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)
(August 8, 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 August 8, 2017, Laureate Education, Inc. (the Company) issued an earnings release announcing its financial results for the quarter ended June 30, 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 August 8, 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 |
|
|
|
99.1 |
|
Press release dated August 8, 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. | |
|
|
|
|
By: |
/s/ Eilif Serck-Hanssen |
|
|
Eilif Serck-Hanssen |
|
|
President, Chief Administrative Officer and Chief Financial Officer |
Date: August 8, 2017
Exhibit 99.1
LAUREATE EDUCATION REPORTS SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 2017 FINANCIAL RESULTS
BALTIMORE, MARYLAND - August 8, 2017 - Laureate Education, Inc. (NASDAQ: LAUR), the global leader in higher education, today announced financial results for the second quarter and the six months ended June 30, 2017.
Second Quarter 2017 Highlights (compared to second quarter 2016):
· Revenue increased 4% to $1,277.4 million; up 8% on an organic constant currency basis
· Operating income increased by $33.3 million to $243.9 million, including a $22.8 million one-time charge related to the debt refinancing transactions that were completed during the second quarter of 2017
· Net income for the quarter was $117.1 million, as compared to net income of $349.2 million in the second quarter of 2016, which included a $243.3 million gain in 2016 related to the sale of the Swiss hospitality management schools
· Adjusted EBITDA increased 11% to $341.9 million and, on an organic constant currency basis, Adjusted EBITDA was up 22% excluding the $22.8 million one-time charge associated with our debt refinancing transactions in the second quarter of 2017, and including some favorable timing impacts from class starts
Six Months Ended June 30, 2017 Highlights (compared to six months ended June 30, 2016):
· New enrollments increased 2%
· Total enrollments increased 2%, up 3% excluding asset dispositions made in 2016
· Revenue decreased by $5.0 million to $2,133.4 million; up 6% on an organic constant currency basis
· Operating income decreased by $18.4 million to $181.0 million, due primarily to a $22.8 million one-time charge related to the debt refinancing transactions that were completed during the second quarter of 2017
· Net loss for the six months was $3.3 million, as compared to net income of $246.8 million in the six months ended June 30, 2016, which included a $243.3 million gain in 2016 related to the sale of the Swiss hospitality management schools
· Adjusted EBITDA increased 2% to $390.4 million and, on an organic constant currency basis, Adjusted EBITDA was up 22% excluding the $22.8 million one-time charge associated with our debt refinancing transactions in the second quarter of 2017, and including some favorable timing impacts from class starts
We are pleased to report favorable results for the second quarter of 2017, said Douglas Becker, Laureate founder, chairman, and chief executive officer. The operating momentum in the business demonstrates the quality of our institutions and the committed teams that lead them, all of whom have embraced our initiatives to gain the benefit of our collective scale. The growing global demand for higher education, particularly in emerging markets, positions us well for continued growth in the future.
Second Quarter 2017 Results
Revenue in the second quarter of 2017 was $1,277.4 million, a 4% increase compared to the second quarter of 2016. Operating income increased $33.3 million compared to the second quarter of 2016, including a $22.8 million one-time charge related to the debt refinancing transactions that were completed during the second quarter of 2017. Net income was $117.1 million compared to a net income of $349.2 million in the second quarter of the prior year which included a gain of approximately $243.3 million in the 2016 fiscal quarter related to the sale of the Swiss hospitality management schools. Diluted earnings per share was $0.28 for the second quarter of 2017.
Adjusted EBITDA was $341.9 million in the second quarter of 2017, a 11% increase compared to the second quarter of 2016. On an organic (i.e., excluding acquisitions and asset dispositions) constant currency basis, revenue increased 8% and Adjusted EBITDA increased 22% compared to the second quarter of 2016, excluding the $22.8 million one-time charge associated with our debt refinancing transactions in the second quarter of 2017, and including some favorable timing impacts from class starts.
As disclosed in our Quarterly report on Form 10-Q for the period ended June 30, 2017, effective August 1, 2017, we changed our operating segments in order to realign our segments according to how our chief operating decision maker will now allocate resources and assess performance. The segment changes will result in Laureate increasing its number of operating segments from three operating segments to six operating segments.
The change includes the creation of three operating segments (Brazil, Mexico and Andean & Iberian) from the current LatAm segment. Our institutions in Spain and Portugal (Iberian) will move from the Europe, Middle East, Africa and Asia Pacific (EMEAA) segment and combine with our institutions in Chile and Peru to form the Andean & Iberian segment. In addition, our institutions in Central America, which were previously part of the LatAm segment, will combine with our campus-based institutions in the United States, which were previously part of the Global Products and Services (GPS) segment, to form the Central America and U.S. Campuses segment. The Online & Partnerships segment will consist of the online institutions that were previously part of the GPS segment. In summary, our six operating segments will be as follows:
· Brazil;
· Mexico;
· Andean & Iberian;
· Central America & U.S. Campuses;
· Online & Partnerships; and
· EMEAA.
This change will be reflected in the segment information beginning in the third quarter of 2017, the period in which the change occurred.
Six Months Ended June 30, 2017 Results
New enrollments through year-to-date June 2017, excluding asset dispositions, increased 2% compared to our new enrollment activity through year-to-date June 2016. New enrollment growth reflects favorable performance in all Latin American markets except Chile which was affected by regulatory changes made during 2016 in that market. 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 new enrollments through year-to-date June 2017 as compared to year-to-date June 2016 for those segments. Despite the resulting and planned reduction in new enrollment activity in EMEAA and GPS, both segments show favorable growth in organic constant currency revenue versus prior year-to-date June, reflecting the benefit of this strategic mix shift. Additionally, a summer intake in our GPS segment occurred in early July of 2017 as compared to late June 2016, affecting the year-over-year comparability, therefore we are showing new enrollment activity for the GPS segment on a timing adjusted basis in our table below which shows new enrollment performance.
Total enrollments at June 30, 2017 grew 2% compared to June 30, 2016. Excluding the impact from the divestiture in 2016 of our assets in France and Switzerland, total enrollments at June 30, 2017 increased by 3% compared to June 30, 2016.
For the six months ended June 30, 2017, revenue was $2,133.4 million, a decrease of $5.0 million compared to the fiscal period 2016. Operating income decreased $18.4 million compared to the 2016 fiscal period due primarily to a $22.8 million one-time charge related to the debt refinancing transactions that were completed during the second quarter of 2017. Net loss for the 2017 fiscal period was $3.3 million compared to a net income of $246.8 million in the 2016 fiscal period which included a gain of approximately $243.3 million in the 2016 fiscal period related to the sale of the Swiss hospitality management schools. Diluted loss per share was $(0.71) for the 2017 fiscal period.
Adjusted EBITDA was $390.4 million in the 2017 fiscal period, a 2% increase compared to the 2016 fiscal period. On an organic (i.e., excluding acquisitions and asset dispositions) constant currency basis, revenue increased 6% and Adjusted EBITDA increased 22% compared to the 2016 fiscal period, excluding the $22.8 million one-time charge associated with our debt refinancing transactions in the second quarter of 2017, and including some favorable timing impacts from class starts.
Balance Sheet and Capital Structure
Laureate ended the second quarter of 2017 with $367.2 million of cash on hand and $752.2 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.
On April 15, 2016, the Company entered into note exchange agreements pursuant to which we agreed to exchange $250.0 million in aggregate principal amount of 9.250% Replacement Senior Notes due 2019 for shares of the Companys Class A common stock. On August 2, 2017, we sent notices to the holders of these notes indicating that the closing of the exchange contemplated by these note exchange agreements is expected to be consummated on Friday, August 11, 2017. At closing, these senior notes will be exchanged for a total of 18.7 million shares of the Companys Class A common stock and these senior notes will be canceled.
Outlook for Fiscal 2017
Laureate is updating its financial guidance for full-year 2017, reflecting the inclusion of our accelerator plan and a more favorable currency environment. 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 now expected to have no material year-over-year impact in 2017 for Adjusted EBITDA, and a slightly below 1% favorable impact on Revenue is expected.
Based on the current foreign exchange spot rates(1), Laureate currently 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 $4,345 million to $4,386 million, representing 5.0-6.0% organic (pro forma for asset dispositions in 2016) constant currency growth, and including a benefit of $38 million from foreign currency;
· Adjusted EBITDA in the range of $786 million to $795 million, inclusive of the $22.8 million one-time expense related to our debt refinancing. Excluding the debt refinancing charge, we expect Adjusted EBITDA in the range of $809 million to $818 million representing 8.5%-9.5% organic (pro forma for asset dispositions in 2016) constant currency growth, and including a $10 million to $12 million benefit from our accelerator plan;
· Capex spending at 7% to 8% of revenues to support growth initiatives and ongoing maintenance;
· Total number of shares of Class A common stock outstanding of approximately 223 million, assuming the conversion of the $400 million of shares of Series A Preferred Stock (assuming payment-in-kind dividends), which, when converted, but in no case later than February 7, 2018, will result in up to 36 million shares being issued upon conversion 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 our Series A Preferred Stock.
(1) Based on actual FX rates for January-June 2017, and current spot FX rates (local currency per US dollar) of MXN 17.67, BRL 3.16, CLP 648.00, PEN 3.25, EUR 0.86 for July - 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 5:00 pm 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 August 15, 2017 at 1-855-859-2056 (for U.S.- based callers) and at 1-404-537-3406 (for international callers), conference ID 56726181. 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, including total enrollments, 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 Reports on Form 10-Q filed and 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 |
| ||||||||||||
|
|
YTD 2Q |
|
YTD 2Q |
|
Change |
|
As of |
|
As of |
|
Change |
| ||||
|
|
2017 |
|
2016 |
|
Total |
|
Organic |
|
6/30/2017 |
|
6/30/2016 |
|
Total |
|
Organic |
|
LatAm |
|
258,700 |
|
250,900 |
|
3 |
% |
3 |
% |
857,400 |
|
830,800 |
|
3 |
% |
3 |
% |
EMEAA (1) |
|
18,100 |
|
18,900 |
|
(4 |
)% |
(3 |
)% |
143,400 |
|
142,800 |
|
|
% |
6 |
% |
GPS (1) |
|
19,100 |
|
21,300 |
|
(10 |
)% |
(8 |
)% |
70,100 |
|
74,800 |
|
(6 |
)% |
(6 |
)% |
Laureate |
|
295,900 |
|
291,100 |
|
2 |
% |
2 |
% |
1,070,900 |
|
1,048,400 |
|
2 |
% |
3 |
% |
GPS adjusted (2) |
|
19,100 |
|
20,100 |
|
(5 |
)% |
(2 |
)% |
70,100 |
|
73,600 |
|
(5 |
)% |
(5 |
)% |
(1) Enrollments affected by the sale of two business units in France (EMEAA segment) and Switzerland (GPS segment) during 2016.
(2) GPS adjusted for Walden new enrollment intake timing.
Consolidated Statements of Operations
|
|
For the three months ended |
|
For the six months ended |
| ||||||||||||||
|
|
June 30, |
|
June 30, |
| ||||||||||||||
IN MILLIONS |
|
2017(3) |
|
2016 |
|
Change |
|
2017(3) |
|
2016 |
|
Change |
| ||||||
Revenues |
|
$ |
1,277.4 |
|
$ |
1,231.9 |
|
$ |
45.5 |
|
$ |
2,133.4 |
|
$ |
2,138.4 |
|
$ |
(5.0 |
) |
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Direct costs |
|
942.2 |
|
963.8 |
|
(21.6 |
) |
1,795.5 |
|
1,833.6 |
|
(38.1 |
) | ||||||
General and administrative expenses |
|
91.3 |
|
57.5 |
|
33.8 |
|
156.9 |
|
105.4 |
|
51.5 |
| ||||||
Operating income |
|
243.9 |
|
210.6 |
|
33.3 |
|
181.0 |
|
199.4 |
|
(18.4 |
) | ||||||
Interest income |
|
4.5 |
|
4.1 |
|
0.4 |
|
9.2 |
|
9.9 |
|
(0.7 |
) | ||||||
Interest expense |
|
(99.0 |
) |
(105.8 |
) |
6.8 |
|
(201.6 |
) |
(209.6 |
) |
8.0 |
| ||||||
Loss on debt extinguishment |
|
(6.9 |
) |
(1.7 |
) |
(5.2 |
) |
(8.4 |
) |
(1.7 |
) |
(6.7 |
) | ||||||
Gain (loss) on derivatives |
|
27.0 |
|
2.0 |
|
25.0 |
|
39.1 |
|
(8.8 |
) |
47.9 |
| ||||||
Other (expense) income, net |
|
(0.4 |
) |
(1.3 |
) |
0.9 |
|
0.1 |
|
(1.3 |
) |
1.4 |
| ||||||
Foreign currency exchange (loss) gain, net |
|
(9.7 |
) |
26.3 |
|
(36.0 |
) |
(7.4 |
) |
53.9 |
|
(61.3 |
) | ||||||
(Loss) gain on sales of subsidiaries, net |
|
(0.2 |
) |
243.3 |
|
(243.5 |
) |
(0.2 |
) |
243.3 |
|
(243.5 |
) | ||||||
Income from continuing operations before income taxes and equity in net income of affiliates |
|
159.1 |
|
377.4 |
|
(218.3 |
) |
11.7 |
|
285.1 |
|
(273.4 |
) | ||||||
Income tax expense |
|
(42.0 |
) |
(28.4 |
) |
(13.6 |
) |
(14.9 |
) |
(38.4 |
) |
23.5 |
| ||||||
Equity in net income of affiliates, net of tax |
|
|
|
0.3 |
|
(0.3 |
) |
|
|
|
|
|
| ||||||
Net income (loss) |
|
117.1 |
|
349.2 |
|
(232.1 |
) |
(3.3 |
) |
246.8 |
|
(250.1 |
) | ||||||
Net income attributable to noncontrolling interests |
|
(0.7 |
) |
(1.8 |
) |
1.1 |
|
(3.2 |
) |
(2.6 |
) |
(0.6 |
) | ||||||
Net income (loss) attributable to Laureate Education, Inc. |
|
$ |
116.4 |
|
$ |
347.4 |
|
$ |
(231.0 |
) |
$ |
(6.4 |
) |
$ |
244.2 |
|
$ |
(250.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Accretion of Series A convertible redeemable preferred stock and other redeemable noncontrolling interests and equity |
|
$ |
(69.2 |
) |
$ |
(0.4 |
) |
$ |
(68.8 |
) |
$ |
(108.1 |
) |
$ |
1.1 |
|
$ |
(109.2 |
) |
Net income (loss) available to common stockholders |
|
$ |
47.2 |
|
$ |
347.0 |
|
$ |
(299.8 |
) |
$ |
(114.5 |
) |
$ |
245.3 |
|
$ |
(359.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Basic and diluted earnings (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Basic weighted average shares outstanding |
|
168,591 |
|
133,291 |
|
35,300 |
|
161,620 |
|
133,285 |
|
28,335 |
| ||||||
Dilutive weighted average shares outstanding |
|
168,657 |
|
134,197 |
|
34,460 |
|
161,620 |
|
134,201 |
|
27,419 |
| ||||||
Basic earnings (loss) per share |
|
$ |
0.28 |
|
$ |
2.60 |
|
$ |
(2.32 |
) |
$ |
(0.71 |
) |
$ |
1.84 |
|
$ |
(2.55 |
) |
Diluted earnings (loss) per share |
|
$ |
0.28 |
|
$ |
2.59 |
|
$ |
(2.31 |
) |
$ |
(0.71 |
) |
$ |
1.83 |
|
$ |
(2.54 |
) |
(3) 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 |
|
One- |
|
Acq/Div. |
|
FX |
| |||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
LATAM |
|
$ |
831.1 |
|
$ |
733.3 |
|
13 |
% |
10 |
% |
$ |
97.8 |
|
$ |
75.1 |
|
$ |
|
|
$ |
|
|
$ |
22.7 |
|
EMEAA |
|
245.5 |
|
261.1 |
|
(6 |
)% |
8 |
% |
(15.6 |
) |
18.3 |
|
|
|
(22.8 |
) |
(11.1 |
) | |||||||
GPS |
|
204.6 |
|
241.7 |
|
(15 |
)% |
3 |
% |
(37.1 |
) |
5.1 |
|
|
|
(41.8 |
) |
(0.4 |
) | |||||||
Corporate & Eliminations |
|
(3.8 |
) |
(4.1 |
) |
7 |
% |
7 |
% |
0.3 |
|
0.3 |
|
|
|
|
|
|
| |||||||
Total Revenues |
|
$ |
1,277.4 |
|
$ |
1,231.9 |
|
4 |
% |
8 |
% |
$ |
45.5 |
|
$ |
98.9 |
|
$ |
|
|
$ |
(64.6 |
) |
$ |
11.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
LATAM |
|
$ |
300.0 |
|
$ |
224.1 |
|
34 |
% |
30 |
% |
$ |
75.9 |
|
$ |
66.8 |
|
$ |
|
|
$ |
|
|
$ |
9.1 |
|
EMEAA |
|
52.9 |
|
52.7 |
|
|
% |
16 |
% |
0.2 |
|
7.8 |
|
|
|
(3.2 |
) |
(4.4 |
) | |||||||
GPS |
|
54.8 |
|
65.3 |
|
(16 |
)% |
(3 |
)% |
(10.5 |
) |
(1.6 |
) |
|
|
(9.0 |
) |
0.1 |
| |||||||
Corporate & Eliminations |
|
(65.9 |
) |
(33.9 |
) |
(94 |
)% |
(27 |
)% |
(32.0 |
) |
(9.2 |
) |
(22.8 |
) |
|
|
|
| |||||||
Total Adjusted EBITDA |
|
$ |
341.9 |
|
$ |
308.2 |
|
11 |
% |
22 |
% |
$ |
33.7 |
|
$ |
63.9 |
|
$ |
(22.8 |
) |
$ |
(12.2 |
) |
$ |
4.8 |
|
IN MILLIONS
|
|
|
|
|
|
% Change |
|
$ Variance Components |
| |||||||||||||||||
For the six months |
|
2017 |
|
2016 |
|
Reported |
|
Organic |
|
Total |
|
Organic |
|
One- |
|
Acq/Div. |
|
FX |
| |||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
LATAM |
|
$ |
1,252.6 |
|
$ |
1,137.2 |
|
10 |
% |
8 |
% |
$ |
115.4 |
|
$ |
85.8 |
|
$ |
|
|
$ |
|
|
$ |
29.6 |
|
EMEAA |
|
472.7 |
|
505.1 |
|
(6 |
)% |
8 |
% |
(32.4 |
) |
34.6 |
|
|
|
(46.1 |
) |
(20.9 |
) | |||||||
GPS |
|
412.9 |
|
502.1 |
|
(18 |
)% |
1 |
% |
(89.2 |
) |
5.3 |
|
|
|
(93.6 |
) |
(0.9 |
) | |||||||
Corporate & Eliminations |
|
(4.7 |
) |
(5.9 |
) |
20 |
% |
20 |
% |
1.2 |
|
1.2 |
|
|
|
|
|
|
| |||||||
Total Revenues |
|
$ |
2,133.4 |
|
$ |
2,138.4 |
|
|
% |
6 |
% |
$ |
(5.0 |
) |
$ |
126.9 |
|
$ |
|
|
$ |
(139.7 |
) |
$ |
7.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
LATAM |
|
$ |
264.2 |
|
$ |
203.8 |
|
30 |
% |
33 |
% |
$ |
60.4 |
|
$ |
67.4 |
|
$ |
|
|
$ |
|
|
$ |
(7.0 |
) |
EMEAA |
|
106.3 |
|
107.2 |
|
(1 |
)% |
14 |
% |
(0.9 |
) |
14.2 |
|
|
|
(6.0 |
) |
(9.1 |
) | |||||||
GPS |
|
118.4 |
|
135.0 |
|
(12 |
)% |
6 |
% |
(16.6 |
) |
6.5 |
|
|
|
(23.1 |
) |
|
| |||||||
Corporate & Eliminations |
|
(98.6 |
) |
(63.9 |
) |
(54 |
)% |
(19 |
)% |
(34.7 |
) |
(11.9 |
) |
(22.8 |
) |
|
|
|
| |||||||
Total Adjusted EBITDA |
|
$ |
390.4 |
|
$ |
382.1 |
|
2 |
% |
22 |
% |
$ |
8.3 |
|
$ |
76.3 |
|
$ |
(22.8 |
) |
$ |
(29.1 |
) |
$ |
(16.1 |
) |
(4) 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 and the one-time charge associated with our debt refinancing transactions in the second quarter of 2017.
Consolidated Balance Sheets
IN MILLIONS |
|
June 30, 2017 |
|
December 31, 2016 |
|
Change |
| |||
Assets |
|
|
|
|
|
|
| |||
Cash and cash equivalents |
|
$ |
367.2 |
|
$ |
465.0 |
|
$ |
(97.8 |
) |
Receivables (current), net |
|
499.4 |
|
334.8 |
|
164.6 |
| |||
Other current assets |
|
375.9 |
|
316.0 |
|
59.9 |
| |||
Property and equipment, net |
|
2,208.4 |
|
2,151.6 |
|
56.8 |
| |||
Goodwill and other intangible assets |
|
3,397.8 |
|
3,288.8 |
|
109.0 |
| |||
Other long-term assets |
|
520.9 |
|
506.3 |
|
14.6 |
| |||
Total assets |
|
$ |
7,369.7 |
|
$ |
7,062.5 |
|
$ |
307.2 |
|
|
|
|
|
|
|
|
| |||
Liabilities and stockholders equity |
|
|
|
|
|
|
| |||
Accounts payable and accrued expenses |
|
$ |
622.3 |
|
$ |
695.2 |
|
$ |
(72.9 |
) |
Deferred revenue and student deposits |
|
380.2 |
|
362.9 |
|
17.3 |
| |||
Total long-term debt, including current portion |
|
3,504.3 |
|
3,808.4 |
|
(304.1 |
) | |||
Total due to shareholders of acquired companies, including current portion |
|
215.5 |
|
211.0 |
|
4.5 |
| |||
Other liabilities |
|
942.3 |
|
963.7 |
|
(21.4 |
) | |||
Total liabilities |
|
5,664.6 |
|
6,041.2 |
|
(376.6 |
) | |||
Convertible redeemable preferred stock |
|
232.0 |
|
333.0 |
|
(101.0 |
) | |||
Redeemable noncontrolling interests and equity |
|
25.5 |
|
23.9 |
|
1.6 |
| |||
Total stockholders equity |
|
1,447.6 |
|
664.4 |
|
783.2 |
| |||
Total liabilities and stockholders equity |
|
$ |
7,369.7 |
|
$ |
7,062.5 |
|
$ |
307.2 |
|
Consolidated Statements of Cash Flows
|
|
For the six months ended June 30, |
| |||||||
IN MILLIONS |
|
2017 |
|
2016 |
|
Change |
| |||
Cash flows from operating activities |
|
|
|
|
|
|
| |||
Net (loss) income |
|
$ |
(3.3 |
) |
$ |
246.8 |
|
$ |
(250.1 |
) |
Depreciation and amortization |
|
131.5 |
|
135.9 |
|
(4.4 |
) | |||
Loss (gain) on sale of subsidiary and disposal of property and equipment |
|
1.9 |
|
(243.3 |
) |
245.2 |
| |||
(Gain) loss on derivative instruments |
|
(39.4 |
) |
7.9 |
|
(47.3 |
) | |||
Loss on debt extinguishment |
|
8.4 |
|
1.7 |
|
6.7 |
| |||
Payment of redemption and call premiums and fees on debt modification |
|
(65.2 |
) |
|
|
(65.2 |
) | |||
Unrealized foreign currency exchange loss (gain) |
|
11.8 |
|
(58.7 |
) |
70.5 |
| |||
Income tax receivable/payable, net |
|
(21.9 |
) |
|
|
(21.9 |
) | |||
Working capital, excluding tax accounts |
|
(338.3 |
) |
(253.2 |
) |
(85.1 |
) | |||
Other non-cash adjustments |
|
108.6 |
|
99.5 |
|
9.1 |
| |||
Net cash used in operating activities |
|
(205.7 |
) |
(63.4 |
) |
(142.3 |
) | |||
Cash flows from investing activities |
|
|
|
|
|
|
| |||
Purchase of property and equipment |
|
(86.8 |
) |
(86.2 |
) |
(0.6 |
) | |||
Expenditures for deferred costs |
|
(8.2 |
) |
(8.8 |
) |
0.6 |
| |||
Receipts from sale of subsidiary and property and equipment |
|
1.0 |
|
340.1 |
|
(339.1 |
) | |||
Investing other, net |
|
(1.6 |
) |
(17.5 |
) |
15.9 |
| |||
Net cash used in investing activities |
|
(95.7 |
) |
227.7 |
|
(323.4 |
) | |||
Cash flows from financing activities |
|
|
|
|
|
|
| |||
(Decrease) increase in long-term debt, net |
|
(304.7 |
) |
(214.3 |
) |
(90.4 |
) | |||
Payments of deferred purchase price for acquisitions |
|
(6.3 |
) |
(7.7 |
) |
1.4 |
| |||
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 |
|
456.6 |
|
|
|
456.6 |
| |||
Payments of debt issuance costs |
|
(11.2 |
) |
(1.4 |
) |
(9.8 |
) | |||
Financing other, net |
|
(1.2 |
) |
(27.8 |
) |
26.6 |
| |||
Net cash (used in) provided by financing activities |
|
188.4 |
|
(251.3 |
) |
439.7 |
| |||
Effects of exchange rate changes on cash |
|
15.1 |
|
14.4 |
|
0.7 |
| |||
Change in cash included in current assets held for sale |
|
|
|
(1.3 |
) |
1.3 |
| |||
Net change in cash and cash equivalents |
|
(97.8 |
) |
(73.9 |
) |
(23.9 |
) | |||
Cash and cash equivalents at beginning of period |
|
465.0 |
|
458.7 |
|
6.3 |
| |||
Cash and cash equivalents at end of period |
|
$ |
367.2 |
|
$ |
384.8 |
|
$ |
(17.6 |
) |
Liquidity (including Undrawn Revolver) |
|
$ |
752.2 |
|
$ |
651.3 |
|
$ |
100.9 |
|
Non-GAAP Reconciliation
|
|
For the three months ended |
|
For the six months ended |
| ||||||||||||||
|
|
June 30, |
|
June 30, |
| ||||||||||||||
IN MILLIONS |
|
2017 |
|
2016 |
|
Change |
|
2017 |
|
2016 |
|
Change |
| ||||||
Net income (loss) |
|
$ |
117.1 |
|
$ |
349.2 |
|
$ |
(232.1 |
) |
$ |
(3.3 |
) |
$ |
246.8 |
|
$ |
(250.1 |
) |
Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Equity in net income of affiliates, net of tax |
|
|
|
(0.3 |
) |
0.3 |
|
|
|
|
|
|
| ||||||
Income tax expense |
|
42.0 |
|
28.4 |
|
13.6 |
|
14.9 |
|
38.4 |
|
(23.5 |
) | ||||||
Income from continuing operations before income taxes and equity in net income of affiliates |
|
159.1 |
|
377.4 |
|
(218.3 |
) |
11.7 |
|
285.1 |
|
(273.4 |
) | ||||||
Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Loss (gain) on sale of subsidiaries, net |
|
0.2 |
|
(243.3 |
) |
243.5 |
|
0.2 |
|
(243.3 |
) |
243.5 |
| ||||||
Foreign currency exchange loss (gain), net |
|
9.7 |
|
(26.3 |
) |
36.0 |
|
7.4 |
|
(53.9 |
) |
61.3 |
| ||||||
Other expense (income), net |
|
0.4 |
|
1.3 |
|
(0.9 |
) |
(0.1 |
) |
1.3 |
|
(1.4 |
) | ||||||
(Gain) loss on derivatives |
|
(27.0 |
) |
(2.0 |
) |
(25.0 |
) |
(39.1 |
) |
8.8 |
|
(47.9 |
) | ||||||
Loss on debt extinguishment |
|
6.9 |
|
1.7 |
|
5.2 |
|
8.4 |
|
1.7 |
|
6.7 |
| ||||||
Interest expense |
|
99.0 |
|
105.8 |
|
(6.8 |
) |
201.6 |
|
209.6 |
|
(8.0 |
) | ||||||
Interest income |
|
(4.5 |
) |
(4.1 |
) |
(0.4 |
) |
(9.2 |
) |
(9.9 |
) |
0.7 |
| ||||||
Operating income |
|
243.9 |
|
210.6 |
|
33.3 |
|
181.0 |
|
199.4 |
|
(18.4 |
) | ||||||
Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Depreciation and amortization |
|
67.0 |
|
69.7 |
|
(2.7 |
) |
131.5 |
|
135.9 |
|
(4.4 |
) | ||||||
EBITDA |
|
310.9 |
|
280.3 |
|
30.6 |
|
312.5 |
|
335.3 |
|
(22.8 |
) | ||||||
Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Share-based compensation expense (a) |
|
12.9 |
|
13.7 |
|
(0.8 |
) |
35.3 |
|
20.9 |
|
14.4 |
| ||||||
Loss on impairment of assets |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
EiP implementation expenses (b) |
|
18.1 |
|
14.2 |
|
3.9 |
|
42.6 |
|
25.9 |
|
16.7 |
| ||||||
Adjusted EBITDA |
|
$ |
341.9 |
|
$ |
308.2 |
|
$ |
33.7 |
|
$ |
390.4 |
|
$ |
382.1 |
|
$ |
8.3 |
|
(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
Second Quarter 2017 Earnings Presentation August 8, 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, including total enrollments, 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 filed with the SEC on May 11, 2017, and our Quarterly Report on Form 10-Q to be filed with the SEC on the date of this presentation 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.
Q2 2017 PERFORMANCE HIGHLIGHTS
Q2 and YTD Q2 2017 Financial Performance Highlights 4 Total Enrollment: 1,070,900 3% organic growth vs. June 30, 2016 New Enrollment: 295,900 2% organic growth vs. YTD Q2 2016 Revenue $2,133M +6% Organic constant currency growth (1) Adj. EBITDA $390M +22% Organic constant currency growth (1) YTD 2017 Revenue $1,277M +8% Organic constant currency growth (1) Adj. EBITDA $342M +22% Organic constant currency growth (1) 2nd Quarter 2017 Organic Operations excludes impacts from FX, Divestitures and one-time expense associated with debt refinancing Note: For Adjusted EBITDA, please refer to the EBITDA reconciliation as shown on our Quarterly Report on Form 10-Q
New Segment Reporting New organization structure created to enable a more streamlined and efficient operating model GPS LATAM EMEAA ONLINE & PARTNERSHIPS CENTRAL AMERICA & U.S. CAMPUSES MEXICO BRAZIL ANDEAN & IBERIAN EMEAA Online & Partnerships U.S. Campus Based Operations Costa Rica, Panama, Honduras Chile, Peru Rest of EMEAA Spain, Portugal Brazil Mexico
YTD Q2 Enrollment by Segment New Enrollments for YTD Q2 2017 increased 2% and Total Enrollments grew 3% versus Q2 2016 on an organic basis (excluding 2016 divestitures(1)) The primary driver of GPS decline in new enrollment was an online calendar shift that pushed a start period from June to July 6 The divestiture of our Swiss institutions was completed in June 2016, and in July 2016 we completed the divestiture of our French institutions GPS adjusted for Walden new enrollment intake timing New Enrollments Total Enrollments YTD Q2 2017 YTD Q2 2016 B/(W) YoY As of 6/30/2017 As of 6/30/2016 B/(W) YoY Total Organic Total Organic LatAm 258,700 250,900 3% 3% 857,400 830,800 3% 3% EMEAA 18,100 18,900 (4%) (3%) 143,400 142,800 0% 6% GPS 19,100 21,300 (10%) (8%) 70,100 74,800 (6%) (6%) GPS Adjusted 2 19,100 20,100 (5%) (2%) 70,100 73,600 (5%) (5%) Laureate 295,900 291,100 2% 2% 1,070,900 1,048,400 2% 3%
Q2 17 vs. Q2 16 Revenue & Adj. EBITDA Bridges Total Company 7 Second quarter results favorably impacted by year-over-year timing related to shift in timing of classes in Chile in 2016 Q2 17 Revenue of $1,277 million increased 4% vs. Q2 16 on a reported basis On an organic constant currency(1) basis and adjusted for the 2016 class disruption from the Chile nationwide student protest, Q2 17 Revenue increased 6% timing adjusted Q2 17 Adjusted EBITDA increased 11% versus Q2 16 on a reported basis On an organic constant currency(1) basis and adjusted for 2016 Chile class disruption timing, Q2 17 Adjusted EBITDA increased 11% Q2 17 vs. Q2 16 Laureate Revenue Bridge Q2 17 Performance Highlights Q2 17 vs. Q2 16 Laureate Adj. EBITDA Bridge Organic Operations excludes impacts from FX, Divestitures and one-time expense associated with debt refinancing Note: Numbers may not foot due to rounding, For Adjusted EBITDA, please refer to the EBITDA reconciliation as shown on our Quarterly Report on Form 10-Q +3% ($ in USD millions) ($ in USD millions) (1) (1) +8% +22% +$68.9M or +6%, adjusted for $30M timing shift due to 2016 Chile class disruption +$33.9M or +11%, adjusted for $30M timing shift due to 2016 Chile class disruption $308.2 $63.9 $4.8 $(12.2) $(22.8) $341.9 Q2 '16 Adj. EBITDA Organic Growth FX Divestitures (France/Switz.) Debt Refinancing Cost (One Time) Q2 '17 Adj. EBITDA $1,231.9 $98.9 $11.2 $(64.6) $1,277.4 Q2 '16 Revenue Organic Growth FX Divestitures (France/Switz.) Q2 '17 Revenue
YTD Q2 17 vs. 16 Revenue & Adj. EBITDA Bridges Total Company 8 First half of 2017 shows solid performance in revenue and Adjusted EBITDA, with results favorably impacted by year-over-year timing shifts related to class starts and timing of expenses YTD Q2 17 Revenue of $2,133 million essentially flat vs. YTD Q2 16 on a reported basis On an organic constant currency(1) basis and adjusted for the 2016 class disruption from the Chile nationwide student protest offset by the 2017 delay in Peru class starts due to flooding, YTD Q2 17 Revenue increased 5% YTD Q2 17 Adjusted EBITDA increased 2% versus YTD Q2 16 on a reported basis On an organic constant currency(1) basis and adjusted for 2016 Chile class disruption and 2017 Peru flood timing, YTD Q2 17 Adjusted EBITDA increased 16% YTD Q2 17 vs. YTD Q2 16 Laureate Revenue Bridge YTD Q2 17 Performance Highlights YTD 17 vs. YTD Q2 16 Laureate Adj. EBITDA Bridge +3% ($ in USD millions) ($ in USD millions) (1) (1) +6% +22% +$108.8M or +5%, adjusted for $30M timing shift due to 2016 Chile class disruption and ($11.9M) timing due to 2017 Peru flood +$58.2M or +16%, adjusted for $30M timing shift due to 2016 Chile class disruption and ($11.9M) timing due to 2017 Peru flood Organic Operations excludes impacts from FX, Divestitures and one-time expense associated with debt refinancing Note: Numbers may not foot due to rounding, For Adjusted EBITDA, please refer to the EBITDA reconciliation as shown on our Quarterly Report on Form 10-Q $382.1 $76.3 $(16.1) $(29.1) $(22.8) $390.4 YTD '16 Adj. EBITDA Organic Growth FX Divestitures (France/Switz.) Debt Refinancing Cost (One Time) YTD '17 Adj. EBITDA $2,138.4 $126.9 $7.8 $(139.7) $2,133.4 YTD '16 Revenue Organic Growth FX Divestitures (France/Switz.) YTD '17 Revenue
Q2 17 vs. Q2 16 Revenue & Adj. EBITDA Bridges LatAm Segment 9 Q2 17 vs. Q2 16 Revenue Bridge Q2 17 Performance Highlights Q2 17 vs. Q2 16 Adj. EBITDA Bridge +3% +17% ($ in USD millions) ($ in USD millions) Q2 17 Revenue increased $45 million or 6% vs. prior year on an organic constant currency(1) basis when adjusted for the 2016 Chile class disruption Q2 17 Adjusted EBITDA increased 16% vs. prior year on an organic constant currency(1) basis when adjusted for the 2016 Chile class disruption +10% +30% (1) (1) Organic Operations excludes impact from FX Note: Numbers may not foot due to rounding +$45.1M or +6%, adjusted for $30M timing shift due to 2016 Chile class disruption +$36.8M or +16%, adjusted for $30M timing shift due to 2016 Chile class disruption $224.1 $66.8 $9.1 $300.0 Q2 '16 Adj. EBITDA Organic Growth FX Q2 '17 Adj. EBITDA $733.3 $75.1 $22.7 $831.1 Q2 '16 Revenue Organic Growth FX Q2 '17 Revenue
YTD Q2 17 vs. 16 Revenue & Adj. EBITDA Bridges LatAm Segment 10 YTD Q2 17 vs. YTD Q2 16 Revenue Bridge YTD Q2 17 Performance Highlights YTD Q2 17 vs. YTD Q2 16 Adj. EBITDA Bridge +3% +17% ($ in USD millions) ($ in USD millions) YTD Q2 17 LatAm New Enrollments and Total Enrollments both increased 3% as compared to Q2 16 Growth in all markets except Chile which was down slightly due to regulatory changes made in that market in 2016 YTD Q2 17 Revenue increased 6% vs. prior year on an organic constant currency(1) basis when adjusted for 2016 Chile class disruption and 2017 Peru flood timing YTD Q2 17 Adjusted EBITDA increased 24% vs. prior year on an organic constant currency(1) basis when adjusted for 2016 Chile class disruption and 2017 Peru flood timing; results also favorably impacted by other timing of expenses (1) (1) Organic Operations excludes impact from FX Note: Numbers may not foot due to rounding +33% +8% +$67.7M or +6%, adjusted for $30M timing shift due to 2016 Chile class disruption and ($11.9M) Peru flood timing +$49.3M or +24%, adjusted for $30M timing shift due to 2016 Chile class disruption and ($11.9M) Peru flood timing $1,137.2 $85.8 $29.6 $1,252.6 YTD '16 Revenue Organic Growth FX YTD '17 Revenue $203.8 $67.4 $(7.0) $264.2 YTD '16 Adj. EBITDA Organic Growth FX YTD '17 Adj. EBITDA
Q2 17 vs. Q2 16 Revenue & Adj. EBITDA Bridges EMEAA Segment 11 Q2 17 vs. Q2 16 Revenue Bridge Q2 17 Performance Highlights Q2 17 vs. Q2 16 Adj. EBITDA Bridge ($ in USD millions) ($ in USD millions) Q2 17 Revenue increased $18 million or 8% vs. prior year on an organic constant currency(1) basis Q2 17 Adjusted EBITDA increased $8 million or 16% 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. +8% +16% (1) (1) Organic Operations excludes impacts from FX and Divestitures Note: Numbers may not foot due to rounding $261.1 $18.3 $(11.1) $(22.8) $245.5 Q2 '16 Revenue Organic Growth FX Divestiture (France) Q2 '17 Revenue $52.7 $7.8 $(4.4) $(3.2) $52.9 Q2 '16 Adj. EBITDA Organic Growth FX Divestiture (France) Q2 '17 Adj. EBITDA
YTD Q2 17 vs.16 Revenue & Adj. EBITDA Bridges EMEAA Segment 12 YTD Q2 17 vs. YTD Q2 16 Revenue Bridge YTD Q2 17 Performance Highlights YTD Q2 17 vs. YTD Q2 16 Adj. EBITDA Bridge +3% ($ in USD millions) ($ in USD millions) YTD Q2 17 EMEAA New Enrollments decreased (3%) while Total Enrollments increased 6%, on an organic basis (excluding the divestiture of our French institutions) Organic new enrollment declines reflect the continued planned shift in certain markets to longer length of stay and higher revenue per student markets YTD Q2 17 Revenue increased $35 million or 8% vs. prior year on an organic constant currency(1) basis YTD Q2 17 Adjusted EBITDA increased $14 million or 14% vs. prior year on an organic constant currency(1) basis The strong margin improvement was generated by scaling our platforms in that region, as well as exiting lower contribution programs in certain markets. (1) (1) Organic Operations excludes impacts from FX and Divestitures Note: Numbers may not foot due to rounding +8% +14% $107.2 $14.2 $(9.1) $(6.0) $106.3 YTD '16 Adj. EBITDA Organic Growth FX Divestiture (France) YTD '17 Adj. EBITDA $505.1 $34.6 $(20.9) $(46.1) $472.7 YTD '16 Revenue Organic Growth FX Divestiture (France) YTD '17 Revenue
Q2 17 vs. Q2 16 Revenue & Adj. EBITDA Bridges GPS Segment 13 Q2 17 vs. Q2 16 Revenue Bridge Q2 17 Performance Highlights Q2 17 vs. Q2 16 Adj. EBITDA Bridge +3% ($ in USD millions) ($ in USD millions) Q2 17 Revenue increased $5 million or 3% vs. prior year on an organic constant currency(1) basis Q2 17 Adjusted EBITDA decreased slightly by $2 million or (3%) vs. prior year on an organic constant currency(1) basis in part due to timing of expenses with Q1 2017 (1) (1) Organic Operations excludes impacts from FX and Divestitures Note: Numbers may not foot due to rounding +3% (3%) $65.3 $(1.6) $0.1 $(9.0) $54.8 Q2 '16 Adj. EBITDA Organic Growth FX Divestiture (Switz.) Q2 '17 Adj. EBITDA $241.7 $5.1 $(0.4) $(41.8) $204.6 Q2 '16 Revenue Organic Growth FX Divestiture (Switz.) Q2 '17 Revenue
YTD Q2 17 vs. 16 Revenue & Adj. EBITDA Bridges GPS Segment 14 YTD Q2 17 vs. YTD Q2 16 Revenue Bridge YTD Q2 17 Performance Highlights YTD Q2 17 vs. YTD Q2 16 Adj. EBITDA Bridge +3% +17% ($ in USD millions) ($ in USD millions) YTD Q2 17 New Enrollment decreased (2%) and Total Enrollments decreased (5%), respectively, vs. prior year on an organic basis (excluding the divestiture of our Swiss institutions and adjusted for timing of intakes) Organic enrollment declines reflect increased attrition from discontinuation of certain lower margin programs in 2H 2016 and a timing shift in the intake at Walden from Q2 to Q3 2017 YTD Q2 17 Revenue increased $5 million or 1% vs. prior year on an organic constant currency(1) basis YTD Q2 17 Adjusted EBITDA increased $7 million or 6% vs. prior year on an organic constant currency(1) reflecting tight expense management and favorable product mix (1) (1) Organic Operations excludes impacts from FX and Divestitures Note: Numbers may not foot due to rounding +1% +6% $502.1 $5.3 $(0.9) $(93.6) $412.9 YTD '16 Revenue Organic Growth FX Divestiture (Switz.) YTD '17 Revenue $135.0 $6.5 $ - $(23.1) $118.4 YTD '16 Adj. EBITDA Organic Growth FX Divestiture (Switz.) YTD '17 Adj. EBITDA
ACCELERATOR PLAN
Accelerator Plan 16 Asset Sales Process underway to exit 5 - 7 markets in EMEAA that are deemed unlikely to reach a scale that will be meaningful for Laureate Expected indicative and final offers in Q4 2017 with closings in Q1 2018 2017 pro-forma revenue impact of approx. $200M - $250M with expected EBITDA margin of ~10% to 15% Streamlining Cost Structure & Technology Investments Initiative expected to deliver $75M - $100M of run-rate savings by year-end of 2018 Flattening of the organization structure expected to yield quick payback Technology implementation has a longer lead time September October August July June November May Marketing process and indicative offers Finalize selection of markets for potential sale Draft Information Memorandum Final offers Final negotiations Sign & Close December Engage bankers for sale process January February March Prepare and send out teasers 1 2 3 4 5 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Total Investment of $100M - $125M Total Annual Savings of $75M - $100M $40M - $50M Estimated Run-Rate Savings ($35M - $40M) $75M - $100M ($10M - $15M) 2017 2018 Estimated Restructuring/Severance Cost $10M - $12M Estimated Reported Savings $50M - $60M ($15M - $20M) ($30M - $35M) Estimated EiP Wave 2 Tech-enablement $75M - $100M N.M. 2019 $75M - $100M ($10M - $15M)
2017 Outlook
FY 2017 Updated Guidance 18 Represents the contribution from France and Switzerland to Revenue and Adjusted EBITDA during 2016 Based on actual FX rates for Jan Jun 2017, and current spot FX rates (local currency per U.S. dollar) of MXN 17.67, BRL 3.16, CLP 648.00, PEN 3.25, EUR 0.86 for Jul Dec 2017. FX impact may change based on fluctuations in currency rates in future periods Note: An outlook for 2017 net income and reconciliation of the forward-looking 2017 Adjusted EBITDA outlook to net income are not being provided as the company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such outlook and reconciliation. Total Enrollments: reiterate 2.0% - 3.5% organic growth Revenue: increasing bottom end of the range; 5.0% - 6.0% growth on an organic constant currency basis Adjusted EBITDA: with H1 2017 completed, narrowing the range to 8.5% - 9.5% growth on an organic constant currency basis; plus incremental uplift from accelerator plan FX: tailwinds slightly benefiting outlook Capex: reiterate 7.0% - 8.0% of organic constant currency revenue ($ millions, rounded) Revenue Adjusted EBITDA Prior Guidance Revised Guidance Prior Guidance Revised Guidance 2016 Reported Results $4,244 $4,244 $766 $766 2016 Asset Dispositions (1) ($142) ($142) ($27) ($27) PF 2016 Baseline $4,102 $4,102 $739 $739 2017 Forecasted Constant Currency Growth $185 - $246 $205 - $246 $59 - $74 $63 - $70 % organic constant currency growth 4.5% - 6.0% 5.0% - 6.0% 8.0% - 10.0% 8.5% - 9.5% FX Impact y-o-y (2) n.m. $38 ($9) ($3) Accelerator Plan - - - $10 -$12 2017 Guidance @spot FX (ex-Debt Refi charges) $4,287 - $4,348 $4,345 - $4,386 $789 - $804 $809 - $818 Debt Refinancing Cost (One-time) - - - ($23) 2017 Expected Reported $4,287 - $4,348 $4,345 - $4,386 $789 - $804 $786 - $795
Q3 2017 Guidance Q3 2017 revenue is expected to only show modest year-over-year growth, unfavorably impacted by the Q3 2016 shift of classes due to the Chile nationwide student protest in Q2 2016 Q3 2017 Adjusted EBITDA is expected to be down year-over-year due to the 2016 make-up of classes in Chile as well as the catch-up of expenses from first half of the year 19 Represents the contribution from France to Revenue and Adjusted EBITDA during 2016 for the third quarter of 2016 Based on current spot FX rates (local currency per U.S. dollar) of MXN 17.67, BRL 3.16, CLP 648.00, PEN 3.25, EUR 0.86 for Jul Sep 2017. FX impact may change based on fluctuations in currency rates in future periods Note: An outlook for 2017 net income and reconciliation of the forward-looking 2017 Adjusted EBITDA outlook to net income are not being provided as the company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such outlook and reconciliation. ($ millions, rounded) Revenue Adjusted EBITDA 3Q 2016 Reported Results $930 $99 2016 Divestitures Impact for 3Q 2016 (1) ($2) $2 PF 3Q 2016 Baseline $927 $101 3Q 2017 Forecasted Constant Currency Growth Including Timing/Seasonality $22 - $41 ($45) - ($27) FX Impact y-o-y (2) $12 $2 Accelerator Plan n.a. $3 - $1 3Q 2017 Guidance @spot FX $961 - $980 $61 - $77
Other updates
Capital Structure Share Count Share Count and Capital Structure 21 Following the refinancing of the corporate debt during the second quarter, on August 2, 2017 Laureate notified the holders of the 9.25% Replacement Senior Notes due 2019 that the conditions precedent had been met and that the remaining outstanding 9.25% Replacement Senior Notes due 2019 would be exchanged for shares of Class A common stock The conversion will result in 18.7M additional shares of Class A common stock that will be issued to the holders of 9.25% Replacement Senior Notes due 2019 on August 11, 2017 Following the refinancing of the Corporate debt in April of this year, the Company is actively engaged in a hedging strategy to better match its currencies of debt liabilities and cash flow producing markets The Company is targeting to swap $400M+ of Corporate U.S. dollar (USD) denominated debt into local currency debt either through local borrowing (used to repay USD debt) or synthetic hedging instruments Local banks have been engaged and we anticipate completion of the project before year-end
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 represents the large intake for our Southern Hemisphere institutions (Brazil, Peru, Chile) Q3 represents the large intake for our Northern Hemisphere institutions (Mexico, US, Europe, AMEA) 23
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) 24 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 25 Note: Dollars in millions, except per share amounts, and may not sum to total due to rounding Financial Tables Consolidated Statements of Operations For the three months ended For the six months ended June 30, June 30, IN MILLIONS 2017(3) 2016 Change 2017(3) 2016 Change Revenues $ 1,277.4 $ 1,231.9 $ 45.5 $ 2,133.4 $ 2,138.4 $ (5.0) Cost and expenses: Direct Costs 942.2 963.8 (21.6) 1,795.5 1,833.6 (38.1) General and administrative expenses 91.3 57.5 33.8 156.9 105.4 51.5 Operating income 243.9 210.6 33.3 181.0 199.4 (18.4) Interest income 4.5 4.1 0.4 9.2 9.9 (0.7) Interest expense (99.0) (105.8) 6.8 (201.6) (209.6) 8.0 Loss on debt extinguishment (6.9) (1.7) (5.2) (8.4) (1.7) (6.7) Gain (loss) on derivatives 27.0 2.0 25.0 39.1 (8.8) 47.9 Other (expense) income, net (0.4) (1.3) 0.9 0.1 (1.3) 1.4 Foreign currency exchange (loss) gain, net (9.7) 26.3 (36.0) (7.4) 53.9 (61.3) (Loss) gain on sales of subsidiaries, net (0.2) 243.3 (243.5) (0.2) 243.3 (243.5) Income from continuing operations before income taxes and equity in net income of affiliates 159.1 377.4 (218.3) 11.7 285.1 (273.4) Income tax expense (42.0) (28.4) (13.6) (14.9) (38.4) 23.5 Equity in net income of affiliates, net of tax - 0.3 (0.3) - - - Net income (loss) 117.1 349.2 (232.1) (3.3) 246.8 (250.1) Net income attributable to noncontrolling interests (0.7) (1.8) 1.1 (3.2) (2.6) (0.6) Net income (loss) attributable to Laureate Education, Inc. $ 116.4 $ 347.4 $ (231.0) $ (6.4) $ 244.2 $ (250.6) Accretion of series A convertible redeemable Preferred stock and other redeemable noncontrolling interests and equity $ (69.2) $ ((0.4) $ (68.8) $ (108.1) $ 1.1 $ (109.2) Net income (loss) available to common Stockholders $ 47.2 $ 347.0 $ (299.8) $(114.5) $ 245.3 $ (359.8) Basic and diluted earnings (loss) per share: Basic weighted average shares outstanding 168,591 133,291 35,300 161,620 133,285 28,335 Dilutive weighted average shares outstanding 168,657 134,197 34,460 161,620 134,201 27,419 Basic earnings (loss) per share $ 0.28 $ 2.60 $ (2.32) $ (0.71) $ (1.84) $ (2.55) Diluted earnings (loss) per share $ 0.28 $ 2.59 $ (2.31) $ (0.71) $ 1.83 $ (2.54) (3)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.
Financial Tables 26 Note: Dollars in millions, except per share amounts, and may not sum to total due to rounding Revenue and Adjusted EBITDA by segment IN MILLIONS % Change $ Variance Components For the quarter ended June 30, 2017 2016 Reported Organic Constant Currency(4) Total Organic Constant Currency One time items Acq/Div. FX Revenues LATAM $ 831.1 $ 733.3 13% 10% $ 97.8 $ 75.1 $ $ $ 22.7 EMEAA 245.5 261.1 (6)% 8% (15.6) 18.3 (22.8) (11.1) GPS 204.6 241.7 (15)% 3% (37.1) 5.1 (41.8) (0.4) Corporate & Eliminations (3.8) (4.1) 7% 7% 0.3 0.3 Total Revenues $ 1,277.4 $ 1,231.9 4% 8% $ 45.5 $ 98.9 $ $ (64.6) $ 11.2 Adjusted EBITDA LATAM $ 300.0 $ 224.1 34% 30% $ 75.9 $ 66.8 $ $ $ 9.1 EMEAA 52.9 52.7 % 16% 0.2 7.8 (3.2) (4.4) GPS 54.8 65.3 (16)% (3)% (10.5) (1.6) (9.0) 0.1 Corporate & Eliminations (65.9) (33.9) (94)% (27)% (32.0) (9.2) (22.8) Total Adjusted EBITDA $ 341.9 $ 308.2 11% 22% $ 33.7 $ 63.9 $ (22.8) $ (12.2) $ 4.8 IN MILLIONS % Change $ Variance Components For the six months ended June 30, 2017 2016 Reported Organic Constant Currency(4) Total Organic Constant Currency One time items Acq/Div. FX LATAM $ 1,252.6 $ 1,137.2 10% 8% $ 115.4 $ 85.8 $ $ $ 29.6 EMEAA 472.7 505.1 (6)% 8% (32.4) 34.6 (46.1) (20.9) GPS 412.9 502.1 (18)% 1% (89.2) 5.3 (93.6) (0.9) Corporate & Eliminations (4.7) (5.9) 20% 20% 1.2 1.2 Total Revenues $ 2,133.4 $ 2,138.4 % 6% $ (5.0) $ 126.9 $ $ (139.7) $ 7.8 Adjusted EBITDA LATAM $ 264.2 $ 203.8 30% 33% $ 60.4 $ 67.4 $ $ $ (7.0) EMEAA 106.3 107.2 (1)% 14% (0.9) 14.2 (6.0) (9.1) GPS 118.4 135.0 (12)% 6% (16.6) 6.5 (23.1) Corporate & Eliminations (98.6) (63.9) (54)% (19)% (34.7) (11.9) (22.8) Total Adjusted EBITDA $ 390.4 $ 382.1 2% 22% $ 8.3 $ 76.3 $ (22.8) $ (29.1) $ (16.1) (4) 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 and the one-time charge associated with our debt refinancing transactions in the second quarter of 2017. Revenues
Financial Tables 27 Note: Dollars in millions, except per share amounts, and may not sum to total due to rounding Financial Tables Consolidated Balance Sheets IN MILLIONS June 30, 2017 December 31, 2016 Change Assets Cash and cash equivalents $ 367.2 $ 465.0 $ (97.8) Receivables (current), net 499.4 334.8 164.6 Other current assets 375.9 316.0 59.9 Property and equipment, net 2,208.4 2,151.6 56.8 Goodwill and other intangible assets 3,397.8 3,288.8 109.0 Other long-term assets 520.9 506.3 14.6 Total assets $ 7,369.7 $ 7,062.5 $ 307.2 Liabilities and stockholders equity Accounts payable and accured expenses $ 622.3 $ 695.2 $ (72.9) Deferred revenue and student deposits 380.2 362.9 17.3 Total long-term debt, including current position 3,504.3 3,808.4 (304.1) Total due to shareholders of acquired companies, Including current portion 215.5 211.0 4.5 Other liabilities 942.3 963.7 (21.4) Total liabilities 5,664.6 6,041.2 (376.6) Convertible redeemable preferred stock 232.0 333.0 (101.0) Redeemable noncontrolling interests and equity 25.5 23.9 1.6 Total stockholders equity 1,447.6 664.4 783.2 Total liabilities and stockholders equity $7,369.7 $ 7,062.5 $ 307.2
Financial Tables 28 Note: Dollars in millions, except per share amounts, and may not sum to total due to rounding Financial Tables Consolidated Statements of Cash Flows IN MILLIONS For the six months ended June 30, 2017 2016 Change Cash flows from operating activities: Net (loss) income $(3.3) $246.8 $(250.1) Depreciation and amortization 131.5 135.9 (4.4) Loss (gain) on sale of subsidiary and disposal of property and equipment 1.9 (243.3) 245.2 (Gain) loss on derivative instruments (39.4) 7.9 (47.3) Loss on debt extinguishment 8.4 1.7 6.7 Payment of redemption and call premiums and fees on debt modification (65.2) (65.2) Unrealized foreign currency exchange loss (gain) 11.8 (58.7) 70.5 Income tax receivable/payable, net (21.9) (21.9) Working capital, excluding tax accounts (338.5) (253.2) (85.1) Other non-cash adjustments 108.6 99.5 9.1 Net cash used in operating activities (205.7) (63.4) (142.3) Cash flows from investing activities Purchase of property and equipment (86.8) (86.2) (0.6) Expenditures for deferred costs (8.2) (8.8) 0.6 Receipts from sale of subsidiary and property and equipment 1.0 340.1 (339.1) Investing other, net (1.6) (17.5) 15.9 Net cash used in investing activities (95.7) 227.7 (323.4) Cash flows from financing activities (Decrease) increase in long-term debt, net (304.7) (214.3) (90.4) Payments of deferred purchase price for acquisitions (6.3) (7.7) 1.4 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 456.6 456.6 Payments of debt issuance costs (11.2) (1.4) (9.8) Financing other, net (1.2) (27.8) 26.6 Net cash (used in) provided by financing activities 188.4 (251.3) 439.7 Effects of exchange rate changes on cash 15.1 14.4 0.7 Change in cash included in current assets held for sale (1.3) 1.3 Net change in cash and cash equivalents (97.8) (73.9) (23.9) Cash and cash equivalents at beginning of period 465.0 458.7 6.3 Cash and cash equivalents at end of period $367.2 $384.8 $(17.6) Liquidity (including Undrawn Revolver) $752.2 $651.3 100.9
Financial Tables 29 Note: Dollars in millions, except per share amounts, and may not sum to total due to rounding Non-GAAP Reconciliation For the Three For the six months ended months ended June 30, June 30 IN MILLIONS 2017 2016 Change 2017 2016 Change Net income (loss) $117.1 $349.2 $(232.1) $(3.3) $246.8 $(250.1) Plus: Equity in net income of affiliates, net of tax (0.3) 0.3 Income tax expense 42.0 28.4 13.6 14.9 38.4 (23.5) Income from continuing operations before income taxes and equity in net income of affiliates 159.1 377.4 (218.3) 11.7 285.1 (273.4) Plus: Loss (gain) on sale of subsidiaries, net 0.2 (243.3) 243.5 0.2 (243.3) 243.5 Foreign currency exchange loss (gain), net 9.7 (26.3) 36.0 7.4 (53.9) 61.3 Other expense (income), net 0.4 1.3 (0.9) (0.1) 1.3 (1.4) (Gain) loss on derivatives (27.0) (2.0) (25.0) (39.1) 8.8 (47.9) Loss on debt extinguishment 6.9 1.7 5.2 8.4 1.7 6.7 Interest expense 99.0 105.8 (6.8) 201.6 209.6 (8.0) Interest income (4.5) (4.1) (0.4) (9.2) (9.9) 0.7 Operating income 243.9 210.6 33.3 181.0 199.4 (18.4) Plus: Depreciation and amortization 67.0 69.7 (2.7) 131.5 135.9 (4.4) EBITDA 310.9 280.3 30.6 312.5 335.3 (22.8) Plus: Share-based compensation expense (a) 12.9 13.7 (0.8) 35.3 20.9 14.4 Loss on impairment of assets EiP implementation expenses (b) 18.1 14.2 3.9 42.6 25.9 16.7 Adjusted EBITDA $341.9 $308.2 $33.7 $390.4 $382.1 $8.3 (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.
[LOGO]
^R7@FDL!P!F!H $Z,(K< X%2( >[.9;\O+]#A
',J6%D95$(F9 (FH,47F,#@^F%4:NJ$_ %8B(*^
M=O30"H)PW?,*M[8-E\,!FX(!$PP-MS:=YX,M%,"1T4!?Y:NC,-\NYA/+ -E#
M]"&0?< K35E?(=F+-"[62K%TYP??NG8M: (#;,4%8 $@I,%U=H,JJ,(IB, G
M!(("2 (C( M<,,Z2$- TT6TU1([*D$R;$-1%,4[$-DF^ )6Z,& "8YG#G*N
M 4!*+>S^BZZ".00!WF&..V!"@Z.R/G!L:O3#.U!#6(_R6EOX)*/U;5##A%-#
M^*X&/ZP#)) :\MJKK[\"&ZRPPQ([+#JMK/)))ZN,M0JSR2W[
M;">NT">>M=6!MQUXO(1W'7VR1!#^@+CIX3 O["$T;H)?,LT<;RHH E>( 91G]*A!]D#(
M^1RH$I[X,8SVT_+:+IYT^C0MC_'"&_#G+E14,>3:+II/$4P/,EP6:2,C1Y7T
MBZ5O1T&OS/L!>=[!'.*FM4\[XEQC6F*%\;6@]BZBJ2"
MV&FN\<596^_ .YE9E=&%&5OB\-688GQ!4O!:HRD"2;JG.4=7-=QQK$C#9KU;
M%VULM5/7(^&@U<]B@ 67"C7MZ&,-)'19@];!);OEF2+MGI7)9_?:B^\T]\I+
M37;]7$?=N$X_#7744GOWRP0/M!#^7Q>,3B "#"ZD\$4)(L3 0PTY %%#'DH9
ML8056@BX1=Q4^*!"%UT,0D@7@@BBGH,.DO "#SKL (0GKA3!H15)+ ZB"A$P
M8 $$*IS80P\C2JZ!!1),\+@"#(S 0(X" $"Z ,44, 0FPRD2:VQ-(++[M$
M8U$P1&K"QX-01FF%)L'8DF/H!E#1)C[WU),.CED*4 $V]L")#9S2IT-G[1;E
M&4P?>_<9Z!UX>$#H0"K L"@)-/#P*AVE_%%)H&4$$H@QHY"@0*LP)>"J T]^
MT$5"-J3D$@D(4( )V-('7D*!7? C'_F8QSIVE0M:],(5M#@'-XBU#FX A2B!
MF 8?5+#^)25H0@7/(D+EHE($/5Q+",:P1AUXP <]Z$$)Z)A:>,1A,T68+#'7
M68V[,"$8O&@G-76Y"VLT@YNWN*,O.ZS,93*3LH(-3!'><,O#'I$Q[5S1+D(\
MS;H>(0EWY"PRC]BA6AY6%YR=!8>W>40JKN$.?731'YJI"W', #%N$Z6= %)K .\D(4!B"[07 D2F@'M8.-0]@$
M=J@'N).[.UHU5[B[ .L $K.O7UN%__N!'D V?/L) QLG%> #/E@>W\$P:QN"
M4S@")9#^/,S;01[L01_LL%]HL;(:*W4C*0V@)^!@.23HA%9 DNAS%B5(!HF0
M/1,P@=)*IQ0H 150 DNNBCDQZ<.JZ@
MGCKJG[C^\@DKR&7A+'*M7%N[[;;_,&X "*A'0 #HO3>@%NU6ET2*!NSP7WVQ
MP/+@@QI$,.8@A"#B0T9-;;"!A!1HP 3"K/AP$8<&,/!OOX@TS6 "$7B(\=&_
M>_SO%YL8@PC/!6VB(\J5V%)O+/WIXA5!H$,@2D&'!"!B1PDYACX^L@E]E&1'
MEZ!$(%HRBE'00 (P@8"$5$"#IMWD$GT@ 05Z( MS$,,
#WS@ WSI:RW>6X46
M+)"?"C@L8I28'_I(5 (/G,@BPA2 [P @%3.9!/1^$(?CF&+36##$M(\1"!>
M@:Q6N,*:?! "'@(!B \ H N7, 23+M$.?KSC'>VP$LHX$@@>\( .=7! 1@
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M N4CB-V"H8F9,,@#(FU??CST.V/*1$0LC<8F9D228SR-G(& ';2 , '?( $
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M/#" HPQJ!U?1T(H>VX,=X >7" %WJ"B#X$XQ@J* $=?IF 0P 8Q<[K0!(
M,*8N^ 0;Z+ '.RJ1D($
0
M@"8D 7[ 2QHZBW72TD_*+\W2TK( 25(L17HYW"Y\7'O:0@](@ 1\ ,LC6X9
M2 ]@ ='^RIA57^3'U<>/=8(%[,(4I@,Q[$+7]J<6[ )09,BMFDV^P$=;2#CT
MO#44[.27VHF GG *;ZDSGO >I -5S4,JI!LD5 -AS\4CJAN"*=@/ZW"*+F)G
M6 -EV_B-&Q\ZS%P]-U1GG^\^^5S1=3&8GK8/O&0X&IV0H_:.XW4SGC:3[T%8
MI7!=T^3<]NAFG]F0?*.CML"0/!?[" &[$ +$,!P'\ !^&*#+HL6+$%RF\?B
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MA+"=CM(H$5! >[ U1?= #-"!G?5712VB@
G$;!B%-BT#4@G<.7#^+T80M[-IRS^@
M-5N#UQ!(0LUE0GW8ARD$X1(VX?20!D^12/F@&-)ELR']#]/U!AC15WWM!WZ8
M$7) A=Y[@[TKA6^H&1$)XH#J('#@!F[0!FG(!FSS!67@!F] $1.:H'LJB=[B
M75 X@@'ZD92=5%,$!#RH QRH 3&N 1NH 19@4[@!A1P@A5 !3CX3+6)U3+Q
MBR[P CTJ@?,U@2KIK J$2UU=QIV(V!Q1U3QKBLET SCP"!CZ&:Y%!9^:NR?*
MP&I