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Acquisitions | 12 Months Ended
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Dec. 31, 2018
Business Combinations [Abstract] |
Acquisitions | Acquisitions Included in the discussion below are transactions involving entities in Continuing Operations and Discontinued Operations. 2018 Acquisition Peru On November 5, 2018, Laureate Education Peru, SRL, an indirect wholly owned subsidiary of the Company, acquired all of the capital stock of Instituto de Educación Superior Tecnológico Privado Red Avansys SAC (Avansys), an institution in Peru, for a total purchase price of approximately 63,000 Peruvian Nuevo Sols (approximately US $18,900 at the acquisition date), plus debt assumed. The cash paid at acquisition, net of cash acquired, was $17,019. We account ed for this acquisition as a business combin ation. For this acquisition, Revenues, Operating income and Net income attributable to Laureate Education, Inc. were immaterial for the year ended December 31, 2018. The following table summarizes the estimated fair value of all assets acquired and the liabilities assumed at the date of acquisition:
| Avansys Peru
Current assets | $ | 3,921 |
Property and equipment | 13,673 |
Goodwill | 4,658 |
Other long-term assets | 815 |
Total assets acquired | 23,067 |
Current portion of long-term debt | 874 |
Other current liabilities | 3,332 |
Total liabilities | 4,206 |
Net assets acquired attributable to Laureate Education, Inc. | 18,861 |
Debt assumed | 874 |
Net assets acquired attributable to Laureate Education, Inc. plus debt assumed | $ | 19,735 |
Net assets acquired | $ | 18,861 |
Cash acquired | (1,842 | )
Net cash paid at acquisition | $ | 17,019 |
2018 Summary The amounts recorded for the 2018 acquisition are provisional as Laureate is in the process of finalizing amounts for the valuation of property and equipment. None of the goodwill related to the 2018 acquisition is expected to be deductible for income tax purposes. Pro forma results of operations have not been presented because the effects of the acquisition were not material to the Company’s financial results. 2017 Acquisition During the year ended December 31, 2018, Laureate consummated the business acquisition outlined below, which is included in our Consolidated Financial Statements commencing from the date of acquisition. Australia In June 2017, our Rest of World segment acquired the assets and business of the nursing division of Careers Australia (CA Nursing), a vocational institution in Australia, for a cash purchase price of Australian Dollar (AUD) 1,107 (US $835 at the date of acquisition) plus debt assumed of AUD 9,850 (US $7,433 at the acquisition date). We account ed for this acquisition as a business combin ation. For this acquisition, Revenues, Operating income and Net income attributable to Laureate Education, Inc. were immaterial for the year ended December 31, 2017. The following table summarizes the estimated fair value of all assets acquired and the liabilities assumed at the date of acquisition:
| CA Nursing Australia
Current assets | $ | 2,552 |
Property and equipment | 9,581 |
Goodwill | 3,584 |
Other intangible assets | 3,293 |
Total assets acquired | 19,010 |
Current portion of long-term debt | 166 |
Other current liabilities | 8,997 |
Long-term debt, less current portion | 7,267 |
Other long-term liabilities | 1,745 |
Total liabilities | 18,175 |
Net assets acquired attributable to Laureate Education, Inc. | 835 |
Debt assumed | 7,433 |
Net assets acquired attributable to Laureate Education, Inc. plus debt assumed | $ | 8,268 |
Net assets acquired | $ | 835 |
Net cash paid at acquisition | $ | 835 |
2017 Summary The amounts recorded for the 2017 acquisition are considered final. None of the goodwill related to the 2017 acquisition is expected to be deductible for income tax purposes. Pro forma results of operations for the acquisition completed during 2017 have not been presented because the effects of that acquisition were not material to the Company’s financial results. 2016 Transactions University of St. Augustine for Health Sciences, LLC (St. Augustine) On March 24, 2016, the noncontrolling interest holders of St. Augustine notified Laureate of their election to exercise their put option, which required Laureate to purchase the remaining noncontrolling interest of 20%. Accordingly, this noncontrolling interest became a mandatorily redeemable financial instrument on the put option exercise date and was recognized as a liability at its estimated redemption value in accordance with ASC 480, "Distinguishing Liabilities from Equity." Under the terms of the agreement, the put option purchase price is based on 7.0 times Adjusted EBITDA of St. Augustine, as defined in the agreement, for the twelve months ended as of the last day of the fiscal quarter most recently ended prior to the date on which notice of exercise is given multiplied by the percentage interest being acquired. In June 2016, we acquired the remaining 20% noncontrolling interest in St. Augustine for a purchase price of $24,997. This payment was included in Payments to purchase noncontrolling interests in the Consolidated Statement of Cash Flows. Uni IBMR In 2015, we entered into a commitment to purchase the remaining 10% minority interest in Uni IBMR for a purchase price of BRL 2,500. The agreement closed on March 10, 2016 and we paid BRL 2,500 (US $668 at the payment date), which was included in Payments to purchase noncontrolling interests in the Consolidated Statement of Cash Flows. Due to Shareholders of Acquired Companies The amounts due to shareholders of acquired companies generally arise in connection with Laureate’s acquisition of a majority or all of the ownership interest of these companies. Promissory notes payable to the sellers of acquired companies, referred to as “seller notes,” are commonly used as a means of payment for business acquisitions. Seller note payments are classified as Payments of deferred purchase price for acquisitions within financing activities in our Consolidated Statements of Cash Flows. The amounts due to shareholders of acquired companies, currencies, and interest rates applied were as follows:
| December 31, 2018 | December 31, 2017 | Nominal Currency | Interest Rate %
Universidade Anhembi Morumbi (UAM Brazil) | $ | 30,912 |  | $ | 45,206 |  | BRL | CDI + 2%
University of St. Augustine for Health Sciences, LLC (St. Augustine) | 11,395 |  | 11,550 |  | USD | 7%
Faculdade Porto-Alegrense (FAPA) | 1,943 |  | 3,084 |  | BRL | IGP-M
IADE Group | 1,141 |  | 2,374 |  | EUR | 3%
Monash South Africa (MSA) | — |  | 9,571 |  | AUD | n/a
Total due to shareholders of acquired companies | 45,391 |  | 71,785 |  |  |
Less: Current portion of due to shareholders of acquired companies | 23,820 |  | 34,745 |  |  |
Due to shareholders of acquired companies, less current portion | $ | 21,571 |  | $ | 37,040 |  |  |
BRL: Brazilian Real |  | CDI: Certificados de Depósitos Interbancários (Brazil)
USD: United States Dollar |  | IGP-M: General Index of Market Prices (Brazil)
EUR: European Euro |  |
AUD: Australian Dollar |  |
The aggregate maturities of Due to shareholders of acquired companies as of December 31, 2018, were as follows:
2019 | $ | 24,488 |
2020 | 12,242 |
2021 | 11,101 |
2022 | — |
2023 | — |
Aggregate maturities | 47,831 |
Less: imputed interest discount | (2,440 | )
Total | $ | 45,391 |
UAM Brazil A portion of the acquisition was financed with a seller note in the amount of BRL 200,808 (US $51,703 at December 31, 2018), which is scheduled to be paid in nine equal installments of BRL 22,312 (US $5,745 at December 31, 2018), adjusted for inflation based on CDI plus 200 basis points. The initial six installments were paid during the years ended December 31, 2013 through 2018. The remaining three installments are due annually on August 31st of each year. The eighth and ninth installments were subject to an accelerated due date of August 31, 2019, along with the seventh installment, if a certain financial performance target was achieved in 2018, as described in the purchase agreement; however, this performance target was not achieved and the installments will maintain their original due dates. On the acquisition date we recorded the note payable at its discounted present value, which will be accreted over the term of the note. As of December 31, 2018, the carrying value of the note was $30,912. St. Augustine On November 21, 2013, Laureate initially acquired 80% of the ownership and voting rights of St. Augustine. A portion of the purchase price was financed with a five-year seller note in the amount of $14,000. The promissory note incurred interest at an annual rate of 7%, which was payable quarterly beginning on January 1, 2014, and the entire principal balance was payable on November 21, 2018. During 2015 this note payable and a receivable from the former owner were reduced by $2,450 following the resolution of certain pre-acquisition matters, leaving a principal balance of $11,550. In 2016, Laureate acquired the remaining 20% noncontrolling interest in St. Augustine, as discussed in Note 5, Acquisitions. In November 2018, Laureate sent a notice to the former owner, notifying them of our contractual right under the purchase agreement to withhold payment on the remaining principal balance until there is resolution of certain pending legal matters for which the Company is indemnified by the former owner. Laureate has a contractual right under the purchase agreement to offset any obligations that may result from the pending legal matters against the remaining principal balance of the note payable, and is indemnified by the former owner should such obligations exceed the remaining principal balance of the note payable. Laureate does not expect the resolution of these matters to have a material impact on its Consolidated Financial Statements. In connection with these legal matters, Laureate incurred and paid legal fees of $155 during 2018 which were offset against the note payable, leaving a remaining principal balance of $11,395. Although St. Augustine is included in Discontinued Operations, this promissory note is the legal obligation of a corporate entity, and therefore is included in Continuing Operations and will remain subsequent to the sale of St. Augustine. MSA During the second quarter of 2018, the conditions required for resolution of the MSA earnout were completed and the seller note liability, which was recorded on a corporate entity, was reversed as the criteria for payment was not met. FMU At the acquisition date of FMU on September 12, 2014, Laureate financed a portion of the purchase price with promissory notes payable to the seller of BRL 250,000. These seller notes matured on September 12, 2017 and the principal and interest were fully repaid in the amount of BRL 358,606 (US $114,578 at the date of payment). The interest portion was classified in operating cash flows and included in the $39,419 of Interest paid on deferred purchase price for acquisitions on the Consolidated Statements of Cash Flows.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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