Certain statements in Management's Discussion and Analysis or MD&A, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Historical results may not indicate future performance. Our forward-looking statements reflect our current views about future events, are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed in "Risk Factors" in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended June 30, 2021, which we refer to as our Annual Report, and in Part II, Item 1A of this Quarterly Report. We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance or achievements.

This MD&A is intended to assist in understanding and assessing the trends and significant changes in our results of operations and financial condition. As used in this MD&A, the words, "we," "our" and "us" refer to Stride, Inc. and its consolidated subsidiaries. This MD&A should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this report, as well as the consolidated financial statements and MD&A of our Annual Report. The following overview provides a summary of the sections included in our MD&A:

? Executive Summary - a general description of our business and key highlights of

the three months ended September 30, 2021.

? Critical Accounting Policies and Estimates - a discussion of critical

accounting policies requiring judgments and estimates.

? Results of Operations - an analysis of our results of operations in our

condensed consolidated financial statements.

Liquidity and Capital Resources - an analysis of cash flows, sources and uses

? of cash, commitments and contingencies, and quantitative and qualitative

disclosures about market risk.






Executive Summary


We 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.

We 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. More than three million students have attended schools powered by Stride curriculum and services since our inception. In our most recent academic year ended June 30, 2021, we graduated 11,587 high school students.





Our solutions address two growing markets: General Education and Career
Learning.



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         General Education                        Career Learning
?   School-as-a-service                ?  Stride Career Prep
                                       school-as-a-service
?   Stride Private Schools             ?  Learning Solutions Career Learning
                                       software and services sales
?   Learning Solutions software and
services sales                         ?  Adult Learning



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 general 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. High 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 that offers Stride's General Education program may elect to take Career Learning courses, but that student and the associated revenue is not reported as a Career Learning enrollment or Career Learning revenue. However, a student and the associated revenue 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 2021-2022 school year, we provide our school-as-a-service offering for 80 schools in 30 states and the District of Columbia in the General Education market, and 42 schools or programs in 24 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



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negotiated time frame.


The two key financial metrics that we use to assess financial performance are revenues and operating income. For the three months ended September 30, 2021, revenues increased to $400.2 million from $371.0 million in the prior year, an increase of 7.9%. Over the same period, operating income decreased to a ($7.0) million operating loss from $12.1 million of operating income in the prior year, a decrease of 157.9%. Our gross margin percentage is generally static so increases to our operating 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 three months ended September 30, 2021 were 189.6 thousand, a decrease of 5.8 thousand, or 3.0%, over the prior year.

While the long-term impact of the global emergence of COVID-19 is not estimable or determinable, beginning 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 Board 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 Board and management are committed to identifying those ESG issues most likely to impact business operations and growth. We craft policies that are appropriate for our industry and that are of concern to our employees, investors, customers and other key stakeholders. Our Board ensures that the Company's leaders have ample opportunity to leverage ESG for the long-term good of the organization, its stakeholders, and society. Each Committee of the Board monitors ESG efforts in their respective areas, with the Nominating and Governance Committee coordinating across all Committees.

Since our inception twenty years ago, we have removed barriers that impact academic equity. We provide high-quality education for anyone-particularly those in underserved communities-as a means to foster economic empowerment and address societal inequities from kindergarten all the way through college and career readiness. We 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 enforcement and increasing employment of black teachers at Stride-powered schools. We are also designing interactive 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.

Among the many ESG issues we support within the Company, we endeavor to promote diversity and inclusion across every aspect of the organization. We sponsor employee resource groups to provide support for female, minority, differently abled, LGBTQ+, and veteran employees and support employee volunteer efforts. Our commitment is evident in the make-up of our leadership team. We have more minorities in executive management and more women in executive management than the representative population. Importantly, our Board of Directors is also diverse with female, Hispanic, and African American members.

Our commitment to ESG initiatives is an endeavor both the Board and management undertake for the general betterment of those both inside and outside of our Company.

The nature of our business supports environmental sustainability. Most of our employees work from home and most students at Stride-powered schools attend virtual classes, even prior to the COVID-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.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires us to make estimates and assumptions about future events that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual



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results could differ from those estimates, and any such differences may be material to our consolidated financial statements. Critical accounting policies are disclosed in our Annual Report. There have been no significant updates to our critical accounting policies disclosed in our Annual Report.

Results of Operations

Impacts of COVID-19 on Stride's Business

While the long-term impact of the global emergence of COVID-19 is not estimable or determinable, beginning in late fiscal year 2020, we experienced an increase in demand for our products and services.

We continue to conduct business as usual with some modifications to employee travel, employee work locations, and cancellation of certain events. We 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.





Lines of Revenue


We 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 individualized learning. The Chief Operating Decision Maker evaluates profitability based on consolidated results. We have two lines of revenue: (i) General Education and (ii) Career Learning.

Enrollment Data

The following table sets forth total enrollment data for students in our General Education and Career Learning lines of revenue. Enrollments for General Education and Career Learning 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 Galvanize, Tech Elevator or MedCerts. 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 is significantly different. 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.



The following represents our current enrollment for each of the periods
indicated:




                            Three Months Ended
                              September 30,             2021 / 2020
                             2021         2020      Change      Change %

                                (In thousands, except percentages)

General Education (1)          147.6       164.6     (17.0)      (10.3)%
Career Learning (1) (2)         42.0        30.8       11.2        36.4%
Total Enrollment               189.6       195.4      (5.8)       (3.0)%


Enrollments reported for the first quarter are equal to the official count (1) date number, which was September 30, 2021 for the first quarter of fiscal

year 2022 and October 1, 2020 for the first quarter of fiscal year 2021.

(2) No enrollments are included in Career Learning for Galvanize, Tech Elevator


    or MedCerts.




Revenue Data


Revenues are captured by market based on the underlying customer contractual agreements. Where customers purchase products and services for both General 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 General



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Education students. Periodically, a middle school or high school student enrollment may change line of revenue classification.

The following represents our current revenues for each of the periods indicated:








                          Three Months Ended
                            September 30,          Change 2021 / 2020
                           2021        2020           $            %

                              (In thousands, except percentages)

General Education       $  306,341   $ 313,848   $   (7,507)     (2.4)%
Career Learning
Middle - High School        71,411      48,771        22,640      46.4%
Adult                       22,474       8,341        14,133     169.4%
Total Career Learning       93,885      57,112        36,773      64.4%
Total Revenues          $  400,226   $ 370,960   $    29,266       7.9%


Products and Services

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 Galvanize, Tech Elevator and MedCerts, we have added high-quality, engaging, online coursework and content in software engineering, data science, healthcare, and medical fields.

Systems - We have established a secure and reliable technology platform, which integrates proprietary and third-party systems, to provide a high-quality educational environment and gives 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.

Instructional Services - We 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 - We 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).



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Financial Information


The following table sets forth statements of operations data and the amounts as a percentage of revenues for each of the periods indicated:






                                                  Three Months Ended September 30,
                                                     2021                   2020

                                                           (Dollars in thousands)
Revenues                                      $  400,226    100.0 %  $ 370,960    100.0 %
Instructional costs and services                 273,824     68.4      241,069     65.0
Gross margin                                     126,402     31.6      129,891     35.0
Selling, general, and administrative
expenses                                         133,379     33.3      117,827     31.8
Income (loss) from operations                    (6,977)    (1.7)       12,064      3.3
Interest expense, net                            (1,993)    (0.5)      (2,107)    (0.6)
Other income (expense), net                         (89)    (0.0)          429      0.1
Income (loss) before income taxes and
income (loss) from equity method
investments                                      (9,059)    (2.3)       10,386      2.8
Income tax benefit                                 2,893      0.7        2,376      0.6
Income (loss) from equity method
investments                                          283      0.1         (96)    (0.0)
Net income (loss) attributable to common
stockholders                                  $  (5,883)    (1.5) %  $  12,666      3.4 %



Comparison of the Three Months Ended September 30, 2021 and 2020

Revenues. Our revenues for the three months ended September 30, 2021 were $400.2 million, representing an increase of $29.2 million, or 7.9%, from $371.0 million for the same period in the prior year. General Education revenues decreased $7.5 million, or 2.4%, year over year. The decrease in General Education revenues was primarily due to the 10.3% decrease in enrollments, school mix (distribution of enrollments by school), and other factors. Career Learning revenues increased $36.8 million, or 64.4%, primarily due to a 36.4% increase in enrollments, school mix, as well as from the acquisition of MedCerts and Tech Elevator.

Instructional costs and services expenses. Instructional costs and services expenses for the three months ended September 30, 2021 were $273.8 million, representing an increase of $32.7 million, or 13.6%, from $241.1 million for the same period in the prior year. This increase in expense was primarily due to a slower than normal ramp in expenses during the three months ended September 30, 2020. During the three months ended September 30, 2021, personnel costs were relatively constant throughout the quarter due to enrollment already at the higher levels as compared to the prior period. Instructional costs and services expenses were 68.4% of revenues during the three months ended September 30, 2021, an increase from 65.0% for the three months ended September 30, 2020.

Selling, general, and administrative expenses. Selling, general, and administrative expenses for the three months ended September 30, 2021 were $133.4 million, representing an increase of $15.6 million, or 13.2% from $117.8 million for the same period in the prior year. The increase was primarily due to an increase of $11.0 million in professional services and marketing expenses, and $4.2 million in personnel and related benefit costs. Selling, general, and administrative expenses were 33.3% of revenues during the three months ended September 30, 2021, an increase from 31.8% for the three months ended September 30, 2020.

Income tax benefit. Income tax benefit was $2.9 million for the three months ended September 30, 2021, or 33.0% of loss before income taxes, as compared to a benefit of $2.4 million, or (23.1)% of income before income taxes for the same period in the prior year. The increase in the effective tax rate for the three months ended September 30, 2021 was primarily due to the excess tax benefit from the stock-based compensation.

Liquidity and Capital Resources

As of September 30, 2021, we had net working capital, or current assets minus current liabilities, of $572.9 million. Our working capital includes cash and cash equivalents of $218.5 million and accounts receivable of $519.4 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



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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 September 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. Bank 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 March 1st and September 1st of each year, beginning on March 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 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.

Before 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. We will settle conversions by paying cash up to the outstanding principal amount, and at our election, will 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 Markets 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 LIBOR 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 LIBOR is discontinued during the five-year term. As of September 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 September 30, 2021, we had no amounts outstanding on the Credit Facility. The Credit Facility also includes a $200.0 million accordion feature.

We are a lessee under finance lease obligations for student computers and peripherals under loan agreements with Banc of America Leasing & Capital, LLC ("BALC"). As of September 30, 2021 and June 30, 2021, the finance lease liability was $79.2 million and $68.9 million, respectively, with lease interest rates ranging from 1.52% to 2.58%.

We entered into an agreement with BALC in April 2020 for $25.0 million (increased to $41.0 million in July 2020) to provide financing for our leases through March 2021 at varying rates. We entered into additional agreements 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 BALC include 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. We pledged the assets financed to secure the outstanding leases.

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. We expect to make future payments on existing leases from cash generated from operations. We 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.





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Operating Activities



Net cash used in operating activities for the three months ended September 30, 2021 was $131.5 million compared to $114.5 million for the three months ended September 30, 2020. The increase of $17.0 million was primarily due to a decrease in net income and accounts payable, partially offset by a decrease in inventories, prepaid expenses and other assets.





Investing Activities


Net cash used in investing activities for the three months ended September 30, 2021 was $23.2 million compared to $15.7 million for the three months ended September 30, 2020, an increase of $7.5 million. The increase was primarily due to net purchases of marketable securities.





Financing Activities


Net cash used in financing activities for the three months ended September 30, 2021 was $12.8 million compared to net cash provided by financing activities of $226.7 million during the three months ended September 30, 2020, a decrease of $239.5 million. The decrease 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 on our Credit Facility of $100.0 million in fiscal year 2021.

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