XML 42 R10.htm IDEA: XBRL DOCUMENT v3.8.0.1
Acquisitions
9 Months Ended
Sep. 30, 2017
Business Combinations [Abstract]  
Acquisitions
Acquisitions

During the nine months ended September 30, 2017, Laureate consummated the business acquisition outlined below, which is included in our Consolidated Financial Statements commencing from the date of acquisition.

Australia

In June 2017, our EMEAA segment acquired the assets and business of the nursing division of Careers Australia (CA Nursing), a vocational institution in Australia, for a cash purchase price of AUD 1,107 (US $835 at the date of acquisition) plus debt assumed of AUD 9,850 (US $7,433 at the acquisition date). We accounted for this acquisition as a business combination. For this acquisition, Revenues, Operating income and Net (loss) income attributable to Laureate Education, Inc. were immaterial for the nine months ended September 30, 2017.

The following table summarizes the estimated fair value of all assets acquired and the liabilities assumed at the date of acquisition:

CA Nursing
Australia
Property and equipment
$
9,581

Goodwill
3,099

Other intangible assets
3,293

   Total assets acquired
15,973

Current portion of long-term debt
166

Other current liabilities
5,960

Long-term debt, less current portion
7,267

Other long-term liabilities
1,745

   Total liabilities
15,138

Net assets acquired attributable to Laureate Education, Inc.
835

Debt assumed
7,433

Net assets acquired attributable to Laureate Education, Inc. plus debt assumed
$
8,268



Net assets acquired
$
835

Net cash paid at acquisition
$
835



The amounts recorded in the 2017 acquisition are provisional and Laureate is in the process of finalizing the amounts recorded for the assets and liabilities primarily related to goodwill, intangible assets and deferred revenue. None of the goodwill related to the 2017 acquisition is expected to be deductible for income tax purposes.
Due to Shareholders of Acquired Companies

The amounts due to shareholders of acquired companies generally arise in connection with Laureate’s acquisition of a majority or all of the ownership interest of these companies. Promissory notes payable to the sellers of acquired companies, referred to as “seller notes,” are commonly used as a means of payment for business acquisitions. Seller note payments are classified as Payments of deferred purchase price for acquisitions within financing activities in our Consolidated Statements of Cash Flows. The amounts due to shareholders of acquired companies, currencies, and interest rates applied were as follows:
 
September 30, 2017
December 31, 2016
Nominal Currency
Interest
Rate %
Universidade Anhembi Morumbi (UAM Brazil)
$
46,475

$
52,043

BRL
CDI + 2%
University of St. Augustine for Health Sciences, LLC
(St. Augustine)
11,550

11,550

USD
7%
Monash South Africa (MSA)
9,591

27,462

AUD
n/a, 6.75%
Universidad Tecnologica Centroamericana (UNITEC Honduras)
4,184

5,196

 HNL
IIBC
CH Holding Netherlands B.V. (CH Holding)
3,885

8,587

USD
n/a
Faculdade Porto-Alegrense (FAPA)
3,132

2,973

 BRL
IGP-M
IADE Group
2,358

2,755

 EUR
3%
Faculdades Metropolitanas Unidas Educacionais (FMU)

100,382

BRL
CDI
Total due to shareholders of acquired companies
81,175

210,948

 
 
Less: Current portion of due to shareholders of acquired companies
28,881

118,679

 
 
Due to shareholders of acquired companies, less current portion
$
52,294

$
92,269

 
 
AUD: Australian Dollar
 
CDI: Certificados de Depósitos Interbancários (Brazil)
BRL: Brazilian Real
 
IIBC: Índice de Inflación del Banco Central (Honduras)
EUR: European Euro
 
IGP-M: General Index of Market Prices (Brazil)
HNL: Honduran Lempira
 
 
USD: United States Dollar
 
 


IADE Group

A working capital adjustment was recorded during the year ended December 31, 2015 in accordance with the purchase agreement entered into in connection with this acquisition. This liability of EUR 639 (US $694 at the date of payment) was settled during the second quarter of 2017. The remaining balance outstanding relates to two EUR 1,000 tranches to be paid 36 months and 60 months from the March 27, 2015 date of acquisition.

FMU

At the acquisition date of FMU on September 12, 2014, Laureate financed a portion of the purchase price with promissory notes payable to the seller of BRL 250,000. These seller notes matured on September 12, 2017 and the principal and interest were fully repaid in the amount of BRL 358,606 (US $114,578 at the date of payment).