<PAGE> 1
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 ending: December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 000-21363
EDUCATION MANAGEMENT CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1119571
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
300 SIXTH AVENUE, PITTSBURGH, PENNSYLVANIA 15222
(Address of principal executive offices, including zip code)
(412) 562-0900
(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.
[ X ] Yes [ ] No
SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK
As of December 31, 1997
Common Stock: 14,444,218 Shares
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
PART I -- FINANCIAL INFORMATION PAGE
<S> <C> <C>
Item 1. Financial Statements.................................................... 3-7
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition...........................8-10
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings....................................................... 11
Item 2. Changes in Securities................................................... 11
Item 3. Defaults Upon Senior Securities......................................... 11
Item 4. Submission of Matters to a Vote of Security Holders..................... 11
Item 5. Other Information....................................................... 11
Item 6. Exhibits and Reports on Form 8-K........................................ 11
SIGNATURES ............................................................................. 12
</TABLE>
-2-
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM I - FINANCIAL STATEMENTS
EDUCATION MANAGEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30, DECEMBER 31,
ASSETS 1996 1997 1997
- ------ ---- ---- ----
(Unaudited) (Unaudited)
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,338 $ 32,646 $ 3,913
Restricted cash 3,322 581 325
--------- --------- ---------
Total cash and cash equivalents 4,660 33,227 4,238
Receivables:
Trade, net of allowances 8,700 8,706 11,555
Notes, advances and other 2,356 1,841 1,307
Inventories 1,548 1,356 1,779
Deferred income taxes 381 1,509 1,509
Other current assets 3,756 2,247 4,177
--------- --------- ---------
Total current assets 21,401 48,886 24,565
--------- --------- ---------
PROPERTY AND EQUIPMENT, NET 48,933 52,571 56,920
OTHER ASSETS 6,897 6,381 6,001
GOODWILL, NET OF AMORTIZATION 18,224 18,454 18,912
--------- --------- ---------
$ 95,455 $ 126,292 $ 106,398
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 3,655 $ 3,637 $ 3,182
Accounts payable 3,518 6,931 3,055
Accrued liabilities 9,792 9,778 13,267
Advance payments 18,325 15,832 13,448
--------- --------- ---------
Total current liabilities 35,290 36,178 32,952
--------- --------- ---------
LONG-TERM DEBT, LESS CURRENT PORTION 5,354 30,394 5,476
DEFERRED INCOME TAXES AND
OTHER LONG-TERM LIABILITIES 2,477 1,964 1,948
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Capital stock:
Common stock, par value $.01 per share,
14,444,218 as of December 1997 outstanding 144 144 144
Additional paid-in capital 87,358 87,893 88,330
Treasury stock, 39,401 shares at cost (354) (354) (354)
Stock subscriptions receivable (171) (122) (8)
Accumulated deficit (34,643) (29,805) (22,090)
--------- --------- ---------
TOTAL SHAREHOLDERS' EQUITY 52,334 57,756 66,022
--------- --------- ---------
$ 95,455 $ 126,292 $ 106,398
========= ========= =========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
-3-
<PAGE> 4
EDUCATION MANAGEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
-------------------- --------------------
1996 1997 1996 1997
---- ---- ---- ----
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
NET REVENUES $ 52,015 $ 63,068 $ 85,424 $ 106,244
COSTS AND EXPENSES:
Educational services 30,230 36,600 54,975 68,284
General and administrative 10,792 12,807 19,152 23,535
Amortization of intangibles 546 487 993 1,023
----------- ----------- ----------- -----------
41,568 49,894 75,120 92,842
----------- ----------- ----------- -----------
INCOME BEFORE INTEREST AND TAXES 10,447 13,174 10,304 13,402
Interest expense, net 599 54 1,551 100
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES 9,848 13,120 8,753 13,302
Provision for income taxes 4,139 5,510 3,679 5,586
----------- ----------- ----------- -----------
NET INCOME $ 5,709 $ 7,610 $ 5,074 $ 7,716
=========== =========== =========== ===========
EARNINGS PER SHARE:
BASIC $ .47 $ .53 $ .48 $ .53
----------- ----------- ----------- -----------
DILUTED $ .42 $ .51 $ .40 $ .52
----------- ----------- ----------- -----------
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC 12,051,358 14,440,445 9,480,982 14,434,191
----------- ----------- ----------- -----------
DILUTED 13,625,904 14,861,887 12,557,139 14,858,160
----------- ----------- ----------- -----------
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
-4-
<PAGE> 5
EDUCATION MANAGEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED DECEMBER 31,
1996 1997
---- ----
(unaudited) (unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME $ 5,074 $ 7,716
ADJUSTMENTS TO RECONCILE NET INCOME TO
NET CASH FLOWS FROM OPERATING ACTIVITIES-
Depreciation and amortization 5,655 6,669
Vesting of compensatory stock options 375 --
Changes in current assets and liabilities-
Restricted cash (2,085) 256
Receivables (2,884) (2,313)
Inventories (277) (423)
Other current assets (1,121) (1,930)
Accounts payable (1,258) (2,478)
Accrued liabilities 2,437 3,415
Advance payments 7,082 (2,390)
-------- --------
Total adjustments 7,924 806
-------- --------
Net cash flows from operating activities 12,998 8,522
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of subsidiaries (9,553) (600)
Expenditures for property and equipment (8,834) (11,604)
Other items, net 107 (152)
-------- --------
Net cash flows from investing activities (18,280) (12,356)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from public stock offering, net 45,054 --
Principal payments on debt, net (56,910) (25,373)
Dividends paid to ESOP (83) --
Capital stock transactions, net (7,603) 474
-------- --------
Net cash flows from financing activities (19,542) (24,899)
-------- --------
NET CHANGE IN CASH AND CASH EQUIVALENTS (24,824) (28,733)
-------- --------
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 26,162 32,646
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,338 $ 3,913
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ 1,480 $ 393
Income taxes $ 802 $ 1,975
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
-5-
<PAGE> 6
EDUCATION MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. The interim consolidated financial statements consist of the accounts of
Education Management Corporation (the "Company") and its wholly owned
subsidiaries, which include The Art Institutes International ("AII"), and
The National Center for Professional Development ("NCPD"). The Company's
schools offer associate's and bachelor's degree programs and non-degree
programs in the areas of design, media arts, culinary arts, fashion and
professional development. The Company has provided career-oriented
education programs for over 35 years. Unless otherwise noted, references to
the years fiscal 1997 and 1998 are to the periods ended December 31, 1996
and 1997, respectively.
2. The results of operations for the three and six-month periods ended
December 31, 1996 and 1997 are not necessarily indicative of the results to
be expected for the entire fiscal year. The interim consolidated financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto for the fiscal year ended June 30, 1997
included in the Company's Annual Report on Form 10-K as filed with the
Securities and Exchange Commission. The accompanying unaudited condensed
consolidated financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information
and with the instructions for Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the disclosures for complete
financial statements. This financial information reflects all adjustments,
consisting only of normal recurring adjustments, that are, in the opinion
of management, necessary to present fairly the financial condition and
results of operations for the interim periods presented. First and second
quarter fiscal year 1997 and 1998 interim financial information was
reviewed by Arthur Andersen LLP as set forth in their report included in
this document.
3. The Company's authorized and outstanding capital stock was as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1997
-----------------
CAPITAL STOCK AUTHORIZED OUTSTANDING
------------- ---------- -----------
<S> <C> <C>
Preferred Stock 10,000,000 --
Common Stock 60,000,000 14,444,218
</TABLE>
<TABLE>
<CAPTION>
JUNE 30, 1997
-------------
CAPITAL STOCK AUTHORIZED OUTSTANDING
------------- ---------- -----------
<S> <C> <C>
Preferred Stock 10,000,000 --
Common Stock 60,000,000 14,417,874
</TABLE>
4. Effective August 1, 1996, the Company acquired certain net assets of The
New York Restaurant School ("NYRS") for $9.5 million in cash. The Company
acquired principally current assets net of specified current liabilities,
property and equipment, student enrollment agreements, curriculum and trade
names. The excess of the purchase price over the fair value of the assets
acquired has been assigned to goodwill. This transaction was accounted for
as a purchase.
On January 30, 1997, the Company acquired the assets of Lowthian College,
located in Minneapolis, Minnesota, for $200,000 in cash and approximately
$200,000 of assumed liabilities. The Company acquired principally accounts
receivable, equipment and student enrollment agreements. The excess of the
purchase price over the fair value of the assets acquired has been assigned
to goodwill. The school was renamed The Art Institute of Minnesota. This
transaction was accounted for as a purchase.
-6-
<PAGE> 7
The Art Institute of Los Angeles ("AILA") became licensed in the state of
California in March 1997. AILA began student recruiting and school startup
activities in April 1997. Classes commenced at AILA in October 1997. All
costs associated with AILA's startup have been expensed as incurred and are
reflected in the results of operations.
On December 19, 1997, the Company acquired the assets of The Louise
Salinger Academy of Fashion located in San Francisco, California, for
$600,000 in cash. The Company also entered into a consulting agreement with
the former President in exchange for an option to purchase 10,000 shares of
Common Stock at an exercise price of $25.93, the closing price of the
Common Stock on the closing date of the transaction. The Company acquired
principally accounts receivable and equipment. The excess of the purchase
price over the fair value of the assets acquired has been assigned to
goodwill. The school was renamed The Art Institutes International at San
Francisco. This transaction was accounted for as a purchase and is subject
to U.S. Department of Education approval.
5. In fiscal 1997, the net income allocable to common shareholders was reduced
by the dividends and a redemption premium on the Company's Series A 10.19%
Convertible Preferred Stock, $.0001 par value (the "Series A Preferred
Stock"), in the computation of earnings per share. Dividends accrued but
not payable that reduced the net income applicable to common shareholders
were not paid because the Series A Preferred Stock was converted into
Common Stock immediately prior to the consummation of the initial public
offering, which closed on November 5, 1996.
Reconciliation of net income available for common shareholders:
<TABLE>
<CAPTION>
(Dollars in thousands) THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31 DECEMBER 31
1996 1997 1996 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income $ 5,709 $7,610 $ 5,074 $7,716
Redemption premium on Series A Preferred Stock -- -- (107) --
------- ------ ------- ------
Net Income available to common shareholders for
diluted earnings per share $ 5,709 $7,610 $ 4,967 $7,716
======= ====== ======= ======
Dividends paid on Series A Preferred Stock -- -- (83) --
Dividends accrued, but not payable, on Series A
Preferred Stock (73) -- (296) --
------- ------ ------- ------
Net income available to common shareholders for
basic earnings per share $ 5,636 $7,610 $ 4,588 $7,716
======= ====== ======= ======
</TABLE>
During the quarter ended December 31, 1997, the Company adopted Financial
Accounting Standards Board Statement #128. Accordingly, all prior period
earnings per share amounts have been restated using the new computation
method.
Reconciliation of Diluted Shares:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31 DECEMBER 31
1996 1997 1996 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Basic shares 12,051,358 14,440,445 9,480,982 14,434,191
Dilution for stock options 295,111 421,442 260,438 423,969
Dilution for warrants and Series A
Preferred Stock 1,279,435 -- 2,815,719 --
---------- ---------- ---------- ----------
Diluted shares 13,625,904 14,861,887 12,557,139 14,858,160
========== ========== ========== ==========
</TABLE>
6. On November 21, 1997, the previously announced public offering of the
Company's Common Stock at $26.00 per share by certain principal
shareholders closed. Those shareholders sold 3,070,992 shares and received
proceeds of approximately $79.8 million before transaction-related
expenses. The Company did not receive any proceeds from this offering.
-7-
<PAGE> 8
PART I - FINANCIAL INFORMATION
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATION AND FINANCIAL CONDITION
The following discussion of the Company's results of operations and financial
condition should be read in conjunction with the interim unaudited consolidated
financial statements of the Company and the notes thereto. Unless otherwise
noted, references to the fiscal years 1997 and 1998 are to the periods ended
December 31, 1996 and 1997, respectively.
RESULTS OF OPERATIONS
For the three months ended December 31, 1997 compared to the three months ended
December 31, 1996:
Net revenues increased by 21.2% to $63.1 million in the second quarter of
fiscal 1998 from $52.0 million in the second quarter of fiscal 1997 due
primarily to an 18.5% increase in student enrollments at Company-owned schools,
accompanied by an approximate 5.0% tuition price increase at Company-owned
schools in the second fiscal quarter of 1998. Total student enrollment at the
Company's schools increased from 15,838 at the start of the second quarter of
fiscal 1997 to 18,763 at the start of the second quarter of fiscal 1998,
including growth of approximately 12.0% at the nine Company-owned schools that,
as of the start of the quarter, had been operated by the Company for 24 months
or more. In addition, the Company had three more schools in the second quarter
when compared to the prior year's quarter. Lowthian College in Minneapolis,
Minnesota was acquired in January 1997 and renamed The Art Institute of
Minnesota ("AIM"). The Art Institute of Los Angeles ("AILA") commenced classes
in October 1997. The Louis Salinger Academy of Fashion in San Francisco,
California was acquired in December 1997 and renamed The Art Institutes
International at San Francisco ("AISF").
Educational services expense increased by $6.4 million, or 21.1%, to $36.6
million in the second quarter of fiscal 1998 from $30.2 million in the second
quarter of fiscal 1997. The increase was primarily the result of the additional
costs required to service higher student enrollments at The Art Institutes, the
addition of AIM and AILA, and normal cost increases for wages, supplies expense
and other services. Educational services expense in the second quarter of fiscal
1998 was 58.0% of net revenues, compared to 58.1% in the same period last year.
Educational services expense as a percentage of net revenue for new schools,
such as AILA and AIM, is higher than the overall consolidated percentage.
General and administrative expense increased by $2.0 million, or 18.7%, to
$12.8 million in the second quarter of fiscal 1998 from $10.8 million in the
second quarter of fiscal 1997 primarily because of higher marketing and student
admissions expense, including the addition of approximately $550,000 of such
expenses at AIM and AILA, and normal cost increases for wages and media
advertising. General and administrative expense as a percentage of net revenues
decreased slightly to 20.3% in the second quarter of fiscal 1998, compared to
20.7% in the same period last year. General and administrative expense declined
as a percentage of net revenues principally because corporate and centralized
administrative expense grew more slowly than net revenues.
Amortization of intangibles decreased by 10.8%, to $487,000 in the second
quarter of fiscal 1998 from $546,000 in the second quarter of fiscal 1997. The
decrease in amortization expense primarily resulted from certain intangible
assets becoming fully amortized during the second quarter of fiscal 1998.
Net interest expense decreased to $54,000 in the second quarter of fiscal
1998 from $599,000 in the second quarter of fiscal 1997. The lower interest
expense was primarily attributable to a decrease in the average outstanding
indebtedness from $23.9 million in the second quarter of fiscal 1997 to $5.5
million in the second quarter of fiscal 1998. The outstanding debt of the
Company at December 31, 1997 consisted of $8.7 million in revolving credit
borrowings and capitalized lease obligations.
The Company's effective tax rate has remained constant at 42.0% for fiscal
1998 and fiscal 1997.
Net income for the quarter increased 33.3% to $7.6 million in fiscal 1998
compared to $5.7 million in fiscal 1997. This improvement is primarily the
result of increased revenues, improved margins and lower net interest expense.
-8-
<PAGE> 9
RESULTS OF OPERATIONS
For the six months ended December 31, 1997 compared to the six months ended
December 31, 1996:
Net revenues increased by 24.4% to $106.2 million in fiscal 1998 from $85.4
million in fiscal 1997 due primarily to a 19.9% increase in average student
enrollments at Company-owned schools, accompanied by an approximate 5.0% tuition
price increase at The Art Institutes. Average student enrollment at the
Company's schools increased from 13,571 in fiscal 1997 to 16,269 in fiscal 1998.
The New York Restaurant School was acquired in August 1996. In January 1997, a
Minneapolis school was acquired and renamed The Art Institute of Minnesota. A
new school, The Art Institute of Los Angeles, commenced classes in October 1997.
In December 1997, a school was acquired and renamed The Art Institutes
International at San Francisco.
Educational services expense increased by $13.3 million, or 24.2%, to $68.3
million in fiscal 1998 from $55.0 million in fiscal 1997. The increase was
primarily the result of the additional costs required to service higher student
enrollments at The Art Institutes, normal cost increases for wages and other
services and the addition of AIM and AILA. Educational services expense as a
percentage of net revenues was 64.3% in fiscal 1998 compared to 64.4% in fiscal
1997.
General and administrative expense increased by $4.4 million, or 22.9%, to
$23.5 million in fiscal 1998 from $19.2 million in fiscal 1997 primarily because
of higher marketing and student admissions expense, including the addition of
approximately $975,000 of such expenses at AIM and AILA and normal cost
increases for wages and media advertising. General and administrative expense as
a percentage of net revenues decreased to 22.2% for fiscal 1998, compared to
22.4% the same period last year.
Amortization of intangibles increased by 3.0% to $1.0 million in fiscal
1998 from $993,000 in fiscal 1997. The slight increase in amortization expense
resulted from the acquisition of AIM.
Net interest expense decreased to $100,000 in fiscal 1998 from $1.6 million
in fiscal 1997. The lower interest expense was primarily attributable to a
decrease in the average outstanding indebtedness from $36.6 million in fiscal
1997 to $6.2 million in fiscal 1998.
The Company's effective tax rate has remained constant at 42.0% for fiscal
1998 and fiscal 1997.
Net income for the period increased by $2.6 million or 52.1% to $7.7
million in fiscal 1998 from $5.1 million in fiscal 1997. This increase is
primarily the result of greater revenues at Company-owned schools and lower
interest expense.
SEASONALITY AND OTHER FACTORS AFFECTING QUARTERLY RESULTS
The Company's quarterly revenues and income fluctuate primarily as a result
of the pattern of student enrollments. The Company experiences a seasonal
increase in new enrollments in the fall (fiscal year second quarter), which is
traditionally when the largest number of new high school graduates begin
postsecondary education. Some students choose not to attend classes during
summer months, although The Art Institutes and NYRS encourage year-round
attendance. As a result, total student enrollments at the Company's schools are
highest in the fall quarter and lowest in the summer months (fiscal year first
quarter). The Company's costs and expenses, however, do not fluctuate as
significantly as revenues on a quarterly basis.
LIQUIDITY AND CAPITAL RESOURCES
The Company generated positive cash flow from operating activities of $13.0
million and $8.5 million for the six months ended December 31, 1996 and 1997,
respectively. Lower cash flow from operations in fiscal 1998 was the result of a
decrease in advance tuition payments related to the implementation of new
regulations by the U.S. Department of Education which delayed the receipt of
certain Title IV financial aid funds for enrolled students.
-9-
<PAGE> 10
The Company had an $8.4 million working capital deficit as of December 31,
1997 as compared to $12.7 million of working capital as of June 30, 1997. The
decrease in working capital was due primarily to $25.4 million in debt
repayments on revolving credit borrowings and capitalized leases. Trade accounts
receivable have increased by $2.8 million from June 30, 1997. This increase is
attributable to the growth in net revenues and new U.S. Department of Education
regulations which have delayed the receipt of certain Title IV financial aid
funds for enrolled students.
Effective October 13, 1997, in accordance with the terms of the Company's
revolving credit agreement, the amount of the facility thereunder was reduced
from $70.0 million to $65.0 million. Borrowings under the revolving credit
agreement bear interest at one of three rates set forth in the revolving credit
agreement at the election of the Company. Available borrowing capacity is
reduced by outstanding letters of credit. As of December 31, 1997, the Company
was in compliance with all covenants and had $61.5 million of borrowing capacity
available under the revolving credit agreement.
Borrowings under the revolving credit agreement are used by the Company
primarily to fund its capital investment program, finance acquisitions and meet
seasonal working capital needs. The pattern of cash receipts is seasonal
throughout the year. The level of account receivables reaches a peak immediately
after the billing of tuition and fees at the beginning of each academic quarter.
Collection of these receivables is heaviest at the start of each academic
quarter.
The Company believes that cash flow from operations, supplemented from time
to time by borrowings under its revolving credit agreement, will provide
adequate funds for ongoing operations, planned expansion of new locations,
planned capital expenditures and debt service during the term of the revolving
credit agreement.
The Company's capital expenditures were $8.8 million and $11.6 million for
the six months ended December 31, 1996 and 1997, respectively. The Company
anticipates a slight increase in capital spending for 1998, principally related
to the continued investment in schools acquired or opened during fiscal 1996,
1997 and 1998, additional investment in classroom technology and the
introduction and expansion of culinary and other programs.
The Company leases nearly all of its facilities. Future commitments on
existing leases will be paid from cash provided by operating activities.
-10-
<PAGE> 11
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings Not Applicable
Item 2. Changes in Securities Not Applicable
Item 3. Defaults Upon Senior Securities Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
On November 7, 1997, the annual meeting of the shareholders of
the Company was held for the election of directors and so that
the shareholders could vote upon one proposal set forth below.
(i) Election of directors:
SHARES
------
For 9,553,722
Withheld 1,046
---------------------------------------------------------------
Name Class
---- -----
Robert H. Atwell I
William M. Campbell, III I
Albert Greenstone I
(ii) Approval of the retention of Arthur Andersen LLP as the
Company's independent auditors:
SHARES
------
For 9,552,233
Against 501
Abstain 2,034
Item 5. Other Information Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
(15) Report of Independent Public Accountants
(27) Financial Data Schedules
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the three months ended December 31,
1997
-11-
<PAGE> 12
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.
EDUCATION MANAGEMENT CORPORATION
(Registrant)
Date: _______________________, 1998
/s/ Robert B. Knutson
------------------------------------
Robert B. Knutson
Chairman and Chief Executive Officer
/s/ Robert T. McDowell
------------------------------------
Robert T. McDowell
Senior Vice President and
Chief Financial Officer
-12-
<PAGE> 1
Exhibit 15
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Education Management Corporation and Subsidiaries:
We have reviewed the accompanying consolidated balance sheet of Education
Management Corporation (a Pennsylvania corporation) and Subsidiaries as of
December 31, 1997, and the related consolidated statements of income for the
three-month and six-month periods then ended, and the related consolidated
statement of cash flows for the six-month period then ended. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the financial statements referred to above for them to be in
conformity with generally accepted accounting principles.
/s/ ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania,
January 15, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 4,238
<SECURITIES> 0
<RECEIVABLES> 19,990
<ALLOWANCES> (8,435)
<INVENTORY> 1,779
<CURRENT-ASSETS> 24,565
<PP&E> 110,026
<DEPRECIATION> (53,106)
<TOTAL-ASSETS> 106,398
<CURRENT-LIABILITIES> 32,952
<BONDS> 8,658
0
0
<COMMON> 144
<OTHER-SE> 65,878
<TOTAL-LIABILITY-AND-EQUITY> 106,398
<SALES> 106,244
<TOTAL-REVENUES> 106,244
<CGS> 68,284
<TOTAL-COSTS> 92,842
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 100
<INCOME-PRETAX> 13,302
<INCOME-TAX> 5,586
<INCOME-CONTINUING> 7,716
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,716
<EPS-PRIMARY> .53
<EPS-DILUTED> .52
</TABLE>
