<PAGE> 1
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q/A
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 18, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _____________________ TO _____________________
COMMISSION FILE NUMBER: 0-27656
CHILDTIME LEARNING CENTERS, INC.
(Exact Name Of Registrant As Specified In Its Charter)
MICHIGAN 38-3261854
(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification No.)
38345 West Ten Mile Road, Suite 100
Farmington Hills, Michigan 48335
(Address of principal executive offices)
(248) 476-3200
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 of 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports, and (2) has been subject to such
filing required for the past 90 days. Yes[X] No [ ]
The number of shares of Registrant's Common Stock no par value per share,
outstanding at August 18, 1997 was 5,227,811.
Total number of pages included in Form 10-Q/A: 12
Index to Exhibits is located on page 11
This Amendment No. 1 to the Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended July 18, 1997 is being provided to amend Items 1 and
2 to reflect the previously disclosed recognition of scheduled rent increases on
a straight-line basis over the term of the related lease.
1
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CHILDTIME LEARNING CENTERS, INC. AND CONSOLIDATED SUBSIDIARY
Index
Form 10-Q/A
For the Quarterly Period Ended July 18, 1997
Page
Number
------
PART I. FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements
A. Consolidated Balance Sheet 3
July 18, 1997 and March 28, 1997
B. Consolidated Statement of Income 4
Sixteen Weeks Ended July 18, 1997 and July 19, 1996
C. Consolidated Statement of Cash Flows 5
Sixteen Weeks Ended July 18, 1997 and July 19, 1996
D. Notes to Consolidated Financial Statements 6-7
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8-9
PART II. OTHER INFORMATION
ITEM 6. Exhibits, Reports on Form 8-K, Signatures 10
2
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PART I
FINANCIAL INFORMATION
FORM 10-Q/A No.1
CHILDTIME LEARNING CENTERS, INC. AND CONSOLIDATED SUBSIDIARY
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
July 18, March 28,
1997 1997
(Unaudited)
(As Restated) (As Restated)
----------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 3,364,927 $ 3,733,174
Accounts receivable, less allowance for doubtful accounts of $195,000 3,096,555 1,956,105
and $185,000, respectively
Prepaid expenses and other 1,147,190 1,412,273
Deferred income taxes 947,000 904,000
------------ ------------
Total current assets 8,555,672 8,005,552
------------ ------------
Land, buildings and equipment:
Land 10,220,000 10,220,000
Buildings 19,557,920 19,504,681
Vehicles, furniture and equipment 7,748,613 7,161,356
Leasehold improvements 5,334,527 5,296,298
------------ ------------
Less accumulated depreciation and amortization 42,861,060 42,182,335
(8,581,857) (8,125,974
------------ ------------
34,279,203 34,056,361
Land held for disposal 512,450 594,450
------------ ------------
34,791,653 34,650,811
------------ ------------
Other noncurrent assets:
Intangible assets, net 9,169,416 7,039,602
Refundable deposits and other 668,059 590,472
------------ ------------
Total assets $ 53,184,800 $ 50,286,437
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $ 796,369 $ 686,453
Accounts payable 1,273,060 1,271,001
Accrued wages and payroll taxes 1,972,967 1,940,409
Accrued vacation 858,392 807,729
Other current liabilities 3,078,399 2,568,012
------------ ------------
Total current liabilities 7,979,187 7,273,604
Long-term debt 2,314,632 1,585,599
Deferred rent liability 1,123,077 1,000,000
Deferred income taxes 3,468,000 3,498,000
------------ ------------
Total liabilities 14,884,896 13,357,203
------------ ------------
Common stock purchase warrant 1,440,000 1,440,000
Commitments and contingencies - -
------------ ------------
Shareholders' equity:
Common stock, 10,000,000 shares authorized, no par value; 5,227,811
issued and outstanding at July 18, 1997 and March 28, 1997 29,363,816 29,363,816
Preferred stock, 1,000,000 shares authorized, no par value; no shares
issued or outstanding - -
Subscriptions receivable (2,092) (3,441
Retained earnings 7,498,180 6,128,859
------------ ------------
Total shareholders' equity 36,859,904 35,489,234
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 53,184,800 $ 50,286,437
============ ============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
3
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FINANCIAL INFORMATION
FORM 10-Q/A No.1
CHILDTIME LEARNING CENTERS, INC. AND CONSOLIDATED SUBSIDIARY
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
QUARTER-TO-DATE
SIXTEEN WEEKS ENDED
----------------------------
July 18, July 19,
1997 1996
(As Restated) (As Restated)
------------ ------------
<S> <C> <C>
Revenues $ 28,543,276 $ 23,256,145
Cost of revenues 24,103,667 19,191,526
------------ ------------
Gross profit 4,439,609 4,064,619
Marketing expenses 400,499 343,550
General and administrative expenses 1,816,778 1,701,846
------------ ------------
Operating income 2,222,332 2,019,223
Interest expense 69,368 40,085
Interest income (71,494) (65,358)
Other income, net (5,863) (117,868)
------------ ------------
Income before income taxes 2,230,321 2,162,364
Income tax provision 861,000 836,000
------------ ------------
Net income $ 1,369,321 $ 1,326,364
============ ============
Weighted average shares outstanding 5,429,322 5,429,322
============ ============
Earnings per share $ 0.25 $ 0.24
============ ============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
4
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FINANCIAL INFORMATION
FORM 10-Q/A NO. 1
CHILDTIME LEARNING CENTERS, INC. AND CONSOLIDATED SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Year-to-Date
Sixteen Weeks Ended
--------------------------
July 18, July 19,
1997 1996
(As Restated) (As Restated)
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,369,321 $ 1,326,364
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 702,888 520,166
Deferred rent liability 123,077 100,000
Deferred income taxes (73,000) (16,000)
Gains on land, buildings and equipment (231) (2,500)
Changes in assets and liabilities providing (consuming) cash:
Accounts receivable (1,140,450) 28,875
Prepaid expenses, refundable deposits and other assets 265,083 462,080
Accounts payable, accruals and other current liabilities 578,867 172,103
----------- -----------
Net cash provided by operating activities 825,555 2,591,088
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for land, buildings and equipment (680,309) (469,443)
Acquisition of intangible assets (1,321,429) (252,904)
Proceeds from sales of land, buildings and equipment and other long term assets 100,324 2,500
Payments for refundable deposits and other assets (70,936) (48,636)
----------- -----------
Net cash used in investing activities (1,972,350) (768,483)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt (222,801) (143,788)
Issuance of shares, net of subscriptions receivable 1,349 53,709
----------- -----------
Net cash used in financing activities (221,452) (90,079)
----------- -----------
Net increase (decrease) in cash and cash equivalents (368,247) 1,732,526
Cash and cash equivalents, beginning of year 3,733,174 2,313,469
----------- -----------
Cash and cash equivalents, end of period $ 3,364,927 $ 4,045,995
=========== ===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
5
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CHILDTIME LEARNING CENTERS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Form 10-Q/A No.1
(1) GENERAL
The consolidated financial statements of Childtime Learning Centers,
Inc. (the "Company") are unaudited and, in the opinion of management, include
all adjustments necessary to fairly state the Company's financial condition,
results of operations and its cash flows, for the interim periods presented. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the full fiscal year. These statements should be read
in conjunction with the Company's annual report for the fiscal year ended March
28, 1997.
(2) PRINCIPALS OF CONSOLIDATION AND CORPORATE ORGANIZATION
The consolidated financial statements as of July 18, 1997, July 19,
1996 and March 28, 1997 include the accounts of Childtime Learning Centers, Inc.
and its wholly owned subsidiary, Childtime Childcare, Inc. (together referred to
as the "Company").
(3) FISCAL YEAR
The Company utilizes a 52-53 week fiscal year ending on the Friday
closest to March 31. Fiscal year 1997 contained 52 weeks, while fiscal year 1998
will contain 53 weeks. For both fiscal years 1997 and 1998, the first quarter
contained sixteen weeks.
(4) INCOME TAXES
The Company provides for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes," which
requires recognition of deferred tax liabilities and assets for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred tax liabilities and
assets are determined based on the difference between financial statement and
tax bases of assets and liabilities using enacted tax rates in effect for the
year in which the differences are expected to reverse.
(5) EARNINGS PER SHARE
For the sixteen weeks ended July 18, 1997, and July 19, 1996, earnings
per share has been calculated by dividing net income by the weighted average
common shares outstanding, including the common stock purchase warrant (201,511
shares).
6
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CHILDTIME LEARNING CENTERS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -Continued
Form 10-Q/A No.1
(6) RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS
In March 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share." SFAS No. 128 superseded APB 15, "Earnings Per Share," and simplified
the computation of earnings per share ("EPS") by replacing the "primary" EPS
requirements of APB 15 with a "basic" EPS computation based upon weighted
shares outstanding. The new standard requires presentation of both basic and
diluted EPS. Diluted EPS is similar to "fully diluted" EPS required under APB
15. The Company will adopt the provisions of this statement, as required, in
the third quarter of fiscal 1998. The adoption of this statement will not have
a material effect on EPS.
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income" and SFAS 131, "Disclosure about Segments of an Enterprise and Related
Information". The Company will adopt the provisions of both of these statements,
as required, for the year ended April 2, 1999. The Company believes that the
statements will have no impact on its financial reporting and disclosures.
(7) ACCOUNTS RECEIVABLE
Included in accounts receivable are reimbursable construction costs of
$1,012,261 at July 18, 1997 and $19,259 at July 19, 1996. These costs represent
cash paid by the Company during the construction phase of certain new build
centers under an agreement pursuant to which the developer of such properties is
to reimburse the Company for such costs.
(8) SUPPLEMENTAL CASH FLOW INFORMATION
In connection with the acquisition of certain assets, the Company
incurred debt of $1,061,750 during the sixteen weeks ended July 18, 1997 and
$58,472 during the sixteen weeks ended July 19, 1996.
(9) PRIOR PERIOD ADJUSTMENTS
As previously disclosed, the Company's prior year financial statements
through the third quarter of fiscal year 1998, have been restated to reflect
the recognition of scheduled dollar rent increases on a straight-line basis
over the term of the related lease pursuant to SFAS No. 13, "Accounting for
Leases."
7
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Management's Discussion and Analysis of
Financial Condition and Results of Operations
Form 10-Q/A No.1
GENERAL
During the first quarter (sixteen weeks) of the fiscal year ending
April 3, 1998, the Company acquired 14 centers, opened 4 centers and closed 1
center. Accordingly, as of July 18, 1997, the Company operated 228 centers. The
results of centers opened, acquired or disposed of are included in the Company's
financial statements from the date of opening, acquisition and through the date
of disposition, as applicable. Accordingly, comparisons of year over year
results could be influenced by the timing of such new openings, acquisitions or
dispositions.
The Company utilizes a 52-53 week ending on the Friday closest to March
31. The information presented herein refers to the sixteen weeks ended July 18,
1997 ("first quarter 1998") compared to the sixteen weeks ended July 19, 1996
("first quarter 1997").
RESULTS OF OPERATIONS
First quarter 1998 revenues increased to $28,543,000 from $23,256,000
for the first quarter 1997, a 22.7% increase. This increase was principally
attributable to increased revenues from centers opened or acquired in fiscal
1997 ($4,000,000, or 17.2%) and centers opened or acquired in fiscal 1998
($698,000, or 3.0%). The remaining change for the first quarter 1998 was
principally attributable to the growth in comparable centers.
First quarter 1998 gross profit increased to $4,440,000 (15.6% of
revenues) from $4,065,000 (17.5% of revenues) for the first quarter 1997, a 9.2%
increase. The increase in gross profit was principally from centers opened or
acquired in fiscal 1997 ($516,000) and comparable center growth ($348,000).
Gross operating losses from centers opened or acquired in fiscal 1998 ($444,000)
partially offset these increases and was the principal cause of the decrease in
gross profit as a percentage of revenues.
Comparable center revenues (centers operating during all of
year-to-date 1998 and year-to-date 1997) increased 3.0% ($603,000) for the first
quarter 1998. The first quarter 1998 increase was principally the result of
centers opened or acquired prior to fiscal 1997, partially offset by decreased
center utilization in certain regional markets.
Comparable center gross profit (centers operating during all of
year-to-date 1998 and year-to-date 1997) increased 8.8% ($360,000) for the first
quarter 1998. This growth in comparable center gross profit was principally the
result of the maturing of recently acquired centers.
Marketing expenses increased to $400,000 for the first quarter 1998
from $344,000 for the first quarter 1997. This increase was primarily due to
additional marketing expenses associated with the promotion and marketing
activities for 228 centers as of the first quarter 1998, as compared to 181
centers at the end of the first quarter 1997. However, as a percentage of
revenues, marketing expenses decreased to 1.4% of revenues for the first quarter
1998 from 1.5% of revenues for the first quarter 1997.
8
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Management's Discussion and Analysis of
Financial Condition and Results of Operations - Continued
Form 10-Q/A No.1
RESULTS OF OPERATIONS - CONTINUED
General and administrative expenses increased to $1,817,000 for the
first quarter 1998 from $1,702,000 for the first quarter 1997. However, as a
percentage of revenues, general and administrative expenses decreased to 6.4% of
revenues for the first quarter 1998 from 7.3% of revenues for the first quarter
1997, due primarily to operating leverage provided by higher revenues.
As a result of the foregoing changes, operating income increased to
$2,222,000 for the first quarter 1998 from $2,019,000 for the first quarter
1997. The operating income change of $203,000 represents an increase of 10.1%
over the first quarter 1997.
Interest expense increased to $69,000 for the first quarter 1998 from
$40,000 for the first quarter 1997. This increase was due to a net increase in
debt incurred with the acquisition of centers.
Other income decreased to $6,000 from $118,000 principally due to the
expiration of a lease subsidy agreement at March 31, 1997.
The provision for income taxes increased to $861,000 (an effective tax
rate of 38.6%) for the first quarter 1998 from $836,000 (an effective tax rate
of 38.7%) for the first quarter 1997.
As a result of the foregoing changes, net income increased to
$1,369,000, or 4.8% of revenues for the first quarter 1998, from $1,326,000, or
5.7% of revenues for the first quarter 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary cash requirements currently consist of its new
center expansion program and maintenance of existing centers. The Company
believes that cash flow from operations, together with amounts available under a
$10 million unsecured revolving line of credit facility, will be sufficient to
satisfy the Company's anticipated cash requirements on both a long-term and
short-term basis. The line of credit bears annual interest at either the prime
rate or an adjusted Eurodollar based rate, at the Company's option.
Net cash provided by operations decreased to $1,826,000 for the first
quarter 1998, from $2,591,000 for the first quarter 1997. This decrease was
principally due to the outlay of $1,000,000 of reimbursable construction costs
related to certain new build centers. Year-to-date 1998 cash provided by
operations, proceeds from the sale of assets of $100,000 and existing cash
balances of $368,000 were principally used to add a net of 17 centers and make
capital improvements to existing centers aggregating $2,002,000, as well as to
pay down long-term debt of $223,000. The Company has incurred additional
seller-financed notes payable of approximately $1,062,000 during the
year-to-date 1998, related to the acquisition of centers, and did not utilize
its unsecured revolving line of credit.
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PART II
OTHER INFORMATION
FORM 10-Q/A NO. 1
CHILDTIME LEARNING CENTERS, INC. AND CONSOLIDATED SUBSIDIARY
Item 6 Exhibits and Reports on Form 8-K
(a) Index to Exhibits
Exhibit
Number Description
------ -----------
27 Financial Data Schedule (For SEC use
only)
(b) Reports on Form 8-K: None
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
CHILDTIME LEARNING CENTERS, INC.
(REGISTRANT)
/s/ Michael M. Yeager 8/20/98
----------------------------
Michael M. Yeager
Chief Financial Officer and
Secretary-Treasurer
(Duly Authorized Officer and
Principal Financial Officer)
10
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Exhibit Index
-------------
Exhibit No. Description
- ----------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CHILDTIME
LEARNING CENTERS, INC. FORM 10-Q/A NO. 1 FOR THE QUARTERLY PERIOD ENDED JULY
18, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS (AS RESTATED). THIS AMENDMENT NO. 1 TO THE REGISTRANT'S QUARTERLY
REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JULY 18, 1997 IS BEING
PROVIDED TO AMEND ITEM 1 AND 2 TO REFLECT THE PREVIOUSLY DISCLOSED RECOGNITION
OF SCHEDULED RENT INCREASES ON A STRAIGHT-LINE BASIS OVER THE TERM OF THE
RELATED LEASE.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> APR-3-1998
<PERIOD-START> MAR-29-1997
<PERIOD-END> JUL-18-1997
<CASH> 3,365
<SECURITIES> 0
<RECEIVABLES> 3,292
<ALLOWANCES> 195
<INVENTORY> 0
<CURRENT-ASSETS> 8,556
<PP&E> 42,861
<DEPRECIATION> 8,582
<TOTAL-ASSETS> 53,185
<CURRENT-LIABILITIES> 7,979
<BONDS> 0
0
0
<COMMON> 29,364
<OTHER-SE> (2)
<TOTAL-LIABILITY-AND-EQUITY> 53,185
<SALES> 0
<TOTAL-REVENUES> 28,543
<CGS> 0
<TOTAL-COSTS> 26,321
<OTHER-EXPENSES> (77)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 69
<INCOME-PRETAX> 2,230
<INCOME-TAX> 861
<INCOME-CONTINUING> 1,369
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,369
<EPS-PRIMARY> .25
<EPS-DILUTED> .25
</TABLE>
