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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 OCTOBER 31, 1997
[ ] 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 0-26040
------------------------
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 December 9, 1997
Common Stock, $.01 par value 8,015,544
</TABLE>
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1
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COMPUTER LEARNING CENTERS, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
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<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............. 8
PART II--OTHER INFORMATION
ITEM 1. Legal Proceedings................................................................................. 15
ITEM 2. Changes in Securities............................................................................. 15
ITEM 3. Defaults Upon Senior Securities................................................................... 15
ITEM 4. Submission of Matters to a Vote of Security Holders............................................... 15
ITEM 5. Other Information................................................................................. 15
ITEM 6. Exhibits and Reports on Form 8-K.................................................................. 15
SIGNATURES................................................................................................. 15
</TABLE>
2
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COMPUTER LEARNING CENTERS, INC.
STATEMENTS OF OPERATIONS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTH FOR THE NINE MONTH
PERIOD ENDING OCTOBER 31, PERIOD ENDING OCTOBER 31,
---------------------------- ----------------------------
1997 1996 1997 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues............................................ $ 25,682 $ 16,888 $ 68,650 $ 45,871
Costs and expenses:
Cost of instruction and services.................. 14,413 9,317 37,940 25,103
Selling and promotional........................... 4,018 3,156 11,032 8,215
General and administrative........................ 1,897 1,363 5,408 4,038
Provision for doubtful accounts................... 1,321 747 3,314 2,031
Amortization of intangible assets................. 91 91 272 272
------------- ------------- ------------- -------------
21,740 14,674 57,966 39,659
Income before interest and income taxes............. 3,942 2,214 10,684 6,212
Interest income, net................................ 341 183 1,054 397
------------- ------------- ------------- -------------
Income before income taxes.......................... 4,283 2,397 11,738 6,609
Provision for income taxes.......................... 1,688 995 4,822 2,743
------------- ------------- ------------- -------------
Net income........................................ $ 2,595 $ 1,402 $ 6,916 $ 3,866
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Earnings per share (Note 3):
Net income per share.............................. $ 0.15 $ 0.09 $ 0.41 $ 0.27
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Weighted average number of shares outstanding....... 17,040,080 14,865,546 16,877,468 14,240,512
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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COMPUTER LEARNING CENTERS, INC.
BALANCE SHEETS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
OCTOBER 31, JANUARY 31,
1997 1997
--------------- ---------------
<S> <C> <C>
(UNAUDITED)
ASSETS:
Current assets:
Cash and cash equivalents.................................................... $ 25,940 $ 26,950
Accounts receivable, net of allowance for doubtful accounts of $2,999 and
$1,734 respectively........................................................ 39,331 28,274
Prepaid expenses and other current assets.................................... 5,771 3,581
--------------- -------
Total current assets....................................................... 71,042 58,805
--------------- -------
Fixed assets, net.............................................................. 20,647 9,571
Intangible assets, net of amortization......................................... 2,776 3,048
Non-current accounts receivable, net of allowance for doubtful accounts of $783
and $516, respectively....................................................... 7,117 3,074
Other long-term assets......................................................... 1,418 1,229
--------------- -------
Total assets............................................................... $ 103,000 $ 75,727
--------------- -------
--------------- -------
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Trade accounts payable....................................................... $ 2,406 $ 1,779
Accrued employee expenses.................................................... 2,688 2,134
Accrued other expenses....................................................... 3,772 2,412
Deferred revenues............................................................ 41,583 27,486
--------------- -------
Total current liabilities.................................................. 50,449 33,811
--------------- -------
Non-current deferred revenues.................................................. 2,754 1,342
Other long-term liabilities.................................................... 1,092 782
--------------- -------
Total liabilities.......................................................... 54,295 35,935
--------------- -------
Stockholders' equity:
Preferred stock, $.01 par value, 1,000,000 authorized shares, no shares
issued or outstanding...................................................... -- --
Common stock, $.01 par value, 35,000,000 and 10,000,000 authorized shares,
respectively; 16,031,088 (including 8,015,544 issued in connection with the
January 8, 1998 stock split) and 7,823,960 shares issued and outstanding,
respectively (Note 3)...................................................... 160 78
Additional paid-in capital................................................... 34,066 32,182
Net unrealized gain on securities available for sale......................... 143 112
Retained earnings............................................................ 14,336 7,420
--------------- -------
Total stockholders' equity................................................. 48,705 39,792
--------------- -------
Total liabilities and stockholders' equity................................. $ 103,000 $ 75,727
--------------- -------
--------------- -------
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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COMPUTER LEARNING CENTERS, INC.
STATEMENTS OF CASH FLOWS
(DOLLAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE NINE MONTH
PERIOD ENDED OCTOBER
31,
---------------------
1997 1996
---------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income............................................................................. $ 6,916 $ 3,866
Adjustments to reconcile net income to cash provided by operating activities:
Provision for doubtful accounts...................................................... 3,314 2,031
Depreciation......................................................................... 2,821 1,684
Amortization of intangible assets.................................................... 272 272
Deferred tax benefit................................................................. (752) --
Changes in net assets and liabilities:
Accounts receivable.................................................................. (13,851) (6,232)
Prepaid expenses and other current assets............................................ (1,291) (1,073)
Non-current accounts receivable...................................................... (4,562) (1,396)
Other long-term assets............................................................... (137) (108)
Trade accounts payable............................................................... 627 2,008
Accrued employee expenses............................................................ 554 738
Accrued other expenses............................................................... 2,555 842
Deferred revenues.................................................................... 14,097 6,959
Non-current deferred revenues........................................................ 1,412 532
Other long-term liabilities.......................................................... 310 (53)
---------- ---------
Cash provided by operating activities.............................................. 12,285 10,070
---------- ---------
Cash flows from investing activities:
Capital expenditures................................................................... (13,897) (5,613)
Product development.................................................................... (145) (58)
Perkins matching contributions......................................................... (23) --
---------- ---------
Cash used for investing activities................................................. (14,065) (5,671)
---------- ---------
Cash flows from financing activities:
Net proceeds from issuance of stock.................................................... -- 9,954
Exercise of stock options.............................................................. 770 2,701
Redemption of subscription note receivable............................................. -- 579
---------- ---------
Cash provided by financing activities.............................................. 770 13,234
---------- ---------
Net (decrease) increase in cash and cash equivalents..................................... (1,010) 17,633
---------- ---------
Cash and cash equivalents, beginning of period........................................... 26,950 8,260
---------- ---------
Cash and cash equivalents, end of period................................................. $ 25,940 $ 25,893
---------- ---------
---------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
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COMPUTER LEARNING CENTERS, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. The interim financial statements as of and for the quarter and nine
months ended October 31, 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. Subsequent Event: Stock Split
On December 8, 1997 the Board of Directors declared a two-for-one stock
split in the form of a 100% stock dividend on the Company's common stock,
payable January 8, 1998 to stockholders of record at the close of business on
December 29, 1997. The effect of the split is presented retroactively within
stockholders' equity at October 31, 1997 by transferring the par value for the
additional shares issued from the additional paid-in capital account to the
common stock account. The earnings per share amounts for all prior periods have
been restated to reflect the stock split. The following table summarizes
information related to the restated number of shares of common stock.
<TABLE>
<CAPTION>
WEIGHTED AVERAGE SHARES WEIGHTED AVERAGE SHARES
OUTSTANDING FOR THE OUTSTANDING FOR THE
THREE MONTH PERIOD NINE MONTH PERIOD COMMON STOCK
ENDED OCTOBER 31, 1997 ENDED OCTOBER 31,1997 OUTSTANDING
----------------------- ----------------------- --------------
<S> <C> <C> <C>
Balance October 31, 1997 (pre-split)............ 8,520,040 8,438,734 8,015,544
Common stock split.............................. 8,520,040 8,438,734 8,015,544
----------- ----------- --------------
Restated balance October 31, 1997............... 17,040,080 16,877,468 16,031,088
----------- ----------- --------------
----------- ----------- --------------
</TABLE>
4. Revenues of the Company are derived principally from tuition income. The
Company records accounts receivable and related deferred revenues when students
are billed tuition for the programs they are attending. The deferred revenues
are then recognized as income on a pro rata basis over the term of instruction,
which varies from concentrated (two-to six-week) courses to eight-to thirty-two
month programs. On an individual basis, when a student withdraws, tuition paid
in excess of earned revenues is refunded based on the applicable refund policy
and revenue earned in excess of tuition paid is recorded as an account
receivable. When reporting accounts receivable and deferred revenues, the
Company provides for estimated future student withdrawals as reductions to
deferred revenues and related accounts receivable balances, thus stating the
appropriate deferred revenues and accounts receivable balances at an estimated
net realizable value. Such provision aggregated $10,737 and $7,359 at October 31
and January 31, 1997, respectively.
5. Certain reclassifications have been made to prior year amounts to
conform with the current period presentation.
6. 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
6
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COMPUTER LEARNING CENTERS, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
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 for the quarter and nine months ended October 31, 1997
(share and per share amounts restated to reflect stock split--Note 3).
<TABLE>
<CAPTION>
FOR THE THREE MONTH PERIOD FOR THE NINE MONTH PERIOD
ENDED OCTOBER 31, 1997 ENDED OCTOBER 31, 1997
-------------------------- --------------------------
BASIC DILUTED BASIC DILUTED
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net income........................... $ 2,595 $ 2,595 $ 6,916 $ 6,916
------------ ------------ ------------ ------------
Weighted average number of common
shares outstanding................. 15,998,430 15,998,430 15,818,870 15,818,870
Effect of dilutive securities:
Options............................ -- 1,041,650 -- 1,174,800
------------ ------------ ------------ ------------
15,998,430 17,040,080 15,818,870 16,993,670
------------ ------------ ------------ ------------
Earnings per share................... $ 0.16 $ 0.15 $ 0.44 $ 0.41
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
</TABLE>
These amounts compare to reported primary EPS of $0.15 and $0.41 per common
share for the quarter and nine months ended October 31, 1997.
7. On November 10, 1997 the Company signed a definitive agreement to
acquire Boston Education Corp. for approximately $5 million in Company common
stock. The acquisition, which is subject to the completion of due diligence and
other closing requirements, is expected to be completed by December 31, 1997.
On December 6, 1997 the Company signed a definitive agreement to acquire
Delta College, a Montreal, Quebec-based, privately held provider of information
technology education and training. The transaction calls for an exchange of
shares of Delta College for Company common stock valued at approximately U.S.
$13 million. The acquisition, which is subject to the completion of due
diligence and other closing requirements, is expected to be completed by January
30, 1998.
7
<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 FOR THE NINE MONTHS
OCTOBER 31, ENDED OCTOBER 31,
-------------------- --------------------
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues........................................... 100.0% 100.0% 100.0% 100.0%
Costs and expenses:
Cost of instruction and services................. 56.1 55.2 55.3 54.7
Selling and promotional.......................... 15.7 18.7 16.1 17.9
General and administrative....................... 7.4 8.1 7.8 8.8
Provision for doubtful accounts.................. 5.1 4.4 4.8 4.5
Amortization of intangible assets................ 0.4 0.5 0.4 0.6
--------- --------- --------- ---------
Total costs and expenses........................... 84.7 86.9 84.4 86.5
--------- --------- --------- ---------
Income before interest and income taxes............ 15.3 13.1 15.6 13.5
Interest income, net............................... 1.3 1.1 1.5 0.9
--------- --------- --------- ---------
Income before income taxes......................... 16.6 14.2 17.1 14.4
Provision for income taxes......................... 6.5 5.9 7.0 6.0
--------- --------- --------- ---------
Net income......................................... 10.1% 8.3% 10.1% 8.4%
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
THREE MONTHS ENDED OCTOBER 31, 1997 ("THIRD QUARTER OF 1997") COMPARED WITH THE
THREE MONTHS ENDED OCTOBER 31, 1996 ("THIRD QUARTER OF 1996").
Revenues increased 52.1% to $25.7 million in the third quarter of 1997 from
$16.9 million in the third 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"),
decreased 5.5% to $826,000 in the third quarter of 1997 from $874,000 in the
third quarter of 1996 due to a decrease in the number of students enrolled.
Student enrollment for the third quarter of 1997 was 3,661 a 42.2% increase
from the third quarter of 1996. Student enrollment at the eleven Learning
Centers which have been open for more than one year increased 6.5%, yielding an
increase in same Center student population of 16.6%. Ending student population
at October 31, 1997 increased 42.5% to 8,459 from 5,937 at October 31, 1996.
Costs of instruction and services increased by 54.8% to $14.4 million in the
third quarter of 1997 from $9.3 million in the third 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.
8
<PAGE>
These direct costs consist primarily of faculty and staff compensation and
related benefits, and facility costs (including rent and depreciation). The
Company had seventeen Learning Centers operating in the third quarter of 1997
compared to eleven Learning Centers operating in the third quarter of 1996. The
percentage increase in costs of instruction and services relative to the
percentage increase in revenues is primarily due to a higher ratio of fixed
costs to revenues related to three new Learning Centers which commenced
operations during the second and third quarters of 1997 compared to only one
such Learning Center for the comparable period of the prior year. Costs of
instruction and services as a percentage of revenues increased to 56.1% in the
third quarter of 1997 from 55.2% in the third quarter of 1996.
Selling and promotional expenses increased by 25.0% to $4.0 million in the
third quarter of 1997 from $3.2 million in the third quarter of 1996 due
primarily to increased marketing and advertising to support the growth in
enrollments. The increase relates primarily to the six Learning Centers which
have been operating for less than one year. Selling and promotional expenses as
a percentage of revenues decreased to 15.7% in the third quarter of 1997 from
18.7% in the third quarter of 1996 primarily due to increased efficiencies
associated with the Company's marketing strategies, particularly new Learning
Center openings within established Company markets.
General and administrative expenses increased 35.7% to $1.9 million in the
third quarter of 1997 from $1.4 million in the third 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 decreased to 7.4% in the
third quarter of 1997 compared to 8.1% in the third quarter of 1996 due to
greater revenues being spread over the fixed costs related to general and
administrative expenses.
Provision for doubtful accounts increased by 74.0% to $1.3 million in the
third quarter of 1997 from $747,000 in the third quarter of 1996. This is
primarily due to the increase in the allowance for doubtful accounts resulting
from the increased collection risk in self funding at the Chicago Learning
Center. As noted in the Student Loan Defaults section, the Chicago Learning
Center regained eligibility to participate in the Federal Family Education Loan
("FFEL") programs on October 10, 1997. Provision for doubtful accounts as a
percentage of revenues increased to 5.1% in the third quarter of 1997 compared
to 4.4% in the third quarter of 1996.
Amortization of intangibles was $91,000 in the third 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 have a remaining life of approximately eight years.
The Company realized net interest income of $341,000 in the third quarter of
1997, compared to $183,000 in the third quarter of 1996 primarily as a result of
the interest generated by larger invested cash balances.
The Company's tax provision was reduced in the third quarter of 1997 after
revision of the Company's estimated annual effective tax rate.
NINE MONTHS ENDED OCTOBER 31, 1997 COMPARED WITH THE NINE MONTHS ENDED OCTOBER
31, 1996
Revenues increased 49.7% to $68.7 million for the nine months ended October
31, 1997 from $45.9 million for the comparable period of the prior year due
primarily to an increase in enrollments and the growing popularity of the
Company's longer programs, including Associate Degree programs. Revenues from Al
increased 83.3% to $3.3 million for the nine months ended October 31, 1997 from
$1.8 million for the comparable period of the prior year due primarily to an
increase in the number of students trained and students attending higher tuition
programs.
Student enrollment for the nine months ended October 31, 1997 was 9,278, a
39.1% increase from the comparable period for the prior year. Student enrollment
at the eleven Learning Centers which have been open for more than one year
increased 13.3%, yielding an increase in same Center student population of
9
<PAGE>
16.6%. Ending student population at October 31, 1997 increased 42.5% to 8,459
from 5,937 at October 31, 1996.
Costs of instruction and services increased 51.0% to $37.9 million for the
nine months ended October 31, 1997 from $25.1 million for the comparable period
of the prior year due primarily to the direct costs necessary to support the
increase in the student population coupled with adding additional infrastructure
to support the growth of the business. These direct costs consist primarily of
faculty and staff compensation and related benefits and facilities costs,
including rent and depreciation. The Company had seventeen Learning Centers
operating during the nine months ended October 31, 1997 compared to eleven
Learning Centers operating during the nine months ended October 31, 1996. Costs
of instruction and services as a percentage of revenues increased to 55.3% for
the nine months ended October 31, 1997 from 54.7% for the comparable period of
the prior year.
Selling and promotional expenses increased by 34.1% to $11.0 million for the
nine months ended October 31, 1997 from $8.2 million for the comparable period
of the prior year due primarily to increased marketing and advertising to
support the growth in enrollments and as a result of having six new Learning
Centers operating during the period ended October 31, 1997. These six new
Centers accounted for $2.0 million or 71.4% of the increase in selling and
promotional expenses. Selling and promotional expenses as a percentage of
revenues decreased to 16.1% for the nine months ended October 31, 1997 from
17.9% for the comparable period of the prior year primarily due to increased
efficiencies associated with the Company's marketing strategies, particularly
new Learning Centers within established markets.
General and administrative expenses increased 35.0% to $5.4 million for the
nine months ended October 31, 1997 from $4.0 million for the comparable period
of the prior year, due primarily to increased number of personnel and increases
in salaries and related benefits associated with supporting the growth of the
business, as well as performance-based incentive compensation expense. General
and administrative expense as a percentage of revenues was 7.8% for the nine
months ended October 31, 1997 compared to 8.8% for the comparable period of the
prior year due to greater revenues being spread over the fixed costs related to
general and administrative expenses.
Provision for doubtful accounts increased by 65.0% to $3.3 million from $2.0
million for the comparable period of the prior year. This is primarily due to
the increase in the allowance for doubtful accounts resulting from the increased
collection risk in self funding at the Chicago Learning Center. Provision for
doubtful accounts as a percentage of revenues was 4.8% for the nine months ended
October 31, 1997 compared to 4.5% for the comparable period of the prior year.
Amortization of intangibles was $272,000 for the nine months ended October
31, 1997 and for the comparable period of the prior year 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 have a
remaining life of approximately eight years.
The Company realized net interest income of $1,054,000 for the nine months
ended October 31, 1997, compared to net interest income of $397,000 for the
comparable period of the prior year, primarily as a result of the interest
generated by larger invested cash balances.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents decreased by $1.0 million for the
nine-month period ended October 31, 1997. Cash generated from operations in the
first nine months of the year as compared to the prior year period increased by
approximately $2.2 million primarily due to the difference in net income for the
comparable periods. Capital expenditures increased to $13.9 million in 1997 from
$5.6 million in 1996 primarily as a result of funding leasehold improvements and
purchasing necessary capital equipment for Learning Centers that commenced
operations during the period, as well as anticipated new Learning Centers.
10
<PAGE>
The Company believes its available cash on hand, 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 twelve
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
In September 1996, the Department of Education ("DOE") notified the Company
that the Chicago Learning Center lost its eligibility to participate in the FFEL
programs for twelve months due to three consecutive federal fiscal years
(1991-1993) of cohort default rates ("CDR") above 25%. The only related
condition required by the DOE for reapplication into the FFEL program was that
the 1994 CDR for the Chicago Learning Center be below 25%. The 1994 rate
published by the DOE on January 6, 1997 was 21.1%.
The Company reapplied for participation into the FFEL program in accordance
with DOE guidance and received notification from the DOE on October 10, 1997
that the Chicago Learning Center regained eligibility to participate in the FFEL
programs. The Chicago Learning Center is now eligible for all federal student
financial aid programs under Title IV of the Higher Education Act of 1965.
The Philadelphia Learning Center's 1994 CDR as published was 26.9% which
resulted in three consecutive years of default rates that exceeded the 25%
threshold. The Company appealed the 1994 CDR with the DOE to challenge the
accuracy of such rate. On November 6, 1997 the Company received notification
from the DOE that the Philadelphia Learning Center's official 1995 CDR is 17.9%.
The DOE considered the Philadelphia Learning Center's official 1995 CDR in
applying the federal law regarding an institution's eligibility to participate
in the FFEL programs, and since this CDR was below 25% and the Philadelphia
Learning Center's appeal of its 1994 CDR remained pending, the Philadelphia
Learning Center retained its eligibility to participate in the FFEL programs. On
November 10, 1997 the Company withdrew Philadelphia's 1994 CDR appeal.
The Company's official weighted average CDR for all Learning Centers as
published by the DOE was 16.1% for 1995, 21.1% for 1994 and 23.1% for 1993.
SUBSEQUENT EVENTS
On November 10, 1997 the Company signed a definitive agreement to acquire
Boston Education Corp. for approximately $5 million in Company common stock. The
acquisition, which is subject to the completion of due diligence and other
closing requirements, is expected to be completed by December 31, 1997.
On December 6, 1997 the Company signed a definitive agreement to acquire
Delta College, a Montreal, Quebec-based, privately held provider of information
technology education and training. The transaction calls for an exchange of
shares of Delta College for Company common stock valued at approximately U.S.
$13 million. The acquisition, which is subject to the completion of due
diligence and other closing requirements, is expected to be completed by January
30, 1998.
On December 8, 1997 the Board of Directors declared a two for one stock
split in the form of a 100% stock dividend on the Company's common stock,
payable January 8, 1998 to stockholders of record at the close of business on
December 29, 1997. Share and per share amounts for all prior periods have been
restated to reflect the stock split.
11
<PAGE>
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 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 an adverse material
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 18.4% 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. Although the General Atlantic Entities have advised the
Company that they have no immediate plans to dispose of additional shares of
Common Stock held by them there can be no assurance that the General Atlantic
Entities will maintain their current ownership interest in the Company or as to
the manner or timing of any disposition of Common Stock by
12
<PAGE>
the General Atlantic Entities. 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.
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
13
<PAGE>
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.
14
<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.
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.
<TABLE>
<S> <C> <C>
COMPUTER LEARNING CENTERS, INC.
By: /s/ CHARLES L. COSGROVE
-----------------------------------------
Charles L. Cosgrove
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER)
</TABLE>
Date: December 15, 1997
15
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. FILING DESCRIPTION PAGE NO. IN THIS FILING
- ------------------- ----------------------------------------------- -----------------------------------------------
<S> <C> <C>
3.1 Second Amended and Restated Certificate of Incorporated by reference to Exhibit 3.1 of the
Incorporation of the Registrant, as amended Registrant's Form 10-Q filed September 9, 1997
(No. 000-26040)
3.2 Amended and Restated Bylaws of the Registrant Incorporated by reference to Exhibit 3.4 of the
Registrant's Form S-1 Registration Statement,
as amended, filed March 29, 1995 (No.33-90716)
4.1 Form of Certificate for Shares of the Incorporated by reference to Exhibit 4.1 of the
Registrant's Common Stock Registrant's Form S-1 Registration Statement,
as amended, filed March 29, 1995 (No. 33-90716)
11.1 Statement re: Computation of Per Share Earnings Page 17
27 Financial Data Schedule Page 19
</TABLE>
16
<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 OCTOBER 31,
--------------------------
<S> <C> <C>
1997 1996
------------ ------------
Net income............................................................................ $ 2,595 $ 1,402
------------ ------------
------------ ------------
Weighted average number of common shares outstanding:
Common Stock.......................................................................... 15,998,430 13,653,310
Common Stock Equivalents:
Employee stock options.............................................................. 963,690 906,084
Non employee stock options.......................................................... 77,960 306,152
------------ ------------
Weighted average common shares outstanding............................................ 17,040,080 14,865,546
------------ ------------
------------ ------------
Earnings per share:
Net income per share................................................................ $ 0.15 $ 0.09
------------ ------------
------------ ------------
</TABLE>
Share amounts and earnings per share restated to reflect the January 1998
two-for-one stock split.
17
<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 NINE-MONTH PERIOD
ENDED OCTOBER 31,
--------------------------
<S> <C> <C>
1997 1996
------------ ------------
Net income............................................................................ $ 6,916 $ 3,866
------------ ------------
------------ ------------
Weighted average number of common shares outstanding:
Common Stock.......................................................................... 15,818,870 13,106,700
Common Stock Equivalents:
Employee stock options.............................................................. 986,910 851,356
Non employee stock options.......................................................... 71,688 282,456
------------ ------------
Weighted average common shares outstanding............................................ 16,877,468 14,240,512
------------ ------------
------------ ------------
Earnings per share:
Net income per share................................................................ $ 0.41 $ 0.27
------------ ------------
------------ ------------
</TABLE>
Share amounts and earnings per share restated to reflect the January 1998
two-for-one stock split.
18
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0000943206
<NAME> COMPUTER LEARNING CENTERS, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-END> OCT-31-1997
<CASH> 25,940
<SECURITIES> 204
<RECEIVABLES> 50,230
<ALLOWANCES> (3,782)
<INVENTORY> 769
<CURRENT-ASSETS> 71,042
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0
0
<COMMON> 160
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<TOTAL-LIABILITY-AND-EQUITY> 103,000
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</TABLE>
