UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(May 11, 2017)
Laureate Education, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-38002 |
|
52-1492296 |
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
650 South Exeter Street
Baltimore, MD 21202
(Address of principal executive offices, including zip code)
(410) 843-6100
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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
Item 2.02. Results of Operations and Financial Condition.
On May 11, 2017, Laureate Education, Inc. (the Company) issued an earnings release announcing its financial results for the quarter ended March 31, 2017. A copy of the earnings release is attached as Exhibit 99.1.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On May 11, 2017, the Company made available certain supplemental financial information. A copy of this supplemental information is attached as Exhibit 99.2.
The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed to be filed for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
|
Description |
|
|
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99.1 |
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Press release dated May 11, 2017 |
99.2 |
|
Supplemental financial information |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
LAUREATE EDUCATION, INC. | |
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| |
|
By: |
/s/ Eilif Serck-Hanssen |
|
|
Eilif Serck-Hanssen |
|
|
President, Chief Administrative Officer and Chief Financial Officer |
Date: May 11, 2017
Exhibit 99.1
LAUREATE EDUCATION REPORTS FIRST QUARTER 2017 FINANCIAL RESULTS
BALTIMORE, MARYLAND - May 11, 2017 - Laureate Education, Inc. (NASDAQ: LAUR), the global leader in higher education, today announced financial results for the first quarter 2017.
First Quarter 2017 Highlights (compared to first quarter 2016):
· New enrollments increased 4% excluding asset dispositions and adjusted for the timing of our intake in Peru due to severe floods in that country
· Total enrollments increased 2%, up 3% excluding asset dispositions
· Revenue decreased 6% to $855.9 million; up 3% on an organic constant currency basis
· Operating losses increased by $51.7 million to $62.9 million
· Net loss for the quarter was $120.4 million, as compared to a net loss of $102.4 million in the first quarter of 2016
· Adjusted EBITDA decreased 34% to $48.6 million; however on an organic constant currency basis Adjusted EBITDA was up 22%
We are pleased to report favorable results for our large enrollment cycle in the first quarter of 2017, said Douglas Becker, Laureate founder, chairman, and chief executive officer. Higher education is a large and growing addressable market that is becoming increasingly reliant on the private sector due to limited public sector resources in many parts of the world. Our high-quality higher education institutions have strong track records of positive student outcomes, and are well-positioned to meet this growing demand.
First Quarter 2017 Results
New enrollments for the first quarter of 2017, excluding asset dispositions and adjusted for the timing of our intake in Peru, increased 4% compared to our new enrollment activity in the first quarter of 2016. Severe flooding in Peru caused the main enrollment intake in that country to be extended through April 2017, whereas typically the intake is completed by the end of March. Therefore, we are providing our first quarter 2017 enrollments on a reported and as-adjusted basis for the timing of the intake (i.e. including the April 2017 new enrollments in Peru in the first quarter 2017 adjusted enrollment results). The enrollment intake in the first quarter represents the largest intake for our Southern Hemisphere institutions. New enrollment results reflect strong performance in certain LatAm markets (Peru and Brazil), partially offset by softer new enrollment performance in Chile due to regulatory changes in that market in 2016. Organic new enrollments in Europe, Middle East, Africa and Asia Pacific (EMEAA) and Global Products and Services (GPS) were also positive, though occurring during a lighter intake period as most of the institutions in those segments are Northern Hemisphere markets whose largest intake occurs in the fall.
Total enrollments at March 31, 2017 grew 2% compared to March 31, 2016. Total enrollment growth reflects favorable performance in all Latin American markets except Chile. A planned strategic shift in the second half of 2016 in EMEAA and GPS to longer length of stay students with higher revenue and contribution margins affected the comparability of the total enrollments for the first quarter of 2017 as compared to the first quarter of 2016. Excluding the impact from the divestiture in 2016 of our assets in France and Switzerland, total enrollment at March 31, 2017 increased by 3% compared to March 31, 2016.
Revenue in the first quarter of 2017 was $855.9 million, a 6% decrease compared to the first quarter of 2016. Operating losses increased $51.7 million compared to the first quarter of 2016. Net loss was $120.4 million
compared to a net loss of $102.4 million in the first quarter of the prior year. Diluted loss per share was $(1.05) for the first quarter of 2017.
Adjusted EBITDA was $48.6 million in the first quarter of 2017, a 34% decrease compared to the first quarter of 2016. On an organic (i.e., excluding acquisitions and asset dispositions) constant currency basis, revenue increased 3% and Adjusted EBITDA increased 22% compared to the first quarter of 2016.
As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, effective March 31, 2017, we combined our previously separate Europe and AMEA segments in order to reflect our belief that we will be able to operate the institutions in those segments more successfully and efficiently under common management. The combined segment is called EMEAA.
Balance Sheet and Capital Structure
Laureate ended the first quarter of 2017 with $856.3 million of cash on hand and $1,181.3 million in liquidity, including our undrawn revolver. In April 2017, Laureate completed a refinancing of its corporate debt obligations, extending the maturity and reducing the cost of those obligations through a series of transactions described below.
On April 26, 2017, we completed an offering of $800.0 million aggregate principal amount of 8.250% Senior Notes due 2025 (the Senior Notes due 2025). Substantially concurrently with the issuance of the Senior Notes due 2025, we consummated a refinancing of our existing senior secured credit facility by means of an amendment and restatement of the existing amended and restated credit agreement to provide a new revolving credit facility of $385.0 million maturing in April 2022 and a new syndicated term loan of $1,600.0 million maturing in April 2024 (the New Credit Facilities).
On April 28, 2017, we elected to redeem all of our outstanding 9.250% Senior Notes due 2019 (the Senior Notes due 2019) (other than $250 million aggregate principal amount of Senior Notes due 2019 which were exchanged for substantially identical but not redeemable notes on April 21, 2017 and which will remain outstanding following the redemption (the Exchanged Notes)) on May 31, 2017 (the Redemption Date). The aggregate principal amount outstanding of the Senior Notes due 2019 (excluding the Exchanged Notes) is $1,125.4 million. The redemption price for the Senior Notes due 2019 being redeemed will be equal to 104.625% of the principal amount thereof, plus accrued and unpaid interest and special interest thereon to the Redemption Date, for an aggregate payment to holders of the Senior Notes due 2019 of approximately $1,205.6 million.
We intend to use the net proceeds from the offering of the Senior Notes due 2025, together with a portion of the net proceeds from our initial public offering (IPO) and net proceeds from the New Credit Facilities, to (i) redeem the Senior Notes due 2019 (other than the Exchanged Notes), (ii) repay our term loans under our existing senior secured credit facilities (which we refinanced as discussed above), (iii) repay the seller notes used to partially finance the acquisition of FMU Group, and (iv) pay certain related fees and expenses in connection with the offering of the Senior Notes due 2025.
Outlook for Fiscal 2017
Laureate is reaffirming the financial guidance previously provided for full-year 2017. The guidance for 2017 reflects the impact from the sale of our French and Swiss assets in 2016, which will unfavorably impact both year-over-year Revenue and Adjusted EBITDA by approximately (3%). Additionally, currency translation from foreign
exchange rates, based on current rates, is expected to cause a (1%) reduction year-over-year in 2017 for Adjusted EBITDA, with no material impact on Revenue expected.
Based on the current foreign exchange spot rates(1), Laureate expects its organic (i.e., excluding acquisitions and asset dispositions) performance for full-year 2017 to be as follows:
· Total enrollments in the range of 1,064,000 to 1,080,000, representing 2.0-3.5% growth as compared to December 31, 2016
· Revenues in the range of $4,287 million to $4,348 million, representing 4.5-6.0% organic (pro forma for asset dispositions in 2016) constant currency growth
· Adjusted EBITDA in the range of $789 million to $804 million, representing 8.0-10.0% organic (pro forma for asset dispositions in 2016) constant currency growth
· Capex spending at 7% to 8% of revenues to support growth initiatives and ongoing maintenance
· Increase in total number of shares of Class A common stock outstanding by approximately 55.7 million, resulting from the conversion of the Exchanged Notes and $400 million of shares of Series A Preferred Stock (assuming payment-in-kind dividends), in each case not later than February 7, 2018, based on a conversion price of $14.00 per share of Class A common stock, the price per share to the public in our IPO; and
· Reported earnings per share in 2017 to be affected by a $290-$300 million non-cash charge to earnings per share related to accounting for the non-cash beneficial redemption and conversion features due to the terms of the shares of Series A Preferred Stock
(1) Based on actual FX rates for January-April 2017, and current spot FX rates (local currency per US dollar) of MXN 18.80, BRL 3.20, CLP 666.00, PEN 3.24, EUR 0.92 for May - December 2017. FX impact may change based on fluctuations in currency rates in future periods.
An outlook for 2017 net income and a reconciliation of the forward-looking 2017 Adjusted EBITDA outlook to net income are not being provided as Laureate does not currently have sufficient data to accurately estimate the variables and individual adjustments for such outlook and reconciliation.
Please see the Forward-Looking Statements section in this release for a discussion of certain risks related to this outlook.
Conference Call
Laureate will host an earnings conference call today at 8:00 am ET. Interested parties are invited to listen to the earnings call by dialing 1-855-307-2849 (for U.S.- based callers) or 1-703-639-1262 (for international callers), and request to join the Laureate conference call. Replays of the entire call will be available through May 18, 2017 at 1-855-859-2056 (for U.S.- based callers) and at 1-404-537-3406 (for international callers), conference ID 15143878. The webcast of the conference call, including replays, and a copy of this press release and the related slides will be made available through the Investor Relations section of Laureates web site at www.laureate.net.
Forward-Looking Statements
This press release includes statements that express Laureates opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, forward-looking statements within the meaning of the federal securities laws, which involve risks and uncertainties. Laureates actual results may vary significantly from the results anticipated in these forward-looking
statements. You can identify forward-looking statements because they contain words such as believes, expects, may, will, should, seeks, approximately, intends, plans, estimates or anticipates or similar expressions that concern our strategy, plans or intentions. All statements we make relating to guidance, estimated and projected Adjusted EBITDA and earnings, costs, expenditures (including capital expenditures), cash flows, growth rates and financial results are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. All of these forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those we expected. We derive most of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations are disclosed in our Annual Report on Form 10-K filed with the SEC on March 29, 2017, our Quarterly Report on Form 10-Q to be filed with the SEC and other filings made with the SEC. These forward-looking statements speak only as of the time of this release and we do not undertake to publicly update or revise them, whether as a result of new information, future events or otherwise, except as required by law.
Presentation of Non-GAAP Measures
In addition to the results provided in accordance with U.S. generally accepted accounting principles (GAAP) throughout this press release, Laureate has provided a non-GAAP measurement of Adjusted EBITDA. We have included Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Additionally, Adjusted EBITDA is a key input into the formula used by the compensation committee of our board of directors and our Chief Executive Officer in connection with the payment of incentive compensation to our executive officers and other members of our management team. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. Adjusted EBITDA is reconciled from the respective measures under GAAP in the attached table Non-GAAP Reconciliations.
About Laureate Education, Inc.
Laureate Education, Inc. is the largest global network of degree-granting higher education institutions, with more than one million students enrolled across nearly 70 institutions in 25 countries at campuses and online. Laureate offers high-quality, undergraduate, graduate and specialized degree programs in a wide range of academic disciplines that provide attractive employment prospects. Laureate believes that when our students succeed, countries prosper and societies benefit. This belief is expressed through the companys philosophy of being Here for Good and is represented by its status as a certified B Corporation® and conversion in 2015 to a Delaware public benefit corporation, a new class of corporation committed to creating a positive impact on society.
Key Metrics and Financial Tables
(Dollars in millions, except per share amounts, and may not sum due to rounding)
New and Total Enrollments by segment
|
|
New Enrollments |
|
Total Enrollments |
| ||||||||||||
|
|
QTD 1Q |
|
QTD 1Q |
|
Change |
|
As of |
|
As of |
|
Change |
| ||||
|
|
2017 |
|
2016 |
|
Total |
|
Organic |
|
3/31/2017 |
|
3/31/2016 |
|
Total |
|
Organic |
|
LatAm |
|
205,200 |
|
209,500 |
|
(2 |
)% |
(2 |
)% |
867,700 |
|
843,500 |
|
3 |
% |
3 |
% |
EMEAA (1) |
|
12,100 |
|
11,500 |
|
5 |
% |
6 |
% |
146,300 |
|
145,100 |
|
1 |
% |
6 |
% |
GPS (1) |
|
9,700 |
|
9,800 |
|
(1 |
)% |
5 |
% |
71,100 |
|
79,400 |
|
(10 |
)% |
(6 |
)% |
Laureate |
|
227,000 |
|
230,800 |
|
(2 |
)% |
(1 |
)% |
1,085,100 |
|
1,068,000 |
|
2 |
% |
3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Laureate (adj. Peru timing) |
|
|
|
|
|
|
|
4 |
% |
|
|
|
|
|
|
3 |
% |
(1) Enrollments affected by the sale of two business units in France (EMEAA segment) and Switzerland (GPS segment) during 2016.
Consolidated Statements of Operations
|
|
For the three months ended |
| |||||||
IN MILLIONS |
|
2017(2) |
|
2016 |
|
Change |
| |||
Revenues |
|
$ |
855.9 |
|
$ |
906.5 |
|
$ |
(50.6 |
) |
Costs and expenses: |
|
|
|
|
|
|
| |||
Direct costs |
|
853.2 |
|
869.8 |
|
(16.6 |
) | |||
General and administrative expenses |
|
65.6 |
|
47.9 |
|
17.7 |
| |||
Operating loss |
|
(62.9 |
) |
(11.2 |
) |
(51.7 |
) | |||
Interest income |
|
4.7 |
|
5.8 |
|
(1.1 |
) | |||
Interest expense |
|
(102.6 |
) |
(103.8 |
) |
1.2 |
| |||
Loss on debt extinguishment |
|
(1.5 |
) |
|
|
(1.5 |
) | |||
Gain (loss) on derivatives |
|
12.1 |
|
(10.8 |
) |
22.9 |
| |||
Other income (expense), net |
|
0.4 |
|
|
|
0.4 |
| |||
Foreign currency exchange gain, net |
|
2.3 |
|
27.7 |
|
(25.4 |
) | |||
Loss from continuing operations before income taxes and equity in net loss of affiliates |
|
(147.4 |
) |
(92.2 |
) |
(55.2 |
) | |||
Income tax benefit (expense) |
|
27.1 |
|
(10.0 |
) |
37.1 |
| |||
Equity in net loss of affiliates, net of tax |
|
|
|
(0.3 |
) |
0.3 |
| |||
Net loss |
|
(120.4 |
) |
(102.4 |
) |
(18.0 |
) | |||
Net income attributable to noncontrolling interests |
|
(2.5 |
) |
(0.7 |
) |
(1.8 |
) | |||
Net loss attributable to Laureate Education, Inc. |
|
$ |
(122.8 |
) |
$ |
(103.2 |
) |
$ |
(19.6 |
) |
|
|
|
|
|
|
|
| |||
Accretion of Series A convertible redeemable preferred stock and other redeemable noncontrolling interests and equity |
|
$ |
(38.9 |
) |
$ |
1.5 |
|
$ |
(40.4 |
) |
Net loss available to common stockholders |
|
$ |
(161.7 |
) |
$ |
(101.7 |
) |
$ |
(60.0 |
) |
|
|
|
|
|
|
|
| |||
Basic and diluted earnings (loss) per share: |
|
|
|
|
|
|
| |||
Basic and diluted weighted average shares outstanding |
|
154,301 |
|
133,278 |
|
21,023 |
| |||
Basic and diluted loss per share |
|
$ |
(1.05 |
) |
$ |
(0.76 |
) |
$ |
(0.29 |
) |
(2) Financial results for 2017 as compared to 2016 were affected by the sale of two business units in France (EMEAA segment) and Switzerland (GPS segment) during 2016.
Revenue and Adjusted EBITDA by segment
IN MILLIONS
|
|
|
|
|
|
% Change |
|
$ Variance Components |
| ||||||||||||||
For the quarter ended |
|
2017 |
|
2016 |
|
Reported |
|
Organic |
|
Total |
|
Organic |
|
Acq/Div. |
|
FX |
| ||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
LATAM |
|
$ |
421.4 |
|
$ |
403.9 |
|
4 |
% |
3 |
% |
$ |
17.5 |
|
$ |
10.5 |
|
$ |
|
|
$ |
7.0 |
|
EMEAA |
|
227.2 |
|
244.0 |
|
(7 |
)% |
7 |
% |
(16.8 |
) |
16.3 |
|
(23.3 |
) |
(9.8 |
) | ||||||
GPS |
|
208.3 |
|
260.4 |
|
(20 |
)% |
|
% |
(52.1 |
) |
0.2 |
|
(51.8 |
) |
(0.5 |
) | ||||||
Corporate & Eliminations |
|
(1.0 |
) |
(1.8 |
) |
44 |
% |
44 |
% |
0.8 |
|
0.8 |
|
|
|
|
| ||||||
Total Revenues |
|
855.9 |
|
906.5 |
|
(6 |
)% |
3 |
% |
(50.6 |
) |
27.8 |
|
(75.1 |
) |
(3.3 |
) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
LATAM |
|
(35.8 |
) |
(20.2 |
) |
(77 |
)% |
2 |
% |
(15.6 |
) |
0.5 |
|
|
|
(16.1 |
) | ||||||
EMEAA |
|
53.4 |
|
54.5 |
|
(2 |
)% |
12 |
% |
(1.1 |
) |
6.3 |
|
(2.7 |
) |
(4.7 |
) | ||||||
GPS |
|
63.6 |
|
69.7 |
|
(9 |
)% |
15 |
% |
(6.1 |
) |
8.1 |
|
(14.2 |
) |
|
| ||||||
Corporate & Eliminations |
|
(32.7 |
) |
(30.0 |
) |
(9 |
)% |
(9 |
)% |
(2.7 |
) |
(2.7 |
) |
|
|
|
| ||||||
Total Adjusted EBITDA |
|
$ |
48.6 |
|
$ |
74.0 |
|
(34 |
)% |
22 |
% |
$ |
(25.4 |
) |
$ |
12.3 |
|
$ |
(16.9 |
) |
$ |
(20.8 |
) |
(3) Organic Constant Currency results exclude the period-over-period impact from currency fluctuations, acquisitions and divestitures. The Organic Constant Currency % changes are calculated by dividing the Organic Constant Currency amounts by the 2016 Revenues and Adjusted EBITDA amounts, excluding the impact of the divestitures.
Consolidated Balance Sheets
IN MILLIONS |
|
March 31, |
|
December 31, |
|
Change |
| |||
Assets |
|
|
|
|
|
|
| |||
Cash and cash equivalents |
|
$ |
856.3 |
|
$ |
465.0 |
|
$ |
391.3 |
|
Receivables (current), net |
|
591.1 |
|
334.8 |
|
256.3 |
| |||
Other current assets |
|
329.7 |
|
316.0 |
|
13.7 |
| |||
Property and equipment, net |
|
2,195.7 |
|
2,151.6 |
|
44.1 |
| |||
Goodwill and other intangible assets |
|
3,387.3 |
|
3,288.8 |
|
98.5 |
| |||
Other long-term assets |
|
550.4 |
|
506.2 |
|
44.1 |
| |||
Total assets |
|
$ |
7,910.6 |
|
$ |
7,062.5 |
|
$ |
848.1 |
|
|
|
|
|
|
|
|
| |||
Liabilities and stockholders equity |
|
|
|
|
|
|
| |||
Accounts payable and accrued expenses |
|
$ |
663.0 |
|
$ |
695.2 |
|
$ |
(32.2 |
) |
Deferred revenue and student deposits |
|
735.8 |
|
362.9 |
|
372.9 |
| |||
Total long-term debt, including current portion |
|
3,807.7 |
|
3,808.4 |
|
(0.7 |
) | |||
Total due to shareholders of acquired companies, including current portion |
|
220.7 |
|
210.9 |
|
9.8 |
| |||
Other liabilities |
|
937.1 |
|
963.9 |
|
(26.7 |
) | |||
Total liabilities |
|
6,364.4 |
|
6,041.2 |
|
323.2 |
| |||
Convertible redeemable preferred stock |
|
170.1 |
|
333.0 |
|
(162.9 |
) | |||
Redeemable noncontrolling interests and equity |
|
19.0 |
|
23.9 |
|
(4.8 |
) | |||
Total stockholders equity |
|
1,357.0 |
|
664.4 |
|
692.7 |
| |||
Total liabilities and stockholders equity |
|
$ |
7,910.6 |
|
$ |
7,062.5 |
|
$ |
848.1 |
|
Consolidated Statements of Cash Flows
|
|
For the three months ended March 31, |
| |||||||
IN MILLIONS |
|
2017 |
|
2016 |
|
Change |
| |||
Cash flows from operating activities |
|
|
|
|
|
|
| |||
Net loss |
|
$ |
(120.4 |
) |
$ |
(102.4 |
) |
$ |
(17.9 |
) |
Depreciation and amortization |
|
64.5 |
|
66.2 |
|
(1.7 |
) | |||
(Gain) loss on derivative instruments |
|
(12.3 |
) |
10.0 |
|
(22.3 |
) | |||
Loss on debt extinguishment |
|
0.5 |
|
|
|
0.5 |
| |||
Unrealized foreign currency exchange loss (gain) |
|
1.1 |
|
(26.1 |
) |
27.1 |
| |||
Income tax receivable/payable, net |
|
(8.9 |
) |
18.2 |
|
(27.1 |
) | |||
Working capital, excluding tax accounts |
|
(5.9 |
) |
(91.9 |
) |
86.0 |
| |||
Other non-cash adjustments |
|
41.5 |
|
36.7 |
|
4.8 |
| |||
Net cash used in operating activities |
|
(39.8 |
) |
(89.3 |
) |
49.5 |
| |||
Cash flows from investing activities |
|
|
|
|
|
|
| |||
Purchase of property and equipment |
|
(37.1 |
) |
(39.8 |
) |
2.6 |
| |||
Expenditures for deferred costs |
|
(3.5 |
) |
(3.6 |
) |
0.1 |
| |||
Receipts from sale of property and equipment |
|
0.1 |
|
7.7 |
|
(7.6 |
) | |||
Investing other, net |
|
(1.1 |
) |
0.3 |
|
(1.4 |
) | |||
Net cash used in investing activities |
|
(41.6 |
) |
(35.3 |
) |
(6.2 |
) | |||
Cash flows from financing activities |
|
|
|
|
|
|
| |||
(Decrease) increase in long-term debt, net |
|
(43.5 |
) |
39.1 |
|
(82.6 |
) | |||
Payments of deferred purchase price for acquisitions |
|
(5.3 |
) |
(7.4 |
) |
2.1 |
| |||
Proceeds from issuance of convertible redeemable preferred stock, net of issuance costs |
|
55.3 |
|
|
|
55.3 |
| |||
Proceeds from initial public offering, net of issuance costs |
|
456.9 |
|
|
|
456.9 |
| |||
Financing other, net |
|
0.8 |
|
(2.5 |
) |
3.3 |
| |||
Net cash (used in) provided by financing activities |
|
464.1 |
|
29.1 |
|
435.0 |
| |||
Effects of exchange rate changes on cash |
|
8.6 |
|
7.3 |
|
1.3 |
| |||
Change in cash included in current assets held for sale |
|
|
|
(5.9 |
) |
5.9 |
| |||
Net change in cash and cash equivalents |
|
391.3 |
|
(94.1 |
) |
485.4 |
| |||
Cash and cash equivalents at beginning of period |
|
465.0 |
|
458.7 |
|
6.3 |
| |||
Cash and cash equivalents at end of period |
|
$ |
856.3 |
|
$ |
364.6 |
|
$ |
491.7 |
|
Liquidity (including Undrawn Revolver) |
|
$ |
1,181.3 |
|
$ |
440.1 |
|
$ |
741.2 |
|
Non-GAAP Reconciliation
|
|
For the three months ended |
| |||||||
IN MILLIONS |
|
2017 |
|
2016 |
|
Change |
| |||
Net loss |
|
$ |
(120.4 |
) |
$ |
(102.4 |
) |
$ |
(18.0 |
) |
Plus: |
|
|
|
|
|
|
| |||
Equity in net loss of affiliates, net of tax |
|
|
|
0.3 |
|
(0.3 |
) | |||
Income tax (benefit) expense |
|
(27.1 |
) |
10.0 |
|
(37.1 |
) | |||
Loss from continuing operations before income taxes and equity in net loss of affiliates |
|
(147.4 |
) |
(92.2 |
) |
(55.2 |
) | |||
Plus: |
|
|
|
|
|
|
| |||
Foreign currency exchange gain, net |
|
(2.3 |
) |
(27.7 |
) |
25.4 |
| |||
Other income, net |
|
(0.4 |
) |
|
|
(0.4 |
) | |||
(Gain) loss on derivatives |
|
(12.1 |
) |
10.8 |
|
(22.9 |
) | |||
Loss on debt extinguishment |
|
1.5 |
|
|
|
1.5 |
| |||
Interest expense |
|
102.6 |
|
103.8 |
|
(1.2 |
) | |||
Interest income |
|
(4.7 |
) |
(5.8 |
) |
1.1 |
| |||
Operating loss |
|
(62.9 |
) |
(11.2 |
) |
(51.7 |
) | |||
Plus: |
|
|
|
|
|
|
| |||
Depreciation and amortization |
|
64.5 |
|
66.2 |
|
(1.7 |
) | |||
EBITDA |
|
1.6 |
|
55.0 |
|
(53.4 |
) | |||
Plus: |
|
|
|
|
|
|
| |||
Share-based compensation expense (a) |
|
22.4 |
|
7.2 |
|
15.2 |
| |||
Loss on impairment of assets |
|
|
|
|
|
|
| |||
EiP implementation expenses (b) |
|
24.6 |
|
11.8 |
|
12.8 |
| |||
Adjusted EBITDA |
|
$ |
48.6 |
|
$ |
74.0 |
|
$ |
(25.4 |
) |
(a) Represents non-cash, share-based compensation expense pursuant to the provisions of ASC Topic 718.
(b) EiP implementation expenses are related to our enterprise-wide initiative to optimize and standardize our processes, creating vertical integration of procurement, information technology, finance, accounting and human resources. The first wave of EiP, which began in 2014, is expected to be substantially completed by 2017 and includes the establishment of regional SSOs around the world, as well as improvements to our system of internal controls over financial reporting. Given the success of the first wave of EiP, we now anticipate expanding the initiative into other back- and mid-office areas in order to generate additional efficiencies and create a more efficient organizational structure.
Investor Relations Contact:
ir@laureate.net
Media Contacts:
Laureate Education
Adam Smith
Adam.Smith@laureate.net
U.S.: +1 (866) 452 8732 / International: +1 (410) 843 6100
Source: Laureate Education, Inc.
Exhibit 99.2
First Quarter 2017 Earnings Presentation May 11, 2017
Forward Looking Statements 2 This presentation includes statements that express Laureate's opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, "forward-looking statements" within the meaning of the federal securities laws, which involve risks and uncertainties. Laureates actual results may vary significantly from the results anticipated in these forward-looking statements. You can identify forward-looking statements because they contain words such as believes, expects, may, will, should, seeks, approximately, intends, plans, estimates or anticipates or similar expressions that concern our strategy, plans or intentions. All statements we make relating to guidance, estimated and projected Adjusted EBITDA and earnings, costs, expenditures (including capital expenditures), cash flows, growth rates and financial results are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. All of these forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those we expected. We derive most of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations are disclosed in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (SEC) on March 29, 2017, our Quarterly Report on Form 10-Q to be filed with the SEC and other filings made with the SEC. These forward-looking statements speak only as of the time of this presentation and we do not undertake to publicly update or revise them, whether as a result of new information, future events or otherwise, except as required by law. Presentation of Non-GAAP Measures This presentation contains certain non-GAAP measures which are provided to assist in an understanding of the business and performance of Laureate Education Inc. These measures should always be considered in conjunction with the appropriate GAAP measure. Reconciliations of non-GAAP measures to the relevant GAAP measures are provided in our SEC filings. In addition, this presentation contains various operating data, including market share and market position, that are based on internal company data and management estimates. While management believes our internal company research is reliable and the definitions of our markets which are used herein are appropriate, neither such research nor these definitions have been verified by an independent source and there are inherent challenges and limitations involved in compiling data across various geographies and from various sources, including those discussed under Market and Industry Data in Laureates filings with the SEC.
Q1 2017 PERFORMANCE HIGHLIGHTS
Q1 2017 Financial Performance Highlights 4 Total Enrollment: 1,085,100 3% growth vs. Q1 2016 (Adj. Peru flood timing) New Enrollment: 227,000 4% growth vs. Q1 2016 (Adj. Peru flood timing) Revenue $856M +3% Organic constant currency growth Adj. EBITDA $49M +22% Organic constant currency growth 1st Quarter 2017
Enrollment by Segment New Enrollments for Q1 2017 increased 4% and Total Enrollments grew 3% versus Q1 2016 on an organic basis (excluding 2016 divestitures(1)) and adjusted for timing of the intake in Peru related to the floods in that country 5 +4% New and Total Enrollment growth, adjusted for the Peru flood timing impact The divestiture of our Swiss institutions was completed in June 2016, and in July 2016 we completed the divestiture of our French institutions
Q1 17 vs. Q1 16 Revenue & Adj. EBITDA Bridge 6 The first quarter represents the largest enrollment intake for our Southern Hemisphere institutions, but from a P&L perspective is seasonally low as all our institutions are out of session for some portion of the quarter (winter in the Northern Hemisphere, summer in the Southern Hemisphere) Q1 17 Revenue of $856 million decreased (6%) vs. Q1 16 On an organic constant currency(1) basis, Q1 17 Revenue increased 3% Q1 17 Adjusted EBITDA decreased (34%) versus Q1 16 On an organic constant currency(1) basis, Q1 17 Adjusted EBITDA increased 22% Q1 17 vs. Q1 16 Laureate Revenue Bridge Q1 17 Performance Highlights Q1 17 vs. Q1 16 Laureate Adj. EBITDA Bridge Organic Operations excludes impacts from FX, Acquisitions, and Divestitures Note: Numbers may not foot due to rounding +3% +22% ($ in USD millions) ($ in USD millions) (1) (1)
Q1 17 vs. Q1 16 Revenue & Adj. EBITDA Bridge LatAm Segment 7 Q1 17 vs. Q1 16 Revenue Bridge Q1 17 Performance Highlights Q1 17 vs. Q1 16 Adj. EBITDA Bridge +3% +17% ($ in USD millions) ($ in USD millions) Q1 17 LatAm New Enrollments and Total Enrollments both increased 4% as compared to Q1 16 (adjusted for timing of the intake in Peru) Strong growth in Peru and Central America, solid performance in Mexico and Brazil; Chile was down slightly due to regulatory changes made in 2016 Q1 17 Revenue increased $11 million or 3% vs. prior year on an organic constant currency(1) basis Q1 17 Adjusted EBITDA increased 2% vs. prior year on an organic constant currency(1) basis +3% +2% (1) (1) Organic Operations excludes impacts from FX, Acquisitions, and Divestitures Note: Numbers may not foot due to rounding
Q1 17 vs. Q1 16 Revenue & Adj. EBITDA Bridge EMEAA Segment 8 Q1 17 vs. Q1 16 Revenue Bridge Q1 17 Performance Highlights Q1 17 vs. Q1 16 Adj. EBITDA Bridge +3% ($ in USD millions) ($ in USD millions) Q1 17 New and Total Enrollments both increased 6% versus Q1 16 on an organic basis (excluding the divestiture of our French institutions) Q1 17 Revenue increased $16 million or 7% vs. prior year on an organic constant currency(1) basis Q1 17 Adjusted EBITDA increased $6 million or 12% vs. prior year on an organic constant currency(1) basis Revenue growth was favorably impacted by a shift to longer length of stay and higher revenue per student markets. The strong margin improvement was generated by scaling our platforms in that region, as well as exiting lower contribution programs in certain markets. +7% +12% (1) (1) Organic Operations excludes impacts from FX, Acquisitions, and Divestitures Note: Numbers may not foot due to rounding
Q1 17 vs. Q1 16 Revenue & Adj. EBITDA Bridge GPS Segment 9 Q1 17 vs. Q1 16 Revenue Bridge Q1 17 Performance Highlights Q1 17 vs. Q1 16 Adj. EBITDA Bridge +3% +17% ($ in USD millions) ($ in USD millions) Q1 17 New Enrollment increased 5%, while Total Enrollments decreased (6%), respectively, vs. prior year on an organic basis (excluding the divestiture of our Swiss institutions) Organic total enrollment declines reflect increased attrition from discontinuation of certain lower margin programs in 2H 2016 Q1 17 Revenue was essentially flat vs. prior year on an organic constant currency(1) basis Q1 17 Adjusted EBITDA increased $8 million or 15% vs. prior year on an organic constant currency(1) basis in part due to timing of expenses as well as better cost controls and increased mix of higher profitability programs. +15% (1) (1) Organic Operations excludes impacts from FX, Acquisitions, and Divestitures Note: Numbers may not foot due to rounding
Capital Structure
Recent Capital Structure Actions In April 2017, the company completed a refinancing of its corporate debt capital structure, extending the maturity wall and reducing our cost of capital The Company entered into a new $1.6 billion term loan facility, maturing in 2024, and a $385 million revolving facility, maturing in 2022 2018 and 2021 term loan facilities have been fully repaid The Company issued $800 million of new Senior Notes due 2025 Senior Notes due 2019 expected to be redeemed on May 31, 2017 (1) 11 ($ in millions) Corporate Debt Maturities (excluding subsidiary and foreign debt) (1) PRE-DEBT REFINANCING POST-DEBT REFINANCING ($ in millions) Excludes $250 million of our 9.25% Senior Notes due 2019 to be converted to shares of our Class A common stock not later than February 7, 2018 (the Exchanged Notes) Represents revolving credit facility, currently undrawn (2) (2) 281 325 606 1,116 1,213 2017 2018 2019 2020 2021 2022 2023 2024 2025 Revolver Term Loan Senior Notes 385 1,600 800 2017 2018 2019 2020 2021 2022 2023 2024 2025 Revolver Term Loan Senior Notes
Pro-Forma Interest Savings Application of IPO proceeds, conversion of Exchanged Notes to Class A common stock, and lower cost of capital on refinanced debt expected to yield approximately $118M in run-rate interest savings Savings to begin in 2H 2017, with full year run-rate realization in 2018 12 Blended current interest rate for Senior Notes due 2019 and Brazil seller note Blended rate assuming interest rate swap effect Interest savings Run-Rate Interest Savings Interest Rates 2H 2017 2018 ($ in millions) Amount Usage Current Refi Rate Timing Savings Savings Mth '17 IPO Proceeds (net) (1) 457 Repay Debt 10.27% N/A June/Sept 18 47 457M x 9.25% 8 Term Loan (2) 1,600 Refinancing 8.50% 6.37% May 17 34 1600M x 2.61% 9 2.13% New Bonds 800 Refinancing 10.00% 8.25% June 7 14 700M x 2.00% 8 1.75% Debt Exchange 250 Convert 10.00% N/A By Feb '18 n/a 25 250M x 9.25% 40 118 1 LIBOR assumed at 1%, blended rate assuming interest rate swap effect 100 11.25% 11.25 357 10.00% 35.7 457 10.27% 46.95
2017 Outlook & Strategic OPERATING Review
Q2 2017 Guidance 14 1 Represents the contribution from France and Switzerland to Revenue and Adjusted EBITDA during 2016 for the second quarter of 2016 2 Based on actual FX rates for April 2017, and current spot FX rates (local currency per US dollar) of MXN 18.80, BRL 3.20, CLP 666.00, PEN 3.24, EUR 0.92 for May Jun 2017. FX impact may change based on fluctuations in currency rates in future periods. Note: An outlook for 2017 net income and reconciliation of the forward-looking 2017 Adjusted EBITDA outlook to net income are not being provided as the company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such outlook and reconciliation.
Laureate Roadmap To Achieve Financial Priorities Focus on free cash flow generation Organic Growth: Rising participation rates and supply/demand balance in key markets Margin Expansion: Scale, EiP and back-office projects Hybridity Expansion: 25% goal of on-line teaching hours by end of 2019 15 2017 Stated Financial Priorities Unique global network to be leveraged Simplify Portfolio: Focus on scalable markets, exit non-scalable markets Streamline Operations: Leverage success of EiP and expand scope for additional efficiency opportunities Innovate: Differentiation for students, best practices for network Accelerator Plan Launched in Q2 2017 Student Differentiation (expected 1-2pts growth) Leading Financial Attributes Expected 150-200bps Addl Margin (end 2018) Faster Integration of M&A (2019+)
Accelerator Plan Launched in Q2 2017 16 10 countries account for ~85% of revenues 15 countries account for ~15% of revenues 8 10 of these 15 countries have potential to reach scale meaningful for Laureate or can be operated as a branch of an existing market Remaining 5 7 countries (1) are unlikely to reach scale meaningful for Laureate in the near term and may be divested Flatter organizational structure Faster decision making Focused execution Differentiation - Leverage unique global network for student outcomes Best practice dissemination Cutting edge education trends These countries have an average revenue of ~$30M and average total enrollment of ~5,000 students Simplify Portfolio Streamline Operations Innovate
4.5% - 6.0% growth on an organic constant currency basis Revenue Company Goals and Expected Impact on Outlook 17 CapEx Note: An outlook for 2017 net income and reconciliation of the forward-looking 2017 Adjusted EBITDA outlook to net income are not being provided as the company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such outlook and reconciliation. 8.0% - 10.0% growth on an organic constant currency basis + 1.0 - 2.0 pts from price/volume 1.5% - 2.0% incremental margin improvement or $75M $100M 2 3 years 2018 run-rate Guidance for 2017 Accelerator Plan Accelerator Ramp-up/Timing Adjusted EBITDA 7.0% - 8.0% of organic constant currency revenue No Change
Appendix
Seasonality: Main Enrollment Intakes Q1 and Q3 are peak intake quarters, but seasonally weak earnings quarters as institutions are largely out of session during the summer season (Q1 in Southern Hemisphere; Q3 in Northern Hemisphere) Q1 represents the large intake for our Southern Hemisphere institutions (Brazil, Peru, Chile) 19 Jan - Feb - Mar Apr - May - Jun Jul - Aug - Sep Oct - Nov - Dec Latin America Mexico Central America 1 Andean Region 2 Brazil Europe AMEA China, India, Malaysia, Thailand Australia, New Zealand, South Africa & Saudi Arabia GPS 1 Comprises Costa Rica, Honduras, and Panama = Classes in session = Primary Intake 2 Comprises Chile and Peru = Secondary Intake Q1 Q2 Q3 Q4
Intra-Year Seasonality Trends Large intake cycles at end of Q1 (Southern Hemisphere) and end of Q3 (Northern Hemisphere) drive seasonality of earnings (Q2 and Q4 are our strongest earnings quarters) 20 Revenue Seasonality Adj. EBITDA Seasonality New Enrollments Seasonality Factors Affecting Seasonality Intake cycles Q1 Southern Hemisphere Q3 Northern Hemisphere Academic calendar FX trends Academic Calendar Academic Calendar
Financial Tables 21 Note: Dollars in millions, except per share amounts, and may not sum to total due to rounding
Financial Tables 22 Note: Dollars in millions, except per share amounts, and may not sum to total due to rounding
Financial Tables 23 Note: Dollars in millions, except per share amounts, and may not sum to total due to rounding
Financial Tables 24 Note: Dollars in millions, except per share amounts, and may not sum to total due to rounding
Financial Tables 25 Note: Dollars in millions, except per share amounts, and may not sum to total due to rounding
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