platforms that are accessible from tablet and mobile devices and leveraging adaptive learning technologies and solutions. p roved Prod uc ts and Servic es. W I I nc rease E nrollm ents at E h ools. Some state regulations, school governing authorities and/ or districts limit or cap student enrollment or enrollment growth. At the direction of our school board and school district customers, we seek to provide an opportunity for more students to attend these schools, and support their efforts to work with legislators, state departments of education, educators and parents to increase or remove student enrollment caps. lend ed Pub lic Sc irtual and x isting V B V B p and lend ed irtual and ities. As laws change and opportunities arise, we work with states, school districts, regional education organizations, and charter schools to authorize and establish new virtual and blended public schools and to contract with them to provide our curriculum, online learning platform, support services, and other related offerings. Traditional school districts are becoming a greater percentage of our customer base. h ool Presenc e into A d itional States and Pub lic Sc C G row O ur Learning Solutions Sales C h annel. Our broad Learning Solutions course catalog ranges from pre-K to 12th grade, instructional services, supplemental solutions, and teacher development and is the key driver for Learning Solutions growth. W e work to continue the market adoption of these solutions and services as school districts partner with us to address a variety of academic needs and to facilitate personalized learning in traditional, blended and online learning environments. e currently operate three online private schools that we believe appeal h ools. W E nrollm ents in O ur Private Sc to a broad range of students and families. W e look to drive increased enrollments in these schools by increasing awareness, through targeted marketing programs, and by solicitation of partnerships with traditional brick and mortar private schools. p ortunities to O Pursue I nternational O e believe there is strong worldwide demand for high-quality, online education from U.S. families living abroad, foreign students who seek a U.S.-style education, and the schools and school systems that serve such students in their local market. Our ability to operate virtually is not constrained by the need for a physical classroom or local teachers, which makes our learning systems ideal for use internationally. f er O ur Learning System s. W A D evelop d itional C h annels th rough e plan to evaluate other delivery channels on a routine basis and to pursue opportunities where we believe there is likely to be significant demand for our offering, such as direct classroom instruction, blended classroom models, career technical education, supplemental e have made educational products, adult learning, and individual products packaged and sold directly to consumers. W strategic investments in other companies to supplement our Learning Solutions go-to-market approach with a focus on advising school districts on their digital classroom transformation efforts. h to D eliver O ur Learning System s. W h ic w A q uisitions. W Pursue Strategic Partnersh ip s and e may pursue selective acquisitions that complement our existing educational offerings and business capabilities, and that are natural extensions of our core competencies. W e may also pursue acquisitions that extend our offerings and business capabilities, such as our acquisitions of G alvanize, Tech Elevator, and M e believe we can be a valued-added partner or contribute our expertise in curriculum development and educational services to serve more students. In 2018, we partnered with Southern New H ampshire University to invest in the development of degree-granting programs for online teaching. edCerts in calendar year 2020, and opportunities with institutions. W Products and Services e continue to invest in curriculum and technology to educate students more effectively and efficiently. M uch of our investment has been in the development of improved functionality of our curriculum and systems. Areas of focus include: (i) integration and user experience— making sure that all of our systems and solutions are easy for teachers, 10 m E x d A d d p f d c W administrators, students, and parents to use; (ii) mobile enabled products; (iii) portability—making sure that our platforms integrate with and onto third-party platforms; (iv) features which personalize learning for all students we serve; (v) courses that are flexible enough to provide assistance to struggling students; (vi) reading and oral fluency scoring; (vii) alignment with state standards; (viii) built-in tutoring and support functionality; and (ix) a virtual learning platform which supports the scheduling and delivery of instruction, tracking of attendance, recording of instructional sessions, and allows student group work. We provide various products and services to customers on an individual basis as well as customized solutions, including our comprehensive school-as-a-service offering which supports our customers in operating full-time virtual or blended schools. We continue to expand upon our personalized learning model, improve the user experience of our products, and develop tools and partnerships to more effectively engage and serve students, teachers, administrators, and adult learners. C urric ulum and C ontent Our customers can select from hundreds of high-quality, engaging, online coursework and content, as well as many state-customized versions of those courses, electives, and instructional supports. We have built core courses with the guidance and recommendations of leading educational organizations at the national and state levels. State standards continue to evolve, and we invest in our curriculum to meet these changing requirements. d ult Learning – Through our Galvanize, Tech Elevator and MedCerts brands, we have added high-quality, engaging, online coursework and content in information technology and health care. System s We have established a secure and reliable technology platform, which integrates proprietary and third-party systems to provide a high-quality educational environment and give us the capability to grow our customer programs and enrollment. Our end-to-end platform includes content management, learning management, student information, data reporting and analytics, and various support systems that allow customers to provide a high-quality, and personalized educational experience for students. À la carte offerings can provide curriculum and content hosting on customers’ learning management systems, or integrate with customers’ student information systems. I nstruc tional Servic es We offer a broad range of instructional services that include customer support for instructional teams, including recruitment of state certified teachers, training in research-based online instruction methods and systems, oversight and evaluation services, and ongoing professional development. Stride also provides training options to support teachers and parents to meet students’ learning needs. Our range of training options are designed to enhance skills needed to teach using an online learning platform, and include hands-on training, on-demand courses, and support materials. Sup p ort Servic es We offer a broad range of support services, including marketing and enrollment (e.g., supporting prospective students through the admission process), assessment management, administrative support (e.g., budget proposals, financial reporting, and student data reporting), and technology and materials support (e.g., providing student computers, offline learning kits, internet access and technology support services). c red itation and A c ad em ic Perf orm anc e In 2018, Cognia renewed our corporate accreditation for another five years. Cognia (formerly known as AdvancED) is a non-profit organization that serves more than 30,000 public and private schools and districts across the United States. It was created by the merger of the preK-12 divisions of the North Central Accreditation Association Commission on Accreditation and School Improvement and the Southern Association of Colleges and Schools Council on Accreditation and School Improvement, and the subsequent addition of the Northwest Accreditation Commission. Our fundamental goal for every child who enrolls in a school that has purchased our school-as-a-service offering, is to improve their academic performance. With the implementation of the federal Every Student Succeeds Act (“ESSA”) 11 A A c for the 2017-18 school year, each of the states in which we support virtual and blended public schools has been given the authority to develop a school accountability plan within the confines of a broad federal ESSA framework based on their own conception of the best means to advance college and career readiness. The ESSA requires states to utilize four academic-related indicators in their accountability plans to measure school and student performance: academic achievement, student growth in reading and math, graduation rate, and progress in achieving English language proficiency. The states were given discretion on the weight to give to each indicator and how to apply them. M ost of the state ESSA plans submitted in 2017 to the U.S. Department of Education use some form of summative rating method to describe school performance, such as conferring an A-F grade or using a ranking system having a 1-10 scale. A significant new element of this education law is a requirement for states to adopt at least one non-academic indicator in their state’s accountability system to measure “school quality or student success,” often called the “fifth” indicator. Unlike No Child Left B ehind where the only measure of school performance was an Annual Yearly Progress report, there are a wide range of non-academic options enumerated in the ESSA that the states can adopt to advance their own “school quality or student success” accountability objectives. The states may include measures of student engagement, educator engagement, student access to and completion of advanced coursework, post-secondary readiness, school climate and safety, and any other indicator a state may choose for this purpose. For example, a post-secondary readiness accountability indicator can include student participation in and completion of a CTE program of study, or access to dual credit programs. Similarly, a student engagement indicator may focus on teacher observations or ratings that demonstrate improvements in this area. e share the view taken by many states that assessing a student by his or her learning growth is a more accurate indicator of school and student performance than attaining a static proficiency score. This approach is now reflected in the ESSA as well. All of our school-as-a-service offerings administer nationally recognized, norm-referenced assessments to measure student growth during the school year, to prepare students for state assessments and to guide instruction. To ensure all schools are utilizing best practices learned from other successful school clients and from other high performing schools across the country, we continue to encourage the school boards of our customers to implement our Academic Excellence Framework, a standardized guide available to all of our school-as-a-service clients that addresses teacher preparation, delivery of instruction, and student assessment. Effective instruction is informed by and evaluated based on student-level data. As part of the academic framework guidelines, schools implement plans to collect student-level data throughout the year through the use of norm-referenced growth measures at least three times per year, along with strategically placed formative interims, benchmarks, and summative assessments. In addition to the complexities involved in measuring academic performance of students, we believe that the virtual and blended public schools we serve face unique challenges impacting academic success not necessarily encountered to the same extent by traditional brick and mortar schools. These challenges include students who enter behind grade level or under-credited, high student mobility, lack of control over the student learning environment and higher than average percentages of students eligible for free or reduced-price lunch in many states. W ith rare exceptions, the data shows that students identified as eligible for free lunch had lower percentages at or above proficiency levels than students eligible for reduced-price lunch, and both groups usually underperformed students identified as not eligible for subsidized meals. In addition, for decades, educational research has shown that persistence— remaining and proceeding at pace in the same school setting— can have a destabilizing influence, causing students to struggle and lapse in academic performance. can benefit academic performance, while mobility— moving from one school setting to another— W hile measuring academic performance is necessary, taking meaningful steps to improve student outcomes is an integral part of our mission. Accordingly, we continually strive to achieve that objective by undertaking new initiatives and improving existing programs that support students and families, such as Strong Start, Social-Emotional Learning and Advisors. To monitor student learning progress during the school year, we are using multiple equivalent assessments at the lesson, unit and semester level. This is intended to ensure that our measurement is reliable and valid. W e provide more synchronous sessions for at-risk students based on data driven instruction that provides for targeted teacher intervention to assist students with lesson challenges. In furtherance of our goal to improve academic performance, the Academic Committee of the Stride B oard of Directors is charged with making recommendations to management to foster continuous improvement in academic outcomes for the public and private schools served by the Company. W ith input and oversight from the Academic Committee, our Educational Advisory Committee (“EAC”) consists of industry experts who provide additional academic expertise and advice. The EAC met five times in fiscal year 2021. The members of the EAC were: • Dr. David Driscoll, former Commissioner of Education, Commonwealth of M assachusetts; 12 W • • s. M illie Fornell, former Chief of Staff, M iami-Dade School District; s. Ann Foster, former Senior V ice President Strategy, B usiness Development and Connected Learning for H arcourt Education G roup; • Dr. M ary Futrell, retired Dean of the G eorge W ashington University School of Education and former President of the National Education Association; • Dr. B everly H utton, Deputy Executive Director of the National Association of Secondary School Principals; • Dr. Ildiko Laczko-Kerr, Chief Academic Officer, Arizona Charter Schools Association; • Dr. Andrew Porter, former Dean of the G raduate School of Education, University of Pennsylvania; and • Dr. Elanna Yalow, CEO of Knowledge Universe Early Learning Programs. Com p etition As a general matter, we face varying degrees of competition from a variety of education companies because the scope of our offerings and the customers we serve encompass many separate and distinct segments of the education business. W e compete primarily with companies that provide online curriculum and school support services to K-12 virtual and blended public schools and school districts, including those with a career orientation. These companies include ind, Pansophic Learning, Inspire Charter Pearson PLC (Connections Academy), Lincoln Learning Solutions, StrongM Schools, and Charter Schools USA, and state-administered online programs, among others. W e also face competition from digital and print curriculum developers. The digital curriculum providers include Apex Learning Inc., Curriculum eld North LLC, Edmentum Inc., Renaissance Learning, Inc., and traditional textbook Associates, Achieve 3000, W ill. Other competing digital curriculum providers, including raw H ifflin H arcourt and M publishers such as H oughton M illion, Inc., offer a different pricing model which provides Khan Academy, Duolingo, IX L Learning, Inc. and LearnZ curriculum at a lower cost (sometimes free) but may charge for additional products or services. W e also compete with institutions such as The Laurel Springs School (Nobel Learning Communities, Inc.) and Penn Foster Inc. for online private pay school students. Additionally, our Adult Learning offerings compete with other in-person and remote immersive programs and self-paced online training programs. These include G eneral Assembly (a subsidiary of Adecco), Lambda School (Lambda Inc.), and Education to G o (a subsidiary of Cengage Learning), among others. cG e believe that the primary factors on which we compete are: extensive experience in, and understanding of, virtual education delivery; comprehensive suite of academic programs; customer satisfaction with our curriculum, school teachers and the schools we serve; quality of integrated curriculum and materials with an online delivery platform; qualifications, experience and training teachers for online instruction; comprehensiveness of school management and student support services; integrated K-12 solutions, with components designed and built to work together; ability to leverage our assets across our business; and sophisticated government affairs knowledge and experience in virtual and blended school regulatory environments. • • • • • • • • • 13 M M W B roadly speaking, we participate in the market for digital education and adult training. In states where we enter into multi-year service and product agreements with virtual and blended public schools, we believe that we generally serve less than 1% of the public school students in that state. The customers for Learning Solutions sales are schools and school districts seeking individual courses to supplement their course catalogs or school districts seeking to offer an online education program to serve the needs of a small subset of their overall student population. Defining a more precise relevant market upon which to base a share estimate would not be meaningful due to significant limitations on the comparability of data among jurisdictions. For example, some providers to K-12 virtual public schools serve only high school students; others serve elementary and middle school students, and some serve both. There are also providers of online virtual K-12 education that operate solely within individual states or geographic regions rather than globally as we do. Furthermore, some school districts offer their own virtual programs with which we compete. Parents in search of an alternative to their local public school have a number of alternatives beyond virtual and blended public schools, including private schools, public charter schools and home schooling. In our Private Pay schools, we compete for students seeking an English-based K-12 education worldwide, and we currently draw students from more than 100 countries. In addition, our integrated learning systems consist of components that face competition from many different types of education companies, such as traditional textbook publishers, test and assessment firms and private education management companies. Finally, our learning systems are designed to operate domestically and internationally over the Internet, and thus, the geographic market for many of our products and services is global and indeterminate in size. Key Functional Areas Pub lic A f airs, Sc h ool D evelop m ent, Stud ent R ec ruitm ent and M ark eting e seek to increase public awareness of the educational and fiscal benefits of our online learning options through e receive numerous inquiries full-time virtual and blended instructional models, as well as supplementary course options. W from school districts, legislators, public charter school boards, community leaders, state departments of education, educators and parents who express the desire to have a choice in public school options. Our public affairs and school development teams work together with these interested parties to identify and pursue opportunities to expand the use of our products and services in new and existing jurisdictions. Our student recruitment and marketing team is focused on promoting the K-12 online education category and generating enrollments for the Company’s virtual and blended school customers within that category. This is achieved by creating awareness among families with K-12 students through integrated marketing campaigns that include offline and digital media, as well as web assets. These campaigns are continuously optimized using data analytics and market research. The marketing team also assists in enhancing the onboarding experience of new students to online schooling. Additionally, our marketing team is working to ensure awareness of our adult learning options, delivered through our G alvanize, Tech Elevator, and M edCerts brands. p erations Over our 20 years of operation, we believe that we have gained significant experience in the sourcing, assembly e have developed strong relationships with partners allowing us to source and delivery of school supplies and materials. W goods at favorable price, quality and service levels. Our fulfillment partner stores our inventory, assembles our learning kits and ships the kits to students. W anagement System, to automatically translate the curriculum selected by each enrolled student into a personalized order to fulfill the corresponding learning kits to ship to each student. As a result, we believe we have an end-to-end warehousing and fulfillment operation that will cost-effectively scale as the business grows in scope and complexity. e have invested in systems, including our Order M For many of our virtual and blended public school customers, we attempt to reclaim any materials that could be cost-effectively re-utilized in the next school year. These items, once returned to our fulfillment centers, are refurbished and included in future learning kits. This reclamation process allows us to maintain lower materials costs. Our fulfillment activities are highly seasonal, and are centered on the start of school in August or September. In order to ensure that students in virtual and blended public schools have access to our systems, we often provide students with a computer, where applicable or required and all necessary support. W e source computers and ship them to students when they enroll and reclaim the computers upon termination of their enrollment or withdrawal from the school in which they are enrolled. 14 f W O T ec h nology Our online learning systems, along with our back office support systems, are built on our proprietary Service Oriented Architecture (“SOA”) to ensure high availability and redundancy. The flexibility and security enabled by our SOA are the core principles of our systems’ foundation. Servic e O riented h itec ture. All of our systems leverage our SOA that is built on top of proven Enterprise Technologies. The SOA allows us to develop iterative solutions expeditiously to meet both present and future market needs. Our high availability is also facilitated by this architecture. The SOA also enables integration with third-party solutions in our platform with ease and efficiency. A rc A vailab ility and R ed und anc y. Our SOA allows for primary and secondary equipment to be utilized at all network and application tiers. Each application layer is load balanced across multiple servers, which, along with our network management capabilities, allows for additional hardware to be inserted into our network, providing us with optimal e regularly backup critical availability as evidenced by our typically greater than 99% uptime over a growing user base. W data and store this backup data at an offsite location. C yb ersec urity. Our cybersecurity measures and policies include dividing application layers into multiple zones controlled by firewall technology. Sensitive communications are encrypted between client and server and our server-to-server accessibility is strictly controlled and monitored. W e have contracted with an outside network and information cybersecurity firm to assist us with monitoring traffic and potential threats that may target our services and systems. W e protect sensitive information through policy and control governance that is validated on a semi-annual basis, and maintain a layered security architecture. Third-party firms are engaged to test our networks, servers and applications for vulnerabilities. W e have prepared an incident response plan that is designed to escalate information regarding material data breaches and cybersecurity attacks to the senior management of the Company. A business-centric information security program has also been adopted that is tailored to adjust to an ever-changing IT compliance and information security threat landscape. Although distributed denial-of-service attacks are frequently attempted, we have not experienced a significant disruption to our business as a result of these attacks. Ph ysic al I nf rastruc ture. W e utilize leading vendors, such as Amazon W eb Services, to provide a foundation for our SOA. Our systems are housed offsite in data centers that provide a robust, redundant network backbone, power and geographically separated disaster recovery. Our second data center, geographically separated from our primary center, e operates as a ready business continuity site with secured, near-real time data replication from our primary data center. W are also in the process of migrating our entire application portfolio to Amazon W eb Services provides a robust technological framework, such as auto-scaling, which aligns with our business. Our Network Operations 365 basis, tracking our availability Center (NOC) monitors our application and infrastructure ecosystem on a 7 X and performance. W eb Services Advanced Security technologies and framework, as well as third party security services, to ensure our networks, databases, applications and servers are secure and protected. e also leverage Amazon W eb Services. Amazon W 24 X Other Information I ntellec tual Prop erty e continue to invest in our intellectual property through internal development and by acquisitions as we aim to offer more courses for new grades and expand into adjacent education markets, both in the United States and overseas. Through acquisitions, we have also obtained curriculum, patents and trademarks that expand our portfolio of educational products and services. W e continue to add features and tools to our proprietary learning platform and support systems to assist teachers and students and improve educational outcomes, such as adaptive learning technologies. These intellectual property assets are critical to our success and we avail ourselves of the full protections provided under the patent, copyright, trademark and trade secrets laws. W e also routinely utilize confidentiality and licensing agreements with our employees, the virtual and blended public schools, traditional schools, school districts and private schools that we serve, individual consumers, contractors and other businesses and persons with which we have commercial relationships. Our patent portfolio includes five U.S.-issued patents and two foreign-issued patents directed towards various aspects of our educational products and offerings. Three of the U.S.-issued patents and one of the foreign-issued patents encompass our system and methods of virtual schooling and online foreign language instruction. The other two U.S.-issued 15 W patents and other one foreign-issued patent encompass our system and method for producing, delivering and managing educational material. e own copyrights related to the lessons contained in the courses that comprise our proprietary curriculum. W e also have obtained federal, state and foreign registrations for numerous trademarks that are related to our offerings and we have applied to the U.S. Patent and Trademark Office to register certain new trademarks. e grant licenses to individuals to use our software and access our online learning systems. Similarly, schools are granted licenses to utilize our online learning systems and other systems. These licenses are intended to protect our ownership and the confidentiality of the embedded information and technology contained in our software and systems. e also own many of the trademarks and service marks that we use as part of the student recruitment and branding services we provide to schools. Those marks are licensed to the schools for use during the term of the products and services agreements. Our employees, contractors and other parties with access to our confidential information sign agreements that prohibit the unauthorized use or disclosure of our proprietary rights, information and technology. H um an C ap ital R esources As of June 30, 2021, we had approximately 7,100 employees, including approximately 3,600 teachers. Substantially all of these employees are located in the United States. In addition, there are approximately 3,600 teachers who are employed by virtual or blended public schools that we manage under contracts with those schools but are not direct employees of Stride. None of our employees are represented by a labor union or covered by a collective bargaining agreement; however, certain managed public schools we serve employ unionized teachers. W e believe that our employee relations are good. Our success depends in large part on continued employment of senior management and key personnel who can effectively operate our business, which is necessary in the highly regulated public education sector involving a publicly traded for profit company. W e believe a critical component to our success depends on the ability to attract, develop and retain key personnel. e select and hire based upon our values of making an impact on the lives of our students. In addition to annual goals, and individual job duties, we consider demonstration of our core values— passion, accountability, courage, trust, and inclusiveness— an important factor in performance appraisals. e support professional development opportunities that reflect our desire to ‘ hire from within’ and to enhance employees’ skillsets in ways that improve their effectiveness and sense of fulfillment. W e offer our employees many different professional development opportunities through job related training and a number of benefit programs, including a Tuition Assistance B enefit, discount tuition options with several participating colleges and universities, and discounted options to access K-12 curriculum. At our Company, we uphold a workplace culture that celebrates diversity and embraces inclusion. W e are proud of our diverse workforce and recognize the value diversity brings to our team. • • • • 40% of our board is comprised of minorities and 30% are women. 60% of our executive leadership team is comprised of minorities and women. 56% of our full-time employees are women. For direct education-related roles, largely the K-12 teacher population, employee demographics mirror national averages for these positions. e continue to recognize opportunities to improve our gender equity and minority representation. V arious efforts are underway to create a more diverse workforce that supports our learner community, including robust professional, 16 W W W W W W managerial, and leadership development programs. In addition, we offer customized training for teams, as well as training that focuses on diversity and inclusion topics, including mandatory unconscious bias training for all employees. At the onset of the COV ID-19 pandemic, we quickly responded to support employees and their families. W henever possible, employees have been provided flexibility with respect to remote working. For employees who were not able to perform their regular responsibilities virtually at the onset of the pandemic, we identified project work to ensure that every staff member remained fully employed. Additionally, we introduced a non-standard leave policy, which provided up to an additional 160 hours of paid time off (in addition to traditional paid time off programs) to individuals who could not perform their work virtually or were in need of additional time off due to illness. Corporate Information Our principal executive office is located at 2300 Corporate Park Drive, H erndon, V irginia 20171, and our telephone number is (703) 483-7000. Our website address is www.stridelearning.com. Available Information e make available, free of charge through our website, our annual reports on Form 10-K, quarterly reports on , current reports on Form 8-K, and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Form 10-Q Securities Exchange Act of 1934, as amended (the “Exchange Act”), promptly after they are electronically filed with the Securities and Exchange Commission (the “SEC”). Our earnings conference calls are web cast live via our website. Information contained on our website is expressly not incorporated by reference into this Annual Report. Regulation e and the virtual and blended public schools that we serve are subject to regulation by and laws of each of the states in which we operate. The state laws and regulations that impact our business are primarily those that authorize or restrict our ability to operate these schools, the applicable funding mechanisms for the schools and the increasing number of states with their own, unique privacy laws. To the extent these schools receive federal funds, such as through a grant program or financial support dedicated for the education of low-income families, these schools also become subject to additional federal regulation. State Laws Authorizing or Restricting Virtual and Blended Public Schools. The authority to operate a virtual or blended public school is dependent on the laws and regulations of each state. Laws and regulations vary significantly from one state to the next and are constantly evolving. In states that have implemented specific legislation to support virtual and blended public schools, the schools are able to operate under these statutes. Other states provide for virtual and blended public schools under existing public charter school legislation or provide that school districts and/ or state education agencies may authorize them. Some states do not currently have legislation that provides for virtual and blended public schools or have requirements that effectively prohibit such schools and, as a result, may require new legislation before virtual and blended public schools can open in the state. Obtaining new legislation in the remaining states where we do not have virtual and blended public schools can be a protracted and uncertain process. W hen determining whether to pursue expansion into new states in which the laws are ambiguous, we research the relevant legislation and policy climate and then make an assessment of the perceived likelihood of success before deciding to commit resources. State Laws and Regulations Applicable to Virtual and Blended Public Schools. A virtual or blended public school that fails to comply with the state laws and regulations applicable to it may be required to repay these funds and could become ineligible for receipt of future state funds. To be eligible for state funding, some states require that virtual and blended public schools be organized as not-for-profit charters exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The schools must then be organized exclusively for charitable educational purposes, and not for the benefit of private, for-profit management companies. The board or governing authority of the not-for-profit virtual or blended public school must retain ultimate accountability and control for the school’s operations to retain its tax-exempt status. It may not delegate its responsibility and accountability for the school’s operations. Our service agreements with these virtual and blended public schools are, therefore, structured to ensure the full independence of the not-for-profit board and preserve its arms-length ability to exercise its fiduciary obligations to operate a virtual or blended public school. 17 W W Laws and regulations affect many aspects of operating a virtual or blended public school. They can dictate the content and sequence of the curriculum, the methods for counting student enrollments for funding purposes, graduation requirements, use of approved textbooks, the length of the school year and the school day, the accessibility of curriculum and technology to students with disabilities, teacher to student ratios, specific credentialing of teachers and administrators, the assessment of student performance and any accountability requirements. In addition, a virtual or blended public school may be obligated to comply with states’ requirements to offer programs for specific populations, such as students at risk of dropping out of school, advanced and talented students, non-English speaking students, pre-kindergarten students and students with disabilities. Tutoring services and the use of technology may also be regulated. Other state laws and regulations may affect the school’s compulsory attendance requirements, treatment of absences and make-up work, and access by parents to student records and teaching and testing materials. In addition to federal laws protecting the privacy of student education records, a growing number of states are enacting laws to protect the privacy of student data and to guard against its misuse. As a general matter, these laws are designed to prevent third-party vendors to schools from using student data for non-educational purposes and ensuring the security of personally identifiable information. In addition, virtual or blended public schools may have to comply with state requirements that school campuses report various types of data as performance indicators of the success of the program. States have laws and regulations concerning the certification, training, experience and continued professional development of teachers and staff with which a virtual or blended public school may be required to comply. There are also numerous laws pertaining to employee salaries and benefits, statewide teacher retirement systems, workers’ compensation, unemployment benefits and matters related to employment agreements and procedures for termination of school employees. State labor laws applicable to public-sector employees and their rights to organize may also apply to virtual charter schools, such as teachers they employ. A virtual or blended public school must also comply with requirements for performing criminal background checks on school staff, reporting criminal activity by school staff and reporting suspected child abuse. States such as California, Nevada and V irginia are also enacting more general laws about personal information that apply regardless of whether the individual is a student. As with any public school, virtual and blended public schools must comply with state laws and regulations applicable to governmental entities, such as open meetings or sunshine laws, which may require the board of trustees of a virtual or blended public school to provide advance public notice of and hold its meetings open to the public unless an exception in the law allows an executive session. Failure to comply with these requirements may lead to personal civil and/ or criminal penalties for board members or officers or the invalidation of actions taken during meetings that were not properly noticed and open to the public. V irtual and blended public schools must also comply with public information or open records laws, which require them to make school records available for public inspection, review and copying unless a specific exemption in the law applies. Additionally, laws pertaining to records privacy and retention and to standards for maintenance of records apply to virtual and blended public schools. Other types of regulation applicable to virtual and blended public schools include restrictions on the use of public funds, the types of investments made with public funds, accounting and financial management, and marketing practices. There remains uncertainty about the extent to which virtual and blended public schools we serve may be required to comply with state laws and regulations applicable to traditional public schools because the concept of virtual and blended public schools is still evolving, especially as technology advances. Although we receive state funds indirectly, according to the terms of each service agreement with the local public school entity, our receipt of state funds subjects us to extensive state regulation and scrutiny. States routinely conduct audits of these schools, to verify enrollment, attendance, information technology security, fiscal accountability, special education services and other regulatory issues. W hile we may believe that a virtual public school or blended school we serve is compliant with state law, an agency’s different interpretation of law in a particular state, or the application of facts to such law, could result in findings of non-compliance, potentially affecting future funding or repayment of past funding. irtual and B R egulations R estric ting V F und ing. As a public schooling Pub lic Sc alternative, some state and regulatory authorities have elected to proceed cautiously with virtual and blended public schools. Statutes or regulations that hinder our ability to serve certain jurisdictions include: restrictions on student eligibility, such as mandating attendance at a traditional public school prior to enrolling in a virtual or blended public school; caps on the total number of students in a virtual or blended public school; restrictions on grade levels served; geographic limitations on enrollments; fixing the percentage of per pupil funding that must be paid to teachers; h ool G row lend ed and th 18 state-specific curriculum requirements; and limits on the number of charters that can be granted in a state; and requirements to obtain approval from a student’s resident school district. Funding regulations for virtual public schools and blended schools can take a variety of forms. These regulations include: (i) attendance— some state daily attendance rules were designed for traditional classroom procedures, and applying them to track daily attendance and truancy in an online setting can cause disputes to arise over interpretation and some states place restrictions on the students seeking to enroll in virtual and blended funding; (ii) enrollment eligibility— public schools, resulting in lower aggregate funding levels; (iii) teacher contact time— some states have regulations that specify minimum levels of teacher-student face-to-face time; and (iv) completion of course work. These regulations can create logistical challenges for statewide virtual and blended public schools, reduce funding and eliminate some of the economic, academic and technological advantages of virtual learning. Federal and State Grants. W e have worked with some entities to secure public and grant funding that flows to virtual and blended public schools that we serve. These grants are awarded to the local or state education agency or to the not-for-profit entity that holds the charter of the virtual or blended public school on a competitive basis in some instances rants awarded to public schools and programs— whether by a federal or and on an entitlement basis in other instances. G often include reporting requirements, procedures and obligations. state agency or nongovernmental organization— Federal Laws Applicable to Virtual Public Schools and Blended Schools Five primary federal laws are directly applicable to the day-to-day provision of educational services we provide to virtual and blended public schools: Every Student Succeeds Act (“ESSA”). The ESSA, which took effect on August 2, 2016 and requires reauthorization after the 2020-2021 school year, represents a major change in federal education law by shifting much of education policy decision making back to the states and by providing most funding through block grants. Of particular significance to the Company is that the states have the discretion to develop and design their own accountability systems within a broad federal framework. In addition, states have been given the authority to adopt different types of annual accountability plans for school performance, including proficiency and growth standards for all students and subgroups. The ESSA makes clear that the U.S. Department of Education has a more limited role to impose federal mandates, direction or control over the authority given to the states. Notwithstanding these federal limitations, states are still required under ESSA to test students in reading or language arts and math annually in grades 3-8 and once in grades 10-12, and in science once in each of the following grade spans: 3-5, 6-9 and 10-12. All states have plans approved by the U.S. Department of Education to demonstrate compliance with ESSA. Individuals with Disabilities Education Act (“IDEA”). The IDEA is implemented through regulations governing every aspect of the special education of a child with one or more specific disabilities that fit within any of the disability categories listed in the Act. The IDEA created a responsibility on the part of a school to identify students who may qualify under the IDEA and to perform periodic assessments to determine the students’ needs for services. A student who qualifies for services under the IDEA must have in place an individual education plan, which must be updated at least annually, created by a team consisting of school personnel, the student, and the parent. This plan must be implemented in a setting where the child with a disability is educated with non-disabled peers to the maximum extent appropriate. IDEA provides the student and parents with numerous due process rights relating to the student’s program and education, including the right to seek mediation of disputes and make complaints to the state education agency. The schools we manage are responsible for ensuring the requirements of IDEA are met. The virtual public schools and blended schools are required to comply with certain requirements in IDEA concerning teacher certification and training. W e, the virtual public school or the blended school could be required to provide additional staff, related services, supplemental aids and services or a private school option at our own cost to comply with the requirement to provide a free appropriate public education to each child covered under the IDEA. If we fail to meet this requirement, we, the virtual public school or blended school could lose federal funding and could be liable for compensatory educational services, reimbursement to the parent for educational service the parent provided and payment of the parent’s attorney’s fees. The Rehabilitation Act of 1973 and the Americans with Disabilities Act. A virtual public school or blended school receiving federal funds is subject to Section 504 of the Rehabilitation Act of 1973 (“Section 504”) insofar as the regulations implementing the Act govern the education of students with disabilities as well as personnel and parents. Section 504 prohibits discrimination against a person on the basis of disability in any program receiving federal financial assistance if the person is otherwise qualified to participate in or receive benefit from the program. Students with disabilities not 19 specifically listed in the IDEA may be entitled to specialized instruction or related services pursuant to Section 504 if their disability substantially limits a major life activity. B eginning in 2011, the Office of Civil Rights of the United States Department of Education interpreted both Section 504 and Title II of the Americans with Disabilities Act to apply to elementary and secondary schools and to require that students with disabilities be afforded substantially equivalent ease of use as students without disabilities. As applied to online public schools, such “web accessibility” requires technical capabilities similar to those applied to procurements of information technology by the federal government under Section 508 of the Rehabilitation Act of 1973 (“Section 508”) or standards adopted by the world-wide web consortium, such as W eb Content Accessibility G uidelines (“W CAG ”) Level A and Level AA. If a school fails to comply with the requirements and the procedural safeguards of Section 504, it may lose federal funds even though these funds flow indirectly to the school through a local board. In the case of bad faith or intentional wrongdoing, some courts have awarded monetary damages to prevailing parties in Section 504 lawsuits. B ecause there is no federal rule setting a uniform technical standard for determining web accessibility under Section 508 and Title II of the ADA, online service providers have no uniform standard of compliance. Some states have adopted the standards promulgated under Section 508 while others require W CAG Level A and/ or Level AA or their own unique standards. Family Educational Rig hts and P rivacy Act (“FERP A”). V irtual public schools and blended schools are also subject to the FERPA which protects the privacy of a student’s educational records and generally prohibits a school from disclosing a student’s records to a third party without the parent’s prior consent. The law also gives parents certain procedural rights with respect to their minor children’s education records. A school’s failure to comply with this law may result in termination of its eligibility to receive federal education funds. Schools that contract with vendors that violate FERPA may be prohibited from contracting with the vendor for five years. C ommunications Decency Act. The Communications Decency Act of 1996 (“CDA”) provides protection for online service providers against legal action being taken against them because of certain actions of others. For example, the CDA states that no provider or user of an interactive computer service shall be treated as the publisher or speaker of any data given by another provider of information content. Further, Section 230 of the CDA grants interactive online services of all types, broad immunity from tort liability so long as the information at issue is provided or posted by a third party. As part of our technology services offering, we provide an online school platform on which teachers and students may communicate. W e also conduct live classroom sessions using Internet-based collaboration software and we may offer certain online community platforms for students and parents. W hile the CDA affords us with some protection from liability associated with the interactive online services we offer, there are exceptions to the CDA that could result in successful actions against us that give rise to financial liability. ther Federal L aws. Other federal laws also apply to virtual managed schools, in some cases depending on the demographics associated with a school. For example, Title V I of the Civil Rights Act of 1964 has been deemed to apply to ELL Students, as further defined in the joint guidance issued by the U.S. Departments of Justice and Education in of the Education Amendments of 1972 also applies, which prohibits discrimination on the basis of January 2015. Title IX gender in education programs, activities and employment, applies to all schools that receive federal funds. There are also other federal laws and regulations that affect other aspects of our business such as the Children’s Online Privacy Protection Act (“COPPA”), which imposes certain parental notice and other requirements on us that are directed to children under 13 years of age who access the web-based schools we manage. In addition, the Children’s Internet Protection Act requires that school districts that receive certain types of federal funding must ensure that they have technology which blocks or filters certain material from being accessed through the Internet. W e have developed procedures by which computers that we ship to students meet this requirement. M any other federal and state laws, such as deceptive trade practices laws, the Lanham Act and others apply to us, just as they do to other businesses. If we fail to comply with these and other federal laws, we could be determined ineligible to receive funds from federal programs or face penalties. Laws and Regulations Applicable to Consumer Education Products offered by Galvanize, Tech Elevator and MedCerts or Restricting State L aws Authoriz ing P rivate P ost- Secondary Schools. The authority to operate a private post- secondary school is dependent on the laws and regulations of each state. Laws and regulations vary significantly from one state to the next and are constantly evolving, with regulatory authority vesting under various state agencies. G alvanize, edCerts each currently operate in a multi-jurisdictional regulatory environment, maintaining licenses Tech Elevator and M in several states. In states that have implemented specific legislation to license and oversee private post-secondary schools, G alvanize, Tech Elevator and M edCerts are able to operate under these statutes. State laws and regulations affect many aspects of operating a private post-secondary school, including, but not limited to, requiring the content and sequence of 20 O the curriculum, the methodology for counting student enrollments and reporting outcomes, graduation requirements, the duration of the approved program, the accessibility of curriculum and technology to students with disabilities, specific credentialing of teachers and administrators, the assessment of student performance, accountability requirements, and compliance with student record collection and retention requirements. Other types of state regulations applicable to private post-secondary schools include, but are not limited to, restrictions on the use of scholarships and tuition discounts, student payment policies and the collection of and use of student fees, accounting and financial management, and limitations on marketing and advertising practices. States also have laws and regulations concerning the certification, training, experience and continued professional development of teachers and staff with which private post-secondary schools may be required to comply. Additionally, state unfair edCerts in their competition and consumer protection laws and regulations apply to G alvanize, Tech Elevator and M dealings with the public, which include limitations on advertising and disclosures, and the structure of financing methods for consumer customers. Lastly, additional regulations and student outcome reporting requirements may affect G alvanize, Tech Elevator and M edCerts should they seek funding related to the W orkforce Innovation and Opportunity Act in any given state. F ed eral Law s A p lic ab le Each of G alvanize, Tech Elevator and M igher Education Act but is eligible for federal funding through its veteran' s education and workforce programs. As such, each is required to comply with the anti-discrimination provisions of Title V of the Education Amendments of 1972, as amended, Section 504 of the Rehabilitation Act of 1973, the Age Discrimination Act of 1975, and all Federal regulations adopted to carry out such laws. If we fail to comply with these federal laws, we could be determined ineligible to receive funds from federal programs or face penalties. edCerts does not qualify or receive Title IV I of the Civil Rights Act of 1964, Title IX funding under the H 21 p ITEM 1A. R ISK F R S Risk Factors Summary The following summary description sets forth an overview of the material risks we are exposed to in the normal course of our business activities. The summary does not purport to be complete and is qualified in its entirety by reference to the full risk factor discussion immediately following this summary description. Our business, results of operations and financial conditions, as well as your investment in our common stock, could be materially and adversely affected by any of the following material risks: • • The majority of our revenues come from our school-as-a-service offering and depends on per pupil funding amounts and payment formulas remaining near levels existing at the time we execute service agreements with the schools we serve; The inability to predict how the COV ID-19 pandemic will continue to impact our business; • Any failure to comply with applicable laws or regulations, the enactment of new laws or regulations, poor academic performance or misconduct by us or operators of other virtual public schools; • Opponents of public charter schools could prevail in challenging the establishment and expansion of such schools through the judicial process; • Disputes over our inability to invoice and receive payments for our services due to ambiguous enabling legislation and interpretive discrepancies by regulatory authorities; • Any failure to renew an authorizing charter for a virtual or blended public school; • Actual or alleged misconduct by current or former directors, officers, key employees or officials; • Changes in the objectives or priorities of the independent governing bodies of the schools we serve; • Any failure to renew a contract for a school-as-a-service offering, which is subject to periodic renewal; • • Schools we serve or the programs we offer may fail to enroll or re-enroll a significant number of students; The enrollment data we present may not full capture trends in our business performance; • Our marketing efforts may not be effective; • • The student demographics of the schools we serve can lead to higher costs; The ability to meet stat accountability testing standards and achieve parent and student satisfaction; • Ongoing challenges due to a transition from a federally mandated for curriculum standards and assessments to individual state determinations under the ESSA; • Risks due to mergers, acquisitions and joint ventures; • Our business could be negatively affected as a result of actions by activist stockholders; • • arket demand for online options in public schooling may decrease or not continue, or additional states may not authorize or adequately fund virtual or blended public schools; Increasing competition in the education industry sectors that we serve; 22 A C T O M • The continuous evolution of regulatory frameworks on the accessibility of technology and curriculum; • Differences between our quarterly estimates and the actual funds received and expenses incurred by the schools we serve; • Seasonal fluctuations in our business; • Our ability to create new products, expand distribution channels and pilot innovative educational programs; • Our ability to recruit, train and retain quality certified teachers; • igher operating expenses and loss of management flexibility due to collective bargaining agreements; • Our reliance on third-party service providers to host some of our solutions; • Any problems with our Company-wide ERP system; • Our ability to maintain and enhance our product and service brands; • Our ability to protect our valuable intellectual property rights, or lawsuits against us alleging the infringement of intellectual property rights of others; • Any legal liability from the actions of third parties; • Any failure to maintain and support customer facing services, systems, and platforms; • Any failure to prevent a cybersecurity incident affecting our systems, or any significant interruption in the operation of our data centers or enrollment centers; • Our reliance on the Internet to enroll students and to deliver our products and services to children; • • Scale and capacity limits on some of our technology, transaction processing systems and network hardware and software; Failure to comply with data privacy regulations; • Any failure by the single vendor we use to manage, receive, assemble and ship our learning kits and printed educational materials; • Our ability to keep pace with changes in our industry and advancements in technology; • Our ability attract and retain key executives and skilled employees; and • Our ability to obtain additional capital in the future on acceptable terms. 23 H Risks Related to Government Funding and Regulation of Public Education The majority of our revenues come from our comprehensive school-as-a-service offering in both the General Education and Career Learning markets and depends on per pupil funding amounts and payment formulas remaining near the levels existing at the time we execute service agreements with the schools we serve. If those funding levels or formulas are materially reduced or modified due to economic conditions or political opposition, or new restrictions are adopted or payments delayed, our business, financial condition, results of operations and cash flows could be adversely affected. The public schools we contract with are financed with government funding from federal, state and local taxpayers. Our business is primarily dependent upon those funds with a majority of our revenue coming from our comprehensive school-as-a-service offerings in both the G eneral Education and Career Learning markets. B udget appropriations for education at all levels of government are determined through a legislative process that may be affected by negative views of for-profit education companies, recessionary conditions in the economy at large, or significant declines in public school funding. The results of federal and state elections can also result in shifts in education policy and the amount of funding available for various education programs. The political process and potential variability in general economic conditions, including due to the COV ID-19 pandemic, create a number of risks that could have an adverse effect on our business including the following: • • Legislative proposals can and have resulted in budget or program cuts for public education, including the virtual and blended public schools and school districts we serve, and therefore have reduced and could potentially limit or eliminate the products and services those schools purchase from us, causing our revenues to decline. From time to time, proposals are introduced in state legislatures that single out virtual and blended public schools for disparate treatment. Economic conditions, including current and future business disruptions and debt and equity market volatility caused by the COV ID-19 pandemic, could reduce state education funding for all public schools or cause a delay in the payment of government funding to schools and school districts or a delay in payments to us for our products or services, the effects of which could be disproportionate for the schools we serve. Our annual revenue growth is impacted by changes in federal, state and district per pupil funding levels. For example, due to the budgetary problems arising from the 2008 recession, many states reduced per pupil funding for public education affecting many of the public schools we serve, including even abrupt midyear cuts in certain states, which in some cases were retroactively applied to the start of the school year as a result of formulaic adjustments. In addition, as we enter into service and product agreements with multiple schools in a single state, the aggregate impact of funding reductions applicable to those schools could be material. For example, we have agreements with 13 schools in California and while each school is independent with its own governing authority and no single school in California accounts for more than 10% of our revenue, regulatory actions that affect the level or timing of payments for all similarly situated schools in that state could adversely affect our financial condition. The specific level of federal, state and local funding for the coming years is not yet known for specific states and, when taken as a whole, it is reasonable to believe that a number of the public schools we serve could experience lower per pupil enrollment funding, while others may increase funding, as economic conditions or political conditions change. • As a public company, we are required to file periodic financial and other disclosure reports with the SEC. This information may be referenced in the legislative process, including budgetary considerations, related to the funding of alternative public school options, including virtual public schools and blended schools. The disclosure of this information by a for-profit education company, regardless of parent satisfaction and student performance, may nonetheless be used by opponents of virtual and blended public schools to propose funding reductions or restrictions. • From time to time, government funding to schools and school districts is not provided when due, which sometimes causes the affected schools to delay payments to us for our products and services. These payment delays have occurred in the past and can deprive us of significant working capital until the matter is resolved, which could hinder our ability to implement our growth strategies and conduct our business. For example, in fiscal year 2016, the Commonwealth of Pennsylvania was unable to approve a budget, including funding for public school education, and thus the Agora Cyber Charter School received no funds and could not make 24 timely contractual payments to the Company for our products and services, even though we continued to incur the costs to keep the school operating. e cannot predict with any certainty whether and to what degree the disruption caused by the CO pandemic and reactions thereto will continue and how our business and results of operations have been impacted or will be impacted in the future. V ID -1 W hile we have observed increasing demand from prospective students due to the COV ID-19 pandemic, we cannot estimate the specific impact of COV continue to experience current demand levels as the COV widely available. As a result, we expect to face difficulties in accurately forecasting financial results. ID-19 on these demand trends, and there is no assurance that we will ID-19 pandemic tapers, particularly as vaccinations become F ailure to comply with regulatory req uirements, poor academic performance, or misconduct by us or operators of other virtual public schools could tarnish the reputation of all the school operators in our industry, which could have a negative impact on our business or lead to punitive legislation. As a non-traditional form of public education, online public school operators will be subject to scrutiny, perhaps even greater than that applied to traditional brick and mortar public schools or public charter schools. Not all virtual public schools will have successful academic programs or operate efficiently, and new entrants may not perform well either. Such underperformance could create the impression that virtual schooling is not an effective way to educate students, whether or not our learning systems achieve satisfactory performance. Consistently poor academic performance, or the perception of poor performance, could also lead to closure of an online public school or termination of an approved provider status in some jurisdictions, or to passage of legislation empowering the state to restructure or close low-performing schools. For example, a 2016 Nevada law expanded a charter authorizer’s ability to terminate a charter based upon academic performance or to reconstitute a school’s governing board, and a 2013 Tennessee law with academic performance criteria applying only to virtual schools. B eyond academic performance issues, some virtual school operators, including us, have been subject to governmental investigations alleging, among other things, false attendance reporting, the misuse of public funds or failures in regulatory compliance. These allegations have attracted significant adverse media coverage and have prompted legislative hearings and regulatory responses. Investigations have focused on specific companies and individuals, or even entire industries, such as the industry-wide investigation of for-profit virtual schools initiated by the Attorney G eneral of California in 2015. The precise impact of these governmental investigations on our current and future business is difficult to discern, in part because of the number of states in which we operate, the range of purported malfeasance or performance issues involved, or interest by state regulatory authorities. If these situations, or any additional alleged misconduct, cause all virtual public schools to be viewed by the public and/ or policymakers unfavorably, we may find it difficult to expand into new states or renew our contracts with our clients. O pponents of public charter schools, including virtual and blended, have sought to challenge the establishment and expansion of such schools through the judicial process. If these interests prevail, it could damage our ability to sustain or grow our current business or expand in certain jurisdictions. e have been, and will likely continue to be, subject to public policy lawsuits by those who do not share our belief in the value of this form of public education or the involvement of for-profit education management companies. W hether we are a named party to these lawsuits, legal claims have involved challenges to the constitutionality of authorizing statutes, methods of instructional delivery, funding provisions and the respective roles of parents and teachers that can potentially affect us. For example, the Louisiana Association of Educators, an affiliate of a national teachers union, sought to terminate funding on state constitutional grounds to certain types of charter schools through the judicial process (including to a public school we serve), and while the teachers union was initially successful, the Louisiana Supreme Court reversed that decision in M lem entary and Sc Sec ond ary E arch 2018. See I d uc ation, 2018 W L 1319404 (M b erville Parish arch 13, 2018). v. Louisiana State B oard h ool B oard of E 25 W 9 W Should we fail to comply with the laws and regulations applicable to our business, such failures could result in a loss of public funding and an obligation to repay funds previously received, which could adversely affect our business, financial condition and results of operations. Once authorized by law, virtual and blended public schools are generally subject to extensive regulation, as are the school districts we serve. These regulations cover specific program standards and financial requirements including, but not limited to: (i) student eligibility standards; (ii) numeric and geographic limitations or caps on enrollments; (iii) state-specific curriculum requirements and standards; (iv) restrictions on open-enrollment policies by and among districts; (v) prescribed teacher to student ratios and teacher funding allocations from per pupil funding; (vi) teacher certification and reporting requirements; and (vii) virtual school attendance reporting. State and federal funding authorities conduct regular program and financial audits of the public schools we serve to ensure compliance with applicable regulations. If a final determination of non-compliance is made, additional funds may be withheld which could impair that school’s ability to pay us for services in a timely manner, or the school could be required to repay funds received during the period of non-compliance. Additionally, the indemnity provisions in our standard service agreements with virtual and blended public schools and school districts may require us to return any contested funds on behalf of the school. As an emerging form of public education with unique attributes, enabling legislation for online public schools is often ambiguous and subject to discrepancies in interpretation by regulatory authorities, which may lead to disputes over our ability to invoice and receive payments for services rendered. Statutory language providing for virtual and blended public schools is sometimes interpreted by regulatory authorities in ways that may vary from year to year making compliance subject to uncertainty. M ore issues normally arise during our first few school years of doing business in a state because such state’s enabling legislation often does not address specific issues, such as what constitutes proper documentation for enrollment eligibility or attendance reporting in a virtual or blended school. From time to time there are changes to the regulators’ approach to determining the eligibility of students for funding purposes. Another issue may be differing interpretations on what constitutes a student’s substantial completion of a semester in a public school or daily attendance requirements. These regulatory uncertainties may lead to disputes over our ability to invoice and receive payments for services rendered or to disputes with auditors of public schools, which could adversely affect our business, financial condition and results of operations. For example, in October 2017, the California Department of Education commenced an audit covering, among other things, the average daily attendance records and associated funding provided to the California V irtual Academies (“CAV As”), dependent on the proper method of counting the time-value and daily engagement of students enrolled in independent study programs provided by non-classroom based charter schools and the regulations applicable to such programs and schools. The operation of virtual and blended public charter schools depends on the maintenance of the authorizing charter and compliance with applicable laws. If these charters are not renewed, our contracts with these schools would be terminated. In many cases, virtual and blended public schools operate under a charter that is granted by a state or local authorizer to the charter holder, such as a community group or an established not-for-profit corporation, which typically is required by state law to qualify for student funding. In fiscal year 2021, a majority of our revenue was derived from our comprehensive school-as-a-service offerings in both the G eneral Education and Career Learning markets, the majority of which were virtual and blended public schools operating under a charter. The service and products agreement for these schools is with the charter holder or the charter board. Non-profit public charter schools qualifying for exemption from federal taxation under Internal Revenue Code Section 501(c)(3) as charitable organizations must also operate on an arms-length basis in accordance with Internal Revenue Service rules and policies to maintain that status and their funding eligibility. In addition, many state public charter school statutes require periodic reauthorization. If a virtual or blended public school we support fails to maintain its tax-exempt status and funding eligibility, fails to renew its charter, or if its charter is revoked for non-performance or other reasons that may be due to actions of the independent charter board completely outside of our control, our contract with that school would be terminated. For example, in fiscal year 2018, the B uckeye Community H ope Foundation terminated the charter of Insight School of Ohio. Actual or alleged misconduct by current or former directors, officers, key employees or officials could make it more difficult for us to enter into new contracts or renew existing contracts. If we or any of our current or former directors, officers, key employees, or officials are accused or found to be guilty of serious crimes or civil violations, including the mismanagement or improper accounting of public funds, or 26 violations of the federal securities laws, the schools we serve could be barred or discouraged from entering into or renewing service agreements with us. As a result, our business and revenues would be adversely affected. N ew laws or regulations not currently applicable to for-profit education companies in the K -1 and negatively impact our operations and financial results. sector could be enacted As the provision of online K-12 public education matures, policy or business practice issues may arise that could lead to the enactment of new laws or regulations similar to, or in addition to, laws or regulations applicable to other education industry sectors. For example, for-profit education companies that own and operate post-secondary colleges and programs depend in significant respect on student loans provided by the federal government to cover tuition expenses and income sharing agreements, and federal laws prohibit incentive compensation for success in securing enrollments or financial aid to any person engaged in student recruiting or admission activities. In contrast, while students in virtual or blended public K-12 schools are entitled to a public education with no federal or state loans necessary for tuition, laws could be enacted that make for-profit management companies serving such schools subject to similar recruitment or other restrictions. In keeping with good business practices, we do not award or permit incentive compensation to be paid to our public school program enrollment staff or contractors based on the number of students enrolled. New laws that specifically target for-profit education companies or education management organizations from operating public charter schools could also adversely affect our business, financial condition and results of operation. Risks Related to Our Business and Our Industry The schools we contract with and serve are governed by independent governing bodies that may shift their priorities or change objectives in ways that are adverse to us and to the students who attend the school programs we administer, or they may react negatively to acq uisitions or other transactions. e contract with and provide a majority of our products and services to virtual and blended public schools governed by independent boards or similar governing bodies. W hile we typically share a common objective at the outset of our business relationship, over time our interests could diverge resulting in changes adverse to our business or the students enrolled in those schools. The governing boards of the schools we serve in which we hire the Principal or H ead of School (“H oS”) may seek to employ their own H oS as a condition for contract renewal. This decision may potentially reduce the value of the programs they purchase from us by structurally separating the H oS from regular involvement with our virtual school management experts, employee-based professional development programs, and internal understanding of the proprietary curriculum and innovations we develop to improve academic performance. As these independent boards shift their priorities or change objectives, reduce or modify the scope of services and products we provide, or terminate their relationship with us, our ability to generate revenues consistently over time or to improve academic outcomes would be adversely affected. O ur contracts for a school-as-a-service offering are subject to periodic renewal, and each year some of these agreements are set to expire. If we are unable to renew several such contracts or if a single significant contract expires during a given year, our business, financial condition, results of operations and cash flow could be adversely affected. In fiscal year 2021, we had contracts for our school-as-a-service offerings for 77 schools in 30 states and the District of Columbia. A portion of these contracts are scheduled to expire in any given year and may not be renewed or may be renewed on terms much less favorable to us. M ost of these contracts include auto renewal provisions having significant advance notice deadlines. The advance notice provisions are intended to allow sufficient time to engage in renewal negotiations before and during the final year of these contracts. A renewed contract could involve a restructuring of our services and management arrangements that could lower our revenue or even change how revenue and expenses are recognized. W hen the customer prefers the existing contract terms to be extended, it can elect to disregard the advance notice provision and have the contract automatically renew. If we are unable to renew contracts or if contract renewals have significantly less favorable terms or unbundle previously provided services, our business, financial condition, results of operations and cash flow could be adversely affected. 27 2 W If the schools we serve fail to enroll or re-enroll a sufficient number of students, or we fail to enroll a significant number of students in the Career Learning programs for adult learners, our business, financial condition and results of operations will be adversely affected. A majority of our revenues are a direct function of how many students are enrolled in our school-as-a-service offerings, the number of school districts and students who subscribe to such district programs, and the enrollments in our three international and private pay schools. B ecause families have alternative choices both within and outside the public school system for educating their children, it is typical during each school year that some students withdraw from schools using our online education services and switch to their traditional local public schools, other charter school alternatives or private schools. W hile many of our school-as-a-service offerings also accept new student enrollment throughout the year where permitted, generally our average student enrollment declines as the school year progresses such that we serve on average fewer students at the end of any given school year than at the beginning of the year. If our school-as-a-service offerings experience higher withdrawal rates during the year and/ or enroll fewer new students as the year progresses than we have experienced in the past, our revenues, results of operations and financial condition would be adversely affected. Similarly, at the start of each new school year, students who had remained enrolled through the end of the previous year may have graduated from the terminal grade in a school or have left our school-as-a-service offerings for any number of reasons. To the extent our school-as-a-service offerings do not retain previously enrolled students from the prior year, they must attract new students at the start of the year to sustain their average student enrollment year over year, as well as to grow their enrollment each year, based upon enrollment objectives determined by the governing authority of those schools. If the schools we serve in the aggregate are able only to sustain prior year enrollment levels, our revenues may not grow from the prior year, absent improved revenue capture or the addition of new schools. M ore fundamentally, if average student enrollment at the schools we serve declines from one year to the next, our revenues, results of operations and financial condition will be adversely affected. e also contract with virtual public schools and school districts to provide marketing and enrollment services, and we provide similar services directly to our international and private pay schools. H owever, many of these customers are responsible for their own marketing and enrollment activities. Efforts on our part to sustain or increase enrollments in the face of higher student withdrawals or fewer returning students at the start of a school year may lead to higher costs for us, and may adversely affect our operating margin. If we or the virtual public schools and school districts are unsuccessful in marketing plans or enrollment processes for the schools, the average student enrollment at the schools may not grow or could even decline, and adversely affect our revenues, results of operations and financial condition. e also derive revenues from our G alvanize, Tech Elevator and M edCerts offerings to adult learners. The vast majority of the enrollments in these programs are for shorter periods of time, and re-enrollments are not typical due to the nature of these offerings. Thus, we must continually attract and enroll new adult learners in order to maintain our revenues at current levels or grow our revenues. Efforts on our part to sustain or increase enrollments in the face of lower enrollments compared to prior periods may lead to higher costs for us, and may adversely affect our operating margin. If we are unsuccessful in marketing plans or enrollment processes for these programs for adult learners, the average enrollment in our G alvanize, Tech Elevator or M edCerts offerings may not grow or could even decline, which could adversely affect our revenues, results of operations and financial condition. The enrollment data we present is subject to certain limitations and may not fully capture trends in the performance of our business. e periodically disclose enrollment data for students in our G eneral Education and Career Learning lines of revenue. H owever, this data may not fully capture trends in the performance of our business for a number of reasons, including: • • Enrollments for G eneral Education and Career Learning only include those students in full service public or private programs where Stride provides a combination of curriculum, technology, instructional and support services inclusive of administrative support; This data includes enrollments for which Stride receives no public funding or revenue; 28 W W W • No enrollments are included in Career Learning for G alvanize, Tech Elevator or M edCerts; and • Over time a student may move from being counted as a G eneral Education enrollment to being counted as a Career Learning enrollment, or vice versa, depending on the educational choices made by each student, which choices in certain cases may be impacted by counseling from Stride employees, and this may result in enrollment growth in one line of revenue being offset by a corresponding decrease in enrollments for the other line of revenue. Accordingly, changes in enrollment data may not entirely correspond with changes in the financial performance of our business, and if the mix of enrollments changes, our revenues will be impacted to the extent the average revenues per enrollments are significantly different. B ecause the independent governing authorities of our customers may shift priorities or incur new obligations which have financial conseq uences, we may be exposed to the risk of loss resulting from the nonpayment or nonperformance by our customers and our financial condition, results of operations and cash flows could suffer. If our customers were to cause or be subjected to situations that lead to a weakened financial condition, dispute our invoices, withhold payments, or file for bankruptcy, we could experience difficulty and prolonged delays in collecting receivables, if at all. Any nonpayment or nonperformance by our customers could adversely affect our business, financial condition, results of operations and cash flows. For example, in fiscal year 2017, as the Agora Cyber Charter School continued to operate as a self-managed charter school, it delayed its payments to us and our accounts receivable from the school have grown significantly, resulting in a revised payment schedule agreement, which accompanied a contract extension. A s we continue to refine our marketing efforts, and support the enrollment activities for our school-as-a-service offerings and adult learning programs, changes in our marketing efforts and enrollment activities could lead to a decline in overall enrollment at the schools we serve or at the adult learning programs we offer. As parents evaluate school choices for their children, we are segmenting our marketing efforts to better attract students who are most likely to benefit from and succeed in virtual education programs and who are likely to remain enrolled with a virtual school over several years. Our research leads us to believe that students with parents who are active and regularly engaged in their education are more likely to be successful in a virtual school. In some cases, the governing authorities of these schools may request different enrollment policies or criteria. Our marketing efforts, therefore, may not be wholly successful, and could lead to an overall decline in enrollment for our school-as-a-service, thus adversely affecting our revenue, results of operations and financial condition. Additionally, for our G alvanize, Tech Elevator and M edCerts offerings to adult learners, we are focusing our marketing and enrollment efforts to identify and attract adult learners in data science, software engineering, healthcare, medical fields, as well as providing staffing and talent development services to employers and government agencies. H owever, our marketing efforts may not be successful. As a result, our overall enrollment in these adult learning programs may decline and our revenue, results of operations and financial condition may be adversely affected. The student demographics of the schools we serve can lead to higher costs and affect our ability to sustain or grow our operating income. The schools we serve are publicly funded and are generally obligated to accept all students meeting state or district criteria for enrollment. B ecause an online education environment may offer a better educational opportunity for students falling behind grade level, our school-as-a-service offerings have experienced in recent years a higher academically at-risk student population, requiring supplemental student and family support services and closer one-on-one involvement by teachers and school personnel, leading to higher costs to us in providing full management and curriculum services to the schools. W e consider students academically at-risk if they were not proficient on the previous year’s state assessment, are credit-deficient, have previously dropped out, have failed courses, or score lower than average on diagnostic norm-referenced assessments. Some states have additional or different indicators to determine students who are at risk. These factors are used by the state to identify at-risk students in several states and have been found through research to impact future student performance. The schools we serve also enroll a significant percentage of special needs students with learning and/ or physical disabilities, which also adds to the total costs incurred by the schools. 29 Education of high school students is generally more costly than K-8 as more teachers with subject matter expertise (e.g., chemistry, calculus) must be hired to support an expansive curriculum, electives, and counseling services. As the relative percentage of high school students increases as part of the total average enrollment in our school-as-a-service offerings, our costs are likely to increase. As our cost structure evolves due to the demographics, educational profile and mix of the students enrolled in our school-as-a-service offerings, our profit margins may decline, and we may have increasing difficulty in sustaining or growing our operating income commensurate with our revenues. If student performance falls, state accountability standards are not achieved, teachers or administrators tamper with state test scoring or modified graduation req uirements, or parent and student satisfaction declines, a significant number of students may not remain enrolled in a virtual or blended public school that we serve, or charters may not be renewed or enrollment caps could be put in place, or enrollment practices could be limited and our business, financial condition and results of operations will be adversely affected. The success of our business depends in part on the choice of a family to have their child begin or continue his or her education in a virtual or blended public school that we serve. This decision is based on many factors, including student performance and parent and student satisfaction. Students may perform significantly below state averages or the virtual or blended public school may fail to meet state accountability standards. Like many traditional brick and mortar public schools, not all of the public schools we serve meet the requirements of their applicable accountability frameworks, as large numbers of new enrollments from students underperforming in traditional schools can decrease overall results or the underperformance of any one subgroup can lead to the entire school failing to meet accountability expectations and potentially lead to the school’s closure. For example, in Tennessee, the Commissioner of Education has statutory authority to close a virtual school if an accountability trigger is met. In addition, although serving academically at-risk students is an important aspect of our obligation to educate any child regardless of circumstance, the performance of these students can adversely affect a school’s standing under applicable accountability standards. W e expect that, as our enrollments increase and the portion of students that have not used our learning systems for multiple years increases, the average performance of all students using our learning systems may decrease, even if the individual performance of other students improves over time. This effect may also be exacerbated if students enrolled in schools that we provide services to or acquire are predominately below state proficiency standards or experience low graduation rates. For example, at-risk students who attended the Electronic Classroom of Tomorrow (ECOT) schools in Ohio which were closed in mid-school irtual Academy year 2017-18 by state regulators, and who then transferred to other public schools, including the Ohio V supported by us, could negatively impact a receiving school’s overall academic performance ratings absent a different accountability measure applicable to such students or waiver of such standards. M oreover, under ESSA, state authorities may change their accountability frameworks in ways that negatively impact the schools we serve. Students in the school-as-a-service offerings we serve are required to complete standardized state testing, and the frequency and the results of this testing may have an impact on school enrollment. The significant increase of testing undertaken at the state level has led some parents to opt out of state assessments, a parental right which is now codified in the ESSA, thereby resulting in an incomplete and potentially inaccurate assessment of school and student performance. To avoid the consequences of failing to meet applicable required proficiency, growth or accountability standards, teachers or school administrators may engage in improperly altering student test scores or graduation standards especially if teacher performance and compensation are evaluated on these results. Finally, parent and student satisfaction may decline as not all parents and students are able to devote the substantial time and effort necessary to complete our curriculum. A student’s satisfaction may also suffer if his or her relationship with the virtual or blended public school teacher does not meet expectations. If student performance or satisfaction declines, students may decide not to remain enrolled in a virtual or blended public school that we serve and our business, financial condition and results of operations could be adversely affected. The transition from a federally mandated approach for curriculum standards and assessments to individual state determinations under the ES may create ongoing challenges to ensure that our curriculum products align with state req uirements, which could possibly cause academic performance to decline and dissatisfaction by our school customers which could limit our growth and profitability. Under the ESSA, states will set their own curriculum standards in reading, math and science, and the federal government is prohibited from mandating or incentivizing states to adopt any set of particular standards, such as Common Core. States were also given the authority under the ESSA to craft their own assessment programs to measure the 30 S A proficiency of their students for college and career readiness, and may also choose to offer already available nationally recognized assessments at the high school level, such as the SAT or ACT tests. As implementation proceeds at the state level, and use of the assessments previously developed by the Partnership for Assessment of Readiness for College and Careers and Smarter B alanced Assessment Consortium consortia continues to erode, a multitude of different standards and assessments may emerge and result in temporary misalignments of our curriculum offerings with state standards, cause academic performance to decline, create a need for additional teacher training and product investments, all of which could adversely affect our relationship with public school contracting with us for a school-as-a-service offering and school district customers, financial condition, contract renewals and reputation. ergers, acquisitions and joint ventures present many risks, and we may not realize the financial and strategic goals that formed the basis for the transaction. edCerts in November 2020. W W hen strategic opportunities arise to expand our business, we may acquire or invest in other companies using cash, stock, debt, asset contributions or any combination thereof, such as the acquisitions of G alvanize in January 2020, e may face risks in connection with these or other Tech Elevator in November 2020 and M future transactions, including the possibility that we may not realize the anticipated cost and revenue synergies on a timely basis, or at all, or further the strategic purpose of any acquisition if our forecasts do not materialize. The pursuit of acquisitions and their integrations may divert the resources that could otherwise be used to support and grow our existing lines of business. The combination of two or more independent enterprises is a complex, costly and time-consuming process. Acquisitions may create multiple and overlapping product lines that are offered, priced and supported differently, which could cause customer confusion and delays in service. W e may have difficulties coordinating sales and marketing efforts to effectively position the combined company’s capabilities. Customers may decline to renew their contracts or the contracts of acquired businesses might not allow us to recognize revenues on the same basis. These transactions and their integrations may also divert our management’s attention and our ongoing business may be disrupted by acquisition, transition or integration activities. In addition, we may have difficulty separating, transitioning and integrating an acquired company’s systems, including but not limited to, financial accounting systems, information technology systems, transaction processing systems, internal controls and standards, and procedures and policies, and the associated costs in doing so may be higher than we anticipate. There may also be other adverse effects on our business, operating results or financial condition associated with the expansion of our business through acquisitions. W e may fail to identify or assess the magnitude of certain liabilities, shortcomings or other circumstances prior to acquiring a company or technology, which could result in unexpected operating expenses, unexpected accounting treatment, unexpected increases in taxes due or a loss of anticipated tax benefits. The acquired companies, including G alvanize, Tech Elevator and M edCerts, may not be able to achieve the levels of revenue, earnings or operating efficiency that we expect. Our use of cash to pay for acquisitions may limit other potential uses of our cash, including investment in other areas of our business, stock repurchases, dividend payments and retirement of outstanding indebtedness. If we issue a significant amount of equity for future acquisitions, existing stockholders may be diluted and earnings per share may decrease. W e may pay more than the acquired company or assets are ultimately worth and we may have underestimated our costs in continuing the support and development of an acquired company’s offerings. Our operating results may be adversely impacted by liabilities resulting from a stock or asset acquisition, which may be costly, disruptive to our business, or lead to litigation. e may be unable to obtain required approvals from governmental authorities on a timely basis, if at all, which could, among other things, delay or prevent us from completing a transaction, otherwise restrict our ability to realize the expected financial or strategic goals of an acquisition or have other adverse effects on our current business and operations. e may face contingencies related to intellectual property, financial disclosures, and accounting practices or internal controls. Finally, we may not be able to retain key executives of an acquired company. To execute our business plans, we depend upon the experience and industry knowledge of our officers and other edCerts acquisitions. The key employees, including those who joined us as part of the G alvanize, Tech Elevator, and M combined company’s success will depend, in part, upon our ability to retain key management personnel and other key employees, some of which may experience uncertainty about their future roles with the combined company as a result of the acquisition. This may have a material adverse effect on our ability to attract and retain key personnel. The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition or cash flows, particularly in the case of a larger acquisition or several concurrent acquisitions. 31 M W W O ur business could be negatively affected as a result of actions by activist stockholders, and such activism could impact the trading value of our securities and harm our business, financial condition and results of operations. Responding to actions by activist stockholders can be costly and time consuming, disrupting our operations and diverting the attention of management and our employees. If activist stockholders were to emerge, their activities could interfere with our ability to execute our strategic plan and divert resources from our business. In addition, a proxy contest for the election of directors at our annual meeting would require us to incur significant legal fees and proxy solicitation expenses and require significant time and attention of management and our B oard of Directors. Any perceived uncertainties as to our future direction also could affect the market price and volatility of our securities, cause key executives to leave the Company, adversely affect the relationships we have with our school board customers, and harm existing and new business prospects. If market demand for online options in public schooling does not increase or continue or if additional states do not authorize or adequately fund virtual or blended public schools, our business, financial condition and results of operations could be adversely affected. W hile historically we grew by opening new virtual public schools in new states, in recent years the pace of state expansion has declined while opening more schools in existing states has increased. In fiscal year 2021, we served 77 ithout adding additional states, our virtual public schools and blended schools in 30 states and the District of Columbia. W school-as-a-service revenues may become increasingly dependent on serving more virtual schools in existing states. W e may also not be able to fill available enrollment slots as forecasted. If the market demand for virtual and blended public schools does not increase or declines, if the remaining states are hesitant to authorize virtual or blended public schools, if enrollment caps are not removed or raised, or if the funding of such schools is inadequate, our opportunities for growth and our ability to sustain our revenues, results of operations and financial condition would be adversely affected. Increasing competition in the education industry sectors that we serve could lead to pricing pressures, reduced operating margins, loss of market share, departure of key employees and increased capital expenditures. As a general matter, we face varying degrees of competition from a variety of education providers because our learning systems integrate all the elements of the education development and delivery process, including curriculum development, textbook publishing, teacher training and support, lesson planning, testing and assessment, job placement and industry-certified content, and school performance and compliance management. In both our G eneral Education and Career Learning markets, we compete with companies that provide online curriculum and support services. W e also compete with public school districts and state departments of education that offer K-12 online programs of their own or in partnership with other online curriculum vendors. As we pursue our post-secondary Career Learning strategic initiatives edCerts subsidiaries, we will be competing with corporate training businesses through our G alvanize, Tech Elevator and M and some employers that offer education as an employee benefit. W e anticipate intensifying competition both from existing competitors and new entrants. Our competitors may adopt superior curriculum content, technology and learning platforms, school support and marketing approaches, with different pricing and service packages that may have greater appeal than our offerings. In addition, some of our school-as-a-service offerings could seek to transition to a self-managed school by inviting competitive alternatives to portions of the products and services now provided entirely by us under our integrated fully managed service agreements. If we are unable to successfully compete for new business, win and renew contracts, including fully managed public school contracts, or students fail to realize sufficient gains in academic performance, our revenues, opportunities for growth and operating margins may decline. Price competition from our current and future competitors could also result in reduced revenues, reduced margins or the failure of our product and service offerings to achieve or maintain more widespread market acceptance. e may also face competition from publishers of traditional educational materials that are substantially larger than we are and have significantly greater financial, technical and marketing resources, and may enter the field through acquisitions and mergers. M any of these traditional publishers, or new market entrants, have developed their own online curriculum products and teaching materials that compete directly with our post-secondary Career Learning products. As a result, they may be able to devote more resources and move quickly to develop products and services that are superior to our platform and technologies. W e may not have the resources necessary to acquire or compete with technologies being developed by our competitors, which may render our online delivery format less competitive or obsolete. These new and well-funded entrants may also seek to attract our key executives as employees based on their acquired expertise in virtual education where such specialized skills are not widely available. 32 W Our future success will depend in large part on our ability to maintain a competitive position with our curriculum and our technology, as well as our ability to increase capital expenditures to sustain the competitive position of our product and retain our talent base. W e cannot assure that we will have the financial resources, technical expertise, marketing, distribution or support capabilities to compete effectively. R egulatory frameworks on the accessibility of technology and curriculum are continually evolving due to legislative and administrative developments and the rapid evolution of technology, which could result in increased product development costs and compliance risks. Our online curriculum is made available to students through websites, computers and other display devices connected to the Internet. The website platforms and online curriculum include a combination of software applications that include graphics, pictures, videos, animations, sounds and interactive content that may present challenges to individuals with disabilities. A number of states and federal authorities have considered or are considering how web-based information should be made accessible to persons with such disabilities. To the extent they enact or interpret laws and regulations to require greater accessibility than we currently provide, we may have to modify our offerings to satisfy those requirements. B ecause there is no federal rule setting a uniform technical standard for determining web accessibility under Section 508 and Title II of the ADA, online service providers have no uniform standard of compliance. Some states have adopted the standards promulgated under Section 508 while others require W CAG Level A and/ or Level AA or their own unique standards. In addition, Section 504 of the Rehabilitation Act of 1973 is designed to ensure that students with disabilities have an equal opportunity to access each school’s website and online learning environment. To the extent that we enter into federal government contracts, different standards of compliance could be imposed on us under Section 508 of the Rehabilitation Act, or by states who apply these federal standards under Section 508 or other standards to education providers, which standards may be changed from time to time. B eyond the significant product development costs associated with these evolving regulations, a failure to meet such requirements could also result in loss or termination of material contracts, inability to secure new contracts, or in potential legal liability. O ur revenues from our school-as-a-service offerings are based in part on our estimate of the total funds each school will receive in a particular school year and our estimate of the full year expenses to be incurred by each school. A s a result, differences between our q uarterly estimates and the actual funds received and expenses incurred could have an adverse impact on our results of operations and cash flows. e recognize revenues ratably from certain of our fees charged to school-as-a-service offerings over the course of our fiscal year. To determine the pro rata amount of revenues to recognize in a fiscal quarter, we estimate the total expected funds each school will receive in a particular school year. Additionally, we take responsibility for any operating deficits incurred at most of the school-as-a-service offerings we serve. B ecause this may impair our ability to collect the full amount invoiced in a period and therefore collection cannot reasonably be assured, we reduce revenues by the e review our estimates of total funds and operating expenses estimated pro rata amount of the school’s net operating loss. W periodically, and we revise as necessary, by adjusting our year-to-date earned revenues to be proportional to the expected revenues to be earned during the fiscal year. Actual school funding received and school operating expenses incurred may vary from our estimates or revisions and could adversely impact our revenues, results of operations and cash flows. O ur business is subject to seasonal fluctuations, which may cause our operating results to fluctuate from q uarter-to-q uarter and adversely impact our working capital and liq uidity throughout the year. Our operating results normally fluctuate as a result of seasonal variations in our business, principally due to the number of months in a fiscal quarter that our school customers are fully operational and serving students. In the typical academic year, our first and fourth fiscal quarters have fewer than three full months of operations, whereas our second and third fiscal quarters will have three complete months of operations. Instructional costs and services increase in the first fiscal quarter primarily due to the costs incurred to ship learning kits at the beginning of the school year. These instructional costs may increase significantly quarter-to-quarter as school operating expenses increase. The majority of our selling and marketing expenses are incurred in the first and fourth fiscal quarters, as our primary enrollment season is April through September. e expect quarterly fluctuations in our operating results to continue. These fluctuations could result in volatility and adversely affect our cash flow. As our business grows, these seasonal fluctuations may become more pronounced. As a result, we believe that sequential quarterly comparisons of our financial results may not provide an accurate assessment of our financial position. 33 W W Risks Related to Our Operations e plan to continue to create new products, expand distribution channels and pilot innovative educational programs to enhance academic performance. If we are unable to effectively manage these initiatives or they fail to gain acceptance, our business, financial condition, results of operations and cash flows would be adversely affected. As we create and acquire new products, expand our existing customer base and pilot new educational programs, we expect to face challenges distinct from those we currently encounter, including: • • • • • • • • • our continual efforts to innovate and pilot new programs to enhance student learning and to foster college and career opportunities, such as our Stride Career Prep schools which offer pathways for Career Learning, may not receive sufficient market acceptance to be economically viable; the ongoing transition of our curriculum from Flash to H TM L, and our use of third party educational platforms that we do not control, could create issues with customer satisfaction, early withdrawals and declines in re-registrations, and potentially harm our reputation; the acquisition or opening of additional school-as-a-service offering in states where we already have a contract with other schools can potentially complicate the school selection process for prospective parents, and present marketing differentiation challenges depending on the facts and circumstances in that state; our development of public blended schools has raised different operational challenges than those we face lended schools require us to lease facilities for classrooms, staff classrooms with full-time virtual schools. B with teachers, sometimes provide meals and kitchen facilities, adhere to local safety and fire codes, purchase additional insurance and fulfill many other responsibilities; operating in international markets may require us to conduct our business differently than we do in the United States or in existing countries. Additionally, we may have difficulty training and retaining qualified teachers or generating sufficient demand for our products and services in international markets. International opportunities will also present us with different legal, operational, tax and currency challenges; the use of our curriculum in classrooms will produce challenges with respect to adapting our curriculum for effective use in a traditional classroom setting; our creation of curricula and instruction protocols for courses taught through our G alvanize, Tech Elevator edCerts subsidiaries requires us to rely upon specialized instructors and curriculum developers; and M our online private school business is dependent on a tuition-based financial model and may not be able to enroll a sufficient number of students over time to achieve long-run profitability or deliver a high level of customer satisfaction; and our participation in summer foreign language instruction camps through M IL could generate new legal liabilities and financial consequences associated with our responsibility for students housed on leased college campuses on a 24-hour basis over the duration of the camp. Our failure to manage these business expansion programs, or any new business expansion program or new distribution channel we pursue, may have an adverse effect on our business, financial condition, results of operations and cash flows. igh-q uality teachers are critical to the success of our learning systems. If we are not able to continue to recruit, train and retain q uality certified teachers, our curriculum might not be effectively delivered to students, compromising their academic performance and our reputation. A s a result, our brand, business and operating results may be adversely affected. igh-quality teachers are critical to maintaining the value of our learning systems and assisting students with their daily lessons. In addition, teachers in the public schools we manage or who provide instruction in connection with 34 W H H the online programs we offer to school districts, must be state certified (with limited exceptions or temporary waiver provisions in various states), and we must implement effective internal controls in each jurisdiction to ensure valid teacher certifications, as well as the proper matching of certifications with student grade levels and subjects to be taught. Teachers must also possess strong interpersonal communications skills to be able to effectively instruct students in a virtual school setting, and the technical skills to use our technology-based learning systems. There is a limited pool of teachers with these specialized attributes and the public schools and school districts we serve must provide competitive benefits packages to attract and retain such qualified teachers. The teachers in many public schools we serve are not our employees and the ultimate authority relating to those teachers resides with an independent not-for-profit governing body, which oversees the schools. H owever, under many of our service and product agreements with virtual and blended public schools, we have responsibility to recruit, train and manage these teachers. The teacher recruitment and student assignment procedures and processes for our school-as-a- service offerings must also comply with individual state certification and reporting requirements. W e must also provide continuous training to virtual and blended public school teachers so they can stay abreast of changes in student needs, e academic standards and other key trends necessary to teach online effectively, including measures of effectiveness. W may not be able to recruit, train and retain enough qualified teachers to keep pace with school demand while maintaining consistent teaching quality in the various public schools we serve. Shortages of qualified teachers, failures to ensure proper teacher certifications and course assignments in each state, or decreases in the quality of our instruction, whether actual or perceived, could have an adverse effect on our business. School teachers are subject to union organizing campaigns, and if the teachers employed by us or at the public schools we serve join a union, collective bargaining agreements negotiated with union representatives could result in higher operating expenses and the loss of management flexibility and innovation for which charter schools were created. If the teachers at any one of the public schools we serve were to unionize, as is the case in California, the employer would become subject to a collective bargaining agreement with union representatives. A collective bargaining agreement could impact teacher salaries, benefits, work rules, teacher tenure and provide for restrictions on the teaching work-day and the time devoted to online instruction delivery or communications with students, and place limitations on the flexibility to reassign or remove teachers for inadequate performance. This could result in higher school-related expenses and could impede the sustainability of, or growth in, enrollment at the school due to the loss of management flexibility and innovation. The outcome could result in higher costs to us in providing educational support and curriculum services to the school, which may adversely affect our operating margins, overall revenues and academic performance results. We rely on third-party service providers to host some of our solutions and any interruptions or delays in services from these third parties could impair the delivery of our products and harm our business. e currently outsource some of our hosting services to third parties. W e do not control the operation of any third party facilities. These facilities are vulnerable to damage or interruption from natural disasters, fires, power loss, telecommunications failures and similar events. They are also subject to break-ins, computer viruses, sabotage, intentional acts of vandalism and other misconduct. The occurrence of any of these disasters or other unanticipated problems could result in lengthy interruptions in our service. Furthermore, the availability of our proprietary and third-party LM Ss could be interrupted by a number of additional factors, including our customers’ inability to access the Internet, the failure of our network or software systems due to human or other error, security breaches or the ability of the infrastructure to handle spikes in customer usage. Interruptions in our service may reduce our revenue, cause us to issue credits or pay penalties, cause customers to terminate their subscriptions and adversely affect our renewal rates and our ability to attract new customers. Our business will also be harmed if our customers and potential customers believe our service is unreliable. We operate a complex Company-wide enterprise resource planning (“ERP”) system and if it were to experience significant operating problems, it could adversely affect our business and results of operations. e operate a complex Company-wide, Oracle-hosted, integrated ERP system to handle various business, operating and financial processes which handles a variety of important functions, such as order entry, invoicing, accounts receivable, accounts payable, financial consolidation and internal and external financial and management reporting matters. If the ERP system experiences significant problems, it could result in operational issues including delayed billing and accounting errors and other operational issues which could adversely affect our business and results of operations. System delays or malfunctioning could also disrupt our ability to timely and accurately process and report results of our 35 W W operations, financial position and cash flows, which could impact our ability to timely complete important business processes. The continued development of our product and service brands is important to our business. If we are not able to maintain and enhance these brands, our business and operating results may suffer. Enhancing brand awareness is critical to attracting and retaining students, and for serving additional virtual and blended public schools, school districts and online private schools, and we intend to spend significant resources to accomplish that objective. These efforts include sales and marketing directed to targeted locations as well as the national marketplace, discrete student populations, the educational community at large, key policy groups, image-makers and the media. As we continue to seek to increase enrollments and extend our geographic reach and product and service offerings, maintaining quality and consistency across all our services and products may become more difficult to achieve, and any significant and well-publicized failure to maintain this quality and consistency will have a detrimental effect on our brands. e cannot provide assurances that our new sales and marketing efforts will be successful in further promoting our brands in a competitive and cost-effective manner. If we are unable to further enhance our brand recognition and increase awareness of our products and services, or if we incur excessive sales and marketing expenses, our business and results of operations could be adversely affected. O ur intellectual property rights are valuable, and any inability to protect them could reduce the value of our products, services and brand. Our patents, trademarks, trade secrets, copyrights, domain names and other intellectual property rights are important assets. For example, we have been granted three U.S. patents related to our provision of virtual schooling, including the system components for creating and administering assessment tests and our lesson progress tracker, and two U.S. patents related to foreign language instruction. Additionally, we are the copyright owner of courses in our proprietary curriculum. V arious events outside of our control pose a threat to our intellectual property rights. For instance, effective intellectual property protection may not be available in every country in which our products and services are distributed or made available through the Internet. Also, the efforts we have taken to protect our proprietary rights may not be sufficient or effective. If we fail to protect adequately our intellectual property through patents, trademarks and copyrights, license agreements, employment agreements, confidentiality agreements, nondisclosure agreements or similar agreements, our intellectual property rights may be misappropriated by others, invalidated or challenged, and our competitors could duplicate our technology or may otherwise limit any competitive technology advantage we may have. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. Also, protecting our intellectual property rights is costly and time consuming. Any unauthorized use of our intellectual property could make it more expensive to do business and harm our operating results. It is possible that we may not be able to sufficiently protect our innovations. In addition, given the costs of obtaining patent protection, we may choose not to protect certain innovations that later turn out to be important. Further, there is always the possibility that the scope of the protection gained will be insufficient or that an issued patent be deemed invalid or unenforceable. e also seek to maintain certain intellectual property as trade secrets. This secrecy could be compromised by outside parties, whether through breach of our network security or otherwise, or by our employees or former employees, intentionally or accidentally, which would cause us to lose the competitive advantage resulting from these trade secrets. Third parties may acquire domain names that are substantially similar to our domain names leading to a decrease in the value of our domain names and trademarks and other proprietary rights. Lawsuits against us alleging infringement of the intellectual property rights of others and such actions would be costly to defend, could req uire us to pay damages or royalty payments and could limit our ability or increase our costs to use certain technologies in the future. Companies in the Internet, software, technology, education, curriculum and media industries own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. Regardless of the merits, intellectual property claims are time-consuming and expensive to litigate or settle. For example, a non-practicing entity sued us alleging that our proprietary learning 36 W W systems infringed three of its patents although its lawsuit was ultimately dismissed on the merits in 2014. In addition, to the extent claims against us are successful, we may have to pay substantial monetary damages or discontinue certain products, services or practices that are found to be in violation of another party’s rights. W e may also have to seek a license and make royalty payments to continue offering our products and services or following such practices, which may significantly increase our operating expenses. e may be subject to legal liability resulting from the actions of third parties, including independent contractors, business partners, or teachers, which could cause us to incur substantial costs and damage our reputation. e may be subject, directly or indirectly, to legal claims associated with the actions of or filed by our independent contractors, business partners, or teachers. In the event of accidents or injuries or other harm to students, we could face claims alleging that we were negligent, provided inadequate supervision or were otherwise liable for their injuries and our insurance may not cover the expenses of litigation or settlement amounts. Additionally, we could face claims alleging that our independent curriculum contractors or teachers infringed the intellectual property rights of third parties. A liability claim against us or any of our independent contractors, business partners, or teachers could adversely affect our reputation, enrollment and revenues. Even if unsuccessful, such a claim could create unfavorable publicity, cause us to incur substantial expenses and divert the time and attention of management. e operate in markets that are dependent on Information Technology ( IT) systems and technological change. F ailure to maintain and support customer facing services, systems, and platforms, including addressing q uality issues and execution on time of new products and enhancements, could negatively impact our revenues and reputation. e use complex IT systems and products to support our business activities, including customer-facing systems, back-office processing and infrastructure. W e face several technological risks associated with online product service delivery, information technology security (including virus and cyber-attacks), e-commerce and enterprise resource planning system implementation and upgrades. From time to time we have experienced verifiable attacks on our system by unauthorized parties, and our plans and procedures to reduce such risks may not be successful. Thus, our business could be adversely affected if our systems and infrastructure experience a significant failure or interruption in the event of future attacks on our system by unauthorized parties. The failure to prevent a cybersecurity incident affecting our systems could result in the disruption of our services and the disclosure or misappropriation of sensitive information, which could harm our reputation, decrease demand for our services and products, expose us to liability, penalties, and remedial costs, or otherwise adversely affect our financial performance. In order to provide our services and solutions, we depend on various information-technology systems, including those of third parties, to process, transmit, host and securely store electronic information, including confidential employee, customer, student, and parent information. Information-technology systems are at risk of being compromised, whether through malicious activity or human or technological error. Although we dedicate personnel and resources toward protecting against such cybersecurity risks, our efforts may fail to prevent a security incident. For example, on December 1, 2020, we announced a security incident involving a ransomware attack. The incident resulted in the attacker accessing certain parts of our corporate back-office systems, including some student and employee e do not believe the incident will have a material impact on our business, operations or information on those systems. W financial results. W e worked with our cyber insurance provider to make a payment to the ransomware attacker, as a proactive and preventive step to prevent the information obtained by the attacker from being released on the Internet or otherwise disclosed, although there is always a risk that the threat actor will not adhere to negotiated terms. Any remediation measures that we have taken or that we may undertake in the future in response to this security incident may be insufficient to prevent future attacks. Any security incident that results in employee, customer, student, or parent information being accessed without authorization, or that otherwise disrupts or negatively impacts our operations, could harm our reputation, lead to customer e may also be required to expend significant attrition, and expose us to regulatory enforcement action or litigation. W capital and other resources in response to a security breach, including notification under data privacy laws and regulations, and incur expenses related to containing the incident and remediating our information security systems. M onetary damages and penalties and other costs or losses could be significant and may exceed insurance policy limits or may not be covered 37 W W W W by our insurance at all. In addition, a security breach could require that we expend substantial additional resources related to the security of our information systems, diverting resources from other projects and disrupting our businesses. e rely on the Internet to enroll students and to deliver our products and services to children and to market ourselves and schools that contract with us, all of which exposes us to a growing number of legal risks and increasing regulation. e collect information regarding students during the online enrollment process and a significant amount of our curriculum content is delivered over the Internet. As a result, specific federal, state and other jurisdictional laws that could have an impact on our business include the following: • • • • • • • the COPPA, as implemented by regulations of the Federal Trade Commission (revised July 2013), imposes restrictions on the ability of online companies to collect and use personal information from children under the age of 13; the FERPA, which imposes parental or student consent requirements for specified disclosures of student information to third parties, and emerging state student data privacy laws; the CDA, which provides website operators immunity from most claims arising from the publication of third-party content; numerous state cyberbullying laws which require schools to adopt policies on harassment through the Internet or other electronic communications; rapidly emerging state student data privacy laws which require schools to adopt privacy policies and/ or require certain contractual commitments from education technology providers are applicable to virtual schools and can significantly vary from one state to another; federal and state laws that govern schools’ obligations to ELL students and students with disabilities; and the European Union G eneral Data Protection Regulation (“G DPR”) which may apply to certain aspects of our Private Pay schools. In addition, the laws applicable to the Internet are still developing. These laws impact pricing, advertising, taxation, consumer protection, quality of products and services, and are in a state of change. New or amended laws may also be enacted, which could increase the costs of regulatory compliance for us or force us to change our business practices. As a result, we may be exposed to substantial liability, including significant expenses necessary to comply with such laws and regulations and indemnification of schools we operate for liabilities resulting from a school’s failure to comply with such laws and regulations. F ailure to comply with data privacy regulations could result in reputational damage to our brands and adversely affect our business, financial condition and results of operations. Any perceived or actual unauthorized disclosure of personally identifiable information, whether through breach of our network or a vendor’s network by an unauthorized party, employee theft, misuse or error or otherwise, could harm our reputation, impair our ability to attract and retain our customers, or subject us to claims or litigation arising from damages suffered by individuals. Failure to adequately protect personally identifiable information could potentially lead to penalties, significant remediation costs, reputational damage, the cancellation of existing contracts and difficulty in competing for future business. In addition, we could incur significant costs in complying with relevant laws and regulations regarding the unauthorized disclosure of personal information, which may be affected by any changes to data privacy legislation at both the federal and state levels. B ecause we serve students residing in foreign countries, we may be subject to privacy laws of other countries and regions, such as the G DPR. In addition to the possibility of penalties, remediation costs and reputational damage, the cost of compliance with foreign laws may outweigh revenue from those countries to such an extent that we may discontinue or restrict our offerings to certain countries. 38 W W We utilize a single logistics vendor for the management, receiving, assembly and shipping of all of our learning k its and printed educational materials. I n addition, we utilize the same vendor at a second location for the reclamation and redeployment of our student computers. T his partnership depends upon execution on the part of us and the vendor. A ny material failure to execute properly for any reason, including damage or disruption to any of the vendor’ s facilities would have an adverse effect on our business, financial condition and results of operations. Substantially all of the inventory for our learning kits and printed materials is located in one warehouse facility, which is operated by a third-party logistics vendor that handles receipt, assembly and shipping of all physical learning materials. If this logistics vendor were to fail to meet its obligations to deliver learning materials to students in a timely manner, or if a material number of such shipments are incomplete or contain assembly errors, our business and results of operations could be adversely affected. In addition, we provide computers for a substantial number of our students. Execution or merger integration failures which interfere with the reclamation or redeployment of computers may result in additional costs. Furthermore, a natural disaster, fire, power interruption, work stoppage or other unanticipated catastrophic event, especially during the period from April through June when we are awaiting receipt of most of the curriculum materials for the school year and have not yet shipped such materials to students, could significantly disrupt our ability to deliver our products and operate our business. If any of our material inventory items were to experience any significant damage, we would be unable to meet our contractual obligations and our business would suffer. A ny significant interruption in the operation of our data centers could cause a loss of data and disrupt our ability to manage our network hardware and software and technological infrastructure. e host our products and serve all of our students from third-party data center facilities. As part of our risk mitigation plan, we opened a second data center in a different geographic location. Even with such redundancy, we may not be able to prevent a significant interruption in the operation of these facilities or the loss of school and operational data due to a natural disaster, fire, power interruption, act of terrorism or other unanticipated catastrophic event. Any significant interruption in the operation of these facilities, including an interruption caused by our failure to successfully expand or upgrade our systems or manage our transition to utilizing the expansions or upgrades, could reduce our ability to manage our network and technological infrastructure, which could result in lost sales, enrollment terminations and impact our brand reputation. Additionally, we do not control the operation of these facilities and must rely on another party to provide the physical security, facilities management and communications infrastructure services related to our data centers and our reliance on a single vendor exposes us to risks outside of our control. If this vendor encounters financial difficulty such as bankruptcy or other events beyond our control that causes it to fail to secure adequately and maintain its hosting facilities or provide the required data communications capacity, students of the schools we serve may experience interruptions in our service or the loss or theft of important customer data. A ny significant interruption in the operation of our enrollment centers could disrupt our ability to recommend educational options to parents, respond to service req uests and process enrollments. Our primary enrollment center operations are housed in our corporate headquarters in H erndon, V irginia and in a facility located in Knoxville, Tennessee. W e are able to reroute calls to the other facility if one facility is unable to temporarily service calls. Rerouting of calls may not be able to prevent a significant interruption in the operation of any of the facilities due to natural disasters, accidents, and failures of our fulfillment provider. Any significant interruption in the operation of any primary facility, including an interruption caused by our failure to successfully expand or upgrade our systems or to manage these expansions or upgrades, could reduce our ability to respond to service requests, receive and process orders and provide products and services, which could result in lost and cancelled sales, and damage to our brand reputation. Scale and capacity limits on some of our technology, transaction processing systems and network hardware and software may be difficult to project and we may not be able to expand and upgrade our systems in a timely manner to meet significant unexpected increased demand. As the number of schools we serve increases and our student base grows, the traffic on our transaction processing systems and network hardware and software will rise. In our capacity planning processes, we may be unable to accurately project the rate of increase in the use of our transaction processing systems and network hardware and software. In addition, we may not be able to expand and upgrade our systems and network hardware and software capabilities to accommodate 39 W significant unexpected increased or peak use. If we are unable to appropriately upgrade our systems and network hardware and software in a timely manner, our operations and processes may be temporarily disrupted. O ur efforts to expand capacity may not produce the operational and financial results for which those investments were intended. As we have grown to serve more schools, students and families in an increasing number of states and countries, we have invested in infrastructure systems and technology to keep pace such as new communication systems, enterprise hardware and software systems, and enrollment centers. In the absence of compatible business processes, adequate employee training, integration with other dependent systems, and sufficient staffing, this expanded capacity alone may not result in improved performance or outcomes. e may be unable to keep pace with changes in our industry and advancements in technology as our business and market strategy evolves. As changes in our industry occur or macroeconomic conditions fluctuate we may need to adjust our business strategies or find it necessary to restructure our operations or businesses, which could lead to changes in our cost structure, the need to write down the value of assets, or impact our profitability. W e also make investments in existing or new businesses, including investments in technology and expansion of our business lines. These investments may have short-term returns that are negative or less than expected and the ultimate business prospects of the business may be uncertain. As our business and market strategy evolves, we also will need to respond to technological advances and emerging industry standards in a cost-effective and timely manner in order to remain competitive, such as the ubiquitous use of tablets for public school applications, adaptive learning technologies, and web accessibility standards. The need to respond to technological changes may require us to make substantial, unanticipated expenditures. There can be no assurance that we will be able to respond successfully to technological change. e may be unable to attract and retain key executives and skilled employees, and because our employees are located throughout the U nited S tates, we may incur additional compliance and litigation costs that could adversely impact our business, financial condition and our results of operations. Our success depends in large part on continued employment of senior management and key personnel who can effectively operate our business, which is necessary in the highly regulated public education sector involving a publicly traded for-profit company. This complexity requires us to attract and retain experienced executive management and employees with specialized skills and knowledge across many disciplines. If any of these employees leave us and we fail to effectively manage a transition to new personnel, or if we fail to attract and retain qualified and experienced professionals on acceptable terms, our business, financial condition and results of operations could be adversely affected. Our success also depends on our having highly trained financial, technical, recruiting, sales and marketing e will need to continue to hire additional personnel as our business grows. A shortage in the number of people personnel. W with these skills or our failure to attract them to our Company could impede our ability to increase revenues from our existing products and services, ensure full compliance with federal and state regulations, launch new product offerings, and would have an adverse effect on our business and financial results. e are subject to the Fair Labor Standards Act and other state and federal employment laws. These laws govern such matters as minimum wage, overtime, leave, and other working conditions that can increase our labor costs or subject us to liabilities to our employees. In addition, many state and local jurisdictions are adopting their own laws, such as paid sick leave, to address conditions of employment not covered by federal law and/ or to provide additional rights and benefits to employees. These developments and disparate laws could increase our costs of doing business, lead to litigation, or have a material adverse effect on our business, financial condition and results of operations. 40 W W W e may need additional capital in the future, but there is no assurance that funds will be available on acceptable terms. e may need to raise additional funds in order to achieve growth or fund other business initiatives. This financing may not be available in sufficient amounts or on terms acceptable to us and may be dilutive to existing stockholders. Additionally, any securities issued to raise funds may have rights, preferences or privileges senior to those of existing stockholders. If adequate funds are not available or are not available on acceptable terms, our ability to expand, develop or enhance services or products, or respond to competitive pressures will be limited. ITEM 1B. U R ES O LV ED S TA CO M EN TS None. 41 W W N F F M ITEM 2. P P ER I ES Our headquarters is located in approximately 129,000 square feet of office space in H erndon, V irginia. The ay 2022. In addition, we lease approximately 580,000 square feet in multiple facility is under a lease that expires in M locations throughout the United States under individual leases that expire between August 2021 and August 2030. ITEM 3. LEGA L P O CEED N GS See Item 8 of Part II, “Financial Statements and Supplementary Data – Note 10 – Commitments and Contingencies - Litigation.” ITEM 4. M N E S F ET D S CLO R ES Not applicable. 42 R O T R I I A Y I S U PART II ITEM 5. M A RK ET F O R REG I ST RA ’ S CO EQ , REL T ED ST O CK D ER M T ERS A I SSU ER PU RCH A SES O EQ SECU RI I ES Our common stock, par value $0.0001 per share, is traded on the New York Stock Exchange (the “NYSE”) under the symbol “LRN.” As of July 30, 2021, there were 316 registered holders of our common stock. Stock Performance Graph The graph below compares the cumulative return of holders of Stride, Inc.’s common stock with the cumulative roup Index, which returns of the S& P 500 index, the NASDAQ lobal Education Inc., American Public Education Inc., Perdoceo Education is composed of 2U, Inc., Adtalem G Corporation, Chegg, Inc., G ifflin H arcourt Company, Pearson PLC, Strategic Education Inc., and Z ovio Inc. The graph assumes that the value of the investment in our common stock in each index (including reinvestment of dividends) was $100 on June 30, 2016 and tracks it through June 30, 2021. All prices reflect closing prices on the last day of trading at the end of each calendar quarter. Composite Index, the Russell 2000 Index and our Peer G rand Canyon Education Inc., H oughton M COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN(1)(2) Among Stride, Inc., S& P 500 Index, NASDAQ Composite Index, Russell 2000 Index and Peer Group Index LRN Peer Group Index S& P 500 Nasdaq Russell 2000 Composite 30-Jun-16 30-Jun-17 30-Jun-18 30-Jun-19 30-Jun-20 30-Jun-21 235 212 173 200 165 140 151 102 98 92 133 180 117 122 114 209 182 139 162 113 208 179 129 133 112 100 100 100 100 100 (1) The information presented above in the stock performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, except to the extent that we subsequently specifically 43 N T M M O N U I T Y A H O L A T N D F U I T Y T request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act of 1933, as amended (the “Securities Act”), or a filing under the Exchange Act. (2) The stock price performance shown on the graph is not necessarily indicative of future price performance. Information used in the graph was obtained from a source we believe to be reliable, but we do not assume responsibility for any errors or omissions in such information. Dividend Policy e have never declared or paid any cash dividends on our common stock and we currently do not anticipate paying any cash dividends for the foreseeable future. Instead, we anticipate that all of our earnings on our common stock will be used to provide working capital, to support our operations, and to finance the growth and development of our business, including potentially the acquisition of, or investment in, businesses, technologies or products that complement our existing business. Any future determination relating to dividend policy will be made at the discretion of our B oard of Directors and will depend on a number of factors, including, but not limited to, our future earnings, capital requirements, financial condition, future prospects, and applicable Delaware law, which provides that dividends are only payable out of surplus or current net profits and other factors our B oard of Directors might deem relevant. ITEM 6. SEL EC T ED F INA NC IA D This item is reserved as a result of the Company’s early adoption of Item 301 of Regulation S-K, as deleted anagement’s Discussion and Analysis; Selected Financial Data, and pursuant to SEC Release No. 33-10890; 34-90459 (M Supplementary Financial Information) adopted by the Securities and Exchange Commission on November 19, 2020. 44 W L A T A ITEM 7. M O PERA G EM EN N S ’ S D I SCU SSI A A Y SI S O F N CI CO A RESU T S O statements within the meaning This M anag ement’ s Discussion and Analysis of Financial C ondition and Results of O p erations (“M D& A”) istorical results contains certain forward- look ing may not indicate future p erformance. O ur forward- look ing statements reflect our current views about future events, are based on assump tions, and are subj ect to k nown and unk nown risk s and uncertainties that could cause actual results to differ materially from those contemp lated by these statements. Factors that may cause differences between actual results and those contemp lated by forward- look ing statements include, but are not limited to, those discussed in “Risk Factors” in P art I, Item 1A, of this Annual Rep ort. W e undertak e no oblig ation to p ublicly up date or revise any forward- look ing statements, including any chang es that mig ht result from any facts, events, or circumstances after the date hereof that may bear up on forward- look ing statements. Furthermore, we cannot g uarantee future results, events, levels of activity, p erformance, or achievements. of Section 2 1E of the Ex chang e Act. H This M D& A is intended to assist in understanding and assessing the trends and sig nificant chang es in our results of op erations and financial condition. As used in this M D& A, the words, “we, ” “our” and “us” refer to Stride, Inc. and its consolidated subsidiaries. This M D& A should be read in conj unction with our consolidated financial statements and overview p rovides a summary of the sections related notes included elsewhere in this Annual Rep ort. The following included in our M D& A: • • • • • Ex ecutive Summary— June 30, 2021. a general description of our business and key highlights of the year ended K ey Asp ects and Trends of O ur O in the upcoming year. p erations— a discussion of items and trends that may impact our business C ritical Accounting and estimates. P olicies and Estimates— a discussion of critical accounting policies requiring judgments Results of O p erations— an analysis of our results of operations in our consolidated financial statements. L iq uidity and C ap ital Resources— an analysis of cash flows, sources and uses of cash, commitments and contingencies, seasonality in the results of our operations, and quantitative and qualitative disclosures about market risk. Executive Summary e are an education services company providing virtual and blended learning. Our technology-based products and services enable our clients to attract, enroll, educate, track progress, and support students. These products and services, spanning curriculum, systems, instruction, and support services are designed to help learners of all ages reach their full potential through inspired teaching and personalized learning. Our clients are primarily public and private schools, school districts, and charter boards. Additionally, we offer solutions to employers, government agencies and consumers. e offer a wide range of individual products and services, as well as customized solutions, such as our most comprehensive school-as-a-service offering which supports our clients in operating full-time virtual or blended schools. M ore than three million students have attended schools powered by Stride curriculum and services since our inception. Our solutions address two growing markets: G eneral Education and Career Learning. General Education Career Learning • School-as-a-service • Stride Private Schools • Stride Career Prep school-as-a-service • Learning Solutions Career Learning software and • Learning Solutions software and services sales services sales • Adult Learning 45 A N A T O N N D N A L F I N A A L N D I T I O N N D L F T I O W W Products and services for the General Education market are predominantly focused on core subjects, including math, English, science and history, for kindergarten through twelfth grade students to help build a common foundation of knowledge. Programs utilizing General Education products and services are for students that are not specializing in any particular curriculum or course of study. These programs provide an alternative to traditional school options and address a range of student needs including, safety concerns, increased academic support, scheduling flexibility, physical/health restrictions or advanced learning. Products and services are sold as a comprehensive school-as-a-service offering or à la carte. Career Learning products and services are focused on developing skills to enter and succeed in careers in high- growth, in-demand industries—including information technology, health care and business. We provide middle and high school students with Career Learning programs that complement their core general education coursework in math, English, science and history. Stride offers multiple career pathways supported by a diverse catalog of Career Learning courses. The middle school program exposes students to a variety of career options and introduces career skill development. In high school, students may engage in industry content pathway courses, project-based learning in virtual teams, and career igh school students also have the opportunity to progress toward certifications, connect with development services. H industry professionals, earn college credits while in high school, and participate in job shadowing and/or work-based learning experiences that are required to succeed in today’s digital, tech-enabled economy. A student enrolled in a school offering Stride’s General Education program may take Career Learning courses, but that student and the associated revenue is not reported as a Career Learning enrollment or Career Learning revenue. H owever, a student and the associated revenue, whether in middle or high school, is counted as a Career Learning enrollment or Career Learning revenue if the student is enrolled in a Career Learning program. Like General Education products and services, the products and services for the Career Learning market are sold as a comprehensive school-as-a-service offering or à la carte. We also offer focused post-secondary career learning programs to adult learners, through our Galvanize, Inc. (“Galvanize”), Tech Elevator, Inc. (“Tech Elevator”), and MedCerts, LLC (“MedCerts”) brands. These include skills training in the data science, software engineering, healthcare, and medical fields, as well as providing staffing and talent development services to employers. These programs are offered directly to consumers, as well as to employers and government agencies. For both the General Education and Career Learning markets, the majority of revenue is derived from our comprehensive school-as-a-service offering which includes an integrated package of curriculum, technology systems, instruction, and support services that we administer on behalf of our customers. The average duration of the agreements for our school-as-a-service offering is greater than five years, and most provide for automatic renewals absent a customer notification within a negotiated time frame. During any fiscal year, we may enter into new agreements, receive non- automatic renewal notices, negotiate replacement agreements, terminate such agreements or receive notices of termination, or customers may transition a school to a different offering. For the 2020-2021 school year, we provided our school-as-a- service offering for 77 schools in 30 states and the District of Columbia in the General Education market, and 33 schools or programs in 23 states in the Career Learning market. We generate a significant portion of our revenues from the sale of curriculum, administration support and technology services to virtual and blended public schools. The amount of revenue generated from these contracts is impacted largely by the number of enrollments, the mix of enrollments across grades and states, state or district per student funding levels and attendance requirement, among other items. The average duration of the agreements for our school-as- a-service offering is greater than five years, and most provide for automatic renewals absent a customer notification within a negotiated time frame. The two key financial metrics that we use to assess financial performance are revenues and operating income. During the year ended June 30, 2021, revenues increased to $ 1,536.8 million from $ 1,04 0.8 million in the prior year, an increase of 4 7.7% . Over the same period, operating income increased to $ 110.5 million from $ 32.5 million in the prior . Our gross margin percentage is generally static so increases and decreases to our operating year, an increase of 24 0.0% income are driven by revenue growth or a reduction in selling, general, and administrative expenses. Additionally, we use the non-financial metric of total enrollments to assess performance, as enrollment is a key driver of our revenues. Total enrollments for the year ended June 30, 2021 was 186.3 thousand, an increase of 65.4 , over the prior year. thousand, or 54 .1% While the long-term impact of the global emergence of COVID-19 is not estimable or determinable, beginning 4 6 in late fiscal year 2020, we experienced an increase in demand for our products and services. Environmental, Social and Governance As overseers of risk and stewards of long-term enterprise value, Stride’s B oard of Directors plays a vital role in assessing our organization’s environmental and social impacts. They are also responsible for understanding the potential impact and related risks of environmental, social and governance (“ESG ”) issues on the organization’s operating model. Our B oard and management are committed to identifying those ESG issues most likely to impact business operations and growth. W e craft policies that are appropriate for our industry and that are of concern to our employees, investors, customers and other key stakeholders. Our B oard ensures that the Company’s leaders have ample opportunity to leverage for the long-term good of the organization, its stakeholders, and society. Each Committee of the B oard monitors ESG ESG efforts in their respective areas, with the Nominating and G overnance Committee coordinating across all Committees. Since our inception twenty years ago, we have removed barriers that impact academic equity. W e provide high- particularly those in underserved communities— quality education for anyone— empowerment and address societal inequities from kindergarten all the way through college and career readiness. W recently reinforced our commitment in this area by launching several initiatives including initially offering scholarships to advance education and career opportunities for black students, expanding career pathways in socially responsible law e are also designing interactive enforcement and increasing employment of black teachers at Stride-powered schools. W courses on the history of systemic racism that we will make available for free to every public school. On February 3, 2021, we convened a national forum of educational leaders focused on creating more equitable access to high-quality educational opportunities for students from underserved communities. as a means to foster economic e issues we support within the Company, we endeavor to promote diversity and inclusion e sponsor employee resource groups to provide support for female, minority, Among the many ESG across every aspect of the organization. W differently abled, LG in the make-up of our leadership team. W executive management than the representative population. Importantly, our B oard of Directors is also diverse with female, H , and veteran employees and support employee volunteer efforts. Our commitment is evident e have more minorities in executive management and more women in ispanic, and African American members. B TQ Our commitment to ESG initiatives is an endeavor both the B oard and management undertake for the general betterment of those both inside and outside of our Company. The nature of our business supports environmental sustainability. M ost of our employees work from home and most students at Stride-powered schools attend virtual classes, even prior to the COV ID-19 crisis, reducing the carbon output from commuting in cars or buses. Our online curriculum reduces the need for paper. Our meetings are most often held virtually using digital first presentations rather than paper. Recent Developments On January 26, 2021, we filed a Form 8-K to report that Nathaniel A. Davis, Chairman of the B oard of Directors and Chief Executive Officer of the Company, as part of succession planning, notified our B oard of Directors (the “B oard”) that he resigned from his position as Chief Executive Officer, effective January 26, 2021. M r. Davis will continue to serve as Executive Chairman of the Company. In addition, the B oard appointed James J. Rhyu, formerly President, Corporate Strategy, M r. Davis as Chief Executive Officer, effective January 26, 2021. arketing and Technology, to succeed M On December 16, 2020, we changed our name from K12 Inc. to Stride, Inc. On November 30, 2020, we acquired M edCerts in exchange for $70.0 million, plus estimated contingent edCerts students participate in online, hands-on career training courses in the healthcare consideration of $10.8 million. M and medical fields as they prepare for more than a dozen national healthcare certifications. The acquisition of M edCerts further expands the Company’s post-secondary skills training in the healthcare and medical fields. The Company also plans to use M edCerts’ curriculum to create appropriate content to offer high school students. On November 30, 2020, we acquired Tech Elevator in exchange for $23.5 million, plus working capital. Like G alvanize, Tech Elevator provides talent development for individuals and enterprises in information technology fields. The acquisition of Tech Elevator expands G alvanize’s student demographic profile, geographic footprint, and hiring 47 + partner portfolio; as well as provides additional curriculum to create appropriate content to offer high school students. Key Aspects and Trends of Our Operations Revenues—Overview e generate a significant portion of our revenues from the sale of curriculum, administration support and technology services to virtual and blended public schools. W e anticipate that these revenues will continue to represent the majority of our total revenues over the next several years. H owever, we also expect revenues in other aspects of our business to continue to increase as we execute on our growth strategy. Our growth strategy includes increasing revenues in other distribution channels, expanding our adult learning training programs, adding enrollments in our private schools, and expanding our learning solutions sales channel. Combined revenues from these other sectors were significantly smaller than those from the virtual and blended public schools we serve in the year ended June 30, 2021. Our success in executing our strategies will impact future growth. W e have several sales channels from which we generate revenues that are discussed in more detail below. Factors affecting our revenues include: (i) (ii) (iii) (iv) (v) the number of enrollments; the mix of enrollments across grades and states; administrative services and curriculum sales provided to the schools and school districts; state or district per student funding levels and attendance requirements; prices for our products and services; (vi) growth in our adult learning programs; and (vii) revenues from new initiatives, mergers and acquisitions. Virtual and Blended Schools The virtual and blended schools we serve offer an integrated package of systems, services, products, and professional expertise that we administer to support a virtual or blended public school. Customers of these programs can obtain the administrative support, information technology, academic support services, online curriculum, learning system platforms and instructional services under the terms of a negotiated service and product agreement. W e provide our school- as-a-service offerings to virtual and blended public charter schools and school districts. e define an enrollment as any student enrolled in a full service virtual or blended public school where we provide a combination of curriculum, technology, instructional and support services inclusive of administrative support. G enerally, students will take four to six courses, except for some kindergarten students who may participate in half-day e count each half-day kindergarten student as an enrollment. School sessions generally begin in August or programs. W ay or June. To ensure that all schools are reflected in our measure of enrollments, we consider the September and end in M number of students on the first W ednesday of October to be our opening enrollment level, and the number of students enrolled on the last day of M ay to be our ending enrollment level. For each period, average enrollments represent the e continually evaluate our enrollment average of the month-end enrollment levels for each school month in the period. W levels by state, by school and by grade. W e track new student enrollments and withdrawals throughout the year. e believe that our revenue growth from enrollments depends upon the following: • • the number of states and school districts in which we operate; the mix of students served; 48 W W W • • • • • • • the restrictive terms of local laws or regulations, including enrollment caps; the appeal of our curriculum and instructional model to students and families; the specific school or school district requirements including credit recovery or special needs; the effectiveness of our program in delivering favorable academic outcomes; the quality of the teachers working in the schools we serve; the effectiveness of our marketing and recruiting programs to attract new enrollments; and retention of students through successive grade levels. e continually evaluate our trends in revenues by monitoring the number of student enrollments in total, by state, by school and by grade, assessing the impact of changes in school funding levels, school mix (distribution of enrollments by school), changes in state funding rates and higher utilization in federal and state restricted funding per student, and the pricing of our curriculum and educational services. Enrollments in virtual and blended schools on average generate substantially more revenues than enrollments served through our other sales channels where we provide limited or no administrative services. Learning S olutions Our Learning Solutions sales channel distributes our software and services to schools and school districts across the U.S. Over the past few years, public schools and school districts have been increasingly adopting online solutions to augment teaching practices, launch new learning models, cost-effectively expand course offerings, provide schedule flexibility, improve student engagement, increase graduation rates, replace textbooks, and retain students. State education funds traditionally allocated for textbook and print materials have also been authorized for the purchase of digital content, including online courses, and in some cases mandated access to online courses. W ID-19 pandemic on education, school districts are seeking more complete virtual learning solutions in addition to curriculum, including virtual instructional delivery, scheduling, attendance monitoring for virtual instructional sessions, teacher professional development, consulting support in effective virtual instruction, and special education accommodations. Additionally, districts are seeking support for implementations that blend virtual and in-person instruction. ith the impact of the COV To address the growing need for digital solutions and the recently emerging need for comprehensive virtual solutions, our Learning Solutions team provides curriculum and technology solutions, packaged in a portfolio of flexible learning and delivery models mapped to specific student and/ or district needs. This portfolio approach provides a continuum of delivery models, from full-time programs to individual course sales and supplemental options that can be used in traditional classrooms to differentiate instruction. Our Learning Solutions team strives to partner with public schools and school districts, primarily in the U.S., to provide more options and better tools to empower teachers to improve student achievement through personalized learning in traditional, blended and online learning environments and to provide comprehensive support for teachers and administrators to deliver effective virtual and blended instructions. Sales opportunities are driven by a number of factors in a diverse customer population, which determine the deliverable and price. These factors include: • • • • T yp e of C ustom er— A customer can be a public school district, private school, charter school, early childhood learning center or corporate partner. N eed s— C urric ulum e sell our curriculum solutions based on the scope of the customer need, and a solution is generally purchased as end-user access to a complete catalog, individual course or supplemental content title. Lic ense O p tions— Depending on the scope of the solution, a license can be purchased for individual course enrollments, annual seat, school or district-wide site licenses or a perpetual license (a prepaid lifetime license). W e may charge incrementally if we are hosting the solution. H osting— Customers may host curricula themselves or license our hosted solution. W e are able to track all students for customers who use our hosted solution. H owever, more often in large-scale, district-wide implementations, a customer may choose to host the curriculum, and in that case, we have no visibility of individual student usage for counting enrollments. 49 W W • Servic es M enu— Instructional services may be provided and priced per-enrollment or bundled in the overall price of the solution. Additional services, including professional development, title maintenance and support may also be provided and are priced based on the scope of services. P rivate S chools Private schools are schools where tuition is paid directly by the family of the student. W e receive no public funds e operate three accredited private online schools at differing price points and service for students in our private schools. W levels. W e define an enrollment as any student enrolled in one of these schools where we provide a combination of curriculum, technology, instructional and support services inclusive of administrative support. Our revenues are derived from tuition receipts that are a function of course enrollments and program price. In some circumstances, a third-party school may elect to enroll one of its students in a Stride private school course as a supplement to the student’s regular on-campus instruction. In such cases, the third-party school may pay the Stride private school tuition. W e have entered into agreements that enable us to distribute our products and services to our international school partners who use our courses to provide electives offerings and dual diploma programs. e believe our revenue growth depends primarily on the recruitment of students into our programs through effective marketing and word-of-mouth referral based on the quality of our service. In addition, through high service quality, we seek to retain existing students and increase the total number of courses each student takes with us. In some cases, students return each summer and take only one course. In other cases, students choose a Stride private school as their principal form of education and may stay for many years. The flexibility of our programs, the quality of our curriculum and teaching, and the student community features lead to customer satisfaction and therefore, retention. Consumer S ales e also sell individual K-8 online courses and supplemental educational products directly to families. These purchasers desire to educate their children as homeschoolers, outside of the traditional school system or to supplement their child’s existing public or private school education without the aid of an online teacher. Customers of our consumer products have the option of purchasing a complete grade-level curriculum for grades K-8, individual courses, or a variety of other supplemental products, covering various subjects depending on their child’s needs. Typical applications include summer school course work, home-schooling and educational supplements. Similar to our private schools, we believe our revenue growth depends primarily on the recruitment of students into our programs through effective marketing and word-of-mouth referral based on the quality of our service. A dult Learning e offer adult learning training programs through three brands, G alvanize, Tech Elevator, and M edCerts, which provide programs that address the skills gap facing companies in the information technology and health care sectors. G alvanize and Tech Elevator offer in-person and remote immersive full-time programs designed for adult learners looking to advance their technology careers by providing such learners with skills and real-world experiences. These programs are edCerts provides self-paced, fully online structured training programs offered in software engineering and data science. M that lead to certifications in the health care field. In many cases, G alvanize, Tech Elevator, and M edCerts work directly with a company to create a customized, tailored education plan to help the company reach its goals and train its employees according to such plan. e believe that revenue growth in our adult learning brands depends on our ability to identify and attract prospective learners through various marketing channels. Continued growth in these brands will also require that we demonstrate success in placing these learners in jobs following their completion of the program. Instructional Costs and S ervices Expenses Instructional costs and services expenses include expenses directly attributable to the educational products and services we provide. The public schools we administer are the primary drivers of these costs, including teacher and administrator salaries and benefits and expenses of related support services. W e also employ teachers and administrators for instruction and oversight in Learning Solutions and Private Schools. Instructional costs also include fulfillment costs of student textbooks and materials, depreciation and reclamation costs of computers provided for student use, the cost of 50 W W W W any third-party online courses and the amortization of capitalized curriculum and related systems. Our instructional costs are variable and are based directly on our number of schools and enrollments. Our high school offering requires increased instructional costs as a percentage of revenues compared to our kindergarten to 8th grade offering. This is due to the following: (i) generally lower student-to-teacher ratios; (ii) higher compensation costs for some teaching positions requiring subject-matter expertise; (iii) ancillary costs for required student support services, including college placement, SAT preparation and guidance counseling; (iv) use of third-party courses to augment our proprietary curriculum; and (v) use of a third-party learning management system to service high school students. Over time, we may partially offset these factors by obtaining productivity gains in our high school instructional model, replacing third-party high school courses with proprietary content, replacing our third-party learning management system with another third-party system, leveraging our school infrastructure and obtaining purchasing economies of scale. e have deployed and are continuing to develop new delivery models, including blended schools, where students receive limited face-to-face instruction in a learning center to complement their online instruction, and other programs that utilize brick and mortar facilities. The maintenance, management and operations of these facilities necessitate additional costs, which are generally not required to operate typical virtual public schools. W e are pursuing expansion into new states for both virtual public and other specialized charter schools. If we are successful, we will incur start-up costs and other expenses associated with the initial launch of a school, including the funding of building leases and leasehold improvements. S elling, General and A dministrative Expenses Selling, general, and administrative expenses include the salaries and benefits of employees engaged in business development, public affairs, sales and marketing, and administrative functions, and transaction and due diligence expenses related to mergers and acquisitions. Also included are product development expenses which include research and development costs and overhead costs associated with the management of both our curriculum development and internal systems development teams. In addition, product development expenses include the amortization of internal systems. W e measure and track our product development expenditures on a per course or project basis to measure and assess our development efficiency. In addition, we monitor employee utilization rates to evaluate our workforce efficiency. W e plan to continue to invest in additional curriculum development and related software in the future. W e capitalize selected costs incurred to develop our curriculum, beginning with application development, through production and testing into capitalized curriculum development costs. e capitalize certain costs incurred to develop internal systems into capitalized software development costs. Critical Accounting Policies and Estimates The discussion of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. G AAP. In the preparation of our consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the related disclosures of contingent assets and liabilities. W e base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. The results of our analysis form the basis for making assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and the impact of such differences may be material to our consolidated financial statements. Our critical e believe that the following accounting policies have been discussed with the Audit Committee of our B oard of Directors. W critical accounting policies affect the more significant judgments and estimates used in the preparation of our consolidated financial statements: R evenue R ecognition Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services using the following steps: • • • identify the contract, or contracts, with a customer; identify the performance obligations in the contract; determine the transaction price; 51 W W • • allocate the transaction price to the performance obligations in the contract; and recognize revenue when, or as, the Company satisfies a performance obligation. Revenues related to the products and services that we provide to students in kindergarten through twelfth grade or adult learners are considered to be G eneral Education or Career Learning based on the school or adult program in which the student is enrolled. G eneral Education products and services are focused on core subjects, including math, English, science and history, for kindergarten through twelfth grade students to help build a common foundation of knowledge. Career Learning products and services are focused on developing skills to enter and succeed in careers in high-growth, in- demand industries— including information technology, business, and health services, for students in middle school through high school and adult learners. The majority of our contracts are with the following types of customers: • • • a virtual or blended school whereby the amount of revenue is primarily determined by funding the school receives; a school or individual who licenses certain curriculum on a subscription or course-by-course basis; or an enterprise who contracts with the Company to provide job training. F unding b ased C ontracts e provide an integrated package of systems, services, products, and professional expertise that is administered together to support a virtual or blended public school. Contractual agreements generally span multiple years with performance obligations being isolated to annual periods which generally coincide with our fiscal year. Customers of these programs can obtain administrative support, information technology, academic support services, online curriculum, learning systems platforms and instructional services under the terms of a negotiated service agreement. The schools receive funding on a per student basis from the state in which the public school or school district is located. Shipments of materials for schools that occur in the fourth fiscal quarter and for the upcoming school year are recorded in deferred revenue. e generate revenues under contracts with virtual and blended public schools and include the following components, where required: providing each of a school’s students with access to our online school and lessons; offline learning kits, which include books and materials to supplement the online lessons; the use of a personal computer and associated reclamation services; internet access and technology support services; instruction by a state-certified teacher; and • • • • • • management and technology services necessary to support a virtual or blended school. In certain contracts, revenues are determined directly by per enrollment funding. To determine the pro rata amount of revenue to recognize in a fiscal quarter, we estimate the total expected funds each school will receive in a particular school year. Total funds for a school are primarily a function of the number of students enrolled in the school and established per enrollment funding levels, which are generally published on an annual basis by the state or school district. W e review its estimates of funding periodically, and updates as necessary, by adjusting its year-to-date earned revenues to be proportional to the total expected revenues to be earned during the fiscal year. Actual school funding may vary from these estimates and the impact of these differences could impact our results of operations. Since the end of the school year coincides with the end of our fiscal year, annual revenues are generally based on actual school funding and actual costs incurred (including costs for our services to the schools plus other costs the schools may incur). Our schools’ reported results are subject to annual school district financial audits, which incorporate enrollment counts, funding and other routine financial audit considerations. The results of these audits are incorporated into the Company’s monthly funding estimates for the current and prior periods. For the years ended June 30, 2020, 2019 and 2018, the Company’s aggregate funding estimates differed from actual reimbursements impacting total reported revenue by approximately (0.1)%, 0.6%, and 0.4%, respectively. Each state and/ or school district has variations in the school funding formulas and methodologies that it uses to estimate funding for revenue recognition at its respective schools. As the Company estimates funding for each school, it takes into account the state definition for count dates on which reported enrollment numbers will be used for per pupil 52 - W W funding. The parameters the Company considers in estimating funding for revenue recognition purposes include school district count definitions, withdrawal rates, new registrations, average daily attendance, special needs enrollment, academic progress and historical completion, student location, funding caps and other state specified categorical program funding. Under the contracts where we provide products and services to schools, we are responsible for substantially all of the expenses incurred by the school and have generally agreed to absorb any operating losses of the schools in a given school year. These school operating losses represent the excess of costs incurred over revenues earned by the virtual or blended public school (the school’s expected funding), as reflected in its respective financial statements, including our charges to the schools. To the extent a school does not receive sufficient funding for each student enrolled in the school, the school would still incur costs associated with serving the unfunded enrollment. If losses due to unfunded enrollments result in a net operating loss for the year that loss is reflected as a reduction in the revenues and net receivables that we collect from the school. A school net operating loss in one year does not necessarily mean we anticipate losing money on the entire contract with the school. H owever, a school’s net operating loss may reduce our ability to collect its management fees in full and recognized revenues are constrained to reflect the expected cash collections from such schools. W e record the school’s estimated net operating loss against revenues based upon the percentage of actual revenues in the period to total estimated revenues for the fiscal year. Actual school net operating losses may vary from these estimates or revisions, and the impact of these differences could have a material impact on results of operations. Sub scrip tion- b ased C ontracts e provide certain online curriculum and services to schools and school districts under subscription agreements. Revenues from the licensing of curriculum under subscription arrangements are recognized on a ratable basis over the subscription period. Revenues from professional consulting, training and support services are deferred and recognized ratably over the service period. In addition, we contract with individual customers who have access for one to two years to company-provided online curriculum and generally prepay for services to be received. Adult learners enroll in courses that provide specialized e recognize training in a specific industry. Each of these contracts are considered to be one performance obligation. W these revenues pro rata over the maximum term of the customer contract based on the defined contract price. E nterp rise C ontracts e provide job training over a specified contract period to enterprises. Each of these contracts are considered to e recognize these revenues based on the number of students trained during the term of be one performance obligation. W the contract based on the defined contract price. Income Taxes Accounting for income taxes prescribes the use of the asset and liability method to compute the differences between the tax bases of assets and liabilities and the related financial amounts, using currently enacted tax laws. If necessary, a valuation allowance is established, based on the weight of available evidence, to reduce deferred tax assets to the amount that is more likely than not to be realized. Realization of the deferred tax assets, net of deferred tax liabilities, is principally dependent upon achievement of sufficient future taxable income. W e exercise significant judgment in determining our provisions for income taxes, our deferred tax assets and liabilities and our future taxable income for purposes of assessing our ability to utilize any future tax benefit from our deferred tax assets. Although we believe that our tax estimates are reasonable, the ultimate tax determination involves significant judgments that could become subject to examination by tax authorities in the ordinary course of business. W e periodically assess the likelihood of adverse outcomes resulting from these examinations to determine the impact on our deferred taxes and income tax liabilities and the adequacy of our provision for income taxes. Changes in income tax legislation, statutory income tax rates or future taxable income levels, among other things, could materially impact our valuation of income tax assets and liabilities and could cause our income tax provision to vary significantly among financial reporting periods. e have a valuation allowance on net deferred tax assets of $5.0 million and $5.0 million as of June 30, 2021 and 2020, respectively, for the amount that will likely not be realized. 53 W W W Results of Operations I mpact of CO -1 to Stride’ s B usiness W hile the long-term impact of the global emergence of COV ID-19 is not estimable or determinable, beginning in late fiscal year 2020, we experienced an increase in demand for our products and services. e continue to conduct business as usual with some modifications to employee travel, employee work locations, and cancellation of certain events. W e will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state or local authorities or that we determine are in the best interests of our employees, customers, partners, suppliers and stockholders. It is not clear what the potential effects any such alterations or modifications may have on our business, including the effects on our customers and prospects, or on our long-term financial results. ines of Revenue e operate in one operating and reportable business segment as a technology-based education company providing proprietary and third-party curriculum, software systems and educational services designed to facilitate e individualized learning. The Chief Operating Decision M have two lines of revenue: (i) G eneral Education and (ii) Career Learning. Our previous lines of revenue were (i) M anaged Public School Programs, (ii) Institutional, and (ii) Private Pay Schools and Other. The prior year comparable enrollment and revenue data has been revised to conform to the current year presentation. Additionally, we have provided a reconciliation of the prior lines of revenue to the current lines of revenue for both the enrollment and revenue data to facilitate a period-over-period comparison. W e believe that the change in the lines of revenue will facilitate a better understanding of the markets in which we compete. aker evaluates profitability based on consolidated results. W Enrollment D ata The following table sets forth total enrollment data for students in our G eneral Education and Career Learning lines of revenue. Enrollments for G eneral Education and Career Learning only include those students in full service public or private programs where Stride provides a combination of curriculum, technology, instructional and support services inclusive of administrative support. No enrollments are included in Career Learning for G alvanize, Tech Elevator or edCerts. This data includes enrollments for which Stride receives no public funding or revenue. If the mix of enrollments changes, our revenues will be impacted to the extent the average revenue per enrollment e do not award or permit incentive compensation to be paid to our public school program is significantly different. W enrollment staff or contractors based on the number of students enrolled. Reconciliation of Prior and Current Enrollment The following is a reconciliation of our prior reporting structure to our current reporting structure for each of the periods indicated: anaged Public School Programs Non-managed Public School Programs Total Old Reporting Add: Private Pay Less: Non-managed Public School Programs Net Changes - Old vs New Reporting Total New Reporting 54 2021 181.6 51.4 233.0 4.7 (51.4) (46.7) 186.3 Year Ended June 30, 2020 (in thousands) 118.6 15.8 134.4 2.3 (15.8) (13.5) 120.9 2019 115.6 23.9 139.5 2.3 (23.9) (21.6) 117.9 V I D 9 W L W M M The following represents our current enrollment for each of the periods indicated: Year Ended June 30, 2020 2021 2021 / 2020 2020 / 2019 2019 Change Change % (In thousands, except percentages) Change Change % G eneral Education (1) Career Learning (1) (2) Total Enrollment 156.7 29.6 186.3 107.8 13.1 120.9 111.2 6.7 117.9 48.9 16.5 65.4 45.4% 126.0% 54.1% (3.4) 6.4 3.0 (3.1)% 95.5% 2.5% (1) Enrollments reported for the first quarter are equal to the official count date number, which was October 1, 2020 for the first quarter of fiscal year 2021 and October 2, 2019 for the first quarter of fiscal year 2020. (2) No enrollments are included in Career Learning for G alvanize, Tech Elevator or M edCerts. R evenue D ata Revenues are captured by market based on the underlying customer contractual agreements. W here customers purchase products and services for both G eneral Education and Career Learning markets we allocate revenues based on the program each student selects for enrollment. All kindergarten through fifth grade students are considered G eneral Education students. Periodically, a middle school or high school student enrollment may change line of revenue classification. R econciliation of P rior and Current R evenues The following is a reconciliation of our prior reporting structure to our current reporting structure for each of the periods indicated: General Education anaged Public School Programs Add: 2021 $ 1,328,966 Year Ended June 30, 2020 (in thousands) 920,080 $ 2019 $ 890,275 Private Pay Schools and Other Institutional (Non-managed and Software & Services) 45,327 106,680 Less: Career Learning - M Career Learning - Non-managed Public School Programs Career Learning - Private Pay Schools and Other anaged Public School Programs Total G eneral Education Revenues (196,427) (2,165) (2,182) $ 1,280,199 $ 34,772 74,960 (94,862) (672) (469) 933,809 35,524 89,953 (49,821) $ 965,931 Career Learning anaged Public School Programs Career Learning - M Career Learning - Non-managed Public School Programs Career Learning - Private Pay Schools and Other Private Pay Schools and Other (G alvanize, M Elevator) Total Career Learning Revenues edCerts and Tech 2021 196,427 2,165 2,182 Year Ended June 30, 2020 (in thousands) 94,862 $ 672 469 2019 $ 49,821 55,787 256,561 10,953 106,956 $ $ 49,821 $ $ 55 M — — — — — The following represents our current revenues for each of the periods indicated: Year Ended June 30, 2020 2021 2019 Change 2021 / 2020 Change 2020 / 2019 (In thousands, except percentages) $ 1,280,199 $ 933,809 $ 965,931 $ 346,390 37.1% $ (32,122) (3.3)% 200,774 55,787 256,561 $ 1,536,760 96,003 10,953 106,956 $ 1,040,765 49,821 49,821 $ 1,015,752 104,771 44,834 149,605 $ 495,995 109.1% 409.3% 139.9% 46,182 10,953 57,135 47.7% $ 25,013 92.7% 100.0% 114.7% 2.5% G eneral Education Career Learning iddle - H igh School Adult Total Career Learning Total Revenues P roducts and S ervices Stride has invested over $500 million in the last twenty years to develop curriculum, systems, instructional practices and support services that enable us to support hundreds of thousands of students. The following describes the various products and services that we provide to customers. Products and services are provided on an individual basis as well as customized solutions, such as our most comprehensive school-as-a-service offering which supports our clients in operating full-time virtual or blended schools. Stride is continuously innovating to remain at the forefront of effective educational techniques to meet students’ needs. It continues to expand upon its personalized learning model, improve the user experience of its products, and develop tools and partnerships to more effectively engage and serve students, teachers, and administrators. Curriculum and Content – Stride has one of the largest digital research-based curriculum portfolios for the K- 12 online education industry that includes some of the best in class content available in the market. Our customers can select from hundreds of high-quality, engaging, online coursework and content, as well as many state customized versions of those courses, electives, and instructional supports. Since our inception, we have built core courses on a foundation of rigorous standards, following the guidance and recommendations of leading educational organizations at the national and state levels. State standards are continually evolving, and we continually invest in our curriculum to meet these changing requirements. Through our subsidiaries G alvanize, Tech Elevator and M edCerts, we have added high-quality, engaging, online coursework and content in software engineering, data science, healthcare, and medical fields. W Systems – e have established a secure and reliable technology platform, which integrates proprietary and third- party systems, to provide a high-quality educational environment and give us the capability to grow our customer programs and enrollment. Our end-to-end platform includes single sign-on capability for our content management, learning management, student information, data reporting and analytics, and various support systems that allow customers to provide a high-quality and personalized educational experience for students. A la carte offerings can provide curriculum and content hosting on customers’ learning management systems, or integration with customers’ student information systems. W Instructional Services – e offer a broad range of instructional services that includes customer support for instructional teams, including recruitment of state certified teachers, training in research-based online instruction methods and Stride systems, oversight and evaluation services, and ongoing professional development. Stride also provides training options to support teachers and parents to meet students’ learning needs. Stride’s range of training options are designed to enhance skills needed to teach using an online learning platform, and include hands-on training, on-demand courses, and support materials. Support Services – e offer a broad range of support services, including marketing and enrollment, supporting prospective students through the admission process, assessment management, administrative support (e.g., budget proposals, financial reporting, and student data reporting), and technology and materials support (e.g., provisioning of student computers, offline learning kits, internet access and technology support services). W 56 $ % $ % M — inancial I nf orm ation The following table sets forth statements of operations data and the amounts as a percentage of revenues for each of the periods indicated: Revenues Instructional costs and services Gross margin Selling, general, and administrative expenses Income from operations Interest income (expense), net Other income (expense), net Income before income taxes and income (loss) from eq uity method investments Income tax expense Income (loss) from equity method investments Net income attributable to common stockholders Year Ended June 30, 2020 (In thousands, except percentages) $ 1,536,760 100.0 % $ 1,040,765 100.0 % $ 1,015,752 100.0 % 2021 2019 1,001,860 534,900 424,444 110,456 (17,979) 2,829 95,306 (24,539) 684 65.2 34.8 27.6 7.2 (1.2) 0.2 6.2 (1.6) 0.0 693,232 347,533 315,076 32,457 698 272 33,427 (8,541) (380) 66.6 33.4 30.3 3.1 0.1 0.0 3.2 (0.8) (0.0) 663,437 352,315 306,829 45,486 2,761 114 48,361 (10,520) (632) 65.3 34.7 30.2 4.5 0.3 0.0 4.8 (1.0) (0.1) $ 71,451 4.6 % $ 24,506 2.4 % $ 37,209 3.7 % Com p aris on of th e Y ears Ended J une 3 1 and 2 R evenues. Our revenues for the year ended June 30, 2021 were $1,536.8 million, representing an increase of $496.0 million, or 47.7%, from $1,040.8 million for the year ended June 30, 2020. G eneral Education revenues increased $346.4 million, or 37.1%, year over year. The increase in G eneral Education revenues was primarily due to the 45.4% increase in enrollments, school mix (distribution of enrollments by school), and other factors. Career Learning revenues increased $149.6 million, or 139.9%, primarily due to a 126.0% increase in enrollments, school mix, as well as from the acquisitions of G alvanize, M edCerts and Tech Elevator. servic es ex I nstruc tional c osts and p enses. Instructional costs and services expenses for the year ended June 30, 2021 were $1,001.9 million, representing an increase of $308.7 million, or 44.5%, from $693.2 million for the year ended June 30, 2020. This increase in expense was primarily associated with the incremental personnel and related benefit costs associated with supporting higher enrollments, as well as costs associated with serving G alvanize’s customers. Instructional costs and services expenses were 65.2% of revenues during the year ended June 30, 2021, a decrease from 66.6% for the year ended June 30, 2020. ad inistrative ex Selling, general, and p enses. Selling, general and administrative expenses for the year ended June 30, 2021 were $424.4 million, representing an increase of $109.3 million, or 34.7% from $315.1 million for the year ended June 30, 2020. This increase was primarily due to an increase of $39.9 million in personnel and related benefit costs, $26.4 million in professional services expenses, $18.8 million in licensing fees, and $15.7 million in stock-based compensation. The increase in personnel and related benefit costs was partially related to the additional headcount of edCerts and Tech Elevator, as well as a full year of headcount related to G alvanize. Selling, general, and administrative expenses were 27.6% of revenues during the year ended June 30, 2021, a decrease from 30.3% for the year ended June 30, 2020. I nc om e tax ex p ense. Income tax expense was $24.5 million for the year ended June 30, 2021, or 25.6% of income before taxes, as compared to $8.5 million, or 25.8% of income before taxes for the year ended June 30, 2020. Com p aris on of th e Y ears Ended J une 3 0 and 2 R evenues. Our revenues for the year ended June 30, 2020 were $1,040.8 million, representing an increase of $25.0 million, or 2.5%, from $1,015.8 million for the year ended June 30, 2019. G eneral Education revenues decreased 57 F 0 , 2 0 2 0 2 0 m M 0 , 2 0 2 0 1 9 $32.1 million, or 3.3%, year over year. The decrease in G eneral Education revenues was primarily due to the 3.1% decrease in enrollments and other factors. Career Learning revenues increased $57.1 million, or 114.7%, primarily due to an increase in enrollment and school mix, as well as from the acquisition of G alvanize. servic es ex I nstruc tional c osts and Instructional costs and services expenses for the year ended June 30, 2020 were $693.2 million, representing an increase of $29.8 million, or 4.5%, from $663.4 million for the year ended June 30, 2019. This increase in expense was primarily due to the incremental personnel and related benefit costs due to supporting higher enrollments, as well as costs associated with serving G alvanize’s customers. Instructional costs and service expenses were 66.6% of revenues during the year ended June 30, 2020, an increase from 65.3% for the year ended June 30, 2019. p enses. Selling, general, and ad p enses. Selling, general, and administrative expenses for the year ended June 30, 2020 were $315.1 million, representing an increase of $8.3 million, or 2.7%, from $306.8 million for the year ended June 30, 2019. This increase was primarily due to increases in professional services. Selling, general, and administrative expenses were 30.3% of revenues during the year ended June 30, 2020, an increase from 30.2% for the year ended June 30, 2019. inistrative ex I nc om e tax ex p ense. Income tax expense was $8.5 million for the year ended June 30, 2020, or 25.8% of income before taxes, as compared to a benefit of $10.5 million, or 22.0% of income before taxes for the year ended June 30, 2019. The increase in the effective tax rate for the year ended June 30, 2020 was primarily due to the increase in the amount of non-deductible compensation, which was partially offset by the increase in excess tax benefit of stock-based compensation. Discussion of Seasonality of Financial Condition Certain accounts in our balance sheet are subject to seasonal fluctuations. As our enrollments and revenues grow, we expect these seasonal trends to be amplified. The bulk of our materials are shipped to students prior to the beginning of the school year, usually in July or August. In order to prepare for the upcoming school year, we generally build up inventories during the fourth quarter of our fiscal year. Therefore, inventories tend to be at the highest levels at the end of our fiscal year. In the first quarter of our fiscal year, inventories tend to decline significantly as materials are shipped to students. In our fourth quarter, inventory purchases and the extent to which we utilize early payment discounts will impact the level of accounts payable. Accounts receivable balances tend to be at the highest levels in the first quarter of our fiscal year as we begin billing for all enrolled students and our billing arrangements include upfront fees for many of the elements of our offering. These upfront fees result in seasonal fluctuations to our deferred revenue balances. W e routinely monitor state legislative activity and regulatory proceedings that might impact the funding received by the schools we serve and to the extent possible, factor potential outcomes into our business planning decisions. The deferred revenue related to our direct-to-consumer business results from advance payments for twelve month subscriptions to our online school. These advance payments are amortized over the life of the subscription and tend to be highest at the end of the fourth quarter and first quarter, when the majority of subscriptions are sold. Liq uidity and Capital Resources As of June 30, 2021, we had net working capital, or current assets minus current liabilities, of $551.3 million. Our working capital includes cash and cash equivalents of $386.1 million and accounts receivable of $369.3 million. Our working capital provides a significant source of liquidity for our normal operating needs. Our accounts receivable balance fluctuates throughout the fiscal year based on the timing of customer billings and collections and tends to be highest in our first fiscal quarter as we begin billing for students. In addition, our cash and accounts receivable were significantly in excess of our accounts payable and short-term accrued liabilities at June 30, 2021. During the first quarter of fiscal year 2021, we issued $420.0 million aggregate principal amount of 1.125% Convertible Senior Notes due 2027 (“Notes”). The Notes are governed by an indenture (the “Indenture”) between us and U.S. B ank National Association, as trustee. The net proceeds from the offering of the Notes were approximately $408.6 million after deducting the underwriting fees and other expenses paid by the Company. The Notes bear interest at arch 1st and September 1st of each year, beginning on a rate of 1.125% per annum, payable semi-annually in arrears on M arch 1, 2021. The Notes will mature on September 1, 2027. In connection with the Notes, we entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain counterparties. The Capped Call 58 m M Transactions are expected to cover the aggregate number of shares of the Company’s common stock that initially underlie the Notes, and are expected to reduce potential dilution to the Company’s common stock upon any conversion of Notes and/ or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes. The upper strike price of the Capped Call Transactions is $86.174 per share. The cost of the Capped Call Transactions was $60.4 million and was recorded within additional paid-in capital. e will settle conversions by paying cash up to the outstanding principal amount, and at our election, will B efore June 1, 2027, noteholders will have the right to convert their Notes only upon the occurrence of certain events. After June 1, 2027, noteholders may convert their Notes at any time at their election until two days prior to the maturity date. W settle the conversion spread by paying or delivering cash or shares of our common stock, or a combination of cash and shares of our common stock. The initial conversion rate is 18.9109 shares of common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $52.88 per share of common stock. The Notes will be redeemable at our option at any time after September 6, 2024 at a cash redemption price equal to the principal amount of the Notes, plus accrued and unpaid interest, subject to certain stock price hurdles as discussed in the Indenture. On January 27, 2020, we entered into a $100.0 million senior secured revolving credit facility (“Credit Facility”) to be used for general corporate operating purposes with PNC Capital M arkets LLC. The Credit Facility has a five-year term and incorporates customary financial and other covenants, including, but not limited to, a maximum leverage ratio and a minimum interest coverage ratio. The majority of our borrowings under the Credit Facility were at LIB OR plus an additional rate ranging from 0.875% - 1.50% based on our leverage ratio as defined in the agreement. The Credit Facility is secured by our assets. The Credit Facility agreement allows for an amendment to establish a new benchmark interest rate when LIB OR is discontinued during the five-year term. As of June 30, 2021, we were in compliance with the financial covenants. As part of the proceeds received from the Notes, we repaid our $100.0 million outstanding balance and as of June 30, 2021, we had no amounts outstanding on the Credit Facility. The Credit Facility also includes a $200.0 million accordion feature. e are a lessee under finance lease obligations for student computers and peripherals under loan agreements with PNC Equipment Finance, LLC (“PNC”) and B anc of America Leasing & Capital, LLC (“B ALC”). As of June 30, 2021 and 2020, the finance lease liability was $68.9 million and $17.9 million, respectively, with lease interest rates ranging from 1.52% to 3.87%. Individual leases under the agreement with PNC include 36-month payment terms at varying rates, with a $1 purchase option at the end of each lease term. W e have pledged the assets financed to secure the outstanding leases. e entered into an agreement with B ALC in April 2020 for $25.0 million (increased to $41.0 million in July e entered into additional agreements 2020) to provide financing for our leases through M arch 2021 at varying rates. W during fiscal year 2021 to provide financing of $54.0 million for our student computers and peripherals leases through October 2021 at varying rates. Individual leases with B ALC include 12-month and 36-month payment terms, fixed rates ranging from 1.52% to 2.58%, and a $1 purchase option at the end of each lease term. W e pledged the assets financed to secure the outstanding leases. e expect to make future payments on existing leases from cash generated from operations. W Our cash requirements consist primarily of day-to-day operating expenses, capital expenditures and contractual obligations with respect to interest on our Notes, office facility leases, capital equipment leases and other operating leases. e believe that the combination of funds to be generated from operations, proceeds from our Notes, borrowing on our Credit Facility and net working capital on hand will be adequate to finance our ongoing operations for the foreseeable future. In addition, we continue to explore acquisitions, strategic investments and joint ventures related to our business that we may acquire using cash, stock, debt, contribution of assets or a combination thereof. O perating A ctivities Net cash provided by operating activities for the year ended June 30, 2021 was $134.2 million compared to $80.4 million for the year ended June 30, 2020. The $53.8 million increase in cash provided by operations between periods was primarily due to an increase in net income including non-cash adjustments partially offset by a decrease in working capital of $56.8 million. The decrease in other assets and liabilities was primarily due to increases in accounts receivable, and inventory, prepaid expenses and other assets; partially offset by an increase in accounts payable and accrued compensation and benefits. The increase in accounts receivable was related to the increase in revenue with schools with payment terms 59 W W W that extend beyond our fiscal year, while the increase in accrued compensation and benefits was related to an increase in our corporate bonus and accrued salaries. Net cash provided by operating activities for the year ended June 30, 2020 was $80.4 million compared to $141.6 million for the year ended June 30, 2019. The $61.2 million decrease in cash provided by operations between periods was primarily due to a decrease in working capital of $63.3 million. The decrease in other assets and liabilities was primarily due to decreases in accounts payable, as well as increases in accounts receivable, and inventory, prepaid expenses and other assets. Net cash provided by operating activities for the year ended June 30, 2019 was $141.6 million compared to $105.4 million for the year ended June 30, 2018. The $36.2 million increase in cash provided by operations between periods was primarily due to an increase in net income and an increase in working capital of $25.3 million. The increase in other assets and liabilities was primarily due to increases in accounts payable and accrued liabilities, as well as a decrease in inventory, prepaid expenses and other assets; partially offset by an increase in accounts receivable. Investing A ctivities Net cash used in investing activities for the years ended June 30, 2021, 2020 and 2019 was $165.4 million, $217.4 million and $61.1 million, respectively. Net cash used in investing activities for the year ended June 30, 2021 decreased $52.0 million from the year ended June 30, 2020. The decrease was primarily due to the acquisition of G alvanize during the year ended June 30, 2020 being more than the acquisitions of M edCerts and Tech Elevator during the year ended June 30, 2021 and purchases of marketable securities of $40.5 million. Net cash used in investing activities for the year ended June 30, 2020 increased $156.3 million from the year ended June 30, 2019. The increase was primarily due to the acquisition of G alvanize of $165.0 million, plus working capital, net of cash. Net cash used in investing activities for the year ended June 30, 2019 increased $10.6 million from the year ended June 30, 2018. This increase was primarily due to an increase in capitalized expenditures of $5.3 million and our $11.7 million investment in Tallo in the year ended June 30, 2019 compared to the $4.0 million investment in M odern Teacher and the $2.8 million investment in B ig Universe in the year ended June 30, 2018. inancing A ctivities Net cash provided by financing activities for the years ended June 30, 2021 and 2020 was $204.6 million and $65.6 million, respectively. Net cash used in financing activities for the year ended June 30, 2019 was $29.0 million. Net cash provided by financing activities for the year ended June 30, 2021 increased $139.0 million from the year ended June 30, 2020. The increase was primarily due to the net proceeds from the issuance of our Notes of $408.6 million, partially offset by capped call purchases related to the Notes of $60.4 million and the repayment of our Credit Facility of $100.0 million. The net increase was partially offset by the net proceeds from our Credit Facility during the year ended June 30, 2020. Net cash provided by financing activities for the year ended June 30, 2020 increased $94.6 million from net cash used in financing activities for the year ended June 30, 2019. The increase from net cash used in financing activities was primarily due to borrowings from the Credit Facility of $105.0 million partially offset by an increase in the repayment of finance lease obligations incurred for the acquisition of student computers of $6.6 million. Net cash used in financing activities for the year ended June 30, 2019 decreased $23.7 million from the year ended June 30, 2018. The decrease was primarily due to stock repurchases of $27.5 million in the year ended June 30, 2018. 60 F Recent Accounting Pronouncements For information regarding, “Recent Accounting Pronouncements,” please refer to Note 3, “Summary of Significant Accounting Policies,” contained within our consolidated financial statements in Part II, Item 8, of this Annual Report on Form 10-K. ITEM 7A. Q V E A Q A LI V E D S CLO R ES A M K ET R Interest Rate Risk At June 30, 2021 and 2020, we had cash and cash equivalents totaling $386.1 million and $212.3 million, respectively. Our excess cash has been invested in money market funds, government securities, corporate debt securities and similar investments. Future interest and investment income are subject to the impact of interest rate changes, and we may be subject to changes in the fair value of our investment portfolio as a result of changes in interest rates. At June 30, 2021, a 1% gross increase in interest rates earned on cash would result in a $3.9 million annualized increase in interest income. Our short-term debt obligations under our Credit Facility are subject to interest rate exposure. At June 30, 2021, we had no outstanding balance on our Credit Facility. Foreign Currency Exchange Risk e currently operate in several foreign countries, but we do not transact a material amount of business in a foreign currency. If we enter into any material transactions in a foreign currency or establish or acquire any subsidiaries that measure and record their financial condition and results of operations in a foreign currency, we will be exposed to currency transaction risk and/ or currency translation risk. Exchange rates between U.S. dollars and many foreign currencies have fluctuated significantly over the last few years and may continue to do so in the future. Accordingly, we may decide in the future to undertake hedging strategies to minimize the effect of currency fluctuations on our financial condition and results of operations. 61 U A N T I T A T I N D U T A T I I S U B O U T A R I S K W ITEM 8. F N CI A L S T EM EN A S P LEM EN D INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm Consolidated B alance Sheets as of June 30, 2021 and 2020 Consolidated Statements of Operations for the years ended June 30, 2021, 2020 and 2019 Consolidated Statements of Comprehensive Income for the years ended June 30, 2021, 2020 and 2019 Consolidated Statements of Stockholders’ Equity for the years ended June 30, 2021, 2020 and 2019 Consolidated Statements of Cash Flows for the years ended June 30, 2021, 2020 and 2019 Notes to Consolidated Financial Statements Schedule II— V aluation and Q ualifying Accounts Page 63 65 66 67 68 69 70 109 62 I N A T A T S N D U P T A R Y A T A Report of Independent Registered Public Accounting Firm B oard of Directors and Stockholders Stride, Inc. H erndon, V irginia Opinion on the Consolidated Financial Statements e have audited the accompanying consolidated balance sheets of Stride, Inc. (the “Company”) as of June 30, 2021 and 2020, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended June 30, 2021, and the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2021, in conformity with accounting principles generally accepted in the United States of America. e also have audited, in accordance with the standards of the Public Company Accounting Oversight B oard (United States) (“PCAOB ”), the Company' s internal control over financial reporting as of June 30, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated August 10, 2021 expressed an unqualified opinion thereon. Change in Accounting Principle As discussed in Note 3 to the consolidated financial statements, the Company has changed its method of accounting for leases as of July 1, 2019, due to the adoption of Accounting Standards Codification (“ASC”) Topic 842, Leases. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility e are a public is to express an opinion on the Company’s consolidated financial statements based on our audits. W and are required to be independent with respect to the Company in accordance accounting firm registered with the PCAOB with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB . e conducted our audits in accordance with the standards of the PCAOB . Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. W e believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 63 W W W R evenues f rom F und ing- b ased C ontrac ts As described in Note 3 to the Company’s consolidated financial statements, for the year ended June 30, 2021, revenues from funding-based contracts approximated $1,323 million and contributed to both lines of revenue— G eneral Education and Career Learning. The computation of funding-based contract revenue from state sources is based upon the amount of estimated funding expected to be provided by the state where the public school or school district is located. Total estimated funding from all sources represents the maximum value of revenue to be recognized from funding-based contracts and is adjusted as necessary for individual school financial deficits and surpluses. e identified management’s judgments related to revenues from funding-based contracts as a critical audit matter. The critical input used to calculate state estimated funding is enrollment, which is defined by the state governing authorities, varies by school and by funding metric, and often requires management to perform complex calculations subject to the use of significant estimates and assumptions. Assumptions and inputs used to determine enrollment figures may include withdrawal rates, new registrations, average daily attendance, special needs enrollment, academic progress, historical completion rate, and student location among others. Changes to these inputs and assumptions could have a material impact on the amount of expected annual funding, and thus revenues recognized. Auditing enrollment figures involved especially challenging auditor judgment due to the nature and extent of audit effort required to properly address inputs within the enrollment figures related to funding-based contracts. The primary procedures we performed to address this critical audit matter included: • • • • Testing the design and operating effectiveness of internal controls relating to the determination of enrollment figures including the monthly review of projected student counts and review of schools’ funding calculations. These controls include review of the reasonableness of assumptions used and the appropriateness of methodologies used to determine enrollment figures pursuant to the Company’s interpretation of the states’ enrollment definitions. Testing the completeness, existence, and accuracy of enrollment calculations by validating a sample of underlying student data and assumptions used as inputs through the inspection of relevant source documents including admission records, student transcripts and/ or report cards, and third-party support. Testing the Company’s computations of enrollment figures and state estimated funding for a sample of schools through recalculating the mathematical accuracy of the calculations. Performing a retrospective review of funding on a school by school basis and investigating variances outside of predetermined thresholds through the inspection of relevant source documents. / s/ B DO USA, LLP e have served as the Company’s auditor since 2005. Potomac, M August 10, 2021 aryland 64 W W STRIDE, INC. CONSOLIDATED BALANCE SHEETS ASSETS Current assets Cash and cash equivalents Accounts receivable, net of allowance of $21,384 and $6,808 Inventories, net Prepaid expenses Other current assets Total current assets Operating lease right-of-use assets, net Property and equipment, net Capitalized software, net Capitalized curriculum development costs, net Intangible assets, net G oodwill Deposits and other assets Total assets LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable Accrued liabilities Accrued compensation and benefits Deferred revenue Credit facility Current portion of finance lease liability Current portion of operating lease liability Total current liabilities Long-term finance lease liability Long-term operating lease liability Long-term debt Deferred tax liability Other long-term liabilities Total liabilities Commitments and contingencies Stockholders’ equity Preferred stock, par value $0.0001; 10,000,000 shares authorized; zero shares issued or outstanding Common stock, par value $0.0001; 100,000,000 shares authorized; 46,911,527 and 46,341,627 shares issued; and 41,576,784 and 41,006,884 shares outstanding Additional paid-in capital Accumulated other comprehensive income (loss) Retained earnings Treasury stock of 5,334,743 shares at cost Total stockholders’ equity Total liabilities and stockholders' equity June 30, 2021 2020 (In thousands except share and per share data) $ $ $ 386,080 369,303 39,690 19,453 43,004 857,530 94,671 72,069 57,308 50,376 99,480 240,353 105,510 1,577,297 62,144 77,642 80,363 38,110 27,336 20,649 306,244 41,568 77,458 299,271 31,853 16,255 772,649 212,299 236,134 28,300 13,058 11,480 501,271 111,768 38,668 48,493 48,849 77,451 174,939 71,824 1,073,263 40,428 27,351 47,227 24,417 100,000 13,304 20,689 273,416 4,634 96,544 13,771 9,569 397,934 4 795,449 (474) 112,151 (102,482) 804,648 1,577,297 $ 4 730,761 93 46,953 (102,482) 675,329 1,073,263 $ $ $ $ See accompanying notes to consolidated financial statements. 65 — — — — — — STRIDE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Revenues Instructional costs and services Gross margin Selling, general, and administrative expenses Income from operations Interest income (expense), net Other income, net Income before income taxes and income (loss) from eq uity method investments Income tax expense Income (loss) from equity method investments Net income attributable to common stockholders Net income attributable to common stockholders per share: B asic Diluted Weighted average shares used in computing per share amounts: B asic Diluted $ $ $ $ 2021 Year Ended June 30, 2019 2020 (In thousands except share and per share data) $ 1,040,765 1,536,760 693,232 1,001,860 347,533 534,900 315,076 424,444 32,457 110,456 698 (17,979) 272 2,829 $ 1,015,752 663,437 352,315 306,829 45,486 2,761 114 95,306 (24,539) 684 71,451 1.78 1.71 $ $ $ 33,427 (8,541) (380) 24,506 0.62 0.60 $ $ $ 48,361 (10,520) (632) 37,209 0.96 0.91 40,211,016 41,868,580 39,478,928 40,663,224 38,848,780 40,944,800 See accompanying notes to consolidated financial statements. 66 STRIDE, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Net income Other comprehensive income (loss), net of tax: Foreign currency translation adjustment Comprehensive income attributable to common stockholders 2021 Year Ended June 30, 2020 (In thousands) 2019 $ 71,451 $ 24,506 $ 37,209 (567) 133 212 $ $ $ 70,884 24,639 37,421 See accompanying notes to consolidated financial statements. 67 STRIDE, INC. STRIDE, INC. CONSOLIDATED STATEM ENTS OF CONSOLIDATED STATEM ENTS OF STOCKHOLDERS’ EQUITY STOCKHOLDERS’ EQUITY Additional Additional P aid- in P aid- in Amount Capital Amount Capital $ 703,351 4 4 $ 703,351 $ $ Stride, Inc. Stockholders' Equity Stride, Inc. Stockholders' Equity Retained Earnings (Accumulated Accumulated Accumulated Other Other Comprehensiv e Comprehensiv e Retained Earnings (Accumulated Income (Loss) Def icit) Income (Loss) Def icit) (13,432) (252) $ (1,330) 37,209 (252) $ $ $ Common Stock Common Stock Shares Shares 44,902,567 44,902,567 Treasury Stock Shares Treasury Stock Amount Total (13,432) (1,330) 37,209 Shares Amount Total (5,334,743) $ (102,482) $ 587,189 (1,330) 37,209 212 17,013 (5,334,743) $ (102,482) $ 587,189 (1,330) 37,209 212 17,013 3,030 212 212 (40) $ 22,447 (9,958) (5,334,743) $ (102,482) $ 633,365 3,030 (40) $ 133 24,506 22,447 24,506 133 (9,958) (5,334,743) $ (102,482) $ 633,365 24,506 133 24,022 64 24,506 133 24,022 64 150,290 150,290 258,263 828,833 (235,485) 258,263 (329,232) 828,833 45,575,236 (235,485) (329,232) 45,575,236 4,000 $ 4 $ 4 17,013 17,013 3,030 3,030 (9,958) $ 713,436 (9,958) $ 713,436 24,022 64 $ $ 24,022 64 $ 4 (6,761) $ 730,761 $ 93 $ 46,953 (6,761) (5,334,743) $ (102,482) $ 675,329 93 $ (6,253) 71,451 46,953 (567) (6,253) 71,451 (567) $ 4 (6,761) $ 730,761 $ 38,927 748 (10,885) 105,502 38,927 748 (60,354) (10,885) 105,502 (6,761) (5,334,743) $ (102,482) $ 675,329 (6,253) 71,451 (567) 38,927 748 (10,885) 105,502 (60,354) (6,253) 71,451 (567) 38,927 748 (10,885) 105,502 $ 4 (9,250) (60,354) $ 795,449 $ (474) $ 112,151 (9,250) (5,334,743) $ (102,482) $ 804,648 (60,354) See accompanying notes to consolidated financial statements. (9,250) $ 795,449 (474) $ $ $ 4 112,151 (9,250) (5,334,743) $ (102,482) $ 804,648 (In thousands except share data) (In thousands except share data) B alance, June 30, 2018 Adjustment related to revenue recognition guidance B alance, June 30, 2018 Net income Adjustment related to revenue recognition guidance Foreign currency translation adjustment Net income Stock-based compensation expense Foreign currency translation adjustment Purchase of treasury stock Stock-based compensation expense Exercise of stock options Purchase of treasury stock V esting of performance share units, net of tax Exercise of stock options withholding Issuance of restricted stock awards V esting of performance share units, net of tax Forfeiture of restricted stock awards withholding Repurchase of restricted stock for tax withholding Issuance of restricted stock awards B alance, June 30, 2019 Forfeiture of restricted stock awards Repurchase of restricted stock for tax withholding B alance, June 30, 2019 Net income Foreign currency translation adjustment Stock-based compensation expense Net income Exercise of stock options Foreign currency translation adjustment V esting of performance share units, net of tax withholding Stock-based compensation expense Issuance of restricted stock awards Exercise of stock options Forfeiture of restricted stock awards V esting of performance share units, net of tax Repurchase of restricted stock for tax withholding withholding B alance, June 30, 2020 Issuance of restricted stock awards Forfeiture of restricted stock awards Repurchase of restricted stock for tax withholding B alance, June 30, 2020 Adjustment related to the adoption of new accounting guidance Net income Foreign currency translation adjustment Stock-based compensation expense Adjustment related to the adoption of new Exercise of stock options accounting guidance ithholding of stock options for tax withholding Net income Equity component of convertible senior notes, net of Foreign currency translation adjustment issuance costs and taxes Stock-based compensation expense Purchases of capped calls in connection with Exercise of stock options convertible senior notes V esting of performance share units, net of tax withholding Issuance of restricted stock awards Forfeiture of restricted stock awards Repurchase of restricted stock for tax withholding B alance, June 30, 2021 ithholding of stock options for tax withholding Equity component of convertible senior notes, net of issuance costs and taxes Purchases of capped calls in connection with convertible senior notes V esting of performance share units, net of tax withholding Issuance of restricted stock awards Forfeiture of restricted stock awards Repurchase of restricted stock for tax withholding B alance, June 30, 2021 1,126,227 4,000 (79,541) (284,295) 46,341,627 1,126,227 (79,541) (284,295) 46,341,627 990,067 (655,219) 990,067 (655,219) 578,070 (82,419) (260,599) 46,911,527 578,070 (82,419) (260,599) 46,911,527 See accompanying notes to consolidated financial statements. 68 68 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — W — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — W — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — STRIDE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Cash flows from operating activities Net income Adj ustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization expense Stock-based compensation expense Deferred income taxes Provision for doubtful accounts Amortization of discount and fees on debt Noncash operating lease expense Other Changes in assets and liabilities: Accounts receivable Inventories, prepaid expenses, deposits and other current and long- term assets Accounts payable Accrued liabilities Accrued compensation and benefits Operating lease liability Deferred revenue and other liabilities Net cash provided by operating activities Cash flows from investing activities Purchase of property and equipment Capitalized software development costs Capitalized curriculum development costs Sale of long-lived assets Acquisition of G alvanize, Inc., net of cash acquired Acquisition of M edCerts, LLC, net of cash acquired Acquisition of Tech Elevator, Inc., net of cash acquired Other acquisitions and investments, net of distributions Purchases of marketable securities Net cash used in investing activities Cash flows from financing activities Repayments on finance lease obligations B orrowing from credit facility Repayments on credit facility Issuance of convertible senior notes, net of issuance costs Purchases of capped calls in connection with convertible senior notes Payments of contingent consideration Proceeds from exercise of stock options ithholding of stock options for tax withholding Repurchase of restricted stock for income tax withholding Net cash provided by (used in) financing activities Net change in cash, cash eq uivalents and restricted cash Cash, cash eq uivalents and restricted cash, beginning of period Cash, cash eq uivalents and restricted cash, end of period Reconciliation of cash, cash eq uivalents and restricted cash to balance sheet as of June 30th: Cash and cash equivalents Other current assets (restricted cash) Deposits and other assets (restricted cash) Total cash, cash eq uivalents and restricted cash 2021 Year Ended June 30, 2020 (In thousands) 2019 $ 71,451 $ 24,506 $ 37,209 90,077 39,333 2,549 6,561 12,620 19,567 9,766 (143,073) (39,164) 18,930 15,899 32,437 (21,025) 18,222 134,150 (3,567) (31,264) (17,432) 223 (55,031) (16,107) (1,723) (40,542) (165,443) (24,315) (100,000) 408,610 (60,354) 748 (10,885) (9,228) 204,576 173,283 213,299 386,582 386,080 502 386,582 $ $ $ 72,091 23,609 (1,305) 2,882 11,827 7,751 (37,772) (16,181) (6,213) 7,424 3,103 (13,124) 1,817 80,415 (1,677) (23,988) (19,332) (167,995) 71,400 16,676 3,693 6,325 3,985 (21,637) (3,321) 20,174 8,295 5,948 (7,141) 141,606 (5,477) (26,318) (16,611) 389 (4,373) (13,092) (217,365) (61,109) (27,675) 105,000 (5,000) 64 (6,761) 65,628 (71,322) 284,621 213,299 212,299 500 500 213,299 $ $ $ (21,034) (1,027) 3,030 (9,958) (28,989) 51,508 233,113 284,621 283,121 500 1,000 284,621 $ $ $ See accompanying notes to consolidated financial statements. 69 — — — — — — — — — — — — — — — — — — — — W — — — STRIDE, INC. Notes to Consolidated Financial Statements 1. Description of the Business Stride, Inc., together with its subsidiaries (“Stride” or the “Company”) is an education services company providing virtual and blended learning. On December 16, 2020, the Company changed its name from K12 Inc. to Stride, Inc. The brand reflects the Company’s continued growth into lifelong learning, regardless of a student’s age or location. The Company’s technology-based products and services enable its clients to attract, enroll, educate, track progress, and support students. These products and services, spanning curriculum, systems, instruction, and support services are designed to help learners of all ages reach their full potential through inspired teaching and personalized learning. The Company’s clients are primarily public and private schools, school districts, and charter boards. Additionally, it offers solutions to employers, government agencies and consumers. These products and services are provided through two lines of revenue: • • Products and services for the General Education market are predominantly focused on core subjects, including math, English, science and history, for kindergarten through twelfth grade students to help build a common foundation of knowledge. Programs utilizing General Education products and services are for students that are not specializing in any particular curriculum or course of study. These programs provide an alternative to traditional school options and address a range of student needs including, safety concerns, increased academic support, scheduling flexibility, physical/health restrictions or advanced learning. Products and services are sold as a comprehensive school-as-a-service offering or à la carte. Career Learning products and services are focused on developing skills to enter and succeed in careers in high- growth, in-demand industries—including information technology, health care and business. The Company provides middle and high school students with Career Learning programs that complement their core general education coursework in math, English, science and history. Stride offers multiple career pathways supported by a diverse catalog of Career Learning courses. The middle school program exposes students to a variety of career options and introduces career skill development. In high school, students may engage in industry content pathway courses, project-based learning in virtual teams, and career development services. H igh school students also have the opportunity to progress toward certifications, connect with industry professionals, earn college credits while in high school, and participate in job shadowing and/or work-based learning experiences that are required to succeed in today’s digital, tech-enabled economy. A student enrolled in a school offering Stride’s General Education program may take Career Learning courses, but that student and the associated revenue is not reported as a Career Learning enrollment or Career Learning revenue. H owever, a student and the associated revenue, whether in middle or high school, is counted as a Career Learning enrollment or Career Learning revenue if the student is enrolled in a Career Learning program. Like General Education products and services, the products and services for the Career Learning market are sold as a comprehensive school-as-a-service offering or à la carte. The Company also offers focused post-secondary career learning programs to adult learners, through its Galvanize, Inc. (“Galvanize”), Tech Elevator, Inc. (“Tech Elevator”), and MedCerts, LLC (“MedCerts”) brands. These include skills training in the data science, software engineering, healthcare, and medical fields, as well as providing staffing and talent development services to employers. These programs are offered directly to consumers, as well as to employers and government agencies. During the first quarter of fiscal year 2021, the Company revised its lines of revenue. Previously, the lines of revenue were (i) Managed Public School Programs, (ii) Institutional, and (iii) Private Pay Schools and Other. The Company believes that the change in the lines of revenue will facilitate a better understanding of the markets in which the Company competes. 2. Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. The Company operates in one operating and reportable business segment as a technology-based education company providing proprietary and third-party curriculum, software systems and educational services designed to facilitate 70 STRIDE, INC. Notes to Consolidated Financial Statements (Continued) individualized learning for students and adults. The Chief Operating Decision M consolidated results. aker evaluates profitability based on 3. Summary of Significant Accounting Policies R ecent A ccounting P ronouncem ents Accounting Standards Adopted On July 1, 2020, the Company adopted Accounting Standards Codification (“ASC”) Topic 326, Financial Instruments – Credit Losses (“ASC 326”), related to the methodology for recognizing credit losses. The new standard revises the accounting requirements related to the measurement of credit losses. Assets must be presented in the financial statements as the net amount expected to be collected. The allowance is based upon historical losses, customer-specific information, current economic conditions, and reasonable and supportable forecasts of future economic conditions. The Company adopted this standard using the modified retrospective approach. The adoption of ASC 326 resulted in the recognition of an additional allowance for credit losses of $8.5 million, as well as decreases of $6.2 million and $2.3 million to retained earnings and deferred tax liabilities, respectively, as of July 1, 2020. On July 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350) (“ASU 2017-04”). This amendment simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company adopted this standard prospectively without a material impact to its consolidated financial statements. Accounting Standards Not Yet Adopted In M arch 2020, the Financial Accounting Standards B oard (“FASB ”) issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”) which provides relief to companies that will be impacted by the cessation of reference rate reform, e.g. LIB OR, that is tentatively planned for the end of calendar year 2022. The ASU permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement. This ASU will be effective for the Company as of M arch 12, 2020 through December 31, 2022 and adoption is permitted at any time during the period on a prospective basis. The Company is currently evaluating the impact of this ASU on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) which, among other things, simplifies the accounting for convertible instruments by eliminating the requirement to separate conversion features from the host contract. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and interest expense will be recognized at the coupon rate. Early adoption is permitted for fiscal years beginning after December 15, 2020, including interim periods. The Company early adopted this standard in the first quarter of fiscal year 2022. The adoption resulted in the elimination of the debt discount (and related deferred tax liability) that had been recorded within equity. The net impact of the adjustments will be recorded to the opening balance of retained earnings. Preliminarily, the impacts to the consolidated balance sheet were the following: (1) increase of $110.6 million to long-term debt, (2) decrease of $89.4 million to additional paid-in capital, (3) decrease of $29.4 million to deferred tax liability, and (4) increase to retained earnings of $8.2 million. s e of Es tim ates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“G AAP”) requires management to make estimates and assumptions affecting the reported amounts 71 U STRIDE, INC. Notes to Consolidated Financial Statements (Continued) of assets and liabilities and contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to the allowance for doubtful accounts, inventory reserves, amortization periods, the allocation of purchase price to the fair value of net assets and liabilities acquired in business combinations, fair values used in asset impairment evaluations, valuation of long-lived assets, accrual for incurred but not reported (“IB NR”) claims, contingencies, income taxes, fair value of contingent consideration and stock-based compensation expense. The Company bases its estimates on historical experience and various assumptions that it believes are reasonable under the circumstances. The results of the analysis form the basis for making assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. R evenue R ecognition Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services using the following steps: • • • • • identify the contract, or contracts, with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations in the contract; and recognize revenue when, or as, the Company satisfies a performance obligation. Revenues related to the products and services that the Company provides to students in kindergarten through twelfth grade or adult learners are considered to be G eneral Education or Career Learning based on the school or adult program in which the student is enrolled. G eneral Education products and services are focused on core subjects, including math, English, science and history, for kindergarten through twelfth grade students to help build a common foundation of knowledge. Career Learning products and services are focused on developing skills to enter and succeed in careers in high- including information technology, business, and health services, for students in middle growth, in-demand industries— school through high school and adult learners. The majority of the Company’s contracts are with the following types of customers: • • • a virtual or blended school whereby the amount of revenue is primarily determined by funding the school receives; a school or individual who licenses certain curriculum on a subscription or course-by-course basis; or an enterprise who contracts with the Company to provide job training. F unding b ased C ontracts The Company provides an integrated package of systems, services, products, and professional expertise that is administered together to support a virtual or blended public school. Contractual agreements generally span multiple years with performance obligations being isolated to annual periods which generally coincide with the Company’s fiscal year. Customers of these programs can obtain administrative support, information technology, academic support services, online curriculum, learning systems platforms and instructional services under the terms of a negotiated service agreement. The schools receive funding on a per student basis from the state in which the public school or school district is located. Shipments of materials for schools that occur in the fourth fiscal quarter and for the upcoming school year are recorded in deferred revenue. The Company generates revenues under contracts with virtual and blended public schools and include the following components, where required: • • providing each of a school’s students with access to the Company’s online school and lessons; offline learning kits, which include books and materials to supplement the online lessons; 72 - STRIDE, INC. Notes to Consolidated Financial Statements (Continued) the use of a personal computer and associated reclamation services; internet access and technology support services; instruction by a state-certified teacher; and • • • • management and technology services necessary to support a virtual or blended school. In certain contracts, revenues are determined directly by per enrollment funding. To determine the pro rata amount of revenue to recognize in a fiscal quarter, the Company estimates the total expected funds each school will receive in a particular school year. Total funds for a school are primarily a function of the number of students enrolled in the school and established per enrollment funding levels, which are generally published on an annual basis by the state or school district. The Company reviews its estimates of funding periodically, and updates as necessary, by adjusting its year-to-date earned revenues to be proportional to the total expected revenues to be earned during the fiscal year. Actual school funding may vary from these estimates and the impact of these differences could impact the Company’s results of operations. Since the end of the school year coincides with the end of the Company’s fiscal year, annual revenues are generally based on actual school funding and actual costs incurred (including costs for the Company’s services to the schools plus other costs the schools may incur). The Company’s schools’ reported results are subject to annual school district financial audits, which incorporate enrollment counts, funding and other routine financial audit considerations. The results of these audits are incorporated into the Company’s monthly funding estimates for the current and prior periods. For the years ended June 30, 2020, 2019 and 2018, the Company’s aggregate funding estimates differed from actual reimbursements impacting total reported revenue by approximately (0.1)%, 0.6%, and 0.4%, respectively. Each state and/ or school district has variations in the school funding formulas and methodologies that it uses to estimate funding for revenue recognition at its respective schools. As the Company estimates funding for each school, it takes into account the state definition for count dates on which reported enrollment numbers will be used for per pupil funding. The parameters the Company considers in estimating funding for revenue recognition purposes include school district count definitions, withdrawal rates, new registrations, average daily attendance, special needs enrollment, academic progress and historical completion, student location, funding caps and other state specified categorical program funding. Under the contracts where the Company provides products and services to schools, the Company is responsible for substantially all of the expenses incurred by the school and has generally agreed to absorb any operating losses of the schools in a given school year. These school operating losses represent the excess of costs incurred over revenues earned by the virtual or blended public school (the school’s expected funding), as reflected in its respective financial statements, including Company charges to the schools. To the extent a school does not receive sufficient funding for each student enrolled in the school, the school would still incur costs associated with serving the unfunded enrollment. If losses due to unfunded enrollments result in a net operating loss for the year that loss is reflected as a reduction in the revenues and net receivables that the Company collects from the school. A school net operating loss in one year does not necessarily mean the Company anticipates losing money on the entire contract with the school. H owever, a school’s net operating loss may reduce the Company’s ability to collect its management fees in full and recognized revenues are constrained to reflect the expected cash collections from such schools. The Company records the school’s estimated net operating loss against revenues based upon the percentage of actual revenues in the period to total estimated revenues for the fiscal year. Actual school net operating losses may vary from these estimates or revisions, and the impact of these differences could have a material impact on results of operations. For the years ended June 30, 2021, 2020 and 2019, the Company’s revenues included a reduction for net school operating losses at the schools of $63.4 million, $45.4 million, and $54.7 million, respectively. B ecause the Company has agreed to absorb any operating losses of the schools, the Company records the expenses incurred by the school as both revenue and expenses in the consolidated statements of operations. Amounts recorded as revenues and expenses for the years ended June 30, 2021, 2020 and 2019, were $412.1 million, $325.5 million and $342.7 million, respectively. Sub scrip tion- b ased C ontracts The Company provides certain online curriculum and services to schools and school districts under subscription agreements. Revenues from the licensing of curriculum under subscription arrangements are recognized on a ratable basis over the subscription period. Revenues from professional consulting, training and support services are deferred and 73 STRIDE, INC. Notes to Consolidated Financial Statements (Continued) recognized ratably over the service period. In addition, the Company contracts with individual customers who have access for one to two years to company- provided online curriculum and generally prepay for services to be received. Adult learners enroll in courses that provide specialized training in a specific industry. Each of these contracts are considered to be one performance obligation. The Company recognizes these revenues pro rata over the maximum term of the customer contract based on the defined contract price. E nterp rise C ontrac ts The Company provides job training over a specified contract period to enterprises. Each of these contracts are considered to be one performance obligation. The Company recognizes these revenues based on the number of students trained during the term of the contract based on the defined contract price. isaggregated R evenues The revenue recognition related to the types of contracts discussed above can span both of the Company’s lines of revenue as shown below. For example, a funding-based contract may include both G eneral Education and Career Learning students. In total, there is one performance obligation and revenue is recognized over the Company’s fiscal year. The revenue is then disaggregated between G eneral Education and Career Learning based on the Company’s estimated full-year enrollment totals of each category. During the years ended June 30, 2021, 2020 and 2019, approximately 88%, 88%, and 87%, respectively, of the Company’s G eneral Education revenues, and 98%, 99% and 100%, respectively, of the Company’s M igh School Career Learning revenues, were from funding-based contracts. iddle – H The following table presents the Company’s revenues disaggregated based on its two lines of business for the years ended June 30, 2021, 2020 and 2019: G eneral Education Career Learning iddle - H igh School Adult Total Career Learning Total Revenues C onc entration of C ustom ers 2021 Year Ended June 30, 2020 (In thousands) 2019 $ $ 1,280,199 $ 933,809 $ 965,931 200,774 55,787 256,561 1,536,760 $ 96,003 10,953 106,956 1,040,765 49,821 49,821 1,015,752 $ During the years ended June 30, 2021, 2020 and 2019, the Company had zero, zero and one contract, respectively, that represented greater than 10% of revenues. In fiscal year 2018, the Company and the Agora Cyber Charter School entered into an agreement related to its outstanding receivable of $28.7 million at June 30, 2018 to be paid over a four-year period. In addition, the term of the service agreement was extended through June 30, 2022. The Company reclassified the long-term portion of $23.2 million to deposits and other assets on the consolidated balance sheets as of June 30, 2018. The balance as of June 30, 2021 was $4.2 million and is included in accounts receivable on the consolidated balance sheets. The Company accrues interest on its long-term receivables based on contracted terms. C ontrac t B alanc es 74 D M — STRIDE, INC. Notes to Consolidated Financial Statements (Continued) The timing of revenue recognition, invoicing, and cash collection results in accounts receivable, unbilled receivables (a contract asset) and deferred revenue (a contract liability) in the consolidated balance sheets. Accounts receivable are recorded when there is an executed customer contract and the customer is billed. An allowance is recorded to reflect expected losses at the time the receivable is recorded. The collectability of outstanding receivables is evaluated regularly by the Company to determine if additional allowances are needed. Unbilled receivables are created when revenue is earned prior to the customer being billed. Deferred revenue is recorded when customers are billed or cash is collected in advance of services being provided. The opening and closing balance of the Company’s accounts receivable, unbilled receivables and deferred revenue are as follows: June 30, 2021 2020 (In thousands) Accounts receivable Unbilled receivables (included in accounts receivable) Deferred revenue Deferred revenue, long-term (included in other long-term liabilities) $ $ 369,303 24,794 38,110 1,973 236,134 15,688 24,417 2,236 The difference between the opening and closing balance of the accounts receivable and unbilled receivables relates to the timing of the Company’s billing in relation to month end and contractual agreements. The difference between the opening and closing balance of the deferred revenue relates to the timing difference between billings to customers and the service periods under the contract. Typically, each of these balances are at their highest during the first quarter of the fiscal year and lowest at the end of the fiscal year. The amount of revenue recognized during the years ended June 30, 2021, 2020 and 2019, that was included in the previous July 1st deferred revenue balance was $25.5 million, $21.5 million, and $23.7 million, respectively. During the years ended June 30, 2021, 2020 and 2019, the Company recorded revenues of ($1.4) million, $5.9 million and $4.1 million, respectively, related to performance obligations satisfied in prior periods. P erf orm ance O b lig ations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For the majority of its contracts, the Company’s performance obligations are satisfied over time, as the Company delivers, and the customer receives the services, over the service period of the contract. The Company’s payment terms are generally net 30 or net 45, but can vary depending on the customer or when the school receives its funding from the state. The Company has elected, as a practical expedient, not to report the value of unsatisfied performance obligations for contracts with customers that have an expected duration of one year or less. The amount of unsatisfied performance obligations for contracts with customers which extend beyond one year as of June 30, 2021 was $2.0 million. Sig nif icant J udg m ents The Company determined that the majority of its contracts with customers contain one performance obligation. The Company markets the products and services as an integrated package building off its curriculum offerings. It does not market distinct products or services to be sold independently from the curriculum offering. The Company provides the significant service of integrating the goods and services into the operation of the school and education of its students, for which the customer has contracted. The Company has determined that the time elapsed method is the most appropriate measure of progress towards the satisfaction of the performance obligation. G enerally, the Company delivers the integrated products and services package over the course of the Company’s fiscal year. This package includes enrollment, marketing, teacher training, etc. 75 STRIDE, INC. Notes to Consolidated Financial Statements (Continued) in addition to the core curriculum and instruction. All of these activities are necessary and contribute to the overall education of its students, which occurs evenly throughout the year. Accordingly, the Company recognizes revenue on a straight-line basis. The Company determined that the expected value method is the most appropriate method to account for variable consideration and the Company’s forecasting method is an estimation process that uses probability to determine expected funding. On a monthly basis, the Company estimates the total funds each school will receive in a particular school year and the amount of full-year school revenues and operating expenses to determine the amount of revenue the Company will recognize. Enrollment and state funding rates are key inputs to this estimate. The estimates are adjusted monthly, and a cumulative catch-up adjustment is recorded to revenue as necessary to reflect the total revenues earned to date to be proportional to the total revenues to be earned in the fiscal year. The Company builds in known constraints (i.e. enrollment, funding, net operating losses, etc.) into the estimate of the variable consideration to record the most probable amount. Sales T ax es Sales tax collected from customers is excluded from revenues. Collected but unremitted sales tax is included as part of accrued liabilities in the accompanying consolidated balance sheets. Revenues do not include sales tax as the Company considers itself a pass-through conduit for collecting and remitting sales tax. S hipping and H andling Costs Shipping and handling costs are expensed when incurred and are classified as instructional costs and services in the accompanying consolidated statements of operations. Shipping and handling charges invoiced to a customer are included in revenues. R esearch and D evelopment Costs All research and development costs, including patent application costs, are expensed as incurred. Research and development costs totaled $3.7 million, $9.7 million and $9.5 million for the years ended June 30, 2021, 2020 and 2019, respectively, and are included within selling, general and administrative expenses in the consolidated statements of operations. Cash, Cash Eq uivalents and R estricted Cash Cash and cash equivalents generally consist of cash on hand and cash held in money market and demand deposit accounts. The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company periodically has cash balances which exceed federally insured limits. Restricted cash consists of amounts held in escrow related to the Company’s settlement agreement with Agora Cyber Charter School. The restricted cash which is short-term in nature is included in other current assets, while the portion that is long-term is included in deposits and other assets on the consolidated balance sheets. Investments in M arketable S ecurities The Company’s marketable securities generally consist of bonds and other securities which are classified as held- to-maturity. The securities with maturities between three months and one year are classified as short-term and are included in other current assets on the consolidated balance sheets. The securities with maturities greater than one year are classified as long-term and are included in other assets on the consolidated balance sheet. H eld-to-maturity securities are recorded at their amortized cost. Interest income and dividends are recorded within the consolidated statements of operations. The Company reviews the held-to-maturity debt securities for declines in fair value below the amortized cost basis under the credit loss model of ASC 326. Any declines in fair value related to a credit loss is recognized in the 76 S TRI D E, I N C. N otes to Consolidated F inancial S tatements ( Continued) consolidated statements of operations, with the amount of the loss limited to the difference between fair value and amortized cost. As of June 30, 2021, the allowance for credit losses related to held-to-maturity debt securities was zero. As of June 30, 2021, the Company’s marketable securities consisted of investments in corporate bonds and U.S. treasury notes. The short-term and long-term portions were $17.3 million and $23.2 million, respectively. The following table summarizes the amortized cost, net carrying amount, and fair value disaggregated by class of instrument. Amortized Cost Allowance for Credit Losses N et Carrying Amount Gross U nrealized Gains ( Losses) Corporate B onds U.S. Treasury Notes Total $ $ 31,850 $ 8,692 40,542 $ - $ - - $ 31,850 $ 8,692 40,542 $ (24) $ - (24) $ F air V alue 31,826 8,692 40,518 llowance for D oubtful A ccounts The Company maintains an allowance for uncollectible accounts primarily for estimated losses resulting from the inability or failure of individual customers to make required payments. The Company analyzes accounts receivable, historical percentages of uncollectible accounts, and changes in payment history when evaluating the adequacy of the allowance for uncollectible accounts. The Company maintains an allowance under ASC 326 based on historical losses, customer-specific information, current economic conditions, and reasonable and supportable forecasts of future economic conditions. The allowance under ASC 326 is updated as additional losses are incurred or information becomes available related to the customer or economic conditions. The Company writes-off accounts receivable based on the age of the receivable and the facts and circumstances surrounding the customer and reasons for non-payment. Actual write-offs might differ from the recorded allowance. Inventories Inventories consist primarily of textbooks and curriculum materials, a majority of which are supplied to virtual and blended public schools, and utilized directly by students. Inventories represent items that are purchased and held for sale and are recorded at the lower of cost (first-in, first-out method) or net realizable value. The Company classifies its inventory as current or long-term based on the holding period. As of June 30, 2021 and 2020, $8.8 million and $5.2 million, respectively, of inventory, net of reserves, was deemed long-term and included in deposits and other assets on the consolidated balance sheets. The provision for excess and obsolete inventory is established based upon the evaluation of the quantity on hand relative to demand. The excess and obsolete inventory reserve was $5.6 million and $4.8 million at June 30, 2021 and 2020, respectively. ther Current A ssets Other current assets consist primarily of textbooks, curriculum materials and other supplies which are expected aterials not returned are expensed as part of instructional costs to be returned upon the completion of the school year. M and services. Additionally, other current assets include short-term marketable securities. P roperty and Eq uipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is calculated using the straight-line method over the estimated useful life of the asset (or the lesser of the term of the lease and the estimated useful life of the asset under the finance lease). Amortization of assets capitalized under finance lease arrangements is included in depreciation expense. Leasehold improvements are amortized over the lesser of the lease term or the estimated useful life of the asset. The determination of the lease term is discussed below under “Leases.” 77 A O STRIDE, INC. Notes to Consolidated Financial Statements (Continued) Property and equipment are depreciated over the following useful lives: Student and state testing computers Computer hardware Computer software eb site development Office equipment Furniture and fixtures Leasehold improvements Useful Life 3 - 5 years 3 - 7 years 3 - 5 years 3 years 5 years 7 years Shorter of useful life or term of the lease The Company makes an estimate of unreturned student computers based on an analysis of recent trends of returns. The Company recorded accelerated depreciation of $3.2 million, $2.4 million and $2.3 million for the years ended June 30, 2021, 2020 and 2019, respectively, related to unreturned student computers. The Company fully expenses computer peripheral equipment (e.g. keyboards, mouses) upon purchase as recovery has been determined to be uneconomical. These expenses totaled $8.4 million, $3.8 million and $4.1 million for the years ended June 30, 2021, 2020 and 2019, respectively, and are recorded as instructional costs and services. C apitalized Software C osts The Company develops software for internal use. Software development costs incurred during the application development stage are capitalized. The Company amortizes these costs over the estimated useful life of the software, which is generally three years. Capitalized software development costs are stated at cost less accumulated amortization. Capitalized software additions totaled $31.3 million, $24.0 million and $26.3 million for the years ended June 30, 2021, 2020 and 2019, respectively. There were no material write-downs of capitalized software projects for the years ended June 30, 2021, 2020 and 2019. C apitalized C urriculum D evelopment C osts The Company internally develops curriculum, which is primarily provided as online content and accessed via the Internet. The Company also creates textbooks and other materials that are complementary to online content. The Company capitalizes curriculum development costs incurred during the application development stage, as well as the design and deployment phases of the project. As a result, a significant portion of the Company’s courseware development costs qualify for capitalization due to the concentration of its development efforts on the content of the courseware. Capitalization ends when a course is available for general release to its customers, at which time amortization of the capitalized costs begins. The period of time over which these development costs are amortized is generally five years. Total capitalized curriculum development additions were $17.4 million, $19.3 million and $16.6 million for the years ended June 30, 2021, 2020 and 2019, respectively. These amounts are recorded on the accompanying consolidated balance sheets, net of amortization charges. There were no material write-downs of capitalized curriculum development costs for the years ended June 30, 2021, 2020 and 2019. L eases The Company adopted ASC Topic 842, L eases (“ASC 842) as of July 1, 2019. The Company’s principal leasing activities include student computers and peripherals, classified as finance leases, and facilities, classified as operating leases. 78 W STRIDE, INC. Notes to Consolidated Financial Statements (Continued) Leases are classified as operating leases unless they meet any of the criteria below to be classified as a finance lease: • • • • • the lease transfers ownership of the asset at the end of the lease; the lease grants an option to purchase the asset which the lessee is expected to exercise; the lease term reflects a major part of the asset’s economic life; the present value of the lease payments equals or exceeds the fair value of the asset; or the asset is specialized with no alternative use to the lessor at the end of the term. inanc e Leases The Company enters into agreements to finance the purchase of student computers and peripherals provided to students of its schools. Individual leases typically include 1 to 3-year payment terms, at varying rates, with a $1 purchase option at the end of each lease term. The Company pledges the assets financed to secure the outstanding leases. p erating Leases The Company enters into agreements for facilities that serve as offices for its headquarters, sales and enrollment teams, and school operations. Initial lease terms vary between 1 and 17 years. Certain leases include renewal options, usually based upon current market rates, as well as termination rights. The Company performs an evaluation of each lease to determine if the lease payments included in the renewal option should be included in the initial measurement of the lease liability. isc ount R ate The present value of the lease payments is calculated using either the rate implicit in the lease, or the lessee’s incremental borrowing rate, over the lease term. For the Company’s finance leases, the stated rate is defined within the lease terms; while for the Company’s operating leases, the rate is not implicit. For operating leases, the Company uses its incremental borrowing rate as the discount rate; determined as the Company’s borrowing rate on a collateralized basis for a similar term and amount to the term and amount of the lease. For its adoption of ASC 842 the Company utilized its agreements used for its finance leases as the basis for calculating its incremental borrowing rate. The rate was collateralized and its term reflected a similar term of the remaining lease payments of the Company’s largest operating lease. As of the adoption date, the incremental borrowing rate was 3.86%. Upon the execution of its senior secured revolving credit facility in January 2020 (see Note 8, “Credit Facility”), the Company reassessed its incremental borrowing rate as 2.55%. The incremental borrowing rate is subsequently reassessed upon modification of its leasing arrangements or with the execution of a new lease agreement. Polic y E lec tions Sh ort- term Leases The Company has elected as an on-going accounting policy election not to apply ASC 842 to short-term facility leases of 12 months or less. B y making this election, the Company will not record a right-of-use asset or lease liability at the commencement of the lease, and will continue to expense its lease payments on a straight-line basis over the lease term. The accounting policy election is made by class of underlying asset to which the right of use relates. The Company has elected to apply the accounting policy election only to operating leases. Goodwill and Intangible A ssets The Company records as goodwill the excess of the purchase price over the fair value of the identifiable net assets acquired. Finite-lived intangible assets acquired in business combinations subject to amortization are recorded at their fair value. Finite-lived intangible assets include trade names, acquired customers and distributors, developed technology and 79 F O D STRIDE, INC. Notes to Consolidated Financial Statements (Continued) non-compete agreements. Such intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense for the years ended June 30, 2021, 2020 and 2019 was $11.6 million, $6.1 million and $3.0 million, respectively, and is included within selling, general, and administrative expenses in the consolidated statements of operations. Future amortization of intangible assets is expected to be $12.9 million, $12.7 million, $11.7 million, $10.5 million and $9.4 million in the fiscal years ending June 30, 2022 through June 30, 2026, respectively and $42.2 million thereafter. The Company reviews its finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between fair value and the carrying value of the asset. The Company has one reporting unit. The process for testing goodwill and intangible assets with indefinite lives for impairment is performed annually, as well as when an event triggering impairment may have occurred. Companies are also allowed to qualitatively assess goodwill impairment through a screening process which would permit companies to forgo the quantitative impairment test as part of their annual goodwill impairment process. The Company performs its annual assessment on M ay 31st, which is then updated for any changes in conditions as of June 30th. During the years ended June 30, 2021 and 2020, the Company qualitatively assessed its goodwill and intangible ID-19”) as a triggering event, however there were no assets for impairment. It identified Coronavirus disease 2019 (“COV indicators that the fair value of the reporting unit may be less than its carrying amount, and as a result, the Company determined that no impairment was required. On January 27, 2020, the Company acquired G alvanize for $165.0 million and working capital. On November 30, 2020, the Company acquired 100% of M edCerts in exchange for $70.0 million and estimated contingent consideration of $10.8 million; and 100% of Tech Elevator in exchange for $23.5 million, plus working capital of $2.2 million. The Company’s acquisitions are discussed in more detail in Note 13, “Acquisitions and Investments.” 80 S TRI D E, I N C. N otes to Consolidated F inancial S tatements ( Continued) The following table represents goodwill additions/ reductions resulting from the acquisitions mentioned above during the years ended June 30, 2021, 2020 and 2019: in millions) Goodwill B alance as of June 30, 2018 Adjustments B alance as of June 30, 2019 Acquisition of G alvanize, Inc. B alance as of June 30, 2020 Acquisition of M Acquisition of Tech Elevator, Inc. Adjustments related to G alvanize, Inc. edCerts, LLC B alance as of June 30, 2021 Amount $ 90.2 $ 90.2 84.7 $ 174.9 51.1 17.9 (3.5) $ 240.4 The following table represents the balance of the Company’s intangible assets as of June 30, 2021 and 2020: J une 3 , 2 J une 3 , 2 in millions) Trade names Customer and distributor relationships Developed technology Other Total Impairment of Long-Lived A ssets Gross Carrying Amount $ 84.5 $ 37.7 21.3 1.4 $ 144.9 $ Accumulated Amortization N et Carrying V alue (17.4) $ 67.1 16.5 (21.2) 15.6 (5.7) 0.3 (1.1) (45.4) $ 99.5 Gross Carrying Accumulated Amount Amortization $ 77.9 $ 25.3 6.6 1.4 $ 111.2 $ N et Carrying V alue (12.0) $ 65.9 8.1 (17.2) 3.1 (3.5) (1.0) 0.4 (33.7) $ 77.5 Long-lived assets include property, equipment, right-of-use assets, capitalized curriculum and software developed or obtained for internal use. M anagement reviews the Company’s recorded long-lived assets for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Company determines the extent to which an asset may be impaired based upon its expectation of the asset’s future usability as well as on a reasonable assurance that the future cash flows associated with the asset will be in excess of its carrying amount. If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between fair value and the carrying value of the asset. During the years ended June 30, 2021 and 2020, the Company considered whether there were events or circumstances that may indicate that the carrying amount of the long-lived assets may not be recoverable. It identified COV ID-19 as a triggering event, however ID-19 did not impact the recoverability of its long-lived assets. based on its assessment, the Company determined that COV Income Taxes Deferred tax assets and liabilities are computed based on the difference between the financial reporting and income tax bases of assets and liabilities using the enacted marginal tax rate. The net deferred tax asset is reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the net deferred tax asset will not be realized. S tock-B ased Compensation The Company estimates the fair value of share-based awards on the date of grant. The fair value of restricted stock awards is based on the closing price of the Company’s common stock on the date of grant. Certain restricted stock awards with a market-based performance component are valued using a M onte Carlo simulation model that considers a variety of factors including, but not limited to, the Company’s common stock price, risk-free rate, and expected stock price 81 ( $ — 0 0 2 1 0 0 2 0 ( $ STRIDE, INC. Notes to Consolidated Financial Statements (Continued) volatility over the expected life of awards. The Company recognizes forfeitures of share-based awards as they occur in the period of forfeiture. A dvertising and M arketing Costs Advertising and marketing costs consist primarily of internet advertising, online marketing, direct mail, print media and television commercials and are expensed when incurred. Advertising costs totaled $23.0 million, $32.7 million and $38.0 million for the years ended June 30, 2021, 2020 and 2019, respectively, and are included within selling, general, and administrative expenses in the consolidated statements of operations. F air V alue M easurements Fair value is the price that would be received to sell an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement easurements are described in a fair value hierarchy which requires an entity to maximize the use of observable date. M inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs used to measure fair value are: Level 1: Inputs based on quoted market prices for identical assets or liabilities in active markets at the measurement date. Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3: Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation. The carrying values reflected in the accompanying consolidated balance sheets for cash and cash equivalents, receivables, and short term debt approximate their fair values, as they are largely short-term in nature. The contingent consideration and Tallo, Inc. convertible note are discussed in more detail in Note 13, “Acquisitions and Investments.” As of June 30, 2021, the estimated fair value of the long-term debt was $389.3 million. The Company estimated the fair value based on the quoted market prices in an inactive market on the last day of the reporting period (Level 2). The long- term debt, comprised of the Company’s convertible senior notes due 2027, is recorded at face value less the unamortized discount and debt issuance costs on its consolidated balance sheet, and is discussed in more detail in Note 7, “Debt.” As of June 30, 2021, the estimated fair value of the Company’s marketable securities was $40.5 million. The Company estimated the fair value based on the quoted market prices in an inactive market on the last day of the reporting period (Level 2). The marketable securities are discussed in more detail in Note 3, “Summary of Significant Accounting Policies / Investments in M arketable Securities.” 82 S TRI D E, I N C. N otes to Consolidated F inancial S tatements ( Continued) The following table summarizes certain fair value information at June 30, 2021 for assets or liabilities measured at fair value on a recurring basis. D escription F air V alue Contingent consideration associated with acquisitions Convertible note received in acquisition $ 11,082 5,006 $ F air V alue Measurements U sing: Q uoted Prices in Active Mark ets for I dentical Assets ( Level 1 S ignificant ther O bservable I nput ( Level 2 ) ) I n thousands) $ S ignificant U nobservable I nputs ( Level 3 ) $ 11,082 5,006 The following table summarizes certain fair value information at June 30, 2020 for assets or liabilities measured at fair value on a recurring basis. D escription F air V alue Convertible note received in acquisition $ 5,006 $ F air V alue Measurements U sing: Q uoted Prices in Active Mark ets for I dentical Assets ( Level 1 S ignificant ther O bservable I nput ( Level 2 ) ) I n thousands) $ S ignificant U nobservable I nputs ( Level 3 ) $ 5,006 The following table presents activity related to the Company’s fair value measurements categorized as Level 3 of the valuation hierarchy, valued on a recurring basis, for the year ended June 30, 2021. D escription F air V alue J une 3 , 2 Y ear Ended J une 3 0 , 2 Purchases, I ssuances, U nrealized and S ettlements Gains ( Losses) I n thousands) F air V alue J une 3 , 2 Contingent consideration associated with acquisitions Convertible note received in acquisition $ 5,006 $ 10,833 $ 249 $ 11,082 5,006 The following table presents activity related to the Company’s fair value measurements categorized as Level 3 of the valuation hierarchy, valued on a recurring basis, for the year ended June 30, 2020. D escription Y ear Ended J une 3 0 , 2 Purchases, I ssuances, U nrealized and S ettlements Gains ( Losses) F air V alue J une 3 , 2 Convertible note received in acquisition $ 5,006 $ I n thousands) $ F air V alue J une 3 , 2 $ 5,006 The following table presents activity related to the Company’s fair value measurements categorized as Level 3 of the valuation hierarchy, valued on a recurring basis, for the year ended June 30, 2019. 83 O ( — — — — O ( — — 0 2 1 0 0 2 0 0 0 2 1 ( — — — 0 2 0 0 0 1 9 0 0 2 0 ( — — S TRI D E, I N C. N otes to Consolidated F inancial S tatements ( Continued) D escription Y ear Ended J une 3 0 , 2 Purchases, I ssuances, U nrealized and S ettlements Gains ( Losses) F air V alue J une 3 , 2 F air V alue J une 3 , 2 Contingent consideration associated with acquisitions Convertible note received in acquisition $ 1,345 $ I n thousands) (1,347) $ 5,006 2 $ 5,006 N et I ncom e P er Com m on S h are B asic net income (loss) per common share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the reporting period. The weighted average number of shares of common stock outstanding includes vested restricted stock awards. Diluted net income (loss) per share (“EPS”) reflects the potential dilution that could occur assuming conversion or exercise of all dilutive unexercised stock options and vesting of all dilutive unvested restricted stock awards. The dilutive effect of stock options and restricted stock awards was determined using the treasury stock method. Under the treasury stock method, the proceeds received from the exercise of stock options and restricted stock awards, the amount of compensation cost for future service not yet recognized by the Company and the amount of tax benefits that would be recorded as income tax expense when the stock options become deductible for income tax purposes are all assumed to be used to repurchase shares of the Company’s common stock. Stock options and restricted stock awards are not included in the computation of diluted net income (loss) per share when they are antidilutive. Common stock outstanding reflected in the Company’s consolidated balance sheets includes restricted stock awards outstanding. The following schedule presents the calculation of basic and diluted net income per share: B asic net income per share computation: Net income attributable to common stockholders eighted average common shares — B asic net income per share basic iluted net income per share computation: Y ear Ended J une 3 0 , I n thousands ex cept share and per share data) $ $ 71,451 40,211,016 1.78 $ $ 24,506 39,478,928 0.62 $ $ 37,209 38,848,780 0.96 Net income attributable to common stockholders Share computation: eighted average common shares — basic Effect of dilutive stock options and restricted stock awards eighted average common shares — Diluted net income per share diluted $ $ 71,451 $ 24,506 $ 37,209 40,211,016 1,657,564 41,868,580 1.71 39,478,928 1,184,296 40,663,224 0.60 $ 38,848,780 2,096,020 40,944,800 0.91 $ For the years ended June 30, 2021, 2020 and 2019, shares issuable in connection with stock options and restricted stock of 296,577, 729,008 and 140,657, respectively, were excluded from the diluted income per common share calculation because the effect would have been antidilutive. R eclas s if ication Certain previous year amounts have been reclassified to conform with current year presentations, as related to the statement of cash flows. 84 0 1 9 0 0 1 8 0 0 1 9 ( — — — 2 0 2 1 2 0 2 0 2 0 1 9 ( W D W W S TRI D E, I N C. N otes to Consolidated F inancial S tatements ( Continued) . Property and Eq uipment and Capitalized S oftware and Curriculum Property and equipment consists of the following at: Student computers Computer software Computer hardware Leasehold improvements State testing computers Furniture and fixtures Office equipment Less accumulated depreciation and amortization J une 3 , I n thousands) $ 99,728 16,201 9,461 18,320 7,440 7,104 1,455 159,709 (87,640) $ 72,069 $ 48,153 17,268 14,505 17,396 7,461 7,178 1,372 113,333 (74,665) $ 38,668 The Company recorded depreciation expense related to property and equipment reflected in selling, general, and administrative expenses of $6.6 million, $4.3 million and $5.2 million during the years ended June 30, 2021, 2020 and 2019, respectively. Depreciation expense of $31.4 million, $17.9 million and $15.0 million related to computers provided to students is reflected in instructional costs and services during the years ended June 30, 2021, 2020 and 2019, respectively. The Company incurs maintenance and repair expenses, which are expensed as incurred, and are generally aintenance and repair expenses totaled $7.9 million, recorded in selling, general, and administrative expenses. M $10.3 million and $13.7 million for the years ended June 30, 2021, 2020 and 2019, respectively. Capitalized software costs consist of the following at: Capitalized software Less accumulated depreciation and amortization J une 3 , I n thousands) $ 281,705 (224,397) 57,308 $ $ 249,720 (201,227) 48,493 $ The Company recorded amortization expense of $19.7 million, $20.8 million and $22.3 million related to capitalized software reflected in instructional costs and services and $4.2 million, $5.5 million and $7.4 million reflected in selling, general, and administrative expenses during the years ended June 30, 2021, 2020 and 2019, respectively. Capitalized curriculum development costs consist of the following at: Capitalized curriculum development costs Less accumulated depreciation and amortization J une 3 , I n thousands) $ 173,971 (123,595) 50,376 $ $ 156,018 (107,169) 48,849 $ The Company recorded amortization expense of $16.4 million, $17.5 million and $18.5 million related to capitalized curriculum development cost reflected in instructional costs and services during the years ended June 30, 2021, 85 4 0 2 0 2 1 2 0 2 0 ( 0 2 0 2 1 2 0 2 0 ( 0 2 0 2 1 2 0 2 0 ( STRIDE, INC. Notes to Consolidated Financial Statements (Continued) 2020 and 2019, respectively. 5. Income Taxes The provision for income taxes is based on earnings reported in the consolidated financial statements. A deferred income tax asset or liability is determined by applying currently enacted tax laws and rates to the expected reversal of the cumulative temporary differences between the carrying value of assets and liabilities for financial statement and income tax purposes. Deferred income tax expense or benefit is measured by the change in the deferred income tax asset or liability during the year. Deferred tax assets and liabilities result primarily from temporary differences in book versus tax basis accounting. Deferred tax assets and liabilities consist of the following: June 30, 2021 2020 (In thousands) Deferred tax assets Net operating loss carryforward Reserves Accrued expenses Stock compensation expense Other assets Deferred revenue Lease liability Federal tax credits State tax credits Total deferred tax assets Deferred tax liabilities Capitalized curriculum development Capitalized software and website development costs Property and equipment Right-of-use assets Returned materials Purchased intangibles Convertible debt Total deferred tax liabilities Net deferred tax liability before valuation allowance V aluation allowance Net deferred tax liability Reported as: Long-term deferred tax liabilities $ 21,850 3,374 4,117 7,064 2,252 759 29,640 20 44 69,120 (9,245) (11,907) (6,213) (28,273) (2,385) $ 22,159 5,038 5,552 8,193 7,466 437 27,812 76,657 (9,307) (14,026) (11,613) (26,889) (4,520) (22,031) (15,077) (103,463) (26,806) (5,047) (19,877) (77,900) (8,780) (4,991) $ (31,853) $ (13,771) $ (31,853) $ (13,771) The Company maintained a valuation allowance on net noncurrent deferred tax assets of $5.0 million and $5.0 million as of June 30, 2021 and 2020, respectively, predominantly related to foreign income tax net operating losses (" NOL" ). At June 30, 2021, the Company had approximately $65.8 million of available federal NOL carryforwards solely related to the acquisition of G alvanize in January 2020. The federal NOL carryforwards, in the amount of $9.2 million, generated prior to 2018 will begin to expire, if unused, in 2035. Due to the Tax Cuts and Jobs Act (the “Tax Act”), the federal NOL carryforwards, in the amount of $56.6 million, generated after 2017 have an indefinite carryforward period. Section 382 of the Internal Revenue Code limits the utilization of NOL carryforwards following a change of control. The Company has performed an analysis of the Section 382 ownership changes and have determined that it will be able to fully utilize its available NOLs subject to the Section 382 limitation. 86 — — — STRIDE, INC. Notes to Consolidated Financial Statements (Continued) At June 30, 2021, the Company had tax effected state NOL carryforwards of $3.3 million, net of valuation allowances, and will expire on various dates. The components of the income before income taxes for the years ended June 30, 2021, 2020 and 2019 were as follows: Domestic Foreign Total income before income taxes 2021 81,068 14,922 95,990 $ $ Year Ended June 30, 2020 (In thousands) 27,672 5,375 33,047 $ $ 2019 43,448 4,281 47,729 $ $ The components of the income tax expense (benefit) for the years ended June 30, 2021, 2020 and 2019 were as follows: Current: Federal State Foreign Total current Deferred: Federal State Total deferred Total income tax expense (benefit) 2021 Year Ended June 30, 2020 (In thousands) 2019 $ 12,290 6,643 3,057 21,990 2,287 262 2,549 $ 24,539 $ 6,907 1,911 1,028 9,846 $ 3,919 1,988 920 6,827 (1,687) 382 (1,305) $ 8,541 3,412 281 3,693 $ 10,520 The provision for (benefit from) income taxes can be reconciled to the income tax that would result from applying the statutory rate to the net income before income taxes as follows: U.S. federal tax at statutory rates Permanent items Lobbying Non-deductible compensation State taxes, net of federal benefit Research and development tax credits Change in valuation allowance Effects of foreign operations Reserve for unrecognized tax benefits Other Stock-based compensation Provision for (benefit from) income taxes Year Ended June 30, 2020 2019 2021 21.0 % (0.4) 0.2 4.9 5.8 (0.9) (0.1) 0.4 0.2 (0.5) (5.0) 25.6 % 21.0 % 1.1 0.4 9.0 5.3 (1.8) 0.1 0.3 (2.4) (0.8) (6.4) 25.8 % 21.0 % 0.5 0.4 1.6 4.3 (0.5) 0.2 0.1 (2.1) (0.4) (3.1) 22.0 % The increase in the effective income tax rate for the year ended June 30, 2020, as compared to the effective tax rate for the year ended June 30, 2019, was primarily due to the increase in the amount of non-deductible compensation, which was partially offset by the increase in excess tax benefit of stock-based compensation. 87 STRIDE, INC. Notes to Consolidated Financial Statements (Continued) Tax U ncertainties The Company follows the provisions of ASC 740, Income Taxes (“ASC 740”) which applies to all tax positions related to income taxes. ASC 740 provides a comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that the Company has taken or expects to take on a tax return. ASC 740 clarifies accounting for income taxes by prescribing a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. If the probability for sustaining a tax position is greater than 50%, then the tax position is warranted and recognition should be at the highest amount which would be expected to be realized upon ultimate settlement related to unrecognized tax benefits. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. As of June 30, 2021, 2020 and 2019, the Company had $0.1 million, $0.1 million and $0.2 million in accrued interest and penalties, respectively. The unrecognized tax benefits for the years ended June 30, 2021, 2020 and 2019 were as follows: B alance at beginning of the year Additions for prior year tax positions Additions for current year tax positions Reductions for prior year tax positions B alance at end of the year 2019 2021 Year Ended June 30, 2020 (In thousands) $ 1,545 161 179 (1,035) 850 $ $ 850 196 261 (250) $ 1,057 $ 2,392 194 87 (1,128) $ 1,545 If recognized, all of the $1.1 million balance of unrecognized tax benefits as of June 30, 2021 would affect the effective tax rate. The Company does not anticipate a significant increase or decrease in unrecognized tax benefits in the next twelve months. The Company remains subject to audit by the Internal Revenue Service for federal tax purposes for tax years after June 30, 2017. Certain state and foreign tax jurisdictions are also either currently under audit or remain open under the statute of limitations for the tax years after June 30, 2015. 6. Finance and Operating Leases inance Leases The Company is a lessee under finance leases for student computers and peripherals under agreements with PNC Equipment Finance, LLC (“PNC”) and B anc of America Leasing & Capital, LLC (“B ALC”). As of June 30, 2021 and 2020, the finance lease liability was $68.9 million and $17.9 million, respectively, with lease interest rates ranging from 1.52% to 3.87%. As of June 30, 2021 and 2020, the balance of the associated right-of-use assets was $49.0 million and $19.8 million, respectively. The right-of-use asset is recorded within property and equipment, net on the consolidated balance sheets. Lease amortization expense associated with the Company’s finance leases is recorded within instructional costs and services on the consolidated statements of operations. Individual leases under the agreement with PNC include 36-month payment terms at varying rates, with a $1 purchase option at the end of each lease term. The Company has pledged the assets financed to secure the outstanding leases. The Company entered into an agreement with B ALC in April 2020 for $25.0 million (increased to $41.0 million in July 2020) to provide financing for its leases through M arch 2021 at varying rates. The Company entered into additional agreements during fiscal year 2021 to provide financing of $54.0 million for its student computers and peripherals leases through October 2021 at varying rates. Individual leases with B ALC include 12-month and 36-month payment terms, fixed 88 F STRIDE, INC. Notes to Consolidated Financial Statements (Continued) rates ranging from 1.52% to 2.58%, and a $1 purchase option at the end of each lease term. The Company has pledged the assets financed to secure the outstanding leases. The following is a summary, as of June 30, 2021 and June 30, 2020, respectively, of the present value of the net minimum lease payments under the Company’s finance leases: 2021 2022 2023 2024 Total minimum payments Less: imputed interest Finance lease liability Less: current portion of finance lease liability Long-term finance lease liability p erating Leas es Year Ended June 30, 2021 2020 (in thousands) $ $ 28,715 28,105 14,303 71,123 (2,219) 68,904 (27,336) 41,568 $ $ 13,587 2,653 2,040 18,280 (342) 17,938 (13,304) 4,634 The Company is a lessee under operating leases for various facilities to support the Company’s operations. As of June 30, 2021 and 2020, the operating lease liability was $98.1 million and $117.2 million, respectively. As of June 30, 2021 and 2020 the balance of the associated right-of-use assets was $94.7 million and $111.8 million, respectively. The impact of G alvanize’s adoption of ASC 842 was part of the purchase price accounting which is discussed in more detail in Note 13, “Acquisitions and Investments.” Lease expense associated with the Company’s operating leases is recorded within both instructional costs and services and selling, general, and administrative expenses on the consolidated statements of operations. 89 — — O STRIDE, INC. Notes to Consolidated Financial Statements (Continued) Individual operating leases range in terms of 1 to 11 years and expire on various dates through fiscal year 2031 and the minimum lease payments are discounted using the Company’s incremental borrowing rate. The following is a summary as of June 30, 2021 and June 30, 2020, respectively, of the present value of the minimum lease payments under the Company’s operating leases: 2021 2022 2023 2024 2025 Thereafter Total minimum payments Less: imputed interest Operating lease liability Less: current portion of operating lease liability Long-term operating lease liability Year Ended June 30, 2021 2020 (in thousands) $ $ 23,030 16,204 15,032 14,222 38,679 107,167 (9,060) 98,107 (20,649) 77,458 $ $ 23,626 22,326 15,841 14,769 13,949 38,544 129,055 (11,822) 117,233 (20,689) 96,544 The Company is subleasing two of its facilities through M ay 2022 and one through July 2023. Sublease income is recorded as an offset to the related lease expense within both instructional costs and services and selling, general, and administrative expenses on the consolidated statements of operations. The following is a summary as of June 30, 2021 and June 30, 2020, respectively, of the expected sublease income: 2021 2022 2023 2024 Total sublease income Year Ended June 30, 2021 2020 (in thousands) $ $ 1,496 797 66 2,359 $ $ 1,960 1,496 797 66 4,319 90 — — STRIDE, INC. Notes to Consolidated Financial Statements (Continued) The following is a summary of the Company’s lease cost, weighted-average remaining lease term, weighted- average discount rate and certain other cash flows as it relates to its operating leases for the years ended June 30, 2021 and 2020: Lease cost Finance lease cost: Amortization of right-of-use assets Interest on lease liabilities Instructional costs and services: Operating lease cost Short-term lease cost Sublease income Selling, general, and administrative expenses: Operating lease cost Short-term lease cost Sublease income Total lease cost Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases Financing cash flows from finance leases Right-of-use assets obtained in exchange for new finance lease liabilities Right-of-use assets obtained in exchange for new operating lease liabilities eighted-average remaining lease term - finance leases eighted-average remaining lease term - operating leases eighted-average discount rate - finance leases eighted-average discount rate - operating leases 7. Debt Year Ended June 30, 2021 2020 (in thousands) $ $ $ 28,647 1,111 15,877 181 (920) 6,681 970 (916) 51,631 (21,025) (24,315) 66,861 1,643 2.52 yrs. 6.58 yrs. 2.45 % 2.75 % $ 16,740 820 $ $ 6,902 222 (419) 6,227 992 (760) 30,724 (13,124) (27,675) 17,160 6,311 0.79 yrs. 7.15 yrs. 2.86 % 2.76 % The following is a summary, as of June 30, 2021 and June 30, 2020, respectively, of the components of the Company’s outstanding long-term debt: Convertible Senior Notes due 2027 Less: unamortized discount Less: unamortized debt issuance costs Total debt Less: current portion of debt Long-term debt Year Ended June 30, 2021 2020 (in thousands) $ 420,000 (113,331) (7,398) 299,271 299,271 $ $ $ 91 W W W W — — — — — — — STRIDE, INC. Notes to Consolidated Financial Statements (Continued) Convertible S enior N otes due 2 In August and September 2020, the Company issued $420.0 million aggregate principal amount of 1.125% Convertible Senior Notes due 2027 (“Notes”). The Notes are governed by an indenture (the “Indenture”) between the Company and U.S. B ank National Association, as trustee. The net proceeds from the offering of the Notes were approximately $408.6 million after deducting the underwriting fees and other expenses paid by the Company. The Notes bear interest at a rate of 1.125% per annum, payable semi-annually in arrears on M arch 1st and arch 1, 2021. The Notes will mature on September 1, 2027. The Company September 1st of each year, beginning on M recorded coupon interest expense of $3.9 million for the year ended June 30, 2021. The Company separated the Notes into liability and equity components. The initial carrying amount of the liability component was $294.6 million and was calculated using a discount rate of 6.5%. The discount rate was based on the terms of a similar debt instrument as the Notes without the associated conversion feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the principal amount of the Notes, or $125.4 million. The amount recorded in equity is not subject to remeasurement or amortization. The $125.4 million also represents the initial discount recorded on the Notes. The discount is accreted to interest expense using the effective interest rate method over the contractual term of the Notes. The Company incurred debt issuance costs of $11.4 million. These costs were allocated pro rata to liabilities and equity based upon the initial carrying values attributable to each. The portion of the debt issuance costs allocated to equity is not subject to amortization; while the portion allocated to liabilities is amortized over the contractual term of the Notes. The Company recorded interest expense related to the accretion of the discount and the amortization of the debt issuance costs of $12.0 million and $0.6 million, respectively, during the year ended June 30, 2021. The effective interest rate of the Notes for the year ended June 30, 2021 was 6.4%. B efore June 1, 2027, noteholders will have the right to convert their Notes only upon the occurrence of certain events. After June 1, 2027, noteholders may convert their Notes at any time at their election until two days prior to the maturity date. The Company will settle conversions by paying cash up to the outstanding principal amount, and at the Company’s election, will settle the conversion spread by paying or delivering cash or shares of its common stock, or a combination of cash and shares of its common stock. The initial conversion rate is 18.9109 shares of common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $52.88 per share of common stock. The Notes will be redeemable at the Company’s option at any time after September 6, 2024 at a cash redemption price equal to the principal amount of the Notes, plus accrued and unpaid interest, subject to certain stock price hurdles as discussed in the Indenture. In connection with the Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain counterparties. The Capped Call Transactions are expected to cover the aggregate number of shares of the Company’s common stock that initially underlie the Notes, and are expected to reduce potential dilution to the Company’s common stock upon any conversion of Notes and/ or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes. The upper strike price of the Capped Call Transactions is $86.174 per share. The cost of the Capped Call Transactions was $60.4 million and was recorded within additional paid-in capital. 8. Credit Facility On January 27, 2020, the Company entered into a $100.0 million senior secured revolving credit facility (“Credit arkets LLC. The Credit Facility has a Facility”) to be used for general corporate operating purposes with PNC Capital M five-year term and incorporates customary financial and other covenants, including, but not limited to, a maximum leverage ratio and a minimum interest coverage ratio. The majority of the Company’s borrowings under the Credit Facility are at LIB OR plus an additional rate ranging from 0.875% - 1.50% based on the Company’s leverage ratio as defined in the agreement. The Credit Facility is secured by the Company’s assets. The Credit Facility agreement allows for an 92 0 2 7 STRIDE, INC. Notes to Consolidated Financial Statements (Continued) amendment to establish a new benchmark interest rate when LIB OR is discontinued during the five-year term. As of June 30, 2021, the Company was in compliance with the financial covenants. As part of the proceeds received from the Notes, the Company repaid its $100.0 million outstanding balance and as of June 30, 2021, the Company had no amounts outstanding on the Credit Facility. The Credit Facility also includes a $200.0 million accordion feature. 9. Eq uity Incentive Plan On December 15, 2016 (the “Effective Date”), the Company’s stockholders approved the 2016 Incentive Award Plan (the “Plan”). The Plan is designed to attract, retain and motivate employees who make important contributions to the Company by providing such individuals with equity ownership opportunities. Awards granted under the Plan may include stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards. Under the Plan, the following types of shares go back into the pool of shares available for issuance: • • unissued shares related to forfeited or cancelled restricted stock and stock options from Plan awards and Prior Plan awards (that were outstanding as of the Effective Date), and; shares tendered to satisfy the tax withholding obligation related to the vesting of restricted stock (but not stock options). Unlike the Company’s 2007 Equity Incentive Award Plan (the “Prior Plan”), the Plan has no evergreen provision to increase the shares available for issuance; any new shares would require stockholder approval. The Prior Plan expired in October 2017, and the Company no longer awards equity from the Prior Plan. At June 30, 2021, the remaining aggregate number of shares of the Company’s common stock authorized for future issuance under the Plan was 575,026. At June 30, 2021, there were 4,378,183 shares of the Company’s common stock that remain outstanding or nonvested under the Plan and Prior Plan. Compensation expense for all equity-based compensation awards is based on the grant-date fair value. The Company recognizes these compensation costs on a straight-line basis over the requisite service period, which is generally the vesting period of the award. For awards subject to service and performance-based vesting conditions, the Company recognizes stock-based compensation expense retroactively through a cumulative catch-up adjustment when it is probable that the performance condition will be achieved. Stock-based compensation expense is recorded within selling, general, and administrative expenses on the consolidated statements of operations. S tock O p tions Each stock option is exercisable pursuant to the vesting schedule set forth in the stock option agreement granting such stock option, generally over four years. No stock option shall be exercisable after the expiration of its option term. The Company has granted stock options under the Prior Plan and the Company has also granted stock options to executive officers under stand-alone agreements outside the Prior Plan. 93 STRIDE, INC. Notes to Consolidated Financial Statements (Continued) Stock option activity including stand-alone agreements during the years ended June 30, 2021, 2020 and 2019 was as follows: Outstanding, June 30, 2018 ranted Exercised Forfeited or canceled Outstanding, June 30, 2019 ranted Exercised Forfeited or canceled Outstanding, June 30, 2020 ranted Exercised Forfeited or canceled Outstanding and exercisable, June 30, 2021 Weighted Average Exercise Price $ 19.97 Weighted Average Remaining Contractual Life (Years) 3.55 $ Aggregate Intrinsic Value 788,277 Shares 1,199,307 (150,290) (13,000) 1,036,017 20.16 29.82 $ 19.82 (4,000) (10,500) 1,021,517 16.07 30.92 $ 19.73 (990,067) 19.83 2.64 $ 11,312,871 1.65 $ 8,325,869 31,450 $ 16.58 0.82 $ 437,037 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 last day of the year and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on June 30, 2021. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s stock. The total intrinsic value of options exercised for the years ended June 30, 2021, 2020 and 2019 was $24.6 million, $0.0 million, and $1.2 million, respectively. As of June 30, 2021, there was no unrecognized compensation expense related to nonvested stock options granted. During the years ended June 30, 2021, 2020 and 2019, the Company recognized $0.0 million, $0.1 million and $0.6 million, respectively, of stock-based compensation expense related to stock options. R estricted S tock A wards The Company has approved grants of restricted stock awards (“RSA”) pursuant to the Plan and Prior Plan. Under the Plan and Prior Plan, employees, outside directors and independent contractors are able to participate in the Company’s future performance through the awards of restricted stock. Each RSA vests pursuant to the vesting schedule set forth in the restricted stock agreement granting such RSAs, generally over three years. Under the Plan and Prior Plan, there have been no awards of restricted stock to independent contractors. 94 G — — G — — G — — — — STRIDE, INC. Notes to Consolidated Financial Statements (Continued) Restricted stock award activity during the years ended June 30, 2021, 2020 and 2019 was as follows: Nonvested, June 30, 2018 ranted V ested Canceled Nonvested, June 30, 2019 ranted V ested Canceled Nonvested, June 30, 2020 ranted V ested Canceled Nonvested, June 30, 2021 Weighted Average Grant-Date Fair Value 15.12 18.44 14.72 17.40 17.08 26.84 16.93 21.48 23.73 37.87 21.78 27.94 30.26 Shares 1,676,907 828,833 (947,703) (235,485) 1,322,552 1,126,227 (750,634) (79,541) 1,618,604 578,070 (704,921) (82,419) 1,409,334 $ $ $ $ Perf orm anc e- B ased R estric ted Stoc k A w ard s ( inc lud ed ab ove) During the year ended June 30, 2021, 126,417 new performance-based restricted stock awards were granted and in total, 574,611 remain nonvested at June 30, 2021. During the year ended June 30, 2021, 110,594 performance-based restricted stock awards vested. V esting of the performance-based restricted stock awards is contingent on the achievement of certain financial performance goals and service vesting conditions. During the year ended June 30, 2021, the Company granted 30,364 performance-based restricted stock awards to the Company’s CEO with a weighted average grant-date fair value of $24.70 per share. These awards were granted pursuant to the Plan and are subject to the achievement of Adjusted EB ITDA metrics for the calendar year 2021. If achieved, one-third of the award will vest immediately, and the remaining two-thirds will vest annually over two years. The Company is currently amortizing these awards over their vesting periods because it believes that it is probable that the Adjusted EB ITDA metric will be achieved at outperform for calendar year 2021. During the year ended June 30, 2021, the Company granted 82,710 performance-based restricted stock awards to the Company’s named executive officers (“NEOs”) with a weighted average grant-date fair value of $45.33 per share. These awards were granted pursuant to the Plan and are subject to the achievement of Adjusted EB ITDA metrics in fiscal year 2021. If achieved, one-third of the award will vest immediately, and the remaining two-thirds will vest annually over the following two years. The Company is currently amortizing these awards over their vesting periods because it believes that it is probable that the Adjusted EB ITDA metric will be achieved at outperform for fiscal year 2021. During fiscal year 2020, the Company granted 358,294 performance-based restricted stock awards to the Company’s then CEO with a weighted average grant-date fair value of $27.91 per share. These awards were granted pursuant to the Plan and are subject to the achievement of target free cash flow metrics in each of the fiscal years 2020 through 2022. The metrics are measured at the end of each fiscal year; however, the first two-thirds of the award will not vest until fiscal year 2021. The remaining one-third will vest in fiscal year 2022, if achieved. Additionally, if either of the first two tranches are not achieved, the awards may still vest if the free cash flow metric in aggregate is met over the three- year life of the award. The Company is currently amortizing the second and third tranches over their vesting periods because it believes that it is probable that the free cash flow targets will be met each year. The free cash flow metric was not met for fiscal year 2020; however, the Company believes that it will be met in aggregate, and therefore is amortizing the first tranche over a three-year period. During fiscal year 2020, the Company granted 141,524 performance-based restricted stock awards to the 95 G G G STRIDE, INC. Notes to Consolidated Financial Statements (Continued) Company’s NEOs with a weighted average grant-date fair value of $27.91 per share. These awards were granted pursuant to the Plan and are subject to the achievement of Adjusted EB ITDA metrics in fiscal year 2020. In August 2020, achievement was certified at 109% of target, which resulted in an additional 13,343 shares, and one-third of the award vested; the remaining two-thirds will vest annually over two years. Servic e- B ased R estric ted Stoc k A w ard s ( inc lud ed ab ove) During the year ended June 30, 2021 451,653 new service-based restricted stock awards were granted and in total, 834,724 remain nonvested at June 30, 2021. During the year ended June 30, 2021, 594,327 service-based restricted stock awards vested. Sum m ary of A ll R estric ted Stoc k A w ard s As of June 30, 2021, there was $24.2 million of total unrecognized compensation expense related to nonvested restricted stock awards. The cost is expected to be recognized over a weighted average period of 1.3 years. The fair value of restricted stock awards granted for the years ended June 30, 2021 and 2020 was $21.9 million and $30.2 million, respectively. The total fair value of shares vested for the years ended June 30, 2021 and 2020 was $24.5 million and $17.9 million, respectively. During the years ended June 30, 2021, 2020 and 2019, the Company recognized $22.6 million, $17.1 million and $12.3 million, respectively, of stock-based compensation expense related to restricted stock awards. Performance Share U nits (“PSU ”) The Company has approved grants of performance share units (“PSU”) pursuant to the Plan. Each PSU is earned through the achievement of a performance-based metric, combined with the continuation of employee service over a defined period. The level of performance determines the number of PSUs earned, and is generally measured against threshold, target and outperform achievement levels of the award. Each PSU represents the right to receive one share of the Company’s common stock, or at the option of the Company, an equivalent amount of cash, and is classified as an equity or liability award. W hen the grant is a fixed monetary amount, and the number of shares is not determined until achievement and the value of the Company’s stock on that day, the PSU is a liability-classified award. Each PSU vests pursuant to the vesting schedule found in the respective PSU agreement. In addition to the performance conditions of the PSUs, there is a service vesting condition which is dependent upon continuing service by the grantee as an employee of the Company, unless the grantee is eligible for earlier vesting upon a change in control and qualifying termination, as defined by the PSU agreement. PSUs are generally subject to graduated vesting schedules and stock-based compensation expense is computed by tranche and recognized on a straight- line basis over the tranches’ applicable vesting period based on the expected achievement level. 96 STRIDE, INC. Notes to Consolidated Financial Statements (Continued) Performance share unit activity (excluding liability-classified awards) during the years ended June 30, 2021, 2020 and 2019 was as follows: Nonvested, June 30, 2018 ranted V ested Canceled Nonvested, June 30, 2019 ranted V ested Canceled Nonvested, June 30, 2020 ranted V ested Canceled Nonvested, June 30, 2021 isc al Y ear 2 T ec E levator M I P Weighted Average Grant-Date Fair Value 13.15 10.61 13.24 13.02 10.61 15.30 29.93 10.78 40.17 28.33 15.26 Shares 708,979 2,372,241 (427,954) (281,025) 2,372,241 100,964 (8,352) 2,464,853 477,700 (64,509) 2,878,044 $ $ $ $ During the year ended June 30, 2021, the Company granted, to the executive team of Tech Elevator, a time-based award with a value of $4.0 million and a performance-based award with a target value of $4.0 million under a M anagement IP”). The time-based award vests equally over three years on the anniversary of the closing date of the Incentive Plan (“M acquisition of Tech Elevator (see Note 13, “Acquisitions and Investments” for additional detail on the Company’s acquisition). The performance-based award is tied to the achievement of certain revenue and EB ITDA targets of Tech Elevator. Seventy percent of the award is based on Tech Elevator’s revenues for the calendar year 2023 (“Tranche # 1”) and thirty percent of the earned award is based on Tech Elevator’s EB ITDA for the calendar year 2023 (“Tranche # 2”), both of which are expected to vest after achievement is certified in January 2024. The level of performance will determine the number of PSUs earned as measured against threshold and target achievement levels. In all cases, vesting is dependent upon continuing service by the grantee as an employee of the Company. The M IP is a liability-classified award. The Company determined the likelihood of achievement of the performance conditions are not able to be determined at this time. isc al Y ear 2 LT I P During the year ended June 30, 2021, the Company granted 111,450 PSUs at target under a Long Term Incentive Plan (“LTIP”) which are tied to the achievement of certain individualized financial and non-financial performance targets. These PSUs had a grant date fair value of $2.7 million, or a weighted average grant-date fair value of $24.15 per share. Forty percent will vest after achievement is certified during the first quarter of fiscal year 2023 and sixty percent will vest one year later. The level of performance will determine the number of PSUs earned as measured against threshold, target and outperform achievement levels. In all cases, vesting is dependent upon continuing service by the grantee as an employee of the Company. The fiscal year 2021 LTIP is an equity-classified award. The Company is currently amortizing certain awards over their vesting periods because it believes that it is probable that the specific metrics will be achieved. One metric with a target grant date fair value of $0.3 million is assumed to be achieved at target, two metrics with a target grant date fair value of $0.2 million is assumed to be achieved at threshold, and the remaining metrics are currently being assessed as not probable of achievement. 97 G G — — G — — F 0 2 1 h F 0 2 1 STRIDE, INC. Notes to Consolidated Financial Statements (Continued) iscal Y ear 2 Career Learning PSU s During the year ended June 30, 2021, the Company granted 366,250 PSUs at target which are tied to the 2023. These PSUs had a grant date fair value of achievement of Career Learning revenues targets for fiscal years 2021 – $16.5 million, or a weighted average grant-date fair value of $45.05 per share. The vesting is as follows: • • • 77,690 PSUs relate to fiscal year 2021 revenues and if achieved, one-third of the award will vest immediately, and the remaining two-thirds will vest annually over two years; 122,080 PSUs relate to fiscal year 2022 revenues and if achieved, two-thirds of the award will vest immediately, and the remaining one-third will vest the following year; and 166,480 PSUs relate to fiscal year 2023 revenues and if achieved, the award will vest immediately. The level of performance will determine the number of PSUs earned as measured against threshold, target and outperform achievement levels. In all cases, vesting is dependent upon continuing service by the grantee as an employee of the Company. The fiscal year 2021 Career Learning PSUs are an equity-classified award. The Company determined the achievement of the performance conditions associated with the fiscal year 2021 revenues and fiscal year 2022 revenues was not probable, and probable at the target level, respectively. The Company determined the likelihood of achievement of the performance conditions associated with the fiscal year 2023 revenues are not able to be determined at this time. iscal Y ear 2 G alvanize T RIP During fiscal year 2020, the Company granted, to the executive team of G alvanize, a target level of $12.3 million under a Transaction Related Incentive Plan (“TRIP”) which is tied to the achievement of certain revenue and EB ITDA targets of G alvanize. Seventy percent of the earned award is based on the performance of G alvanize for the calendar year 2021 (“Tranche # 1”) and thirty percent of the earned award is based on the performance of G alvanize for the calendar year 2022 (“Tranche # 2”), both of which are expected to vest after achievement is certified in January following each of the calendar year ends. The revenue and EB ITDA targets are split sixty percent and forty percent, respectively, for both tranches. In all cases, vesting is dependent upon continuing service by the grantee as an employee of the Company. The level of performance will determine the number of PSUs earned as measured against threshold, target and outperform achievement levels. The TRIP is a liability-classified award. The Company determined the likelihood of achievement of the performance conditions associated with all tranches are not probable. iscal Y ear 2 LT IP During fiscal year 2019, the Company granted 263,936 PSUs at target under a LTIP which are tied to certain career learning revenue targets and enrollment levels, as well as students’ academic progress. These PSUs had a grant date fair value of $7.9 million, or a weighted average grant-date fair value of $30.05 per share. During fiscal year 2020, the Company granted an additional 34,030 PSUs at target with a grant date fair value of $0.8 million, or $23.51 per share. Forty-five percent of the earned award is based on students’ academic progress (“Tranche # 1”) and twenty-five percent of the earned award is based on certain enrollment levels (“Tranche # 2”), both of which will vest after achievement is certified on October 15, 2021. The remaining thirty percent of the earned award is based on certain revenue targets (“Tranche # 3”) and will vest after achievement is certified on August 15, 2022. The level of performance will determine the number of PSUs earned as measured against threshold, target and outperform achievement levels. In all cases, vesting is dependent upon continuing service by the grantee as an employee of the Company. The Company determined the achievement of the performance conditions associated with Tranche # 1 was not probable, while Tranche # 2 and Tranche # 3 was determined to be probable at the outperform level for both. iscal Y ear 2 SPP During fiscal year 2019, the Company adopted a new long-term shareholder performance plan (“2019 SPP”) that provides for incentive award opportunities to its key senior executives. The awards were granted in the form of PSUs and will be earned based on the Company’s market capitalization growth over a completed three-year performance period. The 2019 SPP was designed to provide the executives with a percentage of shareholder value growth. No amounts will be 98 F 0 2 1 F 0 2 0 F 0 1 9 F 0 1 9 STRIDE, INC. Notes to Consolidated Financial Statements (Continued) earned if total stock price growth over the three-year period is below 25% (7.6% annualized). An amount of 6% of total value growth will be earned based on achieving total stock price growth of 33% (10% annualized) and a maximum of 7.5% of total value growth will be earned if total stock price growth equals or exceeds 95% (25% annualized). During fiscal year 2019, the Company granted 2,108,305 PSUs at a weighted average grant-date fair value of $8.18 per share, based on the highest level of performance. During fiscal year 2020, the Company granted an additional 66,934 PSUs at a weighted average grant-date fair value of $12.56 per share, based on the highest level of performance. The final amount of PSUs will be determined (and vesting will occur) based on the 30-day average price of the Company’s stock subsequent to seven days after the release of fiscal year 2021 results. The fair value was determined using a M onte Carlo simulation model and is amortized on a straight-line basis over the vesting period. The SPP is a market-based award, and therefore is not subject to any probability assessment by the Company. Sum m ary of A ll Perf orm anc e Sh are U nits As of June 30, 2021, there was $11.6 million of total unrecognized compensation expense related to nonvested PSUs that are expected to vest based on the Company’s probability assumptions discussed above. The cost is expected to be recognized over a weighted average period of 0.5 years. During the years ended June 30, 2021, 2020, and 2019 the Company recognized $16.7 million, $6.3 million and $3.9 million, respectively, of stock-based compensation expense related to PSUs. Included in the stock-based compensation expense above is $0.8 million related to the Tech Elevator IP. This amount was recorded in accrued liabilities on the consolidated balance sheets because time-based portion of the M it is a liability-classified award. D eferred Stock U nits (“D SU ”) The DSUs vest on the grant-date anniversary and are settled in the form of shares of common stock issued to the holder upon separation from the Company. DSUs are specific only to board members. Deferred stock unit activity during the years ended June 30, 2021, 2020 and 2019 was as follows: Nonvested, June 30, 2018 ranted V ested Canceled Nonvested, June 30, 2019 ranted V ested Canceled Nonvested, June 30, 2020 ranted V ested Canceled Nonvested, June 30, 2021 Shares Weighted Average Grant-Date Fair Value 18,258 18,258 23,844 42,102 17,252 59,354 $ $ $ $ 25.41 25.41 20.13 22.42 21.01 22.01 Sum m ary of A ll D ef erred Stoc k U nits As of June 30, 2021, there was $0.2 million of total unrecognized compensation expense related to nonvested 99 — — G — — — — G — — — — G — — — — STRIDE, INC. Notes to Consolidated Financial Statements (Continued) DSUs. The cost is expected to be recognized over a weighted average period of 0.5 years. During the years ended June 30, 2021, 2020 and 2019, the Company recognized $0.4 million, $0.5 million and $0.5 million, respectively, of stock- based compensation expense related to DSUs. 10. Commitments and Contingencies Litigation In the ordinary conduct of the Company’s business, the Company is subject to lawsuits, arbitrations and administrative proceedings from time to time. The Company vigorously defends these claims; however, no assurances can be given as to the outcome of any pending legal proceedings. The Company believes, based on currently available information, that the outcome of any existing or known threatened proceedings, even if determined adversely, should not have a material adverse effect on its business, financial condition, liquidity or results of operations. Georgia Cyber A cademy A rbitration On M ay 10, 2019, K12 V irtual Schools LLC filed a demand for arbitration with the American Arbitration Association (“AAA”), Case No. 01-19-001-4778, naming G eorgia Cyber Academy, Inc. (“G CA”) as the respondent. The demand asserted claims for G CA’s breach and anticipatory breach of the Educational Products and Services Agreement irtual Schools LLC, as amended on January 4, 2019, based on G CA’s engagement of other between G CA and K12 V educational products and service providers for the school year 2019-2020. On M ay 29, 2019, G CA filed counterclaims against K12 V irtual Schools, LLC for breach of contract, fraud, breach of the duty of good faith and fair dealing, and negligent misrepresentation. The AAA appointed an arbitrator on June 12, 2019, and the parties presented evidence in support of their respective claims during merits hearings in M arch and June 2020. On July 8, 2020, the parties executed an agreement, effective June 30, 2020, to resolve all of their claims. Under the terms of the settlement agreement, G CA will pay the Company $19 million over a period of two years, of which $10 million was paid in July 2020. The Company recorded revenues of $4.6 million for services provided by the Company during fiscal year 2020 and the remaining $14.4 million reflected a prior year receivable, as part of a comprehensive settlement agreement. S ecurities Litigation On November 19 and December 11, 2020, respectively, two putative securities class action lawsuits captioned Yun Chau Lee v. K12 Inc., et al, Case No. 1:20-cv-01419 (the “Lee Case”), and Jennifer B aig v. K12 Inc., et al, Case No. 1:20-cv-01528 (the “B aig Case”) were filed against the Company, one of its current officers, and one of its former officers in the United States District Court for the Eastern District of V irginia, purportedly on behalf of a class of persons who purchased or otherwise acquired the Company’s common stock between April 27, 2020 and September 18, 2020, inclusive. On February 17, 2021, the Court consolidated the Lee Case and the B aig Case under the caption In re K12 Inc. Securities Litigation, Case No. 1:20-cv-01419 (the “Consolidated Securities Class Action”), and appointed a lead plaintiff. The lead plaintiff filed a consolidated amended complaint on April 5, 2021, alleging violations by the Company and the individual defendants of Section 10(b) of the Exchange Act, and Rule 10b-5 promulgated under the Exchange Act, and violations by the individual defendants of Section 20(a) of the Exchange Act. The complaint alleges, among other things, that the Company and the individual defendants made false or misleading statements and/ or omitted to disclose material facts concerning its technological capabilities and expertise to support increased demand for virtual and blended education related to the global emergence of COV ID-19, its cybersecurity protocols and protections, and its administrative support and training to teachers, students, and parents. The complaint seeks unspecified monetary damages and other relief. The Company filed a motion to dismiss the complaint in its entirety on M ay 20, 2021, and a decision on the motion remains outstanding. 100 STRIDE, INC. Notes to Consolidated Financial Statements (Continued) . Alvarez, et al, Case No. 1:20-cv-01731 (the “Shemen Case”), and W On December 21, 2020 and April 30, 2021, respectively, related derivative lawsuits captioned Larry Shemen, et . Alvarez, et al, al v. Aida M Case No. 1:21-cv-00618 (the “Ahmed Case) were filed by three of the Company’s shareholders in the United States District Court for the District of Delaware. The plaintiffs in the Shemen Case and the Ahmed Case allege substantially the same facts alleged in the Consolidated Securities Class Action. B y stipulation of the parties on M ay 14, 2021, the Court consolidated the Shemen Case and the Ahmed Case under the caption In re Stride Inc. Derivative Litigation, Case No. 20- 01731 (the “Consolidated Derivative Action”), and designated as operative the complaint filed in the Ahmed Case. The operative complaint purports to assert claims on the Company’s behalf against certain of its officers and directors for breach of fiduciary duty, unjust enrichment, and waste of corporate assets, and for violation of Sections 14(a) and 20(a) of the Exchange Act. The complaint seeks unspecified monetary damages, corporate governance reforms, and other relief. The Consolidated Derivative Action is stayed pending resolution of the Company’s motion to dismiss in the Consolidated Securities Class Action. ajid Ahmed v. Aida M e intend to defend vigorously against each and every allegation and asserted claim in these matters. Employment A greements The Company has entered into employment agreements with certain executive officers that provide for severance payments and, in some cases other benefits, upon certain terminations of employment. Except for the agreement with the Company’s Executive Chairman with an amended extended term to September 30, 2022, all other agreements provide for employment on an “at-will” basis. If the employee resigns for “good reason” or is terminated without cause, the employee is entitled to salary continuation, and in some cases benefit continuation, for varying periods depending on the agreement. ff-B alance S heet A rrangements As of June 30, 2021, the Company provided guarantees of approximately $0.5 million related to lease commitments on the buildings for certain of the Company’s schools. In addition, the Company contractually guarantees that certain schools under the Company’s management will not have annual operating deficits and the Company’s management fees from these schools may be reduced accordingly to cover any school operating deficits. Other than these lease and operating deficit guarantees, the Company did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. isks and U ncertainties Imp acts of C V ID- 19 on Stride’ s B usiness W hile the long-term impact of the global emergence of COV ID-19 is not estimable or determinable, beginning in late fiscal year 2020, the Company experienced an increase in demand for its products and services. The Company continues to conduct business as usual with some modifications to employee travel, employee work locations, and cancellation of certain events. The Company will continue to actively monitor the situation and may take further actions that alter its business operations as may be required by federal, state or local authorities or that it determines is in the best interests of its employees, customers, partners, suppliers and stockholders. It is not clear what the potential effects any such alterations or modifications may have on the Company’s business, including the effects on its 101 W O R O STRIDE, INC. Notes to Consolidated Financial Statements (Continued) customers and prospects, or on its long-term financial results. On M arch 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into law. The Company has evaluated the business provisions in the CARES Act and adopted the deferral of the employer portion of the social security payroll tax (6.2%) outlined within. The deferral is effective from the enactment date through December 31, 2020. The deferred amount of $14.1 million will be paid in two installments, 50% of the deferred amount by December 31, 2021 and the remainder by December 31, 2022. The deferred payroll taxes due on December 31, 2021 are recorded within accrued liabilities and the deferred payroll taxes due on December 31, 2022 are recorded within other long-term liabilities on the consolidated balance sheets. 11. Restructuring In the third quarter of fiscal year 2017, the Company exited three facilities that were no longer being utilized, which were subject to operating leases. In aggregate, during fiscal year 2017, the Company recorded an impairment of $5.4 million for the three leases. As part of the adoption of ASC 842, the lease impairment liability of $1.8 million as of June 30, 2019 was offset against the right-of-use asset. 12. Severance During the years ended June 30, 2021, 2020 and 2019, the Company reduced its workforce, resulting in severance of $2.4 million, $1.5 million and $1.0 million, respectively. Included in severance expense for the years ended June 30, 2021, 2020 and 2019 is $0.5 million, $0.1 million and $0.1 million, respectively, associated with accelerated vesting of equity awards to former executives and other employees. 13. Acq uisitions and Investments A cq uis ition of M edCerts , LLC On November 30, 2020, the Company acquired 100% of M edCerts in exchange for $70.0 million and estimated contingent consideration of $10.8 million. The purchase price is payable in two tranches; $55.0 million was paid at closing, and $15.0 million plus the final contingent consideration will be paid on the 18-month anniversary of the closing. In addition, during the fourth quarter of fiscal year 2021, the Company paid an additional $0.3 million related to the finalization of the working capital. M edCerts students participate in online, hands-on career training courses in the healthcare and medical fields as they prepare for more than a dozen national healthcare certifications. The acquisition of edCerts further expands the Company’s post-secondary skills training in the healthcare and medical fields. The Company also plans to use M edCerts’ curriculum to create appropriate content to offer high school students. The acquisition has been accounted for as a business combination under the acquisition method of accounting, which results in acquired assets and assumed liabilities being measured at their estimated fair values as of November 30, 2020, the acquisition date. As of the acquisition date, goodwill was measured as the excess of consideration transferred over the fair values of the assets acquired and liabilities assumed. 102 M STRIDE, INC. Notes to Consolidated Financial Statements (Continued) B ased on management’s preliminary valuation of the fair value of tangible and intangible assets acquired and liabilities assumed, which was based on estimates and assumptions that are subject to change, the preliminary estimated purchase price was allocated as follows (in thousands): Allocation of Purchase Price Cash Current assets, excluding cash Property and equipment, net Intangible assets, net G oodwill Current liabilities Deferred revenue Deferred tax asset (liability) Total consideration $ $ 205 5,074 1,896 26,607 51,033 (2,201) (1,562) 16 81,068 The final purchase price allocation will be completed within one year of the acquisition date (“measurement period”). If information becomes available which would indicate material adjustments are required to the purchase price allocation, such adjustments will be included in the purchase price allocation retrospectively. The fair value of the identified intangible assets was determined primarily using an income-based approach of either the multi-period excess earnings method or relief from royalty method, as appropriate. Intangible assets are amortized on a straight-line basis over the amortization periods noted below. Intangible Assets Intangible Assets Customer relationships Developed technology Trade names Amount (In thousands) 12,072 11,970 2,565 26,607 $ $ Estimated Useful Life (In years) 5.84 7.00 5.00 The contingent consideration represents the fair value of additional consideration payable to the seller, estimated using a M onte Carlo simulation model. The amount of consideration to be distributed on the 18-month anniversary of the closing is based on a multiplier calculated using the annualized earnings before interest, taxes, depreciation and ay 2022. This multiplier is applied to the annualized trailing amortization (“EB ITDA”) for the period December 2021 – ay 2022. The EB ITDA for the period M payment, if any, will equal 49% of the enterprise value less 49% of the original purchase price of $70.0 million ($34.3 million). ay 2022 to calculate an enterprise value of M edCerts as of M arch 2022 – M M Subsequent to the acquisition date, the Company is required to reassess its estimate of the fair value of contingent consideration, and record any changes in earnings when the estimate is based on information not known as of the acquisition date. During the year ended June 30, 2021, the Company recorded an expense of $0.3 million related to the estimate of the fair value of its contingent consideration. That adjustment is recorded within selling, general, and administrative expenses on the consolidated statements of operations. The fair value of the contingent consideration as of June 30, 2021 was $11.1 million and is recorded within accrued liabilities on the consolidated balance sheets. G oodwill represents the excess of the purchase price of an acquired business over the fair value of the tangible and intangible assets acquired and liabilities assumed. G oodwill will not be amortized but instead will be tested for 103 STRIDE, INC. Notes to Consolidated Financial Statements (Continued) impairment at least annually (or more frequently if indicators of impairment arise). In the event that management determines that the goodwill has become impaired, the Company will incur an accounting charge for the amount of the impairment during the fiscal quarter in which the determination is made. G oodwill is deductible for tax purposes. Included in the Company’s consolidated results of operations for the year ended June 30, 2021 are revenues and a loss from operations of $14.6 million and $3.5 million, respectively, related to M edCerts. A cq uisition of Tech Elevator, Inc. On November 30, 2020, the Company acquired 100% of Tech Elevator in exchange for $23.5 million, plus working capital of $2.2 million. Like G alvanize, Tech Elevator provides talent development for individuals and enterprises in information technology fields. The acquisition of Tech Elevator expands G alvanize’s student demographic profile, geographic footprint, and hiring partner portfolio; as well as provides additional curriculum to create appropriate content to offer high school students. The acquisition has been accounted for as a business combination under the acquisition method of accounting, which results in acquired assets and assumed liabilities being measured at their estimated fair values as of November 30, 2020, the acquisition date. As of the acquisition date, goodwill was measured as the excess of consideration transferred over the fair values of the assets acquired and liabilities assumed. B ased on management’s preliminary valuation of the fair value of tangible and intangible assets acquired and liabilities assumed, which was based on estimates and assumptions that are subject to change, the preliminary estimated purchase price was allocated as follows (in thousands): Allocation of Purchase Price Cash Current assets, excluding cash Property and equipment, net Operating lease right-of-use assets, net Intangible assets, net G oodwill Other assets Current liabilities Deferred revenue Deferred tax liability Current operating lease liability Long-term operating lease liability Total consideration $ $ 1,736 518 513 724 7,105 17,897 377 (267) (534) (1,650) (420) (304) 25,695 The final purchase price allocation will be completed within one year of the acquisition date (“measurement period”). If information becomes available which would indicate material adjustments are required to the purchase price allocation, such adjustments will be included in the purchase price allocation retrospectively. The fair value of the identified intangible assets was determined primarily using an income-based approach of either the multi-period excess earnings method or relief from royalty method, as appropriate. Intangible assets are amortized on a straight-line basis over the amortization periods noted below. 104 STRIDE, INC. Notes to Consolidated Financial Statements (Continued) Intangible Assets Customer relationships Developed technology Trade names Intangible Assets Amount (In thousands) 311 2,796 3,998 7,105 $ $ Estimated Useful Life (In years) 3.92 5.00 15.00 G oodwill represents the excess of the purchase price of an acquired business over the fair value of the tangible and intangible assets acquired and liabilities assumed. G oodwill will not be amortized but instead will be tested for impairment at least annually (or more frequently if indicators of impairment arise). In the event that management determines that the goodwill has become impaired, the Company will incur an accounting charge for the amount of the impairment during the fiscal quarter in which the determination is made. G oodwill is not deductible for tax purposes. Included in the Company’s consolidated results of operations for the year ended June 30, 2021 are revenues and income from operations of $7.2 million and $0.4 million, respectively, related to Tech Elevator. Acquisition of G alvanize, Inc. On January 27, 2020, the Company acquired 100% of G alvanize in exchange for $165.0 million, plus working capital of $9.2 million. G alvanize provides talent development for individuals and enterprises in information technology fields. The acquisition of G alvanize expands the Company’s offerings to include post-secondary skills training in data science and software engineering, technology staffing and developing talent and capabilities for companies. The Company also plans to use G alvanize’s curriculum to create appropriate content to offer high school students. The acquisition has been accounted for as a business combination under the acquisition method of accounting, which results in acquired assets and assumed liabilities being measured at their fair values as of January 27, 2020, the acquisition date. As of the acquisition date, goodwill was measured as the excess of consideration transferred over the fair values of the assets acquired and liabilities assumed. 105 STRIDE, INC. Notes to Consolidated Financial Statements (Continued) B ased on management’s valuation of the fair value of tangible and intangible assets acquired and liabilities assumed, the purchase price was allocated as follows (in thousands): Allocation of Purchase Price Cash Current assets, excluding cash Property and equipment, net Operating lease right-of-use assets, net Intangible assets, net G oodwill Other assets Current liabilities Deferred revenue Deferred tax asset (liability) Current operating lease liability Long-term operating lease liability Other long-term liabilities Total consideration $ $ 9,232 8,888 11,270 100,232 68,483 81,225 1,802 (4,370) (3,374) 2,372 (11,620) (89,782) (130) 174,228 The Company made several adjustments to its fiscal year 2020 allocation of the preliminary purchase price during fiscal year 2021. • • • The value of the operating lease right-of-use assets, net increased from $99.7 million to $100.2 million. Lease expense in fiscal year 2021 was not significantly impacted by the updated balance as of the acquisition date. The Company and the sellers finalized its working capital calculation resulting in an adjustment to the purchase price of $3.0 million. G oodwill decreased from $84.7 million to $81.2 million as a result of the adjustments above. The fair value of the identified intangible assets was determined primarily using an income-based approach of either the multi-period excess earnings method or relief from royalty method, as well as the replacement cost approach, as appropriate. Intangible assets are amortized on a straight-line basis over the amortization periods noted below. Intangible Assets Intangible Assets Customer relationships Developed technology Trade names Amount (In thousands) 4,785 3,357 60,341 68,483 $ $ Estimated Useful Life (In years) 4.22 4.00 15.00 G oodwill represents the excess of the purchase price of an acquired business over the fair value of the tangible and intangible assets acquired and liabilities assumed. G oodwill will not be amortized, but instead will be tested for impairment at least annually (or more frequently if indicators of impairment arise). In the event that management determines that the goodwill has become impaired, the Company will incur an accounting charge for the amount of the impairment during the fiscal quarter in which the determination is made. G oodwill is not deductible for tax purposes. Included in the Company’s consolidated results of operations for the years ended June 30, 2021 and 2020 are revenues of $33.7 million and $11.0 million, respectively, and loss from operations of $42.2 million and $18.1 million, respectively, related to G alvanize. 106 STRIDE, INC. Notes to Consolidated Financial Statements (Continued) P ro F orma Combined R esults of O perations The following unaudited pro forma combined results of operations give effect to the acquisition of G alvanize as if it had occurred on July 1, 2018, and M edCerts and Tech Elevator as if they had occurred on July 1, 2019. The unaudited pro forma combined results of operations are provided for informational purposes only and do not purport to represent the Company’s actual consolidated results of operations had the acquisitions occurred on the dates assumed, nor are these financial statements necessarily indicative of the Company’s future consolidated results of operations. The unaudited pro forma combined results of operations do not reflect the costs of any integration activities or any benefits that may result from operating efficiencies or revenue synergies. (In thousands) Revenues Income (loss) from operations Net income (loss) Investments in Limited P artnerships Year Ended June 30, $ 2021 1,552,173 111,287 72,443 $ 2020 1,091,429 2,647 (4,506) $ 2019 1,066,304 23,148 13,729 During fiscal year 2019, the Company invested in two early stage funds focused on career education with a total arkets commitment of $13.0 million. The Company invested in Rethink Education III, LP (“Rethink”) and New M arkets”) to support the development of new technologies that will advance online Education Partners II, L.P. (“New M learning, to find early opportunities to adopt those new technologies at Stride, and to simultaneously achieve a reasonable return on investment. As of June 30, 2021, the Company has contributed an aggregate $6.9 million to these funds: $2.0 million is an investment in New M arkets and is recorded at cost and will be adjusted, as necessary, for impairment; and $4.9 million is an investment in Rethink and is recorded under the equity method of accounting. The Company’s investments in these funds are included in deposits and other assets on the consolidated balance sheet. Investment in Tallo, Inc. In August 2018, the Company made an initial investment of $6.7 million for a 39.5% minority interest in Tallo, Inc. (“Tallo”). In August 2020, the Company invested an additional $2.3 million which increased its minority interest to 46.1%. These investments in preferred stock, which contain additional rights over common stock and have no readily determinable fair value, were recorded at cost and will be adjusted, as necessary, for impairment. In the event Tallo issues equity at a materially different price than what the Company paid, the Company would also assess changing the carrying value. Tallo also issued a convertible note to the Company for $5.0 million that will be accounted for as an available-for- sale debt security and adjusted to fair value quarterly. The note bears interest at the mid-term Applicable Federal Rate plus 25 bps per annum with a maturity of 48 months. The note is convertible at the Company’s option into 3.67 million Series D Preferred Shares that would give the Company an effective ownership of 53% if exercised. The Company’s investment in Tallo is included in deposits and other assets on the consolidated balance sheets. 14. Related Party Transactions The Company contributed to Future of School, a charity focused on access to quality education. Future of School is a related party as an executive officer of the Company serves on its B oard of Directors. During the years ended June 30, 2021, 2020 and 2019, contributions made by the Company to Future of School were $1.3 million, $1.2 million, and $1.4 million, respectively. In fiscal year 2019, the Company accrued $2.5 million for contributions to be made in subsequent years. The amounts shown for fiscal year 2021 reduced that obligation to zero as of June 30, 2021. In fiscal year 2021, the Company accrued $3.5 million for contributions to be made over the next five years with $1.2 million committed to be paid in fiscal year 2022. 107 STRIDE, INC. Notes to Consolidated Financial Statements (Continued) 15. Employee Benefits The Company maintains a 401(k) salary deferral plan (the “401(k) Plan”) for its employees. Employees who have been employed for at least 30 days may voluntarily contribute to the 401(k) Plan on a pretax basis, up to the maximum allowed by the Internal Revenue Service. The 401(k) Plan provides for a matching Company contribution of 50%, up to first 4% of each participant’s contribution. The Company expensed $3.8 million, $1.8 million and $1.6 million during the years ended June 30, 2021, 2020 and 2019, respectively, under the 401(k) Plan. 16. Supplemental Disclosure of Cash Flow Information Cash paid for interest Cash paid for taxes Supplemental disclosure of non-cash financing activities: Right-of-use assets obtained as a result of the adoption of ASC 842 Right-of-use assets obtained from acquisitions Right-of-use assets obtained in exchange for new finance lease liabilities Supplemental disclosure of non-cash investing activities: Stock-based compensation expense capitalized on software development Stock-based compensation expense capitalized on curriculum development B usiness combinations: Acquired assets Intangible assets G oodwill Assumed liabilities Deferred revenue $ $ $ $ $ $ 2021 Year Ended June 30, 2020 2019 4,504 18,717 1,280 66,861 $ $ $ 1,287 3,384 17,652 99,676 17,160 $ $ $ $ 255 $ 229 $ 116 184 1,108 4,453 19,664 167 170 $ 11,043 33,712 68,930 (4,826) (2,096) $ 130,868 68,483 84,741 (103,490) (3,374) 108 — — — — — — — — SCHEDULE II STRIDE, INC. VALUATION AND Q UALIFYING ACCOUNTS Years Ending June 30, 2021, 2020 and 2019 1. A LLO N CE F D U L A CCO June 30, 2021 June 30, 2020 June 30, 2019 2. I V EN R ES ER V ES June 30, 2021 June 30, 2020 June 30, 2019 3. CO T ER R ES ER V E ( June 30, 2021 June 30, 2020 June 30, 2019 Additions Balance at Charged to Beginning of Period $ 6,807,674 $ 11,765,869 $ 12,384,279 Cost and Expenses 6,561,243 2,882,067 6,325,188 Deductions from (Net Increases Balance at to) Allowance End of Period (8,014,626) $ 21,383,543 $ 6,807,674 7,840,262 $ 11,765,869 6,943,598 Balance at Beginning of Period $ 4,817,300 $ 4,131,386 $ 3,491,655 Charged to Deductions, Cost and Expenses 1,038,019 877,357 1,359,595 Shrinkage and Obsolescence 208,036 191,443 719,864 Balance at End of Period $ 5,647,283 $ 4,817,300 $ 4,131,386 Balance at Beginning of Period $ 811,682 $ 788,230 $ 899,654 Additions Charged to Cost and Expenses 2,007,076 835,488 383,770 Deductions, Shrinkage and Obsolescence $ 545,386 812,036 495,194 Balance at End of Period $ 2,273,372 811,682 $ 788,230 $ (1) A reserve account is maintained against potential obsolescence of, and damage beyond economic repair to, computers provided to the Company’s students. The reserve is calculated based upon several factors including historical percentages, the net book value and the remaining useful life. During fiscal years 2021, 2020 and 2019, certain computers were written off against the reserve. 4. I N CO M E T V A LU A LLO N CE June 30, 2021 June 30, 2020 June 30, 2019 Balance at Beginning of Period $ 4,990,768 $ 4,548,900 $ 4,458,517 Additions to Deductions in Net Deferred Net Deferred Tax Asset Allowance 123,249 441,868 90,383 Tax Asset Allowance 66,939 Balance at End of Period $ 5,047,078 $ 4,990,768 $ 4,548,900 109 W A O R O U B T F U N T S N T O R Y M P U 1 ) A X A T I O N W A — — ITEM 9 S CLO . CH N GES I A D A GR EEM EN W A CCO O A CCO N G A F N CI A L R E None. ITEM 9 A. CO O LS A P O CED R ES Ev aluation of Disclosure Controls and P rocedures As required by Rule 13a-15(d) under the Exchange Act management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that the Company files or submits under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding our required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily applies its judgment in evaluating and implementing possible controls and procedures. B ased on the evaluation of our disclosure controls and procedures as of June 30, 2021, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level. M anagement’s Annual Report on Internal Control ov er F inancial Reporting anagement is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting refers to a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: • • • pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and members of our board of directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements. Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. B ecause of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. H owever, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. e acquired M edCerts and Tech Elevator on November 30, 2020, each which represented less than 1% of our revenues during the fiscal year ended June 30, 2021. Excluding goodwill, intangible assets and operating lease right-of- use assets recorded from the transaction, M edCerts and Tech Elevator each represented less than 1% of our total assets as edCerts and Tech Elevator acquisitions were completed during the second quarter of fiscal year of June 30, 2021. As the M 110 A N N D I S T S I T H U N T A N T S N U N T I N D I N A D I S U N T R N D R U M W 2021, the scope of management’s assessment of the effectiveness of its internal control over financial reporting does not edCerts and Tech Elevator businesses. This exclusion is pursuant to the SEC’s general guidance that an include the M assessment of a recently acquired business’ internal control over financial reporting may be omitted from the scope of management’s assessment of its internal control over financial reporting for one year following the date of acquisition. anagement evaluated the effectiveness of our internal control over financial reporting as of June 30, 2021 using the framework set forth in the report of the Treadway Commission’s Committee of Sponsoring Organizations (COSO), “Internal Control— Integrated Framework (2013).” As a result of management’s evaluation of our internal control over financial reporting, management concluded that as of June 30, 2021, our internal control over financial reporting was effective. The effectiveness of our internal control over financial reporting as of June 30, 2021 has been audited by B DO USA, LLP, an independent registered public accounting firm, as stated in its report which appears on the subsequent page of this Annual Report on Form 10-K. h anges in I nternal C ontrol over F inanc ial R ep orting: e completed the implementation of our new NetSuite Enterprise Resource Planning (“ERP”) system during the fiscal year ended June 30, 2021. The implementation of that ERP system is expected to, among other things, improve user access security and automate a number of accounting, back office and reporting processes and activities, thereby decreasing the amount of manual processes previously required. Except for the implementation of the new ERP system, there was no change in our internal control over financial reporting that occurred during the year ended June 30, 2021 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. As it relates specifically to the last fiscal quarter, there have been no changes in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. W e are not required to include an assessment of the internal control over financial reporting of an entity acquired during the reporting period in our evaluation of internal control over financial reporting for Stride. W edCerts’ and Tech Elevator’s operations into our internal control over financial reporting and intend to complete this within one year of the acquisition date. e are in the process of incorporating M 111 M C W Report of Independent Registered Public Accounting Firm B oard of Directors and Stockholders Stride, Inc. H erndon, V irginia Opinion on Internal Control over Financial Reporting e have audited Stride, Inc.’s (the “Company’s”) internal control over financial reporting as of June 30, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2021, based on the COSO criteria. e also have audited, in accordance with the standards of the Public Company Accounting Oversight B oard (United States) (“PCAOB ”), the consolidated balance sheets of the Company as of June 30, 2021 and 2020, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended June 30, 2021, and the related notes and financial statement schedule listed in the accompanying index and our report dated August 10, 2021 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Item 9A, anagement’s Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the e are a public accounting firm registered with and are required to be independent with respect to the Company in accordance with U.S. federal securities Company’s internal control over financial reporting based on our audit. W the PCAOB laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB . e conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB . Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. W e believe that our audit provides a reasonable basis for our opinion. in As indicated the accompanying “Item 9A, anagement’s Report on Internal Control over Financial Reporting,” management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of M edCerts and Tech Elevator, which were acquired on November 30, 2020, and which are included in the consolidated balance sheets of the Company as of June 30, 2021, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the year then ended. As of June 30, 2021, M edCerts and Tech Elevator each constituted less than 1% of total assets and net assets, excluding the goodwill, intangible assets and operating right-of-use assets and related lease liabilities recorded for M edCerts recorded a net loss of $3.5 million and Tech Elevator recorded net income of $0.4 million and each constituted less than 1% of consolidated revenues. M edCerts and anagement did not assess the effectiveness of internal control over financial reporting of M Tech Elevator because of the timing of the acquisitions which were completed on November 30, 2020. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of M edCerts and Tech Elevator. For the year ended June 30, 2021, M edCerts and Tech Elevator. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting 112 W W M W M principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. B ecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. / s/ B DO USA, LLP Potomac, M August 10, 2021 aryland ITEM 9B. O H ER INF T IO N None. 113 T O R M A PART III e will file a definitive Proxy Statement for our 2021 Annual M eeting of Stockholders (the 2021 Proxy Statement”) with the SEC, pursuant to Regulation 14A of the Exchange Act, not later than 120 days after the end of our fiscal year. Accordingly, certain information required by Part III has been omitted under G eneral Instruction G (3) to Form 10-K. Only those sections of the 2021 Proxy Statement that specifically address the items set forth herein are incorporated by reference. ITEM 10. D R ECT , EX ECU V E O I CER A CO T E GO V ER N CE The information required by Item 10 is hereby incorporated by reference to our 2021 Proxy Statement under the atters” and, if applicable, “Delinquent captions “Proposal 1: Election of Directors,” “Corporate G overnance and B oard M Section 16(a) Reports.” e have adopted a Code of B usiness Conduct and Ethics that applies to all directors, officers and employees. The Code of B usiness Conduct and Ethics is available on our website at www.stridelearning.com under the Investor Relations – e intend to satisfy the disclosure requirements under the Exchange Act regarding any amendment to, or waiver from a material provision of our Code of B usiness Conduct and Ethics involving our principal executive, financial or accounting officer or controller by posting such information on our website. G overnance section. W ITEM 11. EX ECU V E CO P EN The information required by Item 11 is hereby incorporated by reference to our 2021 Proxy Statement under the captions “Compensation Discussion and Analysis,” “Compensation Tables,” “Compensation Committee Report,” “Compensation Committee Interlocks and Insider Participation” and “Director Compensation for Fiscal 2021.” ITEM 12. S ECU O CK T ED R ELA S O O LD ER M N ER T ER O CER B EN EF I CI A L O N ER , M A GEM EN A The information required by Item 12 is hereby incorporated by reference to our 2021 Proxy Statement under the caption “Security Ownership of Certain B eneficial Owners and M anagement.” Stock-based Incentive Plan Information The following table provides certain information as of June 30, 2021, with respect to our equity compensation plans under which common stock is authorized for issuance: Eq uity Compensation Plan Information As of June 30, 2021 Number of Securities to be Issued Upon Exercise of Outstanding Options Number of Securities Remaining Available for Future Issuance under Eq uity Compensation Plans (Excluding Securities Outstanding Options Reflected in First Column) Weighted-Average Exercise Price of Equity compensation plans approved by security holders 31,450 (1)$ 16.58 575,026 (2) (1) Includes shares under the 2016 Incentive Award Plan (“2016 Plan”) and the 2007 Equity Incentive Award Plan (“2007 Plan”). (2) The 2016 Plan, which became effective upon its approval by the stockholders on December 15, 2016, authorizes the issuance of up to 9,768,550 shares as of the effective date. ITEM 13. CER R ELA R ELA T ED T A CT , A D R ECT I D EP EN D EN CE The information required by Item 13 is hereby incorporated by reference to our 2021 Proxy Statement under the captions “Certain Relationships and Related-Party Transactions” and “Director Independence.” 114 W I O R S T I F F S N D R P O R A N A W T I M S A T I O N R I T Y W S H I P F T A I N W S A N D A N T N D T H A T S T A I N T I O N S H I P S A N D R A N S I O N S N D I O R N ITEM 14. P N CI A L A CCO F EES A S ER I CES The information required by Item 14 is hereby incorporated by reference to our 2021 Proxy Statement under the caption “Fees Paid to Independent Registered Public Accounting Firm.” 115 R I P U N T A N T N D V ITEM 15. EX A F N CI A L S T EM EN S CH ED U LES (a)(1) F inanc ial Statem ents. PART IV The information required by this item is incorporated herein by reference to the financial statements and notes thereto listed in Item 8 of Part II and included in this Annual Report. (a)(2) F inanc ial Statem ent Sc h ed ules. Except for Schedule II, which was presented separately, all financial statement schedules are omitted because the required information is included in the financial statements and notes thereto listed in Item 8 of Part II and included in this Annual Report. (c) E h ib its. The following exhibits are incorporated by reference or filed herewith. See Exhibit Index ITEM 16. 1 S None. 116 H I B I T N D I N A T A T x 0 - K U M M A R Y Exhibit Index Exhibit No. 2.1 3.1 3.2 3.3 3.4 4.1 4.2* 4.3* 4.4* 4.5* 4.6* 4.7 4.8 4.9 4.10 4.11 10.1* 10.2* 10.3* Description of Exhibit arch 22, 2017, File No. 333-213033). erger, dated January 21, 2020, by and among K12 M Agreement and Plan of M anagement Inc. and KAcquisitionCo Inc., on the one hand, and G alvanize Inc. and Fortis Advisors LLC, as Securityholders’ Representative (solely with respect to Article X III), on the other hand (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 27, 2020, File No. 001-33883). Fourth Amended and Restated Certificate of Incorporation of K12 Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Q uarterly Report on Form 10-Q for the quarter ended December 31, 2016, filed with the SEC on January 27, 2017, File No. 001-33883). Second Amended and Restated B ylaws of K12 Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 9, 2016, File No. 001-33883). Fifth Restated Certificate of Incorporation of Stride, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed on December 16, 2020, File No. 001-33883). Third Amended and Restated B ylaws of Stride, Inc. (incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K, filed on December 16, 2020, File No. 001-33883). Form of stock certificate of common stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1, filed with the SEC on November 8, 2007, File No. 333-144894). Form of Stock Option Agreement under the 2016 Incentive Award Plan (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2017, filed with the SEC on August 9, 2017, File No. 001-33883). Form of Restricted Stock Award Agreement under the 2016 Incentive Award Plan (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2017, filed with the SEC on August 9, 2017, File No. 001-33883). K12 Inc. 2016 Incentive Award Plan (incorporated by reference to Exhibit 4.2 to the Registrant’s Post- Effective Amendment to Form S-8, filed on M K12 Inc. 2007 Equity Incentive Award Plan, as amended (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed on October 28, 2015, File No. 001-33883). Form of Indemnification Agreement for Non-M (incorporated by reference to Exhibit 10.1 to the Registrant’s Q uarterly Report on Form 10-Q quarter ended September 30, 2008, filed with the SEC on November 14, 2008, File No. 001-33883). Form of Director’s Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 22, 2008, File No. 001-33883). Form of Second Amended and Restated Stockholders Agreement (incorporated by reference to Exhibit 4.5 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on July 27, 2007, File No. 333-144894). Description of Common Stock (incorporated by reference to Exhibit 4.9 to the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2019, filed with the SEC on August 7, 2019, File No. 001-33883). Indenture, 1.125% Convertible Senior Notes Due 2027, dated as of August 31, 2020, between K12 Inc. and U.S. B ank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 1, 2020, File No. 001- 33883) Form of G reference to Exhibit A to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 1, 2020, File No. 001-33883). Amendment to Amended and Restated Stock Option Agreement, dated December 23, 2010 (incorporated by reference to Exhibit 10.1 to the Registrant’s Q uarterly Report on Form 10-Q for the quarter ended December 31, 2010, filed with the SEC on February 9, 2011, File No. 001-33883). Second Amended and Restated Employment Agreement of Nathaniel A. Davis, dated January 27, 2016. (incorporated by reference to Exhibit 10.1 to the Registrant’s Q uarterly Report on Form 10-Q for the quarter ended December 31, 2015, filed with the SEC on January 28, 2016, File No. 001-33883). Form of Performance Share Unit Agreement under the 2016 Incentive Award Plan (incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2017, filed with the SEC on August 9, 2017, File No. 001-33883). anagement Directors and for Officers of K12 Inc. for the lobal Note representing the 1.125% Convertible Senior Notes due 2027 (incorporated by 117 Exhibit No. 10.4* 10.5* 10.6* 10.7 10.8 10.9 10.10* 10.11* 10.12* 10.13* 10.14 10.15* 10.16* 10.17 10.18 10.19* 10.20* 21.1 23.1 Description of Exhibit Form of Performance Share Unit Agreement under the 2007 Equity Incentive Award Plan, as amended (incorporated by reference to Exhibit 10.3 to the Registrant’s Q uarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC on October 27, 2015, File No. 001-33883). Employment Agreement of James J. Rhyu, dated M ay 1, 2013 (incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2013, filed with the SEC on August 29, 2013, File No. 001-33883). Form of Executive Change in Control Severance Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 11, 2020, File No. 001-33883). Deed of Lease by and between ACP/ 2300 Corporate Park Drive, LLC and K12 Inc., dated December 7, 2005 (incorporated by reference to Exhibit 10.13 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed with the SEC on September 26, 2007, File No. 333-144894). First Amendment to Deed of Lease by and between ACP/ 2300 Corporate Park Owner, LLC and K12 Inc., dated November 30, 2006 (incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2008, filed with the SEC on September 26, 2008, File No. 001-33883). Second Amendment to Deed of Lease by and between ACP/ 2300 Corporate Park Owner, LLC and K12 Inc., dated M arch 26, 2007 (incorporated by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2008, filed with the SEC on September 26, 2008, File No. 001-33883). Form of Stock Option Agreement under the 2007 Equity Incentive Award Plan, as amended (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2015, filed with the SEC on August 4, 2015, File No. 001-33883). Form of Restricted Stock Award Agreement under the 2007 Equity Incentive Award Plan, as amended (incorporated by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2015, filed with the SEC on August 4, 2015, File No. 001-33883). First Amendment to the Second Amended and Restated Employment Agreement of Nathaniel A. Davis, dated April 20, 2018. (incorporated by reference to Exhibit 10.1 to the Registrant’s Q uarterly Report on Form 10-Q arch 31, 2018, filed with the SEC on April 25, 2018, File No. 001-33883). Second Amendment to Second Amended and Restated Employment Agreement of Nathaniel A. Davis, dated August 29, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 3, 2019, File No. 001-33883). Credit Agreement, dated January 27, 2020, by and among K12 Inc., the guarantors party thereto, the lenders party thereto, PNC B ank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 27, 2020, File No. 001-33883). Employment Agreement of Timothy J. M edina, dated April 6, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 8, 2020, File No. 001-33883). Third Amendment to Second Amended and Restated Employment Agreement of Nathaniel A. Davis, dated June 10, 2020 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 11, 2020, File No. 001-33883). Form of Capped Call Transaction Confirmation (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 1, 2020, File No. 001- 33883). First Amendment to Credit Agreement, dated August 25, 2020, by and among K12 Inc., the guarantors party thereto, the lenders party thereto, and PNC B ank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 26, 2020, File No. 001-33883). Letter Agreement, dated January 22, 2021, between Stride, Inc. and James Rhyu (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 26, 2021, File No. 001 33883). Fourth Amendment to Second Amended and Restated Employment Agreement of Nathaniel A. Davis, dated January 22, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 26, 2021, File No. 001 33883). Subsidiaries of K12 Inc. Consent of B DO USA, LLP. for the quarter ended M 118 Exhibit No. Description of Exhibit 24.1 31.1 31.2 32.1 32.2 99.1† 101.INS 101.SCH 101.CAL 101.LAB 101.PRE 101.DEF 104 Power of Attorney (included in signature pages). Certification of Principal Executive Officer Required Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. Certification of Principal Financial Officer Required Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. Certification of Principal Executive Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350. Certification of Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350. Third Amended and Restated Educational Products and Administrative, and Technology Services Agreement between the Ohio V irtual Schools L.L.C., dated July 1, 2017 (incorporated by reference to Exhibit 99.1 to the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2017, filed with the SEC on August 9, 2017, File No. 001-33883). Inline X because its X Inline X Inline X Inline X Inline X Inline X The cover page from this Annual Report on Form 10-K, formatted in Inline X 101) B RL Taxonomy Extension Schema B RL Taxonomy Extension Calculation B RL Taxonomy Extension Labels B RL Taxonomy Extension Presentation B RL Taxonomy Extension Definition B RL Instance Document - the instance document does not appear in the Interactive Data File B RL tags are embedded within the Inline X B RL (contained in Exhibit irtual Academy and K12 V B RL document Denotes management compensation plan or arrangement. Confidential treatment requested with the Securities and Exchange Commission as to certain portions. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Pursuant to the requirements of Section 13 or 15(d) 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. August 11, 2021 STRIDE, INC. SIGNATURES B y: / s/ JAM ES J. RH YU Name: James J. Rhyu h ief E Title: C x ec utive O f ic er POWER OF ATTORNEY edina and V Know all persons by these presents, that each person whose signature appears below constitutes and appoints James J. Rhyu, Timothy J. M athis, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission in connection with the Annual Report on Form 10-K and any and all amendments hereto, as fully for all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all said incent W . M 119 * † f attorneys-in-fact and agents, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature / s/ JAM ES J. RH YU James J. Rhyu / s/ TIM OTH Y J. M EDINA Timothy J. M edina / s/ NATH ANIEL A. DAV Nathaniel A. Davis IS / s/ AIDA M Aida M . ALV AREZ . Alvarez / s/ CRAIG R. B ARRETT Craig R. B arrett / s/ G UILLERM O B RON G uillermo B ron / s/ ROB ERT L. COH EN Robert L. Cohen / s/ JOH N M John M . ENG LER . Engler / s/ STEV EN B Steven B . Fink . FINK / s/ V ICTORIA D. H ARKER ictoria D. H arker / s/ ROB ERT E. KNOW LING Robert E. Knowling, Jr. , JR. / s/ LIZ A M cFADDEN Liza M cFadden Date August 11, 2021 August 11, 2021 August 11, 2021 August 11, 2021 August 11, 2021 August 11, 2021 August 11, 2021 August 11, 2021 August 11, 2021 August 11, 2021 August 11, 2021 August 11, 2021 Title Chief Executive Officer (Principal Executive Officer) Executive V ice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Executive Chairman Director Director Director Director Director Director Director Director Director 120 V Ex hibit 2 J urisdiction Delaware Delaware Netherlands Delaware J urisdiction Tennessee Delaware Delaware Delaware Delaware Delaware irginia Delaware Delaware Delaware Delaware Delaware J urisdiction Cayman Islands Switzerland United Kingdom J urisdiction Colorado Delaware Delaware Delaware S ubsidiaries of Registrant anagement Inc. N ame K12 M K12 Services Inc. K12 International H oldings B LearnB op, Inc. .V . S ubsidiaries of K Management I nc. N ame Disguise the Learning, Inc. K12 V irtual Schools L.L.C. K12 Classroom L.L.C. K12 California L.L.C. K12 Florida L.L.C. K12 W ashington L.L.C. ig Universe, Inc. iddlebury Interactive Languages LLC Onsite Technology Solutions, LLC G alvanize Inc. Fuel Education LLC edCerts LLC S ubsidiaries of K I nternational H oldings B N ame K12 International Ltd. K12 International G mbH K12 Education (UK) Ltd. S ubsidiaries of Galvanize I nc. N ame G ather Denver, LLC H ack Reactor, LLC akersquare, LLC Tech Elevator, Inc. 121 1 . 1 1 2 B V M M 1 2 . V . M Consent of Independent Registered Public Accounting Firm Exhibit 23.1 Stride, Inc. H erndon, V irginia e hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-213033, No. 333-148436, No. 333-198608 and No. 333-206083) of Stride, Inc. of our reports dated August 10, 2021, relating to the consolidated financial statements and financial statement schedule, and the effectiveness of Stride, Inc.’s internal control over financial reporting, which appear in this Annual Report on Form 10-K. / s/ B DO USA, LLP Potomac, M August 10, 2021 aryland 122 W Exhibit 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER I, James J. Rhyu, certify that: (1) (2) (3) (4) I have reviewed this Annual Report on Form 10-K of Stride, Inc.; B ased on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; B ased on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. b. c. d. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and (5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. b. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Dated: August 11, 2021 / s/ JAM ES J. RH YU James J. Rhyu h ief E x ec utive O f ic er ( Princ ip al E x ec utive O f ic er) 123 C f f Exhibit 31.2 I, Timothy J. M edina, certify that: CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER (1) (2) (3) (4) I have reviewed this Annual Report on Form 10-K of Stride, Inc.; B ased on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; B ased on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. b. c. d. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and (5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. b. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Dated: August 11, 2021 / s/ TIM OTH Y J. M EDINA Timothy J. M x ec utive V ( Princ ip al F ic e Presid ent and f ic er) inanc ial O edina C h ief F inanc ial O f ic er 124 E f f Exhibit 32.1 The following certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350 and in accordance with SEC Release No. 33-8238. This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing. Section 906 Certification Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Stride, Inc., a Delaware corporation (the “Company”), hereby certifies, to such officer’s knowledge, that: (1) (2) the accompanying Annual Report of the Company on Form 10-K for the fiscal year ended June 30, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 11, 2021 / s/ JAM ES J. RH YU James J. Rhyu h ief E x ec utive O f ic er ( Princ ip al E x ec utive O f ic er) 125 C f f Exhibit 32.2 The following certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350 and in accordance with SEC Release No. 33-8238. This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing. Section 906 Certification Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Stride, Inc., a Delaware corporation (the “Company”), hereby certifies, to such officer’s knowledge, that: (1) (2) the accompanying Annual Report of the Company on Form 10-K for the fiscal year ended June 30, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 11, 2021 / s/ TIM OTH Y J. M EDINA Timothy J. M x ec utive V ( Princ ip al F ic e Presid ent and f ic er) inanc ial O edina C h ief F inanc ial O f ic er 126 E f f ADJUSTED OPERATING INCOME, ADJUSTED EBITDA, AND FREE CASH FLOW Adjusted Operating Income and Adjusted EBITDA for ﬁscal 2019–2021 are shown excluding these charges, where applicable, to the calculation. A reconciliation of GAAP Net Income to the Adjusted Operating Income, and Adjusted EBITDA presented on page XIII inclusive of the aforementioned charges, is as follows: ($ million) Net Income Loss (income) from equity method investments Tax expense / (beneﬁt) Net interest expense / (income) Other (income) / expense, net Income from operations Stock-based compensation expense Amortization of intangible assets Adjusted operating income Depreciation and amortization 2019 2020 37.2 0.6 10.5 (2.7) (0.1) 45.5 16.7 2.9 65.1 68.5 24.5 0.4 8.5 (0.7) (0.2) 32.5 23.6 6.0 62.1 66.1 2021 71.5 (0.7) 24.5 18.0 (2.8) 110.5 39.3 11.6 161.4 78.5 Adjusted EBITDA 133.6 128.2 239.9 A reconciliation of GAAP Net Cash Provided by Operating Activities to Free Cash Flow presented on page XIII is as follows: ($ million) Net Cash Provided by Operating Activities Purchases of property and equipment Capitalized software development costs Capitalized curriculum development costs Free Cash Flow 2019 141.6 (5.5) (26.3) (16.6) 93.2 2020 80.4 (1.7) (24.0) (19.3) 35.4 2021 134.2 (3.6) (31.3) (17.4) 81.9 127 LEADERSHIP Executive Management Nathaniel A. Davis Executive Chairman James J. Rhyu Chief Executive Officer Kevin P. Chavous President, Academic Policy and External Affairs Dr. Shaun E. McAlmont President, Career Learning Solutions Timothy J. Medina Chief Financial Officer Les Ottolenghi Chief Information and Technology Officer Board of Directors Nathaniel A. Davis Executive Chairman Honorable Aida M. Alvarez Former Clinton Cabinet Member, Small Business Administration Dr. Craig R. Barrett Retired Chairman and CEO, Intel Corporation Guillermo Bron Former Managing Director, Pine Brook Road Partners, LLC Robert L. Cohen Founding Chief Financial Officer, 2U Inc. John M. Engler Former Governor of Michigan Steven B. Fink Co-Chairman, Heron International Company Directory TRANSFER AGENT Computershare P.O. Box 30170 College Station, TX 77842 800.368.5948 Corporate website: computershare.com/us INDEPENDENT AUDITOR BDO USA, LLP Bethesda, MD LEGAL COUNSEL Latham & Watkins LLP Washington, DC STOCK EXCHANGE LISTING Listed on the New York Stock Exchange under the symbol LRN ANNUAL MEETING The annual meeting of Stride Inc. stockholders will be held at the offices of Latham & Watkins LLP 555 Eleventh Street, NW Washington, DC 20004 on December 10, 2021 at 10 AM (ET). Vincent W. Mathis Executive Vice President, General Counsel and Secretary Dr. Charles “Tony” Bennett SVP, School Management Valerie A. Maddy Senior Vice President, Human Resources Victoria D. Harker Executive Vice President and Chief Financial Officer, TEGNA Inc. Robert E. Knowling, Jr. Chairman, Eagles Landing Partners Liza McFadden President, Liza & Partners James Rhyu Chief Executive Officer, Stride Inc INVESTOR INQUIRIES Timothy Casey Vice President, Investor Relations 571.392.2606 tcasey@K12.com ONLINE INFORMATION For corporate reports and company news, visit stridelearning.com. StrideLearning.com 866.968.7512 Copyright © 2021 Stride, Inc. Stride is a registered trademark of Stride, Inc. The Stride logo and other marks referenced herein are trademarks of Stride, Inc. and its subsidiaries, and other marks are owned by third parties.

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