<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
[ ] 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: 0-25674
CBT GROUP PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
Republic of Ireland Not Applicable
- - ---------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2(B) CLONSKEAGH SQUARE
DUBLIN 14
IRELAND
(Address of principal executive offices, including zip code)
(011) 353-1-283-0077
(Registrant's telephone number, including area code)
Indicate by check mark whether 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 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 Ordinary Shares outstanding as of April 30, 1996 was 8,610,835.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
Number
------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
as of December 31, 1995 and as of March
31, 1996 3
Condensed Consolidated Statements of
Operations for the three months ended
March 31, 1995 and 1996 4
Condensed Consolidated Statements of
Cash Flows for the three months ended
March 31, 1995 and 1996 5
Note to Condensed Consolidated
Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13
</TABLE>
2
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CBT GROUP PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, March 31,
1995 1996
------------ -----------
(dollars in thousands, except per share amounts) (Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 6,313 $ 5,142
Short-term investments 40,669 41,192
Accounts receivable, net 12,146 11,473
Inventories 89 72
Deferred tax assets, net 398 408
Prepaid expenses 591 1,222
------- -------
Total current assets 60,206 59,509
Property and equipment, net 1,920 2,972
Other assets 1,807 2,494
------- -------
Total assets 63,933 64,975
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Borrowings under bank overdraft
facility and overdrafts 889 --
Notes payable 79 49
Accounts payable 1,728 1,916
Accrued payroll and related expenses 2,308 1,378
Other accrued liabilities 7,721 7,577
Deferred revenues 2,790 3,587
------- -------
Total current liabilities 15,515 14,507
SHAREHOLDERS' EQUITY
Ordinary Shares, IR37.5p par value: 5,155 5,243
30,000,000 shares authorized at
December 31, 1995 and March 31, 1996;
issued and outstanding: 8,436,052
shares at December 31, 1995 and
8,583,628 at March 31, 1996
Additional paid-in capital 50,915 50,964
Accumulated deficit (7,434) (5,546)
Receivable from shareholders (190) (179)
Cumulative translation adjustment (28) (14)
------- -------
Total shareholders' equity 48,418 50,468
------- -------
Total liabilities and 63,933 64,975
shareholders' equity ======= =======
</TABLE>
Note: The balance sheet at December 31, 1995 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
3
<PAGE>
CBT GROUP PLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three months
ended March 31,
1995 1996
----------- -----------
(dollars in thousands, expect per share amounts) (Unaudited) (Unaudited)
<S> <C> <C>
Revenues $6,768 $12,104
Cost of revenues 1,160 2,004
------ -------
Gross profit 5,608 10,100
Operating expenses:
Research and development 1,225 2,054
Sales and marketing 2,958 5,412
General and administrative 668 922
------ -------
Total operating expenses 4,851 8,388
------ -------
Income from operations 757 1,712
Other income (expense), net (42) 536
------ -------
Income before provision for income taxes 715 2,248
Provision for income taxes 120 360
------ -------
Net income 595 1,888
====== =======
Net income per share $0.08 $0.20
====== =======
Shares used in computing net income per share 7,687 9,588
====== =======
</TABLE>
4
<PAGE>
CBT GROUP PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH
<TABLE>
<CAPTION>
(dollars in thousands) Three months ended
March 31,
1995 1996
----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 595 $ 1,888
Adjustments to reconcile net income to
net cash provided by operating activities
Depreciation and amortization 85 208
Changes in operating assets and
liabilities
Accounts receivable 1,192 631
Inventories 32 17
Deferred tax assets (33) (10)
Prepaid expenses and other assets (861) (1,328)
Accounts payable 294 190
Accrued payroll and related expenses
and other accrued liabilities (1,243) (1,053)
Deferred revenues (646) 804
------- -------
Net cash provided by (used in)
operating activities (585) 1,347
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (161) (1,260)
Payments to acquire investments 0 (523)
------- -------
Net cash used in investing activities (161) (1,783)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of notes payable (26) (30)
Repayments under bank overdraft
facility (347) (889)
Payments of receivable from shareholder -- 11
Proceeds from issuance of ordinary
shares, net -- 137
------- -------
Net cash used in financing activities (373) (771)
Effect of exchange rate changes on cash 42 36
Net increase in cash (1,077) (1,171)
Cash at beginning of period 3,681 6,313
------- -------
Cash at end of period $ 2,604 $ 5,142
======= =======
</TABLE>
5
<PAGE>
CBT GROUP PLC
NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 INTERIM CONSOLIDATED FINANCIAL STATEMENTS
These interim consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q.
Accordingly, they do not include all the information and footnotes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals), considered necessary for a
fair presentation of financial position, results of operations and cash
flows at the dates and for the periods presented have been included. The
interim financial information herein is not necessarily indicative of
results for any future period.
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
IMPORTANT NOTE ABOUT FORWARD LOOKING STATEMENTS
The following discussion contains forward looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Predictions of future events are
inherently uncertain. Actual events could differ materially from those
predicted in the forward looking statements as a result of the risks set forth
in the following discussion, and in particular, the risks discussed below under
the caption "Additional Risk Factors that Could Affect Operating Results."
OVERVIEW
CBT Group PLC ("CBT" or, the "Company") is a leading provider of interactive
software designed to meet businesses' information technology education and
training needs. The Company develops, publishes and markets a broad library of
over 195 software titles focused on client/server technologies and delivered on
networked and standalone PCs.
The Company derives revenues primarily from license agreements under which
customers license the Company's titles for periods of one, two or three years.
The license agreement format generally allows the customer to exchange titles
for other titles in the Company's library on an annual basis if the agreement is
for more than one year. The initial annual license fee is generally recognized
as revenue at the time of delivery of products, and subsequent annual license
fees are generally recognized on the anniversary of each delivery date.
Although the Company's license agreements are noncancellable by their terms,
there can be no assurance that any customer will fulfill the contractual
obligations under its agreement. Cancellation, reduction or delay in orders by
or shipments to any of these customers could have a material adverse affect on
the Company's business and results of operations. In addition, the Company
derives revenues from sales of its courses, primarily through its telesales
organization and resellers.
In recent years, the Company has entered into several development and marketing
alliances with key vendors of client/server software under which the Company
develops titles for training on specific products. Under certain of its
development and marketing alliances, the Company's partners have agreed to fund
certain product development costs. The Company recognizes such funding as
revenues on a percentage of completion basis, and the costs associated with such
revenues are reflected as cost of revenues. These agreements have the affect of
shifting expenses associated with developing certain new products from research
and development to cost of revenues. The Company expects that cost of revenues
may fluctuate from period to period in the future based upon many factors,
including, but not limited to, the timing of expenses associated with
development and marketing alliances.
In March 1996, the Company signed a lease with respect to a building which will
serve as the Company's new executive offices in the United States. Also, in
November 1995 and January 1996, the Company signed leases with respect to a new
development facility and a new fulfillment facility in Ireland. The aggregate
annual rental under these leases substantially exceeds the aggregate annual
rental under the Company's previous leases. In addition, the Company has time
remaining under its current leases and has not yet identified subtenants for
these leases. Accordingly, the Company's facilities costs will be significantly
greater than they have been historically. There can be no assurance that this
will not have a material adverse affect on the Company's results of operations.
7
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth certain consolidated statements of operations
data as a percentage of revenues:
<TABLE>
<CAPTION>
Three months ended March 31,
------------------------------
1995 1996
-------------- -------------
<S> <C> <C>
Revenues 100% 100%
Cost of revenues 17.1 16.6
---- ----
Gross profit 82.9 83.4
Operating expenses
Research and development 18.1 17.0
Sales and marketing 43.7 44.7
General and administrative 9.9 7.6
---- ----
Total operating expenses 71.7 69.3
---- ----
Income from operations 11.2 14.1
Other income (expense), net (0.6) 4.4
---- ----
Income before provision for income taxes 10.6 18.5
Provision for income taxes 1.8 3.0
---- ----
Net income 8.8 15.5
==== ====
</TABLE>
Revenues
Revenues for the three months ended March 31, 1996 increased 78% to $12.1
million from $6.8 million for the same period in 1995. The increase in revenues
was primarily attributable to an increase in the number of the Company's
available courses and expanded marketing and distribution efforts in the United
States. The Company recognized revenues of $367,000 from development partner
funding in the three month period ended March 31, 1996 and $312,000 for the same
period in 1995. The Company does not expect funding from development partners
to contribute significantly to revenues in future periods.
Revenues in the United States increased to $10.3 million (or 85% of revenues) in
the three months ended March 31, 1996 from $5.3 million (or 78% of revenues) for
the same period in 1995. The increase was primarily the result a significant
increase in the number of sales and related support personnel employed in the
United States, an increase in the number of available courses and an expansion
of the Company's customer base. While revenues in the United States increased
significantly in absolute terms for this period, the Company's sales and
marketing expenses and general and administrative expenses in the United States
also increased rapidly as the Company hired and expanded its staff to support
the U.S. sales growth.
Of the Company's non-U.S. revenues in the quarter ended March 31, 1996, $1.7
million (or 14% of revenues), were derived from Europe, and $130,000 (or 1% of
revenues) were derived from the rest of the world (the majority of which was
from South Africa). Because a significant portion of the Company's business is
conducted outside the United States, the Company is subject to numerous risks of
doing business in other countries, including risks related to currency
fluctuations.
8
<PAGE>
Cost of Revenues
Cost of revenues includes the cost of materials (such as diskettes, packaging
and documentation), royalties to third parties, the portion of development costs
associated with funded development projects and fulfillment costs.
Gross margins increased to 83.4% in the three months ended March 31, 1996, from
82.9% for the same period in 1995, primarily as a result of a reduction in
development costs associated with funded development projects. The Company is
required to pay royalties to certain of its development and marketing partners
on sales by the Company of products developed with them, which reduces the
Company's gross margins. The Company expects that cost of revenues may
fluctuate from period to period in the future based upon many factors, including
the mix of titles licensed (between titles developed exclusively by CBT and
royalty-bearing titles developed pursuant to development and marketing
alliances) and the timing of expenses associated with development and marketing
alliances.
Research and Development Expenses
Research and development expenses consist primarily of salaries and benefits,
occupancy expenses, travel expenses and fees paid to outside consultants.
Research and development expenses increased in absolute terms in the three
months ended March 31, 1996 to $2.1 million (or 17.0% of revenues) from $1.2
million (or 18.1% of revenues) for the same period in 1995, principally as a
result of an increase in research and development personnel required to expand
and enhance the Company's library of software products. In addition,
approximately $120,000 and $190,000 of development expenses incurred in
connection with development and marketing alliances were charged to cost of
revenues in each of the three months ended March 31, 1996 and 1995,
respectively. If these costs had been charged to research and development
expenses, research and development expenses would have been $2.2 million (or
18.0% of revenues) and $1.4 million (or 20.9% of revenues) for the three months
ended March 31, 1996 and 1995, respectively. The decrease in research and
development expenses as a percentage of revenues was primarily due to more rapid
increases in revenues than in associated expenses. The Company believes that
significant investment in research and development is required to remain
competitive in the information technology education and training market, and the
Company therefore expects research and development expenses to continue to
increase in absolute terms in future periods.
Software development costs are accounted for in accordance with the Financial
Accounting Standards Board Statement No. 86, under which the Company is required
to capitalize software development costs after technological feasibility has
been established. To date, development costs after establishment of
technological feasibility have been immaterial, and all software development
costs have been expensed.
Sales and Marketing Expenses
Sales and marketing expenses consist primarily of salaries and commissions,
advertising and promotional expenses and related overhead costs. These expenses
increased from $3.0 million (or 43.7% of revenues) in the three months ended
March 31, 1995 to $5.4 million (or 44.7% of revenues) in the three months
9
<PAGE>
ended March 31, 1996. The increase in sales and marketing expenses is
attributable principally to an increase in the number of sales and sales support
personnel in the United States and, to a lesser extent, outside the United
States. Commission costs have also increased in absolute terms along with the
increases in revenues during these periods. The Company also increased
advertising and promotional expenses in the three months ended March 31, 1996 as
compared to the same period in 1995. The Company also expects to increase sales
and marketing expenses in the future to support expansion of its sales and
marketing efforts.
General and Administrative Expenses
General and administrative expenses increased in absolute terms and declined as
a percentage of revenues to $922,000 (or 7.6% of revenues) in the three months
ended March 31, 1996 from $668,000 (or 9.9% of revenues) in the three months
ended March 31, 1995. The increase in absolute terms was primarily due to
increased staffing to support expanding operations, expenses associated with
being a public company and compliance with Irish reporting and other
requirements. The decrease in these expenses as a percentage of revenues was
principally due to more rapid increases in revenues than in associated expenses.
The Company anticipates that absolute levels of general and administrative
expenses will increase in future periods due to increases in staffing as well as
the expenses associated with being a publicly traded company and with complying
with Irish reporting and other requirements.
Other Income (Expense), Net
Other income (expense), net, comprises interest expense, interest income and
foreign currency exchange gains and losses. The Company recognized other
income, net, of $536,000 in the three month period ended March 31, 1996, as
compared to other expenses, net, of $42,000 for the same period in 1995. Other
income, net, was primarily the result of interest received on proceeds deposited
from the Company's initial and secondary public offerings in 1995.
The Company's consolidated financial statements are prepared in dollars,
although two of the Company's subsidiaries have functional currencies other than
the dollar, and a significant portion of the Company's and its subsidiaries'
revenues, costs and assets are denominated in currencies other than their
respective functional currencies. Fluctuations in exchange rates may have a
material adverse effect on the Company's results of operations, particularly its
operating margins, and could result in exchange losses. The impact of future
exchange rate fluctuations on the Company's results of operations cannot be
accurately predicted. To date, the Company has not sought to hedge the risks
associated with fluctuations in the exchange rate, but may undertake such
transactions in the future. There can be no assurance that any hedging
techniques implemented by the Company would be successful in eliminating the
effects of currency fluctuations.
Provision for Income Taxes
CBT Group PLC operates as a holding company with operating subsidiaries in
several countries, and each subsidiary is taxed based on the laws of the
jurisdiction in which it operates. Because taxes are incurred at the subsidiary
level, and one subsidiary's tax losses cannot be used to offset the taxable
income of subsidiaries in other tax jurisdictions, the Company's consolidated
effective tax rate may increase to the extent that the Company reports tax
losses in some subsidiaries and taxable income in others. In addition, the
Company's tax rate may also be affected by costs that are not deductible for tax
purposes, such as amortization of goodwill.
The Company has significant operations and generates a substantial majority of
its taxable income in the Republic of Ireland, and certain of the Company's
Irish operating subsidiaries are taxed at rates substantially lower than U.S.
tax rates. One Irish subsidiary currently qualifies for a 10% tax rate which,
under current legislation, is in force until 2010, and another Irish subsidiary
is income tax exempt. If such subsidiaries were no longer to qualify for such
tax rates or if the tax laws were rescinded or changed, the Company's operating
results could be
10
<PAGE>
materially adversely affected. Moreover, because the Company
incurs income tax in several countries, an increase in the profitability of the
Company in one or more of these countries could result in a higher overall tax
rate. In addition, if tax authorities were to challenge successfully the manner
in which profits are recognized among the Company's subsidiaries, the Company's
taxes could increase and its cash flow and net income could be materially
adversely affected.
The effective tax rate for the three months ended March 31, 1996 was 16.0%,
compared to 16.8% for the same period in 1995. The primary reason for the
reduction in this rate was due to an increase in the proportion of taxable
income that was generated in jurisdictions which bear relatively more favorable
tax rates.
LIQUIDITY AND CAPITAL RESOURCES
Cash and short-term investments decreased slightly to $46.3 million in the three
months ended March 31, 1996 from $47.0 million at December 31, 1995. The
decrease was primarily due to a paydown of certain current liabilities at the
end of the first quarter. Working capital increased slightly to $45.0 million
at March 31, 1996 from $44.7 million at December 31, 1995. The increase is
primarily the result of the interest accrued on funds deposited from the
Company's two public offerings in 1995.
Net cash provided by operating activities was $1.3 million in the three months
ended March 31, 1996 compared to net cash used in operating activities of
$585,000 for the same period in 1995. The increase in cash flow from operations
was primarily attributable to a $1.3 million increase in net income, an increase
in deferred revenues and a decrease in accounts receivable. These sources of
cash were partially offset by an increase in prepaid expenses and a decrease in
accrued payroll and related expenses and other accrued liabilities.
Capital expenditures were approximately $1.3 million in the three months ended
March 31, 1996 compared to $161,000 for the same period in 1995. The increase
was primarily attributable to system upgrades, establishment of a new
fulfillment center and fixed asset requirements resulting from increases in
staff. Although the Company currently has no material capital commitments, it
expects that it will spend more in 1996 than in previous years, primarily as a
result of upgrading the multimedia capabilities of its computer equipment as
well as improvements to its information systems.
The Company believes that its existing cash and short-term investments will be
sufficient to meet its cash requirements for at least the next twelve months.
The Company may from time to time consider the acquisition of complementary
businesses, products or technologies, which may require additional financing.
ADDITIONAL RISK FACTORS THAT COULD AFFECT OPERATING RESULTS
The following risk factors could materially and adversely affect the Company's
future operating results and could cause actual events to differ materially from
those predicted in the Company's forward looking statements relating to its
business.
Fluctuations in Operating Results. The Company has in the past experienced
fluctuations in its quarterly operating results and anticipates that such
fluctuations will continue and could intensify in the future. Fluctuations in
operating results may result in volatility in the price of the Company's ADSs.
Although the Company was profitable in each of the last nine quarters, there can
be no assurance that such profitability will continue in the future or that the
levels of profitability will not vary significantly among quarterly periods.
The Company's operating results may fluctuate as a result of many factors,
including size and timing of orders and shipments, mix of sales between products
developed solely by the Company and products
11
<PAGE>
developed through development and marketing alliances, royalty rates, the
announcement, introduction and acceptance of new products and product
enhancements by the Company and its competitors, mix of sales between the
Company's direct sales channel and indirect sales channels, competitive
conditions in the industry, loss of significant customers, delays in
availability of existing or new products, spending patterns of the Company's
customers, currency fluctuations and general economic conditions.
The Company's expense levels are based in significant part on its expectations
regarding future revenues and are fixed to a large extent in the short-term.
Accordingly, the Company may be unable to adjust spending in a timely manner to
compensate for any unexpected revenue shortfall. Any significant revenue
shortfall would therefore have a material adverse effect on the Company's
results of operations. In addition, the Company has hired additional employees
in the first and second quarters of 1996. This increase in employee expense
could have a negative impact on the Company's operating margins during 1996.
Seasonality. The software industry generally, and the Company in particular,
are subject to seasonal revenue fluctuations, based in part on customers' annual
budgetary cycles and in part on the annual nature of sales quotas. These
seasonal trends have in the past caused, and in the future are expected to
cause, revenues and net income in the first quarter of a year to be less than
revenues and net income for the immediately preceding fourth quarter. Many
software companies also experience a seasonal downturn in demand during the
summer months. There can be no assurance that these or other seasonal trends
will not have a material adverse effect on the Company's results of operations.
Management of Expanding Operations and Acquisitions. The Company has recently
experienced rapid expansion of its operations, which has placed, and is expected
to continue to place, significant demands on the Company's administrative,
operational and financial personnel and systems. The Company's future operating
results will substantially depend on the ability of its officers and key
employees to manage changing business conditions and to implement and improve
its operational, financial control and reporting systems. If the Company is
unable to respond to and manage changing business conditions, its business and
results of operations could be materially adversely affected.
As a result of the consummation of the acquisition of Personal Training Systems,
Inc. ("PTS") in late 1995, the Company's operating expenses have increased.
This increase may continue at least until the Company has fully integrated the
operations of PTS with those of the Company. There can be no assurance that the
integration of the two businesses can be successfully completed in a timely
fashion, or at all. Any failure to successfully complete the integration in a
timely fashion could have a material adverse effect on the Company's business
and results of operations.
The Company regularly evaluates acquisition opportunities and is likely to make
acquisitions in the future. Future acquisitions by the Company could result in
potentially dilutive issuances of equity securities, the incurrence of debt and
contingent liabilities and amortization expenses related to goodwill and other
intangible assets, which could materially adversely affect the Company's results
of operations. Product and technology acquisitions entail numerous risks,
including difficulties in the assimilation of acquired operations, technologies
and products, diversion of management's attention to other business concerns,
risks of entering markets in which the Company has no or limited prior
experience and potential loss of key employees of acquired companies. The
Company's management has had limited experience in assimilating acquired
organizations and products into the Company's operations. No assurance can be
given
12
<PAGE>
as to the ability of the Company to integrate successfully any operations,
personnel or products that have been acquired or that might be acquired in the
future, and the failure of the Company to do so could have a material adverse
effect on the Company's results of operations.
Risk of Increasing Taxes. Certain of the Company's subsidiaries have
significant operations and generate significant taxable income in Ireland, and
certain of the Company's Irish subsidiaries are taxed at rates substantially
lower than U.S. tax rates. The extent of the tax benefit could vary from period
to period, and there can be no assurance that the Company's tax situation will
not change.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------
11.1 Statement Regarding Computation of Net Income Per Share
27.1 Financial Data Schedule
Reports on Form 8-K
-------------------
The Company filed a report on Form 8-K with the Securities and
Exchange Commission on December 13, 1995 reporting under Item 2
Registrant's acquisition of PTS on November 30, 1995, which was
amended by Form 8-K/A filed on February 13, 1996 reporting under
Item 7 the following financial statements:
Audited balance sheets of PTS as of June 30, 1995 and 1994 and
audited statements of income, liabilities and stockholders' equity
and cash flows of PTS for the years ended June 30, 1995 and 1994.
Unaudited condensed balance sheet and statement of liabilities
and stockholders' equity of PTS as of September 30, 1995 and
unaudited condensed statements of operations and cash flows of PTS
for the three month periods ended September 30, 1994 and 1995.
Unaudited pro forma condensed balance sheet of Registrant and PTS
as of September 30, 1995.
Unaudited pro forma combined condensed statements of operations
of Registrant and PTS for (i) the nine month periods ended September
30, 1995 and 1994 and (ii) the years ended 1994, 1993 and
1992.
13
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
CBT GROUP PLC
Date: May 14, 1996 By: /s/ William G. McCabe
------------------------------------
William G. McCabe
Chairman and Chief Executive Officer
Date: May 14, 1996 By: /s/ Gregory M. Priest
------------------------------------
Gregory M. Priest
VP, Finance and Chief Financial Officer
14
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
- - ----------
<S> <C>
11.1 Statement Regarding Computation of Net Income Per Share
27.1 Financial Data Schedule
</TABLE>
15
<PAGE>
EXHIBIT 11.1 STATEMENT RE: COMPUTATION OF NET INCOME PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended March 31,
1995 1996
---------------------------
<S> <C> <C>
PRIMARY
Computation of ordinary and ordinary equivalent shares
outstanding:
Weighted average shares outstanding 5,745 8,540
Dilutive equivalent shares issuable upon exercise of
options 840 1,011
Equivalent shares attributable to redeemable
convertible preferred shares 1,065 --
Incremental shares per applicable Staff Accounting
Bulletins 37 37
----- -----
Total weighted average ordinary and ordinary
equivalent shares outstanding 7,687 9,588
===== =====
Net income 595 1,888
===== =====
Net income per share $0.08 $0.20
===== =====
FULLY-DILUTED
Computation of ordinary and ordinary equivalent shares
outstanding:
Weighted average shares outstanding 5,745 8,540
Dilutive equivalent shares issuable upon exercise of
options 840 1,105
Equivalent shares attributable to redeemable
convertible preferred shares 1,065 --
Incremental shares per applicable Staff Accounting
Bulletins 37 37
----- -----
Total weighted average ordinary and ordinary
equivalent shares outstanding 7,687 9,682
===== =====
Net income 595 1,888
=== =====
Net income per share $0.08 $0.20
===== =====
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
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0
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