EDUTREK INT INC
10-Q, 1999-05-14
EDUCATIONAL SERVICES
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q
                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarterly Period Ended                               Commission File Number:
March 31, 1999                                                           0-23021


                          EDUTREK INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


Georgia                                                               58-2255472
- --------------------------------------------------------------------------------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)

500 Embassy Row, 6600 Peachtree Dunwoody Road, Atlanta, Georgia            30328
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

                                  404-965-8000
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                Not applicable
- --------------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                    report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 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 requirements for the past 90 days.

                      Yes   X        No
                          -----          -----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

Class A Common Stock, without par value per share          4,460,735 shares
- -------------------------------------------------  -----------------------------
                   Class                           Outstanding at April 30, 1999

Class B Common Stock, without par value per share          6,293,000 shares
- -------------------------------------------------  -----------------------------
                   Class                           Outstanding at April 30, 1999


<PAGE>   2



                          EduTrek International, Inc.
                                Form 10-Q Index



<TABLE>
<CAPTION>
                                                                                                   PAGE
                                                                                                   ----
<S>      <C>                                                                                       <C>
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements                                                                        1
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations       6

PART II. - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                                                           10
</TABLE>




<PAGE>   3
PART I  --   FINANCIAL INFORMATION
Item 1.      Financial Statements


                          EDUTREK INTERNATIONAL, INC.
                          CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)



<TABLE>
<CAPTION>
                                                                                        MARCH 31,      DECEMBER 31,
                                                                                          1999            1998
                                                                                        ---------      ------------
                                                                                       (unaudited)
<S>                                                                                    <C>             <C>
ASSETS

Current assets
      Cash and cash equivalents                                                          $  4,233         $  2,779
      Accounts receivable -- net of allowance of $409 and $277, respectively                4,438            3,054
      Deferred income taxes                                                                   308              308
      Income taxes receivable                                                                 166              166
      Other                                                                                 1,043            1,288
                                                                                         --------         --------
Total current assets                                                                       10,188            7,595
Property, plant, and equipment -- net of accumulated depreciation                          17,577           14,971
Goodwill -- net of accumulated amortization of $2,544 and $2,292, respectively             38,116           38,369
Deferred income taxes                                                                       2,599            2,496
Other                                                                                       1,303            1,103
                                                                                         --------         --------
                                                                                         $ 69,783         $ 64,534
                                                                                         ========         ========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
      Accounts payable                                                                   $  3,130         $  4,816
      Accrued expenses                                                                      2,531            1,632
      Value-added tax payable                                                                 439              473
      Unearned revenues                                                                     8,658            8,477
      Line of credit                                                                        6,920            1,820
      Current maturities -- long-term debt                                                  1,802            1,686
                                                                                         --------         --------
Total current liabilities                                                                  23,480           18,904
Capital leases and other -- less current maturities                                         6,726            5,821
Deferred rent                                                                                 970              966
Other liabilities                                                                             251               82
                                                                                         --------         --------
Total liabilities                                                                          31,427           25,773
Commitments and contingencies

SHAREHOLDERS' EQUITY

Common stock, Class A voting, one vote per share, without par value, 40,000,000
      shares authorized, 4,377,795 and 4,362,605 issued and outstanding, respectively      36,622           36,611
Common stock, Class B voting, ten votes per share, without par value, 10,000,000
      shares authorized, 6,293,000 issued and outstanding                                   3,973            3,973
Accumulated other comprehensive income                                                         14               24
Accumulated deficit                                                                        (2,253)          (1,847)
                                                                                         --------         --------
Total shareholders' equity                                                                 38,356           38,761
                                                                                         --------         --------
                                                                                         $ 69,783         $ 64,534
                                                                                         ========         ========
</TABLE>


                See notes to consolidated financial statements.

                                       1

<PAGE>   4

                          EDUTREK INTERNATIONAL, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                   (In thousands, except per share amounts)




<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED MARCH 31,
                                                                     1999          1998
                                                                ------------   -------------
                                                                 (unaudited)    (unaudited)

<S>                                                             <C>            <C>
Net revenues                                                       $ 16,733       $ 13,522
Costs and expenses:
     Cost of education and facilities                                 8,570          5,184
     Selling and promotional expenses                                 2,938          1,842
     General and administrative expenses                              4,562          2,430
     Acquisition costs                                                   --            180
     Amortization of goodwill                                           252            252
                                                                   --------       --------
         Total costs and expenses                                    16,322          9,888
                                                                   --------       --------
Income from operations                                                  411          3,634
Interest expense                                                        255             62
Other income -- net                                                      32             82
                                                                   --------       --------
Income before income taxes and minority interest                        188          3,654
Income tax benefit (provision)                                          103         (1,365)
                                                                   --------       --------
Income before minority interest                                         291          2,289
Minority interest in earnings of American University in Dubai          (697)          (625)
                                                                   --------       --------
Net income (loss)                                                  $   (406)      $  1,664
                                                                   ========       ========


Earnings (Loss) Per Share:
Basic net income (loss) per share                                  $  (0.04)      $   0.16
Diluted net income (loss) per share                                $  (0.04)      $   0.15

Average shares outstanding                                           10,661         10,616
Dilutive effect:
     Warrants                                                            --             --
     Options                                                             --            437
                                                                   --------       --------
                                                                         --            437
                                                                   --------       --------
Average shares outstanding assuming dilution                         10,661         11,053
</TABLE>


                See notes to consolidated financial statements.

                                       2



<PAGE>   5

                          EDUTREK INTERNATIONAL, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)


<TABLE>
<CAPTION>
                                                                           THREE MONTHS ENDED MARCH 31,
                                                                               1999            1998
                                                                           ------------    ------------
                                                                            (unaudited)     (unaudited)

<S>                                                                        <C>             <C>
OPERATING ACTIVITIES
Net income (loss)                                                             $  (406)        $ 1,664
Adjustments to reconcile net income (loss) to net cash provided by
    (used in) operating activities:
       Depreciation and amortization                                              815             595
       Bad debt expense                                                           131              45
       Increase in accounts receivable                                         (1,516)         (3,211)
       Increase (decrease) in accounts payable and accrued liabilities           (787)            445
       Increase in unearned revenues                                              181           1,790
       Increase (decrease) in value-added taxes payable                           (34)             89
       Increase in income taxes payable                                            --             196
       Other                                                                      286             251
                                                                              -------         -------
    Net cah provided by (used in) operating activities                         (1,330)          1,864
                                                                              -------         -------

INVESTING ACTIVITIES
    Additions to curriculum development costs                                    (198)           (376)
    Purchases of property, plant, and equipment                                (1,615)           (819)
                                                                              -------         -------
    Net cash used in investing activities                                      (1,813)         (1,195)
                                                                              -------         -------

FINANCING ACTIVITIES
    Net receipts -- line of credit                                              5,100              --
    Principal payments under capital lease obligations                           (370)            (67)
    Principal repayments on long-term debt                                       (130)           (162)
    Other                                                                          12               5
                                                                              -------         -------
    Net cash provided by (used in) financing activities                         4,612            (224)
                                                                              -------         -------

    Effect of exchange rate changes on cash                                       (16)              9
                                                                              -------         -------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                       1,453             454
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                  2,779           7,743
CASH AND CASH EQUIVALENTS, END OF PERIOD                                      $ 4,232         $ 8,197

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash paid during the period for:
       Interest                                                               $   275         $    29
       Income taxes                                                                --           1,168
    Non-cash investing activities:
       Acquisition of property through capital leases                           1,521             105
</TABLE>


                See notes to consolidated financial statements.

                                       3


<PAGE>   6


                          EduTrek International, Inc.
                   Notes to Consolidated Financial Statements
                                  (Unaudited)



Note 1 - Basis of Presentation

         The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and disclosures required by generally accepted accounting
principles for complete financial statements. These unaudited financial
statements include all adjustments, consisting of only normal, recurring
accruals, which EduTrek International, Inc. (the "Company") considers necessary
for a fair presentation of the financial position and the results of operations
for these periods.

         The results of operations for the three months ended March 31, 1999
are not necessarily indicative of the results to be expected for the full year
ending December 31, 1999. For further information, refer to the consolidated
financial statements and notes thereto for the 7 month transition period from
June 1, 1998 to December 31, 1998 included in the Transition Report on Form
10-K as filed with the Securities and Exchange Commission.

Note 2 - Comprehensive Income

         Statement of Financial Accounting Standards ("SFAS") No. 130,
"Reporting Comprehensive Income" establishes standards for reporting and
displaying comprehensive income and its components (revenues, expenses, gains,
and losses) in a full set of general purpose financial statements. The
components of comprehensive income are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                                Three Months Ended March 31,
                                                                                   1999               1998
                                                                                 --------           --------
   <S>                                                                          <C>                <C>
   Net income (loss)                                                             $  (406)           $  1,664
   Change in equity due to foreign currency translation adjustments                  (10)                (19)
                                                                                 -------            --------
   Comprehensive income (loss)                                                   $  (416)           $  1,645
                                                                                 ========           ========
</TABLE>


Note 3 - U.S. and Foreign Operations

         SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information" establishes standards for the way that public business enterprises
report information about operating segments and related information in
financial statements. SFAS No. 131 uses the management approach for determining
what operating segment information to report. The management approach is based
on the way that management organizes the operating segments within the Company
for making decisions and assessing performance. The Company operates solely in
the education industry, and management makes decisions and assesses performance
based on the geographic locations of its campuses. Therefore, the Company has
elected to report segment information based on geographic areas.

         The Company's operations are located in the United States, the United
Kingdom, and Dubai, United Arab Emirates. Net revenues and income (loss) from
operations by geographic area for the three months ended March 31, 1999 and
1998 and identifiable assets by geographic area at March 31, 1999 and December
31, 1998 are as follows (in thousands):



                                       4
<PAGE>   7




<TABLE>
<CAPTION>
                                                         Three Months Ended March 31,
                                         --------------------------------------------------------------
                                                     1999                             1998
                                         ------------------------------    ----------------------------
<S>                                      <C>                               <C>
Net revenues:
   United States                                              $  9,752                        $ $7,052
   United Kingdom                                                4,794                           4,514
   Dubai, UAE                                                    2,187                           1,956
   Home Office                                                       -                               -
                                                              --------                        --------
      Total                                                   $ 16,733                        $ 13,522
                                                              ========                        ========

Income (loss) from operations:
   United States                                              $    568                        $  2,616
   United Kingdom                                                2,112                           2,084
   Dubai, UAE                                                    1,072                             965
   Home Office                                                  (3,341)                         (2,031)
                                                              --------                        --------
      Total                                                   $    411                        $  3,634
                                                              ========                        ========
</TABLE>

<TABLE>
<CAPTION>
                                                March 31, 1999                  December 31, 1998
                                         ------------------------------    ----------------------------
<S>                                      <C>                               <C>
Identifiable assets:
   United States                                               $64,346                         $60,001
   United Kingdom                                                3,222                           2,753
   Dubai, UAE                                                    2,215                           1,780
   Home Office                                                       -                               -
                                                               -------                         -------
      Total                                                    $69,783                         $64,534
                                                               =======                         =======
</TABLE>




                                       5
<PAGE>   8



Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations


         The following discussion of the results of operations and financial
condition of the Company should be read in conjunction with the "Selected
Consolidated Financial Data" and the Company's consolidated financial
statements and notes thereto for the 7 month transition period from June 1,
1998 to December 31, 1998 included in the Company's Transition Report on Form
10-K as filed with the Securities and Exchange Commission, as well as in
conjunction with the consolidated financial statements and notes thereto for
the three months ended March 31, 1999 included in Item 1. Unless otherwise
specified, any reference to a "fiscal year" is to a fiscal year ended December
31.

         This Quarterly Report on Form 10-Q contains forward-looking
statements. Additional written or oral forward-looking statements may be made
by the Company from time to time in filings with the Securities and Exchange
Commission or otherwise. The words "believe," "plan," "expect," "anticipate,"
"project," and similar expressions identify forward-looking statements, which
speak only as of the date the statement was made. Such forward-looking
statements are within the meaning of that term in Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. Such statements may include, but are not limited to,
projections of revenues, income or loss, expenses, capital expenditures, plans
for future operations, financing needs or plans, the impact of inflation, and
plans relating to products or services of the Company, as well as assumptions
relating to the foregoing. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events, or otherwise.

         Forward-looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified. Future events
and actual results could differ materially from those set forth in,
contemplated by, or underlying the forward-looking statements. Statements in
this Quarterly Report, including notes to consolidated financial statements and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," describe factors, among others, that could contribute to or cause
such differences. Additional factors that could cause actual results to differ
materially from those expressed in such forward-looking statements include,
without limitation, new or revised interpretations of regulatory requirements,
changes in or new interpretations of other applicable laws, rules, and
regulations, failure to maintain or renew required regulatory approvals,
accreditation or state authorizations, failure to obtain the Southern
Association of Colleges and Schools' ("SACS") approval to operate in new
locations, changes in student enrollment, and other factors set forth in this
Quarterly Report on Form 10-Q and other reports or materials filed or to be
filed with the Securities and Exchange Commission (as well as information
included in oral statements or other written statements made or to be made by
the Company or its management).

Results of Operations

         The following table sets forth, for the periods indicated, the
percentage relationship of certain statement of operations items to net
revenues for the Company:



                                       6
<PAGE>   9




<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED MARCH 31,
                                                                        1999            1998
                                                                       ------          ------
<S>                                                                  <C>               <C>
STATEMENT OF OPERATIONS DATA:
Net revenues                                                            100.0%          100.0%
     Cost of education and facilities                                    51.2            38.3
     Selling and promotional expenses                                    17.6            13.6
     General and administrative expenses                                 27.3            18.0
     Acquisition costs                                                    0.0             1.3
     Amortization of goodwill                                             1.5             1.9
                                                                       ------          ------
          Total costs and expenses                                       97.6            73.1
Income from operations                                                    2.4            26.9
Interest expense                                                          1.5             0.5
Other income - net                                                        0.2             0.6
                                                                       ------          ------
Loss before income taxes and minority interest                            1.1            27.0
Income tax benefit (provision)                                            0.6           (10.1)
                                                                       ------          ------
Income before minority interest                                           1.7            16.9
Minority interest in earnings of American University in Dubai            (4.2)           (4.6)
                                                                       ------          ------
Net income (loss)                                                        (2.5%)          12.3%
                                                                       ======          ======
</TABLE>

Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998

NET REVENUES. Net revenues increased by approximately $3.2 million or 23.7%
from $13.5 million for the three months ended March 31, 1998 (the "1998
period") to $16.7 million for the three months ended March 31, 1999 (the "1999
period"). The increase in net revenues was due to a tuition increase and an
increase in student enrollments, including the opening of new campuses in
California, Georgia, Florida, and the District of Columbia.

COST OF EDUCATION AND FACILITIES. Cost of education and facilities increased
approximately $3.4 million or 65.3% from $5.2 million in the 1998 period to
$8.6 million in the 1999 period. Education costs increased approximately $2.4
million or 74.2% from $3.3 million in the 1998 period to $5.7 million in the
1999 period due to salary, courseware, and other education costs at the
Company's new campuses. Facility costs increased approximately $1.0 million or
50.0% from $1.9 million in the 1998 period to $2.9 in the 1999 period due to
the opening of the Company's new campuses. For the reasons set forth above,
cost of education and facilities increased as a percentage of net revenues from
38.3% in the 1998 period to 51.2% in the 1999 period.

SELLING AND PROMOTIONAL EXPENSES. Selling and promotional expenses increased by
approximately $1.1 million or 59.5% from $1.8 million in the 1998 period to
$2.9 million in the 1999 period. The increase was due to increases in salary
and other selling and promotional expenses related to new educational programs
such as the Masters in Information Technology, the Bachelors in Information
Technology, and the Bachelors in Business Administration for adult evening
students at the Company's new campuses. As a percentage of net revenues,
selling and promotional expenses increased from 13.6% in the 1998 period to
17.6% in the 1999 period.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased approximately $2.2 million or 93.5% from $2.4 million in the 1998
period to $4.6 million in the 1999 period. The increase was primarily due to
additions of personnel at the new campuses and the home office to support the
Company's growth. As a percentage of net revenues, general and administrative
expenses increased from 18.0% in the 1998 period to 27.3% in the 1999 period.

ACQUISITION COSTS. Acquisition costs include $180,000 of accounting, legal, and
other costs in the 1998 period associated with the then planned combination
with ITI Education Corporation ("ITI"). In March 1998, the Company and ITI
announced that their planned combination was terminated in favor of amended and
expanded licensing arrangements under which the Company acquired rights to
ITI's information technology curriculum. The remaining acquisition costs of
$307,000 were incurred in April and May of 1998. There were no acquisition
costs in the 1999 period.


                                       7
<PAGE>   10

AMORTIZATION OF GOODWILL. Goodwill amortization of $252,000 for both periods
was the result of the October 1996 acquisition of American European Corporation
and Subsidiaries with goodwill costs being amortized over a 40-year period.

INTEREST EXPENSE. Interest expense increased approximately $193,000 in the 1999
period as a result of increased outstanding borrowings under the Company's
revolving line of credit during the 1999 period compared to the 1998 period.

OTHER INCOME - NET. Other income - net remained relatively constant during the
three month 1999 and 1998 periods.

MINORITY INTEREST IN EARNINGS OF AMERICAN UNIVERSITY IN DUBAI. Minority
interest in earnings increased approximately $72,000 or 11.5% due to an
increase in Dubai's operating income.

NET INCOME (LOSS). For the reasons set forth above, the Company experienced a
net loss of $406,000 for the 1999 period compared to net income of $1.7 million
for the 1998 period.

SEASONALITY

         The Company experiences seasonality in its results of operations
primarily as a result of changes in the level of student enrollments. While the
Company enrolls students throughout the year, the Company's second and third
fiscal quarter enrollments and related revenues generally are lower than the
first and fourth fiscal quarters due to traditionally lower student enrollment
levels in the summer. Second and third fiscal quarter costs and expenses are
higher as a percentage of net revenues as a result of certain fixed costs which
are not significantly affected by the seasonal second and third fiscal quarter
declines in net revenues. This seasonality will be mitigated by new educational
programs which are offered throughout the year in new campuses in California,
Georgia, Florida, northern Virginia, and the District of Columbia.

LIQUIDITY AND CAPITAL RESOURCES

         The Company finances its operating activities and capital
requirements, including debt repayments, principally from cash provided by
operating activities and borrowings under bank credit facilities. The Company
executed a new $10 million revolving line of credit with a bank (the "Credit
Agreement") on March 25, 1999. The Credit Agreement matures on April 30, 2001
but can be extended beyond that date. Amounts outstanding bear interest at
LIBOR plus 2.75%. The Credit Agreement replaced an existing $4.0 million bank
credit facility. At March 31, 1998, the Company had outstanding borrowings
under the Credit Agreement of $6.9 million.

         The increase in investing activities for the 1999 period compared to
the 1998 period was principally due to the increase in the number of locations.
Purchases of property, plant, and equipment for the 1999 period were
approximately $1.6 million. Total purchases of property, plant, and equipment
for the year ended December 31, 1999 are expected to range from $4.5 to $5.5
million due to (1) the opening of new campuses in northern Virginia and Dubai;
(2) hardware and software costs related to the installation of a new management
information system; (3) improvements to the Company's computer facilities and
telecommunications equipment at the corporate level; (4) investments in
computer technology to support information technology curriculum; and (5)
increases in normal recurring capital expenditures due to the overall increases
in student and employment levels resulting from the Company's growth. For the
three months ended March 31, 1999, curriculum development costs totaled
approximately $198,000. Curriculum development costs for the year ended
December 31, 1999 are expected to be in the range of $500,000 to $1.0 million.
The Company expects to fund capital expenditures for existing and new campuses
through cash from operations and proceeds from the Credit Agreement.

         The Company's ability to fund its working capital and capital
expenditure requirements, implement new programs, make interest payments, fund
future acquisitions, and meet its other cash requirements, depends on, among
other things, current cash and cash equivalents, internally generated funds,
and the Company's Credit



                                       8
<PAGE>   11

Agreement. Management believes that such sources will be sufficient to meet the
Company's capital requirements and operating needs for the remainder of the
fiscal year. However, if there is a significant reduction of internally
generated funds, the Company may require additional funds from outside sources.
In such event, there can be no assurance that the Company will be able to
obtain such funding as and when required or on acceptable terms.

         The Department of Education requires that Title IV program funds
collected by an institution for unbilled tuition be kept in a separate cash or
cash equivalent account until the students are billed for the portion of their
program related to these funds. In addition, all funds transferred to the
Company through electronic funds transfer programs are held in a separate cash
account until certain conditions are satisfied. As of March 31, 1999, the
Company had approximately $45,000 in these separate accounts to comply with
these requirements. These funds generally remain in these separate accounts for
an average of 60 to 75 days from the date of collection. These restrictions on
cash have not affected the Company's ability to fund daily operations.

YEAR 2000 COMPLIANCE

         The year 2000 problem arises from the fact that many existing
information technology hardware and software systems and non-information
technology products containing embedded microchip processors may not recognize
the year 2000. Accordingly, problems may arise for such products and systems
when processing information containing dates that fall after December 31, 1999.

         Some of the Company's computer information systems are not currently
configured to recognize the year 2000. The Company has developed an assessment
team, which has established testing procedures, has begun the testing of its
computer information systems, and expects completion of this project by June of
1999.

         The Company is currently implementing a new centralized information
system to integrate its operations and financial data including admissions,
financial aid, student services, placement services, and default management.
The new system is designed to properly recognize the year 2000. The Company
anticipates that the information system will be fully operational before the
year 2000 and that it will require a total of $2 million to develop and
implement this integrated information system, although there can be no
assurance that the new system will be implemented on a timely basis or that
total expenditures will not exceed $2 million. Management does not anticipate
that the expenditure of such funds to implement the new computer system will
have a material impact on the Company's results of operations, liquidity, or
capital resources. In the event this information system is not implemented in a
timely fashion, management will evaluate other available options to revise its
computer programs, as necessary, for the effect on the year 2000 problem
including, in a worst case scenario, relying on manual record keeping, until
full compliance is achieved.

         The Company has reviewed its material relationships with third parties
such as vendors and evaluated the consequences of third party year 2000
problems on the Company. The Company is requiring contract letters of
compliance from all vendors. The Company does not believe year 2000 problems of
these third parties pose a material risk to the Company. However, because the
Company is in a regulated industry and indirectly relies on only a few sources
for a substantial portion of its revenues, the Company is dependent upon those
entities' efforts to address their own year 2000 issues. Should any such third
parties experience year 2000 related disruptions, it could have a material
adverse impact on the Company's business, results of operations, liquidity, or
financial condition. For example, as with all postsecondary education-oriented
businesses whose students receive governmental financial aid, the Company's
operations and liquidity depend upon the student funding provided by Title IV
Programs for its students. Processing of applications for this funding is
handled by the Department of Education's computer systems. The Department of
Education has stated that its systems will be year 2000 compliant in early
calendar year 1999 and has set forth a calendar of when schools can test their
systems for year 2000 compliance.

IMPACT OF INFLATION

         The Company does not believe its operations have been materially
affected by inflation.



                                       9
<PAGE>   12



PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits:

             27     -  Financial Data Schedule (for SEC use only)

         (b) Reports on Form 8-K. No report on Form 8-K was filed during the
             quarter ended March 31, 1999.



                                      10
<PAGE>   13

                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        EDUTREK INTERNATIONAL, INC.


Date:  May 13, 1999                     By: /s/  Steve Bostic
                                            --------------------------------
                                            Steve Bostic, President and
                                            Chief Executive Officer
                                            (principal executive officer)



Date:  May 13, 1999                     By: /s/  Daniel D. Moore
                                            --------------------------------
                                            Daniel D. Moore, Chief Financial
                                            Officer (principal financial and
                                            accounting officer)





                                      11

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
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<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                           4,233
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<INVENTORY>                                          0
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<PP&E>                                          17,577
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<CURRENT-LIABILITIES>                           23,480
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        40,595
<OTHER-SE>                                      (2,239)
<TOTAL-LIABILITY-AND-EQUITY>                    69,783
<SALES>                                         16,733
<TOTAL-REVENUES>                                16,733
<CGS>                                           16,322
<TOTAL-COSTS>                                   16,322
<OTHER-EXPENSES>                                     0
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<INTEREST-EXPENSE>                                 255
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<INCOME-TAX>                                      (103)
<INCOME-CONTINUING>                               (406)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      (406)
<EPS-PRIMARY>                                     (.04)
<EPS-DILUTED>                                     (.04)
        

</TABLE>


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