Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2017shares | |
Document Information [Line Items] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2017 |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | Q3 |
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 | 54,749,449 |
Class B Common Stock | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 132,574,979 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenues | $ 983,394 | $ 929,855 | $ 3,116,766 | $ 3,068,299 |
Costs and expenses: | ||||
Direct costs | 924,091 | 864,203 | 2,719,569 | 2,697,820 |
General and administrative expenses | 64,999 | 53,150 | 221,909 | 158,566 |
Operating (loss) income | (5,696) | 12,502 | 175,288 | 211,913 |
Interest income | 5,840 | 3,437 | 14,994 | 13,305 |
Interest expense | (76,454) | (104,781) | (278,049) | (314,383) |
Loss on debt extinguishment | 0 | (15,682) | (8,425) | (17,363) |
Gain (loss) on derivatives | (19,930) | 516 | 19,187 | (8,235) |
Other expense, net | (718) | 353 | (667) | (964) |
Foreign currency exchange (loss) gain, net | 7,327 | 26,329 | (109) | 80,263 |
Gain (loss) on sales of subsidiaries, net | 0 | 155,151 | (172) | 398,412 |
(Loss) income from continuing operations before income taxes and equity in net income of affiliates | (89,631) | 77,825 | (77,953) | 362,948 |
Income tax (expense) benefit | (13,859) | 3,105 | (28,793) | (35,246) |
Equity in net income of affiliates, net of tax | 1 | 20 | ||
Net (loss) income | (103,490) | 80,930 | (106,745) | 327,722 |
Net loss attributable to noncontrolling interests | 5,531 | 5,387 | 2,365 | 2,817 |
Net (loss) income attributable to Laureate Education, Inc. | (97,959) | 86,317 | (104,380) | 330,539 |
Accretion of Series A convertible redeemable preferred stock and other redeemable noncontrolling interests and equity | (84,060) | 2,160 | (192,141) | 3,233 |
Net (loss) income available to common stockholders | $ (182,019) | $ 88,477 | $ (296,521) | $ 333,772 |
Basic and diluted (loss) earnings per share: | ||||
Basic earnings (loss) per share (in dollars per share) | $ (1.02) | $ 0.66 | $ (1.77) | $ 2.50 |
Diluted earnings (loss) per share (in dollars per share) | $ (1.02) | $ 0.66 | $ (1.77) | $ 2.49 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (103,490) | $ 80,930 | $ (106,745) | $ 327,722 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment, net of tax of $0 for all periods | 64,742 | (15,893) | 196,593 | (45,005) |
Unrealized gain on derivative instruments, net of tax of $0 for all periods | 525 | 2,386 | 6,625 | 5,509 |
Minimum pension liability adjustment, net of tax of $0 for three month ended September 30, 2017 and 2016 and $0 and $1,900 for nine months ended September 30, 2017 and 2016, respectively | 0 | 63 | 0 | 8,948 |
Total other comprehensive income (loss) | 65,267 | (13,444) | 203,218 | (30,548) |
Comprehensive (loss) income | (38,223) | 67,486 | 96,473 | 297,174 |
Net comprehensive loss attributable to noncontrolling interests | 4,065 | 4,506 | 10 | 1,817 |
Comprehensive (loss) income attributable to Laureate Education, Inc. | $ (34,158) | $ 71,992 | $ 96,483 | $ 298,991 |
Consolidated Statements of Com4
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustment, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Unrealized gain on derivative instruments, tax | 0 | 0 | 0 | 0 |
Minimum pension liability adjustment, tax | $ 0 | $ 0 | $ 0 | $ 1,900 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents (includes VIE amounts of $265,494 and $169,074, see Note 2) | $ 504,962 | $ 464,965 |
Restricted cash and investments | 199,300 | 189,319 |
Receivables: | ||
Accounts and notes receivable | 771,597 | 494,646 |
Other receivables | 22,446 | 23,758 |
Related party receivables | 4,863 | 6,931 |
Allowance for doubtful accounts | (199,759) | (190,499) |
Receivables, net | 599,147 | 334,836 |
Income tax receivable | 59,866 | 29,447 |
Prepaid expenses and other current assets | 104,376 | 97,234 |
Current assets held for sale | 92,248 | 0 |
Total current assets (includes VIE amounts of $549,721 and $322,210, see Note 2) | 1,559,899 | 1,115,801 |
Notes receivable, net | 12,713 | 61,157 |
Property and equipment: | ||
Land | 376,000 | 396,821 |
Buildings | 1,162,800 | 1,219,783 |
Furniture, equipment and software | 1,206,392 | 1,160,350 |
Leasehold improvements | 440,134 | 399,555 |
Construction in-progress | 72,526 | 103,205 |
Accumulated depreciation and amortization | (1,227,618) | (1,128,081) |
Property and equipment, net | 2,030,234 | 2,151,633 |
Land use rights, net | 44,470 | 45,275 |
Goodwill | 2,028,286 | 1,934,464 |
Other intangible assets: | ||
Tradenames | 1,330,302 | 1,307,633 |
Other intangible assets, net | 43,206 | 46,700 |
Deferred costs, net | 62,043 | 57,748 |
Deferred income taxes | 152,241 | 142,130 |
Derivative instruments | 29,721 | 4,464 |
Other assets | 209,648 | 195,465 |
Long-term assets held for sale | 279,801 | 0 |
Total assets (includes VIE amounts of $1,558,050 and $1,309,113, see Note 2) | 7,782,564 | 7,062,470 |
Current liabilities: | ||
Accounts payable | 88,122 | 86,699 |
Accrued expenses | 367,560 | 368,973 |
Accrued compensation and benefits | 244,440 | 239,495 |
Deferred revenue and student deposits | 729,855 | 362,891 |
Current portion of long-term debt | 185,848 | 178,989 |
Current portion of due to shareholders of acquired companies | 28,881 | 118,679 |
Income taxes payable | 31,074 | 30,371 |
Derivative instruments | 0 | 5,218 |
Other current liabilities | 60,919 | 48,917 |
Current liabilities held for sale | 158,280 | 0 |
Total current liabilities (includes VIE amounts of $504,325 and $320,922, see Note 2) | 1,894,979 | 1,440,232 |
Long-term debt, less current portion | 3,024,560 | 3,629,375 |
Due to shareholders of acquired companies, less current portion | 52,294 | 92,269 |
Deferred compensation | 13,032 | 14,128 |
Income taxes payable | 120,029 | 135,140 |
Deferred income taxes | 450,718 | 452,084 |
Derivative instruments | 8,094 | 7,750 |
Other long-term liabilities | 246,522 | 270,267 |
Long-term liabilities held for sale | 73,199 | 0 |
Total liabilities (includes VIE amounts of $606,896 and $424,297, see Note 2) | 5,883,427 | 6,041,245 |
Stockholders' equity: | ||
Preferred stock, par value $0.001 per share – 49,488 shares authorized, no shares issued and outstanding as of September 30, 2017 and December 31, 2016 | 0 | 0 |
Common stock | 534 | |
Additional paid-in capital | 3,545,365 | 2,721,432 |
Accumulated deficit | (1,142,081) | (1,037,701) |
Accumulated other comprehensive loss | (852,356) | (1,052,055) |
Total Laureate Education, Inc. stockholders' equity | 1,551,678 | 632,210 |
Noncontrolling interests | 30,551 | 32,182 |
Total stockholders' equity | 1,582,229 | 664,392 |
Total liabilities and stockholders' equity | 7,782,564 | 7,062,470 |
Series A Convertible Redeemable Preferred Stock | ||
Current liabilities: | ||
Total redeemable noncontrolling interests and equity | 302,693 | 332,957 |
Puttable Arrangements - Common and Preferred Stock | ||
Current liabilities: | ||
Total redeemable noncontrolling interests and equity | 14,215 | $ 23,876 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock | 219 | |
Class B Common Stock | ||
Stockholders' equity: | ||
Common stock | $ 531 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Cash and cash equivalents | $ 504,962 | $ 464,965 |
Current assets | 1,559,899 | 1,115,801 |
Assets | 7,782,564 | 7,062,470 |
Current liabilities | 1,894,979 | 1,440,232 |
Liabilities | $ 5,883,427 | $ 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 | $ 0.004 |
Common stock, shares authorized (in shares) | 0 | 175,000,000 |
Common stock, shares issued (in shares) | 0 | 133,376,000 |
Common stock, shares outstanding (in shares) | 0 | 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) | 54,720,000 | |
Common stock, shares outstanding (in shares) | 54,720,000 | |
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) | 132,616,000 | |
Common stock, shares outstanding (in shares) | 132,616,000 | |
Variable Interest Entity, Primary Beneficiary | ||
Cash and cash equivalents | $ 265,494 | $ 169,074 |
Current assets | 549,721 | 322,210 |
Assets | 1,558,050 | 1,309,113 |
Current liabilities | 504,325 | 320,922 |
Liabilities | $ 606,896 | $ 424,297 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities | ||
Net income (loss) | $ (106,745) | $ 327,722 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 199,394 | 202,735 |
Loss (gain) on sale of subsidiary and disposal of property and equipment | 3,050 | (398,499) |
(Gain) loss on derivative instruments | (19,621) | 7,211 |
Loss on debt extinguishment | 8,425 | 17,363 |
Payment of redemption and call premiums and fees on debt modification | (65,225) | 0 |
Non-cash interest expense | 29,809 | 36,892 |
Interest paid on deferred purchase price for acquisitions | (39,419) | 0 |
Non-cash share-based compensation expense | 43,969 | 28,939 |
Bad debt expense | 88,677 | 76,141 |
Deferred income taxes | (21,787) | (12,309) |
Unrealized foreign currency exchange loss (gain) | 4,852 | (73,641) |
Non-cash loss from non-income tax contingencies | 4,032 | 6,016 |
Other, net | 1,637 | 1,574 |
Changes in operating assets and liabilities: | ||
Restricted cash | (1,743) | (6,826) |
Receivables | (344,661) | (350,078) |
Prepaid expenses and other assets | (69,843) | (28,236) |
Accounts payable and accrued expenses | 14,624 | (10,655) |
Income tax receivable/payable, net | (19,815) | (23,550) |
Deferred revenue and other liabilities | 435,173 | 395,171 |
Net cash provided by operating activities | 144,783 | 195,970 |
Cash flows from investing activities | ||
Purchase of property and equipment | (134,629) | (132,904) |
Expenditures for deferred costs | (12,712) | (13,996) |
Receipts from sale of subsidiary and property and equipment | 1,180 | 553,860 |
Property insurance recoveries | 370 | 1,431 |
Settlement of derivatives related to sale of subsidiaries | 0 | (5,663) |
Business acquisitions, net of cash acquired | (835) | 0 |
Payments from related parties | 349 | 1,634 |
Change in restricted cash and investments | (3,921) | (12,032) |
Net cash (used in) provided by investing activities | (150,198) | 392,330 |
Cash flows from financing activities | ||
Proceeds from issuance of long-term debt, net of original issue discount | 2,349,673 | 513,014 |
Payments on long-term debt | (2,695,511) | (1,037,591) |
Payments of deferred purchase price for acquisitions | (93,813) | (9,574) |
Payments to purchase noncontrolling interests | 0 | (25,665) |
Proceeds from issuance of convertible redeemable preferred stock, net of issuance costs | 55,290 | 0 |
Payment of dividends on Series A Preferred Stock and to noncontrolling interests | (5,252) | (550) |
Proceeds from initial public offering, net of issuance costs | 456,359 | 0 |
Proceeds from exercise of stock options | 0 | 252 |
Withholding of shares to satisfy tax withholding for vested stock awards and exercised stock options | (1,725) | (1,346) |
Payments of debt issuance costs | (11,298) | (10,593) |
Noncontrolling interest holder's loan to subsidiaries | 943 | 816 |
Distributions to noncontrolling interest holders | (847) | (1,447) |
Net cash provided by (used in) financing activities | 53,819 | (572,684) |
Effects of exchange rate changes on cash | 26,127 | 7,182 |
Change in cash included in current assets held for sale | (34,534) | 0 |
Net change in cash and cash equivalents | 39,997 | 22,798 |
Cash and cash equivalents at beginning of period | 464,965 | 458,673 |
Cash and cash equivalents at end of period | $ 504,962 | $ 481,471 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 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, as of February 1, 2017, the Company's shares became listed 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 $456,359 . On January 31, 2017, in connection with our IPO, our Amended and Restated Certificate of Incorporation was accepted for filing by the Secretary of State of the State of Delaware, 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. As previously disclosed in our Quarterly Report on Form 10-Q for the period ended June 30, 2017, and as further discussed in Note 6 , Business and Geographic Segment Information , effective August 1, 2017, we changed our operating segments in order to realign our segments according to how our chief operating decision maker now allocates resources and assesses performance. The segment changes resulted in Laureate increasing its number of operating segments from three to six , and is consistent with our goal of flattening our organizational structure to improve decision speed and operating effectiveness. The change includes the creation of three operating segments (Brazil, Mexico and Andean & Iberian) from the previous Latin America (LatAm) segment. Our institutions in Spain and Portugal (Iberian) have moved from the Europe, Middle East, Africa and Asia Pacific (EMEAA) segment and combined with our institutions in Chile and Peru to form the Andean & Iberian segment. In addition, our institutions in Central America, which were previously part of the LatAm segment, have combined with our campus-based institutions in the United States, which were previously part of the GPS segment, to form the Central America and U.S. Campuses segment. The Online & Partnerships segment consists of the online institutions that were previously part of the GPS segment. In summary, our six operating segments are as follows: • Brazil; • Mexico; • Andean & Iberian; • Central America & U.S. Campuses; • EMEAA; and • Online & Partnerships. This change has been reflected in the quarterly segment information beginning in the third 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 change. 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 | 9 Months Ended |
Sep. 30, 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 therefore 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. Under ASC 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." The VIEs in Brazil and Mexico include several not-for-profit foundations that have insignificant revenues and operating expenses. Selected Consolidated Statements of Operations information for these VIEs was as follows: For the three months ended September 30, For the nine months ended September 30, 2017 2016 2017 2016 Selected Statements of Operations information: Revenues, by segment: Brazil $ 11 $ — $ 57 $ — Mexico — — — — Andean & Iberian 114,494 116,839 300,385 257,327 Central America & U.S. Campuses 16,350 15,113 47,362 44,088 EMEAA 42,662 41,919 176,177 187,454 Revenues 173,517 173,871 523,981 488,869 Depreciation and amortization 12,697 13,422 38,171 39,190 Operating (loss) income, by segment: Brazil (23 ) (17 ) (30 ) (60 ) Mexico (163 ) (105 ) (516 ) (492 ) Andean & Iberian 6,584 12,365 (3,567 ) (29,625 ) Central America & U.S. Campuses 910 406 1,873 212 EMEAA (11,510 ) (14,606 ) 8,377 5,075 Operating (loss) income (4,202 ) (1,957 ) 6,137 (24,890 ) Net income (loss) 378 1,563 23,418 (18,517 ) Net income (loss) attributable to Laureate Education, Inc. 1,265 2,707 22,284 (18,474 ) The following table reconciles the Net (loss) income 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 September 30, For the nine months ended September 30, 2017 2016 2017 2016 Net (loss) income attributable to Laureate Education, Inc.: Variable interest entities $ 1,265 $ 2,707 $ 22,284 $ (18,474 ) Other operations 49,968 61,132 264,644 387,008 Corporate and eliminations (149,192 ) 22,478 (391,308 ) (37,995 ) Net (loss) income attributable to Laureate Education, Inc. $ (97,959 ) $ 86,317 $ (104,380 ) $ 330,539 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: September 30, 2017 December 31, 2016 VIE Consolidated VIE Consolidated Balance Sheets data: Cash and cash equivalents $ 265,494 $ 504,962 $ 169,074 $ 464,965 Current assets held for sale 2,723 92,248 — — Other current assets 281,504 962,689 153,136 650,836 Total current assets 549,721 1,559,899 322,210 1,115,801 Goodwill 193,669 2,028,286 181,669 1,934,464 Tradenames 109,394 1,330,302 104,117 1,307,633 Other intangible assets, net — 43,206 — 46,700 Long-term assets held for sale 28,306 279,801 — — Other long-term assets 676,960 2,541,070 701,117 2,657,872 Total assets 1,558,050 7,782,564 1,309,113 7,062,470 Current liabilities held for sale 6,855 158,280 — — Current liabilities 497,470 1,736,699 320,922 1,440,232 Long-term liabilities held for sale 11,239 73,199 — — Long-term debt and other long-term liabilities 91,332 3,915,249 103,375 4,601,013 Total liabilities 606,896 5,883,427 424,297 6,041,245 Total stockholders' equity 951,154 1,582,229 884,816 664,392 Total stockholders' equity attributable to Laureate Education, Inc. 932,384 1,551,678 866,997 632,210 The amounts classified as held-for-sale assets and liabilities at September 30, 2017 in the table above relate to VIEs that are included in our EMEAA segment and are subject to finalization. Refer to Note 4 , Assets Held for Sale , for further discussion. Recently Issued Accounting Standards Not Yet Adopted Accounting Standards Update (ASU) No. 2017-12(ASU 2017-12), Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities On August 28, 2017, the Financial Accounting Standards Board (FASB) issued ASU 2017-12, which contains significant amendments to the hedge accounting model. The new guidance is intended to simplify the application of hedge accounting and should allow for more hedging strategies to qualify for hedge accounting. ASU 2017-12 also amends the presentation and disclosure requirements and changes how companies assess effectiveness. Public business entities like Laureate will have until the end of the first quarter in which a hedge is designated to perform an initial assessment of a hedge’s effectiveness. After initial qualification, the new guidance permits a qualitative effectiveness assessment for certain hedges instead of a quantitative test, such as a regression analysis, if the company can reasonably support an expectation of high effectiveness throughout the term of the hedge. An initial quantitative test to establish that the hedge relationship is highly effective is still required. The effective date of this ASU for Laureate is January 1, 2019. Early adoption is permitted in any interim period or fiscal year before the effective date. However, if the guidance is early adopted in an interim period, any adjustments would be reflected as of the beginning of the fiscal year that includes that interim period. Laureate is evaluating whether to early adopt this ASU as of January 1, 2018. ASU No. 2017-04 (ASU 2017-04), Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In January 2017, the 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 still evaluating the impact of ASU 2017-04 on our Consolidated Financial Statements and whether we will early adopt this ASU for goodwill impairment tests performed on testing dates after January 1, 2018. 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 and uneven rent payments. 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 have completed our diagnostic assessment and have established a cross-functional implementation team which is in the process of identifying changes to our accounting policies, business processes, systems and internal controls in preparation for the implementation. We 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. We do not currently plan to early adopt this ASU. 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 ASC 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 have completed our diagnostic assessment and are finalizing policies and processes relating to this ASU, which we plan to adopt 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 and quantifying the potential impact of other aspects of the standard, including variable consideration and costs to obtain a contract. We plan to elect modified retrospective adoption of this new standard. 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 September 30, 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. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions During the nine months ended September 30, 2017 , Laureate consummated the business acquisition outlined below, which is included in our Consolidated Financial Statements commencing from the date of acquisition. Australia In June 2017, our EMEAA segment acquired the assets and business of the nursing division of Careers Australia (CA Nursing), a vocational institution in Australia, for a cash purchase price of AUD 1,107 (US $835 at the date of acquisition) plus debt assumed of AUD 9,850 (US $ 7,433 at the acquisition date). We account ed for this acquisition as a business combin ation. For this acquisition, Revenues , Operating income and Net (loss) income attributable to Laureate Education, Inc. were immaterial for the nine months ended September 30, 2017. The following table summarizes the estimated fair value of all assets acquired and the liabilities assumed at the date of acquisition: CA Nursing Property and equipment $ 9,581 Goodwill 3,099 Other intangible assets 3,293 Total assets acquired 15,973 Current portion of long-term debt 166 Other current liabilities 5,960 Long-term debt, less current portion 7,267 Other long-term liabilities 1,745 Total liabilities 15,138 Net assets acquired attributable to Laureate Education, Inc. 835 Debt assumed 7,433 Net assets acquired attributable to Laureate Education, Inc. plus debt assumed $ 8,268 Net assets acquired $ 835 Net cash paid at acquisition $ 835 The amounts recorded in the 2017 acquisition are provisional and Laureate is in the process of finalizing the amounts recorded for the assets and liabilities primarily related to goodwill, intangible assets and deferred revenue. None of the goodwill related to the 2017 acquisition is expected to be deductible for income tax purposes. Due to Shareholders of Acquired Companies The amounts due to shareholders of acquired companies generally arise in connection with Laureate’s acquisition of a majority or all of the ownership interest of these companies. Promissory notes payable to the sellers of acquired companies, referred to as “seller notes,” are commonly used as a means of payment for business acquisitions. Seller note payments are classified as Payments of deferred purchase price for acquisitions within financing activities in our Consolidated Statements of Cash Flows. The amounts due to shareholders of acquired companies, currencies, and interest rates applied were as follows: September 30, 2017 December 31, 2016 Nominal Currency Interest Universidade Anhembi Morumbi (UAM Brazil) $ 46,475 $ 52,043 BRL CDI + 2% University of St. Augustine for Health Sciences, LLC 11,550 11,550 USD 7% Monash South Africa (MSA) 9,591 27,462 AUD n/a, 6.75% Universidad Tecnologica Centroamericana (UNITEC Honduras) 4,184 5,196 HNL IIBC CH Holding Netherlands B.V. (CH Holding) 3,885 8,587 USD n/a Faculdade Porto-Alegrense (FAPA) 3,132 2,973 BRL IGP-M IADE Group 2,358 2,755 EUR 3% Faculdades Metropolitanas Unidas Educacionais (FMU) — 100,382 BRL CDI Total due to shareholders of acquired companies 81,175 210,948 Less: Current portion of due to shareholders of acquired companies 28,881 118,679 Due to shareholders of acquired companies, less current portion $ 52,294 $ 92,269 AUD: Australian Dollar CDI: Certificados de Depósitos Interbancários (Brazil) BRL: Brazilian Real IIBC: Índice de Inflación del Banco Central (Honduras) EUR: European Euro IGP-M: General Index of Market Prices (Brazil) HNL: Honduran Lempira USD: United States Dollar IADE Group A working capital adjustment was recorded during the year ended December 31, 2015 in accordance with the purchase agreement entered into in connection with this acquisition. This liability of EUR 639 (US $694 at the date of payment) was settled during the second quarter of 2017 . The remaining balance outstanding relates to two EUR 1,000 tranches to be paid 36 months and 60 months from the March 27, 2015 date of acquisition. FMU At the acquisition date of FMU on September 12, 2014 , Laureate financed a portion of the purchase price with promissory notes payable to the seller of BRL 250,000 . These seller notes matured on September 12, 2017 and the principal and interest were fully repaid in the amount of BRL 358,606 (US $114,578 at the date of payment). |
Assets Held for Sale
Assets Held for Sale | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale | Assets Held for Sale The Company has identified certain subsidiaries that may not reach a scale that will be meaningful for Laureate, and has undertaken a process to sell these entities. As of September 30, 2017 , several subsidiaries in our EMEAA segment met the criteria for classification as held for sale under ASC 360-10-45-9, "Long-Lived Assets Classified as Held for Sale," in addition to an asset group at a for-profit real estate subsidiary in our Andean & Iberian segment. Accordingly, as of September 30, 2017 , the assets and liabilities of these disposal groups were classified as held for sale and recorded at their carrying values, which were lower than their estimated 'fair values less costs to sell'. The Company expects to begin receiving final offers on these entities in the fourth quarter of 2017, and estimates that closing of the sale transactions will begin to occur in the first quarter of 2018. The amounts classified as held-for-sale assets and liabilities are subject to finalization. The carrying amounts of the major classes of long-lived assets and liabilities that were reclassified to held for sale as of September 30, 2017 are presented in the following tables: Property and equipment, net $ 213,593 Goodwill 32,330 Tradenames 16,534 Other assets 17,344 Long-term assets held for sale $ 279,801 Long-term debt, including current portion $ 34,798 Other liabilities 196,681 Total liabilities held for sale $ 231,479 In the aggregate, revenues of the disposal groups represented approximately $159,000 and $154,000 of Laureate's total revenues during the nine months ended September 30, 2017 and 2016 , respectively. |
Due to Shareholders of Acquired
Due to Shareholders of Acquired Companies | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Due to Shareholders of Acquired Companies | Acquisitions During the nine months ended September 30, 2017 , Laureate consummated the business acquisition outlined below, which is included in our Consolidated Financial Statements commencing from the date of acquisition. Australia In June 2017, our EMEAA segment acquired the assets and business of the nursing division of Careers Australia (CA Nursing), a vocational institution in Australia, for a cash purchase price of AUD 1,107 (US $835 at the date of acquisition) plus debt assumed of AUD 9,850 (US $ 7,433 at the acquisition date). We account ed for this acquisition as a business combin ation. For this acquisition, Revenues , Operating income and Net (loss) income attributable to Laureate Education, Inc. were immaterial for the nine months ended September 30, 2017. The following table summarizes the estimated fair value of all assets acquired and the liabilities assumed at the date of acquisition: CA Nursing Property and equipment $ 9,581 Goodwill 3,099 Other intangible assets 3,293 Total assets acquired 15,973 Current portion of long-term debt 166 Other current liabilities 5,960 Long-term debt, less current portion 7,267 Other long-term liabilities 1,745 Total liabilities 15,138 Net assets acquired attributable to Laureate Education, Inc. 835 Debt assumed 7,433 Net assets acquired attributable to Laureate Education, Inc. plus debt assumed $ 8,268 Net assets acquired $ 835 Net cash paid at acquisition $ 835 The amounts recorded in the 2017 acquisition are provisional and Laureate is in the process of finalizing the amounts recorded for the assets and liabilities primarily related to goodwill, intangible assets and deferred revenue. None of the goodwill related to the 2017 acquisition is expected to be deductible for income tax purposes. Due to Shareholders of Acquired Companies The amounts due to shareholders of acquired companies generally arise in connection with Laureate’s acquisition of a majority or all of the ownership interest of these companies. Promissory notes payable to the sellers of acquired companies, referred to as “seller notes,” are commonly used as a means of payment for business acquisitions. Seller note payments are classified as Payments of deferred purchase price for acquisitions within financing activities in our Consolidated Statements of Cash Flows. The amounts due to shareholders of acquired companies, currencies, and interest rates applied were as follows: September 30, 2017 December 31, 2016 Nominal Currency Interest Universidade Anhembi Morumbi (UAM Brazil) $ 46,475 $ 52,043 BRL CDI + 2% University of St. Augustine for Health Sciences, LLC 11,550 11,550 USD 7% Monash South Africa (MSA) 9,591 27,462 AUD n/a, 6.75% Universidad Tecnologica Centroamericana (UNITEC Honduras) 4,184 5,196 HNL IIBC CH Holding Netherlands B.V. (CH Holding) 3,885 8,587 USD n/a Faculdade Porto-Alegrense (FAPA) 3,132 2,973 BRL IGP-M IADE Group 2,358 2,755 EUR 3% Faculdades Metropolitanas Unidas Educacionais (FMU) — 100,382 BRL CDI Total due to shareholders of acquired companies 81,175 210,948 Less: Current portion of due to shareholders of acquired companies 28,881 118,679 Due to shareholders of acquired companies, less current portion $ 52,294 $ 92,269 AUD: Australian Dollar CDI: Certificados de Depósitos Interbancários (Brazil) BRL: Brazilian Real IIBC: Índice de Inflación del Banco Central (Honduras) EUR: European Euro IGP-M: General Index of Market Prices (Brazil) HNL: Honduran Lempira USD: United States Dollar IADE Group A working capital adjustment was recorded during the year ended December 31, 2015 in accordance with the purchase agreement entered into in connection with this acquisition. This liability of EUR 639 (US $694 at the date of payment) was settled during the second quarter of 2017 . The remaining balance outstanding relates to two EUR 1,000 tranches to be paid 36 months and 60 months from the March 27, 2015 date of acquisition. FMU At the acquisition date of FMU on September 12, 2014 , Laureate financed a portion of the purchase price with promissory notes payable to the seller of BRL 250,000 . These seller notes matured on September 12, 2017 and the principal and interest were fully repaid in the amount of BRL 358,606 (US $114,578 at the date of payment). |
Business and Geographic Segment
Business and Geographic Segment Information | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Business and Geographic Segment Information | Business and Geographic Segment Information Laureate’s educational services are offered through six operating segments: Brazil, Mexico, Andean & Iberian, Central America & U.S. Campuses, EMEAA and Online & Partnerships. 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 Quarterly Report on Form 10-Q for the period ended June 30, 2017, effective August 1, 2017, we changed our operating segments in order to realign our segments according to how our chief operating decision maker now allocates resources and assesses performance. The change includes the creation of three operating segments (Brazil, Mexico and Andean & Iberian) from the previous Latin America (LatAm) segment. Our institutions in Spain and Portugal (Iberian) have moved from the Europe, Middle East, Africa and Asia Pacific (EMEAA) segment and combined with our institutions in Chile and Peru to form the Andean & Iberian segment. In addition, our institutions in Central America, which were previously part of the LatAm segment, have combined with our campus-based institutions in the United States, which were previously part of the GPS segment, to form the Central America and U.S. Campuses segment. The Online & Partnerships segment consists of the online institutions that were previously part of the GPS segment. This change has been reflected in the quarterly segment information beginning in the third 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 change. Our campus-based segments generate revenues by providing an education that emphasizes professional-oriented fields of study with undergraduate and graduate degrees in a wide range of disciplines. Our educational offerings are increasingly utilizing online and hybrid (a combination of online and in-classroom) courses and programs to deliver their curriculum. Many of our largest campus-based operations are in developing markets which are experiencing a growing demand for higher education based on favorable demographics and increasing secondary completion rates, driving increases in participation rates and resulting in continued growth in the number of higher education students. Traditional higher education students (defined as 18-24 year olds) have historically been served by public universities, which have limited capacity and are often underfunded, resulting in an inability to meet the growing student demand and employer requirements. This supply and demand imbalance has created a market opportunity for private sector participants. Most students finance their own education. However, there are some government-sponsored student financing programs which are discussed below. These campus-based segments include Brazil, Mexico, Andean & Iberian, Central America & U.S. Campuses and EMEAA. Specifics related to each of these campus-based segments and our Online & Partnerships segment are discussed below: In Brazil, approximately 75% of post-secondary students are enrolled in private higher education institutions. While the federal government defines the national curricular guidelines, institutions are licensed to operate by city. Laureate owns 13 institutions in eight states throughout Brazil, with a particularly strong presence in the competitive São Paulo market. Many students finance their own education while others rely on the government-sponsored programs such as Prouni and FIES. Public universities in Mexico enroll approximately two-thirds of students attending post-secondary education. However, many public institutions are faced with capacity constraints or the quality of the education is considered low. Laureate owns two institutions and is present throughout the country with a footprint of over 40 campuses. Each institution in Mexico has a national license. Students in our Mexican institutions typically finance their own education. The Andean & Iberian segment includes institutions in Chile, Peru, Portugal and Spain and has contractual relationships with a licensed institution in Ecuador. In Chile, private universities enroll approximately 80% of post-secondary students. In Peru, the public sector plays a significant role but private universities are increasingly providing the capacity to meet growing demand. In Spain and Portugal, the high demand for post-secondary education places capacity constraints on the public sector, pushing students to turn to the private sector for high-quality education. Chile has government-sponsored student financing programs, while in the other countries students generally finance their own education. The Central America & U.S. Campuses segment includes institutions in Costa Rica, Honduras, Panama and the United States. Students in Central America typically finance their own education while students in the United States finance their education in a variety of ways, including Title IV programs. The EMEAA segment includes institutions in the European countries of Cyprus, Germany, Italy 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 manages nine licensed institutions in the Kingdom of Saudi Arabia and manages one additional institution in China through a joint venture arrangement. The Online & Partnerships segment includes fully online institutions operating globally that offer professionally-oriented degree programs in the United States through Walden University, a U.S.-based accredited institution, and through the University of Liverpool and the University of Roehampton in the United Kingdom. These online institutions primarily serve working adults with undergraduate and graduate degree program offerings. Students in the United States finance their education in a variety of ways, including Title IV 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 performance measure defined as Income (loss) from continuing operations before income taxes and equity in net income of affiliates, adding back the following items: (Loss) gain on sales of subsidiaries, net , Foreign currency exchange (loss) 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. We have also expanded the EiP initiative into other back- and mid-office areas. Certain non-recurring costs incurred in connection with the planned dispositions described in Note 4 , Assets Held for Sale , are also included in EiP. The increased EiP expenses during the nine months ended September 30, 2017 as compared to the nine months ended September 30, 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 Income (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 September 30, For the nine months ended September 30, 2017 2016 2017 2016 Revenues Brazil $ 170,497 $ 152,768 $ 547,971 $ 479,628 Mexico 141,175 140,400 451,993 455,130 Andean & Iberian 314,788 289,182 930,335 835,477 Central America & U.S. Campuses 69,598 65,602 219,081 207,142 EMEAA 126,353 116,967 468,339 584,979 Online & Partnerships 168,375 173,303 520,982 531,063 Corporate (7,392 ) (8,367 ) (21,935 ) (25,120 ) Revenues $ 983,394 $ 929,855 $ 3,116,766 $ 3,068,299 Adjusted EBITDA of reportable segments Brazil $ 9,138 $ 11,856 $ 61,289 $ 63,174 Mexico 6,465 24,775 78,590 89,292 Andean & Iberian 74,983 63,979 240,273 179,846 Central America & U.S. Campuses 9,731 7,472 38,480 31,657 EMEAA (13,655 ) (24,365 ) 54,166 67,951 Online & Partnerships 42,883 51,250 145,753 149,097 Total Adjusted EBITDA of reportable segments 129,545 134,967 618,551 581,017 Reconciling items: Corporate (42,976 ) (36,379 ) (141,556 ) (100,255 ) Depreciation and amortization expense (67,930 ) (66,824 ) (199,394 ) (202,735 ) Loss on impairment of assets — — — — Share-based compensation expense (8,632 ) (8,030 ) (43,969 ) (28,939 ) EiP expenses (15,703 ) (11,232 ) (58,344 ) (37,175 ) Operating (loss) income (5,696 ) 12,502 175,288 211,913 Interest income 5,840 3,437 14,994 13,305 Interest expense (76,454 ) (104,781 ) (278,049 ) (314,383 ) Loss on debt extinguishment — (15,682 ) (8,425 ) (17,363 ) (Loss) gain on derivatives (19,930 ) 516 19,187 (8,235 ) Other (expense) income, net (718 ) 353 (667 ) (964 ) Foreign currency exchange gain (loss), net 7,327 26,329 (109 ) 80,263 Gain (loss) on sales of subsidiaries, net — 155,151 (172 ) 398,412 (Loss) income from continuing operations before income taxes and equity in net income of affiliates $ (89,631 ) $ 77,825 $ (77,953 ) $ 362,948 September 30, 2017 December 31, 2016 Assets Brazil $ 1,288,014 $ 1,245,264 Mexico 1,087,323 972,171 Andean & Iberian 2,264,689 1,951,864 Central America & U.S. Campuses 339,816 345,238 EMEAA 1,147,354 958,883 Online & Partnerships 1,215,107 1,297,798 Corporate 440,261 291,252 Total assets $ 7,782,564 $ 7,062,470 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The change in the net carrying amount of Goodwill from December 31, 2016 through September 30, 2017 was composed of the following items: Brazil Mexico Andean & Iberian Central America & U.S. Campuses EMEAA Online & Partnerships Total Goodwill $ 501,055 $ 480,985 $ 297,519 $ 154,759 $ 200,254 $ 459,787 $ 2,094,359 Accumulated impairment loss — — — (96,754 ) (63,141 ) — (159,895 ) Balance at December 31, 2016 501,055 480,985 297,519 58,005 137,113 459,787 1,934,464 Acquisitions — — — — 3,099 — 3,099 Dispositions — — — — (488 ) — (488 ) Reclassification to Long-term assets held for sale — — — — (32,330 ) — (32,330 ) Currency translation adjustments 16,286 75,101 19,748 — 11,506 900 123,541 Adjustments to prior acquisitions — — — — — — — Balance at September 30, 2017 $ 517,341 $ 556,086 $ 317,267 $ 58,005 $ 118,900 $ 460,687 $ 2,028,286 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Outstanding long-term debt was as follows: September 30, 2017 December 31, 2016 Senior long-term debt: Senior Secured Credit Facility (stated maturity dates April 2022 and April 2024 as of September 30, 2017; stated maturity dates June 2018, June 2019 and March 2021 as of December 31, 2016), net of discount $ 1,576,845 $ 1,497,869 Senior Notes (stated maturity dates May 2025 as of September 30, 2017 and September 2019 as of December 31, 2016), net of discount 800,000 1,388,036 Total senior long-term debt 2,376,845 2,885,905 Other debt: Lines of credit 51,065 66,081 Notes payable and other debt 626,687 650,184 Total senior and other debt 3,054,597 3,602,170 Capital lease obligations and sale-leaseback financings 261,650 250,842 Total long-term debt 3,316,247 3,853,012 Less: total unamortized deferred financing costs 105,839 44,648 Less: current portion of long-term debt 185,848 178,989 Long-term debt, less current portion $ 3,024,560 $ 3,629,375 Approximately $34,798 of long-term debt, including the current portion, is included in the held-for-sale liabilities recorded on the Consolidated Balance Sheet as of September 30, 2017 . For further description of the held-for-sale amounts see Note 4 , Assets Held for Sale . Debt Refinancing During the second quarter of 2017, the Company completed refinancing transactions that resulted in repayment of the previous senior credit facility and the redemption of 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)). Senior Notes 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 is November 1, 2017. 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. On April 28, 2017, the Company elected to redeem all of its outstanding Senior Notes due 2019 (other than the Exchanged Notes) and on May 31, 2017 (the Redemption Date), the Senior Notes due 2019 (other than the Exchanged Notes) were redeemed. As described further below, the Exchanged Notes were redeemed on August 11, 2017 . The aggregate principal amount outstanding of the Senior Notes due 2019 (excluding the Exchanged Notes) was $1,125,443 . The redemption price for the Senior Notes due 2019 that were redeemed was equal to 104.625% of the principal amount thereof, for a total redemption price of $1,177,495 , plus accrued and unpaid interest and special interest to the Redemption Date, for an aggregate payment to holders of the Senior Notes of $1,205,630 . As of September 30, 2017 , the outstanding balance of our senior notes was $800,000 , which consisted entirely of the Senior Notes due 2025. As of December 31, 2016 , the outstanding balance under our Senior Notes due 2019 was $1,388,036 , net of a debt discount. Senior Secured Credit Facility Substantially concurrently with the issuance of the Senior Notes due 2025, we consummated a refinancing of our Senior Secured Credit Facility by means of an amendment and restatement of the existing amended and restated credit agreement (the Second Amended and Restated Credit Agreement) to provide a new revolving credit facility of $385,000 maturing in April 2022 (the Revolving Credit Facility) and a new syndicated term loan of $1,600,000 maturing in April 2024 (the 2024 Term Loan) . The old senior credit facility was fully repaid, and that repayment amount is included in Payments on long-term debt in the Consolidated Statement of Cash Flows for the nine months ended September 30, 2017 , with the exception of approximately $283,000 of loan principal related to the old term loan that was rolled over by certain lenders into the 2024 Term Loan. Accordingly, that rollover amount was a non-cash transaction. As a subfacility under the Revolving Credit Facility, the Second Amended and Restated Credit Agreement provides for letter of credit commitments in the aggregate amount of $141,000 . The Second Amended and Restated Credit Agreement also provides, subject to the satisfaction of certain conditions, for incremental revolving and term loan facilities, at the request of the Company, not to exceed $300,000 plus additional amounts so long as both immediately before and after giving effect to such incremental facilities the Company’s Consolidated Senior Secured Debt to Consolidated EBITDA ratio, as defined in the Second Amended and Restated Credit Agreement, on a pro forma basis, does not exceed 2.75 x. The maturity date for the Revolving Credit Facility is April 26, 2022 and the maturity date for the 2024 Term Loan is April 26, 2024. The Revolving Credit Facility bears interest at a per annum interest rate, at the option of the Borrower, at either the LIBOR rate or the ABR rate plus an applicable margin of 3.75% per annum or 3.50% per annum for LIBOR rate loans, and 2.75% per annum or 2.50% per annum for ABR rate loans, in each case, based on the Company’s Consolidated Total Debt to Consolidated EBITDA ratio, as defined in the Second Amended and Restated Credit Agreement. As of September 30, 2017 , there was no balance outstanding under the Revolving Credit Facility. The 2024 Term Loan bears interest at a per annum rate, at the option of the Borrower, at either the LIBOR rate or the ABR rate plus an applicable margin of 4.50% per annum or 4.25% per annum for LIBOR rate loans, and 3.50% per annum or 3.25% per annum for ABR rate loans, in each case, based on the Company’s Consolidated Total Debt to Consolidated EBITDA ratio. As of September 30, 2017 , all loans outstanding under the 2024 Term Loan were LIBOR loans and had a total interest rate of 5.73% . A discount equal to 1% of the 2024 Term Loan's original principal amount, or $16,000 , was paid at issuance and will be amortized to interest expense over the term of the loan. The 2024 Term Loan amortizes at an annual amount equal to 1% of the original principal amount of the 2024 Term Loan, which annual amount is payable in quarterly payments, with the remaining unpaid principal amount payable on the maturity date. Quarterly principal payments on the 2024 Term Loan commenced June 30, 2017. On or prior to October 26, 2017, except for prepayments made from transactions expressly permitted, the 2024 Term Loan can be prepaid at price equal to 101% of the principal amount prepaid. After October 26, 2017, the 2024 Term Loan can be prepaid at price equal to 100% of the principal amount prepaid. Loss on Debt Extinguishment, Debt Modification and Debt Issuance Costs As a result of the refinancing transactions described above and the note exchange transaction described below, Laureate recorded a Loss on debt extinguishment of $8,425 during the nine months ended September 30, 2017 related primarily to the write off of unamortized deferred financing costs associated with certain lenders that did not participate in the new debt instruments. In addition, approximately $22,800 was charged to General and administrative expenses related to new third-party costs paid in connection with the portion of the refinancing transactions that was deemed to be a modification . Also in connection with the refinancing transactions, approximately $70,800 of new deferred financing costs were capitalized, which related primarily to the excess of the redemption price over the principal amount of the Senior Notes due 2019 that were redeemed and the call premium that applied to a portion of the repaid senior credit facilities. 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 2025, are traded in a brokered market, as were the Senior Notes due 2019 prior to their redemption. The fair value of our remaining debt instruments approximates carrying value based on their terms. As of September 30, 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: September 30, 2017 December 31, 2016 Carrying amount Estimated fair value Carrying amount Estimated fair value Total senior and other debt $ 3,054,597 $ 3,118,539 $ 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 Senior Notes due 2019 pursuant to which we agreed to 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 was 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. On August 2, 2017, we sent notices to the holders of these notes indicating that the closing of the exchange contemplated by the Note Exchange Agreements would be consummated on Friday, August 11, 2017 . On August 11, 2017 , Laureate issued 18,683 shares of Class A common stock, which was equal to 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 Class A common stock in the Qualified Public Offering. Upon completion of the Note Exchange, the Company also paid approximately $11,100 to the exchanging holders, 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 our Class A common stock issued in the Note Exchange are 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 terms of 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 September 30, 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. The Second Amended and Restated Credit Agreement provides, solely with respect to the Revolving Credit Facility, that the Company shall not permit its Consolidated Senior Secured Debt to Consolidated EBITDA ratio, as defined in the Second Amended and Restated Credit Agreement, to exceed 4.50x as of the last day of each quarter ending June 30, 2017 through September 30, 2017, 3.75x as of the last day of each quarter ending December 31, 2017 through March 31, 2018, and 3.50x as of the last day of each quarter ending June 30, 2018 and thereafter. However, the agreement also provides that if (i) the Company’s Consolidated Total Debt to Consolidated EBITDA ratio, as defined in the Second Amended and Restated Credit Agreement, is not greater than 4.75 x as of such date and (ii) less than 25% of the Revolving Credit Facility is utilized as of that date, then such financial covenant shall not apply. As of September 30, 2017 , these conditions were satisfied and, therefore, we were not subject to the leverage ratio covenant. In addition, notes payable at some of our locations contain financial maintenance covenants. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 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 September 30, 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 September 30, 2017 , the carrying value of all noncontrolling interest holder put arrangements was $ 11,911 , which includes accreted incremental value of $14,441 in excess of traditional noncontrolling interests. If the minority put arrangements were all exercised at September 30, 2017 , Laureate would be obligated to pay the noncontrolling interest holders an estimated amount of $11,911 , as summarized in the following table: Nominal Currency First Exercisable Date Estimated Value as of September 30, 2017 redeemable within Reported Noncontrolling interest holder put arrangements INTI Education Holdings Sdn Bhd (INTI) - 10% MYR Current $ 10,016 $ 10,016 Pearl Retail Solutions Private Limited and Creative Arts Education Society (Pearl) - 10% INR Current 1,835 1,835 Stamford International University (STIU) - Puttable preferred stock of TEDCO THB Current 60 60 Total noncontrolling interest holder put arrangements 11,911 11,911 Puttable common stock - currently redeemable USD Current 4 4 Puttable common stock - not currently redeemable USD * — 2,300 Total redeemable noncontrolling interests and equity $ 11,915 $ 14,215 * 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. Pearl As part of the acquisition of Pearl, the minority owners had a put option to require Laureate to purchase the remaining 45% noncontrolling interest, and Laureate has a call option to require the minority owners to sell to Laureate up to 35% of the total equity of Pearl that is still owned by the noncontrolling interest holders (i.e. approximately 78% of the remaining 45% noncontrolling interest). On June 19, 2017, Laureate and the noncontrolling interest holders of Pearl amended the put and call option agreements in order to clarify certain aspects of the formula for determining the purchase price of the noncontrolling interests. The modifications to the agreement resulted in the exclusion of certain campus costs and liabilities in the purchase price calculation. On July 11, 2017 , the noncontrolling interest holders of Pearl notified Laureate of their election to exercise their put option for a portion of their total noncontrolling interest, which requires Laureate to purchase an additional 35% equity interest in Pearl. The purchase price for the 35% equity interest, which has been agreed to by the parties, is approximately $11,400 and has been recorded in Other current liabilities in the Consolidated Balance Sheet as of September 30, 2017 . This liability was paid in October 2017. The remaining 10% puttable equity interest that is still held by the minority owners is recorded at its estimated redemption value of $1,835 . 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 Kohlberg, Kravis and Roberts Co. L.P. and Snow Phipps Group LLC, 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 are being 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 15 , Earnings (Loss) Per Share . During the nine months ended September 30, 2017 , the Company recorded additional BCF of $3,574 related to the paid-in-kind dividends. The total BCF of $265,368 will be accreted using a constant yield approach over a one -year period. For the nine months ended September 30, 2017 , we have recorded total accretion on the Series A Preferred Stock of $185,149 , and as of September 30, 2017 the Series A Preferred Stock had a carrying value of $302,693 . 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 September 30, 2017 and December 31, 2016 , Laureate has recorded cumulative liabilities totaling $58,046 and $67,192 , respectively, for taxes other-than-income tax, principally payroll-tax-related uncertainties recorded at the time of an acquisition. 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 $248 and $1,896 , respectively, as of September 30, 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 September 30, 2017 and December 31, 2016 , Laureate has recorded cumulative liabilities for income tax contingencies of $110,513 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 September 30, 2017 and December 31, 2016 , indemnification assets primarily related to acquisition contingencies were $90,576 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, a portion of which existed prior to our acquisition of these entities. As of September 30, 2017 and December 31, 2016 , approximately $23,000 and $18,000 , respectively, of 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. Hunan International Economics University (HIEU), our institution in China, is named as one of five defendants in a civil case involving a loan transaction that was entered into by certain noncontrolling interest holders of HIEU as borrowers, and was allegedly guaranteed by HIEU. The amount of the loan is approximately $29,000 , including interest and penalties. The noncontrolling interest holders are the primary defendants in this civil case, with HIEU added in its alleged role as guarantor. Due to developments in the case that occurred during the second quarter of 2017, we determined that the probability of incurring a loss in this legal matter is reasonably possible as of September 30, 2017 , but not probable, and therefore a liability has not been recorded. On November 4, 2017, HIEU was informed by the court that the case against it would be dismissed, although no formal judgment has been received. Until it receives the formal judgment of dismissal, HIEU will continue to vigorously defend this case. 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 $515,000 and $479,000 at September 30, 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 September 30, 2017 and December 31, 2016 , we recorded $27,900 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. After the payment of the seller notes in September 2017, the shares pledged to the sellers were pledged to the third-party lenders until full payment of the loans, which mature in April 2021. See Note 5 , Due to Shareholders of Acquired Companies . Standby Letters of Credit, Surety Bonds and Other Commitments As of September 30, 2017 and December 31, 2016 , Laureate's outstanding letters of credit (LOCs) and surety bonds primarily consisted of the items discussed below. As of both September 30, 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 September 30, 2017 Consolidated Balance Sheet. We received a letter dated October 12, 2017 from the DOE stating that, based on Laureate’s failure to meet standards of financial responsibility for the fiscal year ended December 31, 2016, we are required to either: 1) increase our LOC to an amount equal to 50% of the Title IV, Higher Education Act (HEA) funds received by Laureate in the fiscal year ended December 31, 2016 (calculated by the DOE to be $456,293 ) and qualify as a financially responsible institution; or 2) increase our LOC to an amount equal to 15% of the Title IV, HEA funds received by Laureate in the fiscal year ended December 31, 2016 (calculated by the DOE to be $136,888 ) and remain provisionally certified for a period of up to three complete award years. In the letter, the DOE also has required us to continue to comply with additional notification and reporting requirements. We have chosen the second option, to increase our LOC to $136,888 and to remain provisionally certified for a period of up to three complete award years, and we are in the process of obtaining one or more LOCs for such amount. We also chose that option in 2016, resulting in our letter of credit balance of $105,600 that is posted as of September 30, 2017 . As of September 30, 2017 and December 31, 2016 , we had $39,236 and $34,746 , respectively, posted as cash-collateral for LOCs related to the Spain Tax Audits. The cash collateral for these LOCs was classified as Restricted cash and investments on our September 30, 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 September 30, 2017 and December 31, 2016 , the total face amount of these surety bonds was $13,980 and $ 12,162 , respectively. These bonds are fully collateralized with cash, which is classified as Restricted cash and investments on our September 30, 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 | 9 Months Ended |
Sep. 30, 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: September 30, 2017 December 31, 2016 Financing receivables $ 36,501 $ 29,776 Allowance for doubtful accounts (8,289 ) (9,175 ) Financing receivables, net of allowances $ 28,212 $ 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 September 30, 2017 Amounts past due less than one year $ 11,317 $ 843 $ 12,160 Amounts past due one year or greater 3,850 1,424 5,274 Total past due (on non-accrual status) 15,167 2,267 17,434 Not past due 16,564 2,503 19,067 Total financing receivables $ 31,731 $ 4,770 $ 36,501 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 nine months ended September 30, 2017 and 2016 , grouped by country portfolio: Chile Other Total Balance at December 31, 2016 $ (6,209 ) $ (2,966 ) $ (9,175 ) Charge-offs 2,798 330 3,128 Recoveries — (36 ) (36 ) Reclassifications — 69 69 Provision (2,089 ) 93 (1,996 ) Currency adjustments (360 ) 81 (279 ) Balance at September 30, 2017 $ (5,860 ) $ (2,429 ) $ (8,289 ) Balance at December 31, 2015 $ (7,240 ) $ (3,336 ) $ (10,576 ) Charge-offs 3,525 104 3,629 Recoveries — (46 ) (46 ) Reclassifications — — — Provision (2,152 ) 181 (1,971 ) Currency adjustments (387 ) 97 (290 ) Balance at September 30, 2016 $ (6,254 ) $ (3,000 ) $ (9,254 ) 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 nine months ended September 30, 2017 and 2016 were as follows: Number of Financing Receivable Accounts Pre-Modification Balance Outstanding Post-Modification Balance Outstanding 2017 355 $ 1,838 $ 1,655 2016 559 $ 8,615 $ 5,986 The preceding table represents accounts modified under the terms of a TDR during the nine months ended September 30, 2017 , whereas the following table represents accounts modified as a TDR between January 1, 2016 and September 30, 2017 that subsequently defaulted during the nine months ended September 30, 2017 : Number of Financing Receivable Accounts Balance at Default Total 156 $ 721 The following table represents accounts modified as a TDR between January 1, 2015 and September 30, 2016 that subsequently defaulted during the nine months ended September 30, 2016 : Number of Financing Receivable Accounts Balance at Default Total 355 $ 1,089 |
Share-based Compensation
Share-based Compensation | 9 Months Ended |
Sep. 30, 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 September 30, For the nine months ended September 30, 2017 2016 2017 2016 Stock options, net of estimated forfeitures $ 4,590 $ 5,578 $ 33,421 $ 21,527 Restricted stock awards 4,042 2,235 10,548 6,897 Total non-cash stock compensation 8,632 7,813 43,969 28,424 Deferred compensation arrangement — 216 — 515 Total $ 8,632 $ 8,029 $ 43,969 $ 28,939 Stock Option Grant On January 31, 2017, in connection with the Executive Profits Interests (EPI) agreement, we granted our CEO options (the EPI Options) to purchase 2,773 shares of our 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 Class B common stock subject to the EPI Option and (ii) $21.32 with respect to 50% of the shares of 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. Amendment to 2013 Long-Term Incentive Plan On June 19, 2017, the Company’s Board of Directors (the Board) approved, subject to stockholder approval, an amendment and restatement of the Laureate Education, Inc. 2013 Long-Term Incentive Plan (as amended and restated, the 2013 Plan). Among other things, the amendment (i) increases the number of shares of Class A common stock that may be issued pursuant to awards under the 2013 Plan to 14,714 ; (ii) adds performance metrics, the ability to grant cash awards, and annual limits on grants, intended to qualify awards as performance-based awards that are not subject to certain limits on tax deductibility of compensation payable to certain executives; and (iii) extends the term of the 2013 Plan to June 18, 2027, the day before the 10th anniversary of the date of adoption of the amendment. On June 19, 2017, the holder of the majority of the voting power of the Company's outstanding stock (the Majority Holder) approved by written consent the amended and restated 2013 Plan and it became effective. Stock Option Repricing On June 19, 2017 , the Board and the Majority Holder approved a stock option repricing (the Option Repricing). Pursuant to the Option Repricing, the exercise price of each Relevant Option (as defined below) was amended to reduce such exercise price to the average closing price of a share of the Company's Class A common stock as reported on the Nasdaq Global Select Market over the 20 calendar-day period following the mailing of the Notice and Information Statement to our stockholders. The average closing price of the Company's Class A common stock over such 20 -day period was $17.44 ; accordingly, the exercise price of the Relevant Options was adjusted to $17.44 . Relevant Options were all outstanding stock options as of June 19, 2017 (vested or unvested) to acquire shares of Class B common stock granted under the 2013 Plan during calendar years 2013 through 2016, and totaled approximately 5,300 options. Since the modification of the terms of the awards occurred on June 19, 2017 , the Company recorded incremental stock compensation expense during the second quarter of 2017 of approximately $5,100 for options that were vested at the modification date. Additionally, approximately $2,500 of incremental stock compensation expense related to options that were not yet vested at the modification date is being recognized over the remaining vesting period. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 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 Additional paid-in capital (Accumulated deficit) retained earnings Accumulated other comprehensive (loss) income Non-controlling interests Total stockholders' equity Shares Amount Shares Amount Shares Amount 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 — — — — — — 43,969 — — — 43,969 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 — — — — 456,219 — — — 456,359 Conversion of Class B shares to Class A shares 1,032 4 (1,032 ) (4 ) — — — — — — — Note exchange transaction 18,683 75 — — — — 245,672 — — — 245,747 Vesting of restricted stock and exercise of stock options, net of shares withheld to satisfy tax withholding 34 — 231 1 — — (1,726 ) — — — (1,725 ) Reclassification to equity upon expiration of put right on share-based awards — — — — — — 5,500 — — — 5,500 Dividends to noncontrolling interests — — — — — — (889 ) — — — (889 ) Distributions to noncontrolling interest holders — — — — — — — — — (847 ) (847 ) Change in noncontrolling interests — — — — — — 1,104 — (1,164 ) 60 — Accretion of redeemable noncontrolling interests and equity — — — — — — (6,135 ) — — — (6,135 ) Accretion of Series A Convertible Redeemable Preferred Stock — — — — — — (185,149 ) — — — (185,149 ) Beneficial conversion feature for Series A Convertible Redeemable Preferred Stock — — — — — — 265,368 — — — 265,368 Reclassification of redeemable noncontrolling interests and equity — — — — — — — — — (834 ) (834 ) Net loss — — — — — — — (104,380 ) — (2,365 ) (106,745 ) Foreign currency translation adjustment, net of tax of $0 — — — — — — — — 194,238 2,355 196,593 Unrealized gain on derivatives, net of tax of $0 — — — — — — — — 6,625 — 6,625 Balance at September 30, 2017 54,749 $ 219 132,575 $ 531 — $ — $ 3,545,365 $ (1,142,081 ) $ (852,356 ) $ 30,551 $ 1,582,229 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: September 30, 2017 December 31, 2016 Laureate Education, Inc. Noncontrolling Interests Total Laureate Education, Inc. Noncontrolling Interests Total Foreign currency translation loss $ (851,148 ) $ 51 $ (851,097 ) $ (1,044,222 ) $ (2,304 ) $ (1,046,526 ) Unrealized gain (loss) on derivatives 1,407 — 1,407 (5,218 ) — (5,218 ) Minimum pension liability adjustment (2,615 ) — (2,615 ) (2,615 ) — (2,615 ) Accumulated other comprehensive (loss) income $ (852,356 ) $ 51 $ (852,305 ) $ (1,052,055 ) $ (2,304 ) $ (1,054,359 ) |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 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 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 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: September 30, 2017 December 31, 2016 Derivatives designated as hedging instruments: Long-term assets: Interest rate swaps $ 1,407 $ — Current liabilities: Interest rate swaps — 5,218 Derivatives not designated as hedging instruments: Long-term assets: Contingent redemption features - Series A Preferred Stock 28,314 4,464 Long-term liabilities: Cross currency and interest rate swaps 7,864 7,420 Interest rate swaps 230 330 Total derivative instrument assets $ 29,721 $ 4,464 Total derivative instrument liabilities $ 8,094 $ 12,968 Derivatives Designated as Hedging Instruments 2024 Term Loan Interest Rate Swaps In May 2017, Laureate entered into, and designated as cash flow hedges, four pay-fixed, receive-floating amortizing interest rate swaps with notional amounts of $100,000 , $100,000 , $200,000 and $300,000 , respectively. These notional amounts match the corresponding principal of the 2024 Term Loan borrowings of which these swaps are effectively hedging the interest payments. As such, the notional values amortize annually based on the terms of the agreements to match the principal borrowings as they are repaid. Refer to Note 8 , Debt , for further information regarding the underlying borrowings. These swaps effectively fix the floating interest rate on the term loan to reduce exposure to variability in cash flows attributable to changes in the USD-LIBOR-BBA swap rate. All four swaps have an effective date of May 31, 2017 and mature on May 31, 2022. The terms of the swaps require Laureate to pay interest on the basis of fixed rates of 1.756% , 1.796% , 1.796% and 1.763% on the $100,000 , $100,000 , $200,000 and $300,000 notional values, respectively. Laureate will receive interest for all four swaps on the basis of one-month USD-LIBOR-BBA, with a floor of 1% . As of September 30, 2017 , these interest rate swaps had an estimated fair value of $1,407 . Interest Rate Swaps In September 2011, Laureate entered into two forward interest rate swap agreements that were designated as cash flow hedges. The swaps effectively fixed interest rates on existing variable-rate borrowings in order to manage our exposure to future interest rate volatility. Both swaps had an effective date of June 30, 2014 and matured on June 30, 2017. The gain or loss on these swaps was deferred in AOCI and then reclassified into earnings as a component of Interest expense in the same periods during which the hedged forecasted transactions affected earnings. During the second quarter of 2017, all of the gain or loss previously deferred in AOCI had been recognized in earnings since the swaps had matured. As of December 31, 2016 , these interest rate swaps had an estimated fair value of $5,218 . 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 were as follows: For the three months ended September 30 : Gain Recognized in Comprehensive Income Income Statement Location Loss Reclassified 2017 2016 2017 2016 Interest rate swaps $ 525 $ 2,386 Interest expense $ (972 ) $ (2,687 ) For the nine months ended September 30 : Gain Recognized in Comprehensive Income (Effective Portion) Income Statement Location Loss Reclassified 2017 2016 2017 2016 Interest rate swaps $ 6,625 $ 5,509 Interest expense $ (6,705 ) $ (8,002 ) 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 9 , Commitments and Contingencies . The embedded derivatives are related to certain contingent redemption features of the Series A Preferred Stock. As of September 30, 2017 and December 31, 2016 , the estimated fair values of these derivatives were assets of $28,314 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 nine months ended September 30, 2017 of $19,468 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 September 30, 2017 and December 31, 2016 , these swaps had an estimated fair value of $7,864 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 $35,415 at September 30, 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 $17,708 at September 30, 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 $230 and $330 at September 30, 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 For the nine months 2017 2016 2017 2016 Unrealized (Loss) Gain Contingent redemption features - Series A Preferred $ (19,974 ) $ — $ 19,468 $ — Cross currency and interest rate swaps 151 (3,979 ) 24 (1,514 ) Interest rate swaps 58 17 129 (34 ) (19,765 ) (3,962 ) 19,621 (1,548 ) Realized (Loss) Gain Cross currency and interest rate swaps (165 ) 4,539 (434 ) (6,530 ) Interest rate swaps — (61 ) — (157 ) (165 ) 4,478 (434 ) (6,687 ) Total (Loss) Gain Contingent redemption features - Series A Preferred (19,974 ) — 19,468 — Cross currency and interest rate swaps (14 ) 560 (410 ) (8,044 ) Interest rate swaps 58 (44 ) 129 (191 ) (Loss) gain on derivatives, net $ (19,930 ) $ 516 $ 19,187 $ (8,235 ) The realized gain on derivatives during the three months ended September 30, 2016 was from foreign exchange forward contracts related to the sale of institutions in France that matured in July 2016. The realized loss on derivatives during the nine months ended September 30, 2016 was from a deal-contingent forward exchange swap agreement related to the sale of our Swiss and associated institutions, less the gain from the aforementioned foreign exchange forward contracts. 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 September 30, 2017 and December 31, 2016 , the estimated fair values of derivatives in a gain position were $29,721 and $4,464 , respectively; however, this carrying value relates almost entirely to the redemption rights of the holders of the Series A Preferred Stock, which do not expose us to credit risk. Our counterparty credit risk is currently limited to the 2024 Term Loan Interest Rate Swaps with aggregate fair values in a gain position of $1,407 as of September 30, 2017 . 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 September 30, 2017 , one institution which was rated Aa3, four 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 September 30, 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 $8,094 as of September 30, 2017 and $12,968 as of December 31, 2016 . |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 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. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 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 September 30, 2017 2016 Numerator used in basic and diluted (loss) earnings per common share: (Loss) income from continuing operations attributable to Laureate Education, Inc. $ (97,959 ) $ 86,317 Accretion of redemption value of redeemable noncontrolling interests and equity (105 ) 1,426 Adjusted for: accretion related to noncontrolling interests and equity redeemable at fair value — 756 Accretion of Series A convertible redeemable preferred stock (83,955 ) — Distributed and undistributed earnings to participating securities — (22 ) Accretion of Series A convertible redeemable preferred stock and other redeemable noncontrolling interests and equity (84,060 ) 2,160 Net (loss) income available to common stockholders $ (182,019 ) $ 88,477 Denominator used in basic and diluted (loss) earnings per common share: Basic weighted average shares outstanding 178,871 133,303 Effect of dilutive stock options — 828 Effect of dilutive restricted stock units — 98 Dilutive weighted average shares outstanding 178,871 134,229 Basic and diluted (loss) earnings per share: Basic (loss) earnings per share $ (1.02 ) $ 0.66 Diluted (loss) earnings per share $ (1.02 ) $ 0.66 For the nine months ended September 30, 2017 2016 Numerator used in basic and diluted (loss) earnings per common share: (Loss) income from continuing operations attributable to Laureate Education, Inc. $ (104,380 ) $ 330,539 Accretion of redemption value of redeemable noncontrolling interests and equity (635 ) 3,538 Adjusted for: accretion related to noncontrolling interests and equity redeemable at fair value (6,357 ) (201 ) Accretion of redemption value of Series A Preferred Stock (185,149 ) — Distributed and undistributed earnings to participating securities — (104 ) Accretion of Series A convertible redeemable preferred stock and other redeemable noncontrolling interests and equity (192,141 ) 3,233 Net (loss) income available to common stockholders $ (296,521 ) $ 333,772 Denominator used in basic and diluted (loss) earnings per common share: Basic weighted average shares outstanding 167,261 133,291 Effect of dilutive stock options — 858 Effect of dilutive restricted stock units — 68 Dilutive weighted average shares outstanding 167,261 134,217 Basic and diluted (loss) earnings per share: Basic (loss) earnings per share $ (1.77 ) $ 2.50 Diluted (loss) earnings per share $ (1.77 ) $ 2.49 The shares of Class A common stock that would be issued upon completion of the 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 For the nine months 2017 2016 2017 2016 Stock options 13,443 5,414 12,957 2,931 Restricted stock 843 168 730 131 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 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 for students who are eligible to complete their degrees by May 2018 and appropriate transfer opportunities for other students. The teach-out plan has been approved 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 $2,768 for its services during the nine months ended September 30, 2017 . During the nine months ended September 30, 2017 , we made payments of approximately $803 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 nine months ended September 30, 2017 , the maturity dates of five 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 fourth loan was made by the noncontrolling interest holder in April 2014 and the maturity date was extended from April 2017 to April 2019. The fifth loan was made by the noncontrolling interest holder in October 2015 and the maturity date was extended from April 2017 to October 2019. The total outstanding balance of these five loans, including accrued interest, at the extension dates was Moroccan Dirham (MAD) 74,262 (US $7,858 at September 30, 2017 ). Each of these loans bears an interest rate of 4.5% per annum. As of September 30, 2017 , we had total related party payables of $8,841 to the noncontrolling interest holder of LSEH for the outstanding balance on these loans plus accrued interest, of which $881 and $7,960 was recorded as current and noncurrent, respectively. China Transactions between China businesses and Noncontrolling Interest Holders of 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 and requested the court to auction a portion of the equity interest of the noncontrolling interest holders (being a 22.8% interest in the sponsoring entity of HIEU). The most recent round of the court auction process was held on August 21, 2017. At that auction, Guangdong Nanbo Education Investment Co. Ltd successfully bid approximately RMB 508,000 (approximately $77,000 as of September 30, 2017) for the shares being auctioned. It is expected that the sale of these shares will be completed before the end of 2017. 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 September 30, 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 | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 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, not later than October 18, 2017, 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 has contested the findings of the Annual Audit that they constituted an improper wealth transfer. Demands also were made in the Annual Audit for the return or payment to Bilgi, by October 18, 2017, of other amounts involving approximately $8,000 . The Company believes that Bilgi is in compliance with all laws and regulations. Bilgi exercised its right to appeal this decision to the YÖK to demonstrate the validity and value of the services procured from the Company subsidiary but the YÖK has rejected that appeal. Bilgi has appealed the YÖK’s rejection of its appeal to the Turkish court system and has not been reimbursed for any of the payments made to the Company’s subsidiary for the services described above. As a result, as of October 18, 2017, Bilgi is in non-compliance with certain requirements of the Annual Audit report. 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 September 30, 2017 and December 31, 2016 , Bilgi had total assets of approximately $134,000 and $83,000 , respectively, and total liabilities of $117,000 and $63,000 , respectively. Total liabilities include approximately $32,000 and $19,000 of net intercompany liabilities as of September 30, 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. Chilean Regulation - Higher Education Bill On July 5, 2016, the Chilean President submitted to the Chilean Congress a bill (the “2016 Higher Education Bill”) that was intended to change the entire regulatory landscape of higher education in Chile by, among other things, creating new special government administrative agencies and enhancing the requirements for institutional accreditation of higher education institutions. Following its submission to the Chilean Congress, the 2016 Higher Education Bill was subject to national debate among different constituencies in the higher education system. As a result of these discussions, the Chilean executive branch decided to replace the 2016 Higher Education Bill with a new submission that would take into consideration the main concerns that were raised during those discussions. These discussions identified, among other things, (i) the need to reinforce, improve and enhance the state-owned universities, separating their regulation from the regulation applicable to other educational institutions, (ii) the need to develop special regulations for technical education, (iii) the need to improve regulations concerning the compliance by private universities with the requirement that they not be operated for profit, and (iv) the need to grant universal access to educational institutions. In furtherance of these goals, on April 7, 2017, the Chilean executive branch submitted to the Chilean Congress a new bill (the “2017 Higher Education Bill”), which entirely supersedes the 2016 Higher Education Bill. The 2017 Higher Education Bill represents a simplified version of the 2016 Higher Education Bill and was based on the same principles and ideas as the earlier bill, as informed by the subsequent national debate on that bill. The 2017 Higher Education Bill considers the higher education system to be a mixed system composed of two subsystems, one for university education (including both state-owned institutions and private universities recognized by the state) and another for technical education (both state-owned technical training centers and private technical training centers and professional institutes). Among other things, the 2017 Higher Education Bill would create the Undersecretary of Higher Education, who would propose policies on higher education to the Ministry of Education and policies regarding access, inclusion, retention and graduation of higher education students. The Undersecretary of Higher Education would also propose the allocation and management of public funds and manage the procedures relating to the granting and revocation of the official recognition of higher education institutions. The Undersecretary of Higher Education would also generate and coordinate instances of participation and dialogue with and among higher education institutions, promoting the connection between these institutions and the secondary education system. The 2017 Higher Education Bill also includes new regulations applicable to not‑for‑profit educational institutions that would: (i) provide that their controllers and members can only be individuals, other not‑for‑profits or state‑owned entities; (ii) create the obligation to use their resources and reinvest their surplus or profits in the pursuit of their objectives and in enhancing the quality of the education they provide; (iii) create the obligation to have a board of directors, which cannot delegate its functions, and whose members cannot be removed unless approved by the majority of the board and for serious reasons; and (iv) prohibit related party transactions with their founders, controllers, members of the board, rector and their relatives or related entities, unless the counterparty to the transaction is another not‑for‑profit entity, or if the transaction involves entering into a labor agreement to carry out academic work for the educational institution. The bill provides further that in the event the educational institution enters into a related party transaction consistent with the above, or if such educational institution enters into a related party transaction with a different entity than those described above, such transaction also comply with the following requirements: (i) that it contribute to the best interests of the educational institution and to its mission and purpose; (ii) that the transaction be agreed under market conditions as to the price and general terms and conditions prevailing for such types of transactions; and (iii) that it be approved by a majority of the institution’s board of directors. The 2017 Higher Education Bill also would establish a new criminal felony of incompatible negotiations for those persons who, in their capacity of managing the educational institution’s assets, enter into any transaction with related parties having any personal interest or granting benefits to third parties without complying with the foregoing requirements. Among the sanctions for breaching such regulations, the person may be subject to imprisonment plus a fine of double the amount of the benefit that such person or entity had obtained. On July 17, 2017, the Chamber of Deputies, which is the lower house of the Chilean Congress, passed the 2017 Higher Education Bill, substantially in the form described above. The 2017 Higher Education Bill has now moved to the Chilean Senate, where it has been referred for consideration by the Senate Education Commission. Members of the Chamber of Deputies have announced that they intend to bring constitutional challenges to 16 provisions of the bill passed by the Chamber of Deputies. If the 2017 Higher Education Bill is passed by the Chilean Senate without resolving the challenged provisions, those provisions would be referred to the Chilean Constitutional Court for resolution prior to the bill taking effect. We are currently evaluating the effect the proposed 2017 Higher Education Bill would have on the Chilean institutions in the Laureate International Universities network if it is adopted in the form introduced in the Chilean Congress and approved by the Chamber of Deputies. We cannot predict whether or not the proposed 2017 Higher Education Bill will be adopted in this form or if it, or any part of it, will survive constitutional challenge, or if any higher education legislation will be adopted that would affect the institutions in the Laureate International Universities network. However, if any such legislation is adopted, it could have a material adverse effect on our results of operations and financial condition. As the Company currently consolidates certain of its institutions in Chile under the variable interest entity model, the Company will review such consolidation upon passage of any new higher education bill. Deconsolidation of one or more of our Chilean institutions, if required, could have a material adverse effect on our financial condition and results of operations. At September 30, 2017 and December 31, 2016 , the Chilean VIEs had total assets of approximately $806,000 and $687,000 , respectively, and total liabilities of $186,000 and $93,000 , respectively. Total assets include approximately $20,000 and $11,000 of net intercompany assets as of September 30, 2017 and December 31, 2016 , respectively, as well as goodwill balances that could be reallocated among the VIE and non-VIE businesses within the Chile reporting unit if deconsolidation of the VIEs were required. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 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 September 30, 2017 were as follows: Total Level 1 Level 2 Level 3 Assets Derivative instruments $ 29,721 $ — $ — $ 29,721 Liabilities Derivative instruments $ 8,094 $ — $ — $ 8,094 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 nine months ended September 30, 2017 were as follows: Total Assets (Liabilities) Balance December 31, 2016 $ (8,504 ) Gain (loss) included in earnings: Unrealized gains, net 19,621 Realized losses, net (434 ) Included in other comprehensive income 6,625 Included in issuance of Series A convertible redeemable Preferred Stock 4,382 Settlements 434 Currency translation adjustment (497 ) Balance September 30, 2017 $ 21,627 Unrealized gain, net relating to derivatives held at September 30, 2017 $ 19,621 The following table presents quantitative information regarding the significant unobservable inputs utilized in the fair value measurements of the Company's assets/(liabilities) classified as Level 3 as of September 30, 2017 : Fair Value at September 30, 2017 Valuation Technique Unobservable Input Range/Input Value Contingent redemption features - Series A Preferred Stock $ 28,314 Monte Carlo Simulation Method Credit Risk 5.05 % Derivative instruments - cross currency and interest rate swaps $ (6,687 ) Discounted Cash Flow Credit Risk 4.45 % |
Significant Accounting Polici26
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 | 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 therefore 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. Under ASC 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. 2017-12(ASU 2017-12), Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities On August 28, 2017, the Financial Accounting Standards Board (FASB) issued ASU 2017-12, which contains significant amendments to the hedge accounting model. The new guidance is intended to simplify the application of hedge accounting and should allow for more hedging strategies to qualify for hedge accounting. ASU 2017-12 also amends the presentation and disclosure requirements and changes how companies assess effectiveness. Public business entities like Laureate will have until the end of the first quarter in which a hedge is designated to perform an initial assessment of a hedge’s effectiveness. After initial qualification, the new guidance permits a qualitative effectiveness assessment for certain hedges instead of a quantitative test, such as a regression analysis, if the company can reasonably support an expectation of high effectiveness throughout the term of the hedge. An initial quantitative test to establish that the hedge relationship is highly effective is still required. The effective date of this ASU for Laureate is January 1, 2019. Early adoption is permitted in any interim period or fiscal year before the effective date. However, if the guidance is early adopted in an interim period, any adjustments would be reflected as of the beginning of the fiscal year that includes that interim period. Laureate is evaluating whether to early adopt this ASU as of January 1, 2018. ASU No. 2017-04 (ASU 2017-04), Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In January 2017, the 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 still evaluating the impact of ASU 2017-04 on our Consolidated Financial Statements and whether we will early adopt this ASU for goodwill impairment tests performed on testing dates after January 1, 2018. 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 and uneven rent payments. 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 have completed our diagnostic assessment and have established a cross-functional implementation team which is in the process of identifying changes to our accounting policies, business processes, systems and internal controls in preparation for the implementation. We 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. We do not currently plan to early adopt this ASU. 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 ASC 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 have completed our diagnostic assessment and are finalizing policies and processes relating to this ASU, which we plan to adopt 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 and quantifying the potential impact of other aspects of the standard, including variable consideration and costs to obtain a contract. We plan to elect modified retrospective adoption of this new standard. 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 September 30, 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 six operating segments: Brazil, Mexico, Andean & Iberian, Central America & U.S. Campuses, EMEAA and Online & Partnerships. 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 Quarterly Report on Form 10-Q for the period ended June 30, 2017, effective August 1, 2017, we changed our operating segments in order to realign our segments according to how our chief operating decision maker now allocates resources and assesses performance. The change includes the creation of three operating segments (Brazil, Mexico and Andean & Iberian) from the previous Latin America (LatAm) segment. Our institutions in Spain and Portugal (Iberian) have moved from the Europe, Middle East, Africa and Asia Pacific (EMEAA) segment and combined with our institutions in Chile and Peru to form the Andean & Iberian segment. In addition, our institutions in Central America, which were previously part of the LatAm segment, have combined with our campus-based institutions in the United States, which were previously part of the GPS segment, to form the Central America and U.S. Campuses segment. The Online & Partnerships segment consists of the online institutions that were previously part of the GPS segment. This change has been reflected in the quarterly segment information beginning in the third 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 change. Our campus-based segments generate revenues by providing an education that emphasizes professional-oriented fields of study with undergraduate and graduate degrees in a wide range of disciplines. Our educational offerings are increasingly utilizing online and hybrid (a combination of online and in-classroom) courses and programs to deliver their curriculum. Many of our largest campus-based operations are in developing markets which are experiencing a growing demand for higher education based on favorable demographics and increasing secondary completion rates, driving increases in participation rates and resulting in continued growth in the number of higher education students. Traditional higher education students (defined as 18-24 year olds) have historically been served by public universities, which have limited capacity and are often underfunded, resulting in an inability to meet the growing student demand and employer requirements. This supply and demand imbalance has created a market opportunity for private sector participants. Most students finance their own education. However, there are some government-sponsored student financing programs which are discussed below. These campus-based segments include Brazil, Mexico, Andean & Iberian, Central America & U.S. Campuses and EMEAA. Specifics related to each of these campus-based segments and our Online & Partnerships segment are discussed below: In Brazil, approximately 75% of post-secondary students are enrolled in private higher education institutions. While the federal government defines the national curricular guidelines, institutions are licensed to operate by city. Laureate owns 13 institutions in eight states throughout Brazil, with a particularly strong presence in the competitive São Paulo market. Many students finance their own education while others rely on the government-sponsored programs such as Prouni and FIES. Public universities in Mexico enroll approximately two-thirds of students attending post-secondary education. However, many public institutions are faced with capacity constraints or the quality of the education is considered low. Laureate owns two institutions and is present throughout the country with a footprint of over 40 campuses. Each institution in Mexico has a national license. Students in our Mexican institutions typically finance their own education. The Andean & Iberian segment includes institutions in Chile, Peru, Portugal and Spain and has contractual relationships with a licensed institution in Ecuador. In Chile, private universities enroll approximately 80% of post-secondary students. In Peru, the public sector plays a significant role but private universities are increasingly providing the capacity to meet growing demand. In Spain and Portugal, the high demand for post-secondary education places capacity constraints on the public sector, pushing students to turn to the private sector for high-quality education. Chile has government-sponsored student financing programs, while in the other countries students generally finance their own education. The Central America & U.S. Campuses segment includes institutions in Costa Rica, Honduras, Panama and the United States. Students in Central America typically finance their own education while students in the United States finance their education in a variety of ways, including Title IV programs. The EMEAA segment includes institutions in the European countries of Cyprus, Germany, Italy 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 manages nine licensed institutions in the Kingdom of Saudi Arabia and manages one additional institution in China through a joint venture arrangement. The Online & Partnerships segment includes fully online institutions operating globally that offer professionally-oriented degree programs in the United States through Walden University, a U.S.-based accredited institution, and through the University of Liverpool and the University of Roehampton in the United Kingdom. These online institutions primarily serve working adults with undergraduate and graduate degree program offerings. Students in the United States finance their education in a variety of ways, including Title IV 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 performance measure defined as Income (loss) from continuing operations before income taxes and equity in net income of affiliates, adding back the following items: (Loss) gain on sales of subsidiaries, net , Foreign currency exchange (loss) 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. We have also expanded the EiP initiative into other back- and mid-office areas. Certain non-recurring costs incurred in connection with the planned dispositions described in Note 4 , Assets Held for Sale , are also included in EiP. The increased EiP expenses during the nine months ended September 30, 2017 as compared to the nine months ended September 30, 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 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 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 nine months ended September 30, 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. |
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 Polici27
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of variable interest entities | The VIEs in Brazil and Mexico include several not-for-profit foundations that have insignificant revenues and operating expenses. Selected Consolidated Statements of Operations information for these VIEs was as follows: For the three months ended September 30, For the nine months ended September 30, 2017 2016 2017 2016 Selected Statements of Operations information: Revenues, by segment: Brazil $ 11 $ — $ 57 $ — Mexico — — — — Andean & Iberian 114,494 116,839 300,385 257,327 Central America & U.S. Campuses 16,350 15,113 47,362 44,088 EMEAA 42,662 41,919 176,177 187,454 Revenues 173,517 173,871 523,981 488,869 Depreciation and amortization 12,697 13,422 38,171 39,190 Operating (loss) income, by segment: Brazil (23 ) (17 ) (30 ) (60 ) Mexico (163 ) (105 ) (516 ) (492 ) Andean & Iberian 6,584 12,365 (3,567 ) (29,625 ) Central America & U.S. Campuses 910 406 1,873 212 EMEAA (11,510 ) (14,606 ) 8,377 5,075 Operating (loss) income (4,202 ) (1,957 ) 6,137 (24,890 ) Net income (loss) 378 1,563 23,418 (18,517 ) Net income (loss) attributable to Laureate Education, Inc. 1,265 2,707 22,284 (18,474 ) The following table reconciles the Net (loss) income 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 September 30, For the nine months ended September 30, 2017 2016 2017 2016 Net (loss) income attributable to Laureate Education, Inc.: Variable interest entities $ 1,265 $ 2,707 $ 22,284 $ (18,474 ) Other operations 49,968 61,132 264,644 387,008 Corporate and eliminations (149,192 ) 22,478 (391,308 ) (37,995 ) Net (loss) income attributable to Laureate Education, Inc. $ (97,959 ) $ 86,317 $ (104,380 ) $ 330,539 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: September 30, 2017 December 31, 2016 VIE Consolidated VIE Consolidated Balance Sheets data: Cash and cash equivalents $ 265,494 $ 504,962 $ 169,074 $ 464,965 Current assets held for sale 2,723 92,248 — — Other current assets 281,504 962,689 153,136 650,836 Total current assets 549,721 1,559,899 322,210 1,115,801 Goodwill 193,669 2,028,286 181,669 1,934,464 Tradenames 109,394 1,330,302 104,117 1,307,633 Other intangible assets, net — 43,206 — 46,700 Long-term assets held for sale 28,306 279,801 — — Other long-term assets 676,960 2,541,070 701,117 2,657,872 Total assets 1,558,050 7,782,564 1,309,113 7,062,470 Current liabilities held for sale 6,855 158,280 — — Current liabilities 497,470 1,736,699 320,922 1,440,232 Long-term liabilities held for sale 11,239 73,199 — — Long-term debt and other long-term liabilities 91,332 3,915,249 103,375 4,601,013 Total liabilities 606,896 5,883,427 424,297 6,041,245 Total stockholders' equity 951,154 1,582,229 884,816 664,392 Total stockholders' equity attributable to Laureate Education, Inc. 932,384 1,551,678 866,997 632,210 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Summary of the estimated fair values of all assets acquired and liabilities assumed | The following table summarizes the estimated fair value of all assets acquired and the liabilities assumed at the date of acquisition: CA Nursing Property and equipment $ 9,581 Goodwill 3,099 Other intangible assets 3,293 Total assets acquired 15,973 Current portion of long-term debt 166 Other current liabilities 5,960 Long-term debt, less current portion 7,267 Other long-term liabilities 1,745 Total liabilities 15,138 Net assets acquired attributable to Laureate Education, Inc. 835 Debt assumed 7,433 Net assets acquired attributable to Laureate Education, Inc. plus debt assumed $ 8,268 Net assets acquired $ 835 Net cash paid at acquisition $ 835 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of major classes of assets and liabilities reclassified to held for sale | The carrying amounts of the major classes of long-lived assets and liabilities that were reclassified to held for sale as of September 30, 2017 are presented in the following tables: Property and equipment, net $ 213,593 Goodwill 32,330 Tradenames 16,534 Other assets 17,344 Long-term assets held for sale $ 279,801 Long-term debt, including current portion $ 34,798 Other liabilities 196,681 Total liabilities held for sale $ 231,479 |
Due to Shareholders of Acquir30
Due to Shareholders of Acquired Companies (Tables) | 9 Months Ended |
Sep. 30, 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: September 30, 2017 December 31, 2016 Nominal Currency Interest Universidade Anhembi Morumbi (UAM Brazil) $ 46,475 $ 52,043 BRL CDI + 2% University of St. Augustine for Health Sciences, LLC 11,550 11,550 USD 7% Monash South Africa (MSA) 9,591 27,462 AUD n/a, 6.75% Universidad Tecnologica Centroamericana (UNITEC Honduras) 4,184 5,196 HNL IIBC CH Holding Netherlands B.V. (CH Holding) 3,885 8,587 USD n/a Faculdade Porto-Alegrense (FAPA) 3,132 2,973 BRL IGP-M IADE Group 2,358 2,755 EUR 3% Faculdades Metropolitanas Unidas Educacionais (FMU) — 100,382 BRL CDI Total due to shareholders of acquired companies 81,175 210,948 Less: Current portion of due to shareholders of acquired companies 28,881 118,679 Due to shareholders of acquired companies, less current portion $ 52,294 $ 92,269 AUD: Australian Dollar CDI: Certificados de Depósitos Interbancários (Brazil) BRL: Brazilian Real IIBC: Índice de Inflación del Banco Central (Honduras) EUR: European Euro IGP-M: General Index of Market Prices (Brazil) HNL: Honduran Lempira USD: United States Dollar |
Business and Geographic Segme31
Business and Geographic Segment Information (Tables) | 9 Months Ended |
Sep. 30, 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 Income (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 September 30, For the nine months ended September 30, 2017 2016 2017 2016 Revenues Brazil $ 170,497 $ 152,768 $ 547,971 $ 479,628 Mexico 141,175 140,400 451,993 455,130 Andean & Iberian 314,788 289,182 930,335 835,477 Central America & U.S. Campuses 69,598 65,602 219,081 207,142 EMEAA 126,353 116,967 468,339 584,979 Online & Partnerships 168,375 173,303 520,982 531,063 Corporate (7,392 ) (8,367 ) (21,935 ) (25,120 ) Revenues $ 983,394 $ 929,855 $ 3,116,766 $ 3,068,299 Adjusted EBITDA of reportable segments Brazil $ 9,138 $ 11,856 $ 61,289 $ 63,174 Mexico 6,465 24,775 78,590 89,292 Andean & Iberian 74,983 63,979 240,273 179,846 Central America & U.S. Campuses 9,731 7,472 38,480 31,657 EMEAA (13,655 ) (24,365 ) 54,166 67,951 Online & Partnerships 42,883 51,250 145,753 149,097 Total Adjusted EBITDA of reportable segments 129,545 134,967 618,551 581,017 Reconciling items: Corporate (42,976 ) (36,379 ) (141,556 ) (100,255 ) Depreciation and amortization expense (67,930 ) (66,824 ) (199,394 ) (202,735 ) Loss on impairment of assets — — — — Share-based compensation expense (8,632 ) (8,030 ) (43,969 ) (28,939 ) EiP expenses (15,703 ) (11,232 ) (58,344 ) (37,175 ) Operating (loss) income (5,696 ) 12,502 175,288 211,913 Interest income 5,840 3,437 14,994 13,305 Interest expense (76,454 ) (104,781 ) (278,049 ) (314,383 ) Loss on debt extinguishment — (15,682 ) (8,425 ) (17,363 ) (Loss) gain on derivatives (19,930 ) 516 19,187 (8,235 ) Other (expense) income, net (718 ) 353 (667 ) (964 ) Foreign currency exchange gain (loss), net 7,327 26,329 (109 ) 80,263 Gain (loss) on sales of subsidiaries, net — 155,151 (172 ) 398,412 (Loss) income from continuing operations before income taxes and equity in net income of affiliates $ (89,631 ) $ 77,825 $ (77,953 ) $ 362,948 September 30, 2017 December 31, 2016 Assets Brazil $ 1,288,014 $ 1,245,264 Mexico 1,087,323 972,171 Andean & Iberian 2,264,689 1,951,864 Central America & U.S. Campuses 339,816 345,238 EMEAA 1,147,354 958,883 Online & Partnerships 1,215,107 1,297,798 Corporate 440,261 291,252 Total assets $ 7,782,564 $ 7,062,470 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2017 was composed of the following items: Brazil Mexico Andean & Iberian Central America & U.S. Campuses EMEAA Online & Partnerships Total Goodwill $ 501,055 $ 480,985 $ 297,519 $ 154,759 $ 200,254 $ 459,787 $ 2,094,359 Accumulated impairment loss — — — (96,754 ) (63,141 ) — (159,895 ) Balance at December 31, 2016 501,055 480,985 297,519 58,005 137,113 459,787 1,934,464 Acquisitions — — — — 3,099 — 3,099 Dispositions — — — — (488 ) — (488 ) Reclassification to Long-term assets held for sale — — — — (32,330 ) — (32,330 ) Currency translation adjustments 16,286 75,101 19,748 — 11,506 900 123,541 Adjustments to prior acquisitions — — — — — — — Balance at September 30, 2017 $ 517,341 $ 556,086 $ 317,267 $ 58,005 $ 118,900 $ 460,687 $ 2,028,286 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt outstanding | Outstanding long-term debt was as follows: September 30, 2017 December 31, 2016 Senior long-term debt: Senior Secured Credit Facility (stated maturity dates April 2022 and April 2024 as of September 30, 2017; stated maturity dates June 2018, June 2019 and March 2021 as of December 31, 2016), net of discount $ 1,576,845 $ 1,497,869 Senior Notes (stated maturity dates May 2025 as of September 30, 2017 and September 2019 as of December 31, 2016), net of discount 800,000 1,388,036 Total senior long-term debt 2,376,845 2,885,905 Other debt: Lines of credit 51,065 66,081 Notes payable and other debt 626,687 650,184 Total senior and other debt 3,054,597 3,602,170 Capital lease obligations and sale-leaseback financings 261,650 250,842 Total long-term debt 3,316,247 3,853,012 Less: total unamortized deferred financing costs 105,839 44,648 Less: current portion of long-term debt 185,848 178,989 Long-term debt, less current portion $ 3,024,560 $ 3,629,375 |
Schedule estimated fair values of debt | The estimated fair value of our debt was as follows: September 30, 2017 December 31, 2016 Carrying amount Estimated fair value Carrying amount Estimated fair value Total senior and other debt $ 3,054,597 $ 3,118,539 $ 3,602,170 $ 3,632,853 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of redeemable noncontrolling interest | If the minority put arrangements were all exercised at September 30, 2017 , Laureate would be obligated to pay the noncontrolling interest holders an estimated amount of $11,911 , as summarized in the following table: Nominal Currency First Exercisable Date Estimated Value as of September 30, 2017 redeemable within Reported Noncontrolling interest holder put arrangements INTI Education Holdings Sdn Bhd (INTI) - 10% MYR Current $ 10,016 $ 10,016 Pearl Retail Solutions Private Limited and Creative Arts Education Society (Pearl) - 10% INR Current 1,835 1,835 Stamford International University (STIU) - Puttable preferred stock of TEDCO THB Current 60 60 Total noncontrolling interest holder put arrangements 11,911 11,911 Puttable common stock - currently redeemable USD Current 4 4 Puttable common stock - not currently redeemable USD * — 2,300 Total redeemable noncontrolling interests and equity $ 11,915 $ 14,215 * Contingently redeemable MYR: Malaysian Ringgit INR: Indian Rupee THB: Thai Baht |
Financing Receivables (Tables)
Financing Receivables (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Schedule of financing receivable | Laureate’s financing receivables balances were as follows: September 30, 2017 December 31, 2016 Financing receivables $ 36,501 $ 29,776 Allowance for doubtful accounts (8,289 ) (9,175 ) Financing receivables, net of allowances $ 28,212 $ 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 September 30, 2017 Amounts past due less than one year $ 11,317 $ 843 $ 12,160 Amounts past due one year or greater 3,850 1,424 5,274 Total past due (on non-accrual status) 15,167 2,267 17,434 Not past due 16,564 2,503 19,067 Total financing receivables $ 31,731 $ 4,770 $ 36,501 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 nine months ended September 30, 2017 and 2016 , grouped by country portfolio: Chile Other Total Balance at December 31, 2016 $ (6,209 ) $ (2,966 ) $ (9,175 ) Charge-offs 2,798 330 3,128 Recoveries — (36 ) (36 ) Reclassifications — 69 69 Provision (2,089 ) 93 (1,996 ) Currency adjustments (360 ) 81 (279 ) Balance at September 30, 2017 $ (5,860 ) $ (2,429 ) $ (8,289 ) Balance at December 31, 2015 $ (7,240 ) $ (3,336 ) $ (10,576 ) Charge-offs 3,525 104 3,629 Recoveries — (46 ) (46 ) Reclassifications — — — Provision (2,152 ) 181 (1,971 ) Currency adjustments (387 ) 97 (290 ) Balance at September 30, 2016 $ (6,254 ) $ (3,000 ) $ (9,254 ) |
Summary of troubled debt restructuring | The number of financing receivable accounts and the pre- and post-modification account balances modified under the terms of a TDR during the nine months ended September 30, 2017 and 2016 were as follows: Number of Financing Receivable Accounts Pre-Modification Balance Outstanding Post-Modification Balance Outstanding 2017 355 $ 1,838 $ 1,655 2016 559 $ 8,615 $ 5,986 The preceding table represents accounts modified under the terms of a TDR during the nine months ended September 30, 2017 , whereas the following table represents accounts modified as a TDR between January 1, 2016 and September 30, 2017 that subsequently defaulted during the nine months ended September 30, 2017 : Number of Financing Receivable Accounts Balance at Default Total 156 $ 721 The following table represents accounts modified as a TDR between January 1, 2015 and September 30, 2016 that subsequently defaulted during the nine months ended September 30, 2016 : Number of Financing Receivable Accounts Balance at Default Total 355 $ 1,089 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, For the nine months ended September 30, 2017 2016 2017 2016 Stock options, net of estimated forfeitures $ 4,590 $ 5,578 $ 33,421 $ 21,527 Restricted stock awards 4,042 2,235 10,548 6,897 Total non-cash stock compensation 8,632 7,813 43,969 28,424 Deferred compensation arrangement — 216 — 515 Total $ 8,632 $ 8,029 $ 43,969 $ 28,939 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 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 Additional paid-in capital (Accumulated deficit) retained earnings Accumulated other comprehensive (loss) income Non-controlling interests Total stockholders' equity Shares Amount Shares Amount Shares Amount 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 — — — — — — 43,969 — — — 43,969 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 — — — — 456,219 — — — 456,359 Conversion of Class B shares to Class A shares 1,032 4 (1,032 ) (4 ) — — — — — — — Note exchange transaction 18,683 75 — — — — 245,672 — — — 245,747 Vesting of restricted stock and exercise of stock options, net of shares withheld to satisfy tax withholding 34 — 231 1 — — (1,726 ) — — — (1,725 ) Reclassification to equity upon expiration of put right on share-based awards — — — — — — 5,500 — — — 5,500 Dividends to noncontrolling interests — — — — — — (889 ) — — — (889 ) Distributions to noncontrolling interest holders — — — — — — — — — (847 ) (847 ) Change in noncontrolling interests — — — — — — 1,104 — (1,164 ) 60 — Accretion of redeemable noncontrolling interests and equity — — — — — — (6,135 ) — — — (6,135 ) Accretion of Series A Convertible Redeemable Preferred Stock — — — — — — (185,149 ) — — — (185,149 ) Beneficial conversion feature for Series A Convertible Redeemable Preferred Stock — — — — — — 265,368 — — — 265,368 Reclassification of redeemable noncontrolling interests and equity — — — — — — — — — (834 ) (834 ) Net loss — — — — — — — (104,380 ) — (2,365 ) (106,745 ) Foreign currency translation adjustment, net of tax of $0 — — — — — — — — 194,238 2,355 196,593 Unrealized gain on derivatives, net of tax of $0 — — — — — — — — 6,625 — 6,625 Balance at September 30, 2017 54,749 $ 219 132,575 $ 531 — $ — $ 3,545,365 $ (1,142,081 ) $ (852,356 ) $ 30,551 $ 1,582,229 |
Schedule of accumulated other comprehensive income (loss) | The components of these balances were as follows: September 30, 2017 December 31, 2016 Laureate Education, Inc. Noncontrolling Interests Total Laureate Education, Inc. Noncontrolling Interests Total Foreign currency translation loss $ (851,148 ) $ 51 $ (851,097 ) $ (1,044,222 ) $ (2,304 ) $ (1,046,526 ) Unrealized gain (loss) on derivatives 1,407 — 1,407 (5,218 ) — (5,218 ) Minimum pension liability adjustment (2,615 ) — (2,615 ) (2,615 ) — (2,615 ) Accumulated other comprehensive (loss) income $ (852,356 ) $ 51 $ (852,305 ) $ (1,052,055 ) $ (2,304 ) $ (1,054,359 ) |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 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: September 30, 2017 December 31, 2016 Derivatives designated as hedging instruments: Long-term assets: Interest rate swaps $ 1,407 $ — Current liabilities: Interest rate swaps — 5,218 Derivatives not designated as hedging instruments: Long-term assets: Contingent redemption features - Series A Preferred Stock 28,314 4,464 Long-term liabilities: Cross currency and interest rate swaps 7,864 7,420 Interest rate swaps 230 330 Total derivative instrument assets $ 29,721 $ 4,464 Total derivative instrument liabilities $ 8,094 $ 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 were as follows: For the three months ended September 30 : Gain Recognized in Comprehensive Income Income Statement Location Loss Reclassified 2017 2016 2017 2016 Interest rate swaps $ 525 $ 2,386 Interest expense $ (972 ) $ (2,687 ) For the nine months ended September 30 : Gain Recognized in Comprehensive Income (Effective Portion) Income Statement Location Loss Reclassified 2017 2016 2017 2016 Interest rate swaps $ 6,625 $ 5,509 Interest expense $ (6,705 ) $ (8,002 ) |
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 For the nine months 2017 2016 2017 2016 Unrealized (Loss) Gain Contingent redemption features - Series A Preferred $ (19,974 ) $ — $ 19,468 $ — Cross currency and interest rate swaps 151 (3,979 ) 24 (1,514 ) Interest rate swaps 58 17 129 (34 ) (19,765 ) (3,962 ) 19,621 (1,548 ) Realized (Loss) Gain Cross currency and interest rate swaps (165 ) 4,539 (434 ) (6,530 ) Interest rate swaps — (61 ) — (157 ) (165 ) 4,478 (434 ) (6,687 ) Total (Loss) Gain Contingent redemption features - Series A Preferred (19,974 ) — 19,468 — Cross currency and interest rate swaps (14 ) 560 (410 ) (8,044 ) Interest rate swaps 58 (44 ) 129 (191 ) (Loss) gain on derivatives, net $ (19,930 ) $ 516 $ 19,187 $ (8,235 ) |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2017 2016 Numerator used in basic and diluted (loss) earnings per common share: (Loss) income from continuing operations attributable to Laureate Education, Inc. $ (97,959 ) $ 86,317 Accretion of redemption value of redeemable noncontrolling interests and equity (105 ) 1,426 Adjusted for: accretion related to noncontrolling interests and equity redeemable at fair value — 756 Accretion of Series A convertible redeemable preferred stock (83,955 ) — Distributed and undistributed earnings to participating securities — (22 ) Accretion of Series A convertible redeemable preferred stock and other redeemable noncontrolling interests and equity (84,060 ) 2,160 Net (loss) income available to common stockholders $ (182,019 ) $ 88,477 Denominator used in basic and diluted (loss) earnings per common share: Basic weighted average shares outstanding 178,871 133,303 Effect of dilutive stock options — 828 Effect of dilutive restricted stock units — 98 Dilutive weighted average shares outstanding 178,871 134,229 Basic and diluted (loss) earnings per share: Basic (loss) earnings per share $ (1.02 ) $ 0.66 Diluted (loss) earnings per share $ (1.02 ) $ 0.66 For the nine months ended September 30, 2017 2016 Numerator used in basic and diluted (loss) earnings per common share: (Loss) income from continuing operations attributable to Laureate Education, Inc. $ (104,380 ) $ 330,539 Accretion of redemption value of redeemable noncontrolling interests and equity (635 ) 3,538 Adjusted for: accretion related to noncontrolling interests and equity redeemable at fair value (6,357 ) (201 ) Accretion of redemption value of Series A Preferred Stock (185,149 ) — Distributed and undistributed earnings to participating securities — (104 ) Accretion of Series A convertible redeemable preferred stock and other redeemable noncontrolling interests and equity (192,141 ) 3,233 Net (loss) income available to common stockholders $ (296,521 ) $ 333,772 Denominator used in basic and diluted (loss) earnings per common share: Basic weighted average shares outstanding 167,261 133,291 Effect of dilutive stock options — 858 Effect of dilutive restricted stock units — 68 Dilutive weighted average shares outstanding 167,261 134,217 Basic and diluted (loss) earnings per share: Basic (loss) earnings per share $ (1.77 ) $ 2.50 Diluted (loss) earnings per share $ (1.77 ) $ 2.49 |
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 For the nine months 2017 2016 2017 2016 Stock options 13,443 5,414 12,957 2,931 Restricted stock 843 168 730 131 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2017 were as follows: Total Level 1 Level 2 Level 3 Assets Derivative instruments $ 29,721 $ — $ — $ 29,721 Liabilities Derivative instruments $ 8,094 $ — $ — $ 8,094 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 nine months ended September 30, 2017 were as follows: Total Assets (Liabilities) Balance December 31, 2016 $ (8,504 ) Gain (loss) included in earnings: Unrealized gains, net 19,621 Realized losses, net (434 ) Included in other comprehensive income 6,625 Included in issuance of Series A convertible redeemable Preferred Stock 4,382 Settlements 434 Currency translation adjustment (497 ) Balance September 30, 2017 $ 21,627 Unrealized gain, net relating to derivatives held at September 30, 2017 $ 19,621 |
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 assets/(liabilities) classified as Level 3 as of September 30, 2017 : Fair Value at September 30, 2017 Valuation Technique Unobservable Input Range/Input Value Contingent redemption features - Series A Preferred Stock $ 28,314 Monte Carlo Simulation Method Credit Risk 5.05 % Derivative instruments - cross currency and interest rate swaps $ (6,687 ) Discounted Cash Flow Credit Risk 4.45 % |
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 assets/(liabilities) classified as Level 3 as of September 30, 2017 : Fair Value at September 30, 2017 Valuation Technique Unobservable Input Range/Input Value Contingent redemption features - Series A Preferred Stock $ 28,314 Monte Carlo Simulation Method Credit Risk 5.05 % Derivative instruments - cross currency and interest rate swaps $ (6,687 ) Discounted Cash Flow Credit Risk 4.45 % |
Description of Business - Addit
Description of Business - Additional Information (Details) $ / shares in Units, $ in Thousands | Feb. 06, 2017$ / sharesshares | Jan. 31, 2017 | Sep. 30, 2017segmentshares | Mar. 31, 2017USD ($) | Jun. 30, 2017segment | Sep. 30, 2017segmentshares | Aug. 11, 2017$ / shares | Dec. 31, 2016shares |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock, shares authorized (in shares) | 0 | 0 | 175,000,000 | |||||
Reverse stock split | 0.25 | |||||||
Number of operating segments (segment) | segment | 6 | 3 | 6 | |||||
Class A Common Stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock, shares authorized (in shares) | 700,000,000 | 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 | $ 14 | ||||||
Net proceeds from initial public offering | $ | $ 456,359 |
Significant Accounting Polici42
Significant Accounting Policies - Schedule of Variable Interest Entities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues, by segment: | ||||||
Revenues | $ 983,394 | $ 929,855 | $ 3,116,766 | $ 3,068,299 | ||
Operating (loss) income, by segment: | ||||||
Operating (loss) income | (5,696) | 12,502 | 175,288 | 211,913 | ||
Net income (loss) | (103,490) | 80,930 | (106,745) | 327,722 | ||
Net income (loss) attributable to Laureate Education, Inc. | (97,959) | 86,317 | (104,380) | 330,539 | ||
Balance Sheets data: | ||||||
Cash and cash equivalents | 504,962 | 481,471 | 504,962 | 481,471 | $ 464,965 | $ 458,673 |
Current assets held for sale | 92,248 | 92,248 | 0 | |||
Other current assets | 962,689 | 962,689 | 650,836 | |||
Total current assets (includes VIE amounts of $549,721 and $322,210, see Note 2) | 1,559,899 | 1,559,899 | 1,115,801 | |||
Goodwill | 2,028,286 | 2,028,286 | 1,934,464 | |||
Tradenames | 1,330,302 | 1,330,302 | 1,307,633 | |||
Other intangible assets, net | 43,206 | 43,206 | 46,700 | |||
Long-term assets held for sale | 279,801 | 279,801 | 0 | |||
Other long-term assets | 2,541,070 | 2,541,070 | 2,657,872 | |||
Total assets (includes VIE amounts of $1,558,050 and $1,309,113, see Note 2) | 7,782,564 | 7,782,564 | 7,062,470 | |||
Current liabilities held for sale | 158,280 | 158,280 | 0 | |||
Current liabilities | 1,736,699 | 1,736,699 | 1,440,232 | |||
Long-term liabilities held for sale | 73,199 | 73,199 | 0 | |||
Long-term debt and other long-term liabilities | 3,915,249 | 3,915,249 | 4,601,013 | |||
Total liabilities (includes VIE amounts of $606,896 and $424,297, see Note 2) | 5,883,427 | 5,883,427 | 6,041,245 | |||
Total stockholders' equity | 1,582,229 | 1,582,229 | 664,392 | |||
Total stockholders' equity attributable to Laureate Education, Inc. | 1,551,678 | 1,551,678 | 632,210 | |||
Brazil | ||||||
Balance Sheets data: | ||||||
Goodwill | 517,341 | 517,341 | 501,055 | |||
Mexico | ||||||
Balance Sheets data: | ||||||
Goodwill | 556,086 | 556,086 | 480,985 | |||
Andean & Iberian | ||||||
Balance Sheets data: | ||||||
Goodwill | 317,267 | 317,267 | 297,519 | |||
Central America & U.S. Campuses | ||||||
Balance Sheets data: | ||||||
Goodwill | 58,005 | 58,005 | 58,005 | |||
EMEAA | ||||||
Balance Sheets data: | ||||||
Goodwill | 118,900 | 118,900 | 137,113 | |||
Operating Segments | ||||||
Revenues, by segment: | ||||||
Revenues | 983,394 | 929,855 | 3,116,766 | 3,068,299 | ||
Operating Segments | Brazil | ||||||
Revenues, by segment: | ||||||
Revenues | 170,497 | 152,768 | 547,971 | 479,628 | ||
Balance Sheets data: | ||||||
Total assets (includes VIE amounts of $1,558,050 and $1,309,113, see Note 2) | 1,288,014 | 1,288,014 | 1,245,264 | |||
Operating Segments | Mexico | ||||||
Revenues, by segment: | ||||||
Revenues | 141,175 | 140,400 | 451,993 | 455,130 | ||
Balance Sheets data: | ||||||
Total assets (includes VIE amounts of $1,558,050 and $1,309,113, see Note 2) | 1,087,323 | 1,087,323 | 972,171 | |||
Operating Segments | Andean & Iberian | ||||||
Revenues, by segment: | ||||||
Revenues | 314,788 | 289,182 | 930,335 | 835,477 | ||
Balance Sheets data: | ||||||
Total assets (includes VIE amounts of $1,558,050 and $1,309,113, see Note 2) | 2,264,689 | 2,264,689 | 1,951,864 | |||
Operating Segments | Central America & U.S. Campuses | ||||||
Revenues, by segment: | ||||||
Revenues | 69,598 | 65,602 | 219,081 | 207,142 | ||
Balance Sheets data: | ||||||
Total assets (includes VIE amounts of $1,558,050 and $1,309,113, see Note 2) | 339,816 | 339,816 | 345,238 | |||
Operating Segments | EMEAA | ||||||
Revenues, by segment: | ||||||
Revenues | 126,353 | 116,967 | 468,339 | 584,979 | ||
Balance Sheets data: | ||||||
Total assets (includes VIE amounts of $1,558,050 and $1,309,113, see Note 2) | 1,147,354 | 1,147,354 | 958,883 | |||
Other operations | ||||||
Revenues, by segment: | ||||||
Depreciation and amortization | 67,930 | 66,824 | 199,394 | 202,735 | ||
Operating (loss) income, by segment: | ||||||
Operating (loss) income | (5,696) | 12,502 | 175,288 | 211,913 | ||
Net income (loss) attributable to Laureate Education, Inc. | 49,968 | 61,132 | 264,644 | 387,008 | ||
Corporate and eliminations | ||||||
Revenues, by segment: | ||||||
Revenues | (7,392) | (8,367) | (21,935) | (25,120) | ||
Operating (loss) income, by segment: | ||||||
Net income (loss) attributable to Laureate Education, Inc. | (149,192) | 22,478 | (391,308) | (37,995) | ||
Variable Interest Entity, Primary Beneficiary | ||||||
Balance Sheets data: | ||||||
Cash and cash equivalents | 265,494 | 265,494 | 169,074 | |||
Current assets held for sale | 2,723 | 2,723 | 0 | |||
Other current assets | 281,504 | 281,504 | 153,136 | |||
Total current assets (includes VIE amounts of $549,721 and $322,210, see Note 2) | 549,721 | 549,721 | 322,210 | |||
Goodwill | 193,669 | 193,669 | 181,669 | |||
Tradenames | 109,394 | 109,394 | 104,117 | |||
Other intangible assets, net | 0 | 0 | 0 | |||
Long-term assets held for sale | 28,306 | 28,306 | 0 | |||
Other long-term assets | 676,960 | 676,960 | 701,117 | |||
Total assets (includes VIE amounts of $1,558,050 and $1,309,113, see Note 2) | 1,558,050 | 1,558,050 | 1,309,113 | |||
Current liabilities held for sale | 6,855 | 6,855 | 0 | |||
Current liabilities | 497,470 | 497,470 | 320,922 | |||
Long-term liabilities held for sale | 11,239 | 11,239 | 0 | |||
Long-term debt and other long-term liabilities | 91,332 | 91,332 | 103,375 | |||
Total liabilities (includes VIE amounts of $606,896 and $424,297, see Note 2) | 606,896 | 606,896 | 424,297 | |||
Total stockholders' equity | 951,154 | 951,154 | 884,816 | |||
Total stockholders' equity attributable to Laureate Education, Inc. | 932,384 | 932,384 | $ 866,997 | |||
Variable Interest Entity, Primary Beneficiary | Operating Segments | ||||||
Revenues, by segment: | ||||||
Revenues | 173,517 | 173,871 | 523,981 | 488,869 | ||
Depreciation and amortization | 12,697 | 13,422 | 38,171 | 39,190 | ||
Operating (loss) income, by segment: | ||||||
Operating (loss) income | (4,202) | (1,957) | 6,137 | (24,890) | ||
Net income (loss) | 378 | 1,563 | 23,418 | (18,517) | ||
Net income (loss) attributable to Laureate Education, Inc. | 1,265 | 2,707 | 22,284 | (18,474) | ||
Variable Interest Entity, Primary Beneficiary | Operating Segments | Brazil | ||||||
Revenues, by segment: | ||||||
Revenues | 11 | 0 | 57 | 0 | ||
Operating (loss) income, by segment: | ||||||
Operating (loss) income | (23) | (17) | (30) | (60) | ||
Variable Interest Entity, Primary Beneficiary | Operating Segments | Mexico | ||||||
Revenues, by segment: | ||||||
Revenues | 0 | 0 | 0 | 0 | ||
Operating (loss) income, by segment: | ||||||
Operating (loss) income | (163) | (105) | (516) | (492) | ||
Variable Interest Entity, Primary Beneficiary | Operating Segments | Andean & Iberian | ||||||
Revenues, by segment: | ||||||
Revenues | 114,494 | 116,839 | 300,385 | 257,327 | ||
Operating (loss) income, by segment: | ||||||
Operating (loss) income | 6,584 | 12,365 | (3,567) | (29,625) | ||
Variable Interest Entity, Primary Beneficiary | Operating Segments | Central America & U.S. Campuses | ||||||
Revenues, by segment: | ||||||
Revenues | 16,350 | 15,113 | 47,362 | 44,088 | ||
Operating (loss) income, by segment: | ||||||
Operating (loss) income | 910 | 406 | 1,873 | 212 | ||
Variable Interest Entity, Primary Beneficiary | Operating Segments | EMEAA | ||||||
Revenues, by segment: | ||||||
Revenues | 42,662 | 41,919 | 176,177 | 187,454 | ||
Operating (loss) income, by segment: | ||||||
Operating (loss) income | $ (11,510) | $ (14,606) | $ 8,377 | $ 5,075 |
Significant Accounting Polici43
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 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) AUD in Thousands, $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Jun. 30, 2017USD ($) | Jun. 30, 2017AUD | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | |
Business Acquisition [Line Items] | ||||
Business acquisitions, net of cash acquired | $ 835 | $ 0 | ||
Careers Australia | ||||
Business Acquisition [Line Items] | ||||
Business acquisitions, net of cash acquired | $ 835 | AUD 1,107 | ||
Debt assumed | $ 7,433 | AUD 9,850 |
Acquisitions - Summary of asse
Acquisitions - Summary of assets acquired and the liabilities assumed in acquisition (Details) AUD in Thousands, $ in Thousands | 1 Months Ended | 9 Months Ended | |||
Jun. 30, 2017USD ($) | Jun. 30, 2017AUD | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 2,028,286 | $ 1,934,464 | |||
Net cash paid at acquisition | $ 835 | $ 0 | |||
Careers Australia | |||||
Business Acquisition [Line Items] | |||||
Property and equipment | $ 9,581 | ||||
Goodwill | 3,099 | ||||
Other intangible assets | 3,293 | ||||
Total assets acquired | 15,973 | ||||
Current portion of long-term debt | 166 | ||||
Other current liabilities | 5,960 | ||||
Long-term debt, less current portion | 7,267 | ||||
Other long-term liabilities | 1,745 | ||||
Total liabilities | 15,138 | ||||
Net assets acquired attributable to Laureate Education, Inc. | 835 | ||||
Debt assumed | 7,433 | AUD 9,850 | |||
Net assets acquired attributable to Laureate Education, Inc. plus debt assumed | 8,268 | ||||
Net assets acquired | 835 | ||||
Net cash paid at acquisition | $ 835 | AUD 1,107 |
Assets Held for Sale - Summary
Assets Held for Sale - Summary of Major Classes of Assets and Liabilities Reclassified to Held for Sale (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Long-term assets held for sale | $ 279,801 | $ 0 |
Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Property and equipment, net | 213,593 | |
Goodwill | 32,330 | |
Tradenames | 16,534 | |
Other assets | 17,344 | |
Long-term assets held for sale | 279,801 | |
Long-term debt, including current portion | 34,798 | |
Other liabilities | 196,681 | |
Total liabilities held for sale | $ 231,479 |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenues of the disposal groups | $ 159,000 | $ 154,000 |
Due to Shareholders of Acquir48
Due to Shareholders of Acquired Companies - Summary of Amounts Due to Shareholders of Acquired Companies (Details) BRL in Thousands, $ in Thousands | 9 Months Ended | ||
Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 12, 2014BRL | |
Business Acquisition [Line Items] | |||
Total due to shareholders of acquired companies | $ 81,175 | $ 210,948 | |
Less: Current portion of due to shareholders of acquired companies | 28,881 | 118,679 | |
Due to shareholders of acquired companies, less current portion | 52,294 | 92,269 | |
Universidade Anhembi Morumbi (UAM Brazil) | |||
Business Acquisition [Line Items] | |||
Total due to shareholders of acquired companies | $ 46,475 | 52,043 | |
Universidade Anhembi Morumbi (UAM Brazil) | Certificados de Depósitos Interbancários (CDI) | Notes Payable | |||
Business Acquisition [Line Items] | |||
Basis spread on variable rate | 2.00% | ||
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% | ||
Monash South Africa (MSA) | |||
Business Acquisition [Line Items] | |||
Total due to shareholders of acquired companies | $ 9,591 | 27,462 | |
Monash South Africa (MSA) | Notes Payable | |||
Business Acquisition [Line Items] | |||
Interest Rate % | 6.75% | ||
Universidad Tecnologica Centroamericana (UNITEC Honduras) | |||
Business Acquisition [Line Items] | |||
Total due to shareholders of acquired companies | $ 4,184 | 5,196 | |
CH Holding Netherlands B.V. (CH Holding) | |||
Business Acquisition [Line Items] | |||
Total due to shareholders of acquired companies | 3,885 | 8,587 | |
Faculdade Porto-Alegrense (FAPA) | |||
Business Acquisition [Line Items] | |||
Total due to shareholders of acquired companies | 3,132 | 2,973 | |
IADE Group | |||
Business Acquisition [Line Items] | |||
Total due to shareholders of acquired companies | $ 2,358 | 2,755 | |
IADE Group | Notes Payable | |||
Business Acquisition [Line Items] | |||
Interest Rate % | 3.00% | ||
Faculdades Metropolitanas Unidas Educacionais (FMU) | |||
Business Acquisition [Line Items] | |||
Total due to shareholders of acquired companies | $ 0 | $ 100,382 | BRL 250,000 |
Due to Shareholders of Acquir49
Due to Shareholders of Acquired Companies - Additional Information (Details) € in Thousands, BRL in Thousands, $ in Thousands | Sep. 12, 2017USD ($) | Sep. 12, 2017BRL | Jun. 30, 2017USD ($) | Jun. 30, 2017EUR (€) | Jun. 30, 2017tranche | Sep. 30, 2017USD ($) | Sep. 30, 2017EUR (€) | Dec. 31, 2016USD ($) | Sep. 12, 2014BRL |
Business Acquisition [Line Items] | |||||||||
Promissory notes payable | $ 81,175 | $ 210,948 | |||||||
IADE Group | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of payment tranches (tranche) | tranche | 2 | ||||||||
Payment tranche, value | € | € 1,000 | ||||||||
Payment term for tranche one | 36 months | ||||||||
Payment term for tranche two | 60 months | ||||||||
Promissory notes payable | 2,358 | 2,755 | |||||||
Faculdades Metropolitanas Unidas Educacionais (FMU) | |||||||||
Business Acquisition [Line Items] | |||||||||
Promissory notes payable | $ 0 | $ 100,382 | BRL 250,000 | ||||||
Notes Payable | IADE Group | |||||||||
Business Acquisition [Line Items] | |||||||||
Liability settled | $ 694 | € 639 | |||||||
Notes Payable | Faculdades Metropolitanas Unidas Educacionais (FMU) | |||||||||
Business Acquisition [Line Items] | |||||||||
Liability settled | $ 114,578 | BRL 358,606 |
Business and Geographic Segme50
Business and Geographic Segment Information - Additional Information (Details) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2017segment | Sep. 30, 2017campusstatelicensed_institutioneducational_institution | |
Segment Reporting Information [Line Items] | ||
Number of additional operating segments created (segment) | segment | 3 | |
Brazil | ||
Segment Reporting Information [Line Items] | ||
Number of postsecondary educational institutions (educational institution) | educational_institution | 13 | |
Number of states in which entity operates (state) | state | 8 | |
Mexico | ||
Segment Reporting Information [Line Items] | ||
Number of postsecondary educational institutions (educational institution) | educational_institution | 2 | |
Number of campuses of postsecondary educational institutions (campus) | campus | 40 | |
Saudi Arabia | ||
Segment Reporting Information [Line Items] | ||
Number of licensed institutions managed through joint venture arrangements (licensed institution) | licensed_institution | 9 | |
China | ||
Segment Reporting Information [Line Items] | ||
Number of licensed institutions managed through joint venture arrangements (licensed institution) | licensed_institution | 1 |
Business and Geographic Segme51
Business and Geographic Segment Information - Schedule of Segment Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Revenues | |||||
Revenues | $ 983,394 | $ 929,855 | $ 3,116,766 | $ 3,068,299 | |
Adjusted EBITDA of reportable segments | |||||
Total Adjusted EBITDA of reportable segments | 129,545 | 134,967 | 618,551 | 581,017 | |
Reconciling items: | |||||
Share-based compensation expense | (8,632) | (7,813) | (43,969) | (28,424) | |
Operating (loss) income | (5,696) | 12,502 | 175,288 | 211,913 | |
Interest income | 5,840 | 3,437 | 14,994 | 13,305 | |
Interest expense | (76,454) | (104,781) | (278,049) | (314,383) | |
Loss on debt extinguishment | 0 | (15,682) | (8,425) | (17,363) | |
(Loss) gain on derivatives | (19,930) | 516 | 19,187 | (8,235) | |
Other (expense) income, net | (718) | 353 | (667) | (964) | |
Foreign currency exchange (loss) gain, net | 7,327 | 26,329 | (109) | 80,263 | |
Gain (loss) on sales of subsidiaries, net | 0 | 155,151 | (172) | 398,412 | |
(Loss) income from continuing operations before income taxes and equity in net income of affiliates | (89,631) | 77,825 | (77,953) | 362,948 | |
Assets | |||||
Assets | 7,782,564 | 7,782,564 | $ 7,062,470 | ||
Operating Segments | |||||
Revenues | |||||
Revenues | 983,394 | 929,855 | 3,116,766 | 3,068,299 | |
Corporate | |||||
Revenues | |||||
Revenues | (7,392) | (8,367) | (21,935) | (25,120) | |
Reconciling items: | |||||
Reconciling items: | |||||
Corporate | (42,976) | (36,379) | (141,556) | (100,255) | |
Depreciation and amortization expense | (67,930) | (66,824) | (199,394) | (202,735) | |
Loss on impairment of assets | 0 | 0 | 0 | 0 | |
Share-based compensation expense | (8,632) | (8,030) | (43,969) | (28,939) | |
EiP expenses | (15,703) | (11,232) | (58,344) | (37,175) | |
Operating (loss) income | (5,696) | 12,502 | 175,288 | 211,913 | |
Interest income | 5,840 | 3,437 | 14,994 | 13,305 | |
Interest expense | (76,454) | (104,781) | (278,049) | (314,383) | |
Loss on debt extinguishment | 0 | (15,682) | (8,425) | (17,363) | |
(Loss) gain on derivatives | (19,930) | 516 | 19,187 | (8,235) | |
Other (expense) income, net | (718) | 353 | (667) | (964) | |
Foreign currency exchange (loss) gain, net | 7,327 | 26,329 | (109) | 80,263 | |
Gain (loss) on sales of subsidiaries, net | 0 | 155,151 | (172) | 398,412 | |
Corporate | |||||
Assets | |||||
Assets | 440,261 | 440,261 | 291,252 | ||
Brazil | Operating Segments | |||||
Revenues | |||||
Revenues | 170,497 | 152,768 | 547,971 | 479,628 | |
Adjusted EBITDA of reportable segments | |||||
Total Adjusted EBITDA of reportable segments | 9,138 | 11,856 | 61,289 | 63,174 | |
Assets | |||||
Assets | 1,288,014 | 1,288,014 | 1,245,264 | ||
Mexico | Operating Segments | |||||
Revenues | |||||
Revenues | 141,175 | 140,400 | 451,993 | 455,130 | |
Adjusted EBITDA of reportable segments | |||||
Total Adjusted EBITDA of reportable segments | 6,465 | 24,775 | 78,590 | 89,292 | |
Assets | |||||
Assets | 1,087,323 | 1,087,323 | 972,171 | ||
Andean & Iberian | Operating Segments | |||||
Revenues | |||||
Revenues | 314,788 | 289,182 | 930,335 | 835,477 | |
Adjusted EBITDA of reportable segments | |||||
Total Adjusted EBITDA of reportable segments | 74,983 | 63,979 | 240,273 | 179,846 | |
Assets | |||||
Assets | 2,264,689 | 2,264,689 | 1,951,864 | ||
Central America & U.S. Campuses | Operating Segments | |||||
Revenues | |||||
Revenues | 69,598 | 65,602 | 219,081 | 207,142 | |
Adjusted EBITDA of reportable segments | |||||
Total Adjusted EBITDA of reportable segments | 9,731 | 7,472 | 38,480 | 31,657 | |
Assets | |||||
Assets | 339,816 | 339,816 | 345,238 | ||
EMEAA | Operating Segments | |||||
Revenues | |||||
Revenues | 126,353 | 116,967 | 468,339 | 584,979 | |
Adjusted EBITDA of reportable segments | |||||
Total Adjusted EBITDA of reportable segments | (13,655) | (24,365) | 54,166 | 67,951 | |
Assets | |||||
Assets | 1,147,354 | 1,147,354 | 958,883 | ||
Online & Partnerships | Operating Segments | |||||
Revenues | |||||
Revenues | 168,375 | 173,303 | 520,982 | 531,063 | |
Adjusted EBITDA of reportable segments | |||||
Total Adjusted EBITDA of reportable segments | 42,883 | $ 51,250 | 145,753 | $ 149,097 | |
Assets | |||||
Assets | $ 1,215,107 | $ 1,215,107 | $ 1,297,798 |
Goodwill - Summary of Change in
Goodwill - Summary of Change in the Net Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | ||
Goodwill | $ 2,094,359 | |
Accumulated impairment loss | (159,895) | |
Goodwill [Roll Forward] | ||
Balance, beginning of period | $ 1,934,464 | |
Acquisitions | 3,099 | |
Dispositions | (488) | |
Reclassification to Long-term assets held for sale | (32,330) | |
Currency translation adjustments | 123,541 | |
Adjustments to prior acquisitions | 0 | |
Balance, end of period | 2,028,286 | |
Brazil | ||
Goodwill [Line Items] | ||
Goodwill | 501,055 | |
Accumulated impairment loss | 0 | |
Goodwill [Roll Forward] | ||
Balance, beginning of period | 501,055 | |
Acquisitions | 0 | |
Dispositions | 0 | |
Reclassification to Long-term assets held for sale | 0 | |
Currency translation adjustments | 16,286 | |
Adjustments to prior acquisitions | 0 | |
Balance, end of period | 517,341 | |
Mexico | ||
Goodwill [Line Items] | ||
Goodwill | 480,985 | |
Accumulated impairment loss | 0 | |
Goodwill [Roll Forward] | ||
Balance, beginning of period | 480,985 | |
Acquisitions | 0 | |
Dispositions | 0 | |
Reclassification to Long-term assets held for sale | 0 | |
Currency translation adjustments | 75,101 | |
Adjustments to prior acquisitions | 0 | |
Balance, end of period | 556,086 | |
Andean & Iberian | ||
Goodwill [Line Items] | ||
Goodwill | 297,519 | |
Accumulated impairment loss | 0 | |
Goodwill [Roll Forward] | ||
Balance, beginning of period | 297,519 | |
Acquisitions | 0 | |
Dispositions | 0 | |
Reclassification to Long-term assets held for sale | 0 | |
Currency translation adjustments | 19,748 | |
Adjustments to prior acquisitions | 0 | |
Balance, end of period | 317,267 | |
Central America & U.S. Campuses | ||
Goodwill [Line Items] | ||
Goodwill | 154,759 | |
Accumulated impairment loss | (96,754) | |
Goodwill [Roll Forward] | ||
Balance, beginning of period | 58,005 | |
Acquisitions | 0 | |
Dispositions | 0 | |
Reclassification to Long-term assets held for sale | 0 | |
Currency translation adjustments | 0 | |
Adjustments to prior acquisitions | 0 | |
Balance, end of period | 58,005 | |
EMEAA | ||
Goodwill [Line Items] | ||
Goodwill | 200,254 | |
Accumulated impairment loss | (63,141) | |
Goodwill [Roll Forward] | ||
Balance, beginning of period | 137,113 | |
Acquisitions | 3,099 | |
Dispositions | (488) | |
Reclassification to Long-term assets held for sale | (32,330) | |
Currency translation adjustments | 11,506 | |
Adjustments to prior acquisitions | 0 | |
Balance, end of period | 118,900 | |
Online & Partnerships | ||
Goodwill [Line Items] | ||
Goodwill | 459,787 | |
Accumulated impairment loss | $ 0 | |
Goodwill [Roll Forward] | ||
Balance, beginning of period | 459,787 | |
Acquisitions | 0 | |
Dispositions | 0 | |
Reclassification to Long-term assets held for sale | 0 | |
Currency translation adjustments | 900 | |
Adjustments to prior acquisitions | 0 | |
Balance, end of period | $ 460,687 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Outstanding (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 3,316,247 | $ 3,853,012 |
Capital lease obligations and sale-leaseback financings | 261,650 | 250,842 |
Less: total unamortized deferred financing costs | 105,839 | 44,648 |
Less: current portion of long-term debt | 185,848 | 178,989 |
Long-term debt, less current portion | 3,024,560 | 3,629,375 |
Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Debt Instrument [Line Items] | ||
Long-term debt, including current portion | 34,798 | |
Liabilities Held For Sale | Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Debt Instrument [Line Items] | ||
Long-term debt, including current portion | 34,798 | |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 800,000 | 1,388,036 |
Lines of credit | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 51,065 | 66,081 |
Notes payable and other debt | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 626,687 | 650,184 |
Senior and Other Debt | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 3,054,597 | 3,602,170 |
Senior Long-term Debt | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 2,376,845 | 2,885,905 |
Secured Credit Facility | Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 1,576,845 | $ 1,497,869 |
Debt - Debt Refinancing and Sen
Debt - Debt Refinancing and Senior Notes Due 2019 Exchange Transaction (Details) - USD ($) | Aug. 11, 2017 | Apr. 26, 2017 | Apr. 21, 2017 | Mar. 01, 2017 | Apr. 15, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Feb. 06, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||||||||||
Debt outstanding | $ 3,316,247,000 | $ 3,853,012,000 | ||||||||
Repurchase payments of long term debt | 2,695,511,000 | $ 1,037,591,000 | ||||||||
Class A Common Stock | ||||||||||
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% | |||||||||
Class A Common Stock | IPO | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Sale of common stock in IPO (in dollars per share) | $ 14 | $ 14 | ||||||||
Second Amended and Restated Credit Agreement | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowing under credit facility | 0 | |||||||||
Second Amended and Restated Credit Agreement | Letter of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity under credit facility | $ 141,000,000 | |||||||||
Second Amended and Restated Credit Agreement | Revolving Credit Facility and Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Incremental borrowing capacity | $ 300,000,000 | |||||||||
Debt to consolidated EBITDA ratio | 275.00% | |||||||||
Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt outstanding | 800,000,000 | 1,388,036,000 | ||||||||
Senior Notes | Senior Notes Due 2019 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 9.25% | |||||||||
Amount of debt to be exchanged | $ 250,000,000 | |||||||||
Repurchase price, percent | 104.625% | |||||||||
Debt outstanding | $ 1,125,443,000 | |||||||||
Redemption price | 1,177,495,000 | |||||||||
Principal amount redeemed | $ 1,205,630,000 | |||||||||
Shares converted (in shares) | 18,683,000 | |||||||||
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 | |||||||||
Payment for interest and special interest accrued | $ 11,100,000 | |||||||||
Period for repurchase of additional principal amount | 60 days | |||||||||
Amount able to be purchased after IPO | $ 62,500,000 | |||||||||
Repurchase of aggregate principal amount | $ 22,556,000 | |||||||||
Repurchase payments of long term debt | $ 23,599,000 | |||||||||
Senior Notes | The Senior Notes due 2025 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt outstanding | $ 800,000,000 | |||||||||
Senior Notes | The Senior Notes due 2025 | Debt Instrument, Redemption, Period One | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 8.25% | |||||||||
Repurchase price, percent | 106.188% | |||||||||
Senior Notes | The Senior Notes due 2025 | Debt Instrument, Redemption, Period Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repurchase price, percent | 100.00% | |||||||||
Senior Notes | The Senior Notes due 2025 | Debt Instrument, Redemption, Period Three | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repurchase price, percent | 108.25% | |||||||||
Percentage of principal amount redeemed | 40.00% | |||||||||
Senior Notes | The Senior Notes due 2025 | Debt Instrument, Redemption, Period Four | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repurchase price, percent | 100.00% | |||||||||
Convertible Debt | Exchanged Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amount of debt to be exchanged | $ 250,000,000 | |||||||||
Debt issuance costs | 70,800,000 | |||||||||
Write off of deferred debt issuance costs | (8,425,000) | |||||||||
Convertible Debt | Exchanged Notes | General and Administrative Expense | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loss on modification of debt | 22,800,000 | |||||||||
Lines of credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt outstanding | 51,065,000 | $ 66,081,000 | ||||||||
Lines of credit | New Credit Agreement | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity under credit facility | $ 385,000,000 | |||||||||
Lines of credit | New Credit Facilities | Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity under credit facility | $ 1,600,000,000 | |||||||||
Lines of credit | Senior Secured Credit Facility | Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amount of debt converted | $ 283,000,000 | |||||||||
Lines of credit | Second Amended and Restated Credit Agreement | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 3.50% | |||||||||
Lines of credit | Second Amended and Restated Credit Agreement | Revolving Credit Facility | Alternate Base Rate (ABR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.50% | |||||||||
Lines of credit | Second Amended and Restated Credit Agreement | Revolving Credit Facility | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 3.75% | |||||||||
Lines of credit | Second Amended and Restated Credit Agreement | Revolving Credit Facility | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.75% | |||||||||
Lines of credit | Second Amended and Restated Credit Agreement | Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of discount rate | 1.00% | |||||||||
Debt issuance costs | $ 16,000,000 | |||||||||
Percentage of amortization of debt discount | 1.00% | |||||||||
Lines of credit | Second Amended and Restated Credit Agreement | Term Loan | Debt Instrument, Covenant, Period One | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of principal amount outstanding prepayment | 101.00% | |||||||||
Lines of credit | Second Amended and Restated Credit Agreement | Term Loan | Debt Instrument, Covenant, Period Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of principal amount outstanding prepayment | 100.00% | |||||||||
Lines of credit | Second Amended and Restated Credit Agreement | Term Loan | London Interbank Offered Rate (LIBOR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total interest rate | 5.73% | |||||||||
Lines of credit | Second Amended and Restated Credit Agreement | Term Loan | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 4.50% | |||||||||
Lines of credit | Second Amended and Restated Credit Agreement | Term Loan | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 3.50% | |||||||||
Lines of credit | Second Amended and Restated Credit Agreement | Term Loan | Minimum | London Interbank Offered Rate (LIBOR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 4.25% | |||||||||
Lines of credit | Second Amended and Restated Credit Agreement | Term Loan | Minimum | Alternate Base Rate (ABR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 3.25% |
Debt - Schedule Estimated Fair
Debt - Schedule Estimated Fair Values of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Carrying amount | ||
Debt Instrument [Line Items] | ||
Total senior and other debt | $ 3,054,597 | $ 3,602,170 |
Estimated fair value | ||
Debt Instrument [Line Items] | ||
Total senior and other debt | $ 3,118,539 | $ 3,632,853 |
Debt - Certain Covenants (Detai
Debt - Certain Covenants (Details) - Second Amended and Restated Credit Agreement | Apr. 26, 2017 |
Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Percentage of utilized line of credit | 25.00% |
Lines of credit | |
Debt Instrument [Line Items] | |
Maximum debt to consolidated EBITDA ratio | 4.75 |
Lines of credit | Revolving Credit Facility | Debt Instrument, Covenant, Period One | |
Debt Instrument [Line Items] | |
Required minimum Debt to Consolidated EBITDA ratio | 4.5 |
Lines of credit | Revolving Credit Facility | Debt Instrument, Covenant, Period Two | |
Debt Instrument [Line Items] | |
Required minimum Debt to Consolidated EBITDA ratio | 3.75 |
Lines of credit | Revolving Credit Facility | 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) - USD ($) $ in Thousands | Jul. 11, 2017 | Sep. 30, 2017 | Jun. 30, 2017 |
Redeemable Noncontrolling Interest [Line Items] | |||
Accretion of redeemable noncontrolling interests and equity | $ 14,441 | ||
Purchase of noncontrolling interest | $ 834 | ||
Pearl Retail Solutions Private Limited and Creative Arts Education Society | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Noncontrolling interest, noncontrolling owners, ownership percent | 10.00% | 45.00% | |
Puttable Non-controlling Interest | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Total redeemable noncontrolling interests and equity | $ 11,911 | ||
Estimated Value as of September 30, 2017 redeemable within 12-months: | 11,911 | ||
Puttable Common Stock | Pearl Retail Solutions Private Limited and Creative Arts Education Society | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Total redeemable noncontrolling interests and equity | 1,835 | ||
Estimated Value as of September 30, 2017 redeemable within 12-months: | $ 1,835 | ||
Noncontrolling interest, noncontrolling owners, ownership percent | 10.00% | 45.00% | |
Noncontrolling interest, noncontrolling owners, interest acquired | 35.00% | ||
Purchase of noncontrolling interest | $ 11,400 | ||
Callable Noncontrolling Interest, Common Stock | Pearl Retail Solutions Private Limited and Creative Arts Education Society | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Noncontrolling interest, noncontrolling owners, ownership percent | 35.00% | ||
Percentage of noncontrolling interest of ownership percentage by noncontrolling owners | 78.00% |
Commitments and Contingencies58
Commitments and Contingencies - Summary of Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Jul. 11, 2017 | Jun. 30, 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 | 10.00% | 45.00% | ||
Puttable Common Stock | INTI Education Holdings Sdn Bhd | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Estimated Value as of September 30, 2017 redeemable within 12-months: | $ 10,016 | |||
Reported Value | 10,016 | |||
Puttable Common Stock | Pearl Retail Solutions Private Limited and Creative Arts Education Society | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Estimated Value as of September 30, 2017 redeemable within 12-months: | 1,835 | |||
Reported Value | 1,835 | |||
Noncontrolling interest, noncontrolling owners, ownership percent allowed to be sold | 10.00% | 45.00% | ||
Puttable Preferred Stock | Stamford International University | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Estimated Value as of September 30, 2017 redeemable within 12-months: | 60 | |||
Reported Value | 60 | |||
Puttable Non-controlling Interest | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Estimated Value as of September 30, 2017 redeemable within 12-months: | 11,911 | |||
Reported Value | 11,911 | |||
Puttable common stock - currently redeemable | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Estimated Value as of September 30, 2017 redeemable within 12-months: | 4 | |||
Reported Value | 4 | |||
Puttable common stock - not currently redeemable | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Estimated Value as of September 30, 2017 redeemable within 12-months: | 0 | |||
Reported Value | 2,300 | |||
Puttable Arrangements - Common and Preferred Stock | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Estimated Value as of September 30, 2017 redeemable within 12-months: | 11,915 | |||
Reported Value | $ 14,215 | $ 23,876 |
Commitments and Contingencies59
Commitments and Contingencies - Series A Convertible Redeemable Preferred Stock Offering (Details) $ in Thousands | Dec. 20, 2016USD ($)shares | Dec. 04, 2016USD ($)investorshares | Jan. 31, 2017USD ($)shares | Mar. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) |
Series A Convertible Redeemable Preferred Stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Adjustments to additional paid in capital, increase in carrying amount of redeemable preferred stock | $ 185,149 | |||||
Total redeemable noncontrolling interests and equity | 302,693 | $ 332,957 | ||||
Series A Convertible Redeemable Preferred Stock | Additional paid-in capital | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Adjustments to additional paid in capital, increase in carrying amount of redeemable preferred stock | 185,149 | |||||
Accretion to redemption value | 185,149 | |||||
Series A Redeemable Convertible Preferred Stock - Beneficial Conversion Feature | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Adjustments to additional paid in capital, increase in carrying amount of redeemable preferred stock | (265,368) | |||||
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 | 3,574 | ||||
Adjustments to additional paid in capital, increase in carrying amount of redeemable preferred stock | $ (265,368) | |||||
Accretion period | 1 year | |||||
Private Placement | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of investors (investor) | 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 Contingencies60
Commitments and Contingencies - Other Loss Contingencies (Details) $ in Thousands | Sep. 12, 2014 | Apr. 30, 2013 | Sep. 30, 2017USD ($)defendant | Dec. 31, 2016USD ($) |
Loss Contingencies [Line Items] | ||||
Indemnification assets | $ 90,576 | $ 97,607 | ||
UAM Brazil | ||||
Loss Contingencies [Line Items] | ||||
Noncontrolling interest, noncontrolling owners, ownership percent | 49.00% | |||
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% | |||
Pending Litigation | ||||
Loss Contingencies [Line Items] | ||||
Contingent liabilities recorded | $ 23,000 | 18,000 | ||
Pending Litigation | Hunan International Economics University (HIEU) | ||||
Loss Contingencies [Line Items] | ||||
Number of defendants (defendant) | defendant | 5 | |||
Pending Litigation | Hunan International Economics University (HIEU) | Financial Guarantee | ||||
Loss Contingencies [Line Items] | ||||
Guarantor obligations, amount of loan | $ 29,000 | |||
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 | $ 110,513 | 103,471 | ||
Guarantee of Indebtedness of Others | Chile | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency, noncurrent | 27,900 | 20,636 | ||
Guarantee amount, maximum potential amount of payments | 515,000 | 479,000 | ||
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 | Taxes, Other-Than-Income Tax | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency, noncurrent | 58,046 | 67,192 | ||
Other Current Liabilities | Taxes, Other-Than-Income Tax | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency, current liability | $ 248 | $ 1,896 |
Commitments and Contingencies61
Commitments and Contingencies - Standby Letters of Credit, Surety Bonds and Other Commitments (Details) - USD ($) | Oct. 12, 2017 | Nov. 30, 2016 | Sep. 30, 2017 | Dec. 31, 2016 |
Surety Bond | ||||
Debt Instrument [Line Items] | ||||
Guarantee amount, maximum potential amount of payments | $ 13,980,000 | $ 12,162,000 | ||
Cash Collateralized Letter Of Credit - Spain Tax Audits | ||||
Debt Instrument [Line Items] | ||||
Letters of credit outstanding, amount | 39,236,000 | 34,746,000 | ||
Non-Collateralized Surety Bond - UAM Brazil | Surety Bond | ||||
Debt Instrument [Line Items] | ||||
Guarantee amount, maximum potential amount of payments | $ 15,300,000 | |||
Cost of surety bond | $ 1,400,000 | |||
Guarantor obligation, term | P5Y | |||
Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Required increase to remain a financially responsible institution, percent | 50.00% | |||
Required to be increase to amount, to remain a financially responsible institution | $ 456,293,000 | |||
Required percentage of increase in outstanding amount | 15.00% | |||
Required to be increase to amount, to remain provisionally certified | $ 136,888,000 | |||
Minimum required period to remain provisionally certified | 3 years | |||
Kendall College, St. Augustine, Walden University, and NewSchool of Architecture and Design | ||||
Debt Instrument [Line Items] | ||||
Letters of credit outstanding, amount | $ 105,600,000 | $ 105,600,000 |
Financing Receivables - Schedul
Financing Receivables - Schedule of Financing Receivables (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Receivables [Abstract] | ||||
Financing receivables | $ 36,501 | $ 29,776 | ||
Allowance for doubtful accounts | (8,289) | (9,175) | $ (9,254) | $ (10,576) |
Financing receivables, net of allowances | $ 28,212 | $ 20,601 |
Financing Receivables - Summary
Financing Receivables - Summary of Aging of Financing Receivables (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Total past due (on non-accrual status) | $ 17,434 | $ 14,926 |
Not past due | 19,067 | 14,850 |
Total financing receivables | 36,501 | 29,776 |
Chile | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Total past due (on non-accrual status) | 15,167 | 12,610 |
Not past due | 16,564 | 11,758 |
Total financing receivables | 31,731 | 24,368 |
Other | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Total past due (on non-accrual status) | 2,267 | 2,316 |
Not past due | 2,503 | 3,092 |
Total financing receivables | 4,770 | 5,408 |
Financing Receivables, Less Than One Year Past Due | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Amount past due | 12,160 | 9,545 |
Financing Receivables, Less Than One Year Past Due | Chile | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Amount past due | 11,317 | 8,711 |
Financing Receivables, Less Than One Year Past Due | Other | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Amount past due | 843 | 834 |
Financing Receivables, More Than One Year Past Due | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Amount past due | 5,274 | 5,381 |
Financing Receivables, More Than One Year Past Due | Chile | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Amount past due | 3,850 | 3,899 |
Financing Receivables, More Than One Year Past Due | Other | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Amount past due | $ 1,424 | $ 1,482 |
Financing Receivables - Allowan
Financing Receivables - Allowance For Credit Losses Rollforward (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||
Beginning balance | $ (9,175) | $ (10,576) |
Charge-offs | 3,128 | 3,629 |
Recoveries | (36) | (46) |
Reclassifications | 69 | 0 |
Provision | (1,996) | (1,971) |
Currency adjustments | (279) | (290) |
Ending balance | (8,289) | (9,254) |
Chile | ||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||
Beginning balance | (6,209) | (7,240) |
Charge-offs | 2,798 | 3,525 |
Recoveries | 0 | 0 |
Reclassifications | 0 | 0 |
Provision | (2,089) | (2,152) |
Currency adjustments | (360) | (387) |
Ending balance | (5,860) | (6,254) |
Other | ||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||
Beginning balance | (2,966) | (3,336) |
Charge-offs | 330 | 104 |
Recoveries | (36) | (46) |
Reclassifications | 69 | 0 |
Provision | 93 | 181 |
Currency adjustments | 81 | 97 |
Ending balance | $ (2,429) | $ (3,000) |
Financing Receivables - Summa65
Financing Receivables - Summary of Troubled Debt Restructurings (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017USD ($)loan | Sep. 30, 2016USD ($)loan | |
Receivables [Abstract] | ||
Financing receivable, modifications, number of contracts (loan) | loan | 355 | 559 |
Financing receivable, modifications, pre-modification recorded investment | $ 1,838 | $ 8,615 |
Financing receivable, modifications, post-modification recorded investment | $ 1,655 | $ 5,986 |
Financing receivable, modifications, subsequent default, number of contracts (loan) | loan | 156 | 355 |
Financing receivable, modifications, subsequent default, recorded investment | $ 721 | $ 1,089 |
Share-based Compensation - Summ
Share-based Compensation - Summary of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total non-cash stock compensation | $ 8,632 | $ 7,813 | $ 43,969 | $ 28,424 |
Deferred compensation arrangement | 0 | 216 | 0 | 515 |
Total | 8,632 | 8,029 | 43,969 | 28,939 |
Employee Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total non-cash stock compensation | 4,590 | 5,578 | 33,421 | 21,527 |
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total non-cash stock compensation | $ 4,042 | $ 2,235 | $ 10,548 | $ 6,897 |
Share-based Compensation - Stoc
Share-based Compensation - Stock Option Grant (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock compensation expense | $ 8,632 | $ 7,813 | $ 43,969 | $ 28,424 | |||
Employee Stock Option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock compensation expense | $ 4,590 | $ 5,578 | $ 33,421 | $ 21,527 | |||
Employee Stock Option | Class B Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock compensation expense | $ 5,100 | ||||||
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% |
Share-based Compensation - Amen
Share-based Compensation - Amendment to 2013 Long-Term Incentive Plan (Details) | Jun. 19, 2017shares |
Amended And Restated, The 2013 Plan | Employee Stock Option | Class A Common Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized for issuance (in shares) | 14,714,000 |
Share-based Compensation - St69
Share-based Compensation - Stock Option Repricing (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 19, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock compensation expense | $ 8,632 | $ 7,813 | $ 43,969 | $ 28,424 | ||
Employee Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock compensation expense | 4,590 | $ 5,578 | 33,421 | $ 21,527 | ||
Class A Common Stock | Employee Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price of stock options (in dollars per share) | $ 17.44 | |||||
Class A Common Stock | Weighted Average | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share price (in dollars per share) | $ 17.44 | |||||
Class B Common Stock | Employee Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of stock options outstanding (in shares) | 5,300 | |||||
Stock compensation expense | $ 5,100 | |||||
Stock compensation expense not yet recognized | $ 2,500 | $ 2,500 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance of shares outstanding, beginning of period (in shares) | 133,376,000 | |||
Balance, beginning of period | $ 664,392 | |||
Non-cash stock compensation | 43,969 | |||
Reclassification of Common stock into Class B common stock | 0 | |||
Issuance of Class A common stock in initial public offering | 456,359 | |||
Conversion of Class B shares to Class A shares | 0 | |||
Note exchange transaction | 245,747 | |||
Vesting of restricted stock and exercise of stock options, net of shares withheld to satisfy tax withholding | (1,725) | |||
Reclassification to equity upon expiration of put right on share-based awards | 5,500 | |||
Dividends to noncontrolling interests | (889) | |||
Noncontrolling Interest, Increase from Business Combination | (847) | |||
Change in noncontrolling interests | 0 | |||
Reclassification of redeemable noncontrolling interests and equity | (834) | |||
Net (loss) income | $ (103,490) | $ 80,930 | (106,745) | $ 327,722 |
Foreign currency translation adjustment, net of tax of $0 for all periods | 64,742 | (15,893) | 196,593 | (45,005) |
Foreign currency translation adjustment, tax | 0 | 0 | 0 | 0 |
Unrealized gain on derivative instruments, net of tax of $0 for all periods | 525 | 2,386 | 6,625 | 5,509 |
Unrealized gain on derivative instruments, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Balance of shares outstanding, end of period (in shares) | 0 | 0 | ||
Balance, end of period | $ 1,582,229 | $ 1,582,229 | ||
Common Stock | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance of shares outstanding, beginning of period (in shares) | 133,376,000 | |||
Balance, beginning of period | $ 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 of shares outstanding, end of period (in shares) | 0 | 0 | ||
Balance, end of period | $ 0 | $ 0 | ||
Additional paid-in capital | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance, beginning of period | 2,721,432 | |||
Non-cash stock compensation | 43,969 | |||
Issuance of Class A common stock in initial public offering | 456,219 | |||
Note exchange transaction | 245,672 | |||
Vesting of restricted stock and exercise of stock options, net of shares withheld to satisfy tax withholding | (1,726) | |||
Reclassification to equity upon expiration of put right on share-based awards | 5,500 | |||
Dividends to noncontrolling interests | (889) | |||
Change in noncontrolling interests | 1,104 | |||
Balance, end of period | 3,545,365 | 3,545,365 | ||
(Accumulated deficit) retained earnings | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance, beginning of period | (1,037,701) | |||
Net (loss) income | (104,380) | |||
Balance, end of period | (1,142,081) | (1,142,081) | ||
Accumulated other comprehensive (loss) income | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance, beginning of period | (1,052,055) | |||
Change in noncontrolling interests | (1,164) | |||
Foreign currency translation adjustment, net of tax of $0 for all periods | 194,238 | |||
Unrealized gain on derivative instruments, net of tax of $0 for all periods | 6,625 | |||
Balance, end of period | (852,356) | (852,356) | ||
Non-controlling interests | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance, beginning of period | 32,182 | |||
Noncontrolling Interest, Increase from Business Combination | (847) | |||
Change in noncontrolling interests | 60 | |||
Reclassification of redeemable noncontrolling interests and equity | (834) | |||
Net (loss) income | (2,365) | |||
Foreign currency translation adjustment, net of tax of $0 for all periods | 2,355 | |||
Balance, end of period | $ 30,551 | $ 30,551 | ||
Class A Common Stock | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance of shares outstanding, end of period (in shares) | 54,720,000 | 54,720,000 | ||
Class A Common Stock | Common Stock | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
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) | 1,032,000 | |||
Conversion of Class B shares to Class A shares | $ 4 | |||
Note exchange transaction (in shares) | 18,683,000 | |||
Note exchange transaction | $ 75 | |||
Vesting of restricted stock and exercise of stock options, net of shares withheld to satisfy tax withholding (in shares) | 34,000 | |||
Balance of shares outstanding, end of period (in shares) | 54,749,000 | 54,749,000 | ||
Balance, end of period | $ 219 | $ 219 | ||
Class B Common Stock | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance of shares outstanding, end of period (in shares) | 132,616,000 | 132,616,000 | ||
Class B Common Stock | Common Stock | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
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) | (1,032,000) | |||
Conversion of Class B shares to Class A shares | $ (4) | |||
Vesting of restricted stock and exercise of stock options, net of shares withheld to satisfy tax withholding (in shares) | 231,000 | |||
Vesting of restricted stock and exercise of stock options, net of shares withheld to satisfy tax withholding | $ 1 | |||
Balance of shares outstanding, end of period (in shares) | 132,575,000 | 132,575,000 | ||
Balance, end of period | $ 531 | $ 531 | ||
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 | (6,135) | |||
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 | (6,135) | |||
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 | (185,149) | |||
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 | (185,149) | |||
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 | 265,368 | |||
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 | $ 265,368 |
Stockholders' Equity - Accumula
Stockholders' Equity - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss) | $ 1,582,229 | $ 664,392 |
Accumulated Foreign Currency Adjustment Attributable to Parent | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss) | (851,148) | (1,044,222) |
Accumulated Foreign Currency Adjustment Attributable to Noncontrolling Interest | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss) | 51 | (2,304) |
Accumulated Foreign Currency Adjustment Including Portion Attributable to Noncontrolling Interest | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss) | (851,097) | (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) | 1,407 | (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) | 1,407 | (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) | (852,356) | (1,052,055) |
AOCI Attributable to Noncontrolling Interest | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss) | 51 | (2,304) |
Accumulated other comprehensive (loss) income | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss) | $ (852,305) | $ (1,054,359) |
Derivative Instruments - Summar
Derivative Instruments - Summary of Fair Value of Derivative Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Derivative Asset [Abstract] | ||
Derivative instruments | $ 29,721 | $ 4,464 |
Derivative Liability [Abstract] | ||
Total derivative instrument assets | 29,721 | 4,464 |
Total derivative instrument liabilities | 8,094 | 12,968 |
Interest rate swaps | Derivatives designated as hedging instruments: | ||
Derivative Asset [Abstract] | ||
Derivative instruments | 1,407 | 0 |
Derivative Liability [Abstract] | ||
Derivative liability, current | 0 | 5,218 |
Interest rate swaps | Derivatives not designated as hedging instruments: | ||
Derivative Liability [Abstract] | ||
Derivative liability, noncurrent | 230 | 330 |
Contingent redemption features - Series A Preferred Stock | Derivatives not designated as hedging instruments: | ||
Derivative Asset [Abstract] | ||
Derivative instruments | 28,314 | 4,464 |
Cross currency and interest rate swaps | Derivatives not designated as hedging instruments: | ||
Derivative Liability [Abstract] | ||
Derivative liability, noncurrent | $ 7,864 | $ 7,420 |
Derivative Instruments - Deriva
Derivative Instruments - Derivatives Designated as Hedging Instruments Narrative (Details) | Sep. 30, 2017USD ($) | May 31, 2017USD ($)derivative_instrument | Dec. 31, 2016USD ($) | Sep. 30, 2011derivative_instrument |
Derivatives, Fair Value [Line Items] | ||||
Derivative instruments | $ 29,721,000 | $ 4,464,000 | ||
Derivatives designated as hedging instruments: | Interest rate swaps | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative instruments | 1,407,000 | 0 | ||
Derivative liability, current | $ 0 | $ 5,218,000 | ||
Derivatives designated as hedging instruments: | Cash Flow Hedging | Interest rate swaps | ||||
Derivatives, Fair Value [Line Items] | ||||
Number of interest rate derivatives held (derivative instrument) | derivative_instrument | 4 | 2 | ||
Derivative, floor interest rate | 1.00% | |||
Derivatives designated as hedging instruments: | Cash Flow Hedging | Interest Rate Swap, Instrument One | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative, notional amount | $ 100,000,000 | |||
Derivative, fixed interest rate | 1.756% | |||
Derivatives designated as hedging instruments: | Cash Flow Hedging | Interest Rate Swap, Instrument Two | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative, notional amount | $ 100,000,000 | |||
Derivative, fixed interest rate | 1.796% | |||
Derivatives designated as hedging instruments: | Cash Flow Hedging | Interest Rate Swap, Instrument Three | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative, notional amount | $ 200,000,000 | |||
Derivative, fixed interest rate | 1.796% | |||
Derivatives designated as hedging instruments: | Cash Flow Hedging | Interest Rate Swap, Instrument Four | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative, notional amount | $ 300,000,000 | |||
Derivative, fixed interest rate | 1.763% |
Derivative Instruments - Summ74
Derivative Instruments - Summary of Unrealized Gain (Loss) Recorded In and Reclassified From Accumulated Other Comprehensive Income (Details) - Derivatives designated as hedging instruments: - Interest rate swaps - Cash Flow Hedging - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain Recognized in Comprehensive Income (Effective Portion) | $ 525 | $ 2,386 | $ 6,625 | $ 5,509 |
Interest expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Loss Reclassified from AOCI to Income (Effective Portion) | $ (972) | $ (2,687) | $ (6,705) | $ (8,002) |
Derivative Instruments - Deri75
Derivative Instruments - Derivatives Not Designated as Hedging Instruments (Details) $ in Thousands | Dec. 20, 2013AUDloan | Mar. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Jan. 31, 2014AUD | Dec. 31, 2010USD ($)derivative_instrument |
Derivative [Line Items] | ||||||
Fair value of derivative assets | $ 29,721 | $ 4,464 | ||||
Lines of credit | Term Loan Two | Syndicated Facility Agreement | ||||||
Derivative [Line Items] | ||||||
Borrowing under credit facility | AUD | AUD 22,500,000 | |||||
THINK | Lines of credit | Term Loan | Syndicated Facility Agreement | ||||||
Derivative [Line Items] | ||||||
Borrowing under credit facility | AUD 45,000,000 | 35,415 | ||||
Number of term loans (loan) | 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 22,500,000 | |||||
Derivatives not designated as hedging instruments: | Contingent redemption features - Series A Preferred Stock | ||||||
Derivative [Line Items] | ||||||
Fair value of derivative assets | 28,314 | 4,464 | ||||
Included in issuance of Series A convertible redeemable Preferred Stock | $ 4,382 | |||||
Unrealized gain on derivatives | 19,468 | |||||
Derivatives not designated as hedging instruments: | Cross currency and interest rate swaps | ||||||
Derivative [Line Items] | ||||||
Derivative liability, noncurrent | 7,864 | 7,420 | ||||
Derivatives not designated as hedging instruments: | Cross currency and interest rate swaps | Chile | ||||||
Derivative [Line Items] | ||||||
Derivative, number of instruments held (derivative instrument) | derivative_instrument | 4 | |||||
Derivative, notional amount | $ 31,000 | |||||
Derivative liability, noncurrent | 7,864 | 7,420 | ||||
Derivatives not designated as hedging instruments: | Cross Currency Interest Rate Contract, Maturing December 1, 2024 | Chile | ||||||
Derivative [Line Items] | ||||||
Derivative, number of instruments held (derivative instrument) | derivative_instrument | 1 | |||||
Derivatives not designated as hedging instruments: | Cross Currency Interest Rate Contract, Maturing July 1, 2025 | Chile | ||||||
Derivative [Line Items] | ||||||
Derivative, number of instruments held (derivative instrument) | derivative_instrument | 3 | |||||
Derivatives not designated as hedging instruments: | Interest rate swaps | ||||||
Derivative [Line Items] | ||||||
Derivative liability, noncurrent | 230 | 330 | ||||
Derivatives not designated as hedging instruments: | Interest rate swaps | THINK | ||||||
Derivative [Line Items] | ||||||
Derivative, notional amount | AUD | AUD 22,500,000 | |||||
Derivative liability, noncurrent | 230 | $ 330 | ||||
Variable interest converted | $ 17,708 | AUD 22,500,000 | ||||
Derivative, fixed interest rate | 3.86% |
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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Derivative [Line Items] | ||||
Unrealized (Loss) Gain | $ (19,765) | $ (3,962) | $ 19,621 | $ (1,548) |
Realized (Loss) Gain | (165) | 4,478 | (434) | (6,687) |
Total (Loss) Gain | (19,930) | 516 | 19,187 | (8,235) |
Contingent redemption features - Series A Preferred Stock | ||||
Derivative [Line Items] | ||||
Unrealized (Loss) Gain | (19,974) | 0 | 19,468 | 0 |
Total (Loss) Gain | (19,974) | 0 | 19,468 | 0 |
Cross currency and interest rate swaps | ||||
Derivative [Line Items] | ||||
Unrealized (Loss) Gain | 151 | (3,979) | 24 | (1,514) |
Realized (Loss) Gain | (165) | 4,539 | (434) | (6,530) |
Total (Loss) Gain | (14) | 560 | (410) | (8,044) |
Interest rate swaps | ||||
Derivative [Line Items] | ||||
Unrealized (Loss) Gain | 58 | 17 | 129 | (34) |
Realized (Loss) Gain | 0 | (61) | 0 | (157) |
Total (Loss) Gain | $ 58 | $ (44) | $ 129 | $ (191) |
Derivative Instruments - Credit
Derivative Instruments - Credit Risk and Credit-Risk-Related Contingent Feature (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative asset | $ 29,721 | $ 4,464 |
Derivative [Line Items] | ||
Fair value of derivative assets | 29,721 | 4,464 |
Derivative liability | 8,094 | 12,968 |
Derivatives designated as hedging instruments: | Interest rate swaps | ||
Derivative [Line Items] | ||
Fair value of derivative assets | $ 1,407 | $ 0 |
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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator used in basic and diluted (loss) earnings per common share: | ||||
(Loss) income from continuing operations attributable to Laureate Education, Inc. | $ (97,959) | $ 86,317 | $ (104,380) | $ 330,539 |
Adjusted for: accretion related to noncontrolling interests and equity redeemable at fair value | 0 | 756 | (6,357) | (201) |
Distributed and undistributed earnings to participating securities | 0 | (22) | 0 | (104) |
Accretion of Series A convertible redeemable preferred stock and other redeemable noncontrolling interests and equity | (84,060) | 2,160 | (192,141) | 3,233 |
Net (loss) income available to common stockholders | $ (182,019) | $ 88,477 | $ (296,521) | $ 333,772 |
Denominator used in basic and diluted (loss) earnings per common share: | ||||
Basic weighted average shares outstanding (in shares) | 178,871 | 133,303 | 167,261 | 133,291 |
Diluted weighted average shares outstanding (in shares) | 178,871 | 134,229 | 167,261 | 134,217 |
Basic and diluted (loss) earnings per share: | ||||
Basic earnings (loss) per share (in dollars per share) | $ (1.02) | $ 0.66 | $ (1.77) | $ 2.50 |
Diluted earnings (loss) per share (in dollars per share) | $ (1.02) | $ 0.66 | $ (1.77) | $ 2.49 |
Employee Stock Option | ||||
Denominator used in basic and diluted (loss) earnings per common share: | ||||
Effect of dilutive stock (in shares) | 0 | 828 | 0 | 858 |
Restricted Stock Units (RSUs) | ||||
Denominator used in basic and diluted (loss) earnings per common share: | ||||
Effect of dilutive stock (in shares) | 0 | 98 | 0 | 68 |
Puttable Arrangements - Common and Preferred Stock | ||||
Numerator used in basic and diluted (loss) earnings per common share: | ||||
Accretion of temporary equity | $ (105) | $ 1,426 | $ (635) | $ 3,538 |
Series A Convertible Redeemable Preferred Stock | ||||
Numerator used in basic and diluted (loss) earnings per common share: | ||||
Accretion of temporary equity | $ (83,955) | $ 0 | $ (185,149) | $ 0 |
Earnings (Loss) Per Share - Ant
Earnings (Loss) Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 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) | 13,443 | 5,414 | 12,957 | 2,931 |
Restricted Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 843 | 168 | 730 | 131 |
Related Party Transactions (Det
Related Party Transactions (Details) ¥ in Thousands, MAD in Thousands | Feb. 22, 2016CNY (¥) | Dec. 31, 2013USD ($) | Mar. 31, 2017USD ($) | Sep. 30, 2017USD ($)loan | Sep. 30, 2016USD ($) | 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 | $ 816,000 | |||||||
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 | $ 2,768,000 | ||||||||
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 | 803,000 | ||||||||
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 | $ 8,841,000 | $ 7,858,000 | MAD 74,262 | $ 7,936,000 | |||||
Number of loans made by noncontrolling interest holders (loan) | loan | 5 | ||||||||
Related party loan, interest rate | 4.50% | ||||||||
Due to related parties, current | $ 881,000 | ||||||||
Due to related parties, noncurrent | 7,960,000 | ||||||||
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 | |||||||
Minority Shareholder | Transactions between China businesses and Noncontrolling Interest Holders of Hunan International Economics University | Hunan International Economics University | Pending Litigation | |||||||||
Related Party Transaction [Line Items] | |||||||||
Damages sought, noncontrolling interest, ownership by noncontrolling owners | 22.80% | ||||||||
Amount awarded to other party in the auction | ¥ 508,000 | $ 77,000,000 |
Legal and Regulatory Matters -
Legal and Regulatory Matters - Turkish Regulation and Internal Investigation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Loss Contingencies [Line Items] | |||||
Assets | $ 7,782,564 | $ 7,782,564 | $ 7,062,470 | ||
Liabilities | 5,883,427 | 5,883,427 | 6,041,245 | ||
Revenues | 983,394 | $ 929,855 | 3,116,766 | $ 3,068,299 | |
Operating (loss) income | (5,696) | $ 12,502 | 175,288 | $ 211,913 | |
Variable Interest Entity, Primary Beneficiary | |||||
Loss Contingencies [Line Items] | |||||
Assets | 1,558,050 | 1,558,050 | 1,309,113 | ||
Liabilities | 606,896 | 606,896 | 424,297 | ||
Variable Interest Entity, Primary Beneficiary | Istanbul Bilgi University | |||||
Loss Contingencies [Line Items] | |||||
Required reimbursement, other activities | 8,000 | ||||
Assets | 134,000 | 134,000 | 83,000 | ||
Liabilities | 117,000 | 117,000 | 63,000 | ||
Revenues | 106,000 | ||||
Operating (loss) income | 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 | $ 32,000 | $ 32,000 | 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 |
Legal and Regulatory Matters 82
Legal and Regulatory Matters - Chilean Regulation and Internal Investigation (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Loss Contingencies [Line Items] | ||
Assets | $ 7,782,564 | $ 7,062,470 |
Liabilities | 5,883,427 | 6,041,245 |
Variable Interest Entity, Primary Beneficiary | ||
Loss Contingencies [Line Items] | ||
Assets | 1,558,050 | 1,309,113 |
Liabilities | 606,896 | 424,297 |
Chile | Laureate International Universities | Variable Interest Entity, Primary Beneficiary | ||
Loss Contingencies [Line Items] | ||
Assets | 806,000 | 687,000 |
Liabilities | 186,000 | 93,000 |
Chile | Laureate International Universities | Variable Interest Entity, Primary Beneficiary | Consolidation Eliminations | ||
Loss Contingencies [Line Items] | ||
Due from related parties | $ 20,000 | $ 11,000 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | $ 29,721 | $ 4,464 |
Derivative liability | 8,094 | 12,968 |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 29,721 | 4,464 |
Derivative liability | 8,094 | 12,968 |
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 | 29,721 | 4,464 |
Derivative liability | $ 8,094 | $ 12,968 |
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 | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Balance, beginning of period | $ (8,504) |
Gain (loss) included in earnings: | |
Unrealized gains, net | 19,621 |
Realized losses, net | (434) |
Included in other comprehensive income | 6,625 |
Included in issuance of Series A convertible redeemable Preferred Stock | 4,382 |
Settlements | 434 |
Currency translation adjustment | (497) |
Balance, end of period | $ 21,627 |
Fair Value Measurement - Quanti
Fair Value Measurement - Quantitative Information Related to Significant Unobservable Inputs Utilized to Calculate Fair Value (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Derivative asset | $ 29,721 | $ 4,464 |
Derivative liability | 8,094 | $ 12,968 |
Level 3 | Derivative Financial Instruments, Liabilities | Discounted Cash Flow | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Derivative liability | $ (6,687) | |
Range/Input Value | 4.45% | |
Level 3 | Derivative Financial Instruments, Assets | Monte Carlo Simulation Method | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Derivative asset | $ 28,314 | |
Range/Input Value | 5.05% |