<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, 1998
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO ______________ TO ______________
COMMISSION FILE NUMBER 0-26040
------------------------
COMPUTER LEARNING CENTERS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3501869
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
11350 RANDOM HILLS ROAD, SUITE 240 22030
FAIRFAX, VIRGINIA (Zip Code)
(Address of principal executive offices)
(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>
<CAPTION>
CLASS OUTSTANDING AT JUNE 12, 1998
- ---------------------------------------------- ----------------------------------------------
<S> <C>
Common Stock, $.01 par value.................. 17,347,702
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
COMPUTER LEARNING CENTERS, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
---------
<S> <C> <C>
PART 1--FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Statements of Operations.......................................................... 3
Consolidated Balance Sheets.................................................................... 4
Consolidated Statements of Cash Flows.......................................................... 5
Notes to Consolidated Financial Statements..................................................... 6
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................................................... 10
PART II--OTHER INFORMATION
ITEM 1. Legal Proceedings.............................................................................. 18
ITEM 2. Changes in Securities.......................................................................... 19
ITEM 3. Defaults Upon Senior Securities................................................................ 20
ITEM 4. Submission of Matters to a Vote of Security Holders............................................ 20
ITEM 5. Other Information.............................................................................. 20
ITEM 6. Exhibits and Reports on Form 8-K............................................................... 20
SIGNATURES................................................................................................. 21
</TABLE>
2
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
COMPUTER LEARNING CENTERS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE-MONTH
PERIOD ENDED APRIL
30,
--------------------
1998 1997
--------- ---------
<S> <C> <C>
Revenues.................................................................................... $ 36,056 $ 20,830
Costs and expenses:
Costs of instruction and services......................................................... 20,411 11,220
Selling and promotional................................................................... 5,161 3,252
General and administrative................................................................ 3,543 1,893
Provision for doubtful accounts........................................................... 2,096 854
Amortization of intangible assets......................................................... 132 90
--------- ---------
31,343 17,309
Income from operations...................................................................... 4,713 3,521
Interest income............................................................................. 284 346
Gain on sale of investment securities....................................................... 279 --
--------- ---------
Income before income taxes.................................................................. 5,276 3,867
Provision for income taxes.................................................................. 2,133 1,624
--------- ---------
Net income................................................................................ $ 3,143 $ 2,243
--------- ---------
--------- ---------
Earnings per share of common stock:
Basic..................................................................................... $ 0.18 $ 0.14
--------- ---------
--------- ---------
Diluted................................................................................... $ 0.17 $ 0.13
--------- ---------
--------- ---------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
COMPUTER LEARNING CENTERS, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
APRIL 30, JANUARY 31, APRIL 30,
1998 1998 1997
------------- --------------- -------------
<S> <C> <C> <C>
(UNAUDITED) (UNAUDITED)
------------- -------------
ASSETS
Current assets:
Cash and cash equivalents....................................... $ 21,120 $ 24,377 $ 27,457
Accounts receivable, net........................................ 51,268 48,114 30,815
Prepaid expenses and other current assets....................... 5,497 5,719 3,454
------------- --------------- -------------
Total current assets.......................................... 77,885 78,210 61,726
Fixed assets, net................................................. 31,892 25,199 11,723
Long-term accounts receivable, net................................ 10,006 7,330 4,002
Other long-term assets............................................ 4,796 4,532 4,122
------------- --------------- -------------
Total assets $ 124,579 $ 115,271 $ 81,573
------------- --------------- -------------
------------- --------------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable.......................................... 4,904 1,574 1,616
Accrued employee expenses....................................... 2,086 3,025 1,280
Accrued other expenses.......................................... 6,411 6,519 3,946
Deferred revenues............................................... 53,064 48,231 30,557
------------- --------------- -------------
Total current liabilities..................................... 66,465 59,349 37,399
------------- --------------- -------------
Long-term deferred revenues....................................... 3,335 3,713 1,440
Other long-term liabilities....................................... 1,873 1,454 711
------------- --------------- -------------
Total liabilities............................................. 71,673 64,516 39,550
------------- --------------- -------------
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 authorized shares;
17,327,668, 16,239,236, and 15,651,642 shares issued and
outstanding, respectively..................................... 173 162 156
Additional paid-in capital...................................... 35,307 34,525 32,114
Net unrealized gain on securities available for sale............ -- 160 90
Cumulative translation adjustments.............................. (12) -- --
Retained earnings............................................... 17,438 15,908 9,663
------------- --------------- -------------
Total stockholders' equity.................................... 52,906 50,755 42,023
------------- --------------- -------------
Total liabilities and stockholders' equity.................... $ 124,579 $ 115,271 $ 81,573
------------- --------------- -------------
------------- --------------- -------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
COMPUTER LEARNING CENTERS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE-MONTH
PERIOD ENDED APRIL
30,
--------------------
1998 1997
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income............................................................................... $ 3,143 $ 2,243
Adjustments to reconcile net income to
cash provided by operating activities:
Provision for doubtful accounts........................................................ 2,096 854
Depreciation........................................................................... 1,476 713
Amortization of intangible assets...................................................... 132 90
Changes in net assets and liabilities:
Accounts receivable.................................................................... (2,732) (3,395)
Prepaid expenses and other current assets.............................................. 129 141
Long-term accounts receivable.......................................................... (3,018) (873)
Other long-term assets................................................................. (245) 10
Trade accounts payable................................................................. 2,541 (163)
Accrued employee expenses.............................................................. (1,032) (854)
Accrued other expenses................................................................. (1,106) 1,534
Deferred revenues...................................................................... 1,085 3,071
Long-term deferred revenues............................................................ (378) 97
Other long-term liabilities............................................................ 800 (70)
--------- ---------
Cash provided by operating activities................................................ 2,891 3,398
--------- ---------
Cash flows from investing activities:
Capital expenditures..................................................................... (6,610) (2,865)
Product development...................................................................... (39) (36)
Cash from acquired companies............................................................. 932 --
--------- ---------
Cash used for investing activities................................................... (5,717) (2,901)
--------- ---------
Cash flows from financing activities:
Repayments of long-term debt............................................................. (518) --
Exercise of stock options................................................................ 87 10
--------- ---------
Cash (used for) provided by financing activities..................................... (431) 10
--------- ---------
Net (decrease) increase in cash and cash equivalents....................................... (3,257) 507
--------- ---------
Cash and cash equivalents, beginning of period............................................. 24,377 26,950
--------- ---------
Cash and cash equivalents, end of period................................................... $ 21,120 $ 27,457
--------- ---------
--------- ---------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
COMPUTER LEARNING CENTERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE STATED, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
1. The interim consolidated financial statements of Computer Learning
Centers, Inc. (the "Company" or "CLC") as of and for the three months ended
April 30, 1998 and 1997 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
1998 audited financial statements set forth in the Company's Annual Report on
Form 10-K filed with the Securities and Exchange Commission.
3. On February 17, 1998, the Company acquired Markerdowne Corporation
("Markerdowne") d/b/a Computer Learning Centers Paramus ("CLC Paramus"), a
privately-held provider of information technology education and training based
in Paramus, New Jersey. The acquisition, which qualified as a tax free
reorganization, was accounted for as a pooling of interests in accordance with
Accounting Principles Board Opinion No. 16, "Business Combinations" ("APB 16").
The acquisition was completed by issuing 510,287 shares of CLC Common Stock in
exchange for substantially all of the rights, title and interests in the assets
and assumption of substantially all of the liabilities of CLC Paramus. CLC
Paramus had calendar 1997 annual revenues of approximately $6.7 million and
serves approximately 800 students. Current and prior years' financial statements
were not restated due to the immateriality of Markerdowne to the Company.
On February 20, 1998, the Company acquired Delta College, a Montreal,
Quebec-based, privately-held provider of information technology education and
training. The acquisition, was accounted for as a pooling of interests in
accordance with APB 16, and was completed by means of an exchange of all
outstanding shares of Delta College for 548,408 shares of CLC Common Stock.
Delta College reported revenues of approximately $6.7 million for its fiscal
year ended June 30, 1997. Delta College serves approximately 800 students at
three locations: Montreal, Laval and Brossard. Current and prior years'
financial statements were not restated due to the immateriality of Delta College
to the Company.
In connection with these acquisitions, the Company incurred $467 of pooling
expenses related to certain legal and accounting fees which are reflected in
1999 results of operations.
4. Student accounts receivable are initially established for the balance of
course tuition at the time a student enrolls in the Learning Center and consist
of financial aid, third party and self-pay receivable balances. Financial aid
receivables are student receivable balances expected to be paid through Title IV
program funds. Third party student receivable balances are those expected to be
paid by employer companies or various non-Title IV federal and state agencies.
Self-pay student receivables consist of those amounts to be paid by the student.
The Company makes available to qualifying students alternative financing
arrangements ("CLC financing") which help fund their education. Dependent upon
the credit worthiness of the individual, CLC financing may be offered to assist
students with meeting their financial obligations related to attending CLC. The
Company requires students receiving CLC financing to make regular monthly
payments. Depending on the level of financing extended to students, payment
plans offered generally range from six months to three years. All amounts due to
the Company in periods beyond one year are classified as long-term receivables.
When a student withdraws, tuition paid in excess of earned tuition revenues
is refunded based on the applicable refund policy and tuition revenues earned in
excess of tuition paid remains as an accounts
6
<PAGE>
COMPUTER LEARNING CENTERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE STATED, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
receivable. Based on comparison to historical levels, the Company provides for
estimated student withdrawals, as reductions to accounts receivable and related
deferred revenue balances, thus stating these amounts at estimated net
realizable value.
Accounts receivable balances are reviewed no less than quarterly for the
purposes of determining appropriate levels of allowance for doubtful accounts.
The Company establishes the allowance for doubtful accounts using an objective
model which applies various expected loss percentages to aging categories based
on historical bad debt experience. The Company charges-off accounts receivable
balances deemed to be uncollectible usually after they are delinquent 120 days.
All charge-offs are recorded as reductions in the allowance for doubtful
accounts, with any recoveries of previously written off accounts receivable
recorded as increases to the allowance for doubtful accounts.
As of April 30, 1998 and 1997, net accounts receivable consisted of the
following:
<TABLE>
<CAPTION>
APRIL 30, 1998
---------------------------------
CURRENT LONG TERM TOTAL
--------- ----------- ---------
<S> <C> <C> <C>
Accounts receivable......................................... $ 66,803 $ 13,788 $ 80,591
Student withdrawal allowance................................ (11,438) (2,014) (13,452)
Allowance for doubtful accounts............................. (4,097) (1,768) (5,865)
--------- ----------- ---------
$ 51,268 $ 10,006 $ 61,274
--------- ----------- ---------
--------- ----------- ---------
</TABLE>
<TABLE>
<CAPTION>
APRIL 30, 1997
---------------------------------
CURRENT LONG TERM TOTAL
--------- ----------- ---------
<S> <C> <C> <C>
Accounts receivable......................................... $ 39,520 $ 5,624 $ 45,144
Student withdrawal allowance................................ (6,796) (991) (7,787)
Allowance for doubtful accounts............................. (1,909) (631) (2,540)
--------- ----------- ---------
$ 30,815 $ 4,002 $ 34,817
--------- ----------- ---------
--------- ----------- ---------
</TABLE>
5. Earnings per share data has been calculated to reflect the provisions of
SFAS No. 128. The details of the earnings per share calculations for the
quarters ended April 30, 1998 and 1997 follow:
<TABLE>
<CAPTION>
PER SHARE
INCOME SHARES AMOUNT
--------- ------------ -----------
<S> <C> <C> <C>
QUARTER ENDED APRIL 30, 1998
Earnings per share of common stock -- basic.................................... $ 3,143 17,081,118 $ 0.18
Dilutive securities:
Stock options................................................................ 1,006,681
--------- ------------ -----
Earnings per share of common stock -- diluted.................................. $ 3,143 18,087,799 $ 0.17
--------- ------------ -----
QUARTER ENDED APRIL 30, 1997
Earnings per share of common stock -- basic.................................... $ 2,243 15,653,220 $ 0.14
Dilutive securities:
Stock options................................................................ 1,034,626
--------- ------------ -----
Earnings per share of common stock -- diluted.................................. $ 2,243 16,687,846 $ 0.13
--------- ------------ -----
</TABLE>
7
<PAGE>
COMPUTER LEARNING CENTERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE STATED, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
6. On March 10, 1998, the Attorney General of Illinois filed a complaint
against the Company in Circuit Court in Cook County, Illinois, asserting that
the Company had violated the Illinois Private Business and Vocational Schools
Act and the Illinois Consumer Fraud and Deceptive Business Practices Act (the
"Acts") at its Schaumburg Learning Center. The complaint alleged that the
Company, at the Schaumburg Learning Center, failed to provide certain
educational services and resources and misrepresented certain information
respecting services, resources, occupational opportunities and student outcomes.
The complaint sought suspension of the Schaumburg Center's charter to operate
within Illinois, restitution to persons alleged to have been injured by the
conduct of the Schaumburg Learning Center, costs, civil penalties totaling
$100,000 for violations of the Acts and an additional civil penalty of $50,000
for each alleged violation of each of the Acts, committed with intent to
defraud. On June 4, 1998, the Company timely filed an answer denying all of the
material allegations set forth in the complaint.
On June 8, 1998, the Company and the Attorney General of Illinois reached an
agreement settling the litigation filed on March 10, 1998. As a result of the
settlement, which was approved by the Circuit Court in Cook County, Illinois,
the Company agreed to make a voluntary contribution of $90,000 to the Attorney
General's consumer education fund, establish a four-year program to annually
provide $95,000 worth of computer hardware and software annually to schools,
programs, community sites and other non-profit or public institutions in the
Chicago area and $10,000 worth of training in computer skills annually at the
Company's Schaumburg and Chicago Learning Centers for teachers and other
community-based personnel to enable them to make the most effective use of the
computer equipment. The Company has also agreed to establish an Ombudsman
program to provide for the prompt investigation and impartial resolution of
student complaints. The Company does not believe that the settlement will have a
material adverse effect on the Company.
On March 13, 1998, a class action lawsuit was filed against the Company in
the United States District Court for the Central District of California on
behalf of all purchasers of Company Common Stock from April 30, 1997 through
March 10, 1998. The complaint alleges violations of the Securities Exchange Act
of 1934, including allegations that the Company is experiencing "operations
difficulties" and failed to disclose the alleged difficulties. The complaint
also alleges that Company insiders realized profits by trading their shares of
Company stock while in possession of material adverse information. The Company
has moved for a change in venue in this litigation. The Company is unable to
estimate the outcome of this matter or any potential liability.
On or about March 20, 1998, three additional class action lawsuits were
filed against the Company in the United States District Court for the Northern
District of Illinois, Eastern Division. Two of these lawsuits were filed on
behalf of all purchasers of Company Common Stock from April 30, 1997 through
March 10, 1998; the other lawsuit was filed on behalf of all purchasers of
Company Common Stock from June 6, 1997 through March 13, 1998. On April 16,
1998, a class action lawsuit was filed in the United States District Court for
the Northern District of Illinois, Eastern Division, on behalf of all purchasers
of Company Common Stock from March 17, 1997 through March 10, 1998. The
complaints allege violations of the Securities Exchange Act of 1934, and assert
claims similar to those described in the preceding paragraph. The Company has
not yet filed answers in any of these matters and is unable to estimate the
outcome of any of these matters or any potential liability.
On May 4, 1998, a class action lawsuit was filed against the Company in the
United States District Court for the Central District of California, on behalf
of all purchasers of Company Common Stock from April 30, 1997 through April 7,
1998. The complaint alleges violations of the Securities Exchange Act of
8
<PAGE>
COMPUTER LEARNING CENTERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE STATED, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
1934, and asserts claims similar to those described above. The Company has not
yet responded to this complaint, and is unable to estimate the outcome of the
matter or any potential liability.
On May 5, 1998, a class action lawsuit was filed against the Company in the
Superior Court of New Jersey in Bergen County, New Jersey, on behalf of all
students who attended a Learning Center in New Jersey within six years of May 5,
1998. The complaint alleges that the Company, at its New Jersey Learning
Centers, failed to provide certain educational services and resources,
misrepresented certain information respecting services, resources, occupational
opportunities and student outcomes, and violated the New Jersey Consumer Fraud
Act. The Company is unable to estimate the outcome of the matter or any
potential liability.
On May 7, 1998, a class action lawsuit was filed against the Company in the
United States District Court for the Northern District of Illinois, on behalf of
all purchasers of Company Common Stock from March 11, 1998 through April 7,
1998. The complaint alleges violations of the Securities Exchange Act of 1934,
and asserts claims similar to those described above. The Company has not yet
responded to this litigation, and is unable to estimate the outcome of the
matter or any potential liability.
On May 8, 1998 a class action lawsuit was filed against the Company in the
United States District Court for the Central District of California, on behalf
of all purchasers of Company Common Stock from April 30, 1997 through April 7,
1998. The complaint alleges violations of the Securities Exchange Act of 1934,
and asserts claims similar to those described above. The Company has not yet
responded to this litigation, and is unable to estimate the outcome of the
matter or any potential liability.
On May 12, 1998, a class action lawsuit was filed against the Company in the
United States District Court for the Eastern District of Virginia, Alexandria
Division, on behalf of all purchasers of Company Common Stock from April 30,
1997 through March 10, 1998. The complaint alleges violations of the Securities
Exchange Act of 1934, including allegations that the Company is experiencing
operations difficulties and failed to disclose the alleged difficulties, and
misrepresented to students the potential salaries and quality of education they
would receive. The complaint also alleges that Company insiders realized profits
by trading their shares of Company stock while in possession of information that
could have had a material adverse impact on the Company's business, financial
condition and results of operations. The Company has not yet responded to this
complaint, and is unable to estimate the outcome of the matter or any potential
liability.
The Company intends to defend itself vigorously in the above class action
lawsuits; however, there can be no assurance that the Company will be successful
in defending itself in any of these proceedings. Even if the Company prevails on
the merits in such litigation, the Company expects to incur legal and other
defense costs as a result of such proceedings. These proceedings could involve
substantial diversion of the time of some members of management, and an adverse
determination in, or settlement of, such litigation could involve the payment of
significant amounts, or could include terms in addition to such payments, which
could have a severe impact on the Company's business, financial condition and
results of operations.
There can be no assurance that additional legal proceedings will not be
filed or that adverse action will not be initiated against the Company, either
by attorneys general of other states, federal or state regulators, an
accrediting organization, or other parties. Any such legal proceedings or
adverse action could have a severe impact on the Company's business, financial
condition and results of operations.
7. Certain reclassifications have been made to prior period amounts to
conform with the current period presentation.
9
<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 consolidated statement of operations data of
the Company expressed as a percentage of revenues for the periods indicated:
<TABLE>
<CAPTION>
FOR THE THREE- MONTH
PERIOD ENDED APRIL
30,
--------------------
1998 1997
--------- ---------
<S> <C> <C>
Revenues 100.0% 100.0%
Costs and expenses:
Costs of instruction and services.......................................... 56.6 53.9
Selling and promotional.................................................... 14.3 15.6
General and administrative................................................. 9.8 9.1
Provision for doubtful accounts............................................ 5.8 4.1
Amortization of intangible assets.......................................... 0.4 0.4
--------- ---------
86.9 83.1
--------- ---------
Income from operations....................................................... 13.1 16.9
Interest income.............................................................. 0.8 1.7
Gain on sale of investment securities........................................ 0.7 --
--------- ---------
Income before income taxes................................................... 14.6 18.6
Provision for income taxes................................................... 5.9 7.8
--------- ---------
Net income................................................................... 8.7% 10.8%
--------- ---------
--------- ---------
</TABLE>
THREE MONTHS ENDED APRIL 30, 1998 ("FIRST QUARTER OF 1998") COMPARED WITH THE
THREE MONTHS ENDED APRIL 30, 1997 ("FIRST QUARTER OF 1997").
Revenues increased 74% to $36.1 million in the first quarter of 1998 from
$20.8 million in the first quarter of 1997 primarily due to an increase in
enrollments at the Company's existing Learning Centers, the opening of five new
Learning Centers since May 1997 and the growing popularity of the Company's
longer programs including associate degree programs. In addition to the opening
of the five new Learning Centers, the Company acquired Boston Education
Corporation ("BEC") on December 23, 1997, Markerdowne on February 17, 1998, and
Delta College on February 20, 1998, which collectively added six Learning
Centers (two Learning Centers from BEC, one Learning Center from Markerdowne and
three Learning Centers from Delta College). In the first quarter of 1998, these
eleven new Learning Centers collectively contributed 53% of the total revenue
growth.
The number of students attending Learning Center programs as of the end of
the quarter increased 65% to 11,481 in the first quarter of 1998 from 6,949 in
the first quarter of 1997, which was the result of student enrollment growth of
33%, along with the number of students attending the acquired Learning
10
<PAGE>
Centers at the time of acquisition. In the first quarter of 1998, the eleven new
Learning Centers collectively contributed 95% of the total enrollment growth and
69% of the total student population growth. When evaluating the sources of
growth, the Company views all Learning Centers opened during the last two fiscal
years as new in order to account for the start up period inherent in new
Learning Center openings.
Accounts receivable at April 30, 1998, (both long and short-term), increased
76% from April 30, 1997 as compared to the revenue increase of 74%. The larger
percentage increase in accounts receivable as compared to revenues can be
attributed to the following:
When students enroll in CLC, accounts receivable are established for the
balance of course tuition with a corresponding amount recorded as deferred
revenue. While the accounts receivable balance may be paid at any time during
the course, deferred revenue is recognized ratably as tuition revenue over the
period of instruction, regardless of when accounts receivable are paid.
Since accounts receivable balances increase immediately by the full unpaid
tuition amount when students enroll, while tuition revenues are earned ratably
over the period of instruction, there will not be a direct correlation between
the percentage increases in tuition revenues (and correspondingly, deferred
revenues) and in accounts receivable balances. This "lag" effect of revenues to
receivables, is further pronounced during the initial operations of a new
Learning Center since tuition revenues will be minimal when compared to
corresponding accounts receivable balances. The lag effect is not as evident for
established Learning Centers which provide a more consistent tuition revenue
stream. Additionally, Learning Centers in their second year of operations (those
opened in fiscal 1998) contribute significantly to the lag effect due to the
large levels of growth occurring in year two versus year one of operations. The
following summarizes the actual Learning Center openings and acquisitions for
the last two fiscal years which have contributed to this lag effect.
<TABLE>
<CAPTION>
FISCAL FISCAL
LEARNING CENTER OPENINGS/ACQUISITIONS 1999 1998
- ------------------------------------------------------------------------------ ----------- -----------
<S> <C> <C>
First Quarter................................................................. 5 --
--
Second Quarter................................................................ 2
Third Quarter................................................................. 1
Fourth Quarter................................................................ 3
--
Total......................................................................... 5 6
-- --
-- --
</TABLE>
When removing the tuition revenues and accounts receivable associated with
new Learning Centers opened during the last two fiscal years, the percentage
increase in accounts receivable is less than that of tuition revenues.
Costs of instruction and services increased 82% to $20.4 million in the
first quarter of 1998 from $11.2 million in the first quarter of 1997 due
primarily to the direct costs necessary to support the increase in student
population. These direct costs consist primarily of faculty and staff
compensation and related benefits, and facility costs (including rent and
depreciation). Instruction costs and services as a percentage of revenues
increased to 56.6% in the first quarter of 1998 from 53.9% in the first quarter
of 1997 primarily due to the inherent start up process associated with five new
Learning Centers coupled with the recent acquisitions.
Selling and promotional expenses increased 58% to $5.2 million in the first
quarter of 1998 from $3.3 million in the first quarter of 1997 due primarily to
increased marketing and advertising necessary to support the growth in student
enrollments. Selling and promotional expenses as a percentage of revenues
decreased to 14.3% in the first quarter of 1998 from 15.6% in the first quarter
of 1997 primarily due to increased efficiencies associated with the Company's
marketing efforts, particularly those realized by the opening of new Learning
Centers within established Learning Center markets.
11
<PAGE>
General and administrative expenses increased 84% to $3.5 million in the
first quarter of 1998 from $1.9 million in the first quarter of 1997, primarily
as a result of increased legal and professional fees related to the complaint
filed by the Illinois Attorney General against the Company's Schaumburg Learning
Center, the Illinois State Board of Education 30-day suspension of marketing and
student enrollment activities, as well as expenses related to the acquisitions
of Markerdowne and Delta College. Collectively, these expenses amount to
approximately $988,000 or 62% of the $1.6 million increase in general and
administrative expenses incurred during the first quarter of 1998 versus the
comparable period of the prior year. General and administrative expenses as a
percentage of revenues increased to 9.8% in the first quarter of 1998 from 9.1%
in the first quarter of 1997.
Provision for doubtful accounts increased 146% to $2.1 million in the first
quarter 1998 from $854,000 in the first quarter of 1997, primarily due to the
increase in revenues of 74% and the related 76% increase in accounts receivable
balances. Provision for doubtful accounts as a percentage of revenues increased
to 5.8% in the first quarter of 1998 from 4.1% in the first quarter of 1997
primarily due to the increased number of students enrolled in higher value
programs requiring CLC to provide additional financing. The provision for
doubtful accounts as a percentage of revenues for the current quarter is
comparable to the fourth quarter of fiscal 1998 amount of 5.2%
Amortization of intangibles equaled $132,000 in the first quarter of 1998
versus $90,000 in the first quarter of 1997. The increase in expense relates to
a three year non-compete agreement associated with the acquisition of
Markerdowne.
The Company realized net interest income of $284,000 in the first quarter
1998, compared to net interest income of $346,000 in the first quarter 1997.
This decrease can be attributed to a decrease in interest generated from lower
average invested cash balances.
The Company realized a gain of $279,000 in the first quarter of 1998 from
the sale of investment securities. These securities were obtained in November
1995 pursuant to a demutualization of the Company's health insurance carrier.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents decreased by $3.3 million for the
three-month period ended April 30, 1998. Cash generated from operations in the
first three months of the year as compared to the prior year period decreased by
$507,000 primarily due to legal and professional fees incurred related to legal
proceedings and acquisitions as discussed above in general and administrative
expenses. Capital expenditures increased to $6.6 million in 1998 from $2.9
million in 1997 primarily as a result of funding leasehold improvements for new
Learning Centers and purchasing necessary capital equipment to support the
growth of the business.
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.
OTHER
The Company has received notification from the California Federation of
Teachers that a union certification election will be held on July 9, 1998
covering a bargaining unit of a total of approximately 50 certified full and
part-time instructors at the Los Angeles Learning Center. The Company cannot
predict the outcome of the election.
12
<PAGE>
STUDENT LOAN DEFAULTS
Under Title IV ("Title IV") of the Higher Education Act of 1965, as amended,
("HEA"), an educational institution may lose its eligibility to participate in
some or all of the federal student financial aid programs authorized by Title IV
("Title IV Programs") if defaults on the repayment of student loans guaranteed
or provided by the federal government exceed certain rates. Any institution that
is determined to have cohort default rates ("CDR") equal to or exceeding 25% for
three consecutive federal fiscal years is subject to immediate loss of
eligibility to participate in the Federal Family Education Loan ("FFEL") and
Federal Direct Loan ("FDL") programs for the remainder of the federal fiscal
year in which the U.S. Department of Education ("DOE") makes such determination
and the subsequent two federal fiscal years. Furthermore, an institution whose
CDR on FFEL or FDL loans for any federal fiscal year exceeds 40% may have its
eligibility to participate in all of the Title IV Programs limited, suspended or
terminated.
An institution also has the right to appeal the accuracy of the DOE's
calculations of its CDRs following their publication. Draft CDRs are subject to
correction before they are published. Management does not believe such
corrections will result in material changes to the Learning Centers' 1996 Draft
CDRs. All Learning Centers, regardless of their cohort default and FDL rates,
have adopted default management plans.
In May 1998, the DOE notified the Company of the Learning Centers' 1996
Draft CDRs for the FFEL and FDL programs. The 1996 Draft CDRs are calculated on
the basis of the number of students who entered repayment on their federal
student loans during the federal fiscal year ("FFY") ended September 30, 1996
and defaulted on those loans by September 30, 1997. None of the Company's
Learning Centers received a 1996 Draft CDR of 25% or more. Excluding the
Learning Centers recently acquired from BEC and Markerdowne, for which the DOE
did not issue 1996 Draft CDRs due to their change in ownership status, the
weighted average 1996 Draft CDR for the balance of the Company's U.S.-based
Learning Centers was 16.6%. This compares to the official weighted average CDR
as published by the DOE, of 16.6% for FFY 1995, 21.1% for FFY 1994 and 23.1% for
FFY 1993.
STATE AUTHORIZATION AND ACCREDITATION
The Company is dependent on the authorization of the applicable agency or
agencies of each state within which a Learning Center is located to allow it to
operate and to grant degrees or diplomas to students. State authorization is
also required in order for an institution to become and remain eligible to
participate in the Title IV Programs. The Company is subject to extensive and
varying regulation in each of the states in which the Learning Centers currently
operate. State laws and regulations affect the Company's operations and may
limit the ability of the Company to introduce degree programs or to initiate new
programs of study, or to obtain authorization to operate in certain additional
states. State regulatory requirements may overlap or exceed federal
requirements.
By letter dated April 3, 1998, from the State Superintendent of Education of
the State of Illinois, to the Company's Schaumburg Learning Center (the
"Letter"), the Illinois State Board of Education ("ISBE"), the agency of the
State of Illinois that authorizes the Schaumburg Learning Center, notified the
Learning Center that ISBE had determined that certain activities and procedures
of the Schaumburg Learning Center were not in compliance with the Illinois
Private Business and Vocational Schools Act ("Schools Act"). The Schaumburg
Learning Center has been open since 1994, and for the first quarter of fiscal
year 1999, had approximately 308 students enrolled and generated about 2.8
percent of the Company's revenue. The Letter directed the Company to report by
April 21, 1998 on actions taken to correct the deficiencies cited in the Letter
and to demonstrate by May 6, 1998 that the deficiencies have been corrected. The
Letter further notified the Company that the Superintendent would proceed to a
hearing on the issue of whether the license of the Schaumburg Learning Center
should be placed on probation, suspended or revoked for a period of one year if
the violations of the Schools Act were not
13
<PAGE>
corrected. The Letter also directed that the Schaumburg Learning Center cease
and desist from all marketing and student enrollment activities until May 6,
1998.
On April 21, 1998, the Company timely submitted its response to the ISBE
and, in part on the basis of such response, on May 7, 1998, the ISBE removed the
cease and desist order, thereby allowing the Company to resume normal marketing
and student enrollment activities at the Schaumburg Learning Center. While the
ISBE review remains open pending certain confirmations, the Company believes
that the review will be concluded with no material adverse effect on the
Company.
The loss of state authorization by an existing Learning Center or the
failure of a new or newly acquired Learning Center to obtain state authorization
would render the affected Learning Center ineligible to participate in the Title
IV Programs, could affect its accreditation and would have a material adverse
effect on the Company.
Accreditation by an accrediting agency recognized by the DOE is required in
order for an institution to become and remain eligible to participate in the
Title IV Programs. In addition, most states require institutions operating
therein to become and continue to be accredited as a condition of continuing
state authorization, particularly with regard to the issuance of degrees. All
twenty-two of the Company's Learning Centers in the United States are accredited
by the Accrediting Council for Independent Colleges and Schools ("ACICS"), which
is an accrediting agency recognized by the DOE. Two of those twenty-two Learning
Centers are due for renewal of accreditation during fiscal 1999. The loss of
accreditation by an existing Learning Center or the failure of a new or newly
acquired Learning Center to obtain accreditation would render the affected
Learning Center ineligible to participate in the Title IV Programs, could affect
its state authorization and would have a material adverse effect on the Company.
HEIGHTENED CASH MONITORING
On April 6, 1998, the Company was notified by the DOE that, based upon DOE's
monitoring of recent litigation involving the Company and certain student
complaints lodged against the Company, it placed all Learning Centers on a
"heightened cash monitoring status." This status allows all Learning Centers to
continue to receive federal student financial assistance funds so long as the
funds requested are drawn after they have been credited to student accounts and
CLC subsequently provides evidence of such credit and other supporting
information to DOE. The DOE does not consider "heightened cash monitoring
status" to represent either an adverse or punitive action. This action by DOE
should not have any effect on the availability or timing of financial assistance
to the Company's students, nor should it have a material effect on the Company's
cash flow or operating results.
CANADIAN REGULATION
Students who are residents of the province of Quebec are eligible to receive
loans and bursaries ("grants") from the Quebec Loans and Bursaries Program
("QLBP"). Under the QLBP, student financial assistance is initially provided in
the form of a loan. Delta College ("the Company"), is subject to the Act
Respecting Private Education ("ARPE") in Quebec. In accordance with ARPE, in
order to operate a private educational institution, the Company must hold a
permit issued by the Quebec Minister of Education (the "QME") for the
institution itself and for the educational services to be provided.
The Company does not believe that the QME's requirements will create
significant obstacles to its plans to acquire additional institutions, or open
new branches in Quebec or that the QME's requirements will create significant
obstacles to its plans to add new educational programs at Delta College, in
Quebec. In addition, the Company does not believe that there will be any
impediment to renewal of the permit issued to Delta College, in Quebec, under
the ARPE.
14
<PAGE>
The regulatory requirements relating to student financial assistance
programs in Quebec are currently in the process of being changed by applicable
governments due to political and budgetary pressures and any such change may
affect the eligibility for student financial assistance of the students
attending Delta College which, in turn, could materially adversely affect Delta
College's business, results of operations and financial condition.
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
The Company is dependent on the authorization of the applicable agency or
agencies of each state within which a Learning Center is located to allow it to
operate and to grant degrees or diplomas to students. State authorization is
also required in order for an institution to become and remain eligible to
participate in the Title IV Programs. The Company is subject to extensive and
varying regulation in each of the states in which the Learning Centers currently
operate.
The loss of state authorization by an existing Learning Center or the
failure of a new or newly acquired Learning Center to obtain state authorization
would render the affected Learning Center ineligible to participate in the Title
IV Programs, could affect its accreditation and would have a material adverse
effect on the Company.
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 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 agencies
administering these regulations have not in all instances 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.
CONTROL BY GENERAL ATLANTIC ENTITIES; POTENTIAL ADVERSE REGULATORY EFFECTS OF
CHANGE OF CONTROL
General Atlantic Corporation ("GAC"), General Atlantic Partners II, L.P.
("GAP") and GAP-CLC Partners, L.P. ("GAP-CLC") (collectively, the "General
Atlantic Entities") beneficially own approximately 17.0% of the outstanding
shares of Common Stock. Consequently, the General Atlantic Entities, and GAC in
particular, will continue to have significant influence over the policies and
affairs of the Company and may be 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 Certificate of
Incorporation and the approval of mergers and sales of the Company's assets.
15
<PAGE>
Because of the control position of the General Atlantic Entities, any
disposition of CLC's 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 of ownership resulting in a change in control of the Company, as
defined in the HEA and the DOE'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, or all, of its Title IV funding during the reapproval period. A change
of control also would have significant regulatory consequences for the Company
at the state level and could affect the accreditation of the Learning Centers.
The HEA and the DOE's regulations include the sale of a controlling interest
of Common Stock of an institution or its parent corporation in the definition of
a change of control. For a publicly traded corporation, DOE regulations specify
that a change of control occurs at the same time that a report on Form 8-K is
required to be filed with the Securities and Exchange Commission reporting a
change of control. Most states and accrediting agencies have similar
requirements, but they do not uniformly define a change of control. A change of
control of the Company that exceeds the threshold set by the DOE would have a
material adverse effect on the Company.
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 substantial 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.
16
<PAGE>
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 and the Chief Financial 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.
17
<PAGE>
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On March 10, 1998, the Attorney General of Illinois filed a complaint
against the Company in Circuit Court in Cook County, Illinois, asserting that
the Company had violated the Illinois Private Business and Vocational Schools
Act and the Illinois Consumer Fraud and Deceptive Business Practices Act (the
"Acts") at its Schaumburg Learning Center. The complaint alleged that the
Company, at the Schaumburg Learning Center, failed to provide certain
educational services and resources and misrepresented certain information
respecting services, resources, occupational opportunities and student outcomes.
The complaint sought suspension of the Schaumburg Center's charter to operate
within Illinois, restitution to persons alleged to have been injured by the
conduct of the Schaumburg Learning Center, costs, civil penalties totaling
$100,000 for violations of the Acts and an additional civil penalty of $50,000
for each alleged violation of each of the Acts, committed with intent to
defraud. On June 4, 1998, the Company timely filed an answer denying all of the
material allegations set forth in the complaint.
On June 8, 1998, the Company and the Attorney General of Illinois reached an
agreement settling the litigation filed on March 10, 1998. As a result of the
settlement, which was approved by the Circuit Court in Cook County, Illinois,
the Company agreed to make a voluntary contribution of $90,000 to the Attorney
General's consumer education fund, establish a four-year program to annually
provide $95,000 worth of computer hardware and software annually to schools,
programs, community sites and other non-profit or public institutions in the
Chicago area and $10,000 worth of training in computer skills annually at the
Company's Schaumburg and Chicago Learning Centers for teachers and other
community-based personnel to enable them to make the most effective use of the
computer equipment. The Company has also agreed to establish an Ombudsman
program to provide for the prompt investigation and impartial resolution of
student complaints. The Company does not believe that the settlement will have a
material adverse effect on the Company.
On March 13, 1998, a class action lawsuit was filed against the Company in
the United States District Court for the Central District of California on
behalf of all purchasers of Company Common Stock from April 30, 1997 through
March 10, 1998. The complaint alleges violations of the Securities Exchange Act
of 1934, including allegations that the Company is experiencing "operations
difficulties" and failed to disclose the alleged difficulties. The complaint
also alleges that Company insiders realized profits by trading their shares of
Company stock while in possession of material adverse information. The Company
has moved for a change in venue in this litigation. The Company is unable to
estimate the outcome of this matter or any potential liability.
On or about March 20, 1998, three additional class action lawsuits were
filed against the Company in the United States District Court for the Northern
District of Illinois, Eastern Division. Two of these lawsuits were filed on
behalf of all purchasers of Company Common Stock from April 30, 1997 through
March 10, 1998; the other lawsuit was filed on behalf of all purchasers of
Company Common Stock from June 6, 1997 through March 13, 1998. On April 16,
1998, a class action lawsuit was filed in the United States District Court for
the Northern District of Illinois, Eastern Division, on behalf of all purchasers
of Company Common Stock from March 17, 1997 through March 10, 1998. The
complaints allege violations of the Securities Exchange Act of 1934, and assert
claims similar to those described in the preceding paragraph. The Company has
not yet filed answers in any of these matters and is unable to estimate the
outcome of any of these matters or any potential liability.
On May 4, 1998, a class action lawsuit was filed against the Company in the
United States District Court for the Central District of California, on behalf
of all purchasers of Company Common Stock from April 30, 1997 through April 7,
1998. The complaint alleges violations of the Securities Exchange Act of 1934,
and asserts claims similar to those described above. The Company has not yet
responded to this complaint, and is unable to estimate the outcome of the matter
or any potential liability.
18
<PAGE>
On May 5, 1998, a class action lawsuit was filed against the Company in the
Superior Court of New Jersey in Bergen County, New Jersey, on behalf of all
students who attended a Learning Center in New Jersey within six years of May 5,
1998. The complaint alleges that the Company, at its New Jersey Learning
Centers, failed to provide certain educational services and resources,
misrepresented certain information respecting services, resources, occupational
opportunities and student outcomes, and violated the New Jersey Consumer Fraud
Act. The Company is unable to estimate the outcome of the matter or any
potential liability.
On May 7, 1998, a class action lawsuit was filed against the Company in the
United States District Court for the Northern District of Illinois, on behalf of
all purchasers of Company Common Stock from March 11, 1998 through April 7,
1998. The complaint alleges violations of the Securities Exchange Act of 1934,
and asserts claims similar to those described above. The Company has not yet
responded to this litigation, and is unable to estimate the outcome of the
matter or any potential liability.
On May 8, 1998 a class action lawsuit was filed against the Company in the
United States District Court for the Central District of California, on behalf
of all purchasers of Company Common Stock from April 30, 1997 through April 7,
1998. The complaint alleges violations of the Securities Exchange Act of 1934,
and asserts claims similar to those described above. The Company has not yet
responded to this litigation, and is unable to estimate the outcome of the
matter or any potential liability.
On May 12, 1998, a class action lawsuit was filed against the Company in the
United States District Court for the Eastern District of Virginia, Alexandria
Division, on behalf of all purchasers of Company Common Stock from April 30,
1997 through March 10, 1998. The complaint alleges violations of the Securities
Exchange Act of 1934, including allegations that the Company is experiencing
operations difficulties and failed to disclose the alleged difficulties, and
misrepresented to students the potential salaries and quality of education they
would receive. The complaint also alleges that Company insiders realized profits
by trading their shares of Company stock while in possession of information that
could have had a material adverse impact on the Company's business, financial
condition and results of operations. The Company has not yet responded to this
complaint, and is unable to estimate the outcome of the matter or any potential
liability.
The Company intends to defend itself vigorously in the above class action
lawsuits; however, there can be no assurance that the Company will be successful
in defending itself in any of these proceedings. Even if the Company prevails on
the merits in such litigation, the Company expects to incur legal and other
defense costs as a result of such proceedings. These proceedings could involve
substantial diversion of the time of some members of management, and an adverse
determination in, or settlement of, such litigation could involve the payment of
significant amounts, or could include terms in addition to such payments, which
could have a severe impact on the Company's business, financial condition and
results of operations.
There can be no assurance that additional legal proceedings will not be
filed or that adverse action will not be initiated against the Company, either
by attorneys general of other states, federal or state regulators, an
accrediting organization, or other parties. Any such legal proceedings or
adverse action could have a severe impact on the Company's business, financial
condition and results of operations.
ITEM 2. CHANGES IN SECURITIES.
There were 1,058,695 shares issued in connection with the acquisitions of
Markerdowne and Delta College. The above shares were issued pursuant to an
exemption from registration pursuant to Section 4(2) of the Securities Act of
1933, as amended, relating to issuances not involving a public offering. The
parties to whom the shares were issued were prohibited from reselling such
shares except pursuant to registration under the Securities Act or an exemption
from registration.
19
<PAGE>
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
<TABLE>
<CAPTION>
REPORT DATE EVENT REPORTED
- ------------------------------- -------------------------------------------------------------
<S> <C>
February 17, 1998.............. The Company completed its acquisition of Markerdowne
Corporation on February 17, 1998 and Delta College on
February 20, 1998.
March 10, 1998................. The Company was served with a complaint on March 10, 1998 by
the Attorney General of the State of Illinois alleging that
the Company violated the state's Private Business and
Vocational School Act and the Consumer Fraud and Deceptive
Business Practices Act for students enrolled at its
Schaumburg, Illinois Learning Center.
</TABLE>
20
<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 15, 1998
21
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO.
FILING DESCRIPTION OF EXHIBIT PAGE NO. IN THIS FILING
- ------------- ------------------------------------------------- -------------------------------------------------
<C> <S> <C>
3.1 Second Amended and Restated Certificate of Incorporated by reference to Exhibit 3.3 of the
Incorporation of the Registrant Registrant's Report on Form 10-Q filed July 14,
1995
3.2 Second Amended and Restated Certificate of Incorporated by reference to Exhibit 3.1 of the
Incorporation of the Registrant, as amended Registrants report on Form 10-Q for the quarter
ended July 31, 1997 filed September 9, 1997
3.3 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)(the
"Form S-1")
4.1 Form of Certificate for Shares of the Incorporated by reference to Exhibit 4.1 of the
Registrant's Common Stock Form S-1
11.1 Statement re: Computation of Per Share Earnings Filed herewith
27 Financial Data Schedule Filed herewith
</TABLE>
22
<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,
----------------------
1998 1997 *
------ ------
<S> <C> <C>
Net income $ 3,143 $ 2,243
----------- -----------
Weighted average number of common shares outstanding -
Basic 17,081,118 15,653,220
Dilutive securities:
Employee stock options 928,623 971,580
Non-employee stock options 78,058 63,046
Weighted average number of common shares outstanding -
Diluted 18,087,799 16,687,846
Earnings per share:
Basic $ 0.18 $ 0.14
----------- -----------
----------- -----------
Diluted $ 0.17 $ 0.13
----------- -----------
----------- -----------
</TABLE>
*Share and per share amounts restated to reflect the January 1998 two for one
stock spilt and the April 1997 three for two stock split.
24
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from the Consolidated
Statement of Operations and the Consolidated Balance Sheet and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000943206
<NAME> COMPUTER LEARNING CENTERS, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1999
<PERIOD-END> APR-30-1998
<CASH> 21,120
<SECURITIES> 0
<RECEIVABLES> 80,591
<ALLOWANCES> (19,317)
<INVENTORY> 1,207
<CURRENT-ASSETS> 77,885
<PP&E> 45,713
<DEPRECIATION> (13,821)
<TOTAL-ASSETS> 124,579
<CURRENT-LIABILITIES> 66,465
<BONDS> 0
0
0
<COMMON> 173
<OTHER-SE> 52,733
<TOTAL-LIABILITY-AND-EQUITY> 124,579
<SALES> 0
<TOTAL-REVENUES> 36,056
<CGS> 0
<TOTAL-COSTS> 31,343
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 2,096
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 5,276
<INCOME-TAX> 2,133
<INCOME-CONTINUING> 3,143
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,143
<EPS-PRIMARY> 0.18
<EPS-DILUTED> 0.17
</TABLE>
