<PAGE> 1
Commission File No. 0-27656
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
[X] Annual Report
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
[No Fee Required] for the year ended December 31, 1998
or
[ ] Transition Report
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
[No Fee Required] for the Transition Period
from _________ to _________ Commission File Number _______
CHILDTIME CHILDREN'S CENTERS
401(K) SAVINGS & RETIREMENT PLAN
_______________________
(Full title of the Plan)
CHILDTIME LEARNING CENTERS, INC.
_______________________
(Name of issuer of the securities held pursuant to the Plan)
38345 West 10 Mile Road, Suite 100
Farmington Hills, Michigan 48335
_________________________
(Address of principal executive offices)
<PAGE> 2
The following financial statements and exhibits are presented pursuant to
Section 15(d) of the Securities Exchange Act of 1934:
<TABLE>
<CAPTION>
PAGE
- ----
<S> <C> <C>
(a) Financial Statements:
Report of Independent Accountants.............................................................F-1
Statements of Net Assets Available for Plan Benefits
as of December 31, 1998 and 1997................................................F-2 to F-3
Statement of Changes in Net Assets Available for Plan
Benefits for the Year Ended December 31, 1998..........................................F-4
Notes to Financial Statements..........................................................F-5 to F-9
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes at
December 31, 1998.....................................................................F-10
Schedule of Reportable Transactions for the Year
Ended December 31, 1998.......................................................F-11 to F-12
Schedules:
Schedules I, II and III have been omitted because the required
information is shown in the financial statements or notes
thereto
EXHIBIT
NUMBER
- -------
(b)Exhibits
1. Consent of Independent Accountants with respect to the financial
statements of the Childtime Children's Centers 401(k) Retirement
& Savings Plan as of December 31,
1998 and 1997 and for the year ended December 31, 1998.................................23.1
</TABLE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed by the undersigned thereunto duly authorized.
CHILDTIME CHILDREN'S CENTERS 401(k)
RETIREMENT & SAVINGS PLAN
By: /s/ Michael Yeager
--------------------------------
Michael Yeager
Chief Financial Officer
Childtime Learning Centers, Inc.
Date: July 13, 1999
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Childtime Learning Centers, Inc.:
In our opinion, the accompanying statement of net assets available for plan
benefits and the related statement of changes in net assets available for
benefits present fairly, in all material respects, the net assets available for
benefits of the Childtime Children's Centers 401(k) Savings & Retirement Plan
(the "Plan") at December 31, 1998 and 1997, and the changes in net assets
available for plan benefits for the year ended December 31, 1998 in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits in accordance with generally accepted auditing standards which require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of the
Childtime Children's Centers 401(k) Savings & Retirement Plan as of December 31,
1998, are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
The schedule of assets held for investment purposes that accompanies the Plan's
financial statements does not disclose the historical cost of certain plan
assets held by the Plan recordkeeper. Disclosure of this information is required
by the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974.
PRICEWATERHOUSECOOPERS LLP
Detroit, Michigan
June 24, 1999
F-1
<PAGE> 4
CHILDTIME CHILDREN'S CENTERS 401(K) SAVINGS & RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of December 31, 1998
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
---------------------------------------------------------
FRANKLIN WASHINGTON
SMALL CAP TEMPLETON AIM MUTUAL INCOME
GROWTH FOREIGN VALUE INVESTORS FUND OF
ASSETS FUND FUND FUND FUND AMERICA
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Investments, at fair value $436,821 $208,973 $707,692 $759,235 $439,791
Contributions receivable 9,578 851 6,526 4,647 14,215
-------- -------- -------- -------- --------
Net assets available for plan benefits $446,399 $209,824 $714,218 $763,882 $454,006
======== ======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
NONPARTICIPANT
PARTICIPANT DIRECTED DIRECTED
---------------------------------------------------- --------------
AIM CHILDTIME IN TRUST
BOND CASH LEARNING MONEY
FUND OF RESERVES CENTERS, PARTICIPANT MARKET
ASSETS AMERICA SHARES INC. STOCK LOANS (UNALLOCATED) TOTAL
-------- -------- ----------- ----------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value $ 334,512 $ 832,535 $ 202,814 $ 35,067 $ 16,462 $3,973,902
Contributions receivable 2,847 7,465 15,116 61,245
---------- ---------- ---------- -------- ---------- ----------
Net assets available for plan benefits $ 337,359 $ 840,000 $ 217,930 $ 35,067 $ 16,462 $4,035,147
========== ========== ========== ======== ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-2
<PAGE> 5
Childtime Children's Centers 401(k) Savings & Retirement Plan
Statement of Net Assets Available for Plan Benefits
as of December 31, 1997
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
------------------------------------------------------------------
FRANKLIN WASHINGTON
SMALL CAP TEMPLETON AIM MUTUAL INCOME BOND
GROWTH FOREIGN VALUE INVESTORS FUND OF FUND OF
ASSETS FUND FUND FUND FUND AMERICA AMERICA
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value $345,675 $161,095 $438,421 $500,112 $329,322 $249,981
Contributions receivable 11,779 6,468 12,930 13,760 8,733 7,714
-------- -------- -------- -------- -------- --------
Net assets available for plan benefits $357,454 $167,563 $451,351 $513,872 $338,055 $257,695
======== ======== ======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
NONPARTICIPANT
PARTICIPANT DIRECTED DIRECTED
----------------------------------- --------------
CHILDTIME IN TRUST
AIM LEARNING MONEY
MONEY CENTERS, PARTICIPANT MARKET
ASSETS MARKET INC. STOCK LOANS (UNALLOCATED) TOTAL
------- ----------- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C>
Investments, at fair value $887,666 $ 145,650 $ 10,674 $ 25,502 $3,094,098
Contributions receivable 17,628 6,179 85,191
-------- ---------- ---------- ---------- ----------
Net assets available for plan benefits $905,294 $ 151,829 $ 10,674 $ 25,502 $3,179,289
======== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE> 6
CHILDTIME CHILDREN'S CENTERS 401(K) SAVINGS & RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the year ended December 31, 1998
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-----------------------------------------------------------------------------------
FRANKLIN WASHINGTON
SMALL CAP TEMPLETON AIM MUTUAL INCOME BOND
GROWTH FOREIGN VALUE INVESTORS FUND OF FUND OF
FUND FUND FUND FUND AMERICA AMERICA
------------ ---------- ---------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest and dividend income $ 2,721 $ 5,534 $ 1,421 $ 11,866 $ 18,860 $ 26,026
Net change in appreciation
(depreciation) 3,318 (14,371) 161,861 96,673 18,923 (11,096)
Loan principal 1,653 603 1,279 909 675 282
--------- --------- --------- --------- --------- ---------
7,692 (8,234) 164,561 109,448 38,458 15,212
Contributions:
Participant 111,960 53,662 118,597 130,625 86,512 69,943
Employer 14,220 6,754 14,985 16,351 11,718 8,927
--------- --------- --------- --------- --------- ---------
Total contributions 126,180 60,416 133,582 146,976 98,230 78,870
--------- --------- --------- --------- --------- ---------
Total additions 133,872 52,182 298,143 256,424 136,688 94,082
--------- --------- --------- --------- --------- ---------
Distributions to participants, forfeitures (22,343) (12,107) (30,564) (36,471) (28,631) (12,686)
Interfund transfers:
Loans to participants (2,000) (700) (4,100) (2,600) (2,102) (2,898)
Transfers between funds (20,584) 2,886 (612) 32,657 9,996 1,166
--------- --------- --------- --------- --------- ---------
Total distributions and transfers (44,927) (9,921) (35,276) (6,414) (20,737) (14,418)
--------- --------- --------- --------- --------- ---------
Net increase (decrease) 88,945 42,261 262,867 250,010 115,951 79,664
Net assets available for plan benefits:
Beginning of year $ 357,454 $ 167,563 $ 451,351 $ 513,872 $ 338,055 $ 257,695
--------- --------- --------- --------- --------- ---------
End of year $ 446,399 $ 209,824 $ 714,218 $ 763,882 $ 454,006 $ 337,359
========= ========= ========= ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
--------------------------------------------------
NONPARTICIPANT
DIRECTED
---------------
CHILDTIME IN TRUST
AIM LEARNING MONEY
CASH RESERVES CENTERS, PARTICIPANT MARKET
SHARES INC. STOCK LOANS (UNALLOCATED) TOTAL
------------ ----------- ---------- -------------- --------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest and dividend income $ 36,460 $ 1,220 $ 104,108
Net change in appreciation
(depreciation) $ 3,921 259,229
Loan principal 1,094 527 (7,022) 0
--------- --------- --------- ----------- -----------
37,554 4,448 (5,802) 363,337
Contributions:
Participant 136,522 64,458 772,279
Employer 21,284 8,961 103,200
--------- --------- --------- ----------- -----------
Total contributions 157,806 73,419 875,479
--------- --------- --------- ----------- -----------
Total additions 195,360 77,867 (5,802) 1,238,816
--------- --------- --------- ----------- -----------
Distributions to participants, forfeitures (218,774) (12,342) $ (9,040) (382,958)
Interfund transfers:
Loans to participants (12,795) (3,000) 30,195 0
Transfers between funds (29,085) 3,576 0
--------- --------- --------- ----------- -----------
Total distributions and transfers (260,654) (11,766) 30,195 (9,040) (382,958)
--------- --------- --------- ----------- -----------
Net increase (decrease) (65,294) 66,101 24,393 (9,040) 855,858
Net assets available for plan benefits:
Beginning of year $ 905,294 $ 151,829 $ 10,674 $ 25,502 3,179,289
--------- --------- --------- ----------- -----------
End of year $ 840,000 $ 217,930 $ 35,067 $ 16,462 $ 4,035,147
========= ========= ========= =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE> 7
CHILDTIME CHILDREN'S CENTERS 401(K) SAVINGS & RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION:
The following description of the Childtime Children's Centers 401(k)
Savings & Retirement Plan (the "Plan") provides only general information.
Participants should refer to the plan documents for a more complete
description of the Plan's provisions.
a. GENERAL: Childtime Childcare, Inc. (the "Company") established the
Childtime Childcare, Inc. 401(k) Savings & Retirement Plan effective
June 1, 1991. On August 13, 1997, the Board of Directors of Childtime
Childcare, Inc. amended the name of the Plan to read the Childtime
Children's Centers 401(k) Savings & Retirement Plan. The Plan is a
defined contribution plan in which all employees of the Company who
have attained 21 years of age and have completed one year of service
are eligible to participate. Employee participation in the Plan is
voluntary. The Plan's investments are managed by The Burke Group (the
"Recordkeeper"). The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
b. CONTRIBUTIONS: Participants may contribute up to 15 percent of their
eligible earnings as defined in the Plan agreement. Each year, the
Company matches 25 percent of employee contributions up to 4 percent
of eligible compensation. No after-tax contributions can be made to
the Plan.
c. PARTICIPANT ACCOUNTS: An account is maintained on behalf of each
participant by the Recordkeeper. On a quarterly basis, each
participant's account is adjusted for any earnings, gains, losses,
contributions, withdrawals and loans attributable to such participant
in order to obtain a new valuation of each participant's account.
d. VESTING: A participant's account, with the exception of the employer
contribution, is fully vested at all times. The employer contribution
vests 100 percent after 2 years of service with the Company, as
defined in the plan agreement.
e. PLAN BENEFITS: The participant becomes eligible to receive vested
benefits upon the earlier of reaching age 59-1/2, disability, death,
hardship or termination of service as defined in the Plan.
Payments to participants upon termination of service are made in the
form of a lump-sum distribution.
Upon death of the participant, the full value of the participant's
account will be distributed to the designated beneficiary or to the
participant's estate if no beneficiary has been named.
F-5
<PAGE> 8
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. PLAN DESCRIPTION, CONTINUED:
f. PARTICIPANT LOANS: Upon written request of individual active
participants, the Plan's administrator has the discretion to direct
the Recordkeeper to make loans to such participants. A loan to a
participant cannot exceed the lesser of a) $50,000 or b) 50 percent of
the participant's vested account balance at the time of the loan.
Participant loans are only available in accordance with the conditions
as defined in the Plan agreement. At December 31, 1998, interest rates
on participant loans range from 8.25 percent to 11.00 percent.
g. FORFEITURES: Forfeitures arise in accordance with the provisions of
the plan agreement and are used by the employer to offset employer
contributions. Forfeitures totalled $4,280 and $2,583 at December 31,
1998 and 1997, respectively.
h. PLAN TERMINATION: Although it has not expressed any intent to do so,
the Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject to the
provisions of ERISA. In the event of Plan termination, participants
will become 100 percent vested in their accounts.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
a. FINANCIAL STATEMENT PRESENTATION: The financial statements are
prepared on the accrual basis of accounting.
b. INVESTMENTS: Investments in the Company's common stock are valued at
the NASDAQ National Market System closing price at the end of the
year. Interests in Franklin Small Cap Growth Fund, Templeton Foreign
Fund, AIM Value Fund, Washington Mutual Investors Fund, Income Fund of
America, Bond Fund of America and the AIM Cash Reserves Shares are
valued by the fund managers on the basis of established market prices
of fund investments at the end of the year. Income from investments is
recorded as earned on the accrual basis. Purchases and sales are
reflected on a trade-date basis.
c. NET APPRECIATION (DEPRECIATION): The Plan presents in the statement of
changes in net assets available for plan benefits the net appreciation
(depreciation) in the fair value of its investments, which includes
realized gains or losses and the unrealized appreciation
(depreciation) on those investments.
d. CONTRIBUTIONS: Participant contributions are made by the Company from
funds withheld from employees and are recorded in the period of the
related payroll deductions. In addition, the Company makes
contributions based on the plan agreement.
e. BENEFIT PAYMENTS: Benefits are recorded when paid.
F-6
<PAGE> 9
NOTES TO FINANCIAL STATEMENTS, CONTINUED
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
f. ESTIMATES: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from estimates.
g. RISKS AND UNCERTAINTIES: The Plan provides for investment options in
various long-term, index and other mutual funds and Childtime Learning
Centers, Inc. common stock. Investment securities are exposed to
various risks, such as interest rate, market and credit. Due to the
level of risk associated with certain investment securities and the
level of uncertainty related to changes in the value of investment
securities, it is at least reasonably possible that changes in risks
in the near term would materially affect participants' account
balances and the amounts reported in the statement of net assets
available for plan benefits and the statement of changes in net assets
available for plan benefits.
h. FAIR VALUE OF FINANCIAL INSTRUMENTS: Statement of Financial Accounting
Standards No. 107, "Disclosures about Fair Value of Financial
Instruments," requires disclosures about the fair value of financial
instruments whether or not such instruments are recognized in the
balance sheet. Due to the short-term nature of the Plan's receivables
and liabilities, fair values are not materially different from their
carrying values. Participant loans are at rates that approximate
market rates for similar instruments.
3. INVESTMENT OPTIONS:
Each participant has the option of investing all or a portion of his
account in any of eight investment funds as of December 31, 1998. These
investment options include:
a. FRANKLIN SMALL CAP GROWTH FUND - Funds are invested in the stock of
companies with market capitalization of less than $1 billion. There
were 417 participants invested in the Franklin Small Cap Growth Fund
at December 31, 1998.
b. TEMPLETON FOREIGN FUND - Funds are primarily in stocks and bonds of
companies and governments outside of the United States. There were 309
participants invested in the Templeton Foreign Fund at December 31,
1998.
c. AIM VALUE FUND - Funds are invested in mid-size companies' securities.
There were 400 participants invested in the AIM Value Fund at December
31, 1998.
F-7
<PAGE> 10
NOTES TO FINANCIAL STATEMENTS, CONTINUED
3. INVESTMENT OPTIONS, CONTINUED:
d. WASHINGTON MUTUAL INVESTORS FUND - Funds are invested in a portfolio
fund management believes an investor with fiduciary responsibility
might select under the Prudent Investor Rule of the Superior Court of
the District of Columbia. There were 433 participants invested in the
Washington Mutual Investors Fund at December 31, 1998.
e. INCOME FUND OF AMERICA - Funds are invested in common and preferred
stocks, straight debt securities, convertibles and cash equivalents.
There were 367 participants invested in the Income Fund of America at
December 31, 1998.
f. BOND FUND OF AMERICA - Funds are invested primarily in intermediate
and long-term fixed income securities. There were 276 participants
invested in the Bond Fund of America at December 31, 1998.
g. AIM CASH RESERVES SHARES - Funds are invested in money market
securities (maturities of 90 days or less). On December 18, 1998, AIM
Funds merged the AIM Money Market with the AIM Cash Reserves Shares.
There were 542 participants invested in the AIM Cash Reserves Shares
at December 31, 1998.
h. CHILDTIME LEARNING CENTERS, INC. STOCK - Funds are invested primarily
in Childtime Company stock. Cash awaiting investment in the Company's
stock will be invested in a money market or other fixed income funding
vehicle. There were 339 participants invested in the Childtime
Learning Centers, Inc. Stock at December 31, 1998.
The In Trust Money Market Fund is not an investment option. It is a
temporary holding account for unallocated funds and benefits that have
been requested but not paid as of December 31, 1998.
4. TAX STATUS:
The Internal Revenue Service has determined and informed the Company by a
letter dated April 4, 1996, that the Plan is designed in accordance with
Section 401(a) of the Internal Revenue Code of 1986, as amended (the
"Code"). The Plan has been amended since receiving the determination
letter to allow participants to invest in common stock of the Company.
However, the plan administrator believes that the Plan is designed and is
currently being operated in compliance with the applicable requirements
of the Code.
5. RELATED PARTY TRANSACTIONS:
For the periods ended December 31, 1998 and 1997, the Company paid for
the administrative expenses of the Plan. The Chief Financial Officer of
the Company is the Trustee of the Plan.
F-8
<PAGE> 11
NOTES TO FINANCIAL STATEMENTS, CONTINUED
6. BENEFITS PAYABLE:
Benefits payable to participants who become eligible to take a
distributions from the Plan but had not yet been paid at December 31,
1998 and 1997, total $3,000 and $14,096, respectively.
F-9
<PAGE> 12
CHILDTIME CHILDREN'S CENTERS 401(K) SAVINGS & RETIREMENT PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
as of December 31, 1998
<TABLE>
<CAPTION>
(E)
(B) (C) (D) CURRENT
(A) IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT COST** VALUE
- ------ ----------------------------------- ----------------------------------------- -------------- --------------
<S> <C> <C> <C> <C>
* Franklin Small Cap Growth Fund - Class I - $ 436,821
* Templeton Funds Inc. Foreign Fund - Class I - 208,973
* AIM Funds Value Fund - Class A - 707,692
* American Funds Washington Mutual Investors - 759,235
* American Funds Income Fund of America - 439,791
* American Funds Bond Fund of America - 334,512
* AIM Funds Cash Reserves Shares - 832,535
* Childtime Learning Centers Inc. Childtime Learning Centers Inc. Stock - 202,814
Participant Loans Participant Loans (interest rates from
8.25% to 11.00%) - 35,067
In Trust Money Market - 16,462
-------------- -------------
- $ 3,973,902
============== =============
</TABLE>
*Party-in-interest transaction.
**Information regarding the historical cost of the asset was not available from
the Recordkeeper.
F-10
<PAGE> 13
CHILDTIME CHILDREN'S CENTERS 401(K) SAVINGS & RETIREMENT PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1998
<TABLE>
<CAPTION>
EXPENSES
INCURRED CURRENT VALUE
IDENTITY OF PURCHASE SELLING WITH COST OF ASSET ON
PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE TRANSACTION* OF ASSET** TRANSACTION DATE
- ------------------------- ------------------------------------------- --------- --------- ------------ ---------- ----------------
<S> <C> <C> <C> <C> <C> <C>
REPORTING CRITERION I: Any single transaction within the plan
year that involves more than five percent
of the current value of plan assets.
Not applicable.
REPORTING CRITERION II: Any series of transactions in
other than securities within the plan year
with or in conjunction with the same person
that, when aggregated, involves more than
five percent of current value of plan
assets.
Not applicable.
REPORTING CRITERION III: Any Series of transactions
within the plan year with respect to
securities of the same issue that, when
aggregated, involves more than five percent
of the current value of plan assets.
AIM Funds Cash Reserves Shares
22 Sales, 241,034 Shares $241,034 $241,034 $241,034
American Funds Washington Mutual Investors Fund
26 Purchases, 8,548 Shares $279,251 279,251 279,251
</TABLE>
<TABLE>
<CAPTION>
IDENTITY OF NET GAIN
PARTY INVOLVED DESCRIPTION OF ASSET OR (LOSS)
- ------------------------- ------------------------------------------- ---------
<S> <C> <C>
REPORTING CRITERION I: Any single transaction within the plan
year that involves more than five percent
of the current value of plan assets.
Not applicable.
REPORTING CRITERION II: Any series of transactions in
other than securities within the plan year
with or in conjunction with the same person
that, when aggregated, involves more than
five percent of current value of plan
assets.
Not applicable.
REPORTING CRITERION III: Any Series of transactions
within the plan year with respect to
securities of the same issue that, when
aggregated, involves more than five percent
of the current value of plan assets.
AIM Funds Cash Reserves Shares
22 Sales, 241,034 Shares -
American Funds Washington Mutual Investors Fund
26 Purchases, 8,548 Shares
</TABLE>
F-11
<PAGE> 14
CHILDTIME CHILDREN'S CENTERS 401(K) SAVINGS & RETIREMENT PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS, CONTINUED
<TABLE>
<CAPTION>
EXPENSES
INCURRED
IDENTITY OF PURCHASE SELLING WITH
PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE TRANSACTION*
- --------------------------------- --------------------------------------------------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
REPORTING CRITERION IV: Any transaction within the plan year
with respect to securities with or
in conjunction with a person with whom any
prior or subsequent single five percent
security transactions within the plan year
took place.
Not applicable.
</TABLE>
<TABLE>
<CAPTION>
CURRENT VALUE
IDENTITY OF COST OF ASSET ON NET GAIN
PARTY INVOLVED DESCRIPTION OF ASSET OF ASSET** TRANSACTION DATE OR (LOSS)
- --------------------------------- -------------------------------------------- ------------ ----------------- -----------
<S> <C> <C> <C> <C>
REPORTING CRITERION IV: Any transaction within the plan year
with respect to securities with or
in conjunction with a person with whom any
prior or subsequent single five percent
security transactions within the plan year
took place.
Not applicable.
</TABLE>
*Information regarding expenses incurred with each transaction was not available
from the Recordkeeper.
**Information regarding the historical cost of the asset was not available from
the Recordkeeper.
NOTES:
- ------
(A) The reporting requirements of Criterion III also apply to these
transactions.
(B) The reporting requirements of Criterion IV also apply to these
transactions.
(C) Transactions already reported under Criterion I are not reported here.
(D) Transactions already reported under Criterion I or III are not reported
here.
F-12
<PAGE> 15
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
23.1 Consent of Independent Accountants
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
Childtime Learning Centers, Inc.
38345 West 10 Mile Road
Southfield, Michigan
Re: Childtime Learning Centers, Inc. Registration Statement
No. 333-38325 on Form S-8
We hereby consent to the incorporation by reference in the above Registration
Statement of our report dated June 24, 1999, to the Board of Directors of
Childtime Learning Centers, Inc. with respect to the financial statements of the
Childtime Children's Centers 401(k) Retirement & Savings Plan at December 31,
1998 and 1997, and for the year ended December 31, 1998, which is included in
this Annual Report on Form 11-K.
PRICEWATERHOUSECOOPERS LLP
Detroit, Michigan
July 13, 1999
