LAUREATE EDUCATION, INC. Forward-Looking Statements This Quarterly Report on Form 10-Q (this Form 10-Q) contains "forward-looking statements" within the meaning of the federal securities laws, which involve risks and uncertainties. You can identify forward-looking statements because they contain words such as "believes," "expects," "may," "will," "should," "seeks," "approximately," "intends," "plans," "estimates" or "anticipates" or similar expressions that concern our strategy, plans or intentions. All statements we make relating to estimated and projected earnings, costs, expenditures, cash flows, growth rates and financial results, and all statements we make relating to (i) our exploration of strategic alternatives and potential future plans, strategies or transactions that may be identified, explored or implemented as a result of such review process, (ii) our planned divestitures, the expected proceeds generated therefrom, the expected reduction in revenue resulting therefrom and any resulting litigation or dispute therewith, and (iii) the potential impact of the COVID-19 pandemic on our business or the global economy as a whole, are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. All of these forward-looking statements are subject to risks and uncertainties that may change at any time, including, with respect to our exploration of strategic alternatives, risks and uncertainties as to the terms, timing, structure, benefits and costs of any divestiture or separation transaction and whether one will be consummated at all, and the impact of any divestiture or separation transaction on our remaining businesses. Accordingly, our actual results may differ materially from those we expected. We derive most of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, including, without limitation, in conjunction with the forward-looking statements included in this Form 10-Q, are disclosed in "Item 1-Business," and "Item 1A-Risk Factors" of our Annual Report on Form 10-K for the fiscal year endedDecember 31, 2019 (the 2019 Form 10-K), as updated by Part II, "Item 1A-Risk Factors" of our Quarterly Reports on Form 10-Q for the quarters endedMarch 31, 2020 andJune 30, 2020 . Some of the factors that we believe could affect our results include: •the risks and uncertainties related to the long-term effect to the Company of the COVID-19 pandemic and its resurgence, including, but not limited to, its effect on student enrollment, tuition pricing, and collections in future periods; •the risks associated with conducting our global operations, including complex business, foreign currency, political, legal, regulatory, tax and economic risks; •the risks associated with our exploration of strategic alternatives, including possible disruption to our ongoing businesses and increased transaction-related expenses; •our ability to effectively manage the growth of our business, implement common operating models within our country networks and increase our operating leverage; •the development and expansion of our operations and the effect of new technology applications in the educational services industry; •our ability to successfully complete previously announced divestitures; •the effect of existing international andU.S. laws and regulations governing our business or changes to those laws and regulations or in their application to our business; •changes in the political, economic and business climate in the international or theU.S. markets where we operate; •risks of downturns in general economic conditions and in the educational services and education technology industries that could, among other things, impair our goodwill and intangible assets; •possible increased competition from other educational service providers; •market acceptance of new service offerings by us or our competitors and our ability to predict and respond to changes in the markets for our educational services; •the effect on our business and results of operations from fluctuations in the value of foreign currencies; •our ability to attract and retain key personnel; •the fluctuations in revenues due to seasonality; •our ability to maintain proper and effective internal controls necessary to produce accurate financial statements on a timely basis; 39 -------------------------------------------------------------------------------- •our focus on a specific public benefit purpose and producing a positive effect for society may negatively influence our financial performance; •the future trading prices of our Class A common stock and the impact of any securities analysts' reports on these prices; and •our ability to maintain and, subsequently, increase tuition rates and student enrollments in our institutions. We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this Form 10-Q may not in fact occur. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Introduction
This Management's Discussion and Analysis of Financial Condition and Results of Operations (the MD&A) is provided to assist readers of the financial statements in understanding the results of operations, financial condition and cash flows ofLaureate Education, Inc. This MD&A should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (Form 10-Q). The consolidated financial statements included elsewhere in this Form 10-Q are presented inU.S. dollars (USD) rounded to the nearest thousand, with the amounts in MD&A rounded to the nearest tenth of a million. Therefore, discrepancies in the tables between totals and the sums of the amounts listed may occur due to such rounding. Our MD&A is presented in the following sections: •Overview; •Results of Operations; •Liquidity and Capital Resources; •Critical Accounting Policies and Estimates; and •Recently Adopted Accounting Standards.
Overview
Our Business
We have built a portfolio of degree-granting higher education institutions, primarily focused inLatin America , with 335,600 students enrolled at our five institutions in two countries (Mexico andPeru ) included in our continuing operations as ofSeptember 30, 2020 . We believe the global higher education market presents an attractive long-term opportunity, primarily because of the large and growing imbalance between the supply and demand for quality higher education around the world. Advanced education opportunities drive higher earnings potential, and we believe the projected growth in the middle-class population worldwide and limited government resources dedicated to higher education create substantial opportunities for high-quality private institutions to meet this growing and unmet demand. Our outcomes-driven strategy is focused on enabling students to prosper and thrive in the dynamic and evolving knowledge economy. We have six operating segments as described below. We group our institutions by geography in: 1)Brazil ; 2)Mexico ; 3)Peru (formerly Andean); 4)Central America (formerlyCentral America &U.S. Campuses); and 5) Rest of World for reporting purposes. Our sixth segment, Online & Partnerships, includes fully online institutions that operate globally. As described further below, ourMexico andPeru operating segments are classified as Continuing Operations and the remaining operating segments are classified as Discontinued Operations.
COVID-19
In response to the COVID-19 pandemic, we have temporarily transitioned the
educational delivery method at all of our campus-based institutions to be online
and are leveraging our existing technologies and learning platforms to serve
students outside of the traditional classroom setting.
The outbreak of COVID-19 has caused domestic and global disruption in operations
for institutions of higher education. The long-term effect to the Company of the
COVID-19 pandemic depends on numerous factors, including, but not limited to,
the effect on student enrollment, tuition pricing, and collections in future
periods, which cannot be fully quantified at this time. In addition, regulatory
activity that occurs in response to COVID-19 could have an adverse effect on our
business if, for example,
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legislation was passed to suspend or reduce student tuition payments in any of
the markets in which we operate. As a result, the full impact of COVID-19 and
the scope of any adverse effect on the Company's operations, including any
potential impairments, which could be material, cannot be fully determined at
this time. See also "Part II, Item 1A-Risk Factors-An epidemic, pandemic or
other public health emergency, such as the recent outbreak of a novel strain of
coronavirus (COVID-19), could have a material adverse effect on our business,
financial condition, cash flows and results of operations" in our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2020 .
The COVID-19 pandemic has affected the academic calendars at a number of our
institutions, resulting in the deferral of revenue to the fourth quarter of 2020
that would otherwise have been recognized by September 30, 2020 , if the academic
calendars had not been changed. For the nine months ended September 30, 2020 ,
revenue of approximately $15 million related to our Mexico operations was
deferred to the fourth quarter of 2020, due to changes in the academic calendar,
primarily as a result of the COVID-19 pandemic. During the third quarter of
2020, our Peru operations held rescheduled classes and recognized revenue that
had previously been deferred as of June 30, 2020 , due to academic calendar
changes during the first half of 2020 that resulted from the COVID-19 pandemic.
Discontinued Operations
In 2017 and 2018, the Company announced the divestiture of certain subsidiaries located inEurope ,Asia andCentral America , which were included in the Rest of World,Peru (formerly Andean), andCentral America (formerlyCentral America &U.S. Campuses) segments. The goal of the divestitures was to create a more focused and simplified business model and generate proceeds to be used for further repayment of long-term debt. This represented a strategic shift that had a major effect on the Company's operations and financial results. Accordingly, all of the divestitures that were part of this strategic shift, as well as the Company's operations in theKingdom of Saudi Arabia that were managed under a contract that expired onAugust 31, 2019 and was not renewed, were accounted for as discontinued operations for all periods presented in accordance with Accounting Standards Codification (ASC) 205-20, "Discontinued Operations" (ASC 205). OnJanuary 27, 2020 , Laureate announced that its Board of Directors had authorized the Company to explore strategic alternatives for each of its businesses to unlock shareholder value. As part of this process, the Company is evaluating all potential options for its remaining businesses, including sales, spin-offs or business combinations. There can be no assurance as to the outcome of this process, including whether it will result in the completion of any transaction, as to the values that may be realized from any potential transaction or as to how long the review process will take. As a result of these efforts to explore strategic alternatives, during the third quarter of 2020, the Company announced that it had completed a sale of its operations inChile and had signed agreements to sell its operations inBrazil ,Australia and New Zealand , as well asWalden University , its fully online higher education institution inthe United States . The sale ofAustralia and New Zealand was subsequently completed onNovember 3, 2020 . After completing these announced divestitures, the Company's remaining principal markets will beMexico andPeru . This also represented a strategic shift that had a major effect on the Company's operations and financial results. Accordingly,Chile ,Brazil ,Australia and New Zealand , and Walden also have been accounted for as discontinued operations for all periods presented in accordance with ASC 205. Because our entireBrazil ,Central America , Rest of World and Online & Partnerships operating segments are included in Discontinued Operations, they no longer meet the criteria for a reportable segment under ASC 280, "Segment Reporting," and, therefore, are excluded from the segments information for all periods presented. In addition, the portions of the former Andean reportable segment (now called thePeru segment) that are included in Discontinued Operations, such asChile ,Spain andPortugal , have also been excluded from the segment information for all periods presented. Unless indicated otherwise, the information in the MD&A relates to continuing operations. The Company began closing sale transactions in the first quarter of 2018. We have not yet completed the divestitures ofWalden University or our subsidiaries inHonduras andBrazil . As noted above, during the third quarter of 2020, we signed agreements to sellWalden University and divest our operations inBrazil ,Chile , andAustralia and New Zealand . The divestitures ofChile andAustralia and New Zealand were completed onSeptember 11, 2020 andNovember 3, 2020 , respectively. OnOctober 13, 2020 , we entered into an agreement to sell our operations inHonduras . See also Note 4, Discontinued Operations and Assets Held for Sale, Note 5, Dispositions, and Note 19, Subsequent Events, in our consolidated financial statements included elsewhere in this Form 10-Q. 41 -------------------------------------------------------------------------------- If the Company determines that the estimated fair value of any business is less than its carrying value, the Company will be required to record an impairment charge that could be material. See Note 4, Discontinued Operations and Assets Held for Sale, in our consolidated financial statements included elsewhere in this Form 10-Q for discussion of the impairment charges that the Company recorded during 2020 forChile ,Honduras andBrazil . While the Company explores these strategic alternatives for its remaining Continuing Operations, and until the held-for-sale criteria are met, the long-lived assets in these businesses continue to be classified as held and used and are evaluated for impairment under that model, based on the cash flows expected to be generated by the use of those asset groups in operations. Should the held-for-sale criteria be met, the long-lived assets will be recorded at the lower of their carrying value or fair value, less cost to sell. Because completing a sale, spin-off, or other transaction may be challenging due to the regulatory environment, market conditions and other factors, the values that may be realized from any potential transactions could be less than if these businesses remained held and used. If the Company decides to sell any of its remaining businesses, the carrying value used to evaluate the business for potential impairment and to determine the gain or loss on sale will include any accumulated foreign currency translation (FX) losses associated with that business. In recent years, theU.S. dollar has strengthened against many international currencies, including the Brazilian Real and the Mexican Peso. As a result, the Company has significant FX losses recorded within stockholders' equity, as a component of accumulated other comprehensive income. As of bothSeptember 30, 2020 , andDecember 31, 2019 , the Company's consolidated FX loss totaled approximately$1.1 billion . Upon the sale of a business, any FX loss related to that business would be recognized as part of the gain or loss on sale. In addition, upon classification of a business as held-for-sale, the cumulative translation losses would be included as part of the carrying value of that business when evaluating it for potential impairment.
Presented in the table below are the Company's businesses, by asset group/reporting unit, that carry the most significant FX losses.
Asset Group/ Reporting Unit Foreign Currency Translation Losses
As of As of
(in millions) September 30, 2020 December 31, 2019
Brazil $ 494 $ 407
Mexico 627 461
Total Brazil and Mexico $ 1,121 $ 868
As discussed in Note 4, Discontinued Operations and Assets Held for Sale, in our
consolidated financial statements included elsewhere in this Form 10-Q, the
Company decided to sell its Brazil operations during the third quarter of 2020
and recorded an impairment charge to write down the carrying value of its Brazil
operations to its estimated fair value as of September 30, 2020 . While the
Company has not agreed to divest our Mexico operations, the substantial amounts
of FX losses attributable to this business would have a material effect on the
amount of gain or loss that would result from its sale. Moreover, such FX losses
could result in a material impairment charge (or increase it) if the
held-for-sale criteria are met and the carrying value of a held-for-sale
business exceeds its fair value, less cost to sell. To date, the Company has not
identified impairment indicators related to its Mexico asset group/reporting
unit based on the Company's estimates of future cash flows assuming that the
business is held and used. As a result of the considerations highlighted above
and the significant FX losses, the Mexico asset group/reporting unit may be at
risk of impairment if the Company commits to a plan to sell its interests in
this business. Furthermore, additional impairments of the Brazil asset
group/reporting unit could be required in future periods depending on changes in
Brazil's carrying value or estimated fair value. The Company will continue to
monitor for impairment indicators as additional information becomes known.
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--------------------------------------------------------------------------------Our Segments
Our campus-based segments generate revenues by providing an education that emphasizes profession-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. As noted above, in response to the COVID-19 pandemic we have temporarily transitioned the educational delivery method at our campus-based institutions to be online. Many of our largest campus-based operations are in developing markets which, in recent years, have experienced a growing demand for higher education based on favorable demographics and increasing secondary completion rates, driving increases in participation rates. 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 includeBrazil ,Mexico ,Peru ,Central America , and Rest of World. Specifics related to each of these campus-based segments and our Online & Partnerships segment are discussed below: •In Brazil, approximately 73% 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 11 institutions in seven states throughoutBrazil , with a particularly strong presence in the competitive São Paulo market. Most students finance their own education, while others rely on the government-sponsored programs such as Prouni and Fundo de Financiamento Estudantil (FIES). The entireBrazil segment is included in Discontinued Operations. •Public universities inMexico 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 35 campuses. Each institution inMexico has a national license. Students in our Mexican institutions typically finance their own education.
•The Peru segment includes three institutions, where the public sector plays a significant role, but private universities are increasingly providing the capacity to meet growing demand.
•The Central America segment includes an institution in
•The Rest of World segment includes campus-based institutions inAsia Pacific with operations inAustralia and New Zealand . Additionally, the Rest of World segment manages one institution inChina through a joint venture arrangement. The entire Rest of World segment is included in Discontinued Operations. •The Online & Partnerships segment includes fully online institutions that offer profession-oriented degree programs inthe United States throughWalden University (Walden), aU.S. -based accredited institution, and through theUniversity of Liverpool and theUniversity of Roehampton in theUnited Kingdom . These online institutions primarily serve working adults with undergraduate and graduate degree program offerings. Students inthe United States finance their education in a variety of ways, including Title IV programs. We no longer accept new enrollments at theUniversity of Liverpool and theUniversity of Roehampton , which are in a teach-out process. The entire Online & Partnerships segment is included in Discontinued Operations. Corporate is a non-operating business unit whose purpose is to support operations. Its departments are responsible for establishing operational policies and internal control standards, implementing strategic initiatives, and monitoring compliance with policies and controls throughout our operations. Our Corporate segment is an internal source of capital and provides financial, human resource, information technology, insurance, legal, and tax compliance services. The Corporate segment also contains the eliminations of intersegment revenues and expenses. 43 --------------------------------------------------------------------------------
The following information for our reportable segments in continuing operations
is presented as of
2020 YTD Revenues ($ % Contribution to 2020 YTD
Countries Institutions Enrollment in millions)(1) Revenues
Mexico 1 2 192,100 385.0 52 %
Peru 1 3 143,500 351.4 48 %
Total (1) 2 5 335,600 $ 739.7 100 %
(1) Amounts related to Corporate, partially offset by the elimination of
intersegment revenues, totaled
Challenges
Our operations are subject to complex business, economic, legal, regulatory, political, tax and foreign currency risks, which may be difficult to adequately address. The majority of our operations are outsidethe United States . As a result, we face risks that are inherent in international operations, including: fluctuations in exchange rates, possible currency devaluations, inflation and hyper-inflation; price controls and foreign currency exchange restrictions; potential economic and political instability in the countries in which we operate; expropriation of assets by local governments; key political elections and changes in government policies; multiple and possibly overlapping and conflicting tax laws; and compliance with a wide variety of foreign laws. See "Item 1A-Risk Factors-Risks Relating to Our Continuing Business-We are a multinational business with continuing operations in nine countries around the world, predominantly inLatin America , and are subject to complex business, economic, legal, political, tax and foreign currency risks, which risks may be difficult to adequately address," in our 2019 Form 10-K. There are also risks associated with our decision to divest certain operations. See "Item 1A-Risk Factors-Risks Relating to Our Continuing Business-Our exploration of strategic alternatives and our activities related to previously announced divestitures may disrupt our ongoing businesses, result in increased expenses and present certain risks to the Company," in our 2019 Form 10-K. We plan to grow our continuing operations organically by: 1) adding new programs and course offerings; 2) expanding target student demographics; and 3) increasing capacity at existing and new campus locations. Our success in growing our business will depend on the ability to anticipate and effectively manage these and other risks related to operating in various countries.
Regulatory Environment and Other Matters
Our business is subject to varying laws and regulations based on the requirements of local jurisdictions. These laws and regulations are subject to updates and changes. We cannot predict the form of the rules that ultimately may be adopted in the future or what effects they might have on our business, financial condition, results of operations and cash flows. We will continue to develop and implement necessary changes that enable us to comply with such laws and regulations. See Part II, "Item 1A-Risk Factors-An epidemic, pandemic or other public health emergency, such as the recent outbreak of a novel strain of coronavirus (COVID-19), could have a material adverse effect on our business, financial condition, cash flows and results of operations" in our Quarterly Report on Form 10-Q for the quarter endedMarch 31, 2020 . See also "Item 1A-Risk Factors-Risks Relating to Our Continuing Business-Our institutions are subject to uncertain and varying laws and regulations, and any changes to these laws or regulations or their application to us may materially adversely affect our business, financial condition and results of operations," "Risk Factors-Risks Relating to Our Highly Regulated Industry inthe United States ," and "Item 1-Business-Industry Regulation," in our 2019 Form 10-K for a detailed discussion of our different regulatory environments.
OnSeptember 14, 2020 ,Walden University (Walden) received a letter from the Civil Division of theUnited States Department of Justice (DOJ) indicating that the DOJ is examining whether Walden, in the operation of its Masters of Science in Nursing program (Nursing Program), may have violated the Federal False Claims Act by misrepresenting compliance with its program participation agreement with theU.S. Department of Education , which agreement coversWalden University's participation in federal student financial aid programs under Title IV of theU.S. Higher Education Act. The letter invites Walden to provide information regarding a number of specific areas primarily related to the practicum component of its Nursing Program, but it makes no allegations of any misconduct or wrongdoing by Walden. While the Company is cooperating with the DOJ's request to voluntarily provide information, it cannot predict the timing or outcome of this matter. Further, onOctober 12, 2020 , Walden received notice from theHigher Learning Commission (HLC) of its intent to assign a public "Governmental Investigation" designation to Walden due to the DOJ inquiry. While the HLC has complete discretion in whether to issue such a public designation, Walden has requested that such a designation not be imposed, as there has been no governmental allegation of any misconduct or illegal acts. The Company accrues for a liability when it is both probable that a liability has been incurred and the 44 -------------------------------------------------------------------------------- amount of the liability can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. The disclosures, accruals or estimates, if any, resulting from the foregoing analysis are reviewed and adjusted to reflect the effect of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. At this time, the Company does not believe that this matter will have a material effect on the Company's financial position, results of operations, or cash flows. Key Business Metric Enrollment Enrollment is our lead revenue indicator and represents our most important non-financial metric. We define "enrollment" as the number of students registered in a course on the last day of the enrollment reporting period. New enrollments provide an indication of future revenue trends. Total enrollment is a function of continuing student enrollments, new student enrollments and enrollments from acquisitions, offset by graduations, attrition and enrollment decreases due to dispositions. Attrition is defined as a student leaving the institution before completion of the program. To minimize attrition, we have implemented programs that involve assisting students in remedial education, mentoring, counseling and student financing. Each of our institutions has an enrollment cycle that varies by geographic region and academic program. Each institution has a "Primary Intake" period during each academic year in which the majority of the enrollment occurs. Most institutions also have one or more smaller "Secondary Intake" periods. Our Peruvian institutions have their Primary Intake during the first calendar quarter and a Secondary Intake during the third calendar quarter. Institutions in ourMexico segment have their Primary Intake during the third calendar quarter and a Secondary Intake during the first calendar quarter. Our institutions inPeru are generally out of session in January, February and July, while institutions inMexico are generally out of session in May through July. Revenues are recognized when classes are in session.
Principal Components of Income Statement
Revenues
The majority of our revenue is derived from tuition and educational services. The amount of tuition generated in a given period depends on the price per credit hour and the total credit hours or price per program taken by the enrolled student population. The price per credit hour varies by program, by market and by degree level. Additionally, varying levels of discounts and scholarships are offered depending on market-specific dynamics and individual achievements of our students. Revenues are recognized net of scholarships, other discounts, refunds, waivers and the fair value of any guarantees made by Laureate related to student financing programs. In addition to tuition revenues, we generate other revenues from student fees, dormitory/residency fees and other education-related activities. These other revenues are less material to our overall financial results and have a tendency to trend with tuition revenues. The main drivers of changes in revenues between periods are student enrollment and price. We continually monitor market conditions and carefully adjust our tuition rates to meet local demand levels. We proactively seek the best price and content combinations to remain competitive in all the markets in which we operate. Direct Costs Our direct costs include labor and operating costs associated with the delivery of services to our students, including the cost of wages, payroll taxes and benefits, depreciation and amortization, rent, utilities, bad debt expenses, and marketing and promotional costs to grow future enrollments. In general, a significant portion of our direct costs tend to be variable in nature and trend with enrollment, and management continues to monitor and improve the efficiency of instructional delivery. Conversely, as campuses expand, direct costs may grow faster than enrollment growth as infrastructure investments are made in anticipation of future enrollment growth.
General and Administrative Expenses
Our general and administrative expenses primarily consist of costs associated with corporate departments, including executive management, finance, legal, business development and other departments that do not provide direct operational services.
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--------------------------------------------------------------------------------Factors Affecting Comparability
Acquisitions
Our past experiences provide us with the expertise to further our mission of providing high-quality, accessible and affordable higher education to students by expanding into new markets if opportunities arise, primarily through acquisitions. Acquisitions affect the comparability of our financial statements from period to period. Acquisitions completed during one period impact comparability to a prior period in which we did not own the acquired entity. Therefore, changes related to such entities are considered "incremental impact of acquisitions" for the first 12 months of our ownership. We have not made any acquisitions thus far in 2020, and we did not make any acquisitions in 2019 related to our continuing operations.
Dispositions
Any dispositions of our continuing operations affect the comparability of our financial statements from period to period. Dispositions completed during one period impact comparability to a prior period in which we owned the divested entity. Therefore, changes related to such entities are considered "incremental impact of dispositions" for the first 12 months subsequent to the disposition. As discussed above, all of the divestitures that are part of the strategic shifts are included in Discontinued Operations for all periods presented.
Foreign Exchange
Institutions in our continuing operations are located outsidethe United States . These institutions enter into transactions in currencies other than USD and keep their local financial records in a functional currency other than the USD. We monitor the impact of foreign currency movements and the correlation between the local currency and the USD. Our revenues and expenses are generally denominated in local currency. The USD is our reporting currency and our subsidiaries operate in other functional currencies, including: the Mexican Peso and Peruvian Nuevo Sol. The principal foreign exchange exposure is the risk related to the translation of revenues and expenses incurred in each country from the local currency into USD. See "Item 1A-Risk Factors-Risks Relating to Our Continuing Business-Our reported revenues and earnings may be negatively affected by the strengthening of theU.S. dollar and currency exchange rates" in our 2019 Form 10-K. In order to provide a framework for assessing how our business performed excluding the effects of foreign currency fluctuations, we present organic constant currency in our segment results, which is calculated using the change from prior-year average foreign exchange rates to current-year average foreign exchange rates, as applied to local-currency operating results for the current year, and then excludes the impact of acquisitions, divestitures and other items, as described in the segments results.
Seasonality
Institutions in our network have a summer break during which classes are
generally not in session and minimal revenues are recognized. In addition to the
timing of summer breaks, holidays such as Easter also have an impact on our
academic calendar. Operating expenses, however, do not fully correlate to the
enrollment and revenue cycles, as the institutions continue to incur expenses
during summer breaks. Given the geographic diversity of our institutions and
differences in timing of summer breaks, our second and fourth quarters are
stronger revenue quarters as the majority of our institutions are in session for
most of these respective quarters. Our first and third fiscal quarters are
weaker revenue quarters because our institutions have summer breaks for some
portion of one of these two quarters. However, our primary enrollment intakes
occur during the first and third quarters. Due to this seasonality, revenues and
profits in any one quarter are not necessarily indicative of results in
subsequent quarters and may not be correlated to new enrollment in any one
quarter. Additionally, seasonality may be affected due to other events, such as
the COVID-19 pandemic, which changed the academic calendar at many of our
institutions. See "Item 1A-Risk Factors-Risks Relating to Our Continuing
Business-We experience seasonal fluctuations in our results of operations" in
our 2019 Form 10-K.
Income Tax Expense
Our consolidated income tax provision is derived based on the combined impact of
federal, state and foreign income taxes. Also, discrete items can arise in the
course of our operations that can further impact the Company's effective tax
rate for the period. Our tax rate fluctuates from period to period due to
changes in the mix of earnings between our tax-paying entities, our tax-exempt
entities and our loss-making entities for which it is not 'more likely than not'
that a tax benefit will be realized on the loss. See "Item 1A-Risk Factors-Risks
Relating to Our Continuing Business-We may have exposure to
greater-than-anticipated tax liabilities" in our 2019 Form 10-K.
46
--------------------------------------------------------------------------------Results from the Discontinued Operations
The results of operations of our Discontinued Operations for the three and nine
months ended
For the three months ended For the nine months ended
September 30, September 30,
(in millions) 2020 2019 2020 2019
Revenues $ 459.4 $ 561.7 $ 1,342.3 $ 1,953.0
Costs and expenses:
Depreciation and amortization 13.7 28.5 60.2 84.7
Share-based compensation expense 1.0 0.3 2.4 2.0
Other direct costs 340.7 468.6 1,070.4 1,572.7
Loss on impairment of assets 208.0 25.0 639.3 25.2
Operating (loss) income (104.0) 39.3 (429.9) 268.3
Other non-operating expense (14.7) (32.4) (79.8) (45.3)
Pretax (loss) income of discontinued
operations (118.7) 6.9 (509.7) 223.0
Income tax benefit (51.1) 24.1 (48.2) 17.4
(Loss) income from discontinued operations,
net of tax (169.8) 31.0 (558.0) 240.4
(Loss) gain on sales of discontinued
operations, net of tax (343.6) (41.1) (363.3) 848.4
Net (loss) income from discontinued operations
Enrollments at our discontinued operations as of
Nine Months Ended
On
On
During the second quarter of 2020, we recorded impairment charges of$10.0 million related to ourHonduras institution and$418.0 million related to our Chilean operations in order to write down the carrying value of assets in those regions to their estimated fair value, and$3.3 million related to theBrazil enrollment to graduation (E2G) software assets. During the third quarter of 2020, we recorded an impairment charge of approximately$190.0 million related to ourBrazil operations in order to write down the carrying value ofBrazil's assets to their estimated fair value. We also recorded an additional impairment charge of$10.0 million related to ourHonduras operation in order to write down the carrying value of its assets to their estimated fair value based on the sale agreement that was signed inOctober 2020 . OnSeptember 10, 2020 , we completed the divestiture of our operations inChile , resulting in a pre-tax loss of approximately$344.5 million that relates primarily to the accumulated foreign currency translation losses associated with the Chilean operations.
On
In earlyOctober 2020 , we received a payment for$8.4 million , representing a portion of the$15.0 million deferred purchase price related to the sale of our operations inTurkey inAugust 2019 . At the time of the sale, the Company determined that this deferred purchase price would be recognized if collected. Accordingly, as ofSeptember 30, 2020 , the Company recorded a receivable of$8.4 million through a reduction of the loss on sale forTurkey . The remaining deferred purchase price is due inJanuary 2021 and will be recognized when collected. 47 --------------------------------------------------------------------------------
Nine Months Ended
On
On
On
On
On
On
On
During the third quarter of 2019, we recorded an impairment charge of approximately$25.0 million related to long-lived assets of our institutions inCosta Rica in order to write down the carrying value of those assets to their estimated fair value. The sale of theCosta Rica institutions was completed onJanuary 10, 2020 . Results of Operations
The following discussion of the results of our operations is organized as follows:
•Summary Comparison of Consolidated Results; •Non-GAAP Financial Measure; and •Segment Results. Summary Comparison of Consolidated Results Discussion of Significant Items Affecting the Consolidated Results for the Nine Months EndedSeptember 30, 2020 and 2019
Nine Months Ended
During the first quarter of 2020, the Company recorded an impairment charge of
During the second quarter of 2020, the Company recorded an impairment charge of approximately$23.8 million related to theBrazil E2G software assets that were recorded on the Corporate segment, as described in Note 7,Goodwill and Loss on Impairment of Assets, in our consolidated financial statements included elsewhere in this Form 10-Q. During the third quarter of 2020, the Company recognized an impairment charge of$320.0 million on the Laureate tradename, an intangible asset, as described in Note 7,Goodwill and Loss on Impairment of Assets, in our consolidated financial statements included elsewhere in this Form 10-Q.
Nine Months Ended
During the first quarter of 2019, we used approximately$340.0 million of the net proceeds from the sale ofSt. Augustine to repay a portion of our term loan that had a maturity date ofApril 2024 (the 2024 Term Loan). In addition, the Company elected to repay approximately$35.0 million of the approximately$51.7 million principal balance outstanding for certain notes payable at a real estate subsidiary inChile . In connection with these debt repayments, the Company recorded a loss on debt extinguishment of$10.6 million , primarily related to the write off of a pro-rata portion of the unamortized deferred financing costs associated with the repaid debt balances. This loss is included in other non-operating income in the year-to-date table below. 48 -------------------------------------------------------------------------------- During the second quarter of 2019, we fully repaid the remaining balance outstanding under the 2024 Term Loan, using proceeds received from the sale of our operations inIndia ,Spain andPortugal . The remaining proceeds were used to repay borrowings outstanding under the senior secured revolving credit facility. In connection with these debt repayments, the Company recorded a loss on debt extinguishment of$15.6 million related to the write off of a pro-rata portion of the unamortized deferred financing costs associated with the repaid debt balances, as well as the debt discount associated with the 2024 Term Loan. This loss is included in other non-operating income in the year-to-date table below. Comparison of Consolidated Results for the Three Months EndedSeptember 30, 2020 and 2019 % Change Better/(Worse) (in millions) 2020 2019 2020 vs. 2019 Revenues$ 243.5 $ 277.3 (12) % Direct costs 185.8 229.7 19 % General and administrative expenses 52.6 65.9 20 % Loss on impairment of assets 323.4 - nm Operating loss (318.2) (18.4) nm Interest expense, net of interest income (24.0) (27.4) 12 % Other non-operating (expense) income (1.0) 7.3 (114) % Loss from continuing operations before income taxes (343.2) (38.6) nm Income tax benefit (expense) 72.2 (48.1) nm Loss from continuing operations (271.0) (86.6) nm
(Loss) income from discontinued operations, net of tax
(169.8) 31.0 nm
Loss on sales of discontinued operations, net of tax (343.6) (41.1) nm
Net loss (784.4) (96.8) nm
Net loss attributable to noncontrolling interests - 1.6 100 %
Net loss attributable to
(95.2) nm
nm - percentage changes not meaningful
For further details on certain discrete items discussed below, see "Discussion of Significant Items Affecting the Consolidated Results." Comparison of Consolidated Results for the Three Months EndedSeptember 30, 2020 to the Three Months EndedSeptember 30, 2019 Revenues decreased by$33.8 million to$243.5 million for the three months endedSeptember 30, 2020 (the 2020 fiscal quarter) from$277.3 million for the three months endedSeptember 30, 2019 (the 2019 fiscal quarter). The effect of a net change in foreign currency exchange rates decreased revenues by$22.9 million , driven by the weakening of the Mexican Peso and the Peruvian Nuevo Sol against the USD. Additionally, average total organic enrollment at a majority of our institutions decreased during the 2020 fiscal quarter, decreasing revenues by$22.9 million compared to the 2019 fiscal quarter. These decreases in revenues were partially offset by the effect of changes in tuition rates and enrollments in programs at varying price points (product mix), pricing and timing, which increased revenues by$12.4 million compared to the 2019 fiscal quarter, mainly in ourPeru segment where it was mostly attributable to changes in the academic calendar resulting from the COVID-19 pandemic. Other Corporate and Eliminations changes accounted for a decrease in revenues of$0.4 million . Direct costs and general and administrative expenses combined decreased by$57.2 million to$238.4 million for the 2020 fiscal quarter from$295.6 million for the 2019 fiscal quarter. The effect of a net change in foreign currency exchange rates decreased costs by$19.4 million . The effect of operational changes decreased costs by$21.0 million , mainly driven by cost-saving initiatives to preserve liquidity in the wake of the COVID-19 pandemic. Additionally, changes in acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in recorded indemnification assets resulted in a year-over-year decrease in direct costs of$0.2 million . Other Corporate and Eliminations expenses accounted for a decrease in costs of$16.6 million , related to cost-reduction efforts. 49 -------------------------------------------------------------------------------- Operating loss increased by$299.8 million to$318.2 million for the 2020 fiscal quarter from$18.4 million for the 2019 fiscal quarter, driven by the impairment charges of$323.4 million during the 2020 fiscal quarter. As compared to the 2019 fiscal quarter, ourMexico segment had a higher operating loss, which was essentially fully offset by higher operating income at ourPeru segment. The overall increase in operating loss was partially offset by lower operating costs at Corporate. Interest expense, net of interest income decreased by$3.4 million to$24.0 million for the 2020 fiscal quarter from$27.4 million for the 2019 fiscal quarter. The decrease in interest expense was primarily attributable to lower average debt balances. Other non-operating (expense) income changed by$8.3 million to expense of$(1.0) million for the 2020 fiscal quarter from income of$7.3 million for the 2019 fiscal quarter. This change was primarily attributable to a loss on foreign currency exchange for the 2020 fiscal quarter compared to a gain for the 2019 fiscal quarter, for a change of$10.6 million , and a gain on derivative instruments for the 2019 fiscal quarter of$0.3 million . These decreases in other non-operating income were partially offset by: (1) a gain on disposal of subsidiaries for the 2020 fiscal quarter compared to a loss for the 2019 fiscal quarter, for a change of$2.1 million ; (2) an increase in other non-operating income of$0.3 million ; and (3) a loss on debt extinguishment of$0.2 million during the 2019 fiscal quarter. Income tax benefit (expense) changed by$120.3 million to a benefit of$72.2 million for the 2020 fiscal quarter from an expense of$(48.1) million for the 2019 fiscal quarter. This change was attributable to (1) a discrete tax benefit of approximately$71 million related to the Company's election to exclude certain foreign income of foreign corporations from global intangible low-taxed income (GILTI), (2) a tax benefit of approximately$31 million related to changes in valuation allowance against theU.S. andAustralia deferred tax assets, (3) a tax benefit related to changes in reserves on uncertain tax positions audit settlement, and (4) changes in the mix of pre-tax book income attributable to taxable and non-taxable entities in various taxing jurisdictions. These tax benefits were partially offset by a tax expense of approximately$81 million related to the remeasurement of the tax-basis step up of certain intellectual property that became subject to Dutch taxation inthe Netherlands following the reclassification of certain entities as held for sale during the third quarter of 2020. (Loss) income from discontinued operations, net of tax changed by$200.8 million to a loss of$(169.8) million for the 2020 fiscal quarter from income of$31.0 million for the 2019 fiscal quarter. This change was primarily driven by higher impairment charges of$183.0 million during the 2020 fiscal quarter related to assets that were held for sale, partially offset by higher income inChile . Loss on sales of discontinued operations, net of tax increased by$302.5 million to$343.6 million for the 2020 fiscal quarter, primarily related to the net effect of the sales of our operations inChile andMalaysia , combined with an adjustment to the loss on sale of ourTurkey operations, compared to$41.1 million for the 2019 fiscal quarter, which was primarily related to the sale of ourTurkey operations. 50 -------------------------------------------------------------------------------- Comparison of Consolidated Results for the Nine Months EndedSeptember 30, 2020 and 2019 % Change Better/(Worse) (in millions) 2020 2019 2020 vs. 2019 Revenues$ 739.7 $ 860.2 (14) % Direct costs 614.1 706.8 13 % General and administrative expenses 140.8 174.5 19 % Loss on impairment of assets 350.9 0.2 nm Operating loss (366.2) (21.3) nm Interest expense, net of interest income (74.1) (99.0) 25 % Other non-operating income 70.1 2.3 nm
Loss from continuing operations before income taxes and equity in net income of affiliates
(370.2) (117.9) nm
Income tax benefit (expense) 293.5 (94.0) nm
Equity in net income of affiliates, net of tax 0.2 0.2 - %
Loss from continuing operations (76.5) (211.7) 64 %
(Loss) income from discontinued operations, net of tax
(558.0) 240.4 nm
(Loss) gain on sales of discontinued operations, net of tax
(363.3) 848.4 (143) %
Net (loss) income (997.7) 877.1 nm
Net loss attributable to noncontrolling interests 5.1 0.5 nm
Net (loss) income attributable to Laureate
Education, Inc. $ (992.7) $ 877.6 nm
nm - percentage changes not meaningful
For further details on certain discrete items discussed below, see "Discussion of Significant Items Affecting the Consolidated Results."
Comparison of Consolidated Results for the Nine Months Ended
Revenues decreased by$120.5 million to$739.7 million for the nine months endedSeptember 30, 2020 (the 2020 fiscal period) from$860.2 million for the nine months endedSeptember 30, 2019 (the 2019 fiscal period). The effect of a net change in foreign currency exchange rates decreased revenues by$61.5 million , driven by the weakening of the Mexican Peso and the Peruvian Nuevo Sol against the USD. Average total organic enrollment at a majority of our institutions decreased during the 2020 fiscal period, decreasing revenues by$36.7 million compared to the 2019 fiscal period. The effect of product mix, pricing and timing decreased revenues by$21.1 million for the 2020 fiscal period, mainly due to the effect of the COVID-19 pandemic on the academic calendar timing. Other Corporate and Eliminations changes accounted for a decrease in revenues of$1.2 million . Direct costs and general and administrative expenses combined decreased by$126.4 million to$754.9 million for the 2020 fiscal period from$881.3 million for the 2019 fiscal period. The effect of a net change in foreign currency exchange rates decreased costs by$48.7 million . The effect of operational changes decreased direct costs by$50.1 million , mainly driven by cost-saving initiatives to preserve liquidity in the wake of the COVID-19 pandemic. Other Corporate and Eliminations expenses accounted for a decrease in costs of$38.8 million in the 2020 fiscal period, related to cost-reduction efforts. Partially offsetting these decreases in direct costs was Excellence-in-Process (EiP) implementation expense, which increased costs by$10.4 million for the 2020 fiscal period compared to the 2019 fiscal period, in addition to changes in acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in recorded indemnification assets, which resulted in a year-over-year increase in direct costs of$0.8 million . Operating loss increased by$344.9 million to$366.2 million for the 2020 fiscal period from$21.3 million for the 2019 fiscal period. This increase was primarily a result of the impairment charges of$350.9 million during the 2020 fiscal period, partially offset by lower operating costs at Corporate. 51 -------------------------------------------------------------------------------- Interest expense, net of interest income decreased by$24.9 million to$74.1 million for the 2020 fiscal period from$99.0 million for the 2019 fiscal period. The decrease in interest expense was primarily attributable to lower average debt balances. Other non-operating income increased by$67.8 million to$70.1 million for the 2020 fiscal period from$2.3 million for the 2019 fiscal period. This change was primarily attributable to: (1) an increase in gain on foreign currency exchange of$63.5 million ; (2) a decrease in loss on debt extinguishment of$22.1 million , related to the repayment of the 2024 Term Loan during the 2019 fiscal period; and (3) a decrease in loss on disposal of subsidiaries of$0.3 million . These increases in non-operating income were partially offset by a loss on derivative instruments for the 2020 fiscal period compared to a gain for the 2019 fiscal period, for a change of$9.8 million , and a decrease in other non-operating income of$8.3 million , primarily attributable to non-operating income recorded during the 2019 fiscal period related to the sale of an equity security held at Corporate. Income tax benefit (expense) changed by$387.5 million to a benefit of$293.5 million for the 2020 fiscal period from an expense of$(94.0) million for the 2019 fiscal period. This change was attributable to a net discrete tax benefit of approximately$141 million that was recognized during the 2020 fiscal period related to the tax-basis step up of certain intellectual property that became subject to Dutch taxation inthe Netherlands , a discrete tax benefit of approximately$71 million related to the Company's election to exclude certain foreign income of foreign corporations from GILTI, and a tax benefit of approximately$31 million related to changes in valuation allowance againstU.S. andAustralia deferred tax assets. (Loss) income from discontinued operations, net of tax changed by$798.4 million to a loss of$(558.0) million for the 2020 fiscal period from income of$240.4 million for the 2019 fiscal period. This change was primarily the result of higher year-over-year impairment charges of$614.1 million during the 2020 fiscal period related to assets that were held for sale, combined with the sales of discontinued operations that generated income during the 2019 fiscal period. (Loss) gain on sales of discontinued operations, net of tax changed by$1,211.7 million to a loss of$(363.3) million for the 2020 fiscal period, related to the net effect of the sales of NSAD and our operations inCosta Rica ,Chile andMalaysia , combined with an adjustment to the loss on sale of ourTurkey operations, compared to a gain of$848.4 million for the 2019 fiscal period related to the sales ofSt. Augustine and our operations inThailand ,South Africa ,India ,Spain ,Portugal andTurkey , along with an adjustment to the gain on the sale of ourChina operation. Net loss attributable to noncontrolling interests increased by$4.6 million to$5.1 million for the 2020 fiscal period from$0.5 million for the 2019 fiscal period. This change was primarily related to our previous joint venture inSaudi Arabia . Non-GAAP Financial Measure We define Adjusted EBITDA as income (loss) from continuing operations, before equity in net (income) loss of affiliates, net of tax, income tax expense (benefit), (gain) loss on sale or disposal of subsidiaries, net, foreign currency exchange (gain) loss, net, other (income) expense, net, loss (gain) on derivatives, loss on debt extinguishment, interest expense and interest income, plus depreciation and amortization, share-based compensation expense, loss on impairment of assets and expenses related to implementation of our Excellence-in-Process (EiP) initiative. When we review Adjusted EBITDA on a segment basis, we exclude inter-segment revenues and expenses that eliminate in consolidation. Adjusted EBITDA is used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. Adjusted EBITDA is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Additionally, Adjusted EBITDA is a key financial measure used by the compensation committee of our board of directors and our Chief Executive Officer in connection with the payment of incentive compensation to our executive officers and other members of our management team. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. 52 -------------------------------------------------------------------------------- The following table presents Adjusted EBITDA and reconciles loss from continuing operations to Adjusted EBITDA for the three months endedSeptember 30, 2020 and 2019: % Change Better/(Worse) (in millions) 2020 2019 2020 vs. 2019 Loss from continuing operations$ (271.0) $ (86.6) nm Plus: Income tax (benefit) expense (72.2) 48.1 nm Loss from continuing operations before income taxes (343.2) (38.6) nm
Plus:
(Gain) loss on disposal of subsidiaries, net (0.6) 1.5 140 % Foreign currency exchange loss (gain), net 2.9 (7.7) (138) % Other income, net (1.3) (1.0) 30 % Gain on derivatives - (0.3) (100) % Loss on debt extinguishment - 0.2 100 % Interest expense 24.7 28.3 13 % Interest income (0.7) (0.9) (22) % Operating loss (318.2) (18.4) nm Plus: Depreciation and amortization 18.2 20.4 11 % EBITDA (300.0) 2.0 nm
Plus:
Share-based compensation expense (a) 2.6 1.2 (117) % Loss on impairment of assets (b) 323.4 - nm EiP implementation expenses (c) 24.4 27.3 11 % Adjusted EBITDA$ 50.4 $ 30.5 65 %
nm - percentage changes not meaningful
(a) Represents non-cash, share-based compensation expense pursuant to the provisions of ASC 718, "Stock Compensation." (b) Represents non-cash charges related to impairments of long-lived assets. For further details, see "Discussion of Significant Items Affecting the Consolidated Results for the Nine Months EndedSeptember 30, 2020 ." (c) EiP implementation expenses are related to our enterprise-wide initiative to optimize and standardize Laureate's processes, creating vertical integration of procurement, information technology, finance, accounting and human resources. It included the establishment of regional shared services organizations (SSOs) around the world, as well as improvements to the Company's system of internal controls over financial reporting. The EiP initiative also includes other back- and mid-office areas, as well as certain student-facing activities, expenses associated with streamlining the organizational structure and certain non-recurring costs incurred in connection with the planned and completed dispositions. EiP also includes expenses associated with an enterprise-wide program aimed at revenue growth.
Comparison of Depreciation and Amortization, Share-based Compensation and EiP
Implementation Expenses for the Three Months Ended
Depreciation and amortization decreased by$2.2 million to$18.2 million for the 2020 fiscal quarter from$20.4 million for the 2019 fiscal quarter. The effects of foreign currency exchange decreased depreciation and amortization expense by$1.4 million for the 2020 fiscal quarter. Other items decreased depreciation and amortization by$0.8 million .
Share-based compensation expense increased by
EiP implementation expenses decreased by
53
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The following table presents Adjusted EBITDA and reconciles loss from continuing
operations to Adjusted EBITDA for the nine months ended September 30, 2020 and
2019:
% Change
Better/(Worse)
(in millions) 2020 2019 2020 vs. 2019
Loss from continuing operations $ (76.5) $ (211.7) 64 %
Plus:
Equity in net income of affiliates, net of tax (0.2) (0.2) - % Income tax (benefit) expense (293.5) 94.0 nm
Loss from continuing operations before income taxes and equity in net income of affiliates
(370.2) (117.9) nm
Plus:
Loss on disposal of subsidiaries, net 1.2 1.5 20 % Foreign currency exchange gain, net (71.1) (7.6) nm Other income, net (0.8) (9.1) (91) % Loss (gain) on derivatives 0.6 (9.2) (107) % Loss on debt extinguishment - 22.1 100 % Interest expense 75.7 101.5 25 % Interest income (1.6) (2.6) (38) % Operating loss (366.2) (21.3) nm Plus: Depreciation and amortization 55.9 61.6 9 % EBITDA (310.3) 40.3 nm Plus: Share-based compensation expense (a) 7.9 7.5 (5) % Loss on impairment of assets (b) 350.9 0.2 nm EiP implementation expenses (c) 66.5 56.1 (19) % Adjusted EBITDA$ 115.1 $ 104.2 10 %
nm - percentage changes not meaningful
(a) Represents non-cash, share-based compensation expense pursuant to the provisions of ASC 718, "Stock Compensation." (b) Represents non-cash charges related to impairments of long-lived assets. For further details, see "Discussion of Significant Items Affecting the Consolidated Results for the Nine Months EndedSeptember 30, 2020 ." (c) EiP implementation expenses are related to our enterprise-wide initiative to optimize and standardize Laureate's processes, creating vertical integration of procurement, information technology, finance, accounting and human resources. It included the establishment of regional shared services organizations (SSOs) around the world, as well as improvements to the Company's system of internal controls over financial reporting. The EiP initiative also includes other back- and mid-office areas, as well as certain student-facing activities, expenses associated with streamlining the organizational structure and certain non-recurring costs incurred in connection with the planned and completed dispositions. Beginning in the third quarter of 2019, EiP also includes expenses associated with an enterprise-wide program aimed at revenue growth. Comparison of Depreciation and Amortization, Share-based Compensation and EiP Implementation Expenses for the Nine Months EndedSeptember 30, 2020 and 2019 Depreciation and amortization decreased by$5.7 million to$55.9 million for the 2020 fiscal period from$61.6 million for the 2019 fiscal period. The effects of foreign currency exchange decreased depreciation and amortization expense by$3.4 million for the 2020 fiscal period. Other items decreased depreciation and amortization by$2.3 million .
Share-based compensation expense increased by
54
--------------------------------------------------------------------------------
EiP implementation expenses increased by $10.4 million to $66.5 million for the
2020 fiscal period from $56.1 million for the 2019 fiscal period. This increase
was primarily attributable to higher legal and consulting fees related to our
divestiture activity and the inclusion in EiP of expenses associated with an
enterprise-wide program aimed at revenue growth.
Segment Results
We have two reportable segments:Mexico andPeru (formerly Andean). As discussed in "Overview," the entireBrazil ,Central America , Rest of World and Online & Partnerships operating segments are included in Discontinued Operations and therefore are excluded from segment results. For purposes of the following comparison of results discussion, "segment direct costs" represent direct costs by segment as they are included in Adjusted EBITDA, such that depreciation and amortization expense, loss on impairment of assets, share-based compensation expense and our EiP implementation expenses have been excluded. Organic enrollment is based on average total enrollment for the period. For a further description of our segments, see "Overview."
The following tables, derived from our consolidated financial statements included elsewhere in this Form 10-Q, presents selected financial information of our segments:
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