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UNITED STATES SECURITIES and EXCHANGE COMMISSION FORM 10-Q Adtalem Global Education Inc

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UNITED STATES SECURITIES and EXCHANGE COMMISSION FORM 10-Q Adtalem Global Education Inc Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission file number: 1-13988 Adtalem Global Education Inc. (Exact name of registrant as specified in its charter) Delaware 36-3150143 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 500 West Monroe Street Chicago, Illinois 60661 (Address of principal executive offices) (Zip Code) (866) 374-2678 (Registrant’s telephone number; including area code) Not Applicable (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, $0.01 par value per share ATGE New York Stock Exchange 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 þ 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 þ 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 þ Accelerated filer ☐ Non-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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ As of January 27, 2020, there were 52,913,988 shares of the registrant’s common stock, $0.01 par value per share outstanding. Table of Contents Adtalem Global Education Inc. Form 10-Q Table of Contents Page Part I. Financial Information Item 1. Financial Statements (unaudited) 1 Consolidated Balance Sheets 1 Consolidated Statements of Income 2 Consolidated Statements of Comprehensive Income (Loss) 3 Consolidated Statements of Cash Flows 4 Consolidated Statements of Shareholders’ Equity 5 Notes to Consolidated Financial Statements 6 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 38 Item 3. Quantitative and Qualitative Disclosures About Market Risk 59 Item 4. Controls and Procedures 59 Part II. Other Information Item 1. Legal Proceedings 60 Item 1A. Risk Factors 60 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 60 Item 3. Defaults Upon Senior Securities 61 Item 4. Mine Safety Disclosures 61 Item 5. Other Information 61 Item 6. Exhibits 61 Signature 62 Table of Contents Part I. Financial Information Item 1. Financial Statements Adtalem Global Education Inc. Consolidated Balance Sheets (unaudited) (in thousands, except par value) December 31, June 30, December 31, 2019 2019 2018 Assets: Current assets: Cash and cash equivalents $ 67,282 $ 204,202 $ 208,295 Investments in marketable securities 9,229 8,680 7,269 Restricted cash 3,465 1,022 818 Accounts receivable, net 93,394 83,560 81,990 Prepaid expenses and other current assets 45,275 29,313 55,158 Current assets held for sale 171,284 177,923 153,019 Total current assets 389,929 504,700 506,549 Noncurrent assets: Property and equipment, net 281,975 283,433 275,546 Operating lease assets 187,520 — — Deferred income taxes 15,588 18,314 19,141 Intangible assets, net 292,736 297,989 238,613 Goodwill 686,805 687,256 627,594 Other assets, net 82,850 52,113 57,743 Other assets held for sale 453,207 398,891 397,037 Total noncurrent assets 2,000,681 1,737,996 1,615,674 Total assets $ 2,390,610 $ 2,242,696 $ 2,122,223 Liabilities and shareholders' equity: Current liabilities: Accounts payable $ 31,457 $ 53,385 $ 46,442 Accrued payroll and benefits 39,088 46,664 42,782 Accrued liabilities 89,507 76,529 76,035 Deferred revenue 51,413 95,944 47,097 Current operating lease liabilities 53,029 — — Current portion of long-term debt 3,000 3,000 3,000 Current liabilities held for sale 36,694 36,109 28,954 Total current liabilities 304,188 311,631 244,310 Noncurrent liabilities: Long-term debt 412,105 398,094 289,084 Long-term operating lease liabilities 180,002 — — Deferred income taxes 28,845 29,426 32,398 Other liabilities 91,643 86,326 97,329 Noncurrent liabilities held for sale 75,833 16,146 20,804 Total noncurrent liabilities 788,428 529,992 439,615 Total liabilities 1,092,616 841,623 683,925 Commitments and contingencies (Note 19) Redeemable noncontrolling interest 3,082 9,543 8,651 Shareholders' equity: Common stock, $0.01 par value per share, 200,000 shares authorized; 52,953, 55,303, and 58,212 shares outstanding as of December 31, 2019, June 30, 2019 and December 31, 2018, respectively 806 801 801 Additional paid-in capital 496,674 486,061 479,946 Retained earnings 2,032,788 2,012,902 1,926,134 Accumulated other comprehensive loss (159,118) (137,290) (143,518) Treasury stock, at Cost, 27,623, 24,830, and 21,883 shares as of December 31, 2019, June 30, 2019 and December 31, 2018, respectively (1,076,238) (970,944) (833,716) Total shareholders' equity 1,294,912 1,391,530 1,429,647 Total liabilities and shareholders' equity $ 2,390,610 $ 2,242,696 $ 2,122,223 The accompanying notes are an integral part of these consolidated financial statements. 1 Table of Contents Adtalem Global Education Inc. Consolidated Statements of Income (unaudited) (in thousands, except per share data) Three Months Ended Six Months Ended December 31, December 31, 2019 2018 2019 2018 Revenue $ 266,172 $ 253,961 $ 520,785 $ 490,900 Operating cost and expense: Cost of educational services 127,258 118,077 255,292 229,611 Student services and administrative expense 96,648 89,251 195,735 178,415 Restructuring expense 1,955 3,535 8,485 43,008 Gain on sale of assets — — (4,779) — Settlement gain — (15,571) — (15,571) Total operating cost and expense 225,861 195,292 454,733 435,463 Operating income from continuing operations 40,311 58,669 66,052 55,437 Other income (expense): Interest and dividend income 1,215 1,173 1,893 2,142 Interest expense (5,066) (5,006) (10,394) (9,924) Investment gain (loss) 419 (1,122) 442 (1,122) Loss on derivative (28,006) — (28,006) — Net other expense (31,438) (4,955) (36,065) (8,904) Income from continuing operations before income taxes 8,873 53,714 29,987 46,533 Income tax provision (7,570) (11,857) (11,276) (9,527) Income from continuing operations 1,303 41,857 18,711 37,006 Discontinued operations: Income (loss) from discontinued operations before income taxes 3,294 3,768 411 (1,951) Loss on disposal of discontinued operations before income taxes — (32,714) — (32,714) Income tax benefit 823 4,595 550 5,580 Income (loss) from discontinued operations 4,117 (24,351) 961 (29,085) Net income 5,420 17,506 19,672 7,921 Net loss attributable to redeemable noncontrolling interest from continuing operations 105 88 214 152 Net income attributable to redeemable noncontrolling interest from discontinued operations — (299) — (308) Net income attributable to Adtalem Global Education $ 5,525 $ 17,295 $ 19,886 $ 7,765 Amounts attributable to Adtalem Global Education: Net income from continuing operations $ 1,408 $ 41,945 $ 18,925 $ 37,158 Net income (loss) from discontinued operations 4,117 (24,650) 961 (29,393) Net income attributable to Adtalem Global Education $ 5,525 $ 17,295 $ 19,886 $ 7,765 Earnings (loss) per share attributable to Adtalem Global Education: Basic: Continuing operations $ 0.03 $ 0.71 $ 0.35 $ 0.62 Discontinued operations $ 0.08 $ (0.42) $ 0.02 $ (0.49) Net $ 0.10 $ 0.29 $ 0.36 $ 0.13 Diluted: Continuing operations $ 0.03 $ 0.70 $ 0.34 $ 0.61 Discontinued operations $ 0.08 $ (0.41) $ 0.02 $ (0.49) Net $ 0.10 $ 0.29 $ 0.36 $ 0.13 Weighted-average shares outstanding: Basic shares 53,890 59,185 54,691 59,756 Diluted shares 54,280 60,000 55,192 60,598 The accompanying notes are an integral part of these consolidated financial statements. 2 Table of Contents Adtalem Global Education Inc. Consolidated Statements of Comprehensive Income (Loss) (unaudited) (in thousands) Three Months Ended Six Months Ended December 31, December 31, 2019 2018 2019 2018 Net income $ 5,420 $ 17,506 $ 19,672 $ 7,921 Other comprehensive income (loss), net of tax Foreign currency translation adjustments 17,624 19,660 (21,870) (955) Unrealized (loss) gain on marketable securities, net of tax (3) (10) 42 (14) Comprehensive income (loss) 23,041 37,156 (2,156) 6,952 Comprehensive loss (income) attributable to redeemable noncontrolling interest 131 (753) 315 (86) Comprehensive income (loss) attributable to Adtalem Global Education $ 23,172 $ 36,403 $ (1,841) $ 6,866 The accompanying notes are an integral part of these consolidated financial statements.
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