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Item 5. Market for Registrant’s Common Equity

2021-02-25 compared with 2020-02-27 · 8 added, 78 removed, 31 unchanged (74% of the section changed)

1 unchanged sentence

Market Information

Our Class A common stock has traded on the Nasdaq under the symbol “LAUR” since February 1, 2017.

Prior to that date, there was no public trading market for our Class A common stock.

On February 14, 2020, the last reported sale price of our common stock was $21.25.

There is currently no established public trading market for our Class B common stock.

Our Class A common stock is traded on the Nasdaq under the symbol “LAUR.” There is currently no established public trading market for our Class B common stock.

Holders of Record

3 unchanged sentences

We currently do not anticipate paying any ordinary cash dividends on our Class A common stock or Class B common stock in the foreseeable future.

We expect to retain our future earnings, if any, for use in the operation and expansion of our business.

We expect to retain our future earnings, if any, for use in the operation of our business.

The terms of our senior secured credit agreement governing our Revolving Credit Facility and the indenture governing our outstanding Senior Notes due 2025 limit our ability to pay cash dividends in certain circumstances.

3 unchanged sentences

Subject to the foregoing, the payment of cash dividends in the future, if any, will be at the discretion of our board of directors and will depend upon such factors as earnings levels, capital requirements, our overall financial condition and any other factors deemed relevant by our board of directors.

Equity Compensation Plan Information

The information required by Item 201(d) of Regulation S-K is incorporated by reference to Part III.

Item 12 of this Form 10-K.

Stock Performance Graph

13 unchanged sentences

The following table provides a summary of the Company’s purchases of its Class A common stock during the fourth quarter of the fiscal year ended December 31, 2020 pursuant to the Company’s authorized stock repurchase program:

Total number of shares purchased

Average price paid per share

Total number of shares purchased as part of publicly announced plans or programs

Approximate dollar value of shares yet to be purchased under the plans or programs (1)

Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares yet to be purchased under the plans or programs (1)

10/1/20 - 10/31/20 — $ — — $ 300,000

1 unchanged sentence

12/1/20 - 12/31/20 2,713 $ 15.04 2,713 $ 235,080

(1) On August 8, 2019, the Company announced that its board of directors had authorized a stock repurchase program to acquire up to $150,000 of the Company’s Class A common stock.

In early October 2019, the Company's stock repurchases reached the previously authorized limit of $150,000 and, on October 14, 2019, the Company's board of directors approved the increase of its existing authorization to repurchase shares of the Company's Class A common stock by $150,000 .

In January 2020, the Company's stock repurchases reached the authorized limit.

Total 4,416 $ 14.70 4,416 $ 235,080

(1) On November 5, 2020, the Company announced that its board of directors had authorized a stock repurchase program to acquire up to $300,000 of the Company’s Class A common stock.

See further description of the stock repurchase program in “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Selected Financial Data

Set forth below are selected consolidated financial data of Laureate Education, Inc., at the dates and for the periods indicated.

The selected historical statements of operations data and statements of cash flows data for the fiscal years ended December 31, 2019, 2018 and 2017 and balance sheet data as of December 31, 2019 and 2018 have been derived from our audited consolidated financial statements included elsewhere in this Form 10-K.

The selected historical statements of operations data and statements of cash flows data for the fiscal year ended December 31, 2016 and 2015 and balance sheet data as of December 31, 2017, 2016 and 2015, as recast for discontinued operations, have been derived from our accounting records.

Our historical results are not necessarily indicative of our future results.

The data should be read in conjunction with the consolidated financial statements, related notes, and other financial information included therein.

The selected historical consolidated financial data should be read in conjunction with “Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this Form 10-K.

Fiscal Year Ended December 31,

(Dollar amounts in thousands)

Consolidated Statements of Operations:

Costs and expenses:

General and administrative expenses

Loss on impairment of assets

Operating income

Interest income

Interest expense

Loss on debt extinguishment

Gain on derivatives

Other income (expense), net

Foreign currency exchange (loss) gain, net

(Loss) gain on sales and disposals of subsidiaries, net (1)

Income (loss) from continuing operations before income taxes and equity in net income (loss) of affiliates

Income tax (expense) benefit

Equity in net income (loss) of affiliates, net of tax

Income (loss) from continuing operations

Income from discontinued operations, net of tax expense of $17,539 for 2019, $48,771 for 2018 and $26,176 for 2017

Gain on sales of discontinued operations, net, including tax benefit of $33,472 for 2019, $3,466 for 2018 and $0 for 2017

Net income (loss)

Net loss (income) attributable to noncontrolling interests

Net income (loss) attributable to Laureate Education, Inc.

(1) In 2016, represents a gain of approximately $249.4 million resulting from the Swiss institutions sale that closed on June 14, 2016, and a gain of approximately $148.7 million resulting from the French institutions sale that closed on July 20, 2016.

In 2017, primarily represents a final purchase price settlement related to the sale of the Swiss institutions.

In 2019, primarily represents a loss from the release of accumulated foreign currency translation upon dissolution of several dormant subsidiaries.

Fiscal Year Ended December 31,

(Dollar amounts in thousands)

Consolidated Statements of Cash Flows:

Net cash provided by operating activities

Net cash provided by (used in) investing activities

Net cash (used in) provided by financing activities

Segment Data:

Rest of World

Online & Partnerships

Total Revenues

Total enrollments (rounded to the nearest hundred):

Rest of World

Online & Partnerships

New enrollments (rounded to the nearest hundred):

Rest of World

Online & Partnerships

As of December 31,

(Dollar amounts in thousands)

Consolidated Balance Sheets:

Cash and cash equivalents

Restricted cash

Net working capital (current assets less current liabilities)

Property and equipment, net

Other intangible assets, net

Total debt, including due to shareholders of acquired companies

Deferred compensation

Total liabilities, excluding debt, due to shareholders of acquired companies and derivative instruments

Convertible redeemable preferred stock

Redeemable noncontrolling interests and equity

Total Laureate Education, Inc.

stockholders' equity

The selected financial data previously required by Item 301 of Regulation S-K has been omitted in reliance on SEC Release No.

33-10890, Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity