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FORM 10-Q Laureate Education, Inc

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FORM 10-Q Laureate Education, Inc UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2020 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: 001-38002 Laureate Education, Inc. (Exact name of registrant as specified in its charter) Delaware 52-1492296 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 650 S. Exeter Street, Baltimore, Maryland 21202 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (410) 843-6100 Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock, par value LAUR The NASDAQ Stock Market LLC $0.004 per share Nasdaq Global Select Market 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 x No o 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 x No o 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 x 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. o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No x Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at June 30, 2020 Class A common stock, par value $0.004 per share 119,206,729 shares Class B common stock, par value $0.004 per share 90,813,257 shares INDEX PART I. - FINANCIAL INFORMATION Page No. Item 1. Financial Statements (Unaudited) Consolidated Statements of Operations - Three months ended June 30, 2020 and June 30, 2019 2 Consolidated Statements of Operations - Six months ended June 30, 2020 and June 30, 2019 3 Consolidated Statements of Comprehensive Income - Three months ended June 30, 2020 and June 30, 2019 4 Consolidated Statements of Comprehensive Income - Six months ended June 30, 2020 and June 30, 2019 5 Consolidated Balance Sheets - June 30, 2020 and December 31, 2019 6 Consolidated Statements of Cash Flows - Six months ended June 30, 2020 and June 30, 2019 8 Notes to Consolidated Financial Statements 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 41 Item 3. Quantitative and Qualitative Disclosures About Market Risk 71 Item 4. Controls and Procedures 72 PART II. - OTHER INFORMATION Item 1. Legal Proceedings 73 Item 1A. Risk Factors 73 Item 6. Exhibits 75 SIGNATURES 79 1 PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) LAUREATE EDUCATION, INC. AND SUBSIDIARIES Consolidated Statements of Operations IN THOUSANDS, except per share amounts For the three months ended June 30, 2020 2019 (Unaudited) (Unaudited) Revenues $ 791,678 $ 992,403 Costs and expenses: Direct costs 554,132 707,363 General and administrative expenses 47,241 67,405 Loss on impairment of assets 445,085 470 Operating (loss) income (254,780) 217,165 Interest income 1,016 2,844 Interest expense (33,812) (41,466) Loss on debt extinguishment — (15,595) (Loss) gain on derivatives (1,428) 2,632 Other (expense) income, net (406) 7,704 Foreign currency exchange (loss) gain, net (4,903) 8,881 Gain on disposal of subsidiaries, net 93 — (Loss) income from continuing operations before income taxes and equity in net (loss) income of affiliates (294,220) 182,165 Income tax expense (7,529) (74,564) Equity in net (loss) income of affiliates, net of tax (4) 219 (Loss) income from continuing operations (301,753) 107,820 (Loss) income from discontinued operations, including tax expense of $1,909 and $3,722, respectively (12,171) 30,280 Gain on sales of discontinued operations, including tax benefit of $3,768 and $34,457, respectively 2,296 641,516 Net (loss) income (311,628) 779,616 Net loss attributable to noncontrolling interests 3,805 1,976 Net (loss) income attributable to Laureate Education, Inc. $ (307,823) $ 781,592 Basic and diluted earnings (loss) per share: (Loss) income from continuing operations $ (1.44) $ 0.48 (Loss) income from discontinued operations (0.03) 3.00 Basic and diluted (loss) earnings per share $ (1.47) $ 3.48 The accompanying notes are an integral part of these consolidated financial statements. 2 LAUREATE EDUCATION, INC. AND SUBSIDIARIES Consolidated Statements of Operations IN THOUSANDS, except per share amounts For the six months ended June 30, 2020 2019 (Unaudited) (Unaudited) Revenues $ 1,320,235 $ 1,593,475 Costs and expenses: Direct costs 1,146,887 1,346,553 General and administrative expenses 96,410 121,316 Loss on impairment of assets 448,853 470 Operating (loss) income (371,915) 125,136 Interest income 3,683 6,397 Interest expense (69,922) (96,119) Loss on debt extinguishment — (26,217) (Loss) gain on derivatives (626) 7,815 Other (expense) income, net (508) 8,101 Foreign currency exchange gain, net 31,041 4,135 Gain on sales of subsidiaries, net 2,822 — (Loss) income from continuing operations before income taxes and equity in net income of affiliates (405,425) 29,248 Income tax benefit (expense) 227,573 (38,716) Equity in net income of affiliates, net of tax 181 219 Loss from continuing operations (177,671) (9,249) (Loss) income from discontinued operations, net of tax expense of $3,391 and $13,863, respectively (15,975) 93,609 (Loss) gain on sales of discontinued operations, including tax benefit of $5,359 and $34,744, respectively (19,666) 889,521 Net (loss) income (213,312) 973,881 Net loss (income) attributable to noncontrolling interests 5,104 (1,046) Net (loss) income attributable to Laureate Education, Inc. $ (208,208) $ 972,835 Basic and diluted earnings (loss) per share: Loss from continuing operations $ (0.85) $ (0.04) (Loss) income from discontinued operations (0.15) 4.37 Basic and diluted (loss) earnings per share $ (1.00) $ 4.33 The accompanying notes are an integral part of these consolidated financial statements. 3 LAUREATE EDUCATION, INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income IN THOUSANDS For the three months ended June 30, 2020 2019 (Unaudited) (Unaudited) Net (loss) income $ (311,628) $ 779,616 Other comprehensive income (loss): Foreign currency translation adjustment, net of tax of $0 for both periods 14,034 10,188 Unrealized loss on derivative instruments, net of tax of $0 — (10,559) Total other comprehensive income (loss) 14,034 (371) Comprehensive (loss) income (297,594) 779,245 Net comprehensive loss attributable to noncontrolling interests 3,873 2,063 Comprehensive (loss) income attributable to Laureate Education, Inc. $ (293,721) $ 781,308 The accompanying notes are an integral part of these consolidated financial statements. 4 LAUREATE EDUCATION, INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income IN THOUSANDS For the six months ended June 30, 2020 2019 (Unaudited) (Unaudited) Net (loss) income $ (213,312) $ 973,881 Other comprehensive income (loss): Foreign currency translation adjustment, net of tax of $0 for both periods (316,082) 59,739 Unrealized loss on derivative instruments, net of tax of $0 — (7,950) Minimum pension liability adjustment, net of tax of $0 (932) — Total other comprehensive (loss) income (317,014) 51,789 Comprehensive (loss) income (530,326) 1,025,670 Net comprehensive loss (income) attributable to noncontrolling interests 4,413 (989) Comprehensive (loss) income attributable to Laureate Education, Inc. $ (525,913) $ 1,024,681 The accompanying notes are an integral part of these consolidated financial statements. 5 LAUREATE EDUCATION, INC. AND SUBSIDIARIES Consolidated Balance Sheets IN THOUSANDS, except per share amounts June 30, December 31, 2020 2019 Assets (Unaudited) Current assets: Cash and cash equivalents (includes VIE amounts of $215,908 and $157,003, see Note 2) $ 629,551 $ 339,629 Restricted cash 185,702 186,921 Receivables: Accounts and notes receivable 469,294 432,910 Other receivables 22,426 18,350 Allowance for doubtful accounts (180,242) (190,785) Receivables, net 311,478 260,475 Income tax receivable 27,276 22,416 Prepaid expenses and other current assets 53,875 49,686 Current assets held for sale 62,312 83,800 Total current assets (includes VIE amounts of $392,899 and $346,125,
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