Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2017shares | |
Document Information [Line Items] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Mar. 31, 2017 |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | Q1 |
Trading Symbol | LAUR |
Entity Registrant Name | LAUREATE EDUCATION, INC. |
Entity Central Index Key | 912,766 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Class A Common Stock | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 35,204,223 |
Class B Common Stock | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 133,200,256 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenues | $ 855,933 | $ 906,534 |
Costs and expenses: | ||
Direct costs | 853,232 | 869,823 |
General and administrative expenses | 65,567 | 47,868 |
Operating loss | (62,866) | (11,157) |
Interest income | 4,694 | 5,806 |
Interest expense | (102,633) | (103,769) |
Loss on debt extinguishment | (1,515) | 0 |
Gain (loss) on derivatives | 12,147 | (10,750) |
Other income (expense), net | 436 | (41) |
Foreign currency exchange gain, net | 2,290 | 27,682 |
Loss from continuing operations before income taxes and equity in net loss of affiliates | (147,447) | (92,229) |
Income tax benefit (expense) | 27,094 | (9,958) |
Equity in net loss of affiliates, net of tax | 0 | (259) |
Net loss | (120,353) | (102,446) |
Net income attributable to noncontrolling interests | (2,454) | (721) |
Net loss attributable to Laureate Education, Inc. | (122,807) | (103,167) |
Accretion of Series A convertible redeemable preferred stock and other redeemable noncontrolling interests and equity | (38,876) | 1,514 |
Net loss available to common stockholders | $ (161,683) | $ (101,653) |
Basic and diluted earnings loss per share (in dollars per share) | $ (1.05) | $ (0.76) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (120,353) | $ (102,446) |
Other comprehensive income: | ||
Foreign currency translation adjustment, net of tax of $0 for both periods | 103,396 | 28,974 |
Unrealized gain on derivative instruments, net of tax of $0 for both periods | 2,592 | 1,213 |
Total other comprehensive income | 105,988 | 30,187 |
Comprehensive loss | (14,365) | (72,259) |
Net comprehensive income attributable to noncontrolling interests | (2,786) | (1,180) |
Comprehensive loss attributable to Laureate Education, Inc. | $ (17,151) | $ (73,439) |
Consolidated Statements of Com4
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Foreign currency translation adjustment, tax | $ 0 | $ 0 |
Unrealized gain on derivative instruments, tax | $ 0 | $ 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents (includes VIE amounts of $141,549 and $169,074, see Note 2) | $ 856,306 | $ 464,965 |
Restricted cash and investments | 195,838 | 189,319 |
Receivables: | ||
Accounts and notes receivable | 752,848 | 494,646 |
Other receivables | 22,612 | 23,758 |
Related party receivables | 5,559 | 6,931 |
Allowance for doubtful accounts | (189,879) | (190,499) |
Receivables, net | 591,140 | 334,836 |
Income tax receivable | 29,231 | 29,447 |
Prepaid expenses and other current assets | 104,639 | 97,234 |
Total current assets (includes VIE amounts of $443,237 and $322,210, see Note 2) | 1,777,154 | 1,115,801 |
Notes receivable, net | 63,105 | 61,157 |
Property and equipment: | ||
Land | 410,661 | 396,821 |
Buildings | 1,270,691 | 1,219,783 |
Furniture, equipment and software | 1,203,822 | 1,160,350 |
Leasehold improvements | 419,325 | 399,555 |
Construction in-progress | 88,857 | 103,205 |
Accumulated depreciation and amortization | (1,197,632) | (1,128,081) |
Property and equipment, net | 2,195,724 | 2,151,633 |
Land use rights, net | 45,382 | 45,275 |
Goodwill | 2,012,964 | 1,934,464 |
Other intangible assets: | ||
Tradenames | 1,328,526 | 1,307,633 |
Other intangible assets, net | 45,840 | 46,700 |
Deferred costs, net | 60,355 | 57,748 |
Deferred income taxes | 157,820 | 142,130 |
Derivative instruments | 21,069 | 4,464 |
Other assets | 202,652 | 195,465 |
Total assets (includes VIE amounts of $1,433,048 and $1,309,113, see Note 2) | 7,910,591 | 7,062,470 |
Current liabilities: | ||
Accounts payable | 92,366 | 86,699 |
Accrued expenses | 339,117 | 368,973 |
Accrued compensation and benefits | 231,505 | 239,495 |
Deferred revenue and student deposits | 735,826 | 362,891 |
Current portion of long-term debt | 177,883 | 178,989 |
Current portion of due to shareholders of acquired companies | 136,766 | 118,679 |
Income taxes payable | 31,544 | 30,371 |
Derivative instruments | 2,626 | 5,218 |
Other current liabilities | 43,889 | 48,917 |
Total current liabilities (includes VIE amounts of $439,001 and $320,922, see Note 2) | 1,791,522 | 1,440,232 |
Long-term debt, less current portion | 3,629,815 | 3,629,375 |
Due to shareholders of acquired companies, less current portion | 83,983 | 92,269 |
Deferred compensation | 14,263 | 14,128 |
Income taxes payable | 106,742 | 135,140 |
Deferred income taxes | 454,841 | 452,084 |
Derivative instruments | 7,797 | 7,750 |
Other long-term liabilities | 275,438 | 270,267 |
Total liabilities (includes VIE amounts of $550,340 and $424,297, see Note 2) | 6,364,401 | 6,041,245 |
Stockholders' equity: | ||
Preferred stock, par value $0.001 per share – 49,488 shares authorized, no shares issued and outstanding as of March 31, 2017 and December 31, 2016 | 0 | 0 |
Common stock | 534 | |
Additional paid-in capital | 3,428,638 | 2,721,432 |
Accumulated deficit | (1,160,508) | (1,037,701) |
Accumulated other comprehensive loss | (946,399) | (1,052,055) |
Total Laureate Education, Inc. stockholders' equity | 1,322,405 | 632,210 |
Noncontrolling interests | 34,641 | 32,182 |
Total stockholders' equity | 1,357,046 | 664,392 |
Total liabilities and stockholders' equity | 7,910,591 | 7,062,470 |
Series A Convertible Redeemable Preferred Stock | ||
Current liabilities: | ||
Total redeemable noncontrolling interests and equity | 170,096 | 332,957 |
Puttable Arrangements - Common and Preferred Stock | ||
Current liabilities: | ||
Total redeemable noncontrolling interests and equity | 19,048 | $ 23,876 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock | 141 | |
Class B Common Stock | ||
Stockholders' equity: | ||
Common stock | $ 533 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Cash and cash equivalents (includes VIE amounts of $141,549 and $169,074, see Note 2) | $ 856,306 | $ 464,965 |
Current assets | 1,777,154 | 1,115,801 |
Assets | 7,910,591 | 7,062,470 |
Total current liabilities | 1,791,522 | 1,440,232 |
Liabilities | $ 6,364,401 | $ 6,041,245 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 49,488,000 | 49,488,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.004 | |
Common stock, shares authorized (in shares) | 175,000,000 | |
Common stock, shares issued (in shares) | 133,376,000 | |
Common stock, shares outstanding (in shares) | 133,376,000 | |
Series A Convertible Redeemable Preferred Stock | ||
Convertible redeemable preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible redeemable preferred stock, shares authorized (in shares) | 512,000 | 512,000 |
Convertible redeemable preferred stock, shares issued (in shares) | 400,000 | 343,000 |
Convertible redeemable preferred stock, shares outstanding (in shares) | 400,000 | 343,000 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.004 | |
Common stock, shares authorized (in shares) | 700,000,000 | |
Common stock, shares issued (in shares) | 35,204,000 | |
Common stock, shares outstanding (in shares) | 35,204,000 | |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.004 | |
Common stock, shares authorized (in shares) | 175,000,000 | |
Common stock, shares issued (in shares) | 133,200,000 | |
Common stock, shares outstanding (in shares) | 133,200,000 | |
Variable Interest Entity, Primary Beneficiary | ||
Cash and cash equivalents (includes VIE amounts of $141,549 and $169,074, see Note 2) | $ 141,549 | $ 169,074 |
Current assets | 443,237 | 322,210 |
Assets | 1,433,048 | 1,309,113 |
Total current liabilities | 439,001 | 320,922 |
Liabilities | $ 550,340 | $ 424,297 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (120,353) | $ (102,446) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 64,514 | 66,207 |
Loss on disposal of property and equipment | 345 | 947 |
(Gain) loss on derivative instruments | (12,267) | 9,999 |
Loss on debt extinguishment | 467 | 0 |
Non-cash interest expense | 12,233 | 16,478 |
Non-cash share-based compensation expense | 22,388 | 7,164 |
Bad debt expense | 16,502 | 25,839 |
Deferred income taxes | (15,882) | (19,977) |
Unrealized foreign currency exchange loss (gain) | 1,079 | (26,061) |
Non-cash loss from non-income tax contingencies | 4,037 | 4,785 |
Other, net | 1,919 | 1,472 |
Changes in operating assets and liabilities: | ||
Restricted cash | (3,432) | (3,364) |
Receivables | (267,480) | (244,587) |
Prepaid expenses and other assets | (43,773) | (27,784) |
Accounts payable and accrued expenses | (51,855) | (47,392) |
Income tax receivable/payable, net | (8,907) | 18,207 |
Deferred revenue and other liabilities | 360,635 | 231,214 |
Net cash used in operating activities | (39,830) | (89,299) |
Cash flows from investing activities | ||
Purchase of property and equipment | (37,147) | (39,763) |
Expenditures for deferred costs | (3,476) | (3,589) |
Receipts from sale of property and equipment | 126 | 7,714 |
Property insurance recoveries | 370 | 0 |
Payments (to) from related parties | (347) | 1,284 |
Change in restricted cash and investments | (1,114) | (985) |
Net cash used in investing activities | (41,588) | (35,339) |
Cash flows from financing activities | ||
Proceeds from issuance of long-term debt | 6,790 | 172,144 |
Payments on long-term debt | (50,335) | (133,079) |
Payments of deferred purchase price for acquisitions | (5,315) | (7,443) |
Payments to purchase noncontrolling interests | 0 | (668) |
Proceeds from issuance of convertible redeemable preferred stock, net of issuance costs | 55,290 | 0 |
Payment of dividends to noncontrolling interest holders | 0 | (89) |
Proceeds from initial public offering, net of issuance costs | 456,888 | 0 |
Proceeds from exercise of stock options | 0 | 245 |
Withholding of shares to satisfy tax withholding for vested stock awards and exercised stock options | 0 | (107) |
Payments of debt issuance costs and modification fees | (600) | (1,013) |
Noncontrolling interest holder's loan to subsidiaries | 943 | 0 |
Capital contributions from and (distributions to) noncontrolling interest holders | 454 | (860) |
Net cash provided by financing activities | 464,115 | 29,130 |
Effects of exchange rate changes on cash | 8,644 | 7,325 |
Change in cash included in current assets held for sale | 0 | (5,892) |
Net change in cash and cash equivalents | 391,341 | (94,075) |
Cash and cash equivalents at beginning of period | 464,965 | 458,673 |
Cash and cash equivalents at end of period | $ 856,306 | $ 364,598 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Laureate Education, Inc. and subsidiaries (hereinafter Laureate, we, us, our, or the Company) provide higher education programs and services to students through an international network of licensed universities and higher education institutions (institutions). Laureate's programs are provided through institutions that are campus-based and internet-based, or through electronically distributed educational programs (online). On October 1, 2015, we redomiciled in Delaware as a public benefit corporation as a demonstration of our long-term commitment to our mission to benefit our students and society. On February 6, 2017, the Company completed an initial public offering (IPO) of shares of its Class A common stock, a newly established class of the Company’s common stock of which 700,000 shares were authorized, and began trading on the Nasdaq Global Select Market under the symbol ‘‘LAUR’’. The Company sold 35,000 shares of its Class A common stock in the IPO at a price of $14.00 per share, resulting in net proceeds to the Company, after deducting underwriting discounts and commissions and offering expenses payable by us, of $456,888 . On January 31, 2017, in connection with our IPO, our Amended and Restated Certificate of Incorporation was accepted for filing by Delaware's Secretary of State, and effective upon such filing, a 4 to 1 reverse stock split for our common stock was consummated and each share of our common stock then outstanding was automatically reclassified into one fourth of one share of Class B Common Stock, a newly established class of the Company’s common stock, with any resulting fractional shares rounded down to the next whole share. These financial statements reflect the reverse stock split. The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, these financial statements include all adjustments considered necessary to present a fair statement of our consolidated results of operations, financial position and cash flows. Operating results for any interim period are not necessarily indicative of the results that may be expected for the full year. These unaudited Consolidated Financial Statements should be read in conjunction with Laureate's audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the 2016 Form 10-K). |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies The Variable Interest Entity (VIE) Arrangements Laureate consolidates in its financial statements certain internationally based educational organizations that do not have shares or other equity ownership interests. Although these educational organizations may be considered not-for-profit entities in their home countries and they are operated in compliance with their respective not-for-profit legal regimes, we believe they do not meet the definition of a not-for-profit entity under GAAP, and we treat them as "for-profit" entities for accounting purposes. These entities generally cannot declare dividends or distribute their net assets to the entities that control them. We believe that we fully comply with all local laws and regulations. Under ASC Topic 810-10, "Consolidation," we have determined that these institutions are VIEs and that Laureate is the primary beneficiary of these VIEs because we have, as further described herein: (1) the power to direct the activities of the VIEs that most significantly affect their educational and economic performance, and (2) the right to receive economic benefits from contractual and other arrangements with the VIEs that could potentially be significant to the VIEs. We account for the acquisition of the right to control a VIE in accordance with ASC 805, "Business Combinations." Selected Consolidated Statements of Operations information for these VIEs was as follows: For the three months ended March 31, 2017 2016 Selected Statements of Operations information: Revenues, by segment: LatAm $ 63,686 $ 57,207 EMEAA 66,213 72,335 Revenues 129,899 129,542 Depreciation and amortization 12,823 12,794 Operating (loss) income, by segment: LatAm (41,068 ) (40,582 ) EMEAA 11,875 10,755 Operating loss (29,193 ) (29,827 ) Net loss (20,112 ) (29,559 ) Net loss attributable to Laureate Education, Inc. (20,936 ) (29,308 ) The following table reconciles the Net loss attributable to Laureate Education, Inc. as presented in the table above, to the amounts in our Consolidated Statements of Operations: For the three months ended March 31, 2017 2016 Net (loss) income attributable to Laureate Education, Inc.: Variable interest entities $ (20,936 ) $ (29,308 ) Other operations 30,558 48,103 Corporate and eliminations (132,429 ) (121,962 ) Net loss attributable to Laureate Education, Inc. $ (122,807 ) $ (103,167 ) The following table presents selected assets and liabilities of the consolidated VIEs. Except for Goodwill, the assets in the table below include the assets that can be used only to settle the obligations for the VIEs. The liabilities in the table are liabilities for which the creditors of the VIEs do not have recourse to the general credit of Laureate. Selected Consolidated Balance Sheet amounts for these VIEs were as follows: March 31, 2017 December 31, 2016 VIE Consolidated VIE Consolidated Balance Sheets data: Cash and cash equivalents $ 141,549 $ 856,306 $ 169,074 $ 464,965 Other current assets 301,688 920,848 153,136 650,836 Total current assets 443,237 1,777,154 322,210 1,115,801 Goodwill 185,887 2,012,964 181,669 1,934,464 Tradenames 105,099 1,328,526 104,117 1,307,633 Other intangible assets, net — 45,840 — 46,700 Other long-term assets 698,825 2,746,107 701,117 2,657,872 Total assets 1,433,048 7,910,591 1,309,113 7,062,470 Total current liabilities 439,001 1,791,522 320,922 1,440,232 Long-term debt and other long-term liabilities 111,339 4,572,879 103,375 4,601,013 Total liabilities 550,340 6,364,401 424,297 6,041,245 Total stockholders' equity 882,708 1,357,046 884,816 664,392 Total stockholders' equity attributable to Laureate Education, Inc. 863,848 1,322,405 866,997 632,210 Recently Issued Accounting Standards Not Yet Adopted Accounting Standards Update (ASU) No. 2017-04 (ASU 2017-04), Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment In January 2017, the Financial Accounting Standards Board (FASB) issued ASU 2017-04 in order to simplify the test for goodwill impairment by eliminating Step 2, which measures a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill. Under the amendments in this ASU, an entity should perform its annual goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This ASU is effective for Laureate beginning on January 1, 2020 and early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are currently evaluating the impact of ASU 2017-04 on our Consolidated Financial Statements and whether we will early adopt this ASU. ASU No. 2016-02 (ASU 2016-02), Leases (Topic 842) On February 25, 2016, the FASB issued ASU 2016-02. Lessees will need to recognize on their balance sheet a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Operating leases will result in straight-line expense (similar to current operating leases) while finance leases will result in a front-loaded expense pattern (similar to current capital leases). Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. The standard is effective for Laureate beginning January 1, 2019. The new standard must be adopted using a modified retrospective transition, and provides for certain practical expedients. Transition will require application of the new guidance at the beginning of the earliest comparative period presented. We are in the process of completing our diagnostic assessment and anticipate that ASU 2016-02 will have a material impact on our Consolidated Balance Sheets, as we will record significant asset and liability balances in connection with our leased properties. We are still evaluating the impact to our Consolidated Statements of Operations. ASU No. 2014-09, (ASU 2014-09): Revenue from Contracts with Customers (Topic 606) On May 28, 2014, the FASB issued ASU 2014-09, which supersedes the revenue recognition requirements in Topic 605, ‘‘Revenue Recognition’’ and most industry-specific guidance. The core principle of ASU 2014-09 is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. On July 9, 2015, the FASB deferred the effective date of ASU 2014-09. The new revenue standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 (January 1, 2018 for Laureate) and allows either a full retrospective adoption to all periods presented or a modified retrospective adoption approach with the cumulative effect of initial application of the revised guidance recognized at the date of initial application. We are in the process of completing our diagnostic assessment and plan to adopt this ASU effective January 1, 2018. We do not expect the adoption of this ASU to result in a significant change to our method of recognizing tuition revenues; however, we are still evaluating other components of revenue. We are also still assessing the adoption alternatives between full retrospective adoption and modified retrospective adoption. Recently Adopted Accounting Standards ASU No. 2015-17 (ASU 2015-17), Income Taxes (Topic 740) In November 2015, the FASB issued ASU 2015-17 as a part of the Simplification Initiative and in response to concerns that the current requirement that entities separate deferred income tax liabilities and assets into current and noncurrent amounts results in little or no benefit to users of the financial statements. The amendments in this ASU aim to simplify this presentation by requiring that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. ASU 2015-17 was effective for Laureate beginning January 1, 2017 and we adopted this guidance on a retrospective basis. Accordingly, as of March 31, 2017 all deferred tax assets and liabilities are classified as noncurrent and we reclassified current deferred tax assets and liabilities of approximately $110,000 and $6,000 , respectively, as of December 31, 2016 to noncurrent. ASU No. 2016-09 (ASU 2016-09), Compensation—Stock compensation (Topic 718): Improvements to Employee Share-based Payment Accounting On March 30, 2016, the FASB issued ASU 2016-09 as part of its initiative to reduce complexity in accounting standards. The areas for simplification in this ASU involve several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance was effective for Laureate beginning January 1, 2017. Laureate has elected to continue estimating forfeitures when determining the amount of share-based compensation expense to be recognized each period. The Company adopted this standard prospectively in the first quarter of 2017 and it did not have a material impact on our Consolidated Financial Statements. |
Due to Shareholders of Acquired
Due to Shareholders of Acquired Companies | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Due to Shareholders of Acquired Companies | 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 generally classified as Payments of deferred purchase price for acquisitions within financing activities in our Consolidated Statement of Cash Flows. The amounts due to shareholders of acquired companies, currencies, and interest rates applied were as follows: March 31, 2017 December 31, 2016 Nominal Currency Interest Faculdades Metropolitanas Unidas Educacionais (FMU) $ 108,716 $ 100,382 BRL CDI Universidade Anhembi Morumbi (UAM Brazil) 56,141 52,043 BRL CDI + 2% Monash South Africa (MSA) 29,728 27,462 AUD n/a, 6.75% University of St. Augustine for Health Sciences, LLC 11,550 11,550 USD 7% Universidad Tecnologica Centroamericana (UNITEC Honduras) 4,871 5,196 HNL IIBC CH Holding Netherlands B.V. (CH Holding) 3,712 8,587 USD n/a Faculdade-Porto-Alegrense (FAPA) 3,177 2,973 BRL IGP-M IADE Group 2,854 2,755 EUR 3% Total due to shareholders of acquired companies 220,749 210,948 Less: Current portion of due to shareholders of acquired companies 136,766 118,679 Due to shareholders of acquired companies, less current portion $ 83,983 $ 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 |
Business and Geographic Segment
Business and Geographic Segment Information | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Business and Geographic Segment Information | Business and Geographic Segment Information Laureate’s educational services are offered through three operating segments: LatAm, EMEAA (as defined below) and GPS. Laureate determines its operating segments based on information utilized by the chief operating decision maker to allocate resources and assess performance. As previously disclosed in our 2016 Form 10-K, effective March 31, 2017, we combined our previously separate Europe and AMEA segments in order to reflect our belief that we will be able to operate the institutions in those segments more successfully and efficiently under common management. The combined segment is called EMEAA (Europe, Middle East, Africa and Asia Pacific). This change has been reflected in the quarterly segment information beginning in the first quarter of 2017, the period in which the change occurred. As required, the 2016 segment information that is presented for comparative purposes has also been revised to reflect this segment change. The LatAm segment consists of campus-based institutions and has operations in Brazil, Chile, Costa Rica, Honduras, Mexico, Panama and Peru and has contractual relationships with a licensed institution in Ecuador . The institutions offer an education that emphasizes professional-oriented fields of study with undergraduate and graduate degrees in a wide range of disciplines. The programs at these institutions are mainly campus-based and are primarily focused on local students. In addition, the institutions in our LatAm segment have begun introducing online and hybrid (a combination of online and in-classroom) courses and programs to their curriculum. Brazil and Chile have government-sponsored student financing programs, while in other countries students generally finance their own education. The EMEAA segment consists of campus-based institutions with operations in the European countries of Cyprus, Germany, Italy, Portugal, Spain and Turkey as well as locations in the Middle East, Africa and Asia Pacific consisting of campus-based institutions with operations in Australia, China, India, Malaysia, Morocco, New Zealand, South Africa and Thailand. Additionally, EMEAA also manages nine licensed institutions in the Kingdom of Saudi Arabia and manages one additional institution in China through a joint venture arrangement. These institutions generate revenues by providing professional-oriented undergraduate and graduate degree programs. Several institutions have begun to introduce online and hybrid programs. Students in the EMEAA segment typically self-finance their education or seek third-party financing programs. In certain markets in the EMEAA segment, such as Australia and to a lesser extent China, Thailand and Malaysia, there are various forms of government-supported student financing programs. In the Kingdom of Saudi Arabia, our students' tuition is fully funded by the government. The GPS segment consists of accredited online institutions, which serve students globally, and campus-based institutions serving students in the United States. The online institutions primarily serve working adults with undergraduate and graduate degree programs . The campus-based institutions primarily serve traditional students seeking undergraduate and graduate degrees . In the United States, students have access to government-supported financing programs. Intersegment transactions are accounted for in a similar manner as third party transactions and are eliminated in consolidation. The “Corporate” amounts presented in the following tables includes corporate charges that were not allocated to our reportable segments and adjustments to eliminate intersegment items. We evaluate segment performance based on Adjusted EBITDA, which is a non-GAAP profit measure defined as Income (loss) from continuing operations before income taxes and equity in net income of affiliates, adding back the following items: Foreign currency exchange gain, net , Other income (expense), net , Gain (loss) on derivatives , Loss on debt extinguishment , Interest expense , Interest income , Depreciation and amortization expense, Loss on impairment of assets, Share-based compensation expense and expenses related to our Excellence-in-Process (EiP) initiative. EiP is an enterprise-wide initiative to optimize and standardize Laureate’s processes, creating vertical integration of procurement, information technology, finance, accounting and human resources. It includes the establishment of regional shared services organizations (SSOs) around the world, as well as improvements to the Company's system of internal controls over financial reporting. The increased EiP expenses in the first quarter of 2017 as compared to the first quarter of 2016 relates primarily to severance costs that are predominantly contractual termination benefits recognized in accordance with ASC 712, ‘‘Compensation—Nonretirement Postemployment Benefits.’’ When we review Adjusted EBITDA on a segment basis, we exclude intercompany revenues and expenses, related to network fees and royalties between our segments, which eliminate in consolidation. We use total assets as the measure of assets for reportable segments. The following tables provide financial information for our reportable segments, including a reconciliation of Adjusted EBITDA to Loss from continuing operations before income taxes and equity in net income of affiliates, as reported in the Consolidated Statements of Operations: For the three months ended March 31, 2017 2016 Revenues LatAm $ 421,436 $ 403,898 EMEAA 227,184 244,013 GPS 208,290 260,425 Corporate (977 ) (1,802 ) Revenues $ 855,933 $ 906,534 Adjusted EBITDA of reportable segments LatAm $ (35,788 ) $ (20,226 ) EMEAA 53,449 54,463 GPS 63,604 69,728 Total Adjusted EBITDA of reportable segments 81,265 103,965 Reconciling items: Corporate (32,666 ) (29,991 ) Depreciation and amortization expense (64,514 ) (66,207 ) Loss on impairment of assets — — Share-based compensation expense (22,388 ) (7,164 ) EiP expenses (24,563 ) (11,760 ) Operating loss (62,866 ) (11,157 ) Interest income 4,694 5,806 Interest expense (102,633 ) (103,769 ) Loss on debt extinguishment (1,515 ) — Gain (loss) on derivatives 12,147 (10,750 ) Other income (expense), net 436 (41 ) Foreign currency exchange gain, net 2,290 27,682 Loss from continuing operations before income taxes and equity in net income of affiliates $ (147,447 ) $ (92,229 ) March 31, 2017 December 31, 2016 Assets LatAm $ 4,284,433 $ 3,932,679 EMEAA 1,351,464 1,333,297 GPS 1,568,848 1,505,242 Corporate 705,846 291,252 Total assets $ 7,910,591 $ 7,062,470 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The change in the net carrying amount of Goodwill from December 31, 2016 through March 31, 2017 was composed of the following items: LatAm EMEAA GPS Total Goodwill $ 1,313,046 $ 243,861 $ 537,452 $ 2,094,359 Accumulated impairment loss (77,094 ) (63,141 ) (19,660 ) (159,895 ) Balance at December 31, 2016 1,235,952 180,720 517,792 1,934,464 Acquisitions — — — — Dispositions — — — — Impairments — — — — Currency translation adjustments 69,828 8,422 250 78,500 Adjustments to prior acquisitions — — — — Balance at March 31, 2017 $ 1,305,780 $ 189,142 $ 518,042 $ 2,012,964 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Outstanding long-term debt was as follows: March 31, 2017 December 31, 2016 Senior long-term debt: Senior Secured Credit Facility (stated maturity dates June 2018, June 2019 and March 2021), net of discount $ 1,494,064 $ 1,497,869 Senior Notes due 2019 (stated maturity date September 2019), net of discount 1,366,440 1,388,036 Total senior long-term debt 2,860,504 2,885,905 Other debt: Lines of credit 63,449 66,081 Notes payable and other debt 669,129 650,184 Total senior and other debt 3,593,082 3,602,170 Capital lease obligations and sale-leaseback financings 255,320 250,842 Total long-term debt 3,848,402 3,853,012 Less: total unamortized deferred financing costs 40,704 44,648 Less: current portion of long-term debt 177,883 178,989 Long-term debt, less current portion $ 3,629,815 $ 3,629,375 Debt Refinancing During the second quarter of 2017, the Company completed refinancing transactions that resulted in repayment of the Senior Secured Credit Facility and the commencement of the process to redeem the 9.250% Senior Notes due 2019 (the Senior Notes due 2019) (other than $250,000 in aggregate principal amount of the Senior Notes due 2019 that the Company exchanged on April 21, 2017 for substantially identical but non-redeemable notes issued under a new indenture (the Exchanged Notes)). For further description of the refinancing transactions, see Note 17 , Subsequent Events . Estimated Fair Value of Debt The estimated fair value of our debt was determined using observable market prices, as the majority of our securities, including the Senior Secured Credit Facility and the Senior Notes due 2019, are traded in a brokered market. The fair value of our remaining debt instruments approximates carrying value based on their terms. As of March 31, 2017 and December 31, 2016 , our long-term debt was classified as Level 2 within the fair value hierarchy, based on the frequency and volume of trading in the brokered market. The estimated fair value of our debt was as follows: March 31, 2017 December 31, 2016 Carrying amount Estimated fair value Carrying amount Estimated fair value Total senior and other debt $ 3,593,082 $ 3,658,354 $ 3,602,170 $ 3,632,853 Senior Notes due 2019 - Note Exchange Transaction On April 15, 2016, Laureate entered into separate, privately negotiated note exchange agreements (the Note Exchange Agreements) with certain existing holders (the Existing Holders) of the outstanding Senior Notes due 2019, pursuant to which we will exchange (the Note Exchange) $250,000 in aggregate principal amount of Senior Notes due 2019 for shares of the Company's Class A common stock. The exchange is to be completed within one year and one day after the consummation of an initial public offering of our common stock that generates gross proceeds of at least $400,000 or 10% of the equity value of the Company (a Qualified Public Offering). As discussed in Note 1 , Description of Business , on February 6, 2017, the Company completed an initial public offering of its Class A common stock at a price per share of $14.00 that qualified as a Qualified Public Offering. The number of shares of Class A common stock issuable will equal 104.625% of the aggregate principal amount of Senior Notes due 2019 to be exchanged, or $261,600 , divided by $14.00 , the initial public offering price per share of common stock in the Qualified Public Offering. Upon completion of the Note Exchange, the Company shall (i) issue to the Existing Holders 18,683 shares of the Company’s Class A common stock in connection with the Note Exchange and (ii) pay cash to the Exchanging Holders in an amount equal to the interest and special interest accrued with respect to the Exchanged Notes to, but excluding, the date of consummation of the Note Exchange. Shares of the Company’s Class A common stock issued in the Note Exchange have been reserved for issuance by the Company and will be listed on the Nasdaq Global Select Market. The Note Exchange Agreements also provided that, within 60 days after the consummation of a Qualified Public Offering, at the option of the Existing Holders or their transferees, we would repurchase up to an additional $62,500 aggregate principal amount of Senior Notes due 2019 at the redemption price set forth in Section 3.07 of the indenture governing the Senior Notes due 2019 that is applicable as of the date of pricing of the Qualified Public Offering, plus accrued and unpaid interest and special interest. On March 1, 2017, in accordance with the Note Exchange Agreements, we repurchased Senior Notes due 2019 with an aggregate principal amount of $22,556 at a repurchase price of 104.625% of the aggregate principal amount, for a total payment of $23,599 ; the difference was recognized as Loss on debt extinguishment along with the portion of unamortized debt issuance costs that were written off. Certain Covenants As of March 31, 2017, our senior long-term debt contained certain negative covenants including, among others: (1) limitations on additional indebtedness; (2) limitations on dividends; (3) limitations on asset sales, including the sale of ownership interests in subsidiaries and sale-leaseback transactions; and (4) limitations on liens, guarantees, loans or investments. In connection with the extension of our revolving line of credit facility in July 2015, we are now subject to a Consolidated Senior Secured Debt to Consolidated EBITDA financial maintenance covenant, as defined in the Amended and Restated Credit Agreement, beginning in the third quarter of 2015, unless certain conditions are satisfied. As of March 31, 2017, the conditions were satisfied and, therefore, we were not subject to the financial maintenance covenant. The maximum ratio, as defined, is 5.30x, 4.50x and 3.50x at December 31, 2015, 2016 and 2017, respectively. The ratios as of March 31, 2017 and December 31, 2016 were 2.34x and 2.79x, respectively. In addition, notes payable at some of our locations contain financial maintenance covenants. We are in compliance with our debt covenants . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Noncontrolling Interest Holder Put Arrangements and Company Call Arrangements The following section provides a summary table and description of the various noncontrolling interest holder put arrangements that Laureate had outstanding as of March 31, 2017 . Laureate has elected to accrete changes in the arrangements’ redemption values over the period from the date of issuance to the earliest redemption date. The redeemable noncontrolling interests are recorded at the greater of the accreted redemption value or the traditional noncontrolling interest. Until the first exercise date, the put instruments' reported values may be lower than the final amounts that will be required to settle the minority put arrangements. As of March 31, 2017 , the carrying value of all noncontrolling interest holder put arrangements was $ 15,844 , which includes accreted incremental value of $15,306 in excess of traditional noncontrolling interests. If the minority put arrangements were all exercisable at March 31, 2017 , Laureate would be obligated to pay the noncontrolling interest holders an estimated amount of $15,844 , as summarized in the following table: Nominal Currency First Exercisable Date Estimated Value as of March 31, 2017 redeemable within Reported Noncontrolling interest holder put arrangements INTI Education Holdings Sdn Bhd (INTI) - 10% MYR Current $ 9,187 $ 9,187 Pearl Retail Solutions Private Limited and Creative Arts Education Society (Pearl) - 45% INR June 30, 2017 6,599 6,599 Stamford International University (STIU) - Puttable preferred stock of TEDCO THB Current 58 58 Total noncontrolling interest holder put arrangements 15,844 15,844 Puttable common stock - currently redeemable USD Current 4 4 Puttable common stock - not currently redeemable USD * — 3,200 Total redeemable noncontrolling interests and equity $ 15,848 $ 19,048 * Contingently redeemable MYR: Malaysian Ringgit INR: Indian Rupee THB: Thai Baht Laureate’s noncontrolling interest put arrangements are specified in agreements with each noncontrolling interest holder. The terms of these agreements determine the measurement of the redemption value of the put options based on a non-GAAP measure of earnings before interest, taxes, depreciation and amortization (EBITDA, or recurring EBITDA), the definition of which varies for each particular contract. Commitments and contingencies are generally denominated in foreign currencies. Series A Convertible Redeemable Preferred Stock Offering As disclosed in our 2016 Form 10-K, on December 4, 2016, we signed a subscription agreement with six investors, including KKR and Snow Phipps, both of which are affiliates of ours, pursuant to which we agreed to issue and sell to those investors an aggregate of 400 shares of a new series of our convertible redeemable preferred stock (the Series A Preferred Stock), consisting of 23 shares of Series A-1 Preferred Stock and 377 shares of Series A-2 Preferred Stock, in a private offering for total net proceeds of approximately $383,000 . The closing of this transaction, for 343 shares, occurred on December 20, 2016 and we received net proceeds, after issuance costs, of approximately $328,000 . One investor funded a portion of its purchase price for 57 shares, equal to $57,000 (approximately $55,000 net of issuance costs), in January 2017. The issuance costs will be accreted to the carrying value of the Series A Preferred Stock over the five -year redemption period. The Series A Preferred Stock includes a Beneficial Conversion Feature (BCF) that was contingent on a qualified IPO (as defined in the Certificate of Designations governing the terms of the Series A Preferred Stock), which was consummated on February 6, 2017. Accordingly, during the first quarter of 2017, the Company recorded the BCF at its estimated fair value of $261,794 as a reduction of the carrying value of the Series A Preferred Stock and an increase to Additional Paid-In Capital. Beginning in the first quarter of 2017, the accretion of this BCF reduces net income available to common stockholders in the calculation of earnings per share, as shown in Note 13 , Earnings (Loss) Per Share . The BCF will be accreted using a constant yield approach over a one -year period. For the three months ended March 31, 2017 , we have recorded total accretion on the Series A Preferred Stock of $39,260 , and as of March 31, 2017 the Series A Preferred Stock had a carrying value of $170,096 . As of December 31, 2016 , prior to the January 2017 funding of purchase price for the additional 57 shares of Series A Preferred Stock, and prior to the IPO and the recording of the IPO-contingent BCF, the Series A Preferred Stock had a carrying value of $332,957 . Other Loss Contingencies Laureate is subject to legal actions arising in the ordinary course of its business. In management's opinion, we have adequate legal defenses, insurance coverage and/or accrued liabilities with respect to the eventuality of such actions. We do not believe that any settlement would have a material impact on our Consolidated Financial Statements. Contingent Liabilities for Taxes As of March 31, 2017 and December 31, 2016 , Laureate has recorded cumulative liabilities totaling $67,264 and $67,192 , respectively, for taxes other-than-income tax, principally payroll-tax-related uncertainties due to acquisitions of companies primarily in LatAm. The changes in this recorded liability are related to acquisitions, interest and penalty accruals, changes in tax laws, expirations of statutes of limitations, settlements and changes in foreign currency exchange rates. The terms of the statutes of limitations on these contingencies vary but can be up to 10 years . This liability is included in Other long-term liabilities on the Consolidated Balance Sheets. We have also recorded current liabilities for taxes other-than-income tax of $1,477 and $1,896 , respectively, as of March 31, 2017 and December 31, 2016 , in Other current liabilities on the Consolidated Balance Sheets. The recorded value of contingent liabilities is reduced when they are extinguished or the related statutes of limitations expire. In addition, as of March 31, 2017 and December 31, 2016 , Laureate has recorded cumulative liabilities for income tax contingencies of $104,031 and $103,471 , respectively. In addition, we have identified certain tax-related contingencies that we have assessed as being reasonably possible of loss, but not probable of loss, and could have an adverse effect on the Company’s results of operations if the outcomes are unfavorable. In most cases, Laureate has received indemnifications from the former owners and/or noncontrolling interest holders of the acquired businesses for contingencies, and therefore, we do not believe we will sustain an economic loss even if we are required to pay these additional amounts. As of March 31, 2017 and December 31, 2016 , indemnification assets primarily related to acquisition contingencies were $97,312 and $97,607 , respectively. These indemnification assets primarily covered contingencies for income taxes and taxes other-than-income taxes. Other Loss Contingencies Laureate has accrued liabilities for certain civil actions against our institutions that existed prior to our acquisition of these entities. As of March 31, 2017 and December 31, 2016 , approximately $21,000 and $18,000 , respectively, of pre-acquisition loss contingencies were included in Other long-term liabilities and Other current liabilities on the Consolidated Balance Sheets. Laureate intends to vigorously defend against these lawsuits. Material Guarantees – Student Financing Chile The accredited Chilean institutions in the Laureate network also participate in a government-sponsored student financing program known as Crédito con Aval del Estado (the CAE Program). The CAE Program was formally implemented by the Chilean government in 2006 to promote higher education in Chile for lower socio-economic level students in good academic standing. The CAE Program involves tuition financing and guarantees that are provided by our institutions and the government. As part of the CAE Program, these institutions provide guarantees which result in contingent liabilities to third-party financing institutions, beginning at 90% of the tuition loans made directly to qualified students enrolled through the CAE Program and declining to 60% over time. The guarantees by these institutions are in effect during the period in which the student is enrolled , and the guarantees are assumed entirely by the government upon the student’s graduation. When a student leaves one of Laureate's institutions and enrolls in another CAE-qualified institution, the Laureate institution will remain guarantor of the tuition loans that have been granted up to the date of transfer, and until the student's graduation from a CAE-qualified institution. The maximum potential amount of payments our institutions could be required to make under the CAE Program was approximately $497,000 and $479,000 at March 31, 2017 and December 31, 2016 , respectively. This maximum potential amount assumes that all students in the CAE Program do not graduate, so that our guarantee would not be assigned to the government, and that all students default on the full amount of the CAE-qualified loan balances. As of March 31, 2017 and December 31, 2016 , we recorded $27,795 and $20,636 , respectively, as estimated long-term guarantee liabilities for these obligations. Material Guarantees – Other In conjunction with the purchase of UNP, Laureate pledged all of the acquired shares as a guarantee of our payments of rents as they become due. In the event that we default on any payment, the pledge agreement provides for a forfeiture of the relevant pledged shares. In the event of forfeiture, Laureate may be required to transfer the books and management of UNP to the former owners. Laureate acquired the remaining 49% ownership interest in UAM Brazil in April 2013. As part of the agreement to purchase the 49% ownership interest, Laureate pledged 49% of its total shares in UAM Brazil as a guarantee of our payment obligations under the purchase agreement. In the event that we default on any payment, the agreement provides for a forfeiture of the pledged shares. In connection with the purchase of FMU on September 12, 2014, Laureate pledged 75% of the acquired shares to third-party lenders as a guarantee of our payment obligations under the loans that financed a portion of the purchase price. Laureate pledged the remaining 25% of the acquired shares to the sellers as a guarantee of our payment obligations under the purchase agreement for the seller notes . In the event that we default on any payment of the loans or seller notes, the purchase agreement provides for a forfeiture of the relevant pledged shares. Upon maturity and payment of the seller notes in September 2017, the shares pledged to the sellers will be pledged to the third-party lenders until full payment of the loans, which mature in April 2021. Standby Letters of Credit, Surety Bonds and Other Commitments As of March 31, 2017 and December 31, 2016 , Laureate had outstanding letters of credit (LOCs) and surety bonds of approximately $156,600 and $154,400 , respectively, which primarily consisted of the items discussed below. As of both March 31, 2017 and December 31, 2016 , we had approximately $105,600 posted as LOCs in favor of the United States Department of Education (DOE). These LOCs were required to allow Walden, Kendall, NewSchool, and St. Augustine to continue participating in the DOE Title IV program. These LOCs are fully collateralized with cash equivalents and certificates of deposit, which are classified as Restricted cash and investments on our March 31, 2017 Consolidated Balance Sheet. As of March 31, 2017 and December 31, 2016 , we had $35,991 and $34,746 , respectively, posted as cash-collateralized LOCs related to the Spain Tax Audits. The cash collateral for these LOCs was classified as Restricted cash and investments on our March 31, 2017 Consolidated Balance Sheet. As part of our normal operations, our insurers issue surety bonds on our behalf, as required by various state education authorities in the United States. We are obligated to reimburse our insurers for any payments made by the insurers under the surety bonds. As of March 31, 2017 and December 31, 2016 , the total face amount of these surety bonds was $11,547 and $ 12,162 , respectively. These bonds are fully collateralized with cash, which is classified as Restricted cash and investments on our March 31, 2017 Consolidated Balance Sheet. In November 2016, in order to continue participating in Prouni, a federal program that offers tax benefits designed to increase higher education participation rates in Brazil, UAM Brazil posted a guarantee in the amount of $15,300 . In connection with the issuance of the guarantee, UAM Brazil obtained a non-collateralized surety bond from a third party in order to secure the guarantee. The cost of the surety bond was $1,400 , of which half was reimbursed by the former owner of UAM Brazil, and is being amortized over the five -year term. The Company believes that this matter will not have a material impact on our Consolidated Financial Statements. |
Financing Receivables
Financing Receivables | 3 Months Ended |
Mar. 31, 2017 | |
Receivables [Abstract] | |
Financing Receivables | Financing Receivables Laureate’s financing receivables consist primarily of trade receivables related to student tuition financing programs with an initial term in excess of one year. We have offered long-term financing through the execution of note receivable agreements with students at some of our institutions. Our disclosures include financing receivables that are classified in our Consolidated Balance Sheets as both current and long-term, reported in accordance with ASC 310, “Receivables.” Laureate’s financing receivables balances were as follows: March 31, 2017 December 31, 2016 Financing receivables $ 30,444 $ 29,776 Allowance for doubtful accounts (8,740 ) (9,175 ) Financing receivables, net of allowances $ 21,704 $ 20,601 We do not purchase financing receivables in the ordinary course of our business. We may sell certain receivables that are significantly past due. No material amounts of financing receivables were sold during the periods reported herein. Delinquency is the primary indicator of credit quality for our financing receivables. Receivable balances are considered delinquent when contractual payments on the loan become past due. Delinquent financing receivables are placed on non-accrual status for interest income. The accrual of interest is resumed when the financing receivable becomes contractually current and when collection of all remaining amounts due is reasonably assured. We record an Allowance for doubtful accounts to reduce our financing receivables to their net realizable value. The Allowance for doubtful accounts is based on the age of the receivables, the status of past-due amounts, historical collection trends, current economic conditions, and student enrollment status. Each of our institutions evaluates its balances for potential impairment. We consider impaired loans to be those that are past due one year or greater, and those that are modified as a troubled debt restructuring (TDR). The aging of financing receivables grouped by country portfolio was as follows: Chile Other Total As of March 31, 2017 Amounts past due less than one year $ 9,121 $ 982 $ 10,103 Amounts past due one year or greater 2,903 1,579 4,482 Total past due (on non-accrual status) 12,024 2,561 14,585 Not past due 13,262 2,597 15,859 Total financing receivables $ 25,286 $ 5,158 $ 30,444 As of December 31, 2016 Amounts past due less than one year $ 8,711 $ 834 $ 9,545 Amounts past due one year or greater 3,899 1,482 5,381 Total past due (on non-accrual status) 12,610 2,316 14,926 Not past due 11,758 3,092 14,850 Total financing receivables $ 24,368 $ 5,408 $ 29,776 The following is a rollforward of the Allowance for doubtful accounts related to financing receivables for the three months ended March 31, 2017 and 2016 , grouped by country portfolio: Chile Other Total Balance at December 31, 2016 $ (6,209 ) $ (2,966 ) $ (9,175 ) Charge-offs 911 27 938 Recoveries — (3 ) (3 ) Reclassifications — — — Provision (450 ) 35 (415 ) Currency adjustments (66 ) (19 ) (85 ) Balance at March 31, 2017 $ (5,814 ) $ (2,926 ) $ (8,740 ) Balance at December 31, 2015 $ (7,240 ) $ (3,336 ) $ (10,576 ) Charge-offs 565 25 590 Recoveries — (15 ) (15 ) Reclassifications — 65 65 Provision (241 ) 244 3 Currency adjustments (202 ) (12 ) (214 ) Balance at March 31, 2016 $ (7,118 ) $ (3,029 ) $ (10,147 ) Restructured Receivables A TDR is a financing receivable in which the borrower is experiencing financial difficulty and Laureate has granted an economic concession to the student debtor that we would not otherwise consider. When we modify financing receivables in a TDR, Laureate typically offers the student debtor an extension of the loan maturity and/or a reduction in the accrued interest balance. In certain situations, we may offer to restructure a financing receivable in a manner that ultimately results in the forgiveness of contractually specified principal balances. Our only TDRs are in Chile. The number of financing receivable accounts and the pre- and post-modification account balances modified under the terms of a TDR during the three months ended March 31, 2017 and 2016 were as follows: Number of Financing Receivable Accounts Pre-Modification Balance Outstanding Post-Modification Balance Outstanding 2017 281 $ 1,169 $ 1,086 2016 245 $ 1,220 $ 1,245 The preceding table represents accounts modified under the terms of a TDR during the three months ended March 31, 2017 , whereas the following table represents accounts modified as a TDR between January 1, 2016 and March 31, 2017 that subsequently defaulted during the three months ended March 31, 2017 : Number of Financing Receivable Accounts Balance at Default Total 82 $ 327 The following table represents accounts modified as a TDR between January 1, 2015 and March 31, 2016 that subsequently defaulted during the three months ended March 31, 2016 : Number of Financing Receivable Accounts Balance at Default Total 138 $ 414 |
Share-based Compensation
Share-based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation | Share-based Compensation Share-based compensation expense was as follows: For the three months ended March 31, 2017 2016 Stock options, net of estimated forfeitures $ 19,281 $ 5,155 Restricted stock awards 3,107 1,925 Total non-cash stock compensation 22,388 7,080 Deferred compensation arrangement — 84 Total $ 22,388 $ 7,164 Stock Option Grant In connection with the Executive Profits Interests (EPI) agreement, on January 31, 2017, the Company granted to its CEO options (the EPI Options) to purchase 2,773 shares of its Class B common stock. The EPI Options vested upon consummation of the IPO on February 6, 2017 . The exercise price of the EPI Options is equal to (i) $17.00 with respect to 50% of the shares of our Class B common stock subject to the EPI Option and (ii) $21.32 with respect to 50% of the shares of our Class B common stock subject to the EPI Option. The EPI Options are exercisable until December 31, 2019. The Company recorded approximately $14,600 of share-based compensation expense for the EPI Options in the first quarter of 2017. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity The components of net changes in stockholders' equity were as follows: Laureate Education, Inc. Stockholders Class A Common Stock Class B Common Stock Common Stock Shares Amount Shares Amount Shares Amount Additional paid-in capital (Accumulated deficit) retained earnings Accumulated other comprehensive (loss) income Non-controlling interests Total stockholders' equity Balance at December 31, 2016 — $ — — $ — 133,376 $ 534 $ 2,721,432 $ (1,037,701 ) $ (1,052,055 ) $ 32,182 $ 664,392 Non-cash stock compensation — — — — — — 22,388 — — — 22,388 Reclassification of Common stock into Class B common stock on January 31, 2017 — — 133,376 534 (133,376 ) (534 ) — — — — — Issuance of Class A common stock in initial public offering 35,000 140 — — — — 456,750 — — — 456,890 Conversion of Class B shares to Class A shares 204 1 (204 ) (1 ) — — — — — — — Vesting of restricted stock and exercise of stock options, net of shares withheld to satisfy tax withholding — — 28 — — — — — — — — Reclassification to equity upon expiration of put right on share-based awards — — — — — — 5,500 — — — 5,500 Dividends to noncontrolling interests — — — — — — (288 ) — — — (288 ) Capital contributions from noncontrolling interest holders — — — — — — — — — 454 454 Accretion of redeemable noncontrolling interests and equity — — — — — — 322 — — — 322 Accretion of Series A Convertible Redeemable Preferred Stock — — — — — — (39,260 ) — — — (39,260 ) Beneficial conversion feature for Series A Convertible Redeemable Preferred Stock — — — — — — 261,794 — — — 261,794 Reclassification of redeemable noncontrolling interests and equity — — — — — — — — — (781 ) (781 ) Net (loss) income — — — — — — — (122,807 ) — 2,454 (120,353 ) Foreign currency translation adjustment, net of tax of $0 — — — — — — — — 103,064 332 103,396 Unrealized gain on derivatives, net of tax of $0 — — — — — — — — 2,592 — 2,592 Balance at March 31, 2017 35,204 $ 141 133,200 $ 533 — $ — $ 3,428,638 $ (1,160,508 ) $ (946,399 ) $ 34,641 $ 1,357,046 Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (AOCI) in our Consolidated Balance Sheets includes the accumulated translation adjustments arising from translation of foreign subsidiaries' financial statements, the unrealized losses on derivatives designated as cash flow hedges, and the accumulated net gains or losses that are not recognized as components of net periodic benefit cost for our minimum pension liability. The components of these balances were as follows: March 31, 2017 December 31, 2016 Laureate Education, Inc. Noncontrolling Interests Total Laureate Education, Inc. Noncontrolling Interests Total Foreign currency translation loss $ (941,158 ) $ (1,972 ) $ (943,130 ) $ (1,044,222 ) $ (2,304 ) $ (1,046,526 ) Unrealized losses on derivatives (2,626 ) — (2,626 ) (5,218 ) — (5,218 ) Minimum pension liability adjustment (2,615 ) — (2,615 ) (2,615 ) — (2,615 ) Accumulated other comprehensive loss $ (946,399 ) $ (1,972 ) $ (948,371 ) $ (1,052,055 ) $ (2,304 ) $ (1,054,359 ) |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments In the normal course of business, our operations are exposed to fluctuations in foreign currency values and interest rate changes. We may seek to control a portion of these risks through a risk management program that includes the use of derivative instruments. The interest and principal payments for Laureate’s senior long-term debt arrangements are to be paid primarily in USD. Our ability to make debt payments is subject to fluctuations in the value of the USD against foreign currencies, since a majority of our operating cash used to make these payments is generated by subsidiaries with functional currencies other than USD. As part of our overall risk management policies, Laureate has at times entered into foreign currency swap contracts and floating-to-fixed interest rate swap contracts. In addition, we occasionally enter into foreign exchange forward contracts to reduce the earnings impact of other non-functional currency-denominated receivables and payables. We do not enter into speculative or leveraged transactions, nor do we hold or issue derivatives for trading purposes. We generally intend to hold our derivatives until maturity. Laureate reports all derivatives at fair value. These contracts are recognized as either assets or liabilities, depending upon the derivative’s fair value. Gains or losses associated with the change in the fair value of these swaps are recognized in our Consolidated Statements of Operations on a current basis over the term of the contracts, unless designated and effective as a hedge. For swaps that are designated and effective as cash flow hedges, gains or losses associated with the change in fair value of the swaps are recognized in our Consolidated Balance Sheets as a component of Accumulated Other Comprehensive Income (AOCI) and amortized into earnings as a component of Interest expense over the term of the related hedged items. The reported fair values of our derivatives, which are classified in Derivative instruments on our Consolidated Balance Sheets, were as follows: March 31, 2017 December 31, 2016 Derivatives designated as hedging instruments: Current liabilities: Interest rate swaps $ 2,626 $ 5,218 Derivatives not designated as hedging instruments: Long-term assets: Contingent redemption features - Series A Preferred Stock 21,069 4,464 Long-term liabilities: Cross currency and interest rate swaps 7,473 7,420 Interest rate swaps 324 330 Total derivative instrument assets $ 21,069 $ 4,464 Total derivative instrument liabilities $ 10,423 $ 12,968 Derivatives Designated as Hedging Instruments Interest Rate Swaps In September 2011, Laureate entered into two forward interest rate swap agreements with notional amounts of $450,000 and $300,000 , respectively. We have designated these derivatives as cash flow hedges. The swaps effectively fix interest rates on existing variable-rate borrowings in order to manage our exposure to future interest rate volatility. Both swaps have an effective date of June 30, 2014 and mature on June 30, 2017. The terms of the swaps require Laureate to pay interest on the basis of fixed rates of 2.61% on the $450,000 notional amount swap and 2.71% on the $300,000 notional amount swap, and receive interest for both swaps on the basis of three-month LIBOR, with a floor of 1.25% . The gain or loss on these swaps is deferred in AOCI and will be reclassified into earnings as a component of Interest expense in the same period during which the hedged forecasted transactions will affect earnings. Laureate determines the effectiveness of these swaps using the hypothetical derivative method. During both the three months ended March 31, 2017 and 2016 , the amount of gain or loss recognized in income on the ineffective portion of derivative instruments designated as hedging instruments was $0 , as the swaps were 100% effective. During the next three months, the approximately $2,600 remaining in AOCI is expected to be reclassified from AOCI into income. As of March 31, 2017 and December 31, 2016 , these interest rate swaps had an estimated fair value of $2,626 and $5,218 , respectively. The table below shows the total recorded unrealized gain (loss) of these swaps in Comprehensive income (loss). The impact of derivative instruments designated as hedging instruments on Comprehensive income (loss), Interest expense and AOCI for the three months ended March 31, 2017 and 2016 were as follows: Gain Recognized in Comprehensive Loss Income Statement Location Loss Reclassified 2017 2016 2017 2016 Interest rate swaps $ 2,592 $ 1,213 Interest expense $ (2,687 ) $ (2,658 ) Derivatives Not Designated as Hedging Instruments Derivatives related to Series A Preferred Stock Offering The Company identified several derivatives associated with the issuance of the Series A Preferred Stock as discussed in Note 7 , Commitments and Contingencies . The embedded derivatives are related to certain contingent redemption features of the Series A Preferred Stock. As of March 31, 2017 and December 31, 2016 , the estimated fair values of these derivatives were assets of $21,069 and $4,464 , respectively, and were recorded in Derivative instruments as noncurrent assets on the Consolidated Balance Sheets. During the first quarter of 2017 , $4,382 was bifurcated from the carrying value of the Series A Preferred Stock and recorded as derivative assets. The increase in estimated fair value during the three months ended March 31, 2017 of $12,223 was recorded as an unrealized gain on derivatives in the Consolidated Statement of Operations. These derivatives are not designated as hedges for accounting purposes thus the changes in estimated fair value are recognized as a component of earnings. CLP to Unidad de Fomento (UF) Cross Currency and Interest Rate Swaps The cross currency and interest rate swap agreements are intended to provide a better correlation between our debt obligations and operating currencies. In 2010, one of our subsidiaries in Chile entered into four cross currency and interest rate swap agreements. One of the swaps matures on December 1, 2024, and the remaining three mature on July 1, 2025 (the CLP to UF cross currency and interest rate swaps). The UF is a Chilean inflation-adjusted unit of account. The four swaps have an aggregate notional amount of approximately $31,000 , and convert CLP-denominated, floating-rate debt to fixed-rate UF-denominated debt. The CLP to UF cross currency and interest rate swaps were not designated as hedges for accounting purposes. As of March 31, 2017 and December 31, 2016 , these swaps had an estimated fair value of $7,473 and $7,420 , respectively, which was recorded in Derivative instruments as a long-term liability. THINK Interest Rate Swaps Laureate acquired THINK on December 20, 2013, and financed a portion of the purchase price by borrowing AUD 45,000 (US $34,398 at March 31, 2017 ) under a syndicated facility agreement in the form of two term loans of AUD 22,500 each. The terms of the syndicated facility agreement required THINK to enter into an interest rate swap within 45 days from the agreement's December 20, 2013 effective date, in order to convert at least 50% of the AUD 45,000 of term loan debt from a variable interest rate based on the BBSY bid rate, an Australia bank rate, to a fixed interest rate. Accordingly, on January 31, 2014, THINK executed an interest rate swap agreement with an original notional amount of AUD 22,500 to satisfy this requirement and converted AUD 22,500 (US $17,199 at March 31, 2017 ) of the variable rate component of the term loan debt to a fixed interest rate of 3.86% . The notional amount of the swap decreases quarterly based on the terms of the agreement, and the swap matures on December 20, 2018. This interest rate swap was not designated as a hedge for accounting purposes, and had an estimated fair value of $324 and $330 at March 31, 2017 and December 31, 2016 , respectively, which was recorded in Derivative instruments as a long-term liability. Components of the reported Gain (loss) on derivatives not designated as hedging instruments in the Consolidated Statements of Operations were as follows: For the three months ended March 31, 2017 2016 Unrealized Gain (Loss) Contingent redemption features - Series A Preferred $ 12,223 $ — Cross currency and interest rate swaps 18 (9,998 ) Interest rate swaps 26 (1 ) 12,267 (9,999 ) Realized Loss Cross currency and interest rate swaps (120 ) (703 ) Interest rate swaps — (48 ) (120 ) (751 ) Total Gain (Loss) Contingent redemption features - Series A Preferred 12,223 — Cross currency and interest rate swaps (102 ) (10,701 ) Interest rate swaps 26 (49 ) Gain (loss) on derivatives, net $ 12,147 $ (10,750 ) The unrealized loss on derivatives during the three months ended March 31, 2016 was from a deal-contingent forward exchange swap agreement related to the sale of our Swiss and associated institutions. In June 2016 we completed the sale of those institutions and the swap was settled. Credit Risk and Credit-Risk-Related Contingent Features Laureate’s derivatives expose us to credit risk to the extent that the counterparty may possibly fail to perform its contractual obligation. The amount of our credit risk exposure is equal to the fair value of the derivative when any of the derivatives are in a net gain position. As of March 31, 2017 and December 31, 2016 , the estimated fair values of derivatives in a gain position were $21,069 and $4,464 , respectively; however, these derivatives do not expose us to credit risk as they relate to the redemption rights of the holders of the Series A Preferred Stock. Laureate has limited its credit risk by only entering into derivative transactions with highly rated major financial institutions. We have not entered into collateral agreements with our derivatives' counterparties. At March 31, 2017 , one institution which was rated Aa2, two institutions which were rated A1 and one institution which was rated A3 by the global rating agency of Moody's Investors Service accounted for all of Laureate's derivative credit risk exposure. Laureate's agreements with its derivative counterparties contain a provision under which we could be declared in default on our derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to a default on the indebtedness. As of March 31, 2017 and December 31, 2016 , we had not breached any default provisions and had not posted any collateral related to these agreements. If we had breached any of these provisions, we could have been required to settle the obligations under the derivative agreements for an amount that we believe would approximate their estimated fair value of $10,423 as of March 31, 2017 and $12,968 as of December 31, 2016 . |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Laureate uses the liability method to account for income taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. For interim purposes, we also apply ASC 740-270, "Income Taxes - Interim Reporting." Laureate's income tax provisions for all periods consist of federal, state and foreign income taxes. The tax provisions for the three months ended March 31, 2017 and 2016 were based on estimated full-year effective tax rates, after giving effect to significant items related specifically to the interim periods, including the mix of income for the period between higher-taxed and lower-taxed jurisdictions. Laureate has operations in multiple countries, many of which have statutory tax rates lower than the United States or are tax-exempt entities, and other operations that are loss-making entities for which it is not more likely than not that a tax benefit will be realized on the loss. Generally, lower tax rates in these foreign jurisdictions along with Laureate’s intent and ability to indefinitely reinvest foreign earnings outside of the United States results in an effective tax rate significantly lower than the statutory rate in the United States. The income tax benefit recorded during the three months ended March 31, 2017 of $27,094 was primarily due to a discrete benefit of approximately $30,000 related to the reversal of income tax withholding on certain intercompany loans that were redesignated from temporary to permanent during the first quarter of 2017 . |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share As discussed in Note 1 , Description of Business , on January 31, 2017 our common stock was reclassified into shares of Class B common stock and, on February 6, 2017, we completed our IPO of Class A common stock. Other than voting rights, the Class B common stock has the same rights as the Class A common stock and therefore both are treated as the same class of stock for purposes of the earnings per share calculation. Laureate computes basic earnings per share (EPS) by dividing income available to common shareholders by the weighted average number of common shares outstanding for the reporting period. Diluted EPS reflects the potential dilution that would occur if share-based compensation awards/arrangements or contingently issuable shares were exercised or converted into common stock. To calculate the diluted EPS, the basic weighted average number of shares is increased by the dilutive effect of stock options, restricted stock, and other share-based compensation arrangements determined using the treasury stock method. The following tables summarize the computations of basic and diluted earnings per share: For the three months ended March 31, 2017 2016 Numerator used in basic and diluted earnings (loss) per common share: Loss from continuing operations attributable to Laureate Education, Inc. $ (122,807 ) $ (103,167 ) Accretion of redemption value of redeemable noncontrolling interests and equity 5,822 1,363 Adjusted for: accretion related to noncontrolling interests and equity redeemable at fair value (5,438 ) 151 Accretion of Series A convertible redeemable preferred stock (39,260 ) — Subtotal: accretion of Series A convertible redeemable preferred stock and other redeemable noncontrolling interests and equity (38,876 ) 1,514 Net loss available to common stockholders $ (161,683 ) $ (101,653 ) Denominator used in basic and diluted earnings (loss) per common share: Basic and diluted weighted average shares outstanding 154,301 133,278 Basic and diluted loss per share $ (1.05 ) $ (0.76 ) The shares of Class A common stock that would be issued upon completion of the Note Exchange and conversion of the Series A Preferred Stock are not included in the calculation of diluted EPS as the effect would have been antidilutive. The following table summarizes the number of stock options and shares of restricted stock that were excluded from the diluted EPS calculations because the effect would have been antidilutive: For the three months ended March 31, 2017 2016 Stock options 12,296 10,630 Restricted stock 499 269 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Corporate Santa Fe University of Arts and Design (SFUAD) SFUAD is owned by Wengen Alberta, Limited Partnership (Wengen), our controlling stockholder. Laureate is affiliated with SFUAD, but does not own or control it and, accordingly, SFUAD is not included in the financial results of Laureate. On May 18, 2016, SFUAD announced that it had signed an agreement to be acquired by a private education provider with a global network of colleges and universities that focus on art and design education. This agreement was terminated by the parties thereto on March 29, 2017. On April 12, 2017, SFUAD announced that it plans to close after the end of the 2017-2018 academic year and will work with its students on a phased teach-out and transfer process leading up to the graduation of students who are eligible to complete their degrees by May 2018 and appropriate transfer opportunities for other students. The teach-out plan is subject to approval by the Higher Learning Commission (HLC). Transactions between Laureate and Affiliates, Directors and a Former Executive During the first quarter of 2017 , Laureate made a charitable contribution of $2,000 to the Sylvan Laureate Foundation, a non-profit foundation that supports programs designed to promote education and best practices and principles in teaching. The payment was accrued in prior periods. An affiliate of one of the Wengen investors acted as a financial adviser in connection with our IPO and we paid this affiliate $1,500 for its services during three months ended March 31, 2017 . During the three months ended March 31, 2017 , we made payments of approximately $370 in the aggregate to members of our Board for their services as directors. During the first quarter of 2017 , the Company paid in full a note payable to a former executive of approximately $4,280 , which represented the original note payable of $3,771 plus accrued interest. As previously disclosed in our 2016 Form 10-K, the note payable was issued in 2014 in exchange for vested share-based compensation and was payable upon consummation of the IPO. EMEAA Morocco Transactions between Laureate and Noncontrolling Interest Holder of Laureate Somed Education Holding SA (LSEH) LSEH is 60% owned and consolidated by Laureate and is the entity that operates Université Internationale de Casablanca, our institution in Morocco. The 40% noncontrolling interest holder of LSEH has made loans to LSEH, and as of December 31, 2016 , we had a related party payable of $7,936 to the noncontrolling interest holder for the outstanding balance of and accrued interest on these loans, all of which was recorded as current. During the first quarter of 2017, the maturity dates of three loans made by the noncontrolling interest holder were extended. The first loan was made by the noncontrolling interest holder in December 2013 and the maturity date was extended from December 2016 to December 2018. The second loan was made by the noncontrolling interest holder in March 2015 and the maturity date was extended from September 2016 to September 2019. The third loan was made by the noncontrolling interest holder in June 2015 and the maturity date was extended from December 2016 to December 2018. The total outstanding balance of these three loans, including accrued interest, at the extension date was Moroccan Dirham (MAD) 31,930 (approximately US $3,202 at March 31, 2017 ). Each of these loans bears an interest rate of 4.5% per annum. As of March 31, 2017 , we had total related party payables of $8,225 to the noncontrolling interest holder of LSEH for the outstanding balance on these loans plus accrued interest, of which $5,030 and $3,195 was recorded as current and noncurrent, respectively. China Transactions between China businesses and Noncontrolling Interest Holders of Hunan International Economics University (HIEU) A portion of real property that HIEU has paid for, including land and buildings, is mortgaged as collateral for corporate loans that the entity controlled by certain noncontrolling interest holders of HIEU has entered into with third-party banks. In December 2013, the noncontrolling interest holders of HIEU signed an agreement with Laureate and committed to: (1) remove all encumbrances on HIEU’s real property no later than September 30, 2014 and (2) cause the entity to complete the transfer of title relating to the encumbered real property to HIEU no later than December 31, 2014. Under the terms of this agreement, the noncontrolling interest holders also agreed to pay any and all transfer taxes, fees and other costs that are required in connection with the removal of the encumbrances and the transfer of titles, which are estimated to be approximately $2,000 . As collateral for their performance under the agreement, the noncontrolling interest holders pledged to Laureate their 30% equity interest in the sponsoring entity of HIEU. The noncontrolling interest holders of HIEU have not completed their commitment to remove the encumbrances over the real property or completed the transfer of the real property. Under the terms of the agreement, Laureate has the right to receive the sale proceeds of the noncontrolling interest holders' 30% equity interest, up to the amount owing to it under the equity pledge, in priority to other creditors of the noncontrolling interest holders. On February 22, 2016, certain creditors of the noncontrolling interest holders initiated an enforcement process against the noncontrolling interest holders. The creditors have requested the court to auction a portion of the equity interest of the noncontrolling interest holders. The court auction was originally scheduled for March 2017; however no bids were received at the originally scheduled court auction. A subsequent auction was held but to-date no purchase of the equity interest has been finalized; if no purchase of the equity interest occurs as a result of the subsequent auction then the court is expected to set another auction date. As the registered pledgee, Laureate has the right to receive the sale proceeds of the noncontrolling interest holders' equity interest, up to the amount owing to it under the equity pledge, in priority to other creditors of the noncontrolling interest holders. As of both March 31, 2017 and December 31, 2016 , Laureate’s net carrying value of the encumbered real property was approximately $12,000 . South Africa Transactions between Laureate and Noncontrolling Interest Holder of Monash South Africa (MSA) During the first quarter of 2017, we received an additional loan from the noncontrolling interest holder of MSA in the amount of $943 . The loan matures in January 2026 and bears interest at a rate of 10.5% per annum. |
Legal and Regulatory Matters
Legal and Regulatory Matters | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal and Regulatory Matters | Legal and Regulatory Matters Laureate is subject to legal proceedings arising in the ordinary course of business. In management's opinion, we have adequate legal defenses, insurance coverage, and/or accrued liabilities with respect to the eventuality of these actions. Management believes that any settlement would not have a material impact on Laureate's financial position, results of operations, or cash flows. For further description, see our 2016 Form 10-K. Discussed below are those matters that had material developments during the first quarter of 2017. Turkish Regulation - Bilgi Annual Audit The Company previously disclosed in its 2016 Form 10-K that the Turkish Higher Education Council (the YÖK), which regulates Istanbul Bilgi University (Bilgi), a member of the Laureate International Universities network located in Istanbul, Turkey, was conducting its annual audit of Bilgi’s operations (the Annual Audit). On April 18, 2017, Bilgi received from the YÖK the results of the Annual Audit. The Annual Audit report requires, among other things, that (i) with respect to the 2017-2018 academic year, there be a reduction in the quota for the number of new students permitted to be admitted into Bilgi’s degree programs and (ii) Bilgi be reimbursed approximately $29,000 for payments previously made by Bilgi to a subsidiary of the Company for certain management, operational and student services, and intellectual property. The Company and Bilgi believe the charges to Bilgi for these services were at fair value and Bilgi intends to contest the findings of the Annual Audit that they constituted an improper wealth transfer. Demands also are made in the Annual Audit for the return or payment to Bilgi of other amounts involving approximately $8,000 . The Company believes that Bilgi is in compliance with all laws and regulations. Bilgi has a right to appeal and intends to appeal this decision and to demonstrate the validity and value of the services procured from the Company subsidiary. However, as the Company currently consolidates Bilgi under the variable interest entity model, if the Company is unable to provide services under its contracts with Bilgi and receive the economic benefits from those contracts as a result of the determinations in the Annual Audit, deconsolidation of Bilgi could be required. Deconsolidation, if required, could have a material adverse effect on the Company’s business, financial condition and results of operations, including possible write-off of all or a portion of the Company’s investment in Bilgi and a reduction in operating income. At March 31, 2017 and December 31, 2016 , Bilgi had total assets of approximately $95,000 and $83,000 , respectively, and total liabilities of $71,000 and $63,000 , respectively. Total liabilities include approximately $23,000 and $19,000 of net intercompany liabilities as of March 31, 2017 and December 31, 2016 , respectively. During fiscal year 2016, Bilgi generated approximately $106,000 of the Company’s consolidated revenue and approximately $26,000 of the Company’s consolidated operating income and incurred approximately $6,000 of depreciation and amortization expense. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date. Accounting standards utilize a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels, which are described below: • Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets; • Level 2 – Observable inputs other than quoted prices that are either directly or indirectly observable for the asset or liability; • Level 3 – Unobservable inputs that are supported by little or no market activity. These levels are not necessarily an indication of the risk of liquidity associated with the financial assets or liabilities disclosed. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement, as required under ASC 820-10, "Fair Value Measurement." Derivative instruments – Laureate uses derivative instruments as economic hedges for bank debt and interest rate risk. Their values are derived using valuation models commonly used for derivatives. These valuation models require a variety of inputs, including contractual terms, market prices, forward-price yield curves, notional quantities, measures of volatility and correlations of such inputs. Our valuation models also reflect measurements for credit risk. Laureate concluded that the fair values of our derivatives are based on unobservable inputs, or Level 3 assumptions. The significant unobservable input used in the fair value measurement of the Company's derivative instruments is our own credit risk. Holding other inputs constant, a significant increase (decrease) in our own credit risk would result in a significantly lower (higher) fair value measurement for the Company's derivative instruments. Laureate’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2017 were as follows: Total Level 1 Level 2 Level 3 Assets Derivative instruments $ 21,069 $ — $ — $ 21,069 Liabilities Derivative instruments $ 10,423 $ — $ — $ 10,423 Laureate’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2016 were as follows: Total Level 1 Level 2 Level 3 Assets Derivative instruments $ 4,464 $ — $ — $ 4,464 Liabilities Derivative instruments $ 12,968 $ — $ — $ 12,968 The changes in our Level 3 Derivative instruments measured at fair value on a recurring basis for the three months ended March 31, 2017 were as follows: Total Assets (Liabilities) Balance December 31, 2016 $ (8,504 ) Gain (loss) included in earnings: Unrealized gains, net 12,267 Realized losses, net (120 ) Included in other comprehensive income 2,592 Included in issuance of Series A convertible redeemable Preferred Stock 4,382 Settlements 120 Currency translation adjustment (91 ) Balance March 31, 2017 $ 10,646 Unrealized gain, net relating to liabilities held at March 31, 2017 $ 12,267 The following table presents quantitative information regarding the significant unobservable inputs utilized in the fair value measurements of the Company's liabilities classified as Level 3 for the three months ended March 31, 2017 : Fair Value at March 31, 2017 Valuation Technique Unobservable Input Range/Input Value Contingent redemption features - Series A Preferred Stock $ 21,069 Monte Carlo Simulation Method Own Credit Risk 3.85 % Derivative instruments - cross currency and interest rate swaps $ 10,423 Discounted Cash Flow Own Credit Risk 3.85 % |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Bilgi Annual Audit As discussed in Note 15 , Legal and Regulatory Matters , on April 18, 2017, Bilgi received from the YÖK the results of the Annual Audit. The Annual Audit report requires, among other things, that Bilgi be reimbursed approximately $29,000 for payments previously made by Bilgi to a subsidiary of the Company for certain management, operational and student services, and intellectual property. The Company currently consolidates Bilgi under the variable interest entity model and deconsolidation of Bilgi could be required if, as a result of the determinations in the Annual Audit, the Company is no longer able to provide services to Bilgi under its contracts and receive economic benefits from those contractual arrangements. The Company believes that Bilgi is in compliance with all laws and regulations. Bilgi intends to appeal the findings of the Annual Audit and intends to demonstrate the validity and value of the services procured from the Company subsidiary. Refinancing Transactions On April 26, 2017, we completed an offering of $800,000 aggregate principal amount of 8.250% Senior Notes due 2025 (the Senior Notes due 2025). The Senior Notes due 2025 were issued at par and will mature on May 1, 2025. Interest on the Senior Notes due 2025 is payable semi-annually on May 1 and November 1, and the first interest payment date will be November 1, 2017. The Senior Notes due 2025 are exempt from registration under the Securities Act of 1933, as amended (the ‘‘Securities Act’’) and the holders do not have registration rights. We may redeem the Senior Notes due 2025, in whole or in part, at any time on or after May 1, 2020, at redemption prices starting at 106.188% of the principal amount thereof and decreasing from there each year thereafter until May 1, 2023, plus accrued and unpaid interest. From and after May 1, 2023, we may redeem all or part of the Senior Notes due 2025 at a redemption price of 100%, plus accrued and unpaid interest. We may also redeem up to 40% of the Senior Notes due 2025 using the proceeds of certain equity offerings completed before May 1, 2020, at a redemption price equal to 108.250% of the principal amount thereof, plus accrued and unpaid interest. In addition, at any time prior to May 1, 2020, we may redeem the Senior Notes due 2025, in whole or in part, at a price equal to 100% of the principal amount, plus a ‘‘make-whole’’ premium, plus accrued and unpaid interest. Substantially concurrently with the issuance of the Senior Notes due 2025, we consummated a refinancing of our existing Senior Secured Credit Facility by means of an amendment and restatement of the existing amended and restated credit agreement (the New Credit Agreement) to provide a new revolving credit facility of $385,000 maturing in April 2022 and a new syndicated term loan of $1,600,000 maturing in April 2024 (the New Credit Facilities). Laureate intends to use the net proceeds from the offering of the Senior Notes due 2025, together with a portion of the net proceeds from its IPO and net proceeds from the New Credit Facilities to (i) redeem the Senior Notes due 2019 (other than the Exchanged Notes), (ii) repay the Company’s term loans under its senior secured credit facilities, (iii) repay the seller notes used to partially finance the acquisition of FMU Group, and (iv) pay certain related fees and expenses in connection with the offering of the Senior Notes due 2025. On April 28, 2017, the Company elected to redeem all of its outstanding Senior Notes due 2019 (other than the Exchanged Notes) on May 31, 2017 (the Redemption Date). On April 21, 2017, the Company exchanged $250,000 in aggregate principal amount of the Senior Notes due 2019 for the Exchanged Notes. The Exchanged Notes are not being redeemed and will remain outstanding following the Redemption Date. The aggregate principal amount outstanding of the Senior Notes due 2019 (excluding the Exchanged Notes) is $1,125,443 . The redemption price for the Senior Notes due 2019 being redeemed will be equal to 104.625% of the principal amount thereof, plus accrued and unpaid interest and special interest thereon to the Redemption Date, for an aggregate payment to holders of the Senior Notes due 2019 of $1,205,604 . |
Significant Accounting Polici25
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, these financial statements include all adjustments considered necessary to present a fair statement of our consolidated results of operations, financial position and cash flows. Operating results for any interim period are not necessarily indicative of the results that may be expected for the full year. These unaudited Consolidated Financial Statements should be read in conjunction with Laureate's audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the 2016 Form 10-K). |
The Variable Interest Entity (VIE) Arrangements | Laureate consolidates in its financial statements certain internationally based educational organizations that do not have shares or other equity ownership interests. Although these educational organizations may be considered not-for-profit entities in their home countries and they are operated in compliance with their respective not-for-profit legal regimes, we believe they do not meet the definition of a not-for-profit entity under GAAP, and we treat them as "for-profit" entities for accounting purposes. These entities generally cannot declare dividends or distribute their net assets to the entities that control them. We believe that we fully comply with all local laws and regulations. Under ASC Topic 810-10, "Consolidation," we have determined that these institutions are VIEs and that Laureate is the primary beneficiary of these VIEs because we have, as further described herein: (1) the power to direct the activities of the VIEs that most significantly affect their educational and economic performance, and (2) the right to receive economic benefits from contractual and other arrangements with the VIEs that could potentially be significant to the VIEs. We account for the acquisition of the right to control a VIE in accordance with ASC 805, "Business Combinations." |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Not Yet Adopted Accounting Standards Update (ASU) No. 2017-04 (ASU 2017-04), Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment In January 2017, the Financial Accounting Standards Board (FASB) issued ASU 2017-04 in order to simplify the test for goodwill impairment by eliminating Step 2, which measures a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill. Under the amendments in this ASU, an entity should perform its annual goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This ASU is effective for Laureate beginning on January 1, 2020 and early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are currently evaluating the impact of ASU 2017-04 on our Consolidated Financial Statements and whether we will early adopt this ASU. ASU No. 2016-02 (ASU 2016-02), Leases (Topic 842) On February 25, 2016, the FASB issued ASU 2016-02. Lessees will need to recognize on their balance sheet a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Operating leases will result in straight-line expense (similar to current operating leases) while finance leases will result in a front-loaded expense pattern (similar to current capital leases). Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. The standard is effective for Laureate beginning January 1, 2019. The new standard must be adopted using a modified retrospective transition, and provides for certain practical expedients. Transition will require application of the new guidance at the beginning of the earliest comparative period presented. We are in the process of completing our diagnostic assessment and anticipate that ASU 2016-02 will have a material impact on our Consolidated Balance Sheets, as we will record significant asset and liability balances in connection with our leased properties. We are still evaluating the impact to our Consolidated Statements of Operations. ASU No. 2014-09, (ASU 2014-09): Revenue from Contracts with Customers (Topic 606) On May 28, 2014, the FASB issued ASU 2014-09, which supersedes the revenue recognition requirements in Topic 605, ‘‘Revenue Recognition’’ and most industry-specific guidance. The core principle of ASU 2014-09 is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. On July 9, 2015, the FASB deferred the effective date of ASU 2014-09. The new revenue standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 (January 1, 2018 for Laureate) and allows either a full retrospective adoption to all periods presented or a modified retrospective adoption approach with the cumulative effect of initial application of the revised guidance recognized at the date of initial application. We are in the process of completing our diagnostic assessment and plan to adopt this ASU effective January 1, 2018. We do not expect the adoption of this ASU to result in a significant change to our method of recognizing tuition revenues; however, we are still evaluating other components of revenue. We are also still assessing the adoption alternatives between full retrospective adoption and modified retrospective adoption. Recently Adopted Accounting Standards ASU No. 2015-17 (ASU 2015-17), Income Taxes (Topic 740) In November 2015, the FASB issued ASU 2015-17 as a part of the Simplification Initiative and in response to concerns that the current requirement that entities separate deferred income tax liabilities and assets into current and noncurrent amounts results in little or no benefit to users of the financial statements. The amendments in this ASU aim to simplify this presentation by requiring that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. ASU 2015-17 was effective for Laureate beginning January 1, 2017 and we adopted this guidance on a retrospective basis. Accordingly, as of March 31, 2017 all deferred tax assets and liabilities are classified as noncurrent and we reclassified current deferred tax assets and liabilities of approximately $110,000 and $6,000 , respectively, as of December 31, 2016 to noncurrent. ASU No. 2016-09 (ASU 2016-09), Compensation—Stock compensation (Topic 718): Improvements to Employee Share-based Payment Accounting On March 30, 2016, the FASB issued ASU 2016-09 as part of its initiative to reduce complexity in accounting standards. The areas for simplification in this ASU involve several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance was effective for Laureate beginning January 1, 2017. Laureate has elected to continue estimating forfeitures when determining the amount of share-based compensation expense to be recognized each period. The Company adopted this standard prospectively in the first quarter of 2017 and it did not have a material impact on our Consolidated Financial Statements. |
Business and Geographic Segment Information | Laureate’s educational services are offered through three operating segments: LatAm, EMEAA (as defined below) and GPS. Laureate determines its operating segments based on information utilized by the chief operating decision maker to allocate resources and assess performance. As previously disclosed in our 2016 Form 10-K, effective March 31, 2017, we combined our previously separate Europe and AMEA segments in order to reflect our belief that we will be able to operate the institutions in those segments more successfully and efficiently under common management. The combined segment is called EMEAA (Europe, Middle East, Africa and Asia Pacific). This change has been reflected in the quarterly segment information beginning in the first quarter of 2017, the period in which the change occurred. As required, the 2016 segment information that is presented for comparative purposes has also been revised to reflect this segment change. The LatAm segment consists of campus-based institutions and has operations in Brazil, Chile, Costa Rica, Honduras, Mexico, Panama and Peru and has contractual relationships with a licensed institution in Ecuador . The institutions offer an education that emphasizes professional-oriented fields of study with undergraduate and graduate degrees in a wide range of disciplines. The programs at these institutions are mainly campus-based and are primarily focused on local students. In addition, the institutions in our LatAm segment have begun introducing online and hybrid (a combination of online and in-classroom) courses and programs to their curriculum. Brazil and Chile have government-sponsored student financing programs, while in other countries students generally finance their own education. The EMEAA segment consists of campus-based institutions with operations in the European countries of Cyprus, Germany, Italy, Portugal, Spain and Turkey as well as locations in the Middle East, Africa and Asia Pacific consisting of campus-based institutions with operations in Australia, China, India, Malaysia, Morocco, New Zealand, South Africa and Thailand. Additionally, EMEAA also manages nine licensed institutions in the Kingdom of Saudi Arabia and manages one additional institution in China through a joint venture arrangement. These institutions generate revenues by providing professional-oriented undergraduate and graduate degree programs. Several institutions have begun to introduce online and hybrid programs. Students in the EMEAA segment typically self-finance their education or seek third-party financing programs. In certain markets in the EMEAA segment, such as Australia and to a lesser extent China, Thailand and Malaysia, there are various forms of government-supported student financing programs. In the Kingdom of Saudi Arabia, our students' tuition is fully funded by the government. The GPS segment consists of accredited online institutions, which serve students globally, and campus-based institutions serving students in the United States. The online institutions primarily serve working adults with undergraduate and graduate degree programs . The campus-based institutions primarily serve traditional students seeking undergraduate and graduate degrees . In the United States, students have access to government-supported financing programs. Intersegment transactions are accounted for in a similar manner as third party transactions and are eliminated in consolidation. The “Corporate” amounts presented in the following tables includes corporate charges that were not allocated to our reportable segments and adjustments to eliminate intersegment items. We evaluate segment performance based on Adjusted EBITDA, which is a non-GAAP profit measure defined as Income (loss) from continuing operations before income taxes and equity in net income of affiliates, adding back the following items: Foreign currency exchange gain, net , Other income (expense), net , Gain (loss) on derivatives , Loss on debt extinguishment , Interest expense , Interest income , Depreciation and amortization expense, Loss on impairment of assets, Share-based compensation expense and expenses related to our Excellence-in-Process (EiP) initiative. EiP is an enterprise-wide initiative to optimize and standardize Laureate’s processes, creating vertical integration of procurement, information technology, finance, accounting and human resources. It includes the establishment of regional shared services organizations (SSOs) around the world, as well as improvements to the Company's system of internal controls over financial reporting. The increased EiP expenses in the first quarter of 2017 as compared to the first quarter of 2016 relates primarily to severance costs that are predominantly contractual termination benefits recognized in accordance with ASC 712, ‘‘Compensation—Nonretirement Postemployment Benefits.’’ When we review Adjusted EBITDA on a segment basis, we exclude intercompany revenues and expenses, related to network fees and royalties between our segments, which eliminate in consolidation. We use total assets as the measure of assets for reportable segments. |
Financing Receivables | Laureate’s financing receivables consist primarily of trade receivables related to student tuition financing programs with an initial term in excess of one year. We have offered long-term financing through the execution of note receivable agreements with students at some of our institutions. Our disclosures include financing receivables that are classified in our Consolidated Balance Sheets as both current and long-term, reported in accordance with ASC 310, “Receivables.” |
Financing Receivable, Allowance for Credit Losses | Delinquency is the primary indicator of credit quality for our financing receivables. Receivable balances are considered delinquent when contractual payments on the loan become past due. Delinquent financing receivables are placed on non-accrual status for interest income. The accrual of interest is resumed when the financing receivable becomes contractually current and when collection of all remaining amounts due is reasonably assured. We record an Allowance for doubtful accounts to reduce our financing receivables to their net realizable value. The Allowance for doubtful accounts is based on the age of the receivables, the status of past-due amounts, historical collection trends, current economic conditions, and student enrollment status. Each of our institutions evaluates its balances for potential impairment. We consider impaired loans to be those that are past due one year or greater, and those that are modified as a troubled debt restructuring (TDR). |
Derivative Instruments | In the normal course of business, our operations are exposed to fluctuations in foreign currency values and interest rate changes. We may seek to control a portion of these risks through a risk management program that includes the use of derivative instruments. The interest and principal payments for Laureate’s senior long-term debt arrangements are to be paid primarily in USD. Our ability to make debt payments is subject to fluctuations in the value of the USD against foreign currencies, since a majority of our operating cash used to make these payments is generated by subsidiaries with functional currencies other than USD. As part of our overall risk management policies, Laureate has at times entered into foreign currency swap contracts and floating-to-fixed interest rate swap contracts. In addition, we occasionally enter into foreign exchange forward contracts to reduce the earnings impact of other non-functional currency-denominated receivables and payables. We do not enter into speculative or leveraged transactions, nor do we hold or issue derivatives for trading purposes. We generally intend to hold our derivatives until maturity. Laureate reports all derivatives at fair value. These contracts are recognized as either assets or liabilities, depending upon the derivative’s fair value. Gains or losses associated with the change in the fair value of these swaps are recognized in our Consolidated Statements of Operations on a current basis over the term of the contracts, unless designated and effective as a hedge. For swaps that are designated and effective as cash flow hedges, gains or losses associated with the change in fair value of the swaps are recognized in our Consolidated Balance Sheets as a component of Accumulated Other Comprehensive Income (AOCI) and amortized into earnings as a component of Interest expense over the term of the related hedged items. |
Income Taxes | Laureate uses the liability method to account for income taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. For interim purposes, we also apply ASC 740-270, "Income Taxes - Interim Reporting." Laureate's income tax provisions for all periods consist of federal, state and foreign income taxes. The tax provisions for the three months ended March 31, 2017 and 2016 were based on estimated full-year effective tax rates, after giving effect to significant items related specifically to the interim periods, including the mix of income for the period between higher-taxed and lower-taxed jurisdictions. Laureate has operations in multiple countries, many of which have statutory tax rates lower than the United States or are tax-exempt entities, and other operations that are loss-making entities for which it is not more likely than not that a tax benefit will be realized on the loss. Generally, lower tax rates in these foreign jurisdictions along with Laureate’s intent and ability to indefinitely reinvest foreign earnings outside of the United States results in an effective tax rate significantly lower than the statutory rate in the United States. The income tax benefit recorded during the three months ended March 31, 2017 of $27,094 was primarily due to a discrete benefit of approximately $30,000 related to the reversal of income tax withholding on certain intercompany loans that were redesignated from temporary to permanent during the first quarter of 2017 . |
Earnings (Loss) Per Share | Laureate computes basic earnings per share (EPS) by dividing income available to common shareholders by the weighted average number of common shares outstanding for the reporting period. Diluted EPS reflects the potential dilution that would occur if share-based compensation awards/arrangements or contingently issuable shares were exercised or converted into common stock. To calculate the diluted EPS, the basic weighted average number of shares is increased by the dilutive effect of stock options, restricted stock, and other share-based compensation arrangements determined using the treasury stock method. |
Fair Value Measurement | Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date. Accounting standards utilize a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels, which are described below: • Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets; • Level 2 – Observable inputs other than quoted prices that are either directly or indirectly observable for the asset or liability; • Level 3 – Unobservable inputs that are supported by little or no market activity. These levels are not necessarily an indication of the risk of liquidity associated with the financial assets or liabilities disclosed. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement, as required under ASC 820-10, "Fair Value Measurement." Derivative instruments – Laureate uses derivative instruments as economic hedges for bank debt and interest rate risk. Their values are derived using valuation models commonly used for derivatives. These valuation models require a variety of inputs, including contractual terms, market prices, forward-price yield curves, notional quantities, measures of volatility and correlations of such inputs. Our valuation models also reflect measurements for credit risk. Laureate concluded that the fair values of our derivatives are based on unobservable inputs, or Level 3 assumptions. The significant unobservable input used in the fair value measurement of the Company's derivative instruments is our own credit risk. Holding other inputs constant, a significant increase (decrease) in our own credit risk would result in a significantly lower (higher) fair value measurement for the Company's derivative instruments. |
Significant Accounting Polici26
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of variable interest entities | Selected Consolidated Statements of Operations information for these VIEs was as follows: For the three months ended March 31, 2017 2016 Selected Statements of Operations information: Revenues, by segment: LatAm $ 63,686 $ 57,207 EMEAA 66,213 72,335 Revenues 129,899 129,542 Depreciation and amortization 12,823 12,794 Operating (loss) income, by segment: LatAm (41,068 ) (40,582 ) EMEAA 11,875 10,755 Operating loss (29,193 ) (29,827 ) Net loss (20,112 ) (29,559 ) Net loss attributable to Laureate Education, Inc. (20,936 ) (29,308 ) The following table reconciles the Net loss attributable to Laureate Education, Inc. as presented in the table above, to the amounts in our Consolidated Statements of Operations: For the three months ended March 31, 2017 2016 Net (loss) income attributable to Laureate Education, Inc.: Variable interest entities $ (20,936 ) $ (29,308 ) Other operations 30,558 48,103 Corporate and eliminations (132,429 ) (121,962 ) Net loss attributable to Laureate Education, Inc. $ (122,807 ) $ (103,167 ) The following table presents selected assets and liabilities of the consolidated VIEs. Except for Goodwill, the assets in the table below include the assets that can be used only to settle the obligations for the VIEs. The liabilities in the table are liabilities for which the creditors of the VIEs do not have recourse to the general credit of Laureate. Selected Consolidated Balance Sheet amounts for these VIEs were as follows: March 31, 2017 December 31, 2016 VIE Consolidated VIE Consolidated Balance Sheets data: Cash and cash equivalents $ 141,549 $ 856,306 $ 169,074 $ 464,965 Other current assets 301,688 920,848 153,136 650,836 Total current assets 443,237 1,777,154 322,210 1,115,801 Goodwill 185,887 2,012,964 181,669 1,934,464 Tradenames 105,099 1,328,526 104,117 1,307,633 Other intangible assets, net — 45,840 — 46,700 Other long-term assets 698,825 2,746,107 701,117 2,657,872 Total assets 1,433,048 7,910,591 1,309,113 7,062,470 Total current liabilities 439,001 1,791,522 320,922 1,440,232 Long-term debt and other long-term liabilities 111,339 4,572,879 103,375 4,601,013 Total liabilities 550,340 6,364,401 424,297 6,041,245 Total stockholders' equity 882,708 1,357,046 884,816 664,392 Total stockholders' equity attributable to Laureate Education, Inc. 863,848 1,322,405 866,997 632,210 |
Due to Shareholders of Acquir27
Due to Shareholders of Acquired Companies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Summary of amounts due to shareholders of acquired companies | The amounts due to shareholders of acquired companies, currencies, and interest rates applied were as follows: March 31, 2017 December 31, 2016 Nominal Currency Interest Faculdades Metropolitanas Unidas Educacionais (FMU) $ 108,716 $ 100,382 BRL CDI Universidade Anhembi Morumbi (UAM Brazil) 56,141 52,043 BRL CDI + 2% Monash South Africa (MSA) 29,728 27,462 AUD n/a, 6.75% University of St. Augustine for Health Sciences, LLC 11,550 11,550 USD 7% Universidad Tecnologica Centroamericana (UNITEC Honduras) 4,871 5,196 HNL IIBC CH Holding Netherlands B.V. (CH Holding) 3,712 8,587 USD n/a Faculdade-Porto-Alegrense (FAPA) 3,177 2,973 BRL IGP-M IADE Group 2,854 2,755 EUR 3% Total due to shareholders of acquired companies 220,749 210,948 Less: Current portion of due to shareholders of acquired companies 136,766 118,679 Due to shareholders of acquired companies, less current portion $ 83,983 $ 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 |
Business and Geographic Segme28
Business and Geographic Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of segment financial information | The following tables provide financial information for our reportable segments, including a reconciliation of Adjusted EBITDA to Loss from continuing operations before income taxes and equity in net income of affiliates, as reported in the Consolidated Statements of Operations: For the three months ended March 31, 2017 2016 Revenues LatAm $ 421,436 $ 403,898 EMEAA 227,184 244,013 GPS 208,290 260,425 Corporate (977 ) (1,802 ) Revenues $ 855,933 $ 906,534 Adjusted EBITDA of reportable segments LatAm $ (35,788 ) $ (20,226 ) EMEAA 53,449 54,463 GPS 63,604 69,728 Total Adjusted EBITDA of reportable segments 81,265 103,965 Reconciling items: Corporate (32,666 ) (29,991 ) Depreciation and amortization expense (64,514 ) (66,207 ) Loss on impairment of assets — — Share-based compensation expense (22,388 ) (7,164 ) EiP expenses (24,563 ) (11,760 ) Operating loss (62,866 ) (11,157 ) Interest income 4,694 5,806 Interest expense (102,633 ) (103,769 ) Loss on debt extinguishment (1,515 ) — Gain (loss) on derivatives 12,147 (10,750 ) Other income (expense), net 436 (41 ) Foreign currency exchange gain, net 2,290 27,682 Loss from continuing operations before income taxes and equity in net income of affiliates $ (147,447 ) $ (92,229 ) March 31, 2017 December 31, 2016 Assets LatAm $ 4,284,433 $ 3,932,679 EMEAA 1,351,464 1,333,297 GPS 1,568,848 1,505,242 Corporate 705,846 291,252 Total assets $ 7,910,591 $ 7,062,470 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of change in the net carrying amount of goodwill | The change in the net carrying amount of Goodwill from December 31, 2016 through March 31, 2017 was composed of the following items: LatAm EMEAA GPS Total Goodwill $ 1,313,046 $ 243,861 $ 537,452 $ 2,094,359 Accumulated impairment loss (77,094 ) (63,141 ) (19,660 ) (159,895 ) Balance at December 31, 2016 1,235,952 180,720 517,792 1,934,464 Acquisitions — — — — Dispositions — — — — Impairments — — — — Currency translation adjustments 69,828 8,422 250 78,500 Adjustments to prior acquisitions — — — — Balance at March 31, 2017 $ 1,305,780 $ 189,142 $ 518,042 $ 2,012,964 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt outstanding | Outstanding long-term debt was as follows: March 31, 2017 December 31, 2016 Senior long-term debt: Senior Secured Credit Facility (stated maturity dates June 2018, June 2019 and March 2021), net of discount $ 1,494,064 $ 1,497,869 Senior Notes due 2019 (stated maturity date September 2019), net of discount 1,366,440 1,388,036 Total senior long-term debt 2,860,504 2,885,905 Other debt: Lines of credit 63,449 66,081 Notes payable and other debt 669,129 650,184 Total senior and other debt 3,593,082 3,602,170 Capital lease obligations and sale-leaseback financings 255,320 250,842 Total long-term debt 3,848,402 3,853,012 Less: total unamortized deferred financing costs 40,704 44,648 Less: current portion of long-term debt 177,883 178,989 Long-term debt, less current portion $ 3,629,815 $ 3,629,375 |
Schedule estimated fair values of debt | The estimated fair value of our debt was as follows: March 31, 2017 December 31, 2016 Carrying amount Estimated fair value Carrying amount Estimated fair value Total senior and other debt $ 3,593,082 $ 3,658,354 $ 3,602,170 $ 3,632,853 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of redeemable noncontrolling interest | If the minority put arrangements were all exercisable at March 31, 2017 , Laureate would be obligated to pay the noncontrolling interest holders an estimated amount of $15,844 , as summarized in the following table: Nominal Currency First Exercisable Date Estimated Value as of March 31, 2017 redeemable within Reported Noncontrolling interest holder put arrangements INTI Education Holdings Sdn Bhd (INTI) - 10% MYR Current $ 9,187 $ 9,187 Pearl Retail Solutions Private Limited and Creative Arts Education Society (Pearl) - 45% INR June 30, 2017 6,599 6,599 Stamford International University (STIU) - Puttable preferred stock of TEDCO THB Current 58 58 Total noncontrolling interest holder put arrangements 15,844 15,844 Puttable common stock - currently redeemable USD Current 4 4 Puttable common stock - not currently redeemable USD * — 3,200 Total redeemable noncontrolling interests and equity $ 15,848 $ 19,048 * Contingently redeemable MYR: Malaysian Ringgit INR: Indian Rupee THB: Thai Baht |
Financing Receivables (Tables)
Financing Receivables (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Receivables [Abstract] | |
Schedule of Financing Receivable | Laureate’s financing receivables balances were as follows: March 31, 2017 December 31, 2016 Financing receivables $ 30,444 $ 29,776 Allowance for doubtful accounts (8,740 ) (9,175 ) Financing receivables, net of allowances $ 21,704 $ 20,601 |
Summary of Aging of Financing Receivables By Country | The aging of financing receivables grouped by country portfolio was as follows: Chile Other Total As of March 31, 2017 Amounts past due less than one year $ 9,121 $ 982 $ 10,103 Amounts past due one year or greater 2,903 1,579 4,482 Total past due (on non-accrual status) 12,024 2,561 14,585 Not past due 13,262 2,597 15,859 Total financing receivables $ 25,286 $ 5,158 $ 30,444 As of December 31, 2016 Amounts past due less than one year $ 8,711 $ 834 $ 9,545 Amounts past due one year or greater 3,899 1,482 5,381 Total past due (on non-accrual status) 12,610 2,316 14,926 Not past due 11,758 3,092 14,850 Total financing receivables $ 24,368 $ 5,408 $ 29,776 |
Summary of Allowance for Credit Losses on Financing Receivables | The following is a rollforward of the Allowance for doubtful accounts related to financing receivables for the three months ended March 31, 2017 and 2016 , grouped by country portfolio: Chile Other Total Balance at December 31, 2016 $ (6,209 ) $ (2,966 ) $ (9,175 ) Charge-offs 911 27 938 Recoveries — (3 ) (3 ) Reclassifications — — — Provision (450 ) 35 (415 ) Currency adjustments (66 ) (19 ) (85 ) Balance at March 31, 2017 $ (5,814 ) $ (2,926 ) $ (8,740 ) Balance at December 31, 2015 $ (7,240 ) $ (3,336 ) $ (10,576 ) Charge-offs 565 25 590 Recoveries — (15 ) (15 ) Reclassifications — 65 65 Provision (241 ) 244 3 Currency adjustments (202 ) (12 ) (214 ) Balance at March 31, 2016 $ (7,118 ) $ (3,029 ) $ (10,147 ) |
Summary of Troubled Debt Restructurings | The number of financing receivable accounts and the pre- and post-modification account balances modified under the terms of a TDR during the three months ended March 31, 2017 and 2016 were as follows: Number of Financing Receivable Accounts Pre-Modification Balance Outstanding Post-Modification Balance Outstanding 2017 281 $ 1,169 $ 1,086 2016 245 $ 1,220 $ 1,245 The preceding table represents accounts modified under the terms of a TDR during the three months ended March 31, 2017 , whereas the following table represents accounts modified as a TDR between January 1, 2016 and March 31, 2017 that subsequently defaulted during the three months ended March 31, 2017 : Number of Financing Receivable Accounts Balance at Default Total 82 $ 327 The following table represents accounts modified as a TDR between January 1, 2015 and March 31, 2016 that subsequently defaulted during the three months ended March 31, 2016 : Number of Financing Receivable Accounts Balance at Default Total 138 $ 414 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Share-based Compensation Expense | Share-based compensation expense was as follows: For the three months ended March 31, 2017 2016 Stock options, net of estimated forfeitures $ 19,281 $ 5,155 Restricted stock awards 3,107 1,925 Total non-cash stock compensation 22,388 7,080 Deferred compensation arrangement — 84 Total $ 22,388 $ 7,164 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Components of Net Changes in Stockholders' Equity | The components of net changes in stockholders' equity were as follows: Laureate Education, Inc. Stockholders Class A Common Stock Class B Common Stock Common Stock Shares Amount Shares Amount Shares Amount Additional paid-in capital (Accumulated deficit) retained earnings Accumulated other comprehensive (loss) income Non-controlling interests Total stockholders' equity Balance at December 31, 2016 — $ — — $ — 133,376 $ 534 $ 2,721,432 $ (1,037,701 ) $ (1,052,055 ) $ 32,182 $ 664,392 Non-cash stock compensation — — — — — — 22,388 — — — 22,388 Reclassification of Common stock into Class B common stock on January 31, 2017 — — 133,376 534 (133,376 ) (534 ) — — — — — Issuance of Class A common stock in initial public offering 35,000 140 — — — — 456,750 — — — 456,890 Conversion of Class B shares to Class A shares 204 1 (204 ) (1 ) — — — — — — — Vesting of restricted stock and exercise of stock options, net of shares withheld to satisfy tax withholding — — 28 — — — — — — — — Reclassification to equity upon expiration of put right on share-based awards — — — — — — 5,500 — — — 5,500 Dividends to noncontrolling interests — — — — — — (288 ) — — — (288 ) Capital contributions from noncontrolling interest holders — — — — — — — — — 454 454 Accretion of redeemable noncontrolling interests and equity — — — — — — 322 — — — 322 Accretion of Series A Convertible Redeemable Preferred Stock — — — — — — (39,260 ) — — — (39,260 ) Beneficial conversion feature for Series A Convertible Redeemable Preferred Stock — — — — — — 261,794 — — — 261,794 Reclassification of redeemable noncontrolling interests and equity — — — — — — — — — (781 ) (781 ) Net (loss) income — — — — — — — (122,807 ) — 2,454 (120,353 ) Foreign currency translation adjustment, net of tax of $0 — — — — — — — — 103,064 332 103,396 Unrealized gain on derivatives, net of tax of $0 — — — — — — — — 2,592 — 2,592 Balance at March 31, 2017 35,204 $ 141 133,200 $ 533 — $ — $ 3,428,638 $ (1,160,508 ) $ (946,399 ) $ 34,641 $ 1,357,046 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The components of these balances were as follows: March 31, 2017 December 31, 2016 Laureate Education, Inc. Noncontrolling Interests Total Laureate Education, Inc. Noncontrolling Interests Total Foreign currency translation loss $ (941,158 ) $ (1,972 ) $ (943,130 ) $ (1,044,222 ) $ (2,304 ) $ (1,046,526 ) Unrealized losses on derivatives (2,626 ) — (2,626 ) (5,218 ) — (5,218 ) Minimum pension liability adjustment (2,615 ) — (2,615 ) (2,615 ) — (2,615 ) Accumulated other comprehensive loss $ (946,399 ) $ (1,972 ) $ (948,371 ) $ (1,052,055 ) $ (2,304 ) $ (1,054,359 ) |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Fair Value of Derivatives Instruments | The reported fair values of our derivatives, which are classified in Derivative instruments on our Consolidated Balance Sheets, were as follows: March 31, 2017 December 31, 2016 Derivatives designated as hedging instruments: Current liabilities: Interest rate swaps $ 2,626 $ 5,218 Derivatives not designated as hedging instruments: Long-term assets: Contingent redemption features - Series A Preferred Stock 21,069 4,464 Long-term liabilities: Cross currency and interest rate swaps 7,473 7,420 Interest rate swaps 324 330 Total derivative instrument assets $ 21,069 $ 4,464 Total derivative instrument liabilities $ 10,423 $ 12,968 |
Summary of Unrealized Gain (Loss) Recorded In and Reclassified From Accumulated Comprehensive Income (Loss) | The table below shows the total recorded unrealized gain (loss) of these swaps in Comprehensive income (loss). The impact of derivative instruments designated as hedging instruments on Comprehensive income (loss), Interest expense and AOCI for the three months ended March 31, 2017 and 2016 were as follows: Gain Recognized in Comprehensive Loss Income Statement Location Loss Reclassified 2017 2016 2017 2016 Interest rate swaps $ 2,592 $ 1,213 Interest expense $ (2,687 ) $ (2,658 ) |
Components of the Reported Gain (Loss) on Derivatives Not Designated as Hedging Instruments | Components of the reported Gain (loss) on derivatives not designated as hedging instruments in the Consolidated Statements of Operations were as follows: For the three months ended March 31, 2017 2016 Unrealized Gain (Loss) Contingent redemption features - Series A Preferred $ 12,223 $ — Cross currency and interest rate swaps 18 (9,998 ) Interest rate swaps 26 (1 ) 12,267 (9,999 ) Realized Loss Cross currency and interest rate swaps (120 ) (703 ) Interest rate swaps — (48 ) (120 ) (751 ) Total Gain (Loss) Contingent redemption features - Series A Preferred 12,223 — Cross currency and interest rate swaps (102 ) (10,701 ) Interest rate swaps 26 (49 ) Gain (loss) on derivatives, net $ 12,147 $ (10,750 ) |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following tables summarize the computations of basic and diluted earnings per share: For the three months ended March 31, 2017 2016 Numerator used in basic and diluted earnings (loss) per common share: Loss from continuing operations attributable to Laureate Education, Inc. $ (122,807 ) $ (103,167 ) Accretion of redemption value of redeemable noncontrolling interests and equity 5,822 1,363 Adjusted for: accretion related to noncontrolling interests and equity redeemable at fair value (5,438 ) 151 Accretion of Series A convertible redeemable preferred stock (39,260 ) — Subtotal: accretion of Series A convertible redeemable preferred stock and other redeemable noncontrolling interests and equity (38,876 ) 1,514 Net loss available to common stockholders $ (161,683 ) $ (101,653 ) Denominator used in basic and diluted earnings (loss) per common share: Basic and diluted weighted average shares outstanding 154,301 133,278 Basic and diluted loss per share $ (1.05 ) $ (0.76 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table summarizes the number of stock options and shares of restricted stock that were excluded from the diluted EPS calculations because the effect would have been antidilutive: For the three months ended March 31, 2017 2016 Stock options 12,296 10,630 Restricted stock 499 269 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | Laureate’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2017 were as follows: Total Level 1 Level 2 Level 3 Assets Derivative instruments $ 21,069 $ — $ — $ 21,069 Liabilities Derivative instruments $ 10,423 $ — $ — $ 10,423 Laureate’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2016 were as follows: Total Level 1 Level 2 Level 3 Assets Derivative instruments $ 4,464 $ — $ — $ 4,464 Liabilities Derivative instruments $ 12,968 $ — $ — $ 12,968 |
Summary of the Change in Level 3 Derivatives Instruments | The changes in our Level 3 Derivative instruments measured at fair value on a recurring basis for the three months ended March 31, 2017 were as follows: Total Assets (Liabilities) Balance December 31, 2016 $ (8,504 ) Gain (loss) included in earnings: Unrealized gains, net 12,267 Realized losses, net (120 ) Included in other comprehensive income 2,592 Included in issuance of Series A convertible redeemable Preferred Stock 4,382 Settlements 120 Currency translation adjustment (91 ) Balance March 31, 2017 $ 10,646 Unrealized gain, net relating to liabilities held at March 31, 2017 $ 12,267 |
Fair Value Inputs, Liabilities, Quantitative Information | The following table presents quantitative information regarding the significant unobservable inputs utilized in the fair value measurements of the Company's liabilities classified as Level 3 for the three months ended March 31, 2017 : Fair Value at March 31, 2017 Valuation Technique Unobservable Input Range/Input Value Contingent redemption features - Series A Preferred Stock $ 21,069 Monte Carlo Simulation Method Own Credit Risk 3.85 % Derivative instruments - cross currency and interest rate swaps $ 10,423 Discounted Cash Flow Own Credit Risk 3.85 % |
Fair Value Inputs, Assets, Quantitative Information | The following table presents quantitative information regarding the significant unobservable inputs utilized in the fair value measurements of the Company's liabilities classified as Level 3 for the three months ended March 31, 2017 : Fair Value at March 31, 2017 Valuation Technique Unobservable Input Range/Input Value Contingent redemption features - Series A Preferred Stock $ 21,069 Monte Carlo Simulation Method Own Credit Risk 3.85 % Derivative instruments - cross currency and interest rate swaps $ 10,423 Discounted Cash Flow Own Credit Risk 3.85 % |
Description of Business - Addit
Description of Business - Additional Information (Details) $ / shares in Units, $ in Thousands | Feb. 06, 2017$ / sharesshares | Jan. 31, 2017 | Mar. 31, 2017USD ($)shares | Dec. 31, 2016shares |
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 175,000,000 | |||
Reverse stock split | 0.25 | |||
Class A Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 700,000,000 | |||
IPO | Class A Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 700,000,000 | |||
Shares sold in initial public offering (in shares) | 35,000,000 | |||
Sale of common stock in IPO (in dollars per share) | $ / shares | $ 14 | |||
Net proceeds from initial public offering | $ | $ 456,888 |
Significant Accounting Polici39
Significant Accounting Policies - Schedule of Variable Interest Entities (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Selected Statements of Operations information: | ||||
Revenues, by segment: | $ 855,933 | $ 906,534 | ||
Operating (loss) income, by segment: | ||||
Operating loss | (62,866) | (11,157) | ||
Net loss | (120,353) | (102,446) | ||
Net loss attributable to Laureate Education, Inc. | (122,807) | (103,167) | ||
Balance Sheets data: | ||||
Cash and cash equivalents | 856,306 | 364,598 | $ 464,965 | $ 458,673 |
Other current assets | 920,848 | 650,836 | ||
Total current assets (includes VIE amounts of $443,237 and $322,210, see Note 2) | 1,777,154 | 1,115,801 | ||
Goodwill | 2,012,964 | 1,934,464 | ||
Tradenames | 1,328,526 | 1,307,633 | ||
Other intangible assets, net | 45,840 | 46,700 | ||
Other long-term assets | 2,746,107 | 2,657,872 | ||
Total assets (includes VIE amounts of $1,433,048 and $1,309,113, see Note 2) | 7,910,591 | 7,062,470 | ||
Total current liabilities | 1,791,522 | 1,440,232 | ||
Long-term debt and other long-term liabilities | 4,572,879 | 4,601,013 | ||
Total liabilities (includes VIE amounts of $550,340 and $424,297, see Note 2) | 6,364,401 | 6,041,245 | ||
Total stockholders' equity | 1,357,046 | 664,392 | ||
Total stockholders' equity attributable to Laureate Education, Inc. | 1,322,405 | 632,210 | ||
LatAm | ||||
Balance Sheets data: | ||||
Goodwill | 1,305,780 | 1,235,952 | ||
EMEAA | ||||
Balance Sheets data: | ||||
Goodwill | 189,142 | 180,720 | ||
Operating Segments | ||||
Selected Statements of Operations information: | ||||
Revenues, by segment: | 855,933 | 906,534 | ||
Operating Segments | LatAm | ||||
Selected Statements of Operations information: | ||||
Revenues, by segment: | 421,436 | 403,898 | ||
Balance Sheets data: | ||||
Total assets (includes VIE amounts of $1,433,048 and $1,309,113, see Note 2) | 4,284,433 | 3,932,679 | ||
Operating Segments | EMEAA | ||||
Selected Statements of Operations information: | ||||
Revenues, by segment: | 227,184 | 244,013 | ||
Balance Sheets data: | ||||
Total assets (includes VIE amounts of $1,433,048 and $1,309,113, see Note 2) | 1,351,464 | 1,333,297 | ||
Other operations | ||||
Selected Statements of Operations information: | ||||
Depreciation and amortization | 64,514 | 66,207 | ||
Operating (loss) income, by segment: | ||||
Operating loss | (62,866) | (11,157) | ||
Net loss attributable to Laureate Education, Inc. | 30,558 | 48,103 | ||
Corporate and eliminations | ||||
Selected Statements of Operations information: | ||||
Revenues, by segment: | (977) | (1,802) | ||
Operating (loss) income, by segment: | ||||
Net loss attributable to Laureate Education, Inc. | (132,429) | (121,962) | ||
Variable Interest Entity, Primary Beneficiary | ||||
Balance Sheets data: | ||||
Cash and cash equivalents | 141,549 | 169,074 | ||
Other current assets | 301,688 | 153,136 | ||
Total current assets (includes VIE amounts of $443,237 and $322,210, see Note 2) | 443,237 | 322,210 | ||
Goodwill | 185,887 | 181,669 | ||
Tradenames | 105,099 | 104,117 | ||
Other intangible assets, net | 0 | 0 | ||
Other long-term assets | 698,825 | 701,117 | ||
Total assets (includes VIE amounts of $1,433,048 and $1,309,113, see Note 2) | 1,433,048 | 1,309,113 | ||
Total current liabilities | 439,001 | 320,922 | ||
Long-term debt and other long-term liabilities | 111,339 | 103,375 | ||
Total liabilities (includes VIE amounts of $550,340 and $424,297, see Note 2) | 550,340 | 424,297 | ||
Total stockholders' equity | 882,708 | 884,816 | ||
Total stockholders' equity attributable to Laureate Education, Inc. | 863,848 | $ 866,997 | ||
Variable Interest Entity, Primary Beneficiary | Operating Segments | ||||
Selected Statements of Operations information: | ||||
Revenues, by segment: | 129,899 | 129,542 | ||
Depreciation and amortization | 12,823 | 12,794 | ||
Operating (loss) income, by segment: | ||||
Operating loss | (29,193) | (29,827) | ||
Net loss | (20,112) | (29,559) | ||
Net loss attributable to Laureate Education, Inc. | (20,936) | (29,308) | ||
Variable Interest Entity, Primary Beneficiary | Operating Segments | LatAm | ||||
Selected Statements of Operations information: | ||||
Revenues, by segment: | 63,686 | 57,207 | ||
Operating (loss) income, by segment: | ||||
Operating loss | (41,068) | (40,582) | ||
Variable Interest Entity, Primary Beneficiary | Operating Segments | EMEAA | ||||
Selected Statements of Operations information: | ||||
Revenues, by segment: | 66,213 | 72,335 | ||
Operating (loss) income, by segment: | ||||
Operating loss | $ 11,875 | $ 10,755 |
Significant Accounting Polici40
Significant Accounting Policies - Additional Information (Details) - Accounting Standards Update 2015-17 $ in Thousands | Dec. 31, 2016USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Decrease in current deferred tax assets | $ 110,000 |
Decrease in current deferred tax liabilities | $ 6,000 |
Due to Shareholders of Acquir41
Due to Shareholders of Acquired Companies - Summary of Amounts Due to Shareholders of Acquired Companies (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||
Total due to shareholders of acquired companies | $ 220,749 | $ 210,948 |
Less: Current portion of due to shareholders of acquired companies | 136,766 | 118,679 |
Due to shareholders of acquired companies, less current portion | 83,983 | 92,269 |
Faculdades Metropolitanas Unidas Educacionais (FMU) | ||
Business Acquisition [Line Items] | ||
Total due to shareholders of acquired companies | 108,716 | 100,382 |
Universidade Anhembi Morumbi (UAM Brazil) | ||
Business Acquisition [Line Items] | ||
Total due to shareholders of acquired companies | 56,141 | 52,043 |
Monash South Africa (MSA) | ||
Business Acquisition [Line Items] | ||
Total due to shareholders of acquired companies | $ 29,728 | 27,462 |
Monash South Africa (MSA) | Notes Payable | ||
Business Acquisition [Line Items] | ||
Interest Rate % | 6.75% | |
University of St. Augustine for Health Sciences, LLC (St. Augustine) | ||
Business Acquisition [Line Items] | ||
Total due to shareholders of acquired companies | $ 11,550 | 11,550 |
University of St. Augustine for Health Sciences, LLC (St. Augustine) | Notes Payable | ||
Business Acquisition [Line Items] | ||
Interest Rate % | 7.00% | |
CH Holding Netherlands B.V. (CH Holding) | ||
Business Acquisition [Line Items] | ||
Total due to shareholders of acquired companies | $ 4,871 | 5,196 |
Universidad Tecnologica Centroamericana (UNITEC Honduras) | ||
Business Acquisition [Line Items] | ||
Total due to shareholders of acquired companies | 3,712 | 8,587 |
Faculdade-Porto-Alegrense (FAPA) | ||
Business Acquisition [Line Items] | ||
Total due to shareholders of acquired companies | 3,177 | 2,973 |
IADE Group | ||
Business Acquisition [Line Items] | ||
Total due to shareholders of acquired companies | $ 2,854 | $ 2,755 |
IADE Group | Notes Payable | ||
Business Acquisition [Line Items] | ||
Interest Rate % | 3.00% | |
Certificados de Depósitos Interbancários (CDI) | Universidade Anhembi Morumbi (UAM Brazil) | Notes Payable | ||
Business Acquisition [Line Items] | ||
Basis spread on variable rate | 2.00% |
Business and Geographic Segme42
Business and Geographic Segment Information - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2017licennsed_institutionsegment | |
Segment Reporting Information [Line Items] | |
Number of operating segments | segment | 3 |
Saudi Arabia | |
Segment Reporting Information [Line Items] | |
Number of licensed institutions managed through joint venture arrangements | 9 |
China | |
Segment Reporting Information [Line Items] | |
Number of licensed institutions managed through joint venture arrangements | 1 |
Business and Geographic Segme43
Business and Geographic Segment Information - Schedule of Segment Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |||
Revenues | $ 855,933 | $ 906,534 | |
Adjusted EBITDA of reportable segments | |||
Adjusted EBITDA of reportable segments | 81,265 | 103,965 | |
Reconciling items: | |||
Share-based compensation expense | (22,388) | (7,080) | |
Operating loss | (62,866) | (11,157) | |
Interest income | 4,694 | 5,806 | |
Interest expense | (102,633) | (103,769) | |
Loss on debt extinguishment | (1,515) | 0 | |
Gain (loss) on derivatives | 12,147 | (10,750) | |
Other income (expense), net | 436 | (41) | |
Foreign currency exchange gain, net | 2,290 | 27,682 | |
Loss from continuing operations before income taxes and equity in net loss of affiliates | (147,447) | (92,229) | |
Assets | |||
Assets | 7,910,591 | $ 7,062,470 | |
Operating Segments | |||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |||
Revenues | 855,933 | 906,534 | |
Corporate and eliminations | |||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |||
Revenues | (977) | (1,802) | |
Reconciling items: | |||
Reconciling items: | |||
Corporate | (32,666) | (29,991) | |
Depreciation and amortization expense | (64,514) | (66,207) | |
Loss on impairment of assets | 0 | 0 | |
Share-based compensation expense | (22,388) | (7,164) | |
EiP expenses | (24,563) | (11,760) | |
Operating loss | (62,866) | (11,157) | |
Interest income | 4,694 | 5,806 | |
Interest expense | (102,633) | (103,769) | |
Loss on debt extinguishment | (1,515) | 0 | |
Gain (loss) on derivatives | 12,147 | (10,750) | |
Other income (expense), net | 436 | (41) | |
Foreign currency exchange gain, net | 2,290 | 27,682 | |
Corporate | |||
Assets | |||
Assets | 705,846 | 291,252 | |
LatAm | Operating Segments | |||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |||
Revenues | 421,436 | 403,898 | |
Adjusted EBITDA of reportable segments | |||
Adjusted EBITDA of reportable segments | (35,788) | (20,226) | |
Assets | |||
Assets | 4,284,433 | 3,932,679 | |
EMEAA | Operating Segments | |||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |||
Revenues | 227,184 | 244,013 | |
Adjusted EBITDA of reportable segments | |||
Adjusted EBITDA of reportable segments | 53,449 | 54,463 | |
Assets | |||
Assets | 1,351,464 | 1,333,297 | |
GPS | Operating Segments | |||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |||
Revenues | 208,290 | 260,425 | |
Adjusted EBITDA of reportable segments | |||
Adjusted EBITDA of reportable segments | 63,604 | $ 69,728 | |
Assets | |||
Assets | $ 1,568,848 | $ 1,505,242 |
Goodwill - Summary of Change in
Goodwill - Summary of Change in the Net Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | ||
Goodwill | $ 2,094,359 | |
Accumulated impairment loss | (159,895) | |
Goodwill [Roll Forward] | ||
Balance at December 31, 2016 | $ 1,934,464 | |
Acquisitions | 0 | |
Dispositions | 0 | |
Impairments | 0 | |
Currency translation adjustments | 78,500 | |
Adjustments to prior acquisitions | 0 | |
Balance at March 31, 2017 | 2,012,964 | |
LatAm | ||
Goodwill [Line Items] | ||
Goodwill | 1,313,046 | |
Accumulated impairment loss | (77,094) | |
Goodwill [Roll Forward] | ||
Balance at December 31, 2016 | 1,235,952 | |
Acquisitions | 0 | |
Dispositions | 0 | |
Impairments | 0 | |
Currency translation adjustments | 69,828 | |
Adjustments to prior acquisitions | 0 | |
Balance at March 31, 2017 | 1,305,780 | |
EMEAA | ||
Goodwill [Line Items] | ||
Goodwill | 243,861 | |
Accumulated impairment loss | (63,141) | |
Goodwill [Roll Forward] | ||
Balance at December 31, 2016 | 180,720 | |
Acquisitions | 0 | |
Dispositions | 0 | |
Impairments | 0 | |
Currency translation adjustments | 8,422 | |
Adjustments to prior acquisitions | 0 | |
Balance at March 31, 2017 | 189,142 | |
GPS | ||
Goodwill [Line Items] | ||
Goodwill | 537,452 | |
Accumulated impairment loss | $ (19,660) | |
Goodwill [Roll Forward] | ||
Balance at December 31, 2016 | 517,792 | |
Acquisitions | 0 | |
Dispositions | 0 | |
Impairments | 0 | |
Currency translation adjustments | 250 | |
Adjustments to prior acquisitions | 0 | |
Balance at March 31, 2017 | $ 518,042 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Outstanding (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 3,848,402 | $ 3,853,012 |
Capital lease obligations and sale-leaseback financings | 255,320 | 250,842 |
Less: total unamortized deferred financing costs | 40,704 | 44,648 |
Less: current portion of long-term debt | 177,883 | 178,989 |
Long-term debt, less current portion | 3,629,815 | 3,629,375 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 2,860,504 | 2,885,905 |
Lines of credit | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 63,449 | 66,081 |
Notes payable and other debt | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 669,129 | 650,184 |
Senior And Other Debt [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 3,593,082 | 3,602,170 |
Senior Notes Due 2019 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 1,366,440 | 1,388,036 |
Secured Credit Facility | Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 1,494,064 | $ 1,497,869 |
Debt - Debt Refinancing and Sen
Debt - Debt Refinancing and Senior Notes Due 2019 Exchange Transaction (Details) - USD ($) | Apr. 21, 2017 | Apr. 01, 2017 | Mar. 01, 2017 | Apr. 15, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2017 | Feb. 06, 2017 |
Debt Instrument [Line Items] | ||||||||
Repurchase payments of long term debt | $ 50,335,000 | $ 133,079,000 | ||||||
Common Stock | Scenario, Forecast | ||||||||
Debt Instrument [Line Items] | ||||||||
Required amount of proceeds received in public offering for exchange agreement to occur | $ 400,000,000 | |||||||
Gross proceeds from initial public offering, percent of equity value | 10.00% | |||||||
Common Stock | Class A Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Issuance of Class A common stock (in shares) | 35,000,000 | |||||||
IPO | Class A Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Sale of common stock in IPO (in dollars per share) | $ 14 | |||||||
Senior Notes | Senior Notes Due 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Common stock shares issuable, percentage of aggregate principal amount | 104.625% | |||||||
Amount to be divided by initial public offering price per share, to determine number of shares authorized for exchange | $ 261,600,000 | |||||||
Repurchase of aggregate principal amount | $ 22,556,000 | |||||||
Repurchase price, percent | 104.625% | |||||||
Repurchase payments of long term debt | $ 23,599,000 | |||||||
Senior Notes | Senior Notes Due 2019 | Scenario, Forecast | ||||||||
Debt Instrument [Line Items] | ||||||||
Amount of debt to be exchanged | $ 250,000,000 | |||||||
Issuance of Class A common stock (in shares) | 18,683,000 | |||||||
Period for repurchase of additional principal amount | 60 days | |||||||
Amount able to be purchased after IPO | $ 62,500,000 | |||||||
Subsequent Event | Convertible Debt | Exchanged Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Amount of debt to be exchanged | $ 250,000,000 | |||||||
Subsequent Event | Senior Notes | Senior Notes Due 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 9.25% |
Debt - Schedule Estimated Fair
Debt - Schedule Estimated Fair Values of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Carrying amount | ||
Debt Instrument [Line Items] | ||
Total senior and other debt | $ 3,593,082 | $ 3,602,170 |
Estimated fair value | ||
Debt Instrument [Line Items] | ||
Total senior and other debt | $ 3,658,354 | $ 3,632,853 |
Debt - Certain Covenants (Detai
Debt - Certain Covenants (Details) - Amended And Restated Credit Agreement | 3 Months Ended | ||
Sep. 30, 2015 | Mar. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Debt to Consolidated EBITDA ratio | 234.00% | 279.00% | |
Debt Instrument, Covenant, Period One | |||
Debt Instrument [Line Items] | |||
Required minimum Debt to Consolidated EBITDA ratio | 5.30 | ||
Debt Instrument, Covenant, Period Two | |||
Debt Instrument [Line Items] | |||
Required minimum Debt to Consolidated EBITDA ratio | 4.50 | ||
Debt Instrument, Covenant, Period Three | |||
Debt Instrument [Line Items] | |||
Required minimum Debt to Consolidated EBITDA ratio | 3.5 |
Commitments and Contingencies -
Commitments and Contingencies - Noncontrolling Interest Holder Put Agreements and Company Call Arrangements (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Redeemable Noncontrolling Interest [Line Items] | |
Accretion of redeemable noncontrolling interests and equity | $ 15,306 |
Puttable Non-controlling Interest | |
Redeemable Noncontrolling Interest [Line Items] | |
Total redeemable noncontrolling interests and equity | 15,844 |
Estimated Value as of March 31, 2017 redeemable within 12-months: | $ 15,844 |
Commitments and Contingencies50
Commitments and Contingencies - Summary of Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
INTI Education Holdings Sdn Bhd | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Noncontrolling interest, noncontrolling owners, ownership percent allowed to be sold | 10.00% | |
Pearl Retail Solutions Private Limited and Creative Arts Education Society | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Noncontrolling interest, noncontrolling owners, ownership percent allowed to be sold | 45.00% | |
Puttable Common Stock | INTI Education Holdings Sdn Bhd | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Estimated Value as of March 31, 2017 redeemable within 12-months: | $ 9,187 | |
Reported Value | 9,187 | |
Puttable Common Stock | Pearl Retail Solutions Private Limited and Creative Arts Education Society | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Estimated Value as of March 31, 2017 redeemable within 12-months: | 6,599 | |
Reported Value | 6,599 | |
Puttable Preferred Stock | Stamford International University | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Estimated Value as of March 31, 2017 redeemable within 12-months: | 58 | |
Reported Value | 58 | |
Puttable Non-controlling Interest | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Estimated Value as of March 31, 2017 redeemable within 12-months: | 15,844 | |
Reported Value | 15,844 | |
Puttable common stock - currently redeemable | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Estimated Value as of March 31, 2017 redeemable within 12-months: | 4 | |
Reported Value | 4 | |
Puttable common stock - not currently redeemable | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Estimated Value as of March 31, 2017 redeemable within 12-months: | 0 | |
Reported Value | 3,200 | |
Puttable Arrangements - Common and Preferred Stock | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Estimated Value as of March 31, 2017 redeemable within 12-months: | 15,848 | |
Reported Value | $ 19,048 | $ 23,876 |
Commitments and Contingencies51
Commitments and Contingencies - Series A Convertible Redeemable Preferred Stock Offering (Details) $ in Thousands | Dec. 20, 2016USD ($)shares | Dec. 04, 2016USD ($)investorshares | Jan. 31, 2017USD ($)shares | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Series A Convertible Redeemable Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Total redeemable noncontrolling interests and equity | $ 170,096 | $ 332,957 | |||
Series A Convertible Redeemable Preferred Stock | Additional paid-in capital | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Accretion to redemption value | (39,260) | ||||
Series A Redeemable Convertible Preferred Stock - Beneficial Conversion Feature | Additional paid-in capital | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Beneficial conversion feature of preferred stock | $ 261,794 | ||||
Accretion period | 1 year | ||||
Private Placement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of investors | investor | 6 | ||||
Net proceeds from sale of stock | $ 328,000 | $ 383,000 | $ 55,000 | ||
Sale of stock, number of shares issued in transaction (in shares) | shares | 343,000 | 57,000 | |||
Sale of stock, amount financed | $ 57,000 | ||||
Sale of stock redemption period | 5 years | ||||
Private Placement | Series A Convertible Redeemable Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock, number of shares agreed to be issued in transaction (in shares) | shares | 400,000 | ||||
Private Placement | Series A-1 Redeemable Convertible Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock, number of shares agreed to be issued in transaction (in shares) | shares | 23,000 | ||||
Private Placement | Series A-2 Redeemable Convertible Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock, number of shares agreed to be issued in transaction (in shares) | shares | 377,000 |
Commitments and Contingencies52
Commitments and Contingencies - Other Loss Contingencies (Details) - USD ($) $ in Thousands | Sep. 12, 2014 | Apr. 30, 2013 | Mar. 31, 2017 | Dec. 31, 2016 |
Loss Contingencies [Line Items] | ||||
Indemnification assets | $ 97,312 | $ 97,607 | ||
Repayment Guarantee for Loans that Financed a Portion of the Purchase Price | ||||
Loss Contingencies [Line Items] | ||||
Percentage of shares as guarantee of payment obligations | 75.00% | |||
Repayment Guarantee for Obligations Under the Purchase Agreement for the Seller Notes | ||||
Loss Contingencies [Line Items] | ||||
Percentage of shares as guarantee of payment obligations | 25.00% | |||
Taxes, Other-Than-Income Tax | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency, statues of limitations | 10 years | |||
Income Tax Contingencies | ||||
Loss Contingencies [Line Items] | ||||
Contingent liabilities recorded | $ 104,031 | 103,471 | ||
Guarantee Obligations | ||||
Loss Contingencies [Line Items] | ||||
Percent of shares of company acquired in a business combination, used as a guarantee | 49.00% | |||
Other Noncurrent Liabilities [Member] | Taxes, Other-Than-Income Tax | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency, noncurrent | 67,264 | 67,192 | ||
Other Current Liabilities | Taxes, Other-Than-Income Tax | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency, current liability | 1,477 | 1,896 | ||
Pending Litigation | ||||
Loss Contingencies [Line Items] | ||||
Contingent liabilities recorded | 21,000 | 18,000 | ||
Chile | Guarantee of Indebtedness of Others | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency, noncurrent | 27,795 | 20,636 | ||
Guarantee amount, maximum potential amount of payments | $ 497,000 | $ 479,000 | ||
UAM Brazil | ||||
Loss Contingencies [Line Items] | ||||
Noncontrolling interest, noncontrolling owners, ownership percent | 49.00% |
Commitments and Contingencies53
Commitments and Contingencies - Standby Letters of Credit, Surety Bonds and Other Commitments (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Nov. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Letters of credit outstanding, amount | $ 156,600 | $ 154,400 | |
Surety Bond | |||
Debt Instrument [Line Items] | |||
Guarantee amount, maximum potential amount of payments | 11,547 | 12,162 | |
Cash Collateralized Letter Of Credit - Spain Tax Audits | |||
Debt Instrument [Line Items] | |||
Letters of credit outstanding, amount | 35,991 | 34,746 | |
Non-Collateralized Surety Bond - UAM Brazil | Surety Bond | |||
Debt Instrument [Line Items] | |||
Guarantee amount, maximum potential amount of payments | $ 15,300 | ||
Cost of surety bond | $ 1,400 | ||
Guarantor obligation, term | P5Y | ||
Kendall College, St. Augustine, Walden University, and NewSchool of Architecture and Design | |||
Debt Instrument [Line Items] | |||
Letters of credit outstanding, amount | $ 105,600 | $ 105,600 |
Financing Receivables - Schedul
Financing Receivables - Schedule of Financing Receivables (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Receivables [Abstract] | ||||
Financing receivables | $ 30,444 | $ 29,776 | ||
Allowance for doubtful accounts | (8,740) | (9,175) | $ (10,147) | $ (10,576) |
Financing receivables, net of allowances | $ 21,704 | $ 20,601 |
Financing Receivables - Summary
Financing Receivables - Summary of Aging of Financing Receivables (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Amount past due, on non-accrual status | $ 14,585 | $ 14,926 |
Amount not past due | 15,859 | 14,850 |
Total financing receivables | 30,444 | 29,776 |
Chile | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Amount past due, on non-accrual status | 12,024 | 12,610 |
Amount not past due | 13,262 | 11,758 |
Total financing receivables | 25,286 | 24,368 |
Other | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Amount past due, on non-accrual status | 2,561 | 2,316 |
Amount not past due | 2,597 | 3,092 |
Total financing receivables | 5,158 | 5,408 |
Financing Receivables, Less Than One Year Past Due | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Amount past due | 10,103 | 9,545 |
Financing Receivables, Less Than One Year Past Due | Chile | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Amount past due | 9,121 | 8,711 |
Financing Receivables, Less Than One Year Past Due | Other | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Amount past due | 982 | 834 |
Financing Receivables, More Than One Year Past Due | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Amount past due | 4,482 | 5,381 |
Financing Receivables, More Than One Year Past Due | Chile | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Amount past due | 2,903 | 3,899 |
Financing Receivables, More Than One Year Past Due | Other | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Amount past due | $ 1,579 | $ 1,482 |
Financing Receivables - Allowan
Financing Receivables - Allowance For Credit Losses Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||
Beginning balance | $ (9,175) | $ (10,576) |
Charge-offs | 938 | 590 |
Recoveries | (3) | (15) |
Reclassifications | 0 | 65 |
Provision | (415) | 3 |
Currency adjustments | (85) | (214) |
Ending balance | (8,740) | (10,147) |
Chile | ||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||
Beginning balance | (6,209) | (7,240) |
Charge-offs | 911 | 565 |
Recoveries | 0 | 0 |
Reclassifications | 0 | 0 |
Provision | (450) | (241) |
Currency adjustments | (66) | (202) |
Ending balance | (5,814) | (7,118) |
Other | ||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||
Beginning balance | (2,966) | (3,336) |
Charge-offs | 27 | 25 |
Recoveries | (3) | (15) |
Reclassifications | 0 | 65 |
Provision | 35 | 244 |
Currency adjustments | (19) | (12) |
Ending balance | $ (2,926) | $ (3,029) |
Financing Receivables - Summa57
Financing Receivables - Summary of Troubled Debt Restructurings (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017USD ($)loan | Mar. 31, 2016USD ($)loan | |
Receivables [Abstract] | ||
Financing receivable, modifications, number of contracts | loan | 281 | 245 |
Financing receivable, modifications, pre-modification recorded investment | $ 1,169 | $ 1,220 |
Financing receivable, modifications, post-modification recorded investment | $ 1,086 | $ 1,245 |
Financing receivable, modifications, subsequent default, number of contracts | loan | 82 | 138 |
Financing receivable, modifications, subsequent default, recorded investment | $ 327 | $ 414 |
Share-based Compensation - Summ
Share-based Compensation - Summary of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total non-cash stock compensation | $ 22,388 | $ 7,080 |
Deferred compensation arrangement | 0 | 84 |
Total | 22,388 | 7,164 |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total non-cash stock compensation | 19,281 | 5,155 |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total non-cash stock compensation | $ 3,107 | $ 1,925 |
Share-based Compensation - Stoc
Share-based Compensation - Stock Option Grant (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | $ 22,388 | $ 7,080 | |
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | 19,281 | $ 5,155 | |
Chief Executive Officer | Executive Profits Interests | Employee Stock Option | Class B Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted in the period (in shares) | 2,773,000 | ||
Stock compensation expense | $ 14,600 | ||
Chief Executive Officer | Executive Profits Interests | Employee Stock Option | Class B Common Stock | Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price of stock options granted in the period (in dollars per share) | $ 17 | ||
Percent of options subject to exercise price range | 50.00% | ||
Chief Executive Officer | Executive Profits Interests | Employee Stock Option | Class B Common Stock | Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price of stock options granted in the period (in dollars per share) | $ 21.32 | ||
Percent of options subject to exercise price range | 50.00% |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at December 31, 2016 shares outstanding (in shares) | 133,376,000 | |
Balance at December 31, 2016 | $ 664,392 | |
Non-cash stock compensation | 22,388 | |
Reclassification of Common stock into Class B common stock | 0 | |
Issuance of Class A common stock in initial public offering | 456,890 | |
Conversion of Class B shares to Class A shares | 0 | |
Vesting of restricted stock and exercise of stock options, net of shares withheld to satisfy tax withholding | 0 | |
Reclassification to equity upon expiration of put right on share-based awards | 5,500 | |
Dividends to noncontrolling interests | (288) | |
Noncontrolling Interest, Increase from Business Combination | 454 | |
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | (781) | |
Net loss | (120,353) | $ (102,446) |
Foreign currency translation adjustment, net of tax of $0 for both periods | 103,396 | 28,974 |
Unrealized gain on derivative instruments, net of tax of $0 for both periods | 2,592 | $ 1,213 |
Balance at March 31, 2017 | $ 1,357,046 | |
Common Stock | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at December 31, 2016 shares outstanding (in shares) | 133,376,000 | |
Balance at December 31, 2016 | $ 534 | |
Reclassification of Common stock into Class B common stock (in shares) | (133,376,000) | |
Reclassification of Common stock into Class B common stock | $ (534) | |
Balance at March 31, 2017, shares outstanding (in shares) | 0 | |
Balance at March 31, 2017 | $ 0 | |
Additional paid-in capital | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at December 31, 2016 | 2,721,432 | |
Non-cash stock compensation | 22,388 | |
Issuance of Class A common stock in initial public offering | 456,750 | |
Reclassification to equity upon expiration of put right on share-based awards | 5,500 | |
Dividends to noncontrolling interests | (288) | |
Balance at March 31, 2017 | 3,428,638 | |
(Accumulated deficit) retained earnings | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at December 31, 2016 | (1,037,701) | |
Net loss | (122,807) | |
Balance at March 31, 2017 | (1,160,508) | |
Accumulated other comprehensive (loss) income | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at December 31, 2016 | (1,052,055) | |
Foreign currency translation adjustment, net of tax of $0 for both periods | 103,064 | |
Unrealized gain on derivative instruments, net of tax of $0 for both periods | 2,592 | |
Balance at March 31, 2017 | (946,399) | |
Non-controlling interests | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at December 31, 2016 | 32,182 | |
Noncontrolling Interest, Increase from Business Combination | 454 | |
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | (781) | |
Net loss | 2,454 | |
Foreign currency translation adjustment, net of tax of $0 for both periods | 332 | |
Balance at March 31, 2017 | $ 34,641 | |
Class A Common Stock | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at December 31, 2016 shares outstanding (in shares) | ||
Balance at March 31, 2017, shares outstanding (in shares) | 35,204,000 | |
Class A Common Stock | Common Stock | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at December 31, 2016 shares outstanding (in shares) | ||
Balance at December 31, 2016 | ||
Issuance of Class A common stock in initial public offering (in shares) | 35,000,000 | |
Issuance of Class A common stock in initial public offering | $ 140 | |
Conversion of Class B shares to Class A shares (in shares) | 204,000 | |
Conversion of Class B shares to Class A shares | $ 1 | |
Balance at March 31, 2017, shares outstanding (in shares) | 35,204,000 | |
Balance at March 31, 2017 | $ 141 | |
Class B Common Stock | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at December 31, 2016 shares outstanding (in shares) | ||
Balance at March 31, 2017, shares outstanding (in shares) | 133,200,000 | |
Class B Common Stock | Common Stock | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at December 31, 2016 shares outstanding (in shares) | ||
Balance at December 31, 2016 | ||
Reclassification of Common stock into Class B common stock (in shares) | 133,376,000 | |
Reclassification of Common stock into Class B common stock | $ 534 | |
Conversion of Class B shares to Class A shares (in shares) | (204,000) | |
Conversion of Class B shares to Class A shares | $ (1) | |
Vesting of restricted stock and exercise of stock options, net of shares withheld to satisfy tax withholding (in shares) | 28,000 | |
Balance at March 31, 2017, shares outstanding (in shares) | 133,200,000 | |
Balance at March 31, 2017 | $ 533 | |
Puttable Arrangements - Common and Preferred Stock | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Adjustments to additional paid in capital, increase in carrying amount of redeemable preferred stock | 322 | |
Puttable Arrangements - Common and Preferred Stock | Additional paid-in capital | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Adjustments to additional paid in capital, increase in carrying amount of redeemable preferred stock | 322 | |
Series A Convertible Redeemable Preferred Stock | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Adjustments to additional paid in capital, increase in carrying amount of redeemable preferred stock | (39,260) | |
Series A Convertible Redeemable Preferred Stock | Additional paid-in capital | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Adjustments to additional paid in capital, increase in carrying amount of redeemable preferred stock | (39,260) | |
Series A Redeemable Convertible Preferred Stock - Beneficial Conversion Feature | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Adjustments to additional paid in capital, increase in carrying amount of redeemable preferred stock | 261,794 | |
Series A Redeemable Convertible Preferred Stock - Beneficial Conversion Feature | Additional paid-in capital | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Adjustments to additional paid in capital, increase in carrying amount of redeemable preferred stock | $ 261,794 |
Stockholders' Equity - Accumula
Stockholders' Equity - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss) | $ 1,357,046 | $ 664,392 |
Accumulated Foreign Currency Adjustment Attributable to Parent | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss) | (941,158) | (1,044,222) |
Accumulated Foreign Currency Adjustment Attributable to Noncontrolling Interest | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss) | (1,972) | (2,304) |
Accumulated Foreign Currency Adjustment Including Portion Attributable to Noncontrolling Interest | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss) | (943,130) | (1,046,526) |
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss) | (2,626) | (5,218) |
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Noncontrolling Interest | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss) | 0 | 0 |
Accumulated Net Gain (Loss) from Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss) | (2,626) | (5,218) |
Accumulated Defined Benefit Plans Adjustment Attributable to Parent | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss) | (2,615) | (2,615) |
Accumulated Defined Benefit Plans Adjustment Attributable to Noncontrolling Interest | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss) | 0 | 0 |
Accumulated Defined Benefit Plans Adjustment Including Portion Attributable to Noncontrolling Interest | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss) | (2,615) | (2,615) |
Accumulated other comprehensive (loss) income | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss) | (946,399) | (1,052,055) |
AOCI Attributable to Noncontrolling Interest | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss) | (1,972) | (2,304) |
Accumulated other comprehensive (loss) income | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss) | $ (948,371) | $ (1,054,359) |
Derivative Instruments - Summar
Derivative Instruments - Summary of Fair Value of Derivative Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Derivative Liability [Abstract] | ||
Total derivative instrument liabilities | $ 10,423 | $ 12,968 |
Derivative Asset [Abstract] | ||
Derivative instruments | 21,069 | 4,464 |
Total derivative instrument assets | 21,069 | 4,464 |
Interest rate swaps | Derivatives designated as hedging instruments: | ||
Derivative Liability [Abstract] | ||
Derivative liability, current | 2,626 | 5,218 |
Interest rate swaps | Derivatives not designated as hedging instruments: | ||
Derivative Liability [Abstract] | ||
Derivative liability, noncurrent | 324 | 330 |
Cross currency and interest rate swaps | Derivatives not designated as hedging instruments: | ||
Derivative Liability [Abstract] | ||
Derivative liability, noncurrent | 7,473 | 7,420 |
Contingent redemption features - Series A Preferred Stock | Derivatives not designated as hedging instruments: | ||
Derivative Asset [Abstract] | ||
Derivative instruments | $ 21,069 | $ 4,464 |
Derivative Instruments - Deriva
Derivative Instruments - Derivatives Designated as Hedging Instruments Narrative (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2011USD ($)derivative_instrument | |
Derivatives, Fair Value [Line Items] | ||||
Gain or (loss) recognized in income, on the ineffective portion of derivative instruments | $ 0 | $ 0 | ||
Cash flow hedge gain (loss) to be reclassified within twelve months | 2,600 | |||
Interest rate swaps | Derivatives designated as hedging instruments: | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative liability, current | $ 2,626 | $ 5,218 | ||
Cash Flow Hedging | Interest rate swaps | Derivatives designated as hedging instruments: | ||||
Derivatives, Fair Value [Line Items] | ||||
Number of interest rate derivatives held | derivative_instrument | 2 | |||
Derivative, floor interest rate | 1.25% | |||
Cash Flow Hedging | Fixed Rate 2.61% Interest Rate Swap | Derivatives designated as hedging instruments: | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative, notional amount | $ 450,000 | |||
Derivative, fixed interest rate | 2.61% | |||
Cash Flow Hedging | Fixed Interest 2.71% Interest Rate Swap | Derivatives designated as hedging instruments: | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative, notional amount | $ 300,000 | |||
Derivative, fixed interest rate | 2.71% |
Derivative Instruments - Summ64
Derivative Instruments - Summary of Unrealized Gain (Loss) Recorded In and Reclassified From Accumulated Other Comprehensive Income (Details) - Interest rate swaps - Derivatives designated as hedging instruments: - Cash Flow Hedging - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain Recognized in Comprehensive Loss (Effective Portion) | $ 2,592 | $ 1,213 |
Interest expense | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Loss Reclassified from AOCI to Loss (Effective Portion) | $ (2,687) | $ (2,658) |
Derivative Instruments - Deri65
Derivative Instruments - Derivatives Not Designated as Hedging Instruments (Details) AUD in Thousands, $ in Thousands | Dec. 20, 2013AUDloan | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jan. 31, 2014AUD | Dec. 31, 2010USD ($)derivative_instrument |
Derivative [Line Items] | |||||
Fair value of derivative assets | $ 21,069 | $ 4,464 | |||
Lines of credit | Term Loan Two | Syndicated Facility Agreement | |||||
Derivative [Line Items] | |||||
Borrowing under credit facility | AUD | AUD 22,500 | ||||
THINK | Lines of credit | Term Loan | Syndicated Facility Agreement | |||||
Derivative [Line Items] | |||||
Borrowing under credit facility | AUD 45,000 | 34,398 | |||
Number of term loans | loan | 2 | ||||
Days to enter into interest rate swap (within) | 45 days | ||||
Required percentage of term loan to be converted to fixed interest rate (at least) | 50.00% | ||||
THINK | Lines of credit | Term Loan One | Syndicated Facility Agreement | |||||
Derivative [Line Items] | |||||
Borrowing under credit facility | AUD | AUD 22,500 | ||||
Derivatives not designated as hedging instruments: | Contingent redemption features - Series A Preferred Stock | |||||
Derivative [Line Items] | |||||
Fair value of derivative assets | 21,069 | 4,464 | |||
Included in issuance of Series A convertible redeemable Preferred Stock | 4,382 | ||||
Unrealized gain on derivatives | 12,223 | ||||
Derivatives not designated as hedging instruments: | Cross currency and interest rate swaps | |||||
Derivative [Line Items] | |||||
Derivative liability, noncurrent | 7,473 | 7,420 | |||
Derivatives not designated as hedging instruments: | Interest rate swaps | |||||
Derivative [Line Items] | |||||
Derivative liability, noncurrent | 324 | 330 | |||
Derivatives not designated as hedging instruments: | Interest rate swaps | THINK | |||||
Derivative [Line Items] | |||||
Derivative, notional amount | AUD | AUD 22,500 | ||||
Derivative liability, noncurrent | 324 | 330 | |||
Variable interest converted | 17,199 | AUD 22,500 | |||
Derivative, fixed interest rate | 3.86% | ||||
Chile | Derivatives not designated as hedging instruments: | Cross currency and interest rate swaps | |||||
Derivative [Line Items] | |||||
Derivative, notional amount | $ 31,000 | ||||
Derivative, number of instruments held | derivative_instrument | 4 | ||||
Derivative liability, noncurrent | $ 7,473 | $ 7,420 | |||
Chile | Derivatives not designated as hedging instruments: | Cross Currency Interest Rate Contract, Maturing December 1, 2024 | |||||
Derivative [Line Items] | |||||
Derivative, number of instruments held | derivative_instrument | 1 | ||||
Chile | Derivatives not designated as hedging instruments: | Cross Currency Interest Rate Contract, Maturing July 1, 2025 | |||||
Derivative [Line Items] | |||||
Derivative, number of instruments held | derivative_instrument | 3 |
Derivative Instruments - Realiz
Derivative Instruments - Realized and Unrealized Gain (Loss) on Derivatives Not Designated as Hedging Instruments (Details) - Derivatives not designated as hedging instruments: - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Derivative [Line Items] | ||
Unrealized Gain (Loss) | $ 12,267 | $ (9,999) |
Realized Loss | (120) | (751) |
Total Gain (Loss) | 12,147 | (10,750) |
Contingent redemption features - Series A Preferred Stock | ||
Derivative [Line Items] | ||
Unrealized Gain (Loss) | 12,223 | 0 |
Total Gain (Loss) | 12,223 | 0 |
Cross currency and interest rate swaps | ||
Derivative [Line Items] | ||
Unrealized Gain (Loss) | 18 | (9,998) |
Realized Loss | (120) | (703) |
Total Gain (Loss) | (102) | (10,701) |
Interest rate swaps | ||
Derivative [Line Items] | ||
Unrealized Gain (Loss) | 26 | (1) |
Realized Loss | 0 | (48) |
Total Gain (Loss) | $ 26 | $ (49) |
Derivative Instruments - Credit
Derivative Instruments - Credit Risk and Credit-Risk-Related Contingent Feature (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liability | $ 10,423 | $ 12,968 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit | $ 27,094 | $ (9,958) |
Recorded discrete tax benefits | $ 30,000 |
Earnings (Loss) Per Share - Sum
Earnings (Loss) Per Share - Summary of Earnings (Loss) Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Numerator used in basic and diluted earnings (loss) per common share: | ||
Loss from continuing operations attributable to Laureate Education, Inc. | $ (122,807) | $ (103,167) |
Adjusted for: accretion related to noncontrolling interests and equity redeemable at fair value | (5,438) | 151 |
Subtotal: accretion of Series A convertible redeemable preferred stock and other redeemable noncontrolling interests and equity | (38,876) | 1,514 |
Net loss available to common stockholders | $ (161,683) | $ (101,653) |
Denominator used in basic and diluted earnings (loss) per common share: | ||
Basic weighted average shares outstanding (in shares) | 154,301 | 133,278 |
Diluted weighted average shares outstanding (in shares) | 154,301 | 133,278 |
Basic and diluted loss per share (in dollars per share) | $ (1.05) | $ (0.76) |
Puttable Arrangements - Common and Preferred Stock | ||
Numerator used in basic and diluted earnings (loss) per common share: | ||
Accretion of temporary equity | $ 5,822 | $ 1,363 |
Series A Convertible Redeemable Preferred Stock | ||
Numerator used in basic and diluted earnings (loss) per common share: | ||
Accretion of temporary equity | $ (39,260) | $ 0 |
Earnings (Loss) Per Share - Ant
Earnings (Loss) Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 12,296,000 | 10,630,000 |
Restricted Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 499,000 | 269,000 |
Related Party Transactions (Det
Related Party Transactions (Details) MAD in Thousands | 1 Months Ended | 3 Months Ended | |||||
Dec. 31, 2013USD ($) | Mar. 31, 2017USD ($)loan | Mar. 31, 2016USD ($) | Jan. 19, 2017USD ($) | Jan. 19, 2017MAD | Dec. 31, 2016USD ($) | Dec. 31, 2014USD ($) | |
Related Party Transaction [Line Items] | |||||||
Noncontrolling interest holder's loan to subsidiaries | $ 943,000 | $ 0 | |||||
Laureate Somed Education Holdings SA | |||||||
Related Party Transaction [Line Items] | |||||||
Noncontrolling interest, ownership percentage by parent | 60.00% | ||||||
Noncontrolling interest, noncontrolling owners, ownership percent | 40.00% | ||||||
Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Noncontrolling interest holder's loan to subsidiaries | 943,000 | ||||||
Affiliated Entity | Transaction Between Laureate And Sylvan Laureate Foundation | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, amounts of transaction | 2,000,000 | ||||||
Affiliated Entity | Transaction between Laureate and an affiliate of one of the Wengen investors | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, amounts of transaction | $ 1,500,000 | ||||||
Affiliated Entity | Transactions between Laureate and Noncontrolling Interest Holder of Monash South Africa (MSA) | |||||||
Related Party Transaction [Line Items] | |||||||
Related party loan, interest rate | 10.50% | ||||||
Board of Directors | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, amounts of transaction | $ 370,000 | ||||||
Former Executive Officer | Related Party Notes Payable | |||||||
Related Party Transaction [Line Items] | |||||||
Note payable to a former executive | 4,280,000 | ||||||
Note payable to related party | $ 3,771,000 | ||||||
Minority Shareholder | Transactions between Laureate and Noncontrolling Interest Holder of Laureate Somed Education Holding SA | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related party | $ 8,225,000 | $ 3,202,000 | MAD 31,930 | $ 7,936,000 | |||
Number of loans made by noncontrolling interest holders | loan | 3 | ||||||
Related party loan, interest rate | 4.50% | ||||||
Due to related parties, current | $ 5,030,000 | ||||||
Due to related parties, noncurrent | 3,195,000 | ||||||
Minority Shareholder | Transactions between China businesses and Noncontrolling Interest Holders of Hunan International Economics University | Hunan International Economics University | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, amounts of transaction | $ 2,000,000 | ||||||
Noncontrolling equity interest pledged in agreement | 30.00% | ||||||
Encumbered real property, carrying value | $ 12,000,000 | $ 12,000,000 |
Legal and Regulatory Matters -
Legal and Regulatory Matters - Turkish Regulation and Internal Investigation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Loss Contingencies [Line Items] | |||
Assets | $ 7,910,591 | $ 7,062,470 | |
Liabilities | 6,364,401 | 6,041,245 | |
Revenues | 855,933 | $ 906,534 | |
Operating loss | (62,866) | $ (11,157) | |
Variable Interest Entity, Primary Beneficiary | |||
Loss Contingencies [Line Items] | |||
Assets | 1,433,048 | 1,309,113 | |
Liabilities | 550,340 | 424,297 | |
Variable Interest Entity, Primary Beneficiary | Istanbul Bilgi University | |||
Loss Contingencies [Line Items] | |||
Required reimbursement, other activities | 8,000 | ||
Assets | 95,000 | 83,000 | |
Liabilities | 71,000 | 63,000 | |
Revenues | 106,000 | ||
Operating loss | 26,000 | ||
Depreciation and amortization | 6,000 | ||
Variable Interest Entity, Primary Beneficiary | Istanbul Bilgi University | Consolidation Eliminations | |||
Loss Contingencies [Line Items] | |||
Due to related party | $ 23,000 | 19,000 | |
Variable Interest Entity, Primary Beneficiary | Management, Operational And Student Services, And Intellectual Property | Subsidiary of Common Parent | Istanbul Bilgi University | |||
Loss Contingencies [Line Items] | |||
Required reimbursement from related party | $ 29,000 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | $ 21,069,000 | $ 4,464,000 |
Derivative liability | 10,423,000 | 12,968,000 |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 21,069,000 | 4,464,000 |
Derivative liability | 10,423,000 | 12,968,000 |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Derivative liability | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Derivative liability | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 21,069,000 | 4,464,000 |
Derivative liability | $ 10,423,000 | $ 12,968,000 |
Fair Value Measurement - Change
Fair Value Measurement - Change in Level 3 Assets and Liabilities Measured on a Recurring Basis (Details) - Fair Value, Measurements, Recurring - Level 3 $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Balance December 31, 2016 | $ (8,504) |
Gain (loss) included in earnings: | |
Unrealized gains, net | 12,267 |
Realized losses, net | (120) |
Included in other comprehensive income | 2,592 |
Included in issuance of Series A convertible redeemable Preferred Stock | 4,382 |
Settlements | 120 |
Currency translation adjustment | (91) |
Balance March 31, 2017 | $ 10,646 |
Fair Value Measurement - Quanti
Fair Value Measurement - Quantitative Information Related to Significant Unobservable Inputs Utilized to Calculate Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Derivative asset | $ 21,069 | $ 4,464 |
Derivative liability | $ 10,423 | $ 12,968 |
Level 3 | Derivative Financial Instruments, Liabilities | Discounted Cash Flow | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Own Credit Risk | 3.85% | |
Level 3 | Derivative Financial Instruments, Assets | Monte Carlo Simulation Method | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Own Credit Risk | 3.85% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | May 31, 2017 | Apr. 26, 2017 | Apr. 21, 2017 | Apr. 01, 2017 | Mar. 01, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | Apr. 28, 2017 |
Senior Notes Due 2019 | Senior Notes | ||||||||
Subsequent Event [Line Items] | ||||||||
Repurchase price, percent | 104.625% | |||||||
Senior Notes Due 2019 | Senior Notes | Scenario, Forecast | ||||||||
Subsequent Event [Line Items] | ||||||||
Amount of debt to be exchanged | $ 250,000,000 | |||||||
Principal amount redeemed | $ 1,205,604,000 | |||||||
Subsequent Event | The Senior Notes due 2025 | Senior Notes | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument, face amount | $ 800,000,000 | |||||||
Subsequent Event | The Senior Notes due 2025 | Senior Notes | Debt Instrument, Redemption, Period One | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest rate | 8.25% | |||||||
Repurchase price, percent | 106.188% | |||||||
Subsequent Event | The Senior Notes due 2025 | Senior Notes | Debt Instrument, Redemption, Period Two | ||||||||
Subsequent Event [Line Items] | ||||||||
Repurchase price, percent | 100.00% | |||||||
Subsequent Event | The Senior Notes due 2025 | Senior Notes | Debt Instrument, Redemption, Period Three | ||||||||
Subsequent Event [Line Items] | ||||||||
Repurchase price, percent | 108.25% | |||||||
Percentage of principal amount redeemed | 40.00% | |||||||
Subsequent Event | The Senior Notes due 2025 | Senior Notes | Debt Instrument, Redemption, Period Four | ||||||||
Subsequent Event [Line Items] | ||||||||
Repurchase price, percent | 100.00% | |||||||
Subsequent Event | New Credit Agreement | Lines of credit | Revolving Credit Facility | ||||||||
Subsequent Event [Line Items] | ||||||||
Maximum borrowing capacity under credit facility | $ 385,000,000 | |||||||
Subsequent Event | New Credit Facilities | Lines of credit | Term Loan | ||||||||
Subsequent Event [Line Items] | ||||||||
Maximum borrowing capacity under credit facility | $ 1,600,000,000 | |||||||
Subsequent Event | Senior Notes Due 2019 | Senior Notes | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt outstanding | $ 1,125,443,000 | |||||||
Interest rate | 9.25% | |||||||
Subsequent Event | Exchanged Notes | Convertible Debt | ||||||||
Subsequent Event [Line Items] | ||||||||
Amount of debt to be exchanged | $ 250,000,000 | |||||||
Subsidiary of Common Parent | Variable Interest Entity, Primary Beneficiary | Istanbul Bilgi University | Management, Operational And Student Services, And Intellectual Property | ||||||||
Subsequent Event [Line Items] | ||||||||
Required reimbursement from related party | $ 29,000,000 |