<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 ACT OF
1934
FOR THE QUARTERLY PERIOD ENDED APRIL 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-26040
------------------------
COMPUTER LEARNING CENTERS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 36-3501869
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
11350 RANDOM HILLS ROAD, SUITE 240
FAIRFAX, VIRGINIA 22030
(Address of principal executive offices) (Zip Code)
</TABLE>
(703) 359-9333
(Registrant's telephone number, including area code)
------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<S> <C>
Class Outstanding at June 9, 1997
Common Stock, $.01 par value 7,830,321
</TABLE>
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- --------------------------------------------------------------------------------
1
<PAGE>
COMPUTER LEARNING CENTERS, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
PART 1--FINANCIAL INFORMATION
ITEM 1. Financial Statements
Statements of Operations................................................................................. 3
Balance Sheets........................................................................................... 4
Statements of Cash Flows................................................................................. 5
Notes to Financial Statements............................................................................ 6
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............. 7
PART II--OTHER INFORMATION
ITEM 1. Legal Proceedings................................................................................. 12
ITEM 2. Changes in Securities............................................................................. 12
ITEM 3. Defaults Upon Senior Securities................................................................... 12
ITEM 4. Submission of Matters to a Vote of Security Holders............................................... 12
ITEM 5. Other Information................................................................................. 12
ITEM 6. Exhibits and Reports on Form 8-K.................................................................. 12
SIGNATURES................................................................................................. 13
</TABLE>
2
<PAGE>
COMPUTER LEARNING CENTERS, INC.
STATEMENTS OF OPERATIONS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE-MONTH PERIOD
ENDED APRIL 30,
--------------------------
1997 1996
------------ ------------
<S> <C> <C>
Revenues............................................ $ 20,830 $ 14,006
Costs and expenses:
Cost of instruction and services.................. 11,220 7,539
Selling and promotional........................... 3,252 2,485
General and administrative........................ 1,893 1,185
Provision for doubtful accounts................... 854 748
Amortization of intangibles....................... 90 90
------------ ------------
17,309 12,047
Income before interest and income taxes............. 3,521 1,959
Interest income..................................... 346 104
------------ ------------
Income before income taxes.......................... 3,867 2,063
Provision for income taxes.......................... 1,624 856
------------ ------------
Net income........................................ $ 2,243 $ 1,207
------------ ------------
------------ ------------
Earnings per share (Note 3):
Net income per share.............................. $ 0.27 $ 0.18
------------ ------------
------------ ------------
Weighted average number of shares outstanding....... 8,275,807 6,613,833
------------ ------------
------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
COMPUTER LEARNING CENTERS, INC.
BALANCE SHEETS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
APRIL 30, 1997 JANUARY 31, 1997
-------------- ----------------
<S> <C> <C>
(UNAUDITED)
ASSETS:
Current assets:
Cash and cash equivalents................................. $27,457 $26,950
Accounts receivable, net of allowance for doubtful
accounts of $1,909 and $1,734, respectively............. 30,815 28,274
Prepaid expenses and other current assets................. 3,454 3,581
------- -------
Total current assets.................................... 61,726 58,805
------- -------
Fixed assets, net........................................... 11,723 9,571
Intangible assets, net of amortization...................... 2,958 3,048
Other long-term assets...................................... 5,166 4,303
------- -------
Total assets............................................ $81,573 $75,727
------- -------
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Trade accounts payable.................................... $ 1,616 $ 1,779
Accrued employee expenses................................. 1,280 2,134
Accrued other expenses.................................... 3,946 2,412
Deferred revenues......................................... 30,557 27,486
------- -------
Total current liabilities............................... 37,399 33,811
------- -------
Other long-term liabilities 2,151 2,124
------- -------
Total liabilities....................................... 39,550 35,935
------- -------
Stockholders' equity:
Preferred stock $.01 par value, 1,000,000 authorized
shares, no shares issued or outstanding................. -- --
Common stock, $.01 par value, 10,000,000 authorized
shares; 7,825,821 and 7,823,960 shares issued and
outstanding, respectively (Note 3)...................... 78 78
Additional paid-in capital................................ 32,192 32,182
Net unrealized gain on securities available for sale...... 90 112
Retained earnings......................................... 9,663 7,420
------- -------
Total stockholders' equity.............................. 42,023 39,792
------- -------
Total liabilities and stockholders' equity.............. $81,573 $75,727
------- -------
------- -------
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
COMPUTER LEARNING CENTERS, INC.
STATEMENTS OF CASH FLOWS
(DOLLAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE-MONTH
PERIOD ENDED APRIL
30,
--------------------
1997 1996
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income.................................... $ 2,243 $ 1,207
Adjustments to reconcile net income to
cash provided by operating activities:
Provision for doubtful accounts......... 854 748
Depreciation............................ 713 407
Amortization of intangible assets....... 90 90
Changes in net assets and liabilities:
Accounts receivable..................... (3,395) (389)
Prepaid expenses and other current
assets................................ 141 (325)
Other long-term assets.................. (863) (1,675)
Trade accounts payable.................. (163) (475)
Accrued employee expenses............... (854) (169)
Accrued other expenses.................. 1,534 731
Deferred revenues....................... 3,071 1,181
Other long-term liabilities............. 27 167
--------- ---------
Cash provided by operating
activities...................... 3,398 1,498
--------- ---------
Cash flows from investing activities:
Capital expenditures.......................... (2,865) (1,303)
Product development........................... (36) (30)
--------- ---------
Cash used for investing activities (2,901) (1,333)
--------- ---------
Cash flows from financing activities:
Exercise of stock options..................... 10 --
--------- ---------
Cash provided by financing
activities...................... 10 --
--------- ---------
Net increase in cash and cash equivalents........... 507 165
--------- ---------
Cash and cash equivalents, beginning of period...... 26,950 8,260
--------- ---------
Cash and cash equivalents, end of period............ $ 27,457 $ 8,425
--------- ---------
--------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
COMPUTER LEARNING CENTERS, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. The interim financial statements as of and for the three months ended
April 30, 1997 and 1996 have not been audited. However, the financial
information reflects all adjustments, consisting only of normal recurring
adjustments that are, in the opinion of management, necessary for a fair
statement of results for the interim periods presented.
2. These financial statements should be read together with the fiscal year
1997 audited financial statements set forth in the Computer Learning Centers,
Inc. Annual Report on Form 10-K filed with the Securities and Exchange
Commission.
3. On March 24, 1997 the Board of Directors declared a three for two stock
split in the form of a 50% stock dividend on the Company's common stock, payable
April 14, 1997 to stockholders of record at the close of business on April 8,
1997. Share and per share amounts for all prior periods have been restated to
reflect the stock split.
4. In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard No. 128, "Earnings Per Share" ("SFAS
128"). This statement establishes new standards for computing and presenting
earnings per share ("EPS"). The standard replaces Accounting Principles Board
Opinion No. 15 ("APB 15") presentation of "primary EPS" with "basic EPS,"
computed as income available to common stockholders divided by the weighted
average number of common shares outstanding during the period. SFAS 128 also
requires dual presentation of basic and diluted EPS on the face of the statement
of operations for entities with complex capital structures. Diluted EPS is
computed similarly to "fully diluted EPS," as defined in APB 15. In addition,
the statement requires a reconciliation of the numerator and denominator of the
basic to diluted EPS. SFAS 128 is effective for financial statements issued for
periods ending after December 15, 1997, with early adoption not permitted.
Restatement of all prior period EPS data is required.
The Company anticipates that adoption of this new accounting standard will
have a significant effect on financial reporting due to the dilutive effect of
stock options outstanding. The following represents pro forma disclosure of
basic and diluted EPS relative to fiscal 1998 first quarter operating results.
<TABLE>
<CAPTION>
BASIC DILUTED
-------------- --------------
<S> <C> <C>
Net income........................................ $ 2,243 $ 2,243
-------------- --------------
Weighted average number of common shares
outstanding..................................... 7,826,610 7,826,610
Effect of dilutive securities:
Options......................................... -- 517,313
-------------- --------------
7,826,610 8,343,923
-------------- --------------
Earnings per share................................ $ 0.29 $ 0.27
-------------- --------------
</TABLE>
These amounts compare to reported primary EPS of $0.27 per common share for
the quarter ended April 30, 1997. All options of the Company's stock had a
dilutive effect for the quarter ended April 30, 1997.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
This report on Form 10-Q contains forward-looking statements. For this
purpose, any statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
foregoing, the words "believes", "anticipates", "plans", "expects" and similar
expressions are intended to identify forward-looking statements. There are a
number of important factors that could cause the Company's actual results to
differ materially from those indicated by such forward-looking statements. These
factors include, without limitation, those set forth below under the caption
"Certain Factors That May Affect Future Results."
RESULTS OF OPERATIONS
The following table sets forth statement of operations data of the Company
expressed as a percentage of revenues for the periods indicated:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
APRIL 30,
------------------------------
1997 1996
-------------- --------------
<S> <C> <C>
Revenues................. 100.00% 100.00%
Costs and expenses:
Cost of instruction and
services............. 53.9 53.8
Selling and
promotional.......... 15.6 17.7
General and
administrative....... 9.1 8.5
Provision for doubtful
accounts............. 4.1 5.3
Amortization of
intangibles.......... 0.4 0.7
-------------- --------------
Total costs and
expenses............... 83.1 86.0
-------------- --------------
Income before interest
and income taxes....... 16.9 14.0
Interest income.......... 1.7 0.7
-------------- --------------
Income before income
taxes.................. 18.6 14.7
Provision for income
taxes.................. 7.8 6.1
-------------- --------------
Net income............... 10.8% 8.6%
-------------- --------------
</TABLE>
THREE MONTHS ENDED APRIL 30, 1997 ("FIRST QUARTER OF 1997") COMPARED WITH THE
THREE MONTHS ENDED APRIL 30, 1996 ("FIRST QUARTER OF 1996").
Revenues increased 48.6% to $20.8 million in the first quarter of 1997 from
$14.0 million in the first quarter of 1996 due primarily to an increase in
enrollments and the growing popularity of the Company's longer programs,
including Associate Degree programs. Revenues from Advantec Institute ("AI"),
increased 279% to $1.4 million in the first quarter of 1997 from $369,000 in the
first quarter of 1996 due primarily to an increase in the number of students
trained and students being trained in longer and higher tuition value programs.
Student enrollment for the quarter ended April 30, 1997 was 2,580, a 31.4%
increase from the first quarter of 1996. Student enrollment at the ten Learning
Centers which have been open for more than one year increased 11.2%, yielding an
increase in same Center student population of 22.2%. The four Learning Centers
which have been open for less than one year contributed 20.2% and 15.1% of the
overall increase in student enrollment and student population, respectively.
Ending student population at April 30, 1997 and 1996 was 6,949 and 5,062
respectively, an increase of 37.3%.
Cost of instruction and services increased by 49.3% to $11.2 million in the
first quarter of 1997 from $7.5 million in the first quarter of 1996 primarily
due to the direct costs necessary to support the increase in student population
coupled with adding additional infrastructure to support the growth of the
business.
7
<PAGE>
These direct costs consist primarily of faculty and staff compensation and
related benefits, and facility costs (including rent and depreciation). Cost of
instruction and services as a percentage of revenue increased to 53.9% in the
first quarter of 1997 from 53.8% in the first quarter of 1996.
Selling and promotional expenses increased by 32.0% to $3.3 million in the
first quarter of 1997 from $2.5 million in the first quarter of 1996 due
primarily to increased marketing and advertising to support the growth in
enrollments. The increase relates primarily to the four Learning Centers which
have been operating for less than one year. Selling and promotional expenses as
a percentage of revenues decreased to 15.6% in the first quarter of 1997 from
17.7% in the first quarter of 1996.
General and administrative expenses increased 58.3% to $1.9 million in the
first quarter of 1997 from $1.2 million in the first quarter of 1996, due
primarily to increases in number of personnel and increases in salaries and
related benefits associated with supporting the growth of the business. General
and administrative expense as a percentage of revenues increased to 9.1% in the
first quarter of 1997 compared to 8.5% in the first quarter of 1996.
Provision for doubtful accounts increased by 14.2% to $854,000 in the first
quarter of 1997 from $748,000 in the first quarter of 1996. Provision for
doubtful accounts as a percentage of revenues decreased to 4.1% in the first
quarter of 1997 compared to 5.3% in the first quarter of 1996. This is primarily
the result of improved financial aid processing and improved credit and
collection activities.
Amortization of intangibles was $90,000 in the first quarter of 1997 and
1996 as there has been no change in the gross amount of the Company's only
remaining intangible asset. The asset consists of the Department of Education
certifications, which has a remaining life of approximately eight years.
The Company realized net interest income of $346,000 in the first quarter of
1997, compared to $104,000 in the first quarter of 1996 primarily as a result of
the interest generated by larger invested cash balances associated with the
proceeds of the Company's 1997 public offering.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents increased by $507,000 for the
three-month period ended April 30, 1997. Cash generated from operations in the
first three months of the year as compared to the prior year period increased by
approximately $1.9 million due primarily to the difference in net income for the
comparable periods. Capital expenditures increased to $2.9 million in 1997 from
$1.3 million in 1996 primarily as a result of funding leasehold improvements and
purchasing the necessary capital equipment for anticipated new Learning Centers.
The Company believes its available cash on hand and cash provided by
operating activities and existing lines of credit under the credit facility will
be sufficient to meet the Company's cash requirements for at least the next 12
months. Thereafter, the Company will continue to evaluate all sources of capital
available to it, including bank financing and additional equity or debt
offerings, to satisfy ongoing working capital and capital expenditure
requirements.
STUDENT LOAN DEFAULTS
By letter dated September 26, 1996, the Department of Education notified the
Company that, effective upon receipt of the letter, the Chicago Learning Center
was no longer eligible to participate in the Federal Family Education Loan
("FFEL") program and further notified the Company that the Chicago Learning
Center may reapply to participate in the FFEL program on October 1, 1997 if its
FY 1994 cohort default rate, which has since been published at 21.1%, was below
25%. In accordance with a recently enacted statute, the Department of Education
also stated that the Chicago Learning Center cannot participate in the Pell
Grant program until July 1, 1997, however the Chicago Learning Center remains
eligible to participate in other Title IV Programs, including the Federal
Supplemental Education Opportunity Grant program and the Federal Perkins
program.
8
<PAGE>
The Philadelphia Learning Center's FY 1994 cohort default rate as published
is 26.9% which results in three consecutive years of default rates that exceed
the 25% threshold. The Company plans on appealing the FY 1994 cohort default
rate with the Department of Education to challenge the accuracy of such rate. If
the ultimate resolution for the FY 1994 cohort default rate appeal is
unfavorable, the Philadelphia Leaning Center would be subject to the loss of
eligibility to participate in the FFEL and Federal Direct Loan programs. The
Company cannot predict either the outcome or timing of when the Department of
Education's decision with respect to the Philadelphia Learning Center's FY 1994
cohort default rate appeal. If the Philadelphia Learning Center suffers an
interruption of, or loses, its eligibility to participate in some or all of the
Title IV Programs, such interruption or loss would have a material adverse
effect on the Company.
The U.S. Department of Education recently notified post secondary
educational institutions of their 1995 Draft Cohort Default Rate ("CDR") for the
FFEL program. The Draft CDR was previously called the "Prepublication" CDR. The
Draft CDR's for all Learning Centers averaged 16.8%, as compared to an average
official CDR for fiscal 1994 of 21.1%. Draft CDR's are subject to revision prior
to publication as official CDR's, however the Company does not anticipate that
the rates will increase significantly. The Company's Chicago and Philadelphia
Learning Centers had 1995 Draft CDR's of 15.9% and 18.4% respectively, versus
official CDR's for fiscal 1994 of 21.1% and 26.9%.
CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS
The following factors, among others, could cause actual results to differ
materially from those contained in forward looking statements made in this
Report on Form 10-Q and presented elsewhere by management from time to time.
POTENTIAL ADVERSE EFFECTS OF REGULATION
As educational institutions that participate in various federal and state
financial aid programs, the Company and the Learning Centers are subject to
extensive governmental regulation. In particular, the Higher Education Act of
1965, as amended (the "HEA"), and the regulations promulgated thereunder,
subject the Company, the Learning Centers and all other higher education
institutions eligible to participate in the various Title IV Programs to
significant regulatory scrutiny. The termination or material limitation of the
ability of the Company or any of the Learning Centers to participate in the
Title IV Programs would have a material adverse effect on the Company.
Because certain statutory and regulatory provisions impose significant
requirements on the Company and the Learning Centers and because the agency
administering these regulations (the United States Department of Education) has
not fully developed administrative interpretations of certain of the statutory
and regulatory provisions, it is not clear how the requirements imposed by
statute and regulations will be applied and interpreted. In addition, changes in
or new interpretations of the HEA, its implementing regulations or other
applicable laws, rules or regulations could have a material adverse effect on
the accreditation, authorization to operate in various states, permissible
activities or costs of doing business of the Company or one or more of the
Learning Centers. The failure to maintain or renew any required regulatory
approvals, accreditations or authorizations by the Company or any of the
Learning Centers would have a material adverse effect on the Company.
The violation of federal requirements governing participation in the Title
IV Programs or of state or accrediting agency requirements governing the
provision of educational services by the Company or any Learning Center could
result in the restriction or loss by the Company or a Learning Center of its
ability to participate in government funding programs or to offer education and
training programs. Any such loss or restriction would have a material adverse
effect on the Company. Furthermore, current statutes and regulations or
statutory and regulatory standards that become effective in the future may be
applied or interpreted by the government in ways that will delay or change the
Company's expansion plans or
9
<PAGE>
otherwise adversely affect the operation of the Learning Centers and their
participation in the Title IV Programs. In addition, all government-provided
student financial aid programs, including the Title IV Programs, are subject to
the effects of federal and state budgetary processes and the possible
elimination or consolidation of the Department of Education, and there can be no
assurance that government funding for the financial aid programs in which the
Company's students participate will continue to be available or be maintained at
current levels. The loss of funding or a reduction in funding levels for the
Title IV Programs would have a material adverse effect on the Company.
CONTROL BY GENERAL ATLANTIC ENTITIES; POTENTIAL ADVERSE REGULATORY EFFECTS OF
CHANGE OF CONTROL
General Atlantic Corporation and certain of its affiliates (the "General
Atlantic Entities") currently own approximately 22.7% of the Company's Common
Stock. Consequently, the General Atlantic Entities have significant influence
over the policies and affairs of the Company and are in a position to determine
the outcome of corporate actions requiring stockholder approval, including the
election of directors, the adoption of amendments to the Company's Amended and
Restated Certificate of Incorporation and the approval of mergers and sales of
the Company's assets. Because of the control position of the General Atlantic
Entities, any disposition of Common Stock by the General Atlantic Entities or
issuance of stock by the Company that results in a loss of control by the
General Atlantic Entities may have material adverse consequences for the Company
under applicable federal and state regulations and accrediting agency
requirements, including potential loss of eligibility to participate in the
Title IV Programs. Upon a change in ownership resulting in a change of control
of the Company, as defined in the HEA's and the Department's regulations, each
Learning Center would lose its eligibility to participate in the Title IV
Programs for an indeterminate period of time while it applies to regain
eligibility with the likely loss of a portion of its Title IV funding during the
re-approval period. A change of control would also have significant regulatory
consequences for the Company at the state level and could affect the
accreditation of the Learning Centers.
COMPETITION
The post-secondary adult education and training market is highly fragmented,
with no single institution or company holding a dominant market share. The
Company competes for students with vocational and technical training schools,
degree-granting colleges and universities, continuing education programs and
commercial training programs. Certain public and private colleges may offer
programs similar to those of the Learning Centers at a lower tuition cost due in
part to government subsidies, foundation grants, tax-deductible contributions or
other financial resources not available to proprietary institutions.
DEPENDENCE ON NEW PROGRAMS; RISKS ASSOCIATED WITH CHANGES IN TECHNOLOGY AND
GROWTH
The market for the Company's programs and services is characterized by
rapidly-changing requirements and characteristics, and the Company's ability to
develop and offer new programs and services and to open new locations is subject
to extensive state and federal regulation and accrediting agency requirements.
If the Company is unable, for financial, regulatory or other reasons, to develop
and offer new programs and services in a timely manner in response to changes in
the industry, or if programs and services offered by the Company fail to gain or
maintain widespread commercial acceptance, the Company's business may be
materially and adversely affected.
The Company offers training programs and services for rapidly-changing
information technology. The introduction of information products embodying new
technologies and the emergence of new information system standards or services
may adversely affect the Company's ability to market its programs and services.
This may require the Company to make substantial expenditures in order to
develop new programs and services and to acquire new faculty, equipment and
facilities. If the Company is unable, for financial, regulatory or other
reasons, to make those expenditures or acquisitions, the Company's business may
be materially and adversely affected.
10
<PAGE>
The Company's ability to meet its future operating and financial goals will
depend upon the Company's ability to successfully implement its growth strategy
which will include the introduction of new locations, as well as the potential
acquisition of assets and programs complementary to the Company's operations.
The Company's success in this area will depend on its ability to successfully
integrate such new locations, assets and businesses. There can be no assurance
that the Company will be able to implement or manage expansion effectively.
DEPENDENCE UPON KEY EMPLOYEES
The Company's success depends to a significant extent upon the continued
service of its executive officers and other key personnel. None of the Company's
executive officers or key employees, other than the President and Chief
Executive Officer, are subject to an employment or non-competition agreement.
The loss of the services of any of its executive officers or other key employees
could have a material adverse effect on the Company. The Company's future
success will depend in part upon its continuing ability to attract and retain
highly qualified personnel. There can be no assurance that the Company will be
successful in attracting and retaining such personnel.
GENERAL
Because of these and other factors, past financial performance should not be
considered an indicator of future performance. Investors should not use
historical trends to anticipate future results and should be aware that the
trading price of the Company's Common Stock may be subject to wide fluctuations
in response to quarter-to-quarter variations in operating results, general
conditions in the education and training industry, changes in earnings estimates
and recommendations by analysts or other events.
11
<PAGE>
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.
Not applicable.
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
A list of exhibits required to be filed as part of this report is set
forth in the Index to Exhibits, which immediately precedes such exhibits
and is incorporated herein by reference.
(b) Reports on Form 8-K
None.
12
<PAGE>
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.
COMPUTER LEARNING CENTERS, INC.
By: /s/ CHARLES L. COSGROVE
-----------------------------------------
Charles L. Cosgrove
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER)
Date: June 13, 1997
13
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. FILING DESCRIPTION PAGE NO. IN THIS FILING
- ------------------- ---------------------------------------------- ------------------------------------------------
<S> <C> <C>
4.1 Form of Certificate for Shares of the Incorporated by reference to Exhibit 4.1 of
Registrant's Common Stock the Registrant's Form S-1 Registration
Statement, as amended, filed March 29, 1995 (No.
33-90716)
11.1 Statement re: Computation of Per Share Page 15
Earnings
27 Financial Data Schedule Page 16
</TABLE>
14
<PAGE>
EXHIBIT 11.1
COMPUTER LEARNING CENTERS, INC.
COMPUTATION OF EARNINGS PER SHARE
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE-MONTH
PERIOD ENDED
APRIL 30,
--------------------------
1997 1996
------------ ------------
<S> <C> <C>
Net income............................................................................ $ 2,243 $ 1,207
------------ ------------
Weighted average number of common shares outstanding:
Common Stock.......................................................................... 7,826,610 6,388,301
Common Stock Equivalents:
Employee stock options............................................................ 421,276 210,709
Non qualified stock options....................................................... 6,623 11,271
Director stock options............................................................ 21,298 3,552
------------ ------------
Weighted average common shares outstanding............................................ 8,275,807 6,613,833
------------ ------------
Earnings per share:
Net income per share.............................................................. $ .27 $ .18
------------ ------------
</TABLE>
Share amounts and earnings per share restated to reflect the April 1997 three
for two stock split.
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF OPERATIONS AND THE BALANCE SHEET AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> FEB-01-1997
<PERIOD-END> APR-30-1997
<CASH> 27,457
<SECURITIES> 156
<RECEIVABLES> 32,724
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0
0
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