0001628280-19-002281.txt : 20190228 0001628280-19-002281.hdr.sgml : 20190228 20190228163022 ACCESSION NUMBER: 0001628280-19-002281 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190228 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190228 DATE AS OF CHANGE: 20190228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAUREATE EDUCATION, INC. CENTRAL INDEX KEY: 0000912766 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 521492296 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 19643770 BUSINESS ADDRESS: STREET 1: 650 S. EXETER STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108436100 MAIL ADDRESS: STREET 1: 650 S. EXETER STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: SYLVAN LEARNING SYSTEMS INC DATE OF NAME CHANGE: 19930929 8-K 1 a8-kquarterlysegmentinform.htm 8-K Document


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)
February 28, 2019
 
Laureate Education, Inc.
(Exact name of registrant as specified in its charter)

 
Delaware
 
001-38002
 
52-1492296
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
650 South Exeter Street
Baltimore, MD 21202
(Address of principal executive offices, including zip code)
 
(410) 843-6100
(Registrant’s 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 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





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Item 7.01.    Regulation FD Disclosure.

On February 28, 2019, Laureate Education, Inc. (the “Company”) made available certain selected unaudited historical financial and enrollment information for our reportable segments for the four fiscal quarters in 2017 and the first three fiscal quarters of 2018, as recast for the effects of discontinued operations. This presentation is consistent with our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2018, filed with the Securities and Exchange Commission (the ‘‘SEC’’) on November 8, 2018, and our Current Report on Form 8-K filed with the SEC on November 13, 2018, in which we recast the financial information contained in our Annual Report on Form 10-K for the year ended December 31, 2017 for the effects of discontinued operations.

A copy of the selected unaudited historical financial and enrollment information is attached to this Current Report on Form 8-K as Exhibit 99.1. The information in this Item 7.01 and the attached exhibit are being furnished and shall not be deemed to be “filed” for 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, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
Description
99.1





































2





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/ Tal Darmon
 
Name:
Tal Darmon
 
Title:
Senior Vice President, Chief Accounting Officer and Global Controller

Date: February 28, 2019









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 EX-99.1 2 exhibit991.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1


The following table presents total consolidated revenues (unaudited) for our reportable segments for the four fiscal quarters in 2017 and the first three fiscal quarters of 2018, as recast for the effects of discontinued operations:
(in millions, may not sum due to rounding)

3Q 2018

2Q 2018

1Q 2018

4Q 2017

3Q 2017

2Q 2017

1Q 2017

Brazil
$
121.1

$
225.6

$
122.8

$
217.8

$
170.5

$
260.6

$
116.8

Mexico
148.3

159.6

155.9

194.2

141.2

160.0

150.9

Andean
299.6

409.5

135.1

306.5

295.2

371.0

113.0

Rest of World
56.5

61.3

52.3

65.6

49.0

55.4

44.7

Online & Partnerships
165.2

165.0

168.0

169.4

168.4

175.5

177.1

Corporate(1)
(3.7
)
(3.9
)
(1.8
)
(2.2
)
(5.7
)
(5.4
)
(3.5
)
Consolidated Total Revenues
$
787.1

$
1,017.2

$
632.2

$
951.2

$
818.6

$
1,017.1

$
599.0

(1) Represents the elimination of intersegment revenues and amounts related to Corporate.

Non-GAAP Financial Measure

We define Adjusted EBITDA as income (loss) from continuing operations, before equity in net (income) loss of affiliates, net of tax, income tax expense (benefit), loss (gain) on sale of subsidiaries, net, foreign currency exchange (gain) loss, net, other (income) expense, net, loss (gain) on derivatives, loss on debt extinguishment, interest expense and interest income, plus depreciation and amortization, share-based compensation expense, loss on impairment of assets and expenses related to implementation of our EiP initiative. When we review Adjusted EBITDA on a segment basis, we exclude inter-segment revenues and expenses that eliminate in consolidation. Adjusted EBITDA is used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures.

Adjusted EBITDA 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 financial measure 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.

The following table presents Adjusted EBITDA (unaudited) for our reportable segments, as well as our Corporate segment, for the four fiscal quarters in 2017 and the first three fiscal quarters of 2018, as recast for the effects of discontinued operations:
(in millions, may not sum due to rounding)

3Q 2018

2Q 2018

1Q 2018

4Q 2017

3Q 2017

2Q 2017

1Q 2017

Brazil
$
0.7

$
77.9

$
(26.0
)
$
72.9

$
9.1

$
91.3

$
(39.1
)
Mexico
23.7

27.8

30.4

68.6

6.5

34.2

37.9

Andean
90.6

184.2

(39.4
)
92.8

90.6

164.5

(46.6
)
Rest of World
5.3

7.6

3.0

22.3

(0.4
)
6.7

3.8

Online & Partnerships
45.7

45.4

45.0

58.8

42.9

48.8

54.1

Corporate
(45.5
)
(39.3
)
(42.6
)
(51.4
)
(48.7
)
(68.9
)
(35.0
)
Consolidated Total Adjusted EBITDA
$
120.5

$
303.7

$
(29.7
)
$
264.0

$
99.9

$
276.5

$
(25.0
)


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The following table (unaudited) reconciles consolidated income (loss) from continuing operations to Adjusted EBITDA for the four fiscal quarters in 2017 and the first three fiscal quarters of 2018:
(in millions, may not sum due to rounding)
3Q 2018
2Q 2018
1Q 2018
4Q 2017
3Q 2017
2Q 2017
1Q 2017
(Loss) income from continuing operations
$
(43.8
)
$
173.8

$
(165.6
)
$
171.6

$
(67.2
)
$
83.2

$
(166.8
)
Plus:
 
 
 
 
 
 
 
Equity in net income of affiliates, net of tax
—

—

—

(0.2
)
—

—

—

Income tax (benefit) expense
(3.8
)
92.7

(23.1
)
(105.0
)
12.5

33.2

(32.1
)
(Loss) income from continuing operations before income taxes and equity in net income of affiliates
(47.6
)
266.5

(188.7
)
66.5

(54.7
)
116.4

(198.9
)
Plus:
 
 
 
 
 
 
 
Loss on sale of subsidiaries, net
—

—

—

10.5

—

—

—

Foreign currency exchange loss (gain), net
26.5

5.7

11.8

(4.8
)
(6.6
)
10.4

(1.5
)
Other (income) expense, net
(8.3
)
0.1

(2.6
)
1.3

0.8

0.3

(0.5
)
Loss (gain) on derivatives
0.1

(111.6
)
19.3

(9.5
)
19.9

(27.0
)
(12.1
)
Loss on debt extinguishment
—

—

7.5

—

—

6.9

1.5

Interest expense
58.3

60.1

63.3

78.2

69.1

91.9

95.7

Interest income
(3.5
)
(2.6
)
(3.3
)
(2.2
)
(3.7
)
(2.8
)
(3.2
)
Operating income (loss)
25.6

218.1

(92.6
)
140.1

24.9

196.0

(119.0
)
Plus:
 
 
 
 
 
 
 
Depreciation and amortization
53.5

52.9

57.0

51.8

51.9

51.6

48.9

EBITDA
79.1

271.1

(35.6
)
191.9

76.8

247.7

(70.1
)
Plus:
 
 
 
 
 
 
 
Share-based compensation expense (a)
6.4

7.3

(4.1
)
19.6

8.0

12.1

22.2

Loss on impairment of assets (b)
10.0

—

—

7.1

—

—

—

EiP implementation expenses (c)
25.0

25.2

10.1

45.3

15.2

16.8

22.9

Adjusted EBITDA
$
120.5

$
303.7

$
(29.7
)
$
264.0

$
99.9

$
276.5

$
(25.0
)

(a) Represents non-cash, share-based compensation expense pursuant to the provisions of ASC 718.
(b) 
Represents non-cash charges related to impairments of long-lived assets.
(c) 
EiP implementation expenses are related to our Excellence-in-Process (EiP) initiative, an 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 shared service organizations 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 dispositions.

The following table presents new enrollments for our reportable segments for the four fiscal quarters in 2017 and the first three fiscal quarters of 2018, as recast for the effects of discontinued operations:
(rounded to the nearest hundred)
3Q 2018

2Q 2018

1Q 2018

4Q 2017

3Q 2017

2Q 2017

1Q 2017

Brazil
54,200

16,200

86,600

6,200

49,600

11,100

82,900

Mexico
63,800

15,300

28,300

1,500

63,200

14,500

28,100

Andean
22,700

3,400

91,900

1,100

21,700

17,600

76,200

Rest of World
4,700

2,200

5,300

500

4,600

1,600

5,300

Online & Partnerships
9,900

8,100

9,000

7,300

9,800

8,900

9,100

Total New Enrollments
155,300

45,200

221,100

16,600

148,900

53,700

201,600



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The following table presents total enrollments for our reportable segments for the four fiscal quarters in 2017 and the first three fiscal quarters of 2018, as recast for the effects of discontinued operations:
(rounded to the nearest hundred)
3Q 2018

2Q 2018

1Q 2018

4Q 2017

3Q 2017

2Q 2017

1Q 2017

Brazil
273,000

293,700

291,700

271,200

275,000

282,200

283,900

Mexico
210,200

187,600

198,900

214,200

212,300

191,800

200,200

Andean
314,800

321,300

327,400

299,100

307,400

313,700

311,200

Rest of World
19,100

17,300

18,500

17,200

16,700

15,300

16,300

Online & Partnerships
62,000

58,900

62,300

63,500

64,700

65,900

67,000

Total Enrollments
879,100

878,800

898,800

865,200

876,100

868,900

878,600



3