<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 OCTOBER 10, 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 (I.R.S. Employer Identification No.)
of incorporation)
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 November 10, 1997 was 5,227,811.
Total number of pages included in Form 10-Q/A: 14
Index to Exhibits is located on page 13
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 October 10, 1997
<TABLE>
<CAPTION>
Page
Number
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<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements
A. Consolidated Balance Sheet 3
October 10, 1997 and March 28, 1997
B. Consolidated Statement of Income 4
Twelve Weeks Ended October 10, 1997 and October 11, 1996
Twenty-Eight Weeks Ended October 10, 1997 and October 11, 1996
C. Consolidated Statement of Cash Flows 5
Twenty-Eight Weeks Ended October 10, 1997 and October 11, 1996
D. Notes to Consolidated Financial Statements 6-7
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-10
PART II. OTHER INFORMATION
ITEM 6. Exhibits, Reports on Form 8-K, Signatures 11
SIGNATURES 12
</TABLE>
2
<PAGE> 3
PART I
FINANCIAL INFORMATION
FORM 10-Q/A No.1
CHILDTIME LEARNING CENTERS, INC. AND CONSOLIDATED SUBSIDIARY
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
OCTOBER 10, MARCH 28,
1997 1997
(UNAUDITED) (As Restated)
(As Restated)
-------------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4,009,915 $ 3,733,174
Accounts receivable, less allowance for doubtful accounts of $205,000 2,633,144 1,956,105
and $185,000, respectively
Prepaid expenses and other 1,597,120 1,412,273
Deferred income taxes 1,013,000 904,000
------------ ------------
Total current assets 9,253,179 8,005,552
------------ ------------
Land, buildings and equipment:
Land 10,220,000 10,220,000
Buildings 19,583,562 19,504,681
Vehicles, furniture and equipment 8,044,201 7,161,356
Leasehold improvements 5,539,234 5,296,298
------------ ------------
43,386,997 42,182,35
Less accumulated depreciation and amortization (8,826,805) (8,125,974)
------------ ------------
34,560,192 34,056,361
Land held for disposal 512,450 594,450
------------ ------------
35,072,642 34,650,811
------------ ------------
Other noncurrent assets:
Intangible assets, net 9,132,649 7,039,602
Refundable deposits and other 684,352 590,472
------------ ------------
Total assets $ 54,142,822 $ 50,286,437
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 762,089 $ 686,453
Accounts payable 1,417,441 1,271,001
Accrued wages and payroll taxes 2,003,107 1,940,409
Accrued vacation 827,597 807,729
Other current liabilities 3,203,830 2,568,012
------------ ------------
Total current liabilities 8,214,064 7,273,604
Long-term debt 2,188,759 1,585,599
Deferred rent liability 1,215,384 1,000,000
Deferred income taxes 3,479,000 3,498,000
------------ ------------
Total liabilities 15,097,207 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 October 10, 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 (1,056) (3,441)
Retained earnings 8,242,855 6,128,859
------------ ------------
Total shareholders' equity 37,605,615 35,489,234
------------ ------------
Total liabilities and shareholders' equity $ 54,142,822 $ 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 YEAR-TO-DATE
TWELVE WEEKS ENDED TWENTY-EIGHT WEEKS ENDED
----------------------------------- -----------------------------------
OCTOBER 10, OCTOBER 11, OCTOBER 10, OCTOBER 11,
1997 1996 1997 1996
(As Restated) (As Restated) (As Restated) (As Restated)
--------------- --------------- --------------- --------------
<S> <C> <C> <C> <C>
Revenues $ 21,524,126 $ 17,458,453 $ 50,067,402 $ 40,714,598
Cost of revenues 18,620,088 15,037,488 42,723,755 34,229,014
------------ ------------ ------------ ------------
Gross profit 2,904,038 2,420,965 7,343,647 6,485,584
Marketing expenses 300,711 260,219 701,210 603,769
General and administrative expenses 1,375,564 1,175,120 3,192,342 2,876,966
------------ ------------ ------------ ------------
Operating income 1,227,763 985,626 3,450,095 3,004,849
Interest expense 66,576 32,562 135,944 72,647
Interest income (42,066) (46,573) (113,560) (111,931)
Other income, net (5,422) (94,772) (11,285) (212,640)
------------ ------------ ------------ ------------
Income before income taxes 1,208,675 1,094,409 3,438,996 3,256,773
Income tax provision 464,000 425,000 1,325,000 1,261,000
------------ ------------ ------------ ------------
Net income $ 744,675 $ 669,409 $ 2,113,996 $ 1,995,773
============ ============ ============ ============
Weighted average shares outstanding 5,443,754 5,429,322 5,436,700 5,429,322
============ ============ ============ ============
Earnings per share $ 0.14 $ 0.12 $ 0.39 $ 0.37
============ ============ ============ ============
</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
TWENTY-EIGHT WEEKS ENDED
-----------------------------------------
OCTOBER 10, OCTOBER 11,
1997 1996
(As Restated) (As Restated)
------------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,113,996 $ 1,995,773
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,227,650 913,079
Deferred rent liability 215,384 175,000
Deferred income taxes (128,000) (51,000)
Gains on land, buildings and equipment 12,466 (11,791)
Changes in assets and liabilities providing (consuming) cash:
Accounts receivable (677,039) (566,143)
Prepaid expenses, refundable deposits and other assets (184,847) (69,786)
Accounts payable, accruals and other current liabilities 848,025 346,647
------------------- -------------------
Net cash provided by operating activities 3,427,635 2,731,779
------------------- -------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for land, buildings and equipment (1,325,151) (1,062,547)
Acquisition of intangible assets (1,406,618) (533,576)
Proceeds from sales of land, buildings and equipment 105,324 9,150
Payments for refundable deposits and other assets (93,880) (72,346)
------------------- -------------------
Net cash used in investing activities (2,720,325) (1,659,319)
------------------- -------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt (432,954) (256,287)
Issuance of shares, net of subscriptions receivable 2,385 56,820
------------------- -------------------
Net cash used in financing activities (430,569) (199,467)
------------------- -------------------
Net increase in cash and cash equivalents 276,741 872,993
Cash and cash equivalents, beginning of year 3,733,174 2,313,469
------------------- -------------------
Cash and cash equivalents, end of period $ 4,009,915 $ 3,186,462
=================== ===================
</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 October 10, 1997,
October 11, 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 while the second and third quarters contained twelve
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 twelve weeks and twenty-eight weeks ended October 10, 1997, and
October 11, 1996, earnings per share have 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) SUPPLEMENTAL CASH FLOW INFORMATION
In connection with the acquisition of certain assets, the Company
incurred seller-financed debt of $1,111,750 during the twenty-eight weeks ended
October 10, 1997 and $327,353 during the twenty-eight weeks ended October 11,
1996.
(8) 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 two quarters (twenty-eight weeks) of the fiscal year
ending April 3, 1998, the Company acquired 15 centers, opened 6 centers and
closed 1 center. Accordingly, as of October 10, 1997, the Company operated 231
centers. The results of centers opened, acquired or disposed of are included in
the Company's financial statements from the date of opening or 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 twelve weeks ("second quarter
1998") and the twenty-eight weeks ("year-to-date 1998") ended October 10, 1997,
compared to the twelve weeks ("second quarter 1997") and the twenty-eight weeks
("year-to-date 1997") ended October 11, 1996.
RESULTS OF OPERATIONS
Second quarter 1998 revenues increased to $21,524,000 from $17,458,000
for the second quarter 1997, a 23.3% increase. This increase was principally
attributable to increased revenues from centers opened or acquired in fiscal
1997 ($2,410,000, or 13.8%) and centers opened or acquired in fiscal 1998
($1,524,000, or 8.7%). Year-to-date 1998 revenues increased to $50,067,000 from
year-to-date 1997 revenues of $40,715,000, a 23.0% increase. This increase was
principally attributable to increased revenues from centers opened or acquired
in fiscal 1997 ($6,410,000, or 15.7%) and centers opened or acquired in fiscal
1998 ($2,222,000, or 5.5%). The remaining change for both the second quarter
1998 and year-to-date 1998 was principally attributable to the growth in
comparable centers.
Second quarter 1998 gross profit increased to $2,904,000 (13.5% of
revenues) from $2,421,000 (13.9% of revenues) for the second quarter 1997, a
20.0% increase. This increase in gross profit was principally from centers
opened or acquired in fiscal 1997 ($584,000) and comparable center growth
($103,000). Gross operating losses from centers opened or acquired in the second
quarter 1998 ($170,000) partially offset these increases. Year-to-date gross
profit increased to $7,344,000 (14.7% of revenues) from $6,486,000 (15.9% of
revenues), a 13.2% increase. The year-to-date increase in gross profit was
principally from centers opened or acquired in fiscal 1997 ($1,100,000) and
comparable center growth ($451,000). Gross operating losses from centers opened
or acquired in fiscal 1998 ($615,000) partially offset these increases.
Comparable center revenues (centers operating during all of
year-to-date 1998 and year-to-date 1997) increased 1.0% ($155,000) for the
second quarter 1998. Year-to-date comparable center revenues increased 3.3%
($757,000). Both the second quarter and year-to-date 1998 increase was a result
of increased tuition rates, partially offset by a decrease in center
utilization.
8
<PAGE> 9
Management's Discussion and Analysis of
Financial Condition and Results of Operations - Continued
Form 10-Q/A No.1
RESULTS OF OPERATIONS - CONTINUED
Comparable center gross profit (centers operating during all of
year-to-date 1998 and year-to-date 1997) increased 4.2% ($113,000) for the
second quarter 1998. Year-to-date comparable center gross profit increased 7.0%
($472,000). This growth in comparable center gross profit was principally the
result of the maturing of the more recently opened or acquired centers.
Marketing expenses increased to $301,000 for the second quarter 1998
from $260,000 for the second quarter 1997. Year-to-date marketing expenses
increased to $701,000 from $604,000. These increases were primarily due to the
additional promotion and marketing activities associated with the Company's
growth. Year-to-date, the Company operated 231 centers as compared to 191
centers in the prior year-to-date period. However, as a percentage of revenues
for both the second quarter and year-to-date comparisons, marketing expenses
decreased to 1.4% of revenues from 1.5% of revenues.
General and administrative expenses increased to $1,376,000 for the
second quarter 1998 from $1,175,000 for the second quarter 1997. Year-to-date
general and administrative expenses increased to $3,192,000 from $2,877,000. As
a percentage of revenues, general and administrative expenses decreased to 6.4%
of revenues for the second quarter 1998 from 6.7% of revenues for the second
quarter 1997. Year-to-date general and administrative expenses decreased to 6.4%
of revenues from 7.1%. These decreases were due primarily to operating leverage
provided by higher revenues.
As a result of the foregoing changes, operating income increased to
$1,228,000 for the second quarter 1998 from $986,000 for the second quarter
1997. The operating income change of $242,000 represents an increase of 24.6%
over the second quarter 1997. Year-to-date operating income increased to
$3,450,000 from $3,005,000. The year-to-date operating income change of $445,000
represents an increase of 14.8% over last year.
Interest expense increased to $67,000 for the second quarter 1998 from
$33,000 for the second quarter 1997. Year-to-date interest expense increased to
$136,000 from $73,000. These increases were due to a net increase in debt
associated with the acquisition of centers.
Other income decreased to $5,000 for the second quarter 1998 from
$95,000 for the second quarter 1997. Year-to-date other income decreased to
$11,000 from $213,000. These decreases were principally due to the expiration of
a lease subsidy agreement at March 31, 1997.
The provision for income taxes increased to $464,000 (an effective tax
rate of 38.4%) for the second quarter 1998 from $425,000 (an effective tax rate
of 38.8%) for the second quarter 1997. Year-to-date provision for income taxes
increased to $1,325,000 (an effective tax rate of 38.5%) from $1,261,000 (an
effective tax rate of 38.7%).
9
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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
As a result of the foregoing changes, net income increased to $745,000,
or 4.0% of revenues for the second quarter 1998, from $669,000, or 3.8% of
revenues for the second quarter 1997. Year-to-date net income increased to
$2,114,000, or 4.2% of revenues, from $1,996,000, or 4.9%.
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 increased to $3,428,000 for
year-to-date 1998, from $2,732,000 for year-to-date 1997. Year-to-date 1998 cash
provided by operations and proceeds from the sale of assets of $105,000 were
principally used to add 21 centers and make capital improvements to existing
centers aggregating $2,732,000, as well as to pay down long-term debt of
$433,000. The Company has incurred additional seller-financed notes payable of
approximately $1,112,000 during the year-to-date 1998, related to the
acquisition of centers, and did not utilize its unsecured revolving line of
credit.
10
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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
11
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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)
12
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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 OCTOBER
10, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS (AS RESTATED)
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> APR-3-1998<F1>
<PERIOD-START> MAR-29-1997
<PERIOD-END> OCT-10-1997
<CASH> 4,010
<SECURITIES> 0
<RECEIVABLES> 2,838
<ALLOWANCES> 205
<INVENTORY> 0
<CURRENT-ASSETS> 9,253
<PP&E> 43,387
<DEPRECIATION> 8,827
<TOTAL-ASSETS> 54,143
<CURRENT-LIABILITIES> 8,214
<BONDS> 0
0
0
<COMMON> 29,364
<OTHER-SE> (1)
<TOTAL-LIABILITY-AND-EQUITY> 54,143
<SALES> 0
<TOTAL-REVENUES> 50,067
<CGS> 0
<TOTAL-COSTS> 46,617
<OTHER-EXPENSES> (125)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 136
<INCOME-PRETAX> 3,439
<INCOME-TAX> 1,325
<INCOME-CONTINUING> 2,114
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,114
<EPS-PRIMARY> .39
<EPS-DILUTED> .39
<FN>
<F1>THIS AMENDMENT NO.1 TO THE REGISTRANT'S QUARTERLY REPORT ON FORM 10-Q FOR THE
QUARTERLY PERIOD ENDED OCTOBER 10, 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.
</FN>
</TABLE>
