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Share-based Compensation and Equity | 12 Months Ended
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Dec. 31, 2022
Share-Based Payment Arrangement [Abstract] |
Share-based Compensation and Equity | Share-based Compensation and Equity Share-based compensation expense was as follows:
For the years ended December 31, | 2022 |  | 2021 |  | 2020
Continuing operations |  |  |  |  |
Stock options, net of estimated forfeitures | $ | — |  |  | $ | 468 |  |  | $ | 1,291 |
Restricted stock awards | 8,776 |  |  | 8,427 |  |  | 8,957 |
Total continuing operations | $ | 8,776 |  |  | $ | 8,895 |  |  | $ | 10,248 |
Discontinued operations |  |  |  |  |
Share-based compensation expense for discontinued operations | — |  |  | 1,277 |  |  | 3,050 |
Total continuing and discontinued operations | $ | 8,776 |  |  | $ | 10,172 |  |  | $ | 13,298 |
2013 Long-Term Incentive Plan On June 13, 2013, the Board approved the Laureate Education, Inc. 2013 Long-Term Incentive Plan (2013 Plan). The 2013 Plan became effective in June 2013, following approval by the stockholders of Laureate. Under the 2013 Plan, the Company may grant stock options, stock appreciation rights, unrestricted common stock or restricted stock, unrestricted stock units or restricted stock units, and other stock-based awards, to eligible individuals on the terms and subject to the conditions set forth in the 2013 Plan. As of the effective date in June 2013, the total number of shares of common stock issuable under the 2013 Plan were 7,521. In September 2015, the Board and Shareholders approved an amendment to increase the total number of shares of common stock issuable under the 2013 Plan by 1,219, and in December 2016, the Board and Shareholders approved an amendment to increase the total number of shares of common stock issuable under the 2013 Plan by 3,884. Shares that are forfeited, terminated, canceled, allowed to expire unexercised, withheld to satisfy tax withholding, or repurchased are available for re-issuance. Any awards that have not vested upon termination of employment for any reason are forfeited. Holders of restricted stock shall have all of the rights of a stockholder of common stock including, without limitation, the right to vote and the right to receive dividends. However, dividends declared payable on performance-based restricted stock shall be subjected to forfeiture at least until achievement of the applicable performance target related to such shares of restricted stock. Any accrued but unpaid dividends on unvested restricted stock shall be forfeited upon termination of employment. Holders of stock units do not have any rights of a stockholder of common stock and are not entitled to receive dividends. All awards outstanding under the 2013 Plan terminate upon the liquidation, dissolution or winding up of Laureate. Stock options, stock appreciation rights and restricted stock units granted under the 2013 Plan have provisions for accelerated vesting if there is a change in control of Laureate. As defined in the 2013 Plan, a change in control means the first of the following to occur: (i) a change in ownership of Laureate or Wengen or (ii) a change in the ownership of assets of Laureate. A change in ownership of Laureate or Wengen shall occur on the date that more than 50% of the total voting power of the capital stock of Laureate is sold or more than 50% of the partnership interests of Wengen is sold in a single or a series of related transactions. A change in the ownership of assets of Laureate would occur if 80% or more of the total gross fair market value of all of the assets of Laureate are sold during a 12-month period. The gross fair market value of Laureate is determined without regard to any liabilities associated with such assets. Upon consummation of the change in control and an employee’s “qualifying termination” (as defined in the employee's award agreement): (a) those time-based stock options and stock appreciation rights that would have vested and become exercisable on or prior to the third anniversary of the effective time of change in control would become fully vested and immediately exercisable; (b) those performance-based stock options and stock appreciation rights that would have vested and become exercisable had Laureate achieved the performance targets in the three fiscal years ending coincident with or immediately subsequent to the effective time of such change in control, excluding the portion of awards that would have vested only pursuant to any catch-up provisions, would become fully vested and immediately exercisable; (c) those time-based restricted stock awards that would have become vested and free of forfeiture risk and lapse restriction on or prior to the third anniversary of the effective time of such change in control would become fully vested and immediately exercisable; (d) those performance-based restricted stock awards that would have vested and become free of forfeiture risk and lapse restrictions had Laureate achieved the target performance in the three fiscal years ending coincident with or immediately subsequent to the effective time of such change in control would become fully vested and immediately exercisable; (e) those time-based restricted stock units that would have become vested or earned on or prior to the third anniversary of the effective time of such change in control would become vested and earned and be settled in cash or shares of common stock as promptly as practicable; and (f) those performance-based restricted stock units, performance shares and performance units that would have become vested or earned had Laureate achieved the target performance in the three fiscal years ending coincident with or immediately subsequent to the effective time of such change in control would become vested and earned and be settled in cash or shares of common stock as promptly as practicable. After giving effect to the foregoing change in control acceleration, any remaining unvested time-based and performance-based stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance share units shall be forfeited for no consideration. As discussed in Note 1, Description of Business, on January 27, 2020, the Company announced that it would explore strategic alternatives for each of its businesses to unlock shareholder value. Also on January 27, 2020, in connection with such announcement, the Company's Board of Directors determined that, during the strategic alternatives process, any outstanding awards held by a participant at the time that such participant is terminated without cause as of and following January 27, 2020 and before a divestiture, sale, spin-off, or any other similar corporate transaction involving the participant's employing entity will receive the same treatment that such awards would have received upon a qualifying termination on or following a change in control (i.e., accelerated vesting of unvested equity awards in accordance with the terms of such awards). The strategic alternatives process ended in April 2022. Stock Options Under 2013 Plan Stock option awards under the 2013 Plan generally have a contractual term of 10 years and are granted with an exercise price equal to or greater than the fair market value of Laureate’s stock at the date of grant. These options typically vest over a period of five or three years. There were no stock options granted in 2022, 2021 and 2020. The Performance Options previously granted under the 2013 Plan are eligible for vesting based on achieving annual pre-determined Equity Value performance targets or Adjusted EBITDA targets, as defined in the plan, and the continued service of the employee. Some of the performance-based awards include a catch-up provision, allowing the grantee to vest in any year in which a target is missed if a following year's target is achieved, as long as the following year is within eight years from the grant date. Compensation expense is recognized over the period during which an employee is required to provide service in exchange for the award, which is usually the vesting period. For Time Options, expense is recognized ratably over the five-year or three-year vesting period. For Performance Options, expense is recognized under a graded expense attribution method, to the extent that it is probable that the stated annual earnings target will be achieved and options will vest for any year. We assess the probability of each option tranche vesting throughout the life of each grant. As of December 31, 2022, all outstanding awards that were granted under the 2013 Plan are fully vested. Amendment to 2013 Long-Term Incentive Plan On June 19, 2017, the Board approved, subject to stockholder approval, an amendment and restatement of the 2013 Plan. Among other things, the amendment (i) increases the number of shares of common stock that may be issued pursuant to awards under the 2013 Plan to 14,714; (ii) adds performance metrics, the ability to grant cash awards, and annual limits on grants, intended to qualify awards as performance-based awards that are not subject to certain limits on tax deductibility of compensation payable to certain executives; and (iii) extends the term of the 2013 Plan to June 18, 2027, the day before the 10th anniversary of the date of adoption of the amendment. On June 19, 2017, the holder of the majority of the voting power of the Company's outstanding stock at the time approved by written consent the amended and restated 2013 Plan and it became effective. Stock Option Activity The following tables summarize the stock option activity and the assumptions used to record the related share-based compensation expense for the years ended December 31, 2022, 2021 and 2020:
|  | 2022 |  | 2021 |  | 2020
|  | Options | Weighted Average Exercise Price | Aggregate Intrinsic Value |  | Options | Weighted Average Exercise Price | Aggregate Intrinsic Value |  | Options | Weighted Average Exercise Price | Aggregate Intrinsic Value
Outstanding at January 1 |  | 2,163 |  | $ | 9.89 |  | $ | 6,098 |  |  | 3,428 |  | $ | 17.85 |  | $ | 159 |  |  | 5,388 |  | $ | 18.18 |  | $ | 3,396 |
Granted |  | — |  | — |  |  |  | — |  | — |  |  |  | — |  | — |  |
Exercised |  | (1,510) |  | 9.43 |  | 4,080 |  |  | (583) |  | 12.25 |  | 883 |  |  | (860) |  | 17.60 |  | 2,353 |
Forfeited or expired |  | (94) |  | 23.17 |  |  |  | (682) |  | 20.14 |  |  |  | (1,100) |  | 19.66 |  |
Outstanding at December 31 |  | 559 |  | 7.00 |  | 1,461 |  |  | 2,163 |  | 9.89 |  | 6,098 |  |  | 3,428 |  | 17.85 |  | 159 |
Exercisable at December 31 |  | 559 |  | 7.00 |  | 1,461 |  |  | 2,163 |  | 9.89 |  | 6,098 |  |  | 3,292 |  | 17.97 |  | 159 |
Vested and expected to vest |  | 559 |  | 7.00 |  | 1,461 |  |  | 2,163 |  | 9.89 |  | 6,098 |  |  | 3,426 |  | 17.85 |  | 159 |
| Options Outstanding |  | Options Exercisable |  | Assumption Range*
Exercise Prices | Number of Shares | Weighted Average Remaining Contractual Terms (Years) |  | Number of Shares | Weighted Average Remaining Contractual Terms (Years) |  | Risk-Free Interest Rate | Expected Terms in Years | Expected Volatility
Year Ended December 31, 2022 |  |  |  |  |  |  |
$4.87 - $8.79 | 559 |  | 3.64 |  | 559 |  | 3.64 |  | 1.45% - 3.05% | 3.20 - 7.12 | 36.40% - 58.84%
Year Ended December 31, 2021 |  |  |  |  |  |  |
$6.38 - $7.96 | 414 |  | 5.98 |  | 414 |  | 5.98 |  | 2.68% - 3.05% | 5.54 -5.91 | 38.29% - 57.25%
$8.79 - $10.30 | 1,655 |  | 1.53 |  | 1,655 |  | 1.53 |  | 1.45% - 2.34% | 3.20 - 7.12 | 35.20% - 58.84%
$15.27 - $24.33 | 94 |  | 0.44 |  | 94 |  | 0.44 |  | 0.76% - 2.35% | 4.16 - 6.52 | 39.38% - 53.80%
Year Ended December 31, 2020 |  |  |  |  |  |  |
$13.97 - $15.55 | 748 |  | 6.84 |  | 625 |  | 6.58 |  | 1.99% - 3.05% | 3.25 - 5.91 | 38.29% - 64.18%
$16.38 - $17.89 | 2,247 |  | 2.72 |  | 2,235 |  | 2.68 |  | 1.38% - 2.34% | 3.20 - 7.12 | 35.20% - 58.84%
$21.00 | 146 |  | 0.70 |  | 146 |  | 0.70 |  | 1.81% | 4.00 | 57.79%
$22.88 - $31.92 | 287 |  | 0.76 |  | 287 |  | 0.76 |  | 0.73% - 2.86% | 4.00 - 6.52 | 39.03% - 53.80%
* The expected dividend yield is zero for all options in all years. As noted above, no stock options were granted in 2022, 2021 or 2020. As of December 31, 2022, Laureate had no unrecognized share-based compensation costs related to stock options outstanding. Non-Vested Restricted Stock and Restricted Stock Units The following table summarizes the non-vested restricted stock and restricted stock units activity for the years ended December 31, 2022, 2021 and 2020:
|  | 2022 |  | 2021 |  | 2020
|  | Shares |  | Weighted Average Grant Date Fair Value |  | Shares |  | Weighted Average Grant Date Fair Value |  | Shares |  | Weighted Average Grant Date Fair Value
Non-vested at January 1 |  | 691 |  |  | $ | 14.82 |  |  | 1,000 |  |  | $ | 15.81 |  |  | 1,251 |  |  | $ | 14.69 |
Granted |  | 685 |  |  | 12.15 |  |  | 818 |  |  | 13.98 |  |  | 969 |  |  | 15.80 |
Vested |  | (698) |  |  | 14.05 |  |  | (822) |  |  | 15.01 |  |  | (861) |  |  | 14.11 |
Forfeited |  | (18) |  |  | 12.37 |  |  | (305) |  |  | 15.32 |  |  | (359) |  |  | 15.95 |
Non-vested at December 31 |  | 660 |  |  | 12.92 |  |  | 691 |  |  | 14.82 |  |  | 1,000 |  |  | 15.81 |
Restricted stock units granted under the 2013 Plan during the years ended December 31, 2022, 2021 and 2020 consisted of time-based restricted stock units (RSU) and performance-based restricted stock units (PSU) with vesting periods over three years. PSUs are eligible to vest annually upon the Board's determination that the annual performance targets are met. The vesting percentage for PSUs is based on Laureate's attainment of a performance target or targets, provided that continued employment is required through the date the attainment of target is approved by the Compensation Committee. The fair value of the non-vested restricted stock awards in the table above is measured using the fair value of Laureate’s common stock on the date of grant or the most recent modification date, whichever is later. As of December 31, 2022, unrecognized share-based compensation expense related to non-vested restricted stock and restricted stock unit awards was $4,797. Of the total unrecognized cost, $4,270 relates to time-based RSUs and $527 relates to PSUs. This unrecognized expense for time-based restricted stock and restricted stock units will be recognized over a weighted-average expense period of 1.7 years. Other Stockholders' Equity Transactions Effective October 29, 2021, each share of Company Class A com mon stock and each share of Company Class B common stock automatically converted into one share of common stock of the Company. Following the conversion, the Company has only one class of common stock outstanding. On November 17, 2022, the Company entered into an underwriting agreement by and among the Company, KKR 2006 Fund (Overseas), Limited Partnership (KKR Overseas) and KKR Partners II (International), L.P. (together with KKR Overseas, the Selling Stockholders or KKR), and Goldman Sachs & Co. LLC, as representative of the several underwriters named therein, relating to an underwritten offering (the Secondary Offering) of 32,842 shares of the Company’s common stock, par value $0.004 per share. On November 22, 2022, the Secondary Offering was completed at a price of $9.40875 per share. The Selling Stockholders received all of the net proceeds from this offering and no shares of common stock were sold by the Company. Stock Repurchases Repurchases Pursuant to an Authorized Repurchase Program On November 5, 2020, Laureate’s Board of Directors announced a new stock repurchase program to acquire up to $300,000 of the Company’s common stock. On April 30, 2021, the Company’s Board of Directors approved an increase of the authorization by $200,000; on December 14, 2021, the Company’s Board of Directors approved an increase of the authorization by $100,000, and on March 14, 2022, the Company’s Board of Directors approved an increase of the authorization by $50,000, for a total authorization (including the above authorized repurchases) of up to $650,000 of the Company’s common stock. The Company’s repurchases could be made from time to time on the open market at prevailing market prices, in privately negotiated transactions, in block trades and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations promulgated under the Exchange Act. Repurchases could be effected pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act. During the third quarter of 2022, the Company's repurchases reached the total authorized limit of $650,000. Repurchases Made In Connection with Secondary Offering In connection with the Secondary Offering completed on November 22, 2022, the Company’s Board of Directors approved the Company's repurchase of 7,971 shares out of the 32,842 shares of common stock sold in the Secondary Offering, at a per share price of $9.40875, for a total of approximately $75,000. 2022 Special Cash Distribution On September 14, 2022, the Company announced that its Board of Directors approved, pursuant to the previously announced adoption of a Partial Liquidation Plan related to the distribution of net proceeds from the Company’s sale of Walden e-Learning LLC (the Walden Sale), the payment of a special cash distribution (the October 2022 Distribution) equal to $0.83 per each share of the Company’s common stock, par value $0.004 per share, to each holder of record on September 28, 2022. The proceeds that were distributed were attributable to the release during the third quarter of 2022 of $71,700 of escrowed funds from the Walden Sale, plus remaining net proceeds that had yet to be distributed. This is anticipated to be the final distribution pursuant to the Partial Liquidation Plan. On October 12, 2022, the Company paid approximately $136,600 related to the October 2022 Distribution. In connection with the October 2022 Distribution, the Board of Directors approved certain required adjustments under the Company’s equity award compensation plans. The exercise prices of the Company’s stock options were reduced by $0.83 per share, and holders of restricted and performance stock units will receive an amount in cash equal to $0.83 per unvested stock unit, payable when such unit vests. 2022 Special Cash Dividend On October 24, 2022, the Board of Directors of the Company approved a special cash dividend (the 2022 Special Cash Dividend) equal to $0.68 per each share of the Company’s common stock, par value $0.004 per share, to each holder of record on November 4, 2022. On November 17, 2022, the Company paid approximately $112,000 related to the 2022 Special Cash Dividend. In connection with the 2022 Special Cash Dividend, the Board approved certain required adjustments under the Company’s equity award compensation plans. The exercise price of the Company’s options was reduced by $0.68 per share, and holders of restricted and performance stock units will receive an amount in cash equal to $0.68 per unvested stock unit held payable when such unit vests. 2021 Special Cash Distributions On September 15, 2021, the Board of Directors of the Company approved a plan of partial liquidation (the Partial Liquidation Plan) in connection with the sale of Walden e-Learning LLC. Pursuant to the Partial Liquidation Plan, the gross proceeds from the sale of the Walden Group, less expenses related to the sale, were distributed to the Company’s stockholders before the end of calendar year 2022. On September 15, 2021, after the adoption of the Partial Liquidation Plan, the Board approved the payment of a special cash distribution (the Distribution) pursuant to the Partial Liquidation Plan equal to $7.01 per each share of the Company’s common stock, par value $0.004 per share, to each holder of record on October 6, 2021. The Distribution was paid on October 29, 2021, based on the number of shares outstanding on October 6, 2021. The aggregate amount of the Distribution was approximately $1,270,000. Gross proceeds from the sale included $74,000 that was initially held in escrow until it was released in 2022, as well as approximately $83,600 of restricted cash related to collateralized regulatory obligations associated with activities of the divested business. The restricted cash was released during the fourth quarter of 2021. Accordingly, on December 3, 2021, the Company announced that its Board of Directors approved, pursuant to the previously announced Partial Liquidation Plan, the payment of a special cash distribution (the Second Distribution) equal to $0.58 per each share of the Company's common stock, par value $0.004 per share, to each holder of record on December 14, 2021. The Second Distribution was paid on December 28, 2021 and totaled approximately $105,000, based on the number of shares outstanding on December 14, 2021. The amount of the Second Distribution included the restricted cash that had been released, in addition to other net proceeds from the sale of Walden e-Learning LLC that had not yet been distributed to the Company’s stockholders. In connection with the Distribution, the Board of Directors approved certain required adjustments under the Company’s equity award compensation plans. These required equitable adjustments were effective on November 1, 2021 and were recorded in the consolidated financial statements during the fourth quarter of 2021. The exercise prices of the Company’s options were reduced by $7.01 per share, and holders of restricted and performance stock units will receive an amount in cash equal to $7.01 per unvested stock unit, payable when such unit vests. In connection with the Second Distribution, the Board of Directors also approved the required adjustments under the Company’s equity award compensation plans. These required equitable adjustments also were effective during the fourth quarter of 2021 and were recorded in the consolidated financial statements. The exercise prices of the Company’s options were reduced by $0.58 per share, and holders of restricted and performance stock units will receive an amount in cash equal to $0.58 per unvested stock unit, payable when such unit vests. As of December 31, 2021, the Company had recorded a payable of $6,932 related to the equitable adjustments for the equity award compensation plans. Dividend Payable As of December 31, 2022 and 2021, the Company had recorded a dividend payable of $3,930 and $6,932, respectively, related to the expected dividend payments remaining for the 2022 and 2021 equitable adjustments that were approved for the equity award compensation plans. During the year ended December 31, 2022, the Company paid approximately $4,600 of dividends related to equivalent rights for share-based awards that vested.

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