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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE PERIOD ENDED: DECEMBER 31, 2000 COMMISSION FILE NUMBER: 000-21363
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EDUCATION MANAGEMENT CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1119571
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
300 SIXTH AVENUE, PITTSBURGH, PA 15222
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (412) 562-0900
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.01 PAR VALUE
(Title of class)
PREFERRED SHARE PURCHASE RIGHTS
(Title of class)
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 __
The number of shares of the registrant's Common Stock outstanding as of December
31, 2000 was 29,967,587.
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INDEX
PART I - FINANCIAL INFORMATION PAGE
ITEM 1 - CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (UNAUDITED)................................3-6
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION.........7-9
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS......................................10
ITEM 2 - CHANGES IN SECURITIES..................................10
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES........................10
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS.......................................10
ITEM 5 - OTHER INFORMATION......................................10
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K.......................10
SIGNATURES ..................................................................11
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PART I
ITEM 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
EDUCATION MANAGEMENT CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
DECEMBER 31, JUNE 30, DECEMBER 31,
1999 2000 2000
------------ -------- ------------
(unaudited) (unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents, including restricted balances............ $ 30,470 $ 39,538 $ 9,448
Receivables ........................................................ 17,741 16,735 22,081
Inventories ........................................................ 2,620 3,145 3,358
Deferred income taxes .............................................. 2,476 2,872 2,845
Other current assets ............................................... 5,620 4,423 7,699
-------- --------- ---------
TOTAL CURRENT ASSETS .......................................... 58,927 66,713 45,431
-------- --------- ---------
PROPERTY AND EQUIPMENT, NET .......................................... 107,385 135,358 145,127
DEFERRED INCOME TAXES AND OTHER LONG-TERM ASSETS ..................... 7,979 10,677 10,790
INTANGIBLE ASSETS, NET OF AMORTIZATION ............................... 27,661 27,927 38,947
-------- --------- ---------
TOTAL ASSETS................................................... $201,952 $ 240,675 $ 240,295
======== ========= =========
LIABILITIES AND SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Current portion of long-term debt................................... $ 173 $ 16 $ 74
Accounts payable ................................................... 3,129 19,898 6,315
Accrued liabilities ................................................ 13,453 13,062 16,782
Advance payments ................................................... 47,913 29,915 57,658
-------- --------- ---------
TOTAL CURRENT LIABILITIES ..................................... 64,668 62,891 80,829
-------- --------- ---------
LONG-TERM DEBT, LESS CURRENT PORTION ................................. 35,727 64,267 25,087
OTHER LONG-TERM LIABILITIES .......................................... 602 567 43
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' INVESTMENT:
Common Stock ....................................................... 296 299 305
Additional paid-in capital ......................................... 94,178 96,585 99,380
Treasury stock, at cost ............................................ (9,238) (9,733) (6,835)
Retained earnings .................................................. 15,719 25,799 41,486
-------- --------- ---------
TOTAL SHAREHOLDERS' INVESTMENT ................................ 100,955 112,950 134,336
-------- --------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT................. $201,952 $ 240,675 $ 240,295
======== ========= =========
The accompanying notes to condensed consolidated financial
statements are an integral part of these statements.
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EDUCATION MANAGEMENT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited)
(Dollars in thousands, except per share amounts)
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED DECEMBER 31, ENDED DECEMBER 31,
1999 2000 1999 2000
------- -------- -------- --------
NET REVENUES .......................................... $87,023 $103,112 $147,873 $175,673
COSTS AND EXPENSES:
Educational services ................................ 49,907 58,084 94,427 111,091
General and administrative .......................... 17,161 19,951 31,466 36,637
Amortization of intangibles ......................... 389 438 721 795
------- -------- -------- --------
67,457 78,473 126,614 148,523
------- -------- -------- --------
INCOME BEFORE INTEREST AND TAXES ...................... 19,566 24,639 21,259 27,150
Interest expense, net ............................... 319 823 442 1,438
------- -------- -------- --------
INCOME BEFORE INCOME TAXES ............................ 19,247 23,816 20,817 25,712
Provision for income taxes .......................... 7,723 9,285 8,367 10,025
------- -------- -------- --------
NET INCOME ............................................ $11,524 $ 14,531 $ 12,450 $ 15,687
======= ======== ======== ========
EARNINGS PER SHARE:
Basic ............................................. $ .40 $ .49 $ .43 $ .53
======= ======== ======== ========
Diluted ........................................... $ .39 $ .47 $ .42 $ .51
======= ======== ======== ========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (000'S):
Basic ............................................. 28,809 29,080 29,473 29,336
Diluted ........................................... 29,489 29,772 30,963 30,628
The accompanying notes to condensed consolidated financial
statements are an integral part of these statements.
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EDUCATION MANAGEMENT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
FOR THE SIX MONTHS
ENDED DECEMBER 31,
1999 2000
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ............................................. $ 12,450 $ 15,687
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH FLOWS
FROM OPERATING ACTIVITIES:
Depreciation and amortization ..................... 9,297 11,390
Changes in current assets and liabilities:
Receivables .................................... (2,243) (5,265)
Inventories .................................... (453) (213)
Other current assets ........................... (2,509) (3,271)
Accounts payable ............................... (9,402) (478)
Accrued liabilities ............................ 1,610 2,477
Advance payments ............................... 26,088 26,925
-------- --------
Total adjustments ............................ 22,388 31,565
-------- --------
Net cash flows from operating activities ..... 34,838 47,252
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of subsidiaries, net of cash acquired ...... (8,047) (9,677)
Expenditures for property and equipment ................ (18,725) (33,207)
Other, net ............................................. (74) (2,034)
-------- --------
Net cash flows from investing activities ..... (26,846) (44,918)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Revolving credit facility activity, net ................ (800) (39,150)
Principal payments on debt ............................. (1,292) (30)
Proceeds from issuance of Common Stock ................. 442 6,756
Repurchase of Common Stock ............................. (8,743) --
-------- --------
Net cash flows from financing activities ..... (10,393) (32,424)
-------- --------
NET CHANGE IN CASH AND CASH EQUIVALENTS .................. (2,401) (30,090)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ........... 32,871 39,538
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD ................. $ 30,470 $ 9,448
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest (net of amount capitalized) ................... $ 27 $ 1,466
Income taxes ........................................... 747 222
Noncash investing and financing activities ...............
Shares received in connection with exercise of options.. -- 2,899
The accompanying notes to condensed consolidated financial
statements are an integral part of these statements.
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EDUCATION MANAGEMENT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. The accompanying condensed consolidated financial statements should
be read in conjunction with the notes to consolidated financial
statements included in the Company's Fiscal 2000 Annual Report on Form
10-K. The accompanying condensed consolidated balance sheet as of June
30, 2000 has been derived from the audited balance sheet included in the
Company's Fiscal 2000 Annual Report on Form 10-K. The accompanying
interim financial statements are unaudited; however, management believes
that all adjustments necessary for a fair presentation have been made and
all such adjustments are normal, recurring adjustments. The results for
the three-month and six-month periods ended December 31, 2000 are not
necessarily indicative of the results to be expected for the full fiscal
year. Unless otherwise noted, references to 2000 and 2001 refer to the
periods ended December 31, 1999 and 2000, respectively.
Certain prior period balances have been reclassified to conform to
the current period presentation.
2. Education Management Corporation ("EDMC" or the "Company") is among
the largest providers of proprietary postsecondary education in the
United States, based on student enrollment and revenues. Through its
operating units, primarily the Art Institutes, the Company offers
bachelor's and associate's degree programs and non-degree programs in the
areas of design, media arts, culinary arts, fashion and paralegal
studies. The Company has provided career-oriented education programs for
over 35 years.
3. Reflected below is a summary of the Company's capital stock:
PAR VALUE AUTHORIZED DECEMBER 31, 1999 JUNE 30, 2000 DECEMBER 31, 2000
ISSUED:
Preferred Stock $ .01 10,000,000 -- -- --
Common Stock $ .01 60,000,000 29,626,588 29,877,025 30,472,003
HELD IN TREASURY:
Common Stock N/A N/A 872,146 907,446 504,416
For the three-month period ended December 31, 2000, 461,233 shares
held by the Company in treasury were released for the exercise of stock
options.
4. The Company began operations at two new locations in July 2000, The
Art Institute of Washington (located in Arlington, VA) and The Art
Institute of Los Angeles - Orange County. Additionally, in October 2000
the Company acquired the outstanding stock of The Art Institute of
California located in San Diego, California. This acquisition was
accounted for using the purchase method of accounting, with the excess of
the purchase price over the fair value of the assets acquired being
assigned to identifiable intangible assets and goodwill. The results of
The Art Institute of California have been included in the Company's
results from the date of acquisition. The pro forma effects of the
acquisition in the Company's condensed consolidated financial statements
would not materially impact the reported results.
5. Reconciliation of diluted shares (000's):
THREE MONTHS ENDED DECEMBER 31, SIX MONTHS ENDED DECEMBER 31,
1999 2000 1999 2000
--------- ------- -------- --------
Basic shares....................... 28,809 29,473 29,080 29,336
Dilution for stock options......... 680 1,490 692 1,292
------ ------ ------ ------
Diluted shares..................... 29,489 30,963 29,772 30,628
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For the period ended December 31, 1999, options to purchase 579,000
shares were excluded from the diluted earnings per share calculation
because of their antidilutive effect (due to the exercise price of such
options exceeding the average market price for the period).
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
This Quarterly Report on Form 10-Q contains statements that may be
forward-looking statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. Those statements can be identified by the use
of forward-looking terminology such as "believes," "estimates,"
"anticipates," "continues," "contemplates," "expects," "may," "will,"
"could," "should" or "would" or the negatives thereof. Those statements are
based on the intent, belief or expectation of the Company as of the date of
this Quarterly Report. Any such forward-looking statements are not
guarantees of future performance and may involve risks and uncertainties
that are outside the control of the Company. Actual results may vary
materially from the forward-looking statements contained herein as a result
of changes in United States or international economic conditions,
governmental regulations and other factors. The Company expressly disclaims
any obligation or understanding to release publicly any updates or revisions
to any forward-looking statement contained herein to reflect any change in
the Company's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based. The
following discussion of the Company's results of operations and financial
condition should be read in conjunction with the interim unaudited condensed
consolidated financial statements of the Company and the notes thereto,
included herein. Unless otherwise noted, references to 2000 and 2001 are to
the periods ended December 31, 1999 and 2000, respectively.
RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 2000 COMPARED TO THE THREE MONTHS ENDED DECEMBER
31, 1999
Net revenues increased by 18.5% to $103.1 million in 2001 from $87.0 million
in the second quarter of 2000 due primarily to a 14.3% increase in student
enrollment, accompanied by a tuition increase of approximately 6% over the prior
year. Total student enrollment at the Company's schools increased from 24,502 in
2000 to 27,999 in 2001, including enrollment growth of approximately 9.9% at the
schools that have been operated by the Company for 24 months or more. The
Company acquired The Art Institute of California in October 2000.
Educational services expense increased by $8.2 million, or 16.4%, to $58.1
million in 2001 from $49.9 million in 2000, due primarily to the incremental
costs incurred to support higher student enrollment. Educational services
expense decreased from 57.3% of net revenues for 2000 to 56.3% for 2001,
reflecting operating efficiencies at established locations, partially offset by
increased depreciation and amortization charges related to the level of capital
expenditures made during the past 12 months.
General and administrative expense was $20.0 million in 2001, up 16.3% from
$17.2 million in 2000. The increase over the comparable quarter in the prior
year reflects increased marketing and admissions costs as well as administrative
expense for three additional locations that were opened or acquired during the
past 12 months. General and administrative expense, as a percent of net
revenues, decreased by 0.4% to 19.3% as compared to the second quarter of fiscal
2000, reflecting operating leverage related to marketing and admissions and
centralized support functions.
Amortization of intangibles increased by $49,000, to $438,000 in 2001, as
compared to the second quarter of fiscal 2000. This increase is a result of the
amortization of intangibles associated with the purchase of The Art Institute of
California in October 2000.
Net interest expense was $823,000 in 2001, as compared to $319,000 in 2000.
This change was attributable to an increase in the average outstanding
borrowings, primarily related to capital expenditures and acquisitions.
The Company's effective tax rate declined 1.1% to 39.0% in 2001 from 40.1%
in 2000, primarily due to the reduced impact of nondeductible expenses. The
effective rates differed from the combined federal and state statutory rates due
to expenses that are nondeductible for tax purposes.
Net income increased by $3.0 million to $14.5 million in 2001 from $11.5
million in 2000. The increase is attributable to improved results from
operations at the Company's schools and a lower effective tax rate, partially
offset by higher amortization of intangibles and interest expense.
SIX MONTHS ENDED DECEMBER 31, 2000 COMPARED TO THE SIX MONTHS ENDED DECEMBER 31,
1999
Net revenues increased by 18.8% to $175.7 million for the first six months
of fiscal 2001 from $147.9 million for the comparable period in fiscal 2000.
Average enrollment at the Company's schools increased 14.7% from 21,355 in 2000
to 24,495 in 2001. The enrollment growth and higher tuition rates resulted in
greater net revenues for 2001. Net revenues for 2001 include approximately two
months of revenue for the recently acquired Art Institute of California.
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Educational services expense increased by $16.7 million, or 17.7%, to
$111.1 million in 2001 from $94.4 million in 2000, due primarily to the
incremental costs incurred to support higher student enrollment. Educational
services expense represented 63.2% and 63.9% of net revenues for 2001 and 2000,
respectively. The margin improvement of 0.7% results primarily from operating
leverage at locations that have been operated by the Company 24 months or more,
offset by higher facility and depreciation costs at newer locations.
General and administrative expense was $36.6 million in 2001, up 16.4% from
$31.5 million in 2000. The increase over the comparable period in the prior year
reflects increased marketing and admissions costs. General and administrative
expense, as a percent of net revenues, decreased from 21.3% in the first six
months of fiscal 2000 to 20.9% in 2001, reflecting containment of administrative
costs at established school locations and central support staff.
Amortization of intangibles increased by $74,000, to $795,000 in 2001,
resulting primarily from amortization of the intangible assets associated with
the purchase of The Art Institute of California in October 2000 and six months
of amortization of the intangibles associated with acquisitions made during the
first quarter of fiscal 2000.
Net interest expense was $1.4 million in 2001, as compared to $442,000 in
2000. This change was attributable to an increase in the average outstanding
borrowings, primarily related to capital expenditures and acquisitions.
The Company's effective tax rate was 39.0% in 2001 and 40.1% in 2000,
primarily due to the reduced impact of nondeductible expenses. The effective
rates differed from the combined federal and state statutory rates due to
expenses that are nondeductible for tax purposes.
Net income increased by $3.2 million to $15.7 million in 2001 from $12.5
million in 2000. The increase is attributable to improved results from
operations at the Company's schools and a lower effective tax rate, partially
offset by higher amortization of intangibles and interest expense.
SEASONALITY AND OTHER FACTORS AFFECTING QUARTERLY RESULTS
The Company's quarterly revenues and income fluctuate primarily as a result
of the pattern of student enrollments. The Company experiences a seasonal
increase in new enrollments in the fall (fiscal year second quarter), which is
traditionally when the largest number of new high school graduates begin
postsecondary education. Some students choose not to attend classes during
summer months, although the Company's schools encourage year-round attendance.
As a result, total student enrollments at the Company's schools are highest in
the fall quarter and lowest in the summer months (fiscal year first quarter).
The Company's costs and expenses, however, do not fluctuate as significantly as
revenues on a quarterly basis. Historically, the Company's profitability has
been lowest in its fiscal first quarter due to lower revenues combined with
expenses incurred in preparation for the peak enrollments in the fall quarter.
The Company anticipates that the seasonal pattern in revenues and earnings will
continue in the future.
LIQUIDITY AND CAPITAL RESOURCES
The Company generated positive cash flow from operating activities of $47.3
million for the six months ended December 31, 2000, an increase of $12.4 million
over the comparable period for fiscal 2000, due to a decrease in the working
capital commitment and increases in net income and depreciation and
amortization.
The Company had working capital deficits of $35.4 million and $5.7 million
as of December 31, 2000 and 1999, respectively, as compared to $3.8 million of
working capital as of June 30, 2000. The decrease in working capital was due
primarily to cash used for capital expenditures of $33.2 million and for $39.2
million in debt repayments. Borrowings under the revolving credit facility and
cash balances as of December 31, 1999 were both higher as a result of "Year
2000" precautionary planning.
Borrowings under the Credit Agreement dated February 18, 2000 (Credit
Agreement) are used by the Company primarily to fund working capital needs
resulting from the seasonal pattern of cash receipts throughout the year. The
level of accounts receivable reaches a peak immediately after the billing of
tuition and fees at the beginning of each academic quarter. Collection of these
receivables is heaviest at the start of each academic quarter.
The Company believes that cash flow from operations, supplemented from time
to time by borrowings under the Credit Agreement, will provide adequate funds
for ongoing operations, planned expansion to new locations, planned capital
expenditures and debt service during the term of the Credit Agreement.
The Company anticipates its total capital spending for fiscal 2001 will
decrease as compared to the prior year. The 2001 expenditures relate principally
to the investment in schools acquired or started during the previous several
years and added in 2001, continued improvements to current facilities,
additional or replacement school and housing facilities and classroom and
administrative technology.
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The majority of the Company's facilities are leased. Future commitments on
existing leases will be paid from cash provided from operating activities.
IMPACT OF NEW ACCOUNTING STANDARDS
In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101, Revenue Recognition ("SAB No. 101"), to provide
guidance on the recognition, presentation and disclosure of revenue in financial
statements. SAB No. 101 explains the SEC staff's general framework for revenue
recognition. SAB No. 101 does not change existing literature on revenue
recognition, but rather clarifies the SEC's position on pre-existing literature.
SAB No. 101 did not require the Company to change existing revenue recognition
policies and, therefore, had no impact on the Company's financial position or
results of operations.
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PART II
ITEM 1 - LEGAL PROCEEDINGS
Not Applicable
ITEM 2 - CHANGES IN SECURITIES
Not Applicable
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On November 2, 2000, the annual meeting of the shareholders of the
Company was held for the election of directors and so that the
shareholders could vote on the retention of the Company's independent
auditors.
(i) Election of directors (Class I): SHARES
Robert H. Atwell:
For 25,372,257
Withheld 98,936
William M. Campbell III:
For 25,432,644
Withheld 38,549
Albert Greenstone:
For 23,354,776
Withheld 116,417
(ii) Approval of the retention of Arthur Andersen LLP as the
Company's independent auditors:
For 25,490,249
Against 10,975
Abstain 37,857
ITEM 5 - OTHER INFORMATION
Not Applicable
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
(15) Report of Independent Public Accountants
(b) Reports on Form 8-K:
No reports on Form 8-K were filed for the three months ended
December 31, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EDUCATION MANAGEMENT CORPORATION
(Registrant)
Date: February 14, 2001
/s/ Robert B. Knutson
-------------------------------------
Robert B. Knutson
Chairman and Chief Executive Officer
/s/ Robert T. McDowell
-------------------------------------
Robert T. McDowell
Executive Vice President and Chief
Financial Officer
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