EX-99.2 3 a5345524ex992.htm EXHIBIT 99.2 Exhibit 99.2
Exhibit 99.2
 
 
 

 
 
 
1 2006 Performance vs. Guidance ($ in millions, except per EPS) Minority Share As Purchase ($ in millions, except EPS) 2006 Guidance (A) Reported Agreement ProForma Revenue LATAM $670 - $680 $687 $687 Europe $210 - $220 $224 $224 Campus-Based $880 - $900 $911 $911 Online $230 -$235 $235 $235 Total Revenue: $1,110 - $1,135 $1,146 $1,146 Enrollment Campus-Based Total 14% - 16% 11% 11% Online New 17% - 19% 16% 16% Online Total 19% - 21% 24% 24% Operating Margin Campus-Based 17% - 18% 17% 0.19% 17% Online 18% - 19% 18% 0.00% 18% Total Operating Margin 13% - 14% 13% 0.15% 13% Corporate G&A ~$46 $46 $46 Minority Interest (% campus EBIT) 17% - 18% 7.6% 11.1% 18.7% Earnings Per Share (incl. FAS 123R) $1.99 - $2.06 $1.96 $0.13 $2.09 (A) Guidance was updated with the Q3 Press Release NOTE: FAS 123R impact on EPS was $0.10

 
 
 
2 2007 Guidance ($in millions, except EPS) Guidance Guidance 1Q 2007 FY 2007 Revenue LATAM $130 - $145 $760 - $805 Europe $70 - $75 $240 - $265 Campus-Based $200 - $220 $1,000 - $1,070 Online $65 - $70 $275 - $305 Total Revenue: $265 - $290 $1,275 - $1,375 Total Enrollment Campus-Based Total 11% - 13% Online Total 18% - 21% Operating Margin Latin America (2%) - (4%) 22% - 24% Europe 22% - 23% 13% - 14% Campus Based 2% - 3% 18% - 19% Online 13% - 14% 19% - 20% Corporate G&A $10 - $12 $46 - $50 Campus G&A $6 - $7 $23 - $25 Minority Interest (% campus EBIT) 41% - 43% 10% - 12% Tax Rate 10% - 13% 10% - 13% Share Count (M) 51.7 54.2 Earnings Per Share - GAAP ($0.79) - ($0.81) $1.63 - $1.73 Transaction Fees (A) ($0.15) ($0.31) Minority Share Purchase Agreement (B) ($0.60) ($0.51) Earnings Per Share - Before Acct Change ($0.04) - ($0.06) $2.45 - $2.55 (A) Excluding compensation-related expenses payable upon the closing of the transaction, transaction fees are anticipated to be $8M in 1Q and $18M for the year (B) Minority Share Purchase Agreement (Put Option) charges are anticipated to be $31M in 1Q and $26M for the year

 
 

3 Minority Share Purchase Agreement Example: Recording the Charge EXAMPLE -- FOR ILLUSTRATIVE PURPOSES When evaluating a minority interest put option: Step 1: Calculate current value of the 10% Put option $55.0 Step 2: Compare value of the Put option to the recorded Minority Interest liability on the Balance Sheet Fair Market Historical Vested Vested Incremental Value of Put Minority Int. Shortfall % (A) Amount Liability 12/31/2006 55.0 19.0 36.0 0% 0.0 0.0 1Q Impact 5.0 31.0 3/31/2007 55.0 24.0 31.0 100% 31.0 31.0 (A) Time vesting is calculated as: Months elapsed after issuance / months from issuance until Put is exercisable Recorded as follows: Increase (credit) Minority Interest Liability $31.0 Decrease (debit) Equity ($31.0) Step 3: Calculate EPS impact at 3/31/2007 The charge to EPS is included in "Effect of Minority Put Arrangements" on the P&L. This amount ($31.0M) is recorded through equity in Step 2 above Effect of Minority Put Arrangements ($31.0) Weighted Shares 51.7 EPS Impact ($0.60)

 
 

4 Minority Share Purchase Agreement ($ in millions, except EPS) Example: Impact when the Put is Exercised Conclusion: The impact to EPS associated with ASR 268 results in timing differences, as reductions taken to EPS will be offset once the Company purchases the minority partner's shares. EXAMPLE -- FOR ILLUSTRATIVE PURPOSES Assume the Put option is exercised in 2Q 2007 (at 6/30/07) Step 1: Calculate additional Minority Interest recorded on Put option in prior periods at time of Put exercise Fair Market Historical Vested Vested Incremental Value of Put Minority Int. Shortfall % (A) Amount Liability 12/31/2006 55.0 19.0 36.0 0% 0.0 0.0 1Q Impact 5.0 31.0 3/31/2007 55.0 24.0 31.0 100% 31.0 31.0 2Q Impact 3.0 (3.0) 6/30/2007 55.0 27.0 28.0 100% 28.0 28.0 (A) Time vesting is calculated as: Months elapsed after issuance / months from issuance until Put is exercisable Step 2: Once the Put option is exercised, unwind the incremental liability recorded in all prior periods (before you apply Step Acquisition accounting) Recorded as follows: Decrease (debit) Minority Interest Liability ($28.0) Increase (credit) Equity $28.0 Step 3: Calculate EPS impact 6/30/2007 The charge to EPS is included in "Effect of Minority Put Arrangements: on the P&L. This amount ($28.0M) is recorded through equity in Step 2 above Effect of Minority Put Arrangement reversal $28.0 Weighted Shares 51.7 EPS Impact $0.54

 
 

5 Reconciliation of GAAP to Adjusted Results Non-GAAP Financial Measures Today’s earnings release contains certain non-GAAP financial measures. Management believes these non- GAAP items provide useful information to management and investors by excluding certain items that may not be indicative of the Company’s core operating and financial results. Non-GAAP financial measures exclude gain or loss from the sale of, and income or loss from, discontinued operations; certain other non-cash charges including expense related to stock options; and the impact from the charges related to minority share ownership purchase agreements (“minority put agreements”). Reconciliations of non-GAAP financial measures to corresponding GAAP amounts can be found in the tables below and in the investor relations section of the Company’s web site, www.laureate-inc.com.