Dispositions

3 Months Ended

Mar. 31, 2019

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations and Assets Held for Sale

As discussed in Note 1, Description of Business, on August 9, 2018, the Company announced that it plans to focus on its principal markets and will divest certain of its other markets. The principal markets that will remain (the Continuing Operations) include Brazil, Chile, Mexico, and Peru, along with the Online & Partnerships segment and the institutions in Australia and New Zealand. The markets to be divested (the Discontinued Operations) include the institutions in Portugal and Spain, which are part of the Andean segment, all remaining institutions in the Central America & U.S. Campuses segment, and all remaining institutions in the Rest of World segment, except for Australia, New Zealand and the managed institutions in the Kingdom of Saudi Arabia and China. The institutions in the Kingdom of Saudi Arabia are managed under a contract that expires in August 2019. Included in the Discontinued Operations are six VIE institutions.

The divestitures are expected to create a more focused and simplified business model and generate proceeds that will be used for further repayment of long-term debt. The timing and ability to complete any of these transactions is uncertain and will be subject to market and other conditions, which may include regulatory approvals and consents of third parties.

Summarized operating results and cash flows of the Discontinued Operations are presented in the following tables:



For the three months ended March 31,	2019			2018
Revenues	$	202,616		$	253,072
Depreciation and amortization	—			10,793
Share-based compensation expense	162			321
Other direct costs	139,648			176,799
Operating income	62,806			65,159
Other non-operating income	3,118			76
Pretax income of discontinued operations	65,924			65,235
Income tax expense	(9,350		)	(46,382		)
Income from discontinued operations, net of tax	$	56,574		$	18,853

Operating cash flows of discontinued operations	$	16,124		$	20,682
Investing cash flows of discontinued operations	$	(7,410	)	$	(11,253	)
Financing cash flows of discontinued operations	$	(15,473	)	$	(5,421	)

The assets and liabilities of the Discontinued Operations, which are subject to finalization, have been classified as held for sale as of March 31, 2019 and December 31, 2018, in accordance with ASC 205. The assets and liabilities are recorded at the lower of their carrying values or their estimated 'fair values less costs to sell.' In addition to the Discontinued Operations, UniNorte, an institution in the Brazil segment, has also been classified as held for sale as of March 31, 2019. UniNorte is included in Continuing Operations as it is not part of the strategic shift described above. As described in Note 21, Subsequent Events, on April 16, 2019, the Company entered into an agreement to divest UniNorte, which it expects to close during the second half of 2019.

The carrying amounts of the major classes of assets and liabilities that were classified as held for sale are presented in the following tables:



	March 31, 2019		December 31, 2018
Assets of Discontinued Operations
Cash and cash equivalents	$	215,599	$	214,934
Receivables, net	55,295		38,588
Property and equipment, net	558,226		667,527
Goodwill	72,990		131,329
Tradenames	94,235		124,932
Operating lease right-of-use assets, net	122,913		—
Other assets	82,235		99,566
Subtotal: assets of Discontinued Operations	$	1,201,493	$	1,276,876

Other assets classified as held for sale: UniNorte Brazil
Receivables, net	$	7,435	$	6,983
Property and equipment, net	14,248		16,726
Goodwill	15,243		15,165
Tradenames	8,188		8,146
Operating lease right-of-use assets, net	18,652		—
Other assets	4,603		13,935
Subtotal: other assets classified as held for sale	$	68,369	$	60,955

Total assets held for sale	$	1,269,862	$	1,337,831



	March 31, 2019		December 31, 2018
Liabilities of Discontinued Operations
Deferred revenue and student deposits	$	99,759	$	115,969
Operating leases, including current portion	132,720		—
Long-term debt and finance leases, including current portion	183,365		278,074
Other liabilities	248,810		253,397
Subtotal: liabilities of Discontinued Operations	$	664,654	$	647,440

Other liabilities classified as held for sale: UniNorte Brazil
Deferred revenue and student deposits	$	2,553	$	469
Operating leases, including current portion	11,594		—
Long-term debt and finance leases, including current portion	2,493		5,370
Other liabilities	8,406		9,405
Subtotal: other liabilities classified as held for sale	$	25,046	$	15,244

Total liabilities held for sale	$	689,700	$	662,684

Dispositions

Sale of the University of St. Augustine for Health Sciences, LLC (St. Augustine)

As previously disclosed in our 2018 Form 10-K, the sale of St. Augustine was completed on February 1, 2019. The total transaction value under the sale agreement was $400,000. Upon completion of the sale, the Company received net proceeds of approximately $346,400, which included $11,700 of customary closing adjustments, and was net of $58,100 of debt assumed by the purchaser and fees of $7,200. The proceeds net of cash sold were approximately $301,500, which the Company used to repay outstanding indebtedness under its U.S. term loan and revolving credit facility. The Company recognized a pre-tax gain on the sale of approximately $223,500, which is included in gain on sales of discontinued operations on the Consolidated Statements of Operations.

Sale of Thailand Operations

As previously disclosed in our 2018 Form 10-K, on February 12, 2019, the Company completed the sale of its interests in Thai Education Holdings Company Limited, a Thailand corporation (TEDCO), and Far East Stamford International Co. Ltd. (FES), a Thailand corporation. TEDCO was the owner of a controlling interest in FES, which was the license holder for Stamford International University, which had three campuses in Thailand. The total purchase price was approximately $35,300, and net proceeds were approximately $27,900, net of debt assumed by the buyer and other customary closing adjustments. Of the $27,900 in net proceeds, $23,700, or $20,300 net of cash sold, was received at closing. The balance of $4,200 is payable upon satisfaction of certain post-closing requirements. The Company recognized a pre-tax gain on the sale of approximately $10,800, which is included in gain on sales of discontinued operations on the Consolidated Statements of Operations.

Additional Gain on Sale of China Operations

As previously disclosed in our 2018 Form 10-K, on January 25, 2018, the Company completed the sale of LEI Lie Ying Limited (LEILY). A portion of the purchase price was held back and subject to deduction of any indemnifiable losses payable to the buyer pursuant to the sale purchase agreement. On January 25, 2019, Laureate received HKD 71,463 (approximately US $9,100 at date of receipt) for the second and final holdback payment, net of legal fees. Also, as of December 31, 2018, the Company had recorded a liability of approximately $14,300 related to loss contingencies for which the Company had indemnified the buyer. During the first quarter of 2019, the legal matter that this loss contingency related to was settled, with no cost to the Company. Accordingly, during the three months ended March 31, 2019, the Company reversed the loss contingency and recognized additional gain on the sale of LEILY of approximately $13,700, which is included in gain on sales of discontinued operations on the Consolidated Statements of Operations. The remaining liability recorded relates to certain legal fees. Additionally, at the closing of the sale on January 25, 2018, a portion of the total transaction value was paid into an escrow account and will be distributed to the Company pursuant to the terms and conditions of the escrow agreement. As of both March 31, 2019 and December 31, 2018, the Company has recorded a receivable of approximately $25,900 for the portion of the escrowed amount that the Company expects to receive.