FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from Not Applicable to
-------------- --------------
Commission File Number 0-17840
NEW HORIZONS WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-2941704
--------------------------------- ------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1231 East Dyer Road, Santa Ana, California 92705
(Address of principal executive offices)
(Zip Code)
(714) 432-7600
(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 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 ____
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Number of shares of common stock outstanding at September 30, 2000: 9,898,038
1
<PAGE>
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
New Horizons Worldwide, Inc. and Subsidiaries
September 30, 2000 and December 31, 1999
(Dollars in thousands)
September December
30, 2000 31, 1999
(unaudited)
----------- --------
Assets
------
Current assets:
Cash and cash equivalents ........................... $ 4,123 $ 2,868
Accounts receivable, less allowance for doubtful
accounts of $724 in 2000 and $943 in 1999 ....... 21,175 20,991
Inventories ......................................... 1,459 1,226
Prepaid expenses .................................... 1,690 1,438
Deferred income tax assets .......................... 2,526 2,526
Other current assets ................................ 655 791
-------- --------
Total current assets ............................ 31,628 29,840
Property, plant and equipment, net ....................... 15,156 14,797
Excess of cost over net assets of acquired companies,
net of accumulated amortization of $5,154 in 2000
and $3,420 in 1999 .................................. 63,934 55,718
Cash surrender value of life insurance ................... 1,070 1,070
Other assets ............................................. 4,595 3,659
-------- --------
Total Assets ............................................. $116,383 $105,084
======== ========
See accompanying notes to condensed consolidated financial statements
2
<PAGE>
Condensed Consolidated Balance Sheets
New Horizons Worldwide, Inc. and Subsidiaries
September 30, 2000 and December 31, 1999
(Dollars in thousands)
September December
30, 2000 31, 1999
(unaudited)
----------- --------
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Current portion of long-term obligations ............ $ 106 $ 189
Accounts payable .................................... 4,888 2,155
Income taxes payable ................................ 486 918
Accounts payable to franchises ...................... 5,130 3,882
Other current liabilities ........................... 17,870 16,686
-------- --------
Total current liabilities ....................... 28,480 23,830
Long-term obligations, excluding current portion ......... -- 6,730
Deferred income tax liability ............................ 835 835
Deferred rent ............................................ 839 885
Other long-term liabilities .............................. 39 127
--------- --------
Total liabilities ............................... 30,193 32,407
-------- --------
Stockholders' equity:
Preferred stock without par value, 2,000,000
shares authorized, no shares issued .............. -- --
Common stock, $.01 par value, 15,000,000 shares
authorized; issued and outstanding 10,083,038
shares in 2000 and 9,788,583 shares in 1999 ...... 101 97
Additional paid-in capital .......................... 41,982 37,098
Retained earnings ................................... 45,405 36,780
Treasury stock at cost - 185,000 shares in 2000 and
1999 ............................................. (1,298) (1,298)
-------- --------
Total stockholders' equity ...................... 86,190 72,677
-------- --------
Total Liabilities & Stockholders' Equity ................. $116,383 $105,084
======== ========
See accompanying notes to condensed consolidated financial statements
3
<PAGE>
Condensed Consolidated Statements of Earnings
New Horizons Worldwide, Inc. and Subsidiaries
Three and Nine Months ended September 30, 2000 and September 30, 1999
(unaudited)
(Dollars in thousands except Earnings Per Share)
Three Months Ended Nine Months Ended
-------------------- --------------------
September September September September
30,2000 30, 1999 30, 2000 30, 1999
-------- --------- --------- ---------
Revenues
Franchising
Franchise fees ............ $ 813 $ 810 $ 1,682 $ 1,879
Royalties ................. 6,166 5,120 17,611 14,756
Other ..................... 1,627 670 4,114 1,987
-------- -------- -------- --------
Total franchising revenues . 8,606 6,600 23,407 18,622
Company-owned training centers . 27,364 23,981 83,237 61,961
-------- -------- -------- --------
Total revenues ............ 35,970 30,581 106,644 80,583
Cost of revenues .................. 16,397 13,184 48,834 35,445
Selling, general and
administrative expenses ........ 15,040 12,685 43,466 34,094
-------- -------- -------- --------
Operating income .................. 4,533 4,712 14,344 11,044
Investment income, net ............ 54 60 31 393
-------- -------- -------- --------
Income before income taxes ........ 4,587 4,772 14,375 11,437
Provision for income taxes ........ 1,835 1,761 5,750 4,333
-------- -------- -------- --------
Net income ........................ $ 2,752 $ 3,011 $ 8,625 $ 7,104
======== ======== ======== ========
Basic Earnings Per Share .......... $ 0.28 $ 0.32 $ 0.89 $ 0.75
======== ======== ======== ========
Diluted Earnings Per Share ........ $ 0.26 $ 0.30 $ 0.84 $ 0.71
======== ======== ======== ========
See accompanying notes to condensed consolidated financial statements
4
<PAGE>
Condensed Consolidated Statements of Cash Flows
New Horizons Worldwide, Inc. and Subsidiaries
Nine Months ended September 30, 2000 and September 30, 1999
(unaudited)
(Dollars in thousands)
Nine Months Nine Months
Ended Ended
September September
30, 2000 30,1999
----------- -----------
Cash flows from operating activities
------------------------------------
Net income ............................................. $ 8,625 $ 7,104
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization ..................... 5,696 4,270
Deferred compensation ............................. -- 103
Cash provided (used) from the change in:
Accounts receivable ........................... (184) (3,876)
Inventories ................................... (233) (213)
Prepaid expenses and other current assets ..... (116) (174)
Other assets .................................. (936) (383)
Accounts payable .............................. 2,733 (405)
Other current liabilities ..................... 2,432 1,100
Income taxes payable .......................... 94 544
Deferred rent ................................. (46) (29)
-------- --------
Net cash provided by operating activities 18,065 8,041
-------- --------
Cash flows from investing activities
------------------------------------
Purchase of marketable securities ................. -- (4,148)
Redemption of marketable securities ............... -- 19,274
Cash surrender value of life insurance ........... -- (428)
Additions to property, plant and equipment ........ (4,320) (5,565)
Cash paid for acquired companies, net of cash
acquired ..................................... -- (26,035)
Cash paid for previous acquisitions (Note 3) ...... (7,099) (1,877)
-------- --------
Net cash used by investing activities ......... (11,419) (18,779)
-------- --------
Cash flows from financing activities
------------------------------------
Proceeds from issuance of common stock ............ 1,510 22
Proceeds from debt obligations .................... 4,479 13,056
Principal payments on debt obligations ............ (11,380) (4,886)
-------- --------
Net cash (used) provided by financing activities (5,391) 8,192
-------- --------
Net increase (decrease) in cash and cash equivalents ... 1,255 (2,546)
Cash and cash equivalents at beginning of period ....... 2,868 6,873
-------- --------
Cash and cash equivalents at end of period ............. $ 4,123 $ 4,327
======== ========
Supplemental disclosure of cash flow information
------------------------------------------------
Cash was paid for:
Interest ...................................... $ 216 $ 64
======== ========
Income taxes .................................. $ 4,354 $ 3,355
======== ========
See accompanying notes to condensed consolidated financial statements
5
<PAGE>
Condensed Consolidated Statements of Cash Flows
New Horizons Worldwide, Inc. and Subsidiaries
Nine Months ended September 30, 2000 and September 30, 1999
(unaudited)
(Dollars in thousands)
Supplemental Disclosure of Noncash Transactions
Nine Months Nine Months
Ended Ended
September September
30, 2000 30,1999
----------- -----------
Noncash investing and financing activities:
Income tax benefit from exercise of stock
options and warrants ...................... $ 526 $ 8
=========== ===========
During the nine months ended September 30, 2000, the Company issued 145,455
shares of common stock with a value of $2,850 at the date of issuance as
additional consideration for previous acquisitions.
During the nine months ended September 30, 1999, the Company issued 222,369
shares of common stock with a value of $3,665 at the date of issuance for the
acquisition of the Albuquerque, New Mexico, Charlotte, North Carolina, San
Antonio, Texas, and Denver, Colorado franchises and as additional consideration
for a previous acquisition.
6
<PAGE>
Notes to Condensed Consolidated Financial Statements
New Horizons Worldwide, Inc. and Subsidiaries
For the Nine Months ended September 30, 2000 and September 30, 1999
(unaudited)
(Dollars in thousands except Earnings Per Share)
Note 1 In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments (all of
which are normal and recurring) necessary to present fairly the
financial position of the Company at September 30, 2000 and the
results of operations for the three and nine month periods ended
September 30, 2000 and September 30, 1999. The statements and notes
should be read in conjunction with the financial statements and notes
thereto included in the Company's annual report for the year ended
December 31, 1999.
Note 2 Certain items on the 1999 financial statements have been
reclassified to conform to the 2000 presentation.
Note 3 During the nine months ended September 30, 2000, the Company granted
additional consideration for previous acquisitions of $7,386 in cash
and issued 145,455 shares of the Company's stock due to the acquired
centers meeting certain performance targets.
Note 4 Effective January 1, 1998, the Company adopted SFAS No. 130
"Reporting Comprehensive Income." The Company's comprehensive income
for the nine months ended September 30, 2000 and 1999 is presented
below:
Nine Months Nine Months
Ended Ended
September September
30, 2000 30,1999
----------- -----------
Net income ........................................... $ 8,625 $ 7,104
Other comprehensive income, net of tax:
Unrealized holding gains/(losses) on available
for sale securities arising during the year ... -- 78
----------- -----------
Comprehensive income ................................. $ 8,625 $ 7,182
=========== ===========
Note 5 The Company operates in two business segments - company-owned
training centers and franchising operations. The company-owned
training centers segment operates wholly-owned computer training
centers in the United States and derives its revenues from the
operating revenues of those centers. The franchising segment
franchises computer training centers domestically and internationally
and supplies systems of instruction and sales and management concepts
concerning computer training to independent franchisees. The
franchising segment revenues are from the initial franchise fees and
royalties from the franchise operations and other revenue such as from
Nova Vista and the Corporate Education Solutions program. The two
segments are identified on the basis of the source of revenues and the
services offered. Informationon the Company's segments is as follows:
7
<PAGE>
<TABLE>
<CAPTION>
Company-owned Executive
Centers Franchising Office Consolidated
------------- ----------- ---------- ------------
<S> <C> <C> <C> <C>
For the nine months ended September 30, 2000
--------------------------------------------
Revenues from external ........................................ $ 83,237 $ 23,407 $ -- $ 106,644
customers
Depreciation and
amortization expense ........................................ 5,066 630 -- 5,696
Income tax expense ............................................ 2,468 3,282 -- 5,750
Net income .................................................... 3,505 5,120 -- 8,625
Total assets .................................................. 91,340 19,059 5,984 116,383
Capital expenditures .......................................... 3,606 714 -- 4,320
For the nine months ended September 30, 1999
--------------------------------------------
Revenues from external ........................................ $ 61,961 $ 18,622 $ -- $ 80,583
customers
Depreciation and .............................................. 3,630 640 -- 4,270
amortization expense
Income tax expense ............................................ 2,385 1,948 -- 4,333
Net income .................................................... 3,978 3,126 -- 7,104
Total assets .................................................. 87,845 19,599 4,661 112,105
Capital expenditures .......................................... 3,726 1,854 (15) 5,565
</TABLE>
Note 6 The Company computes earnings per share based on SFAS No. 128,
"Earnings Per Share" (EPS). SFAS No. 128 requires the Company to
report Basic EPS, as defined therein, which assumes no dilution from
outstanding stock options, and Diluted EPS, as defined therein, which
assumes dilution from the outstanding stock options.
The computation of Basic EPS is based on the weighted average number
of shares actually outstanding during each year. The computation of
Diluted EPS is based upon the weighted average number of shares
actually outstanding, plus the shares that would be outstanding
assuming the exercise of all outstanding options and warrants,
computed using the treasury stock method.
Three Months Ended Nine Months Ended
----------------------- -----------------------
September September September September
30, 2000 30, 1999 30, 2000 30, 1999
---------- ---------- ---------- ----------
Basic EPS 9,853,413 9,545,314 9,738,592 9,495,210
Diluted EPS 10,571,980 10,135,133 10,328,378 10,044,267
The difference between the shares used for calculating Basic EPS and
Diluted EPS relates to common stock equivalents consisting of stock
options and warrants outstanding during the respective periods.
8
<PAGE>
Note 7 On December 3, 1999, the Securities and Exchange Commission issued
Staff Accounting Bulletin #101, Revenue Recognition in Financial
Statements (SAB 101). SAB 101 summarizes the staff's views in applying
generally accepted accounting principles to revenue recognition in
financial statements. SAB 101 is effective for the fourth quarter of
fiscal year 2001. The Company believes that the implementation of SAB
101 will not have a material impact on the financial statements.
In March 2000, the FASB issued Interpretation No. 44 (FIN 44),
"Accounting for Certain Transactions involving Stock Compensation."
FIN 44 is an interpretation of Accounting Principal Board's Opinion
No. 25, "Accounting for Stock Issued to Employees" (APB 25). Among
other matters, FIN 44 clarifies the application of APB 25 regarding
the definition of employee for purposes of applying APB 25, the
criteria for determining whether a plan qualifies as noncompensatory
and the accounting consequences of modification to the terms of
previously issued stock options or similar awards. The Company adopted
the provisions of FIN 44 in the third quarter of 2000. The adoption of
FIN 44 did not have a material impact on the Company's financial
condition or results of operations.
9
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands)
General
-------
The Company operates computer training centers in the United States and
franchises computer training centers in the United States and abroad.
Corporate revenues are defined as revenues from company-owned training centers
and franchising operations. System-wide revenues are comprised of total revenues
from all centers, both company-owned and franchised. System-wide revenues are
used to gauge the growth rate of the entire New Horizons training network.
Revenues from company-owned training centers operated by New Horizons consist
primarily of training fees and fees derived from the sale of courseware
material. Cost of revenues consists primarily of instructor costs, courseware
costs, rent, utilities, classroom equipment, and computer hardware, software and
peripheral expenses. Included in selling, general and administrative expenses
are personnel costs associated with technical and facilities support,
scheduling, training, accounting and finance, and sales.
Revenues from franchising consist primarily of initial franchise fees paid by
franchisees for the purchase of specific franchise territories and franchise
rights, training royalty and advertising fees based on a percentage of gross
training revenues realized by the franchisees, percentage royalty fees received
on the sale of courseware, revenue earned from the sale of third-party
courseware to the franchisees through Nova Vista, its product procurement
company, and revenue earned from Corporate Education Solutions, a program to
service large corporate customers. Cost of revenues consists primarily of costs
associated with courseware development and franchise support personnel who
provide system guidelines and advice on daily operating issues including sales,
marketing, instructor training, and general business problems. Included in
selling, general and administrative expenses are technical support, accounting
and finance support, Corporate Education Solutions support, advertising
expenses, and franchise sales expenses.
Revenues
--------
Revenues increased $5,389 or 17.6% to $35,970 for the third quarter of 2000 and
increased $26,061 or 32.3% for the first nine months of 2000 compared to the
same periods in 1999. This was primarily due to improved revenues at
company-owned locations, additional revenues resulting from the acquisition of
the Denver franchise in September 1999, revenue increases at franchises open
more for than twelve months, and additional franchises added to the system.
System-wide revenues for the third quarter were $135,768, up 19.8% from $113,310
for the same period in 1999. For the first nine months of 2000, system-wide
revenues grew 21.4% to $395,282 from $325,656 for the first nine months of 1999.
System-wide revenues include revenues from both franchised locations and
company-owned training centers. Revenues from locations open more than 12
months, both franchised and company-owned, grew 13.0% in the third quarter of
2000 and 16.3% in the first nine months of 2000 compared to the same periods in
1999. .
Cost of Revenues
----------------
Cost of revenues increased $3,213 or 24.4% for the third quarter of 2000 and
increased $13,389 or 37.8% for the first nine months of 2000 compared to the
same periods in 1999. As a percentage of revenues, cost of revenues increased to
45.6% in the third quarter of 2000 from 43.1% and increased to 45.8% for the
first nine months of 2000 from 44.0% compared to the same periods in 1999. The
increase in the cost of revenues in absolute dollars was a result of the
increase in revenues for the third quarter and the first nine months of 2000 as
discussed above and higher training, facilities and depreciation expenses in and
associated with the acquisition of the Denver franchise in September 1999. The
increase in cost of revenues as a percentage of revenues in the third quarter
was due primarily to expenses remaining at a similar level compared to prior
quarters in which revenue was higher. The increase in cost of revenues as a
percentage of revenues in the first nine months of 2000 was a result of the
increase in company-owned center revenue as a percentage of total revenue. The
franchising segment operates at a higher gross margin than the company-owned
segment.
10
<PAGE>
Selling, General and Administrative Expenses
--------------------------------------------
Selling, general and administrative expenses increased $2,355 or 18.6% for the
third quarter of 2000 and increased $9,372 or 27.5% for the first nine months of
2000 compared to the same periods in 1999. As a percentage of revenues, selling,
general and administrative expenses increased to 41.8% for the third quarter and
decreased to 40.8% for the first nine months of 2000 from 41.5% and 42.3%,
respectively, for the same periods in 1999. The increase in selling, general and
administrative expenses in absolute dollars was due principally to increased
spending in the areas of sales and marketing, and the inclusion of the Denver
franchise for the full periods in 2000. The increase in selling, general and
administrative expenses as a percentage of revenues in the third quarter was the
result of expenses remaining at a similar level compared to prior quarters in
which revenue was higher. The decrease in selling, general and administrative
expenses as a percentage of revenues for the first nine months of 2000 was
primarily due to the increase in revenue and control of the addition of
non-revenue producing employees.
Investment Income, Net
----------------------
Investment income decreased $43 or 28.9% for the third quarter of 2000 and
decreased $204 or 37.5% for the first nine months of 2000 compared to the same
periods in 1999. As a percentage of revenues, investment income decreased to
0.3% for the third quarter and the first nine months of 2000 compared to 0.5%
and 0.7% for the same periods in 1999, respectively. The decrease in investment
income in absolute dollars was due mainly to payments made to reduce the
outstanding borrowings against the line of credit.
Interest expense decreased $37 or 41.6% for the third quarter of 2000 and
increased $158 or 105% for the first nine months of 2000 compared to the same
periods in 1999. The higher interest expense for the first nine months of 2000
was due mainly to higher outstanding borrowings compared to the corresponding
period in 1999.
Income Taxes
------------
The Company's effective tax rate was 40% for the third quarter and first nine
months of 2000.
Liquidity and Capital Resources
-------------------------------
As of September 30, 2000, the Company's working capital was $3,148 and its cash
and cash equivalents totaled $4,123. Working capital as of September 30, 2000
reflected a decrease of $2,862 or 47.6% from $6,010 as of December 31, 1999.
The Company currently maintains a $25 million credit facility with a commercial
bank, $20 million of which is for future business acquisitions and $5 million of
which is for short-term financing requirements, at an interest rate equal to the
bank's prime rate, 9.5% at September 30, 2000, less 0.5%. No borrowings are
currently outstanding under this credit facility. As of September 30, 2000, the
Company had $20 million and $5 million available for borrowing under the
acquisition and short-term financing portions of the credit facility,
respectively.
The nature of the computer education and training industry requires substantial
cash commitments for the purchase of computer equipment, software, and training
facilities. During the first nine months of 2000 the Company spent approximately
$4,320 on capital items. Capital expenditures for 2000 are expected to total
approximately $6,000.
11
<PAGE>
In 2001 the Company expects to implement two major initiatives: an integrated
software package to be known as the Center Management System, which will
integrate many of the functions used to operate a training center, such as
course scheduling and registration; and e-Learning and e-Commerce capabilities,
which will provide instruction and other e-Commerce offerings to New Horizons
customers over the Internet. The capital expenditures for these projects are
currently estimated at $5,500 and may be partially funded by the Company's
franchisees.
Management believes that its current working capital position, cash flows from
operations, along with its credit facility, will be adequate to support its
current and anticipated capital and operating expenditures and its strategies to
grow its computer education and training business.
Information About Forward-Looking Statements
--------------------------------------------
The statements made in this Quarterly Report on Form 10-Q that are not
historical facts are forward-looking statements. Such statements are based on
current expectations but involve risks, uncertainties, and other factors which
may cause actual results to differ materially from those contemplated by such
forward-looking statements. All statements that address operating performance,
events or developments that management anticipates will occur in the future,
including statements relating to future revenue, profits, expenses, income and
earnings per share or statements expressing general optimism about future
results, are forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934 (the "Exchange Act"). In addition, words such as
"expects," "anticipates," "intends," "plans," "believes," "estimates,"
variations of such words, and similar expressions are intended to identify
forward-looking statements. Forward-looking statements are subject to safe
harbors created in the Exchange Act.
Important factors which may result in variations from results contemplated by
such forward-looking statements include, but are by no means limited to: (1) the
Company's ability to respond effectively to potential changes in the manner in
which computer training is delivered, including the increasing acceptance of
technology-based training which could have more favorable economics with respect
to timing and delivery costs; (2) the Company's ability to attract and retain
qualified instructors; (3) the rate at which new software applications are
introduced by manufacturers and the Company's ability to keep up with new
applications and enhancements to existing applications; (4) the level of
expenditures devoted to upgrading information systems and computer software by
customers; (5) the Company's ability to compete effectively with low cost
training providers who may not be authorized by software manufacturers; and (6)
the Company's ability to manage the growth of its business.
The Company's strategy focuses on enhancing revenues and profits at current
locations, and also includes the possible opening of new company-owned
locations, the sale of additional franchises, the selective acquisition of
existing franchises in the United States which have demonstrated the ability to
achieve above average profitability while increasing market share, and the
acquisition of companies in similar or complementary businesses. The Company's
growth strategy is premised on a number of assumptions concerning trends in the
information technology training industry. These include the continuation of
growth in the market for information technology training and the trend toward
outsourcing. To the extent that the Company's assumptions with respect to any of
these matters are inaccurate, its results of operations and financial condition
could be adversely effected.
12
<PAGE>
PART I. FINANCIAL INFORMATION
(Dollars in thousands)
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk related to changes in interest rates. It
monitors the risks associated with interest rates and financial instrument
positions.
The Company's primary interest rate risk exposure results from floating rate
debt on its line of credit. At September 30, 2000, the Company did not have any
outstanding floating rate debt.
The Company's revenue derived from international operations is paid by its
franchisees in United States dollars. Accordingly, the foreign currency exchange
rate fluctuation is not material.
13
<PAGE>
PART II. FINANCIAL INFORMATION
(Dollars in thousands)
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
c) Recent Sale of Unregistered Securities
No securities of the Company that were not registered under the Securities Act
of 1933 have been issued or sold by the Company for the period covered by this
Quarterly Report on Form 10-Q other than the following:
On January 6, 2000, the Company issued 3,855 shares of the Company's common
stock as additional consideration for a previously acquired franchise as certain
performance targets were achieved. The average price of the Company's stock
seven days before and after the date of the transaction was $11.83 per share of
common stock. Thus, the aggregate value of the 3,855 shares of common stock on
the date of the transaction was $46.
On May 16, 2000, the Company issued 29,122 shares of the Company's common stock
as additional consideration for a previously acquired franchise as certain
performance targets were achieved. The average price of the company's stock
seven days before and after the date of the transaction was $16.88 per share of
common stock. Thus, the aggregate value of the 29,122 shares of common stock on
the date of transaction was $491.
On June 14, 2000, the Company issued 41,834 shares of the Company's common stock
as additional consideration for a previously acquired franchise as certain
performance targets were achieved. The average price of the company's stock
seven days before and after the date of the transaction was $17.35 per share of
common stock. Thus, the aggregate value of the 41,834 shares of common stock on
the date of transaction was $725.
On July 25, 2000, the Company issued 70,644 shares of the Company's common stock
as additional consideration for a previously acquired franchise as certain
performance targets were achieved. The average price of the Company's stock
seven days before and after the date of the transaction was $22.48 per share of
common stock. Thus, the aggregate value of the 70,644 shares of the common stock
on the date of transaction was $1,588.
Registration under the Securities Act of 1933 was not effected with respect to
the transactions described above in reliance upon the exemption from
registration provided by Section 4(2) of the Securities Act of 1933.
14
<PAGE>
PART II: Other Information
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit Index
Exhibit
Number Description of Documents
27 Financial Data Schedule*
* Filed herewith
15
<PAGE>
SIGNATURE
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 thereto duly authorized.
NEW HORIZONS WORLDWIDE, INC.
(Registrant)
Date: November 14, 2000 By: /s/
-----------------------------
Robert S. McMillan
NEW HORIZONS WORLDWIDE, INC.
Chief Financial Officer
16
