Laureate Education(LAUR) - 2021 Q3 - Quarterly Report

PART I. - FINANCIAL INFORMATION This section presents the unaudited consolidated financial statements and management's discussion and analysis for Laureate Education, Inc. Item 1. Financial Statements (Unaudited) Presents Laureate Education, Inc.'s unaudited consolidated financial statements and comprehensive accounting notes Consolidated Statements of Operations - Three months ended September 30, 2021 and September 30, 2020 Presents consolidated statements of operations for the three months ended September 30, 2021 and 2020 Consolidated Statements of Operations (in thousands) | Metric (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | | :-------------------- | :--------------------------- | :--------------------------- | | Revenues | $267,691 | $243,523 | | Operating income (loss) | $35,106 | $(318,235) | | Net income (loss) | $360,137 | $(784,430) | | Basic and diluted EPS | $1.94 | $(3.73) | Consolidated Statements of Operations - Nine months ended September 30, 2021 and September 30, 2020 Presents consolidated statements of operations for the nine months ended September 30, 2021 and 2020 Consolidated Statements of Operations (in thousands) | Metric (in thousands) | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :-------------------- | :--------------------------- | :--------------------------- | | Revenues | $789,971 | $739,698 | | Operating income (loss) | $6,399 | $(366,178) | | Net income (loss) | $165,970 | $(997,742) | | Basic and diluted EPS | $0.86 | $(4.72) | Consolidated Statements of Comprehensive Income - Three months ended September 30, 2021 and September 30, 2020 Presents consolidated statements of comprehensive income for the three months ended September 30, 2021 and 2020 Consolidated Statements of Comprehensive Income (in thousands) | Metric (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | | :-------------------- | :--------------------------- | :--------------------------- | | Net income (loss) | $360,137 | $(784,430) | | Foreign currency translation adjustment | $(22,627) | $326,342 | | Total other comprehensive (loss) income | $(22,627) | $326,342 | | Comprehensive income (loss) | $337,510 | $(458,088) | Consolidated Statements of Comprehensive Income - Nine months ended September 30, 2021 and September 30, 2020 Presents consolidated statements of comprehensive income for the nine months ended September 30, 2021 and 2020 Consolidated Statements of Comprehensive Income (in thousands) | Metric (in thousands) | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :-------------------- | :--------------------------- | :--------------------------- | | Net income (loss) | $165,970 | $(997,742) | | Foreign currency translation adjustment | $428,055 | $10,260 | | Total other comprehensive income (loss) | $427,914 | $9,328 | | Comprehensive income (loss) | $593,884 | $(988,414) | Consolidated Balance Sheets - September 30, 2021 and December 31, 2020 Presents consolidated balance sheets as of September 30, 2021 and December 31, 2020 Consolidated Balance Sheets (in thousands) | Metric (in thousands) | Sep 30, 2021 | Dec 31, 2020 | | :-------------------- | :----------- | :----------- | | Total assets | $3,914,356 | $4,970,894 | | Total liabilities | $2,684,683 | $2,705,236 | | Total stockholders' equity | $1,227,959 | $2,263,934 | | Cash and cash equivalents | $1,856,856 | $750,147 | Consolidated Statements of Cash Flows - Nine months ended September 30, 2021 and September 30, 2020 Presents consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020 Consolidated Statements of Cash Flows (in thousands) | Metric (in thousands) | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :-------------------- | :--------------------------- | :--------------------------- | | Net cash provided by operating activities | $54,040 | $221,755 | | Net cash provided by (used in) investing activities | $2,054,383 | $(34,157) | | Net cash (used in) provided by financing activities | $(1,284,533) | $257,391 | | Net change in Cash and cash equivalents and Restricted cash | $1,094,557 | $649,839 | Notes to Consolidated Financial Statements This section provides detailed notes explaining Laureate Education, Inc.'s significant accounting policies and financial disclosures Note 1. Description of Business Laureate Education, Inc. provides higher education in Mexico and Peru, having divested other global operations - Laureate Education, Inc. is a public benefit corporation providing higher education programs, with primary operations in Mexico and Peru[27] - The company has completed significant divestitures of subsidiaries in Europe, Asia, Central America, Chile, Brazil, Australia, New Zealand, and Walden University to create a more focused business model and repay debt, classifying these as Discontinued Operations[28][29] Note 2. Significant Accounting Policies Details the company's significant accounting policies, including COVID-19 impact on estimates and new accounting standard adoption - The long-term effect of the COVID-19 pandemic on student enrollment, tuition pricing, and collections is not yet fully quantifiable, but current evaluations did not result in a material impact as of September 30, 2021[31] - The company adopted ASU 2019-12 (Simplifying the Accounting for Income Taxes) in Q1 2021, with no material impact on financial statements[32] Note 3. Revenue Explains Laureate's revenue recognition policies for tuition and educational services, with segment breakdowns - Revenues primarily consist of tuition and educational services, recognized net of scholarships and other discounts[33] Revenue Components (in thousands) | Revenue Component (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total Revenues | $267,691 | $243,523 | $789,971 | $739,698 | | Mexico Segment Revenues | $131,261 | $115,949 | $390,941 | $385,021 | | Peru Segment Revenues | $133,121 | $127,314 | $392,279 | $351,413 | | Discounts / waivers / scholarships | $(64,222) | $(54,298) | $(189,367) | $(145,286) | - Contract liabilities (deferred revenue and student deposits) increased from $47,180 thousand at Dec 31, 2020, to $68,300 thousand at Sep 30, 2021, due to advance payments for upcoming academic sessions[39] Note 4. Discontinued Operations and Assets Held for Sale Details financial results and assets/liabilities of divested operations classified as discontinued, excluding Mexico and Peru - Laureate has strategically divested operations in various regions, including Chile, Brazil, Australia, New Zealand, and Walden University, classifying them as Discontinued Operations[29][40] Discontinued Operations Financials (in thousands) | Metric (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Revenues | $70,787 | $459,442 | $542,650 | $1,342,298 | | Pretax income (loss) of discontinued operations | $619,365 | $(409,596) | $714,210 | $(825,671) | | Income (loss) from discontinued operations, net of tax | $370,527 | $(513,390) | $456,770 | $(921,239) | Assets/Liabilities of Discontinued Operations (in thousands) | Assets/Liabilities of Discontinued Operations (in thousands) | Sep 30, 2021 | Dec 31, 2020 | | :------------------------------------------------------- | :----------- | :----------- | | Total assets held for sale | $20,263 | $1,917,435 | | Total liabilities held for sale | $16,620 | $702,256 | Note 5. Dispositions Details specific 2021 divestiture transactions, including Honduras, Brazil, and Walden University, and related proceeds - Completed divestiture of Honduras operations on March 8, 2021, for approximately $24,000 thousand net proceeds, resulting in a pre-tax loss of $1,700 thousand[44] - Received final escrow payment of approximately $21,650 thousand from the 2018 sale of China operations in April 2021, recognizing a gain of $13,600 thousand[45] - Completed sale of Brazil operations on May 28, 2021, for approximately $625,500 thousand net proceeds, recognizing a pre-tax gain of $26,100 thousand, with proceeds used to repay Senior Notes[46] - Completed sale of Walden University on August 12, 2021, for approximately $1,397,200 thousand net proceeds, recognizing a pre-tax gain of $615,200 thousand and estimated tax expense of $278,000 thousand[48] - Collected a $21,500 thousand note receivable in September 2021 from the September 2020 divestiture of Chilean operations[49] Note 6. Business and Geographic Segment Information Laureate's continuing operations focus on Mexico and Peru, with segment performance evaluated by Adjusted EBITDA - Laureate's continuing operations are concentrated in Mexico (2 institutions, 203,000 students) and Peru (3 institutions, 187,200 students), with a total enrollment of approximately 390,200 students as of September 30, 2021[50][51][139] - Segment performance is evaluated using Adjusted EBITDA, which excludes certain non-operating and non-cash items to focus on core operating performance[56] Segment Revenues (in millions) | Segment (in millions) | 3 Months Ended Sep 30, 2021 Revenues | 3 Months Ended Sep 30, 2020 Revenues | 9 Months Ended Sep 30, 2021 Revenues | 9 Months Ended Sep 30, 2020 Revenues | | :-------------------- | :----------------------------------- | :----------------------------------- | :----------------------------------- | :----------------------------------- | | Mexico | $131.3 | $115.9 | $390.9 | $385.0 | | Peru | $133.1 | $127.3 | $392.3 | $351.4 | | Corporate | $3.3 | $0.3 | $6.8 | $3.3 | | Total Revenues | $267.7 | $243.5 | $790.0 | $739.7 | Segment Adjusted EBITDA (in millions) | Segment (in millions) | 3 Months Ended Sep 30, 2021 Adjusted EBITDA | 3 Months Ended Sep 30, 2020 Adjusted EBITDA | 9 Months Ended Sep 30, 2021 Adjusted EBITDA | 9 Months Ended Sep 30, 2020 Adjusted EBITDA | | :-------------------- | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | | Mexico | $27.0 | $15.5 | $61.5 | $58.5 | | Peru | $70.8 | $56.5 | $196.0 | $129.0 | | Corporate | $(22.0) | $(21.6) | $(64.9) | $(72.4) | | Total Adjusted EBITDA | $75.9 | $50.4 | $192.7 | $115.1 | Note 7. Goodwill and Loss on Impairment of Assets Reports changes in goodwill and a $51.4 million impairment charge on the Laureate tradename due to strategic changes Goodwill (in thousands) | Goodwill (in thousands) | Dec 31, 2020 | Sep 30, 2021 | | :---------------------- | :----------- | :----------- | | Mexico | $500,250 | $494,076 | | Peru | $74,582 | $65,207 | | Total Goodwill | $574,832 | $559,283 | - An impairment charge of $51,400 thousand was recognized on the Laureate tradename in Q1 2021, due to the decision to wind down support functions and cease investment in the brand beyond 2021[61][62] Note 8. Debt Details outstanding long-term debt, including full repayment of Senior Notes using divestiture proceeds, and covenant compliance Debt (in thousands) | Debt (in thousands) | Sep 30, 2021 | Dec 31, 2020 | | :------------------ | :----------- | :----------- | | Total long-term debt and finance leases | $165,702 | $1,049,008 | | Senior Notes (stated maturity May 2025) | $0 | $798,725 | - The company fully redeemed its $798,725 thousand Senior Notes due 2025 in May 2021 using proceeds from the sales of operations in Australia, New Zealand, and Brazil[65][66] - A loss on debt extinguishment of approximately $77,900 thousand was recorded due to the repayment of Senior Notes, covering redemption premium and write-off of unamortized deferred financing costs[67] - As of September 30, 2021, the company was in compliance with all debt covenants, including the Consolidated Senior Secured Debt to Consolidated EBITDA ratio[70] Note 9. Leases Describes finance and operating lease agreements, including ROU assets and liabilities, and a corporate headquarters lease termination - Laureate's operating lease agreements are primarily for real estate, recognized as ROU assets and lease liabilities on the balance sheet[73] - In March 2021, the company terminated its corporate headquarters lease effective June 30, 2022, resulting in a $14,900 thousand reduction in ROU assets and operating lease liabilities[76] Note 10. Commitments and Contingencies Outlines various loss contingencies, including legal and tax uncertainties, and details guarantees and standby letters of credit - Cumulative liabilities for non-income tax contingencies decreased from $38,355 thousand at Dec 31, 2020, to $1,287 thousand at Sep 30, 2021, primarily due to the sale of Brazil operations[78] - Cumulative liabilities for income tax contingencies increased from $40,668 thousand at Dec 31, 2020, to $58,094 thousand at Sep 30, 2021[79] - Approximately $83,600 thousand in restricted cash, collateralizing an LOC for Walden University's DOE Title IV program, is expected to be released within 12 months following the Walden sale[85] - The company made a $9,300 thousand payment in October 2021 to reduce future interest on Spanish tax audits, leading to the expected release of $11,000 thousand in cash collateral[86] Note 11. Share-based Compensation Provides a breakdown of share-based compensation expense for continuing and discontinued operations Share-based Compensation (in thousands) | Share-based Compensation (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :-------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total continuing operations | $2,026 | $2,627 | $5,977 | $7,899 | | Discontinued operations | $371 | $1,045 | $1,198 | $2,378 | | Total | $2,397 | $3,672 | $7,175 | $10,277 | Note 12. Stockholders' Equity Details changes in stockholders' equity, including stock repurchases and a significant special cash distribution - The company repurchased 25,059 thousand shares of Class A common stock for $364,586 thousand during the nine months ended September 30, 2021, under its $500,000 thousand stock repurchase program[93][240] - A special cash distribution of $7.01 per share, totaling $1,271,790 thousand, was approved on September 15, 2021, and paid on October 29, 2021, as part of a partial liquidation plan following the Walden sale[94][95] - The company expects to distribute additional net proceeds from escrow amounts and restricted cash related to the Walden sale as special distributions before December 31, 2022[96] Stockholders' Equity (in thousands) | Stockholders' Equity (in thousands) | Dec 31, 2020 | Sep 30, 2021 | | :---------------------------------- | :----------- | :----------- | | Total Laureate Education, Inc. stockholders' equity | $2,276,816 | $1,241,349 | | Accumulated deficit | $(176,822) | $(10,445) | | Treasury stock at cost | $(365,316) | $(729,902) | Note 13. Derivative Instruments Discusses the company's use of derivative instruments for risk management and the settlement of foreign currency swaps - Laureate uses derivative instruments (foreign currency and interest rate swaps) to manage exposure to foreign currency and interest rate fluctuations, not for speculative purposes[99][100] - Settlement of BRL-to-USD foreign currency swaps related to the Brazil operations sale resulted in a realized loss of $33,710 thousand and a net settlement payment to counterparties on June 2, 2021[104] Derivative Instruments (in thousands) | Derivative Instruments (in thousands) | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :------------------------------------ | :--------------------------- | :--------------------------- | | Unrealized gain on cross currency swaps | $25,824 | $0 | | Realized loss on cross currency swaps | $(50,341) | $(626) | | Net Loss on derivatives | $(24,517) | $(626) | Note 14. Income Taxes Explains income tax provisions, influenced by earnings mix and tax reserves, noting a significant expense increase - Income tax expense from continuing operations was $(174,163) thousand for the nine months ended September 30, 2021, compared to a benefit of $293,514 thousand in the prior year, driven by jurisdictional mix, tax reserve changes, and withholding taxes[109] - Discrete tax expense of approximately $35,700 thousand was recorded in Q3 2021 for changes in estimate related to provision-to-return adjustments for GILTI high-tax exception regulations[109] Note 15. Earnings (Loss) Per Share Details the calculation of basic and diluted earnings per share for both continuing and discontinued operations EPS Metrics | EPS Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :--------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Basic and diluted EPS (total) | $1.94 | $(3.73) | $0.86 | $(4.72) | | Loss from continuing operations | $(0.06) | $(1.29) | $(1.51) | $(0.36) | | Income (loss) from discontinued operations | $2.00 | $(2.44) | $2.37 | $(4.36) | Excluded from Diluted EPS (in thousands) | Excluded from Diluted EPS (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :--------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Stock options | 2,845 | 3,838 | 3,162 | 4,205 | | Restricted stock units | 687 | 727 | 698 | 732 | Note 16. Legal and Regulatory Matters Discusses ongoing legal and regulatory matters in Mexico and Peru, including COVID-19 impacts and tax implications - Administrative and limited face-to-face educational activities have resumed at all campuses in Mexico, as education is deemed an essential activity[117] - Peru's national sanitary emergency is extended until March 2022; face-to-face classes at higher education institutions may resume semi-presentially in 2022, depending on COVID-19 rates[118] - Sales of Company shares may be subject to a 30% Peruvian tax on realized gains if certain thresholds are exceeded, with potential joint and several liability for the Company's Peruvian subsidiaries if the tax is unpaid[119][120] Note 17. Fair Value Measurement Defines fair value hierarchy and notes no recurring fair value measurements for financial instruments as of September 30, 2021 - Fair value is categorized into Level 1 (quoted prices), Level 2 (observable inputs), and Level 3 (unobservable inputs)[121] - As of September 30, 2021, Laureate did not hold any financial assets or liabilities measured at fair value on a recurring basis[123] Financial Instruments (in thousands) | Financial Instruments (in thousands) | Dec 31, 2020 Total Fair Value | Level 1 | Level 2 | Level 3 | | :----------------------------------- | :---------------------------- | :------ | :------ | :------ | | Derivative instruments (Liabilities) | $25,824 | $0 | $25,824 | $0 | Note 18. Supplemental Cash Flow Information Provides a reconciliation of cash, cash equivalents, and restricted cash, detailing its collateralization Cash & Restricted Cash (in thousands) | Cash & Restricted Cash (in thousands) | Sep 30, 2021 | Sep 30, 2020 | Dec 31, 2020 | | :------------------------------------ | :----------- | :----------- | :----------- | | Cash and cash equivalents | $1,856,856 | $716,799 | $750,147 | | Restricted cash | $104,999 | $30,857 | $117,151 | | Total | $1,961,855 | $747,656 | $867,298 | - Restricted cash, totaling $104,999 thousand as of September 30, 2021, is not immediately available for operations and primarily collateralizes standby letters of credit[124] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management's discussion and analysis of Laureate Education, Inc.'s financial condition, operating results, and cash flows Forward-Looking Statements Highlights forward-looking statements subject to risks and uncertainties, including those related to operations, COVID-19, and currency - The report contains forward-looking statements regarding estimated earnings, costs, cash flows, growth rates, and the impact of COVID-19, which are subject to various risks and uncertainties[126] - Key risks include operating in Mexico and Peru (business, foreign currency, political, regulatory, tax, economic risks), ability to maintain tuition/enrollment, COVID-19 impact, and foreign currency fluctuations[127] Introduction Introduces the MD&A section, explaining Laureate Education, Inc.'s financial condition, operations, and cash flows - The MD&A provides an understanding of Laureate Education, Inc.'s results of operations, financial condition, and cash flows, presented in U.S. dollars[129] Overview Provides an overview of Laureate's continuing operations in Mexico and Peru, strategic divestitures, and key challenges - Laureate operates five degree-granting higher education institutions in Mexico and Peru, with approximately 390,200 students, representing its Continuing Operations[130][139] - The company has temporarily transitioned all campus-based institutions to predominantly online delivery due to the COVID-19 pandemic, with the long-term impact on enrollment and tuition still uncertain[131][132] - Significant divestitures, including Chile, Brazil, Australia, New Zealand, and Walden University, were completed as part of a strategic shift to simplify the business and repay debt, with Mexico and Peru remaining as Continuing Operations[135] - Key challenges include complex business, economic, legal, regulatory, political, tax, and foreign currency risks inherent in international operations, particularly in Mexico and Peru[140] - Enrollment is the most important non-financial metric and lead revenue indicator, with primary intakes varying by geographic region and academic program[142][143] Results from the Discontinued Operations Summarizes financial results of discontinued operations, highlighting significant gains and losses from divestitures Discontinued Operations Financials (in millions) | Metric (in millions) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Revenues | $70.8 | $459.4 | $542.7 | $1,342.3 | | Pretax income (loss) | $619.4 | $(409.6) | $714.2 | $(825.7) | | Income (loss) from discontinued operations, net of tax | $370.5 | $(513.4) | $456.8 | $(921.2) | - Significant gains from the sale of Walden University ($615.2 million pre-tax) and Brazil operations ($26.1 million pre-tax) were recognized in the nine months ended September 30, 2021[157] - The nine months ended September 30, 2020, included substantial impairment charges related to Chilean and Brazil operations, and losses on sales of Costa Rica and NSAD[159][160][161] Results of Operations Provides a detailed comparison of consolidated financial results, including revenues, expenses, operating income, and tax Consolidated Financial Results (in millions) | Metric (in millions) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | % Change | | :------------------- | :--------------------------- | :--------------------------- | :------- | | Revenues | $267.7 | $243.5 | 10% | | Operating income (loss) | $35.1 | $(318.2) | 111% | | Net income (loss) | $360.1 | $(784.4) | 146% | Consolidated Financial Results (in millions) | Metric (in millions) | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | % Change | | :------------------- | :--------------------------- | :--------------------------- | :------- | | Revenues | $790.0 | $739.7 | 7% | | Operating income (loss) | $6.4 | $(366.2) | 102% | | Net income (loss) | $166.0 | $(997.7) | 117% | - Revenues increased by $24.2 million (10%) for the three months and $50.3 million (7%) for the nine months ended September 30, 2021, primarily due to higher organic enrollment in Peru and product mix/pricing, partially offset by foreign currency effects[171][178] - Operating income significantly improved, changing from a loss of $(318.2) million to an income of $35.1 million for the three months, and from a loss of $(366.2) million to an income of $6.4 million for the nine months, mainly due to lower impairment charges in 2021[173][180] - Interest expense, net, decreased by $21.6 million (90%) for the three months and $35.8 million (48%) for the nine months, driven by lower average debt balances due to repayments[174][181] - Income tax changed from a benefit of $72.2 million to an expense of $(48.1) million for the three months, and from a benefit of $293.5 million to an expense of $(174.2) million for the nine months, primarily due to changes in earnings mix and discrete tax expenses[176][183] Non-GAAP Financial Measure Defines Adjusted EBITDA as a key non-GAAP performance measure and provides reconciliations from continuing operations - Adjusted EBITDA is a non-GAAP measure used to evaluate core operating performance, excluding items like depreciation, amortization, share-based compensation, impairment losses, and EiP expenses[186][187] Adjusted EBITDA Reconciliation (in millions) | Adjusted EBITDA Reconciliation (in millions) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | % Change | | :------------------------------------------- | :--------------------------- | :--------------------------- | :------- | | Loss from continuing operations | $(10.4) | $(271.0) | 96% | | Operating income (loss) | $35.1 | $(318.2) | 111% | | EBITDA | $61.0 | $(300.0) | 120% | | Adjusted EBITDA | $75.9 | $50.4 | 51% | Adjusted EBITDA Reconciliation (in millions) | Adjusted EBITDA Reconciliation (in millions) | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | % Change | | :------------------------------------------- | :--------------------------- | :--------------------------- | :------- | | Loss from continuing operations | $(290.8) | $(76.5) | nm | | Operating income (loss) | $6.4 | $(366.2) | 102% | | EBITDA | $82.0 | $(310.3) | 126% | | Adjusted EBITDA | $192.7 | $115.1 | 67% | - EiP implementation expenses decreased by $14.8 million (61%) for the three months and $29.0 million (44%) for the nine months, due to lower costs associated with revenue growth programs and divestiture-related fees[191][195] Segment Results Presents detailed financial results for Laureate's Mexico, Peru, and Corporate segments, focusing on revenues and Adjusted EBITDA Mexico Mexico segment revenues and Adjusted EBITDA increased, influenced by organic enrollment and foreign exchange Mexico Segment Performance (in millions) | Mexico Segment (in millions) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | % Change | | :--------------------------- | :--------------------------- | :--------------------------- | :------- | | Revenues | $131.3 | $115.9 | 13% | | Adjusted EBITDA | $27.0 | $15.5 | 74% | Mexico Segment Performance (in millions) | Mexico Segment (in millions) | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | % Change | | :--------------------------- | :--------------------------- | :--------------------------- | :------- | | Revenues | $390.9 | $385.0 | 2% | | Adjusted EBITDA | $61.5 | $58.5 | 5% | - Mexico's organic enrollment increased by 4% in Q3 2021, contributing $4.3 million to revenues[201] - For the nine months, Mexico's organic enrollment decreased by 1%, and revenues from product mix, pricing, and timing decreased due to increased discounts and scholarships[204] - The Mexican peso strengthened against the USD in the nine months ended September 30, 2021, increasing revenue by $26.8 million[204] Peru Peru segment revenues and Adjusted EBITDA increased significantly, driven by strong organic enrollment and pricing Peru Segment Performance (in millions) | Peru Segment (in millions) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | % Change | | :------------------------- | :--------------------------- | :--------------------------- | :------- | | Revenues | $133.1 | $127.3 | 5% | | Adjusted EBITDA | $70.8 | $56.5 | 25% | Peru Segment Performance (in millions) | Peru Segment (in millions) | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | % Change | | :------------------------- | :--------------------------- | :--------------------------- | :------- | | Revenues | $392.3 | $351.4 | 12% | | Adjusted EBITDA | $196.0 | $129.0 | 52% | - Peru's organic enrollment increased by 27% in Q3 2021, adding $32.3 million to revenues[206] - For the nine months, Peru's organic enrollment increased by 12%, and revenues from product mix, pricing, and timing increased due to pricing adjustments and more weeks of revenue recognition[215] Corporate Corporate segment revenues include transition services, with Adjusted EBITDA improving due to cost-reduction efforts Corporate Segment Performance (in millions) | Corporate Segment (in millions) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | % Change | | :------------------------------ | :--------------------------- | :--------------------------- | :------- | | Revenues | $3.3 | $0.3 | nm | | Adjusted EBITDA | $(22.0) | $(21.6) | (2)% | Corporate Segment Performance (in millions) | Corporate Segment (in millions) | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | % Change | | :------------------------------ | :--------------------------- | :--------------------------- | :------- | | Revenues | $6.8 | $3.3 | 106% | | Adjusted EBITDA | $(64.9) | $(72.4) | 10% | - Corporate Adjusted EBITDA improved by $7.5 million for the nine months ended September 30, 2021, primarily due to cost-reduction efforts, including reduced labor and professional fees[212][216] Liquidity and Capital Resources Discusses Laureate's liquidity sources and requirements, highlighting the impact of divestitures and special cash distribution - The company anticipates sufficient cash flow from operations and available cash to meet liquidity needs for at least the next 12 months[213] - Primary liquidity sources are tuition revenue from Mexico and Peru, with no material government-sponsored loan programs[218] - As of September 30, 2021, cash and cash equivalents totaled $1,856.9 million, and a special cash distribution of approximately $1,271.8 million was paid to shareholders on October 29, 2021[219][225] - The company maintains a $410.0 million revolving credit facility, with no outstanding balance as of September 30, 2021[220][232] - Recent divestitures (Honduras, Brazil, Walden University) generated significant proceeds, which were used for debt repayment and the special cash distribution[222][224][225] - Capital expenditures decreased by 56% to $32.9 million for the nine months ended September 30, 2021, primarily due to completed divestitures and targeted reductions to preserve cash during COVID-19[238] Cash Flows (in millions) | Cash Flows (in millions) | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :----------------------- | :--------------------------- | :--------------------------- | | Operating activities | $54.0 | $221.8 | | Investing activities | $2,054.4 | $(34.2) | | Financing activities | $(1,284.5) | $257.4 | | Net change in cash and cash equivalents and restricted cash | $1,094.6 | $649.8 | - Cash provided by operating activities decreased by $167.8 million to $54.0 million for the nine months ended September 30, 2021, mainly due to changes in working capital and divestiture of subsidiaries[243] - Cash flows from investing activities increased by $2,088.6 million to an inflow of $2,054.4 million, driven by higher cash receipts from sales of discontinued operations[244] - Cash flows from financing activities decreased by $1,541.9 million to an outflow of $(1,284.5) million, primarily due to net payments of long-term debt (full repayment of Senior Notes) and higher share repurchases[245] Critical Accounting Policies and Estimates No significant changes to critical accounting policies occurred, with ongoing monitoring of COVID-19 impacts - No significant changes to critical accounting policies and estimates occurred during the nine months ended September 30, 2021[246] - The company continues to monitor the impact of the COVID-19 pandemic on its accounting estimates[246] Recently Adopted Accounting Standards Refers to Note 2 for details on recently adopted accounting standards - Refer to Note 2 for details on recently adopted accounting standards[247] Item 3. Quantitative and Qualitative Disclosures About Market Risk No significant changes in market risk exposures have occurred since December 31, 2020 - No significant changes in market risk exposures have occurred since December 31, 2020[248] Item 4. Controls and Procedures Disclosure controls were effective, with no material changes to internal controls, though IT activities were outsourced - Disclosure controls and procedures were effective as of September 30, 2021[249] - No material changes in internal control over financial reporting occurred during the fiscal quarter ended September 30, 2021[250] - The majority of IT activities were outsourced to a third-party service provider effective October 1, 2021, as part of cost-reduction efforts[251] PART II. - OTHER INFORMATION This section provides other information, including legal proceedings, risk factors, equity sales, and exhibits Item 1. Legal Proceedings Refers to previous legal proceedings and notes an ongoing appeal regarding Spanish tax audits - An appeal regarding Spanish Taxing Authority audits for fiscal years 2006-2007 and 2008-2010 is ongoing, with both the Company and STA appealing the Spanish National Court decision[254] Item 1A. Risk Factors Highlights new risk factors, including potential Peruvian nonresident capital gains tax on share sales - New risk factors include potential Peruvian tax (30% on gain) on sales of Company shares by holders, if certain thresholds are met, regardless of non-Peruvian taxability[256] - The Company's Peruvian subsidiaries may face joint and several liability for unpaid Peruvian capital gains tax if a transferor held more than 10% interest in the Company's shares[258] - The impact of COVID-19 may exacerbate other risks previously disclosed[259] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Provides a summary of Class A common stock repurchases under the authorized stock repurchase program Class A Common Stock Repurchases (in thousands) | Period | Total shares purchased (in thousands) | Average price paid per share | Approximate dollar value of shares yet to be purchased (in thousands) | | :--------------- | :------------------------------------ | :--------------------------- | :------------------------------------------------------------------ | | 7/1/21 - 7/31/21 | 1,643 | $14.67 | $159,746 | | 8/1/21 - 8/31/21 | 2,070 | $15.37 | $127,934 | | 9/1/21 - 9/30/21 | 3,397 | $16.76 | $70,995 | | Total | 7,110 | $15.87 | $70,995 | - The company repurchased 7,110 thousand shares of Class A common stock for an average price of $15.87 per share during Q3 2021, with $70,995 thousand remaining under the $500,000 thousand repurchase authorization[261] Item 6. Exhibits Lists exhibits filed with the Form 10-Q, including agreements, certifications, and XBRL documents - The report includes various exhibits such as waiver and amendment agreements, certifications (Sarbanes-Oxley Act), and XBRL instance documents[263] SIGNATURES Contains the signatures of the registrant's authorized officers, certifying the report - The report is signed by Richard M. Buskirk, Senior Vice President and Chief Financial Officer, and Gerard M. Knauer, Vice President, Accounting and Global Controller, on November 4, 2021[266]