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): November 8, 2018
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 November 8, 2018, Laureate Education, Inc. (the Company) issued an earnings release announcing its financial results for the quarter ended September 30, 2018. A copy of the earnings release is furnished herewith as Exhibit 99.1 and incorporated in this Item 2.02 by reference.
Item 7.01 Regulation FD Disclosure.
On November 8, 2018, the Company made available on the investor relations section of its website its Third Quarter 2018 Earnings Presentation (the Presentation). A copy of the Presentation is furnished herewith as Exhibit 99.2 and incorporated in this Item 7.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
|
Description |
|
|
|
99.1 |
|
Earnings Release issued by Laureate Education, Inc. on November 8, 2018. |
99.2 |
|
The information contained in Item 2.02, including Exhibit 99.1 hereto, and Item 7.01, including Exhibit 99.2 hereto, is being furnished and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Such information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
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/ Jean-Jacques Charhon |
|
Name: |
Jean-Jacques Charhon |
|
Title: |
Executive Vice President and Chief Financial Officer |
Date: November 8, 2018
LAUREATE EDUCATION REPORTS THIRD QUARTER AND NINE MONTHS ENDED
SEPTEMBER 30, 2018 FINANCIAL RESULTS FOR CONTINUING OPERATIONS
BALTIMORE, MARYLAND - November 8, 2018 - Laureate Education, Inc. (NASDAQ: LAUR) today announced financial results for the third quarter and the nine months ended September 30, 2018. As further described below, we have classified all of the currently planned divestitures of our campus-based operations in the U.S., Europe, Asia and Central America as discontinued operations. Unless indicated otherwise, the results presented below relate to continuing operations.
Third Quarter 2018 Highlights (compared to third quarter 2017):
· Revenue of $787.1 million was up 3% on an organic constant currency basis(1). On a reported basis, revenue decreased 4% due to weakening of foreign currencies against the US Dollar.
· Operating income increased 3% or $0.7 million to $25.6 million.
· Net loss for the quarter (including discontinued operations) was $96.7 million compared to a loss of $103.5 million for the third quarter 2017.
· Adjusted EBITDA increased by $20.6 million to $120.5 million; up 28% on an organic constant currency basis.
Nine Months Ended September 30, 2018 Highlights (compared to nine months ended September 30, 2017):
· New enrollments increased 4% on an organic basis.
· Revenue of $2,436.5 million was up 2% on an organic constant currency basis(1). On a reported basis, revenue was flat and affected by the weakening of foreign currencies against the US Dollar.
· Operating income increased 48% or $49.3 million to $151.2 million.
· Net income for the nine months (including discontinued operations) was $298.8 million, which included a $311.9 million net gain related to the completion of the previously announced sales of our Cyprus, Italy, China, Germany, Morocco and Kendall institutions and a $92.1 million derivative gain, primarily related to conversion of the preferred equity into common shares in April, compared to a net loss of $106.7 million for the nine months ended September 30, 2017.
· Adjusted EBITDA increased by $42.9 million to $394.4 million; up 8% on an organic constant currency basis.
Im pleased with our progress towards executing on our operational priorities as outlined during the Investor Day we held at the beginning of the year, said Eilif Serck-Hanssen, Chief Executive Officer. The simplification of our portfolio and related strengthening of our risk management profile continue to yield tangible results.
Third Quarter 2018 Results
Revenue in the third quarter of 2018 was $787.1 million, a 4% decrease compared to the third quarter of 2017, affected by weakening of foreign currencies, primarily the Brazilian Real, against the US Dollar. Operating income increased by $0.7 million to $25.6 million from $24.9 million in the third quarter of 2017. Net loss was $96.7 million for the third quarter (including discontinued operations), compared to a loss of $103.5 million for the third quarter of the prior year. Basic and diluted loss per share was $0.42 for the third quarter of 2018.
(1) Organic constant currency results exclude the period-over-period impact from currency fluctuations, acquisitions and divestitures, and other items.
Adjusted EBITDA was $120.5 million in the third quarter of 2018, a 21% increase compared to the third quarter of 2017. On an organic constant currency basis, revenue increased 3% and Adjusted EBITDA increased 28% compared to the third quarter of 2017.
During the third quarter of 2018, we renamed our Andean & Iberian segment as Andean and our EMEAA segment as Rest of World.
Nine Months Ended September 30, 2018 Results
New enrollments through year-to-date September 2018 increased 4% compared to our new enrollment activity through year-to-date September 2017. New enrollment performance reflects strong growth in Brazil, which was up 9%, led by 59% growth in new enrollments in Distance Learning in that segment. Both Mexico and Andean grew new enrollments by 2%, while Rest of World grew new enrollments by 6%. Online & Partnerships new enrollments were down 3% for the period driven by our planned transition away from lower revenue and margin producing students in our partnership business. Walden enrollments continue to be stable in our core domestic market, where new enrollments increased 3% year-to-date vs. 2017, as compared to a 3% decrease in the comparable year-to-date 2016-2017 period. On an organic basis, total enrollments at September 30, 2018 were flat compared to September 30, 2017.
For the nine months ended September 30, 2018, revenue was $2,436.5 million, an increase of $1.8 million compared to the nine months ended September 30, 2017. Operating income increased $49.3 million compared to the 2017 fiscal period. Net income for the nine months (including discontinued operations) was $298.8 million, which included a $311.9 million net gain related to the completion of the previously announced sales of our Cyprus, Italy, China, Germany, Morocco and Kendall institutions and a $92.1 million derivative gain, primarily related to conversion of the preferred equity into common shares in April, compared to a net loss of $106.7 million for the 2017 fiscal period. Diluted earnings per share for the nine months ended September 30, 2018 was $1.43.
Adjusted EBITDA was $394.4 million for the nine months ended September 30, 2018, a 12% increase compared to the nine months ended September 30, 2017. On an organic constant currency basis, revenue increased 2% and Adjusted EBITDA increased 8% compared to the 2017 fiscal period.
Balance Sheet and Capital Structure
Laureate ended the third quarter of 2018 with $392.3 million of cash on hand and $777.3 million in total liquidity, including our undrawn revolver capacity. These amounts do not include $209.6 million of cash recorded at subsidiaries that are classified as held for sale at September 30, 2018.
Evaluation of Strategic Alternatives for Walden University
We are continuing to pursue our previously announced strategy of simplifying and focusing our business, including our announced plan to divest our campus-based assets in the U.S., Europe, Asia and Central America, and the creation of two scaled enterprises - one campus-based business primarily focused on emerging markets in Latin America, and one fully online platform in the U.S.
We are currently evaluating the strategic fit of having these two scaled, but different, business units together in one organization. Accordingly, we are considering various strategic options for Walden University (Walden) with the goal of continuing to provide the best possible experience for Walden students, as well as ensuring the best position for Walden, for us and for our key stakeholders. To that end, we have had exploratory discussions with third parties regarding possible alternative transactions involving Walden. We are very proud of the quality and strength of Walden and we are very committed to maintaining that quality. Our conclusion following these discussions may be to decide to retain Walden within Laureate. At this time there is no assurance that we will engage in any transaction, or of the timing of any transaction, or that any proposed transaction, if it were to be announced, would be successfully consummated. Because Walden does not meet the criteria to be classified as held for sale or a discontinued operation, its results are reported within continuing operations for all periods presented.
Outlook for Fiscal 2018
We are updating guidance to be consistent with our current presentation of continued operations for Total Enrollment, Revenue and Adjusted EBITDA.
Based on the current foreign exchange spot rates(2), Laureate currently expects its performance for full-year 2018 to be as follows:
Continuing Operations
· Total enrollments to be approximately 865,000;
· Revenues to be in the range of $3,340 to $3,355 million; and
· Adjusted EBITDA to be in the range of $615 to $620 million. This includes a $10 million negative impact associated with FX as compared to spot FX rates at the time of prior guidance last quarter and approximately $35 million of G&A expenses, which are expected to be progressively phased out following the completion of our announced divestitures.
Consolidated Operations
· Capex spending at approximately 6-7% of revenue;
· Cash interest expense of approximately $230 million, reflecting the improvements in our capital structure; and
· Free cash flow, defined as operating cash flow less capex, expected to be approximately $100 million for 2018.
(2) Based on actual FX rates for January-October 2018, and current spot FX rates (local currency per US dollar) of MXN 20.27, BRL 3.72, CLP 696.00, PEN 3.37, EUR 0.88 for November - December 2018. FX impact may change based on fluctuations in currency rates in future periods.
An outlook for 2018 net income and a reconciliation of the forward-looking 2018 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 8:30 am ET. Interested parties are invited to listen to the earnings call by dialing 1-888-466-9845 (for U.S.- based callers) or 1-847-619-6751 (for international callers), and request to join the Laureate conference call, conference ID 7981074. Replays of the entire call will be available through November 15, 2018 at 1-888-843-7419 (for U.S.- based callers) and at 1-630-652-3042 (for international callers), conference ID 7981074. 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, but not limited to, total enrollments, revenues, Adjusted EBITDA, capital expenditures, cash interest expense, free cash flows and reported earnings per share) and all statements we make relating to our planned divestitures, 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 20, 2018, 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 over 850,000 students enrolled at 38 institutions in 10 countries at campuses and online, excluding our discontinued operations. 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 (continuing operations)
|
|
New Enrollments |
|
Total Enrollments |
| ||||||||||||
|
|
YTD 3Q |
|
YTD 3Q |
|
Change |
|
As of |
|
As of |
|
Change |
| ||||
|
|
2018 |
|
2017 |
|
Total |
|
Organic |
|
9/30/2018 |
|
9/30/2017 |
|
Total |
|
Organic |
|
Brazil |
|
157,100 |
|
143,700 |
|
9 |
% |
9 |
% |
273,000 |
|
275,000 |
|
(1 |
)% |
(1 |
)% |
Mexico |
|
107,400 |
|
105,800 |
|
2 |
% |
2 |
% |
210,200 |
|
212,300 |
|
(1 |
)% |
(1 |
)% |
Andean |
|
118,000 |
|
115,500 |
|
2 |
% |
2 |
% |
314,800 |
|
307,400 |
|
2 |
% |
2 |
% |
Rest of World |
|
12,100 |
|
11,400 |
|
6 |
% |
6 |
% |
19,100 |
|
16,700 |
|
14 |
% |
14 |
% |
Online & Partnerships |
|
27,000 |
|
27,700 |
|
(3 |
)% |
(3 |
)% |
62,000 |
|
64,700 |
|
(4 |
)% |
(4 |
)% |
Laureate (1) |
|
421,600 |
|
404,100 |
|
4 |
% |
4 |
% |
879,100 |
|
876,100 |
|
|
% |
|
% |
(1) Excludes new and total enrollments for our discontinued operations
Consolidated Statements of Operations
|
|
For the three months ended |
|
For the nine months ended |
| ||||||||||||||
IN MILLIONS |
|
2018 |
|
2017 |
|
Change |
|
2018 |
|
2017 |
|
Change |
| ||||||
Revenues |
|
$ |
787.1 |
|
$ |
818.6 |
|
$ |
(31.5 |
) |
$ |
2,436.5 |
|
$ |
2,434.7 |
|
$ |
1.8 |
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Direct costs |
|
677.8 |
|
728.7 |
|
(50.9 |
) |
2,081.1 |
|
2,110.9 |
|
(29.8 |
) | ||||||
General and administrative expenses |
|
73.7 |
|
65.0 |
|
8.7 |
|
194.2 |
|
221.9 |
|
(27.7 |
) | ||||||
Loss on impairment of assets |
|
10.0 |
|
|
|
10.0 |
|
10.0 |
|
|
|
10.0 |
| ||||||
Operating income |
|
25.6 |
|
24.9 |
|
0.7 |
|
151.2 |
|
101.9 |
|
49.3 |
| ||||||
Interest income |
|
3.5 |
|
3.7 |
|
(0.2 |
) |
9.4 |
|
9.7 |
|
(0.3 |
) | ||||||
Interest expense |
|
(58.3 |
) |
(69.1 |
) |
10.8 |
|
(181.8 |
) |
(256.7 |
) |
74.9 |
| ||||||
Loss on debt extinguishment |
|
|
|
|
|
|
|
(7.5 |
) |
(8.4 |
) |
0.9 |
| ||||||
(Loss) gain on derivatives |
|
(0.1 |
) |
(19.9 |
) |
19.8 |
|
92.1 |
|
19.2 |
|
72.9 |
| ||||||
Other income (expense), net |
|
8.3 |
|
(0.8 |
) |
9.1 |
|
10.8 |
|
(0.6 |
) |
11.4 |
| ||||||
Foreign currency exchange (loss) gain, net |
|
(26.5 |
) |
6.6 |
|
(33.1 |
) |
(43.9 |
) |
(2.2 |
) |
(41.7 |
) | ||||||
(Loss) income from continuing operations before income taxes |
|
(47.6 |
) |
(54.7 |
) |
7.1 |
|
30.3 |
|
(137.1 |
) |
167.4 |
| ||||||
Income tax benefit (expense) |
|
3.8 |
|
(12.5 |
) |
16.3 |
|
(65.8 |
) |
(13.7 |
) |
(52.1 |
) | ||||||
Loss from continuing operations |
|
(43.8 |
) |
(67.2 |
) |
23.4 |
|
(35.5 |
) |
(150.8 |
) |
115.3 |
| ||||||
(Loss) income from discontinued operations, net of tax |
|
(34.5 |
) |
(36.3 |
) |
1.8 |
|
22.5 |
|
44.0 |
|
(21.5 |
) | ||||||
(Loss) gain on sales of discontinued operations, net of tax |
|
(18.4 |
) |
|
|
(18.4 |
) |
311.9 |
|
|
|
311.9 |
| ||||||
Net (loss) income |
|
(96.7 |
) |
(103.5 |
) |
6.8 |
|
298.8 |
|
(106.7 |
) |
405.5 |
| ||||||
Net loss (income) attributable to noncontrolling interests |
|
1.9 |
|
5.5 |
|
(3.6 |
) |
(0.3 |
) |
2.4 |
|
(2.7 |
) | ||||||
Net (loss) income attributable to Laureate Education, Inc. |
|
$ |
(94.8 |
) |
$ |
(98.0 |
) |
$ |
3.2 |
|
$ |
298.5 |
|
$ |
(104.4 |
) |
$ |
402.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Subtotal: accretion of Series A Preferred Stock, net and other redeemable noncontrolling interests and equity |
|
$ |
0.3 |
|
$ |
(84.1 |
) |
$ |
84.4 |
|
$ |
12.7 |
|
$ |
(192.1 |
) |
$ |
204.8 |
|
Net (loss) income available to common stockholders |
|
$ |
(94.5 |
) |
$ |
(182.0 |
) |
$ |
87.5 |
|
$ |
311.2 |
|
$ |
(296.5 |
) |
$ |
607.7 |
|
Basic and diluted (loss) earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Basic and diluted weighted average shares outstanding |
|
224.0 |
|
178.9 |
|
45.1 |
|
209.1 |
|
167.3 |
|
41.8 |
| ||||||
Diluted weighted average shares outstanding |
|
224.0 |
|
178.9 |
|
45.1 |
|
209.1 |
|
167.3 |
|
41.8 |
| ||||||
Basic (loss) earnings per share |
|
$ |
(0.42 |
) |
$ |
(1.02 |
) |
$ |
0.60 |
|
$ |
1.49 |
|
$ |
(1.77 |
) |
$ |
3.26 |
|
Diluted (loss) earnings per share |
|
$ |
(0.42 |
) |
$ |
(1.02 |
) |
$ |
0.60 |
|
$ |
1.43 |
|
$ |
(1.77 |
) |
$ |
3.20 |
|
Revenue and Adjusted EBITDA by segment (continuing operations)
IN MILLIONS
|
|
|
|
|
|
% Change |
|
$ Variance Components |
| |||||||||||||||||
For the three months |
|
2018 |
|
2017 |
|
Reported |
|
Organic |
|
Total |
|
Organic |
|
Other |
|
Acq/Div. |
|
FX |
| |||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Brazil |
|
$ |
121.1 |
|
$ |
170.5 |
|
(29 |
)% |
(10 |
)% |
$ |
(49.4 |
) |
$ |
(16.3 |
) |
$ |
|
|
$ |
|
|
$ |
(33.1 |
) |
Mexico |
|
148.3 |
|
141.2 |
|
5 |
% |
12 |
% |
7.1 |
|
17.0 |
|
|
|
|
|
(9.9 |
) | |||||||
Andean |
|
299.6 |
|
295.2 |
|
1 |
% |
4 |
% |
4.4 |
|
12.5 |
|
|
|
|
|
(8.1 |
) | |||||||
Rest of World |
|
56.5 |
|
49.0 |
|
15 |
% |
22 |
% |
7.5 |
|
11.0 |
|
|
|
|
|
(3.5 |
) | |||||||
Online & Partnerships |
|
165.2 |
|
168.4 |
|
(2 |
)% |
(2 |
)% |
(3.2 |
) |
(3.2 |
) |
|
|
|
|
|
| |||||||
Corporate & Eliminations |
|
(3.7 |
) |
(5.7 |
) |
35 |
% |
35 |
% |
2.0 |
|
2.0 |
|
|
|
|
|
|
| |||||||
Total Revenues |
|
$ |
787.1 |
|
$ |
818.6 |
|
(4 |
)% |
3 |
% |
$ |
(31.5 |
) |
$ |
23.1 |
|
$ |
|
|
$ |
|
|
$ |
(54.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Brazil |
|
$ |
0.7 |
|
$ |
9.1 |
|
(92 |
)% |
(75 |
)% |
$ |
(8.4 |
) |
$ |
(6.8 |
) |
$ |
1.6 |
|
$ |
|
|
$ |
(3.2 |
) |
Mexico |
|
23.7 |
|
6.5 |
|
265 |
% |
292 |
% |
17.2 |
|
19.0 |
|
(0.1 |
) |
|
|
(1.7 |
) | |||||||
Andean |
|
90.6 |
|
90.6 |
|
|
% |
3 |
% |
|
|
3.1 |
|
|
|
|
|
(3.1 |
) | |||||||
Rest of World |
|
5.3 |
|
(0.4 |
) |
1,425 |
% |
1,525 |
% |
5.7 |
|
6.1 |
|
|
|
|
|
(0.4 |
) | |||||||
Online & Partnerships |
|
45.7 |
|
42.9 |
|
7 |
% |
7 |
% |
2.8 |
|
2.8 |
|
|
|
|
|
|
| |||||||
Corporate & Eliminations |
|
(45.5 |
) |
(48.7 |
) |
7 |
% |
7 |
% |
3.2 |
|
3.2 |
|
|
|
|
|
|
| |||||||
Total Adjusted EBITDA |
|
$ |
120.5 |
|
$ |
99.9 |
|
21 |
% |
28 |
% |
$ |
20.6 |
|
$ |
27.5 |
|
$ |
1.5 |
|
$ |
|
|
$ |
(8.4 |
) |
(2) Organic Constant Currency results exclude the period-over-period impact from currency fluctuations, acquisitions and divestitures, and other items. Other items include the impact of acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in recorded indemnification assets. Organic Constant Currency is calculated using the change from prior-period average foreign exchange rates to current-period average foreign exchange rates, as applied to local-currency operating results for the current period. The Organic Constant Currency % changes are calculated by dividing the Organic Constant Currency amounts by the 2017 Revenues and Adjusted EBITDA amounts, excluding the impact of the divestitures.
IN MILLIONS
|
|
|
|
|
|
% Change |
|
$ Variance Components |
| |||||||||||||||||
For the nine months |
|
2018 |
|
2017 |
|
Reported |
|
Organic |
|
Total |
|
Organic |
|
Other |
|
Acq/Div. |
|
FX |
| |||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Brazil |
|
$ |
469.5 |
|
$ |
548.0 |
|
(14 |
)% |
(3 |
)% |
$ |
(78.5 |
) |
$ |
(14.3 |
) |
$ |
|
|
$ |
|
|
$ |
(64.2 |
) |
Mexico |
|
463.9 |
|
452.0 |
|
3 |
% |
3 |
% |
11.9 |
|
15.8 |
|
|
|
|
|
(3.9 |
) | |||||||
Andean |
|
844.2 |
|
779.1 |
|
8 |
% |
6 |
% |
65.1 |
|
49.8 |
|
|
|
|
|
15.3 |
| |||||||
Rest of World |
|
170.2 |
|
149.2 |
|
14 |
% |
15 |
% |
21.0 |
|
23.1 |
|
|
|
|
|
(2.1 |
) | |||||||
Online & Partnerships |
|
498.2 |
|
521.0 |
|
(4 |
)% |
(4 |
)% |
(22.8 |
) |
(22.8 |
) |
|
|
|
|
|
| |||||||
Corporate & Eliminations |
|
(9.4 |
) |
(14.6 |
) |
36 |
% |
36 |
% |
5.2 |
|
5.2 |
|
|
|
|
|
|
| |||||||
Total Revenues |
|
$ |
2,436.5 |
|
$ |
2,434.7 |
|
|
% |
2 |
% |
$ |
1.8 |
|
$ |
56.7 |
|
$ |
|
|
$ |
|
|
$ |
(54.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Brazil |
|
$ |
52.6 |
|
$ |
61.3 |
|
(14 |
)% |
(1 |
)% |
$ |
(8.7 |
) |
$ |
(0.9 |
) |
$ |
5.3 |
|
$ |
|
|
$ |
(13.1 |
) |
Mexico |
|
82.0 |
|
78.6 |
|
4 |
% |
5 |
% |
3.4 |
|
4.2 |
|
(0.4 |
) |
|
|
(0.4 |
) | |||||||
Andean |
|
235.4 |
|
208.5 |
|
13 |
% |
13 |
% |
26.9 |
|
26.6 |
|
|
|
|
|
0.3 |
| |||||||
Rest of World |
|
15.9 |
|
10.1 |
|
57 |
% |
64 |
% |
5.8 |
|
6.5 |
|
|
|
|
|
(0.7 |
) | |||||||
Online & Partnerships |
|
136.1 |
|
145.8 |
|
(7 |
)% |
(7 |
)% |
(9.7 |
) |
(9.7 |
) |
|
|
|
|
|
| |||||||
Corporate & Eliminations |
|
(127.5 |
) |
(152.7 |
) |
17 |
% |
2 |
% |
25.2 |
|
2.4 |
|
22.8 |
|
|
|
|
| |||||||
Total Adjusted EBITDA |
|
$ |
394.4 |
|
$ |
351.5 |
|
12 |
% |
8 |
% |
$ |
42.9 |
|
$ |
29.1 |
|
$ |
27.7 |
|
$ |
|
|
$ |
(13.9 |
) |
(3) Organic Constant Currency results exclude the period-over-period impact from currency fluctuations, acquisitions and divestitures, and other items. Other items include the impact of acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in recorded indemnification assets, as well as the impact of a $22.8 million expense recorded in 2017 related to the portion of the April 2017 refinancing transactions that was deemed to be a debt modification. Organic Constant Currency is calculated using the change from prior-period average foreign exchange rates to current-period average foreign exchange rates, as applied to local-currency operating results for the current period. The Organic Constant Currency % changes are calculated by dividing the Organic Constant Currency amounts by the 2017 Revenues and Adjusted EBITDA amounts, excluding the impact of the divestitures.
Consolidated Balance Sheets
IN MILLIONS |
|
September 30, 2018 |
|
December 31, 2017 |
|
Change |
| |||
Assets |
|
|
|
|
|
|
| |||
Cash and cash equivalents |
|
$ |
392.3 |
|
$ |
320.6 |
|
$ |
71.7 |
|
Receivables (current), net |
|
424.6 |
|
311.1 |
|
113.5 |
| |||
Other current assets |
|
290.8 |
|
332.4 |
|
(41.6 |
) | |||
Current assets held for sale |
|
346.7 |
|
324.7 |
|
22.0 |
| |||
Property and equipment, net |
|
1,257.7 |
|
1,380.4 |
|
(122.7 |
) | |||
Goodwill and other intangible assets |
|
2,865.2 |
|
3,031.4 |
|
(166.2 |
) | |||
Other long-term assets |
|
405.8 |
|
466.1 |
|
(60.3 |
) | |||
Long-term assets held for sale |
|
1,007.3 |
|
1,224.7 |
|
(217.4 |
) | |||
Total assets |
|
$ |
6,990.5 |
|
$ |
7,391.3 |
|
$ |
(400.8 |
) |
|
|
|
|
|
|
|
| |||
Liabilities and stockholders equity |
|
|
|
|
|
|
| |||
Accounts payable and accrued expenses |
|
$ |
494.4 |
|
$ |
525.5 |
|
$ |
(31.1 |
) |
Deferred revenue and student deposits |
|
465.3 |
|
184.1 |
|
281.2 |
| |||
Total long-term debt, including current portion |
|
2,610.0 |
|
3,095.3 |
|
(485.3 |
) | |||
Total due to shareholders of acquired companies, including current portion |
|
43.1 |
|
71.8 |
|
(28.7 |
) | |||
Other liabilities |
|
645.9 |
|
656.0 |
|
(10.1 |
) | |||
Current and long-term liabilities held for sale |
|
747.6 |
|
857.3 |
|
(109.7 |
) | |||
Total liabilities |
|
5,006.2 |
|
5,390.0 |
|
(383.8 |
) | |||
Convertible redeemable preferred stock |
|
|
|
400.3 |
|
(400.3 |
) | |||
Redeemable noncontrolling interests and equity |
|
12.7 |
|
13.7 |
|
(1.0 |
) | |||
Total stockholders equity |
|
1,971.7 |
|
1,587.3 |
|
384.4 |
| |||
Total liabilities and stockholders equity |
|
$ |
6,990.5 |
|
$ |
7,391.3 |
|
$ |
(400.8 |
) |
Consolidated Statements of Cash Flows
|
|
For the nine months ended September 30, |
| |||||||
IN MILLIONS |
|
2018 |
|
2017 |
|
Change |
| |||
Cash flows from operating activities |
|
|
|
|
|
|
| |||
Net income (loss) |
|
$ |
298.8 |
|
$ |
(106.7 |
) |
$ |
405.5 |
|
Depreciation and amortization |
|
190.0 |
|
199.4 |
|
(9.4 |
) | |||
Loss on impairment of assets |
|
10.0 |
|
|
|
10.0 |
| |||
(Gain) loss on sales of subsidiaries and disposal of property and equipment, net |
|
(293.0 |
) |
3.1 |
|
(296.1 |
) | |||
Gain on derivative instruments |
|
(92.7 |
) |
(19.6 |
) |
(73.1 |
) | |||
Proceeds from settlement of derivative contracts |
|
14.1 |
|
|
|
14.1 |
| |||
Loss on debt extinguishment |
|
7.5 |
|
8.4 |
|
(0.9 |
) | |||
Interest paid on deferred purchase price for acquisitions |
|
|
|
(39.4 |
) |
39.4 |
| |||
Unrealized foreign currency exchange loss |
|
53.7 |
|
4.9 |
|
48.8 |
| |||
Income tax receivable/payable, net |
|
(10.1 |
) |
(19.8 |
) |
9.7 |
| |||
Working capital, excluding tax accounts |
|
82.7 |
|
35.3 |
|
47.4 |
| |||
Other non-cash adjustments |
|
95.3 |
|
146.3 |
|
(51.0 |
) | |||
Net cash provided by operating activities |
|
356.4 |
|
211.8 |
|
144.6 |
| |||
Cash flows from investing activities |
|
|
|
|
|
|
| |||
Purchase of property and equipment |
|
(150.5 |
) |
(134.6 |
) |
(15.9 |
) | |||
Expenditures for deferred costs |
|
(13.2 |
) |
(12.7 |
) |
(0.5 |
) | |||
Receipts from sales of discontinued operations and property and equipment, net of cash sold |
|
375.8 |
|
1.2 |
|
374.6 |
| |||
Settlement of derivatives related to sale of discontinued operations |
|
(10.0 |
) |
|
|
(10.0 |
) | |||
Investing other, net |
|
24.6 |
|
(0.1 |
) |
24.7 |
| |||
Net cash provided by (used in) investing activities |
|
226.8 |
|
(146.3 |
) |
373.1 |
| |||
Cash flows from financing activities |
|
|
|
|
|
|
| |||
Decrease in long-term debt, net |
|
(454.9 |
) |
(345.8 |
) |
(109.1 |
) | |||
Payments of deferred purchase price for acquisitions |
|
(17.6 |
) |
(93.8 |
) |
76.2 |
| |||
Proceeds from issuance of convertible redeemable preferred stock, net of issuance costs |
|
|
|
55.3 |
|
(55.3 |
) | |||
Payment of dividends on Series A Preferred Stock |
|
(11.1 |
) |
(5.3 |
) |
(5.8 |
) | |||
Proceeds from initial public offering, net of issuance costs |
|
|
|
456.4 |
|
(456.4 |
) | |||
Payments of debt issuance costs and redemption and call premiums for debt modification |
|
(0.5 |
) |
(76.5 |
) |
76.0 |
| |||
Financing other, net |
|
(2.8 |
) |
(1.6 |
) |
(1.2 |
) | |||
Net cash used in financing activities |
|
(486.9 |
) |
(11.4 |
) |
(475.5 |
) | |||
Effects of exchange rate changes on Cash and cash equivalents and Restricted cash |
|
(4.5 |
) |
26.0 |
|
(30.5 |
) | |||
Change in cash included in current assets held for sale |
|
(35.4 |
) |
(68.1 |
) |
32.7 |
| |||
Net change in Cash and cash equivalents and Restricted cash |
|
56.4 |
|
11.9 |
|
44.5 |
| |||
Cash and cash equivalents and Restricted cash at beginning of period |
|
532.8 |
|
474.3 |
|
58.5 |
| |||
Cash and cash equivalents and Restricted cash at end of period |
|
$ |
589.1 |
|
$ |
486.3 |
|
$ |
102.8 |
|
Non-GAAP Reconciliation
|
|
For the three months ended |
|
For the nine months ended |
| ||||||||||||||
IN MILLIONS |
|
2018 |
|
2017 |
|
Change |
|
2018 |
|
2017 |
|
Change |
| ||||||
Loss from continuing operations |
|
(43.8 |
) |
(67.2 |
) |
23.4 |
|
(35.5 |
) |
(150.8 |
) |
115.3 |
| ||||||
Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Income tax (benefit) expense |
|
(3.8 |
) |
12.5 |
|
(16.3 |
) |
65.8 |
|
13.7 |
|
52.1 |
| ||||||
(Loss) income from continuing operations before income taxes |
|
(47.6 |
) |
(54.7 |
) |
7.1 |
|
30.3 |
|
(137.1 |
) |
167.4 |
| ||||||
Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Foreign currency exchange loss (gain), net |
|
26.5 |
|
(6.6 |
) |
33.1 |
|
43.9 |
|
2.2 |
|
41.7 |
| ||||||
Other (income) expense, net |
|
(8.3 |
) |
0.8 |
|
(9.1 |
) |
(10.8 |
) |
0.6 |
|
(11.4 |
) | ||||||
Loss (gain) on derivatives |
|
0.1 |
|
19.9 |
|
(19.8 |
) |
(92.1 |
) |
(19.2 |
) |
(72.9 |
) | ||||||
Loss on debt extinguishment |
|
|
|
|
|
|
|
7.5 |
|
8.4 |
|
(0.9 |
) | ||||||
Interest expense |
|
58.3 |
|
69.1 |
|
(10.8 |
) |
181.8 |
|
256.7 |
|
(74.9 |
) | ||||||
Interest income |
|
(3.5 |
) |
(3.7 |
) |
0.2 |
|
(9.4 |
) |
(9.7 |
) |
0.3 |
| ||||||
Operating income |
|
25.6 |
|
24.9 |
|
0.7 |
|
151.2 |
|
101.9 |
|
49.3 |
| ||||||
Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Depreciation and amortization |
|
53.5 |
|
51.9 |
|
1.6 |
|
163.3 |
|
152.5 |
|
10.8 |
| ||||||
EBITDA |
|
79.1 |
|
76.8 |
|
2.3 |
|
314.5 |
|
254.4 |
|
60.1 |
| ||||||
Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Share-based compensation expense (4) |
|
6.4 |
|
8.0 |
|
(1.6 |
) |
9.6 |
|
42.2 |
|
(32.6 |
) | ||||||
Loss on impairment of assets (5) |
|
10.0 |
|
|
|
10.0 |
|
10.0 |
|
|
|
10.0 |
| ||||||
EiP implementation expenses (6) |
|
25.0 |
|
15.2 |
|
9.8 |
|
60.3 |
|
54.9 |
|
5.4 |
| ||||||
Adjusted EBITDA |
|
$ |
120.5 |
|
$ |
99.9 |
|
$ |
20.6 |
|
$ |
394.4 |
|
$ |
351.5 |
|
$ |
42.9 |
|
(4) Represents non-cash, share-based compensation expense pursuant to the provisions of ASC Topic 718.
(5) Represents non-cash charges related to impairments of long-lived assets. For further details on certain impairment items see Discussion of Significant Items Affecting the Consolidated Results for the Nine Months Ended September 30, 2018 and 2017 Impairments.
(6) 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 began in 2014 and was substantially completed in 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 have expanded the initiative into other back- and mid-office areas, as well as certain student-facing activities, in order to generate additional efficiencies and create a more efficient organizational structure. Also included in EiP are certain non-recurring costs incurred in connection with the planned and completed dispositions.
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, but not limited to, total enrollments, revenue, Adjusted EBITDA, costs (including cost savings), expenditures (including capital expenditures), cash interest expense, free cash flow, earnings per share, and growth rates), margin expansion, currency rates and financial results, debt leverage, all statements we make related to the expansion of our EiP initiative, and all statements we make relating to our planned divestitures, the expected proceeds generated therefrom and the expected cost savings to be achieved in 2019, 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 20, 2018, our Quarterly Report on Form 10-Q filed with the SEC on May 9, 2018, our Quarterly Report on Form 10-Q filed with the SEC on Aug 9, 2018, our Quarterly Report on Form 10-Q filed with the SEC on Nov 8, 2018, 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. 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. 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 the appendix to this presentation in the financial tables and our SEC filings. Forward Looking Statements
SUMMARY OVERVIEW Note: Throughout this presentation amounts may not sum to totals due to rounding
Summary Highlights 3Q Adjusted EBITDA ahead of Guidance New Enrollments up 4% Q3 YTD Continued margin improvements; up 175bps through Q3 YTD On-Track with Wave II divestitures Largest improvement in recent ENADE scores in Brazil Strong rankings in Peru and Spain Strategic options under evaluation for Walden Announced divestitures now reported as Discontinued Operations 2018 Full Year Adjusted EBITDA Outlook Consistent with Prior Guidance
Q3 & YTD 2018 PERFORMANCE RESULTS (Continuing operations)
Q3 18 Variance Notes ($ in millions) (Enrollments in thousands) Results Vs. Q3 17 New Enrollment 155K 4% New Enrollment Organic(1) 4% Driven by Brazil Total Enrollment 879K - Total Enrollment Organic(1) - Peru and Australia growth offset by economic softness in Mexico and Brazil Revenue $787 (4%) Revenue Organic/CC(2) 3% Adj. EBITDA $121 21% Adj. EBITDA Organic/CC(2) 28% Includes favorable timing impact related to 2017 earthquake in Mexico Adj. EBITDA margin 15.3% 311 bps Organic results exclude period-over-period impacts from acquisitions and divestitures Organic Constant Currency (CC) Operations excludes the period-over-period impact from currency fluctuations, acquisitions and divestitures, and other items. Other items include the impact of acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in recorded indemnification assets 2018 Third Quarter Financial Summary (Continuing Operations) Q318 Adjusted EBITDA ahead of Guidance
Q3 YTD 18 Variance Notes ($ in millions) (Enrollments in thousands) Results Vs. Q3 YTD 17 New Enrollment 422K 4% New Enrollment Organic(1) 4% Driven by Brazil Total Enrollment 879K - Total Enrollment Organic(1) - Peru and Australia growth offset by economic softness in Mexico and Brazil Revenue $2,437 - Revenue Organic/CC(2) 2% Adj. EBITDA $394 12% Adj. EBITDA Organic/CC(2) 8% Tight expense management Adj. EBITDA margin 16.2% 175 bps Focus on profitable growth and strong actions on cost controls Q3 YTD Results on Track with Expectations Organic results exclude period-over-period impacts from acquisitions and divestitures Organic Constant Currency (CC) Operations excludes the period-over-period impact from currency fluctuations, acquisitions and divestitures, and other items. Other items include the impact of acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in recorded indemnification assets, as well as the impact of a $22.8 million expense recorded in 2017 related to the portion of the April 2017 refinancing transactions that was deemed to be a debt modification. 2018 Q3 YTD Financial Summary (Continuing Operations)
New Enrollment Growth in all Segments, led by Brazil New Enrollment (NE) Total Enrollment (TE) Notes (Enrollments in thousands) Q3 18 Organic Vs. Q3 17 Q3 18 Organic Vs. Q3 17 Brazil 54 9% 273 (1%) Strong growth in Distance Learning Mexico 64 1% 210 (1%) UNITEC growth offset by softness in UVM Andean 23 4% 315 2% Rest of World 5 3% 19 14% Online & Partnerships 10 2% 62 (4%) Laureate Total 155 4% 879 - 2018 Third Quarter Enrollment Dynamics by Segment (Continuing Operations)
2018 Q3 YTD Enrollment Dynamics by Segment (Continuing Operations) New Enrollment Growth in all Campus-Based Markets New Enrollment (NE) Total Enrollment (TE) Notes (Enrollments in thousands) Q3 YTD 18 Organic Vs. Q3 YTD 17 Q3 YTD 18 Organic Vs. Q3 YTD 17 Brazil 157 9% 273 (1%) Strong growth in Distance Learning Mexico 107 2% 210 (1%) UNITEC growth offset by softness in UVM Andean 118 2% 315 2% Rest of World 12 6% 19 14% Strong growth in Australia Online & Partnerships 27 (3%) 62 (4%) Walden domestic NE +3% Laureate Total 422 4% 879 -
Revenue Adj. EBITDA Notes ($ millions) Q3 18 Organic/CC Vs. Q3 17 (1) Q3 18 Organic/CC Vs. Q3 17 (1) Brazil 121 (10%) 1 n.m. Mexico 148 12% 24 n.m. Intra-quarter timing impact from 2017 earthquake Andean 300 4% 91 3% Adjusted for Floods in Peru in Q3 2017 Adj. EBITDA up 19% Rest of World 57 22% 5 n.m. Online & Partnerships 165 (2%) 46 7% Corp. & Elimin. (4) n.m. (46) 7% Laureate Total 787 3% 121 28% Organic Constant Currency (CC) Operations excludes the period-over-period impact from currency fluctuations, acquisitions and divestitures, and other items. Other items include the impact of acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in recorded indemnification assets Strong Q318 Results Adjusted EBITDA above Guidance 2018 Third Quarter Revenue, EBITDA Dynamics by Segment (Continuing Operations)
Revenue Adj. EBITDA Notes ($ millions) Q3 YTD 18 Organic/CC Vs. Q3 YTD 17 (1) Q3 YTD 18 Organic/CC Vs. Q3 YTD 17 (1) Brazil 470 (3%) 53 (1%) Timing impacts; Q4 and FY margins to benefit from new operating model Mexico 464 3% 82 5% Favorable intra-quarter timing impact from 2017 earthquake Andean 844 6% 235 13% Rest of World 170 15% 16 64% Scaling of Australia business Online & Partnerships 498 (4%) 136 (7%) Walden stabilized but impacted by Fall 2017 intake; deemphasis on intl partnerships; increased marketing Corp. & Elimin. (10) n.m. (128) 2% Laureate Total 2,437 2% 394 8% Strong margin progression Q3 YTD Margins Up 175 bps vs. Prior Year Organic Constant Currency (CC) Operations excludes the period-over-period impact from currency fluctuations, acquisitions and divestitures, and other items. Other items include the impact of acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in recorded indemnification assets, as well as the impact of a $22.8 million expense recorded in 2017 related to the portion of the April 2017 refinancing transactions that was deemed to be a debt modification. 2018 Q3 YTD Revenue, EBITDA Dynamics by Segment (Continuing Operations)
Q3 18 B / (W) Vs. Q3 17 Notes ($ in millions) Reported $ % Adjusted EBITDA 121 21 21% Depreciation & Amort. (53) (2) (3%) Interest Expense, net (55) 11 16% Other (60) (23) n.m. Driven by FX revaluation Income Tax 4 16 n.m. Income/(Loss) From Continuing Operations (44) 23 Discontinued Operations (Net of Tax) (35) 2 n.m. Net Gain/(Loss) on Sale of Disc. Ops. (18) (18) n.m. Loss on sale of Kendall Net Income / (Loss) (97) 7 n.m. Q3 is a Seasonally Light Quarter due to Out-of-Session Periods During Summer/Winter Months 2018 Third Quarter Net Income Reconciliation
Q3 YTD 18 B / (W) Vs. Q3 YTD 17 Notes ($ in millions) Reported $ % Adjusted EBITDA 394 43 12% Depreciation & Amort. (163) (11) (7%) Interest Expense, net (172) 75 30% Reduction in debt levels and reduced cost of debt Other (28) 61 n.m. $98M gain upon conversion of preferred equity in April 18, offset by FX revaluation Income Tax (66) (52) n.m. Timing of tax accrual, in addition 2017 included $30M one-time benefit Income/(Loss) From Continuing Operations (36) 115 Discontinued Operations (Net of Tax) 23 (22) n.m. Impacted by timing of tax accrual Net Gain/(Loss) on Sale of Disc. Ops. 312 312 n.m. Net Income / (Loss) 299 406 n.m. 2018 Q3 YTD Net Income Reconciliation Q3 YTD Results include ~$300M Gain related to Asset Sales
B / (W) Vs. ($ millions) Q3 18 Q3 17 Notes Unlevered Operating Cash Flow (excl. Interest/Debt Refi) 396 (55) Timing impact from asset divestitures; ($24M) impact from FX Capex (62) (10) Unlevered Free Cash Flow 334 (65) Cash Interest (42) 57 3Q 2017 included $39M of interest paid on seller note that was settled Debt Refinancing Cost - - Reported Free Cash Flow 292 (8) Seasonally Strong Cash Flow in Q3 due to Intakes 2018 Third Quarter Free Cash Flow
B / (W) Vs. ($ millions) Q3 YTD 18 Q3 YTD 17 Notes Unlevered Operating Cash Flow (excl. Interest/Debt Refi) 524 (49) Timing impact from asset divestitures; ($23M) impact from FX Capex (164) (16) Unlevered Free Cash Flow 360 (65) Cash Interest (168) 170 Lower debt balance and reduced cost of debt; Prior Year seller note interest Debt Refinancing Cost - 23 Reported Free Cash Flow 192 128 YTD FCF up $128M due to Interest Expense Reductions 2018 Q3 YTD Free Cash Flow
2018 guidance
(USD millions, except enrollments in thousands) Total Enrollment Revenues Adj. EBITDA 2017 Results 865 $3,386 $615 2017 Normalized Adjustments (1) ($13) 2017 Proforma 865 $3,386 $603 Organic Growth Essentially $69 $84 $42 $47 Growth % Flat 2.0% - 2.5% 7.0% - 8.0% 2018 FXN Guidance ex Divestitures (CC) ~ 865 $3,455 $3,470 $645 $650 FX Impact (spot FX) (2) - ($115) ($30) 2018 Guidance ex Divestitures (@ spot FX) (2) ~ 865 $3,340 $3,355 $615 $620 Normalized adjustment include ($20.3) million sale of property, impact of acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in recorded indemnification assets, and $22.8 million expense associated with our debt refinancing transactions in the second quarter of 2017 Based on spot FX rates as of 10/31/2018 (local currency per U.S. dollar) of MXN 20.27, BRL 3.72, CLP 696, PEN 3.37, EUR 0.88 for November December 2018. FX impact may change based on fluctuations in currency rates in future periods Note: An outlook for 2018 net income and reconciliation of the forward-looking 2018 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. FY 2018 Guidance (Continuing Operations) Includes ~$35M of G&A expenses (regional and corporate) which are expected to be progressively phased out following the completion of our announced divestitures ($10M) unfavorable FX impact as compared to spot rates at time of prior guidance
2018 Guidance Summary Guidance FY Q4 ($ in millions) (Enrollments in thousands) Level 2018 2018 Total Enrollments Continuing Operations ~ 865K Revenue Continuing Operations $3,340 - $3,355 $903 - $918 Adjusted EBITDA Continuing Operations $615 - $620 $221 - $226 Cash Taxes Continuing Operations 26% of EBIT (excluding gain on asset sales) Net Debt (1) Consolidated ~ $2,000 Capex as % Revenue Consolidated 6% - 7% Cash Interest Consolidated ~ $230 Free Cash Flow (2) Consolidated ~ $100 Including benefit of net proceeds from the sales of St Augustine and Malaysia Free Cash Flow defined as operating cash flow less capital expenditures; includes discontinued operations consistent with how the Statement of Cash Flow is presented in our public filings Note: An outlook for 2018 net income and reconciliation of the forward-looking 2018 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. $1+ Billion in Proceeds Expected in 2019 From Pending and Previously Announced Divestitures
Appendix
Other Information
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, Andean & Rest of World) Q3 represents the large intake for our Northern Hemisphere institutions (Mexico and Online & Partnerships) Seasonality: Main Enrollment Intakes
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) Revenue Seasonality Adj. EBITDA Seasonality New Enrollments Seasonality Factors Affecting Seasonality Intake cycles Q1 Southern Hemisphere Q3 Northern Hemisphere Academic calendar FX trends Intra-Year Seasonality Trends (Continuing Operations)
Financial Tables
Consolidated Statements of Operations Note: Dollars in millions, except per share amounts, and may not sum to total due to rounding Financial Tables For the three months ended September 30, For the three months ended September 30, For the nine months ended September 30, For the nine months ended September 30, IN MILLIONS 2018 2018 2017 2017 Change Change 2018 2018 2017 2017 Change Change Revenues $ 787.1 $ 818.6 $ (31.5 ) $ 2,436.5 $ 2,434.7 $ 1.8 Costs and expenses: Direct costs 677.8 728.7 (50.9 ) 2,081.1 2,110.9 (29.8 ) General and administrative expenses 73.7 65.0 8.7 194.2 221.9 (27.7 ) Loss on impairment of assets 10.0 10.0 10.0 10.0 Operating income 25.6 24.9 0.7 151.2 101.9 49.3 Interest income 3.5 3.7 (0.2 ) 9.4 9.7 (0.3 ) Interest expense (58.3 ) (69.1 ) 10.8 (181.8 ) (256.7 ) 74.9 Loss on debt extinguishment (7.5 ) (8.4 ) 0.9 (Loss) gain on derivatives (0.1 ) (19.9 ) 19.8 92.1 19.2 72.9 Other income (expense), net 8.3 (0.8 ) 9.1 10.8 (0.6 ) 11.4 Foreign currency exchange (loss) gain, net (26.5 ) 6.6 (33.1 ) (43.9 ) (2.2 ) (41.7 ) (Loss) income from continuing operations before income taxes (47.6 ) (54.7 ) 7.1 30.3 (137.1 ) 167.4 Income tax benefit (expense) 3.8 (12.5 ) 16.3 (65.8 ) (13.7 ) (52.1 ) Loss from continuing operations (43.8 ) (67.2 ) 23.4 (35.5 ) (150.8 ) 115.3 (Loss) income from discontinued operations, net of tax (34.5 ) (36.3 ) 1.8 22.5 44.0 (21.5 ) (Loss) gain on sales of discontinued operations, net of tax (18.4 ) (18.4 ) 311.9 311.9 Net (loss) income (96.7 ) (103.5 ) 6.8 298.8 (106.7 ) 405.5 Net loss (income) attributable to noncontrolling interests 1.9 5.5 (3.6 ) (0.3 ) 2.4 (2.7 ) Net (loss) income attributable to Laureate Education, Inc. $ (94.8 ) $ (98.0 ) $ 3.2 $ 298.5 $ (104.4 ) $ 402.9 Subtotal: accretion of Series A Preferred Stock, net and other redeemable noncontrolling interests and equity $ 0.3 $ (84.1 ) $ 84.4 $ 12.7 $ (192.1 ) $ 204.8 Net income (loss) available to common stockholders $ (94.5 ) $ (182.0 ) $ 87.5 $ 311.2 $ (296.5 ) $ 607.7 Basic and diluted (loss) earnings per share: Basic and diluted weighted average shares outstanding 224.0 178.9 45.1 209.1 167.3 41.8 Diluted weighted average shares outstanding 224.0 178.9 45.1 209.1 167.3 41.8 Basic (loss) earnings per share $ (0.42 ) $ (1.02 ) $ 0.60 $ 1.49 $ (1.77 ) $ 3.26 Diluted (loss) earnings per share $ (0.42 ) $ (1.02 ) $ 0.60 $ 1.43 $ (1.77 ) $ 3.20
Note: Dollars in millions, except per share amounts, and may not sum to total due to rounding Revenue and Adjusted EBITDA by segment Financial Tables IN MILLIONS % Change $ Variance Components $ Variance Components For the three months ended September 30, 2018 2018 2017 2017 Reported Organic Constant Currency(1) Total Total Organic Constant Currency Organic Constant Currency Other Other Acq/Div. Acq/Div. FX FX Revenues Brazil $ 121.1 $ 170.5 (29)% (10)% $ (49.4 ) $ (16.3 ) $ $ $ (33.1 ) Mexico 148.3 141.2 5% 12% 7.1 17.0 (9.9 ) Andean 299.6 295.2 1% 4% 4.4 12.5 (8.1 ) Rest of World 56.5 49.0 15% 22% 7.5 11.0 (3.5 ) Online & Partnerships 165.2 168.4 (2)% (2)% (3.2 ) (3.2 ) Corporate & Eliminations (3.7 ) (5.7 ) 35% 35% 2.0 2.0 Total Revenues $ 787.1 $ 818.6 (4)% 3% $ (31.5 ) $ 23.1 $ $ $ (54.6 ) Adjusted EBITDA Brazil $ 0.7 $ 9.1 (92)% (75)% $ (8.4 ) $ (6.8 ) $ 1.6 $ $ (3.2 ) Mexico 23.7 6.5 265% 292% 17.2 19.0 (0.1 ) (1.7 ) Andean 90.6 90.6 % 3% 3.1 (3.1 ) Rest of World 5.3 (0.4 ) 1,425% 1,525% 5.7 6.1 (0.4 ) Online & Partnerships 45.7 42.9 7% 7% 2.8 2.8 Corporate & Eliminations (45.5 ) (48.7 ) 7% 7% 3.2 3.2 Total Adjusted EBITDA $ 120.5 $ 99.9 21% 28% $ 20.6 $ 27.5 $ 1.5 $ $ (8.4 ) (1) Organic Constant Currency results exclude the period-over-period impact from currency fluctuations, acquisitions and divestitures, and other items. Other items include the impact of acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in recorded indemnification assets. Organic Constant Currency is calculated using the change from prior-period average foreign exchange rates to current-period average foreign exchange rates, as applied to local-currency operating results for the current period. The Organic Constant Currency % changes are calculated by dividing the Organic Constant Currency amounts by the 2017 Revenues and Adjusted EBITDA amounts, excluding the impact of the divestitures.
Note: Dollars in millions, except per share amounts, and may not sum to total due to rounding Revenue and Adjusted EBITDA by segment Financial Tables IN MILLIONS % Change $ Variance Components $ Variance Components For the nine months ended September 30, 2018 2018 2017 2017 Reported Organic Constant Currency(2) Total Total Organic Constant Currency Organic Constant Currency Other Other Acq/Div. Acq/Div. FX FX Revenues Brazil $ 469.5 $ 548.0 (14)% (3)% $ (78.5 ) $ (14.3 ) $ $ $ (64.2 ) Mexico 463.9 452.0 3% 3% 11.9 15.8 (3.9 ) Andean 844.2 779.1 8% 6% 65.1 49.8 15.3 Rest of World 170.2 149.2 14% 15% 21.0 23.1 (2.1 ) Online & Partnerships 498.2 521.0 (4)% (4)% (22.8 ) (22.8 ) Corporate & Eliminations (9.4 ) (14.6 ) 36% 36% 5.2 5.2 Total Revenues $ 2,436.5 $ 2,434.7 % 2% $ 1.8 $ 56.7 $ $ $ (54.9 ) Adjusted EBITDA Brazil $ 52.6 $ 61.3 (14)% (1)% (8.7 ) $ (0.9 ) $ 5.3 $ $ (13.1 ) Mexico 82.0 78.6 4% 5% 3.4 4.2 (0.4 ) (0.4 ) Andean 235.4 208.5 13% 13% 26.9 26.6 0.3 Rest of World 15.9 10.1 57% 64% 5.8 6.5 (0.7 ) Online & Partnerships 136.1 145.8 (7)% (7)% (9.7 ) (9.7 ) Corporate & Eliminations (127.5 ) (152.7 ) 17% 2% 25.2 2.4 22.8 Total Adjusted EBITDA $ 394.4 $ 351.5 12% 8% $ 42.9 $ 29.1 $ 27.7 $ $ (13.9 ) (2) Organic Constant Currency results exclude the period-over-period impact from currency fluctuations, acquisitions and divestitures, and other items. Other items include the impact of acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in recorded indemnification assets, as well as the impact of a $22.8 million expense recorded in 2017 related to the portion of the April 2017 refinancing transactions that was deemed to be a debt modification. Organic Constant Currency is calculated using the change from prior-period average foreign exchange rates to current-period average foreign exchange rates, as applied to local-currency operating results for the current period. The Organic Constant Currency % changes are calculated by dividing the Organic Constant Currency amounts by the 2017 Revenues and Adjusted EBITDA amounts, excluding the impact of the divestitures.
Note: Dollars in millions, except per share amounts, and may not sum to total due to rounding Consolidated Balance Sheets Financial Tables IN MILLIONS September 30, 2018 September 30, 2018 December 31, 2017 December 31, 2017 Change Change Assets Cash and cash equivalents $ 392.3 $ 320.6 $ 71.7 Receivables (current), net 424.6 311.1 113.5 Other current assets 290.8 332.4 (41.6 ) Current assets held for sale 346.7 324.7 22.0 Property and equipment, net 1,257.7 1,380.4 (122.7 ) Goodwill and other intangible assets 2,865.2 3,031.4 (166.2 ) Other long-term assets 405.8 466.1 (60.3 ) Long-term assets held for sale 1,007.3 1,224.7 (217.4 ) Total assets $ 6,990.5 $ 7,391.3 $ (400.8 ) Liabilities and stockholders' equity Accounts payable and accrued expenses $ 494.4 $ 525.5 $ (31.1 ) Deferred revenue and student deposits 465.3 184.1 281.2 Total long-term debt, including current portion 2,610.0 3,095.3 (485.3 ) Total due to shareholders of acquired companies, including current portion 43.1 71.8 (28.7 ) Other liabilities 645.9 656.0 (10.1 ) Current and long-term liabilities held for sale 747.6 857.3 (109.7 ) Total liabilities 5,006.2 5,390.0 (383.8 ) Convertible redeemable preferred stock 400.3 (400.3 ) Redeemable noncontrolling interests and equity 12.7 13.7 (1.0 ) Total stockholders' equity 1,971.7 1,587.3 384.4 Total liabilities and stockholders' equity $ 6,990.5 $ 7,391.3 $ (400.8 )
Note: Dollars in millions, except per share amounts, and may not sum to total due to rounding Consolidated Statements of Cash Flows Financial Tables For the nine months ended September 30, For the nine months ended September 30, IN MILLIONS 2018 2018 2017 2017 Change Change Cash flows from operating activities Net income (loss) $ 298.8 $ (106.7 ) $ 405.5 Depreciation and amortization 190.0 199.4 (9.4 ) Loss on impairment of assets 10.0 10.0 (Gain) loss on sales of subsidiaries and disposal of property and equipment, net (293.0 ) 3.1 (296.1 ) Gain on derivative instruments (92.7 ) (19.6 ) (73.1 ) Proceeds from settlement of derivative contracts 14.1 14.1 Loss on debt extinguishment 7.5 8.4 (0.9 ) Interest paid on deferred purchase price for acquisitions (39.4 ) 39.4 Unrealized foreign currency exchange loss 53.7 4.9 48.8 Income tax receivable/payable, net (10.1 ) (19.8 ) 9.7 Working capital, excluding tax accounts 82.7 35.3 47.4 Other non-cash adjustments 95.3 146.3 (51.0 ) Net cash provided by operating activities 356.4 211.8 144.6 Cash flows from investing activities Purchase of property and equipment (150.5 ) (134.6 ) (15.9 ) Expenditures for deferred costs (13.2 ) (12.7 ) (0.5 ) Receipts from sales of discontinued operations and property and equipment, net of cash sold 375.8 1.2 374.6 Settlement of derivatives related to sale of discontinued operations (10.0 ) (10.0 ) Investing other, net 24.6 (0.1 ) 24.7 Net cash provided by (used in) investing activities 226.8 (146.3 ) 373.1 Cash flows from financing activities Decrease in long-term debt, net (454.9 ) (345.8 ) (109.1 ) Payments of deferred purchase price for acquisitions (17.6 ) (93.8 ) 76.2 Proceeds from issuance of convertible redeemable preferred stock, net of issuance costs 55.3 (55.3 ) Payment of dividends on Series A Preferred Stock (11.1 ) (5.3 ) (5.8 ) Proceeds from initial public offering, net of issuance costs 456.4 (456.4 ) Payments of debt issuance costs and redemption and call premiums for debt modification (0.5 ) (76.5 ) 76.0 Financing other, net (2.8 ) (1.6 ) (1.2 ) Net cash used in financing activities (486.9 ) (11.4 ) (475.5 ) Effects of exchange rate changes on Cash and cash equivalents and Restricted cash (4.5 ) 26.0 (30.5 ) Change in cash included in current assets held for sale (35.4 ) (68.1 ) 32.7 Net change in Cash and cash equivalents and Restricted cash 56.4 11.9 44.5 Cash and cash equivalents and Restricted cash at beginning of period 532.8 474.3 58.5 Cash and cash equivalents and Restricted cash at end of period $ 589.1 $ 486.3 $ 102.8
Note: Dollars in millions, except per share amounts, and may not sum to total due to rounding Non-GAAP Reconciliation Financial Tables For the three months ended September 30, For the three months ended September 30, For the nine months ended September 30, For the nine months ended September 30, IN MILLIONS 2018 2018 2017 2017 Change Change 2018 2018 2017 2017 Change Change Loss from continuing operations (43.8 ) (67.2 ) 23.4 (35.5 ) (150.8 ) 115.3 Plus: Income tax (benefit) expense (3.8 ) 12.5 (16.3 ) 65.8 13.7 52.1 (Loss) income from continuing operations before income taxes (47.6 ) (54.7 ) 7.1 30.3 (137.1 ) 167.4 Plus: Foreign currency exchange loss (gain), net 26.5 (6.6 ) 33.1 43.9 2.2 41.7 Other (income) expense, net (8.3 ) 0.8 (9.1 ) (10.8 ) 0.6 (11.4 ) Loss (gain) on derivatives 0.1 19.9 (19.8 ) (92.1 ) (19.2 ) (72.9 ) Loss on debt extinguishment 7.5 8.4 (0.9 ) Interest expense 58.3 69.1 (10.8 ) 181.8 256.7 (74.9 ) Interest income (3.5 ) (3.7 ) 0.2 (9.4 ) (9.7 ) 0.3 Operating income 25.6 24.9 0.7 151.2 101.9 49.3 Plus: Depreciation and amortization 53.5 51.9 1.6 163.3 152.5 10.8 EBITDA 79.1 76.8 2.3 314.5 254.4 60.1 Plus: Share-based compensation expense (3) 6.4 8.0 (1.6 ) 9.6 42.2 (32.6 ) Loss on impairment of assets (4) 10.0 10.0 10.0 10.0 EiP implementation expenses (5) 25.0 15.2 9.8 60.3 54.9 5.4 Adjusted EBITDA $ 120.5 $ 99.9 $ 20.6 $ 394.4 $ 351.5 $ 42.9 (3) Represents non-cash, share-based compensation expense pursuant to the provisions of ASC Topic 718. (4) Represents non-cash charges related to impairments of long-lived assets. For further details on certain impairment items see "Discussion of Significant Items Affecting the Consolidated Results for the Nine Months Ended September 30, 2018 and 2017 - Impairments." (5) 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 began in 2014 and was substantially completed in 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 have expanded the initiative into other back- and mid-office areas, as well as certain student-facing activities, in order to generate additional efficiencies and create a more efficient organizational structure. Also included in EiP are certain non-recurring costs incurred in connection with the planned and completed dispositions.
[LOGO]
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
WP& #.'?;"&-[) M-HA*K0L, 3@ 2D6(8_))1=[K(70A5:B$,X%%_$TY>^ M4)LPA$WTN#UFK6OYA;!*>$ Y?7> 8O: @DH8 &(+"YG8 X00\N+I4ZQ %#R?57%FN =8Z@ #6 M%@&,[9EL77/O 5Y92Z1]S7(BB"4&>K"#'M'WB;7+@ME*QX=.[,$(+[A 6HV0 M!2,Z3=+>2YL/,TSJ4L,$'92;ZP-8L,&QBF!I#\#:U>2K,01*0 1U2,0A#A$\ M+_J.H5\,XXT?6EH?1Q1A"#LCLE&;B(@F#%\&^P,)*EC+6H[K "J^HG!9&D=' M+&*B;&R9E]E([G(CEV