BERLITZ INTERNATIONAL INC
10-Q, 1995-11-13
EDUCATIONAL SERVICES
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                             UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549

                               FORM 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1995
                                  OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                        to

Commission file number 1-10390


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

           NEW YORK                               13-355-0016
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)               Identification Number)

     RESEARCH PARK, 293 WALL STREET, PRINCETON, NEW JERSEY  08540
               (Address of principal executive offices)

                            (609) 924-8500
          Registrant's telephone number, including area code

                               NO CHANGE
          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

     The number of shares outstanding of the registrant's  common stock, at the
     close of business on November 10, 1995, is 10,033,013.

                             Page 1 of 13
<PAGE>


                        PART I. FINANCIAL INFORMATION
                        ITEM 1. FINANCIAL STATEMENTS


                         BERLITZ INTERNATIONAL, INC.
              CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30,
              (Dollars in thousands, except per share amounts)


                                                         1995           1994
                                                       -------         -------

Sales of services and products                         $91,410         $77,694
                                                       -------         -------
Costs and expenses:
   Cost of services and products sold                   54,896          46,143
   Selling, general and administrative                  26,784          23,262
   Amortization of
     publishing rights, excess of cost
     over net assets acquired, and other intangibles     3,330           3,155
   Interest expense on long-term debt                    2,158           3,428
   Other (income) expense, net                           1,175          (1,247)
                                                        ------          ------
    Total costs and expenses                            88,343          74,741
                                                        ------          ------

Income before income taxes                               3,067           2,953

Income tax expense                                       1,949           2,234
                                                        ------          ------

Net income available to
  common shareholders                                   $1,118            $719
                                                        ======          ======

Income per common share                                  $0.11           $0.07
                                                         =====           =====

Average number of common shares outstanding (000's)     10,033          10,033
                                                        ======          ======


See accompanying Notes to the Consolidated Financial Statements.

<PAGE>
                                  Page 3

                         BERLITZ INTERNATIONAL, INC.
              CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                   FOR THE NINE MONTHS ENDED SEPTEMBER 30,
              (Dollars in thousands, except per share amounts)


                                                        1995           1994
                                                      --------        --------

Sales of services and products                        $261,490        $221,129
                                                      --------        --------
Costs and expenses:
   Cost of services and products sold                   158,024        132,388
   Selling, general and administrative                   79,669         67,395
   Amortization of publishing rights, 
    excess of cost over net assets 
    acquired, and other intangibles                      10,142          9,457
   Interest expense on long-term debt                     6,580          8,354
   Other (income) expense, net                              906         (1,956)
                                                        -------        -------
    Total costs and expenses                            255,321        215,638
                                                        -------        -------

Income before income taxes                                6,169          5,491

Income tax expense                                        5,560          6,911
                                                         ------         ------

Net income (loss) available to
  common shareholders                                      $609        $(1,420)
                                                         ======        =======


Income (loss) per common share                            $0.06         $(0.14)
                                                         ======        =======

Average number of common shares outstanding (000's)      10,033         10,033
                                                         ======         ======



See accompanying Notes to the Consolidated Financial Statements.

<PAGE>
                                  Page 4

                      BERLITZ INTERNATIONAL, INC.
                      CONSOLIDATED BALANCE SHEETS
                        (Dollars in thousands)


                                                (UNAUDITED)
                                                SEPTEMBER 30,  DECEMBER 31,
                                                         1995          1994
                                                -------------  ------------
ASSETS
CURRENT ASSETS:
Cash and temporary investments                   $  27,525        $ 26,165
Accounts receivable, less allowance for
  doubtful accounts of $1,757 and $1,912            34,184          25,981
Unbilled receivables                                 2,439           1,304
Inventories                                          9,282           8,973
Prepaid expenses and other current assets            7,120           4,907
                                                    ------          ------
  TOTAL CURRENT ASSETS                              80,550          67,330
Property and equipment, net of accumulated
  depreciation of $12,771 and $8,711                26,594          25,885
Publishing rights, net of accumulated amorti-
  zation of $2,323 and $1,665                       19,454          20,048
Excess of cost over net assets acquired and
   other intangibles, net of accumulated 
   amortization of $32,313 and $22,675             449,383         453,712
Other assets                                        13,785          15,030
                                                 ---------        --------
  TOTAL ASSETS                                   $ 589,766        $582,005
                                                 =========        ========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt                $  10,902        $  9,325
Accounts payable                                     6,716           6,999
Deferred revenues                                   36,321          35,994
Payrolls and commissions                            13,741          10,785
Income taxes payable                                 4,585           1,356
Accrued expenses and other current liabilities      11,875          10,219
                                                 ---------        --------
  TOTAL CURRENT LIABILITIES                         84,140          74,678
Long-term debt                                      69,678          78,247
Notes payable to affiliates                         31,512          30,424
Deferred taxes and other liabilities                25,216          25,044
Minority interest                                    6,908           6,377
                                                 ---------        --------
  TOTAL LIABILITIES                                217,454         214,770
                                                 ---------        --------
Commitments and Contingencies (Note 6)

SHAREHOLDERS' EQUITY:
Common stock                                         1,003           1,003
Additional paid-in capital                         368,658         368,658
Accumulated deficit                                 (2,038)         (2,647)
Cumulative translation adjustment                    4,689             221
                                                  --------        --------
  TOTAL SHAREHOLDERS' EQUITY                       372,312         367,235
  TOTAL LIABILITIES AND SHAREHOLDERS'            ---------        --------
    EQUITY                                       $ 589,766        $582,005
                                                 =========        ========


See accompanying Notes to the Consolidated Financial Statements.

<PAGE>
                                  Page 5


                          BERLITZ INTERNATIONAL, INC.
               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                            (Dollars in thousands)


                                                         1995            1994
                                                       -------         --------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                       $609          $(1,420)
  Adjustments to reconcile net income (loss) 
    to net cash provided by operating 
    activities:
      Depreciation and amortization                    15,321           14,181
      Foreign exchange (gains) losses, net
        and minority interest                           1,035             (948)
      Changes in operating assets and liabilities      (2,973)          (4,661)
                                                       ------            -----
        Net cash provided by operating activities      13,992            7,152
                                                       ------            -----

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                 (6,053)          (4,296)
  Acquisitions of businesses                              (15)            (894)
  (Investment in) refunds from joint ventures             139           (1,058)
                                                       ------            -----
    Net cash used in investing activities              (5,929)          (6,248)
                                                       ------            -----


CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of notes payable to 
    affiliate                                              -            30,145
  Repayment of long-term debt                          (7,019)         (23,144)
  Net repayments under revolving credit agreement          -            (3,000)
  Other                                                  (107)            (196)
                                                       ------            -----

    Net cash provided by (used in) financing 
     activities                                        (7,126)           3,805
                                                       ------            -----


Effect of exchange rate changes on cash and
  temporary investments                                   423             (457)
                                                       ------            -----



Net increase in cash and temporary investments          1,360            4,252
Cash and temporary investments, beginning of        
  period                                               26,165           11,738
                                                       ------            -----
Cash and temporary investments, end of period        $ 27,525         $ 15,990
                                                       ======            =====


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash payments for:
     Interest                                        $  4,514         $  5,616
                                                       ======            =====
     Income taxes                                    $  3,555         $  4,521
                                                       ======            =====
  Cash receipts for income taxes                     $  1,152         $    810
                                                       ======            =====
  Noncash investing activities:
     Accounts payable for capital expenditures 
       in Japan                                      $    832         $  -
                                                       ======            =====



See accompanying Notes to the Consolidated Financial Statements.

<PAGE>
                                  Page 6


                      BERLITZ INTERNATIONAL, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

1. GENERAL

   The  Consolidated Financial Statements of Berlitz International,  Inc.  (the
   "Company")  have  been  prepared in accordance with the instructions to Form
   10-Q and are unaudited. The information reflects all adjustments of a normal
   recurring nature which are,  in  the  opinion of management, necessary for a
   fair presentation of such financial statements.   The  financial  statements
   should  be  read  in  conjunction  with the financial statements and related
   notes to the Company's 1994 Annual Report  on  Form  10-K, as filed with the
   Securities and Exchange Commission.

   TRANSLATIONS SEGMENT CONTRACTS AND UNBILLED RECEIVABLES

   Translations  segment contracts are accounted for under  the  percentage  of
   completion method  of  accounting, whereby sales and costs are recognized as
   work on contracts progress.   Changes  in  estimates  for  sales,  costs and
   profits are recognized in the period in which they are determinable.

   Unbilled receivables represent the difference between revenue recognized for
   financial  reporting  purposes and  amounts  contractually  permitted  to be
   billed to customers. Unbilled amounts will be invoiced in subsequent periods
   upon reaching certain milestones.

   RECLASSIFICATIONS
   Certain  reclassifications  have  been made to the  prior  period  financial
   statements to conform to the 1995 presentation.

2. LONG-TERM DEBT

   Long-term debt consists of the following:

                                           September 30,      December 31,
                                                    1995              1994
                                           -------------      ------------

   Term Loan                                 $    23,856          $ 30,775
   Senior Notes                                   56,000            56,000
   Other                                             724               797
                                             -----------          --------
       Total debt                                 80,580            87,572
   Less current maturities                        10,902             9,325
                                             -----------          --------
       Long-term debt                        $    69,678           $78,247
                                             ===========          ========

     In  connection with the Merger in  February  1993,  the  Company  incurred
     indebtedness  through borrowing under a bank term facility (the "Bank Term
     Facility")   and    the    issuance   of   Senior   Notes   (the   "Senior
     Notes")(collectively the "Acquisition Debt Facilities").

<PAGE>
                                  Page 7

3.   FINANCIAL INSTRUMENTS AND RELATED DISCLOSURES

     a) Fair values of financial instruments

     The carrying amounts and estimated  fair values of the Company's financial
     instruments at September 30, 1995 and December 31, 1994 were as follows:



                                         1995                     1994
                                  --------------------    ---------------------
                                  Carrying  Estimated     Carrying   Estimated
                                   Amount   Fair Value     Amount    Fair Value
                                  --------------------    ---------------------

Assets:
  Cash and temporary investments   $27,525   $ 27,525    $  26,165   $  26,165
  Currency coupon swap agreements        4          4        1,011       1,011
Liabilities:
  Long-term debt, including
    current maturities              80,580     87,087       87,572      88,488
  Notes payable to affiliates       31,512     24,301       30,424      19,538
  Currency coupon swap agreements    3,465      3,465        3,226       3,226


     For cash and temporary investments, the  carrying amount approximates fair
     value due to their short maturities. The fair values of long-term debt and
     notes payable to affiliates are estimated  based  on  the  interest  rates
     currently available for borrowings with similar terms and maturities.  The
     fair values of the coupon swap agreements represent the amounts that could
     be  settled based on estimates obtained from a dealer.  The value of these
     swaps will be affected by future interest rates and exchange rates.

     b) Currency coupon swap agreement settlement

     In July  1995,  the Company settled in full the Japanese yen floating rate
     currency coupon swap  agreement which it had with a financial institution.
     Net cash proceeds on settlement were $695.

4.   OTHER (INCOME) EXPENSE, NET


                                             THREE MONTHS      THREE MONTHS
                                                    ENDED             ENDED
                                           SEPT. 30, 1995    SEPT. 30, 1994
                                           --------------    --------------


Interest income on temporary investments          $(353)            $(203)
Foreign exchange (gains) losses, net              1,487            (1,721)
Interest expense to affiliate                       369                34
Joint venture-related income                       (250)                -
Other (income) expense, net                         (78)              643
                                                 ------           -------
     Total other (income) expense, net           $1,175           $(1,247)
                                                 ======           =======




                                              NINE MONTHS       NINE MONTHS
                                                    ENDED             ENDED
                                           SEPT. 30, 1995    SEPT. 30, 1994
                                           --------------    --------------

Interest income on temporary investments          $(946)          $(1,385)
Foreign exchange (gains) losses, net                432            (1,208)
Interest expense to affiliate                     1,069                34
Joint venture-related income                     (1,000)                -
Loss on disposal of fixed assets                    588                 -
Other expense, net                                  763               603
                                                  -----           -------
     Total other (income) expense, net             $906           $(1,956)
                                                  =====           =======


5.   EARNINGS PER SHARE

     Earnings per share of common  stock  are  computed  by dividing net income
     (loss) available to 

<PAGE>
                                  Page 8

     common  shareholders  by the  weighted  average number of common    shares 
     outstanding  during   the  period.  Primary  and  fully  diluted  earnings
     per  share  of  common  stock  are  the  same  since  the  Company  has no
     common stock equivalents  (e.g.  stock options, restricted stock and other
     stock equivalents) outstanding.

6.   COMMITMENTS AND CONTINGENCIES

     a) Contingencies

     The Company was formerly included  in  the consolidated tax returns of the
     affiliated group of which Macmillan Inc. ("Macmillan") was the parent (the
     "Macmillan Group") and consequently is severally  liable  for  any Federal
     tax  liabilities  for the Macmillan Group arising prior to December  1989.
     Pursuant to certain  agreements,  Macmillan agreed to pay all such Federal
     tax  liabilities  and  Maxwell  Communication  Corporation  plc  ("Maxwell
     Communication")  placed and agreed  to  maintain  cash  and  other  assets
     (currently including 627,000 shares of the Company's common stock owned by
     Maxwell  Communication  (the  "Berlitz  Shares")),  valued  at $39,500, in
     escrow to secure Macmillan's obligation, including any such tax  liability
     assessed against the Company.  Management believes that such liability, if
     any,  will  not result in a material effect on the financial condition  of
     the Company.

     b) Commitments

     Effective May  31,  1995,  the  Company  entered  into  a  stock  purchase
     agreement  (the  "Stock  Purchase  Agreement")  with Maxwell Communication
     whereby the Company agreed to purchase  from  Maxwell  Communication,  and
     Maxwell  Communication  agreed to sell to the Company, at a purchase price
     of $9 per share, the Berlitz  Shares  on the earlier of September 16, 1996
     or  ten  days  after the Company notifies  Maxwell  Communication  of  its
     intention to purchase  all  or  a  portion  of  the  Berlitz  Shares.  The
     Company's  obligation  to  buy  the  Berlitz  Shares  is  subject  to  the
     satisfaction of certain conditions.

<PAGE>
                                  Page 9


                          BERLITZ INTERNATIONAL, INC.
                     PART I. FINANCIAL INFORMATION

ITEM  2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The  following  discussion  should  be  read in conjunction with  the  attached
Consolidated Financial Statements and notes  thereto  and  with  the  Company's
audited Consolidated Financial Statements and notes thereto for the fiscal year
ended December 31, 1994.


RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 1995 VS.
THREE MONTHS ENDED SEPTEMBER 30, 1994

Sales for the quarter ended September 30, 1995 were $91.4 million, 17.7%  above
the  same  period  in  the  prior  year,  reflecting  increases in the Language
Instruction and Translations segments.

Language Instruction sales for the quarter ended September  30, 1995 were $68.9
million,  $6.7  million  or  10.8%  above  the  same period in 1994,  primarily
reflecting  increases  in  East  Asia ($1.4 million,  or  7.4%),  Europe  ($3.0
million, or 14.7%) and Latin America ($1.4 million, or 15.4%).  The improvement
in East Asian sales from 1994 resulted  from  the  favorable impact of exchange
rate fluctuations ($1.4 million).  Europe's increase  was favorably impacted by
exchange rate fluctuations ($1.5 million), and by positive volume and operating
activity  in  most countries.  The improvement in Latin American  revenues  was
primarily due to  volume  increases  in  Brazil  and  Colombia, which more than
offset  poor economic conditions in Mexico, including the  devaluation  of  the
Mexican peso.

During the  three-month  period ended September 30, 1995, the number of lessons
given was approximately 1.2  million,  2.8%  above the same period in the prior
year.  Lesson volume in East Asia declined 3.4%  from 1994, due to decreases in
Japan.   Lesson  volume in Latin America increased by  8.1%  from  prior  year,
primarily due to increases  in  Brazil.   Lesson  volume in Europe increased by
6.6% over 1994,  with  primarily  due to results in England, France, Israel and
Slovenia.

Translations  sales  were  $18.3  million  for  the  three-month  period  ended
September 30, 1995, an increase of $7.2 million, or 65.4%, from the same period
in 1994.  This increase was primarily due to higher volume. Most of this growth
occurred  in  the  United  States  and  Ireland as a result  of  the  continued
development of new customers, and expansion of services to existing customers.

Publishing segment sales were $4.2 million for the three months ended September
30, 1995, $0.3 million, or 5.8%, below 1994,  primarily  due  to  the timing of
sales promotions.

Cost  of  services  and  products  sold  and selling general and administrative
expenses for the three months ended September  30, 1995 totalled $81.7 million,
an  increase  of $12.3 million from the comparable  prior  year  period.   This
increase was due  primarily to exchange rate fluctuations and volume increases.
As a percentage of sales, these combined expenses were slightly higher compared
to the prior year's  quarter,  due  in  large  part  to  faster  growth  in the
Translations  segment  than  in the higher margin Language Instruction segment.
In addition, included in selling,  general  and administrative expenses in 1995
were costs of $0.6 million, which related to  the Company's worldwide corporate
image campaign 

<PAGE>
                                  Page 10

and certain other strategic expansion  efforts;   these types of expenses  were
not incurred in prior years' periods.

Other  expense, net for the three months ended September 30, 1995 increased  by
$2.4 million  from  the  same  prior  year period, primarily due to net foreign
exchange losses in 1995 as compared to net foreign exchange gains in 1994.

The Company recorded an income tax expense  of  $1.9  million,  or an effective
rate  of  63.5%,  during  the  current period.  This compared to an income  tax
expense of $2.2 million in the prior  year's  quarter.  The effective tax rates
in both 1995 and 1994 were above the U.S. statutory  Federal tax rate primarily
as a result of nondeductible charges related to the amortization of goodwill.

Net income available to common shareholders for the quarter ended September 30,
1995 was $1.1 million, or $0.11 per common share, compared  to $0.7 million, or
$0.07  per  common  share.   This  increase  occurred   primarily as  increased
operating profit, lower interest expense on long-term debt,  and  a  lower  tax
expense  in 1995 were partially offset by increases in foreign exchange losses,
net in 1995.

RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 1995 VS.
NINE MONTHS ENDED SEPTEMBER 30, 1994

Sales for  the  nine months ended September 30, 1995 were $261.5 million, 18.3%
above the same period  in  the prior year, reflecting increases in the Language
Instruction, Translations and Publishing segments.

Language Instruction sales for  the  nine  months ended September 30, 1995 were
$204.8 million, $24.2 million or 13.4% above the same period in 1994, primarily
reflecting  increases  in East Asia ($7.1 million,  or  13.2%),  Europe  ($12.1
million, or 19.4%) and Latin America ($3.3 million, or 13.1%).  The improvement
in East Asian sales from  1994  resulted primarily from the favorable impact of
exchange rate fluctuations ($6.8  million).   Europe's  increase  was favorably
impacted by exchange rate fluctuations ($7.7 million) and by operating activity
in  almost  all  countries.   The  improvement  in Latin American revenues  was
primarily due to volume increases in Brazil, Mexico,  and  Colombia, which more
than offset the unfavorable effect of the devaluation of the Mexican peso.

During  the nine-month period ended September 30, 1995, the number  of  lessons
given was  approximately  3.7  million, 4.5% above the same period in the prior
year.  Lesson volume in East Asia  increased 1.0% from 1994, favorably impacted
by Hong Kong and Thailand.  Lesson volume  in  Latin  America increased by 9.6%
from  prior year, primarily due to increases in Brazil,  Mexico  and  Colombia.
Lesson volume in Europe increased by 7.4% over 1994 primarily due to results in
the Czech and Slovak Republics, Italy, Poland, France, Italy, and Hungary.

Translations sales were $44.1 million for the nine-month period ended September
30, 1995, an increase of $15.3 million, or 53.2%, from the same period in 1994.
This increase  was  primarily due to higher volume and other operating activity
($12.3 million) and,  to  a lesser degree, favorable exchange rate fluctuations
($3.0 million). Most of this  growth  occurred  in  the United States, Ireland,
Denmark, Germany, France and Norway.

Publishing segment sales were $12.6 million for the nine months ended September
30, 1995, $0.8 million or 7.2% above 1994, reflecting  both  favorable exchange
rate fluctuations and a strong second 

<PAGE>
                                  Page 11

quarter in the United States.

Cost  of  services  and  products  sold and selling, general and administrative
expenses for the nine months ended September  30, 1995 totalled $237.7 million,
an  increase  of $37.9 million from the comparable  prior  year  period.   This
increase was due  primarily to exchange rate fluctuations and volume increases.
As a percentage of  sales,  these combined expenses were higher compared to the
prior year's period, due in large  part  to  faster  growth in the Translations
segment than in the higher margin Language Instruction  segment.  In  addition,
included in selling, general and administrative expenses in 1995 were costs  of
$1.7 million, which related to the Company's worldwide corporate image campaign
and certain other strategic expansion efforts; these types of expenses were not
incurred in prior years' periods.

Other  income,  net  for  the nine months ended September 30, 1995 decreased by
$2.9 million from the same  prior  year  period,  primarily  as  joint venture-
related  income  was more than offset by increases in foreign exchange  losses,
interest expense to  an  affiliate,  losses  in 1995 from the disposal of fixed
assets in connection with the consolidation and  relocation of certain Japanese
centers  for the purpose of reducing overhead costs,  and  increases  in  other
expenses.

The Company  recorded  an  income  tax expense of $5.6 million, or an effective
rate of 90.1%, during the current period.   This  compared  to  an  income  tax
expense  of  $6.9  million  in the prior year.  The effective tax rates in both
1995 and 1994 were above the  U.S.  statutory  Federal  tax rate primarily as a
result of nondeductible charges related to the amortization of goodwill.

Net income available to common shareholders for the year-to-date  period  ended
September  30, 1995 was $0.6 million, or $0.06 per common share, compared to  a
net loss of  $1.4  million,  or  $0.14  per  common  share, in the prior year's
period.   This  improvement of $2.0 million resulted primarily  from  increased
operating profit,  lower  interest  expense  on long-term debt, and a lower tax
expense in 1995, partially offset by increases  in  foreign  exchange losses in
1995.

FINANCIAL CONDITION

The  primary  source  of  the  Company's  liquidity  is  the  cash provided  by
operations.  The Company's businesses are generally not capital  intensive and,
historically,   capital   expenditures,   working   capital   requirements  and
acquisitions  have been funded from internally generated cash.   Although  each
geographic area exhibits different patterns of lesson volume over the course of
the year, the Company's  sales  are  generally  not  seasonal in the aggregate.
Generally, the Company collects cash from customers in  the  form of prepayment
of fees for instruction that gives rise to deferred revenues.

Cash  and  non-cash  capital  expenditures  during the nine-month period  ended
September  30,  1995  were  $6.9 million, primarily  for  the  refurbishing  of
existing  centers, the opening  of  new  centers,  and  the  consolidation  and
relocation  of  certain centers in Japan.  Of this amount, $0.8 million for the
Japanese centers  were  included  in  accounts  payable  at September 30, 1995,
payable substantially in installments over the next seven  months.   During the
nine  months  of  1995, one center was opened, bringing the worldwide total  to
323.

Pursuant to a covenant  under  the Acquisition Debt Facilities, the Company was
party to five currency coupon swap  agreements  with a financial institution at
September 30, 1995.  These agreements require the Company, in exchange for U.S.
dollar receipts, to periodically make foreign currency payments, denominated in
the Japanese yen, the Swiss franc, the Canadian dollar,  the British pound, and
the  

<PAGE>
                                  Page 12

German  mark.   Credit  loss  from   counterparty   nonperformance   is  not
anticipated.   The fair market value of these swap agreements at September  30,
1995, representing the amount that could be settled based on estimates obtained
from a dealer, was a net liability of approximately $3.5 million.

In July 1995,  the  Company  settled  in  full  the  Japanese yen floating rate
currency coupon swap agreement.  Net cash proceeds on settlement were $695.

The Company is party to a Stock Purchase Agreement with  Maxwell  Communication
whereby the Company agreed to purchase from Maxwell Communication,  and Maxwell
Communication  agreed  to  sell  to the Company, at a purchase price of $9  per
share, 627,000 shares of the Company's  common  stock (the "Berlitz Shares") on
the  earlier  of  September  16, 1996 or ten days after  the  Company  notifies
Maxwell Communication of its intention  to  purchase  all  or  a portion of the
Berlitz Shares.  The Company's obligation to buy the Berlitz Shares  is subject
to the satisfaction of certain conditions.

At  September  30, 1995, the Company's liquid assets of $27.5 million consisted
of cash and temporary  investments.  The Company plans to meet its debt service
requirements and future working capital  needs  through  funds  generated  from
operations.


                      BERLITZ INTERNATIONAL, INC.
                      PART II.  OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A) EXHIBITS

All exhibits listed below are filed with this Quarterly Report on Form 10-Q.

EXHIBIT NO.

     27 Financial Data Schedule, for the nine months ended September 30, 1995.

(B) REPORTS ON FORM 8-K

A  Form 8-K was filed on July 21, 1995 related to a) an amendment to the Escrow
Agreement  dated  as  of  January  28,  1993 between Maxwell Communication, the
Registrant and an escrow agent, and b) the   Stock  Purchase Agreement dated as
of May 31, 1995 between the Registrant and Maxwell Communication.

<PAGE>
                                  Page 13


                      BERLITZ INTERNATIONAL, INC.
                              SIGNATURES


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


                                        BERLITZ INTERNATIONAL, INC.
                                        -------------------------------
                                        (Registrant)




Date:  November 13, 1995            By: /S/ HENRY D. JAMES
                                        -------------------------------
                                            Henry D. James
                                            Vice President and
                                            Chief Financial Officer

<PAGE>


<TABLE> <S> <C>

<ARTICLE>5
<LEGEND>THIS SCHEDULE CONTAINS  SUMMARY  FINANCIAL  INFORMATION  EXTRACTED FROM
     FORM  10-Q  OF BERLITZ INTERNATIONAL, INC. FOR THE QUARTERLY PERIOD  ENDED
     SEPTEMBER 30,  1995  AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
     FINANCIAL STATEMENTS.
<MULTIPLIER>1,000
       
<S>                           <C>
<PERIOD-TYPE>                  9-MOS
<FISCAL-YEAR-END>              DEC-31-1995
<PERIOD-END>                   SEP-30-1995
<CASH>                         27,525
<SECURITIES>                   0
<RECEIVABLES>                  35,941
<ALLOWANCES>                   1,757
<INVENTORY>                    9,282
<CURRENT-ASSETS>               80,550
<PP&E>                         39,365
<DEPRECIATION>                 12,771
<TOTAL-ASSETS>                 589,766
<CURRENT-LIABILITIES>          84,140
<BONDS>                        0
<COMMON>                       1,003
          0
                    0
<OTHER-SE>                     371,309
<TOTAL-LIABILITY-AND-EQUITY>   589,766
<SALES>                        0
<TOTAL-REVENUES>               261,490
<CGS>                          0
<TOTAL-COSTS>                  158,024
<OTHER-EXPENSES>               10,142
<LOSS-PROVISION>               0
<INTEREST-EXPENSE>             6,580
<INCOME-PRETAX>                6,169
<INCOME-TAX>                   5,560
<INCOME-CONTINUING>            609
<DISCONTINUED>                 0
<EXTRAORDINARY>                0
<CHANGES>                      0
<NET-INCOME>                   609
<EPS-PRIMARY>                  0.06
<EPS-DILUTED>                  0.06
        

</TABLE>


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