FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ENDED SEPTEMBER 30, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number 1-13144
ITT EDUCATIONAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-2061311
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5975 CASTLE CREEK PARKWAY N. DRIVE
P.O. BOX 50466
INDIANAPOLIS, INDIANA 46250-0466
(Address of principal executive offices) (Zip Code)
(317) 594-9499
(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 [_]
26,999,952
Number of shares of Common Stock, $.01 par value, outstanding at November 5,
1996
ITT EDUCATIONAL SERVICES, INC.
Indianapolis, Indiana
Quarterly Report to Securities and Exchange Commission
September 30, 1996
PART I
ITEM 1. FINANCIAL STATEMENTS.
INDEX
-----
Page
----
Consolidated Statements of Income (unaudited) for the nine months ended
September 30, 1996 and 1995 and the three months ended September 30, 1996
and 1995................................................................. 3
Consolidated Balance Sheets as of September 30, 1996 and 1995 (unaudited)
and December 31, 1995.................................................... 4
Consolidated Statements of Cash Flows (unaudited) for the nine months ended
September 30, 1996 and 1995 and the three months ended September 30, 1996
and 1995................................................................. 5
Notes to Consolidated Financial Statements................................. 6
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ITT EDUCATIONAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------ --------------------------
1996 1995 1996 1995
---------- ---------- ----------- -----------
REVENUES
Tuition $54,653 $47,171 $146,297 $129,129
Other educational 10,460 8,846 27,487 23,026
------- ------- -------- --------
Total revenue 65,113 56,017 173,784 152,155
------- ------- -------- --------
COSTS AND EXPENSES
Cost of educational services 37,303 33,596 105,864 97,281
Student services and administrative
expenses 17,769 14,870 51,154 43,010
------- ------- -------- --------
55,072 48,466 157,018 140,291
------- ------- -------- --------
Operating income 10,041 7,551 16,766 11,864
Interest income, net 1,076 1,438 2,932 3,451
------- ------- -------- --------
Income before income taxes 11,117 8,989 19,698 15,315
Income taxes 4,447 3,587 7,879 6,111
------- ------- -------- --------
Net income $ 6,670 $ 5,402 $ 11,819 $ 9,204
======= ======= ======== ========
Earnings per common share $.25 $.20 $.44 $.34
Average equivalent common shares
outstanding (in thousands) 27,176 27,063 27,146 27,044
The accompanying notes are an integral part of these consolidated financial
statements.
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ITT EDUCATIONAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
September 30, 1996 September 30, 1995
(unaudited) December 31, 1995 (unaudited)
------------------- ----------------- -------------------
ASSETS
Current assets
Cash $ 474 $ 595 $ 722
Restricted cash 1,197 5,037 6,132
Cash invested with ITT Corporation 88,008 71,885 71,834
Accounts receivable, net 10,910 7,592 8,173
Deferred income tax 945 950 1,308
Prepaids and other current assets 2,714 1,508 2,167
-------- -------- --------
Total current assets 104,248 87,567 90,336
Property and equipment, net 18,630 18,985 18,834
Direct marketing costs 5,747 5,031 5,375
Other assets 2,479 2,701 2,613
-------- -------- --------
Total assets $131,104 $114,284 $117,158
======== ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 20,321 $ 8,336 $ 12,291
Accrued compensation and benefits 4,430 4,195 4,086
Other accrued liabilities 5,611 6,172 6,987
Deferred tuition revenue 33,069 40,063 39,784
-------- -------- --------
Total current liabilities 63,431 58,766 63,148
Other liabilities 2,013 1,677 2,356
-------- -------- --------
Total liabilities 65,444 60,443 65,504
-------- -------- --------
Shareholders' equity
Preferred stock, $.01 par value,
5,000,000 shares authorized, none
issued or outstanding
Common stock, $.01 par value, 50,000,000
shares authorized, 27,000,000,
12,000,000 and 12,000,000 issued and
outstanding 270 120 120
Capital surplus 32,513 32,663 32,663
Retained earnings 32,877 21,058 18,871
-------- -------- --------
Total shareholders' equity 65,660 53,841 51,654
-------- -------- --------
Total liabilities and shareholders' equity $131,104 $114,284 $117,158
======== ======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
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ITT EDUCATIONAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
1996 1995 1996 1995
---- ---- ---- ----
Cash flows from operating activities:
Net earnings $ 6,670 $ 5,402 $ 11,819 $ 9,204
Adjustments to reconcile net earnings
to net cash provided by operating
activities:
Depreciation and amortization 1,647 1,775 5,638 5,429
Provision for doubtful accounts 477 388 1,326 1,038
Deferred taxes (45) (150) 429 111
Increase/decrease in operating assets
and liabilities:
Accounts receivable (2,455) (1,811) (4,644) (2,635)
Direct marketing costs (395) (198) (716) (321)
Accounts payable and accrued
liabilities 7,737 4,175 11,571 6,069
Prepaids and other assets 499 515 (984) (112)
Deferred tuition revenue 1,612 1,987 (6,994) (1,187)
-------- -------- -------- --------
Net cash provided by operating activities 15,747 12,083 17,445 17,820
Cash flows used for investing activities:
Capital expenditures, net (2,371) (3,250) (5,283) (5,942)
Net increase in cash invested with
ITT Corporation (12,661) (13,402) (16,123) (15,924)
-------- -------- -------- --------
Net cash used for investing activities (15,032) (16,652) (21,406) (21,866)
-------- -------- -------- --------
Net increase (decrease) in cash and
restricted cash 715 (4,569) (3,961) (4,046)
Cash and restricted cash at beginning
of period 956 11,423 5,632 10,900
-------- -------- -------- --------
Cash and restricted cash at end of period $ 1,671 $ 6,854 $ 1,671 $ 6,854
======== ======== ======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
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ITT EDUCATIONAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
(DOLLAR AMOUNTS IN THOUSANDS UNLESS OTHERWISE STATED)
1. The accompanying unaudited consolidated financial statements have been
prepared by ITT Educational Services, Inc. (the "Company") without audit.
In the opinion of management, the financial statements contain all
adjustments, consisting only of normal recurring adjustments, necessary to
present fairly the financial condition and results of operations of the
Company. Certain information and footnote disclosures, including
significant accounting policies, normally included in financial statements
prepared in accordance with generally accepted accounting principles have
been omitted. The interim consolidated financial statements should be read
in conjunction with the consolidated financial statements and notes thereto
contained in the Company's Annual Report on Form 10-K as filed with the
Securities and Exchange Commission for the year ended December 31, 1995.
The results of operations for the nine months ended September 30, 1996 are
not necessarily indicative of results for the entire calendar year.
2. On October 8, 1996, the Company authorized a 3 for 2 Common Stock split
effected by payment of a stock dividend on November 4, 1996 to all
shareholders of record on October 21, 1996. The earnings per share amounts
for all prior periods have been restated to reflect this stock split. In
connection with the stock split, the shareholders' equity section of the
September 30, 1996 balance sheet reflects a $90 transfer from Capital
Surplus to Common Stock.
On March 22, 1996, the Company declared a 3 for 2 Common Stock split,
effected by payment of a stock dividend on April 15, 1996 to all
shareholders of record at the close of business on April 1, 1996. The
earnings per share amounts for all prior periods have been restated to
reflect this stock split.
3. The Company has a number of pending legal and other claims arising out of
the normal course of business. Among the legal actions currently pending is
Eldredge, et al. v. ITT Educational Services, Inc., et al. (Civil Action
No. 689376) (the "Eldredge Case"). This action was filed on June 8, 1995 in
the Superior Court of San Diego County in San Diego, California by seven
graduates of the San Diego ITT Technical Institute. The jury recently
rendered a verdict against the Company and ITT Corporation in this action.
General damages of approximately $0.2 million were assessed against the
Company and ITT Corporation, jointly. Exemplary damages of $2.6 million and
$4.0 million were assessed against the Company and ITT Corporation,
respectively. Prejudgment interest was assessed on the general damages
award, and post-judgment interest was assessed on the entire award. It is
also anticipated that the judge will award the plaintiffs reasonable
attorney's fees and costs. The plaintiffs' other claims of statutory
violations by the Company have been dismissed. The Company intends to take
all actions available to seek to overturn the awards and to appeal the
decision. Management, based upon the advice of counsel, believes that it is
probable that it will prevail in its appeal, thus no provision (other than
the Company's legal expenses) for these awards has been made. If the
Company's appeal of the judgment in the Eldredge Case is unsuccessful,
a charge to earnings would be taken at that time in the amount of the
awards, including the general and exemplary damages assessed against the
Company, the plaintiffs' reasonable attorney's fees and costs, and the
prejudgment and post-judgment interest assessed thereon. In addition, other
legal proceedings may result by other persons alleging similar claims of
misrepresentation and violations of certain statutory provisions of the
California Education Code (commonly known as the Maxine Waters Act).
In the opinion of management, the ultimate outcome of these matters
should not have a material adverse effect on the Company's financial
position, results of operations or cash flows.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
This management's discussion and analysis of financial condition and results of
operations should be read in conjunction with the same titled section contained
in the Company's Annual Report on Form 10-K as filed with the Securities and
Exchange Commission for the year ended December 31, 1995 for discussion of cash
receipts from financial aid programs, nature of capital additions, seasonality
of revenues, components of income statement captions, interest payments on cash
invested with ITT Corporation ("ITT") and other matters.
The Company records its revenues as students attend class. Due to the two week
vacations in June and December, the first and third quarters include 13 weeks of
revenue and the second and fourth quarters include 11 weeks of revenue. The
Company's incurrence of costs, however, is generally not affected by the
academic schedule and such costs do not fluctuate significantly on a quarterly
basis. As a result, net income in the second and fourth quarters is
significantly less than in the first and third quarters.
Results of Operations
- ---------------------
Revenues increased $9.1 million, or 16.3%, to $65.1 million in the three months
ended September 30, 1996 from $56.0 million in the three months ended September
30, 1995. Revenues increased $21.6 million, or 14.2%, to $173.8 million in the
nine months ended September 30, 1996 from $152.2 million in the nine months
ended September 30, 1995. These increases are primarily due to a 5% increase in
tuition rates in September 1995, an increase in the number of first-time
students beginning classes in March, June and September 1996 as discussed below,
increased total student enrollment as discussed below, and a change in the mix
of students to higher tuition rate courses (i.e., bachelor's degree and
computer-aided drafting technology programs).
The total number of first-time and re-entering students beginning classes in
1996 and 1995 may be shown as follows:
Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
Percentage Percentage
1996 1995 Increase 1996 1995 Increase
---- ---- ---------- ---- ---- ----------
First-time students 7,271 6,290 15.6 16,752 13,948 20.1
Re-entering students 880 844 4.3 2,192 1,974 11.0
----- ----- ---- ------ ------ ----
Total new students 8,151 7,134 14.3 18,944 15,922 19.0
===== ===== ==== ====== ====== ====
The total student enrollment on September 30, 1996 was 23,971, compared to
21,863 students on September 30, 1995, an increase of 9.6%.
Cost of educational services increased $3.7 million, or 11.0%, to $37.3 million
in the three months ended September 30, 1996 from $33.6 million in the three
months ended September 30, 1995. Cost of educational services increased $8.6
million, or 8.9%, to $105.9 million in the nine months ended September 30, 1996
from $97.3 million in the nine months ended September 30, 1995. These increases
are principally a result of costs required to service the increased enrollment,
normal inflationary cost increases for wages, rent and other costs of services,
and increased costs at new technical institutes (two opened in September 1995,
two in March 1996, and one in September 1996). Cost of educational services
decreased as a percentage of revenue in the three and nine months ended
September 30, 1996 from the respective periods in 1995 primarily because of
greater revenues being spread over the fixed portion of cost of educational
services.
Student services and administrative expenses increased $2.9 million, or 19.5%,
to $17.8 million in the three months ended September 30, 1996 from $14.9 million
in the three months ended September 30, 1995. Student services and
administrative expenses increased $8.2 million, or 19.1%, to $51.2 million in
the nine months ended September 30, 1996 from $43.0 million in the nine months
ended September 30, 1995. To address the relatively soft market for new student
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enrollment, the Company increased its media advertising expenses in the three
and nine months ended September 30, 1996 by approximately 31% and 30%,
respectively, over the same expenses incurred in the three and nine months ended
September 30, 1995, respectively. Student services and administrative expenses
also increased as a result of normal inflationary cost increases for wages and
media advertising.
The Company incurs operating losses when opening new institutes. Five new
institutes were opened in 1993, six in 1994, two in 1995 and three in the first
nine months of 1996. A new institute typically is open for approximately 24
months before it experiences a profit. The revenues and expenses of these
institutes are included in the respective captions in the consolidated statement
of income. The amount of operating losses (pre-tax) during the three and nine
months ended September 30, 1996 for institutes open less than 24 months were
$1.2 million and $4.9 million, respectively, compared to $1.5 million and $5.9
million for the three and nine months ended September 30, 1995, respectively.
Operating income increased $2.4 million, or 31.6%, to $10.0 million in the three
months ended September 30, 1996 from $7.6 million in the three months ended
September 30, 1995. Operating income increased $4.9 million, or 41.2%, to $16.8
million in the nine months ended September 30, 1996 from $11.9 million in the
nine months ended September 30, 1995. These increases are primarily due to the
control of costs and the reduction of operating losses of new institutes (i.e.,
11 institutes in the first 24 months of operation in the nine months ended
September 30, 1996 compared to 13 in the nine months ended September 30, 1995).
The operating margin increased to 9.6% of revenues in the nine months ended
September 30, 1996, up from 7.8% in the nine months ended September 30, 1995.
Interest income in the three months ended September 30, 1996 decreased $0.4
million from the three months ended September 30, 1995 because of a reduction in
the interest rate earned on the cash invested by the Company with ITT (i.e.,
5.5% in the three months ended September 30, 1996 compared to 7.5% in the three
months ended September 30, 1995). Interest income decreased $0.5 million, or
14.7%, to $2.9 million in the nine months ended September 30, 1996 from $3.4
million in the nine months ended September 30, 1995 because of the reduction in
interest rate discussed above, that was offset by an increase because of a non-
recurring interest expense of $250,000 related to a previously recorded
liability for a state tax assessment recorded in the three months ended June 30,
1995.
Financial Condition, Liquidity and Capital Resources
- ----------------------------------------------------
Due to the seasonal pattern of enrollments and the receipt of tuition payments,
comparisons of financial position and cash generated from operations should be
made both to the end of the previous year and to the corresponding period during
the previous year.
Net cash provided by operating activities increased $3.7 million to $15.8
million in the three months ended September 30, 1996 compared to $12.1 million
in the three months ended September 30, 1995. Net cash provided by operating
activities decreased $0.4 million to $17.4 million in the nine months ended
September 30, 1996 compared to $17.8 million in the nine months ended September
30, 1995. This decrease is primarily due to the July 1995 federal regulation
that changes the timing of receipt of federal financial aid to later dates in
1996 than 1995 and its impact on accounts receivable and deferred tuition
revenue. The Company received $8.4 million of cash on October 7, 1996 pursuant
to the July 1995 federal regulation. This amount would have been received in
September 1996 pursuant to the previous regulations.
Capital expenditures were $2.4 million in the three months ended September 30,
1996 compared to $3.3 million in the three months ended September 30, 1995.
Capital expenditures were $5.3 million in the nine months ended September 30,
1996 compared to $5.9 million in the nine months ended September 30, 1995. The
Company expects that the capital additions for the full 1996 year will be
approximately $9.0 million or a $0.5 million increase over 1995.
-8-
The capital additions for a new technical institute are approximately $0.4
million and the capital additions for each new curriculum at an existing
institute are approximately $0.2 million. The Company anticipates that its
planned capital additions can be funded through cash flows from operations.
Cash flows from operations on a long-term basis are highly dependent upon the
receipt of funds from federal financial aid programs and the amount of funds
spent on new technical institutes, curricula additions at existing institutes
and possible acquisitions.
Management, based on the advice of counsel, believes that it is probable that it
will prevail in its appeal in Eldredge, et al. v. ITT Educational Services,
Inc., et al. (the "Eldredge Case"), thus no provision for the awards in that
case has been made. If the Company's appeal of the judgment in the Eldredge Case
is unsuccessful, a charge to earnings would be taken at that time in the amount
of the awards, including the general and exemplary damages assessed against the
Company, the plaintiffs' reasonable attorney's fees and costs, and the
prejudgment and post-judgment interest assessed thereon.
Factors That May Affect Future Results
- --------------------------------------
This report contains certain forward looking statements that involve a number of
risks and uncertainties. Among the factors that could cause actual results to
differ materially are the following: business conditions and growth in the
postsecondary education industry and in the general economy; changes in federal
and state governmental regulations with respect to education and accreditation
standards, or the interpretation or enforcement thereof, including, but not
limited to, the level of government funding for, and the Company's eligibility
to participate in, student financial aid programs utilized by the Company's
students; the results of the Company's appeal in Eldredge, et al. v. ITT
Educational Services, Inc., et al.; effects of any change in ownership of the
Company resulting in a change in control of the Company, including, but not
limited to, the consequences of such changes on the accreditation and federal
and state regulation of the institutes; receptivity of students and employers to
the Company's existing program offerings and new curricula; loss of lender
access to the Company's students for student loans; and a substantial increase
in the shares of Common Stock available for sale in the market if ITT divests
some or all of its Common Stock holdings.
-9-
PART II
ITEM 1. LEGAL PROCEEDINGS.
The Company is subject to litigation in the ordinary course of its business.
Among the legal actions currently pending is Eldredge, et al. v. ITT Educational
Services, Inc., et al. (Civil Action No. 689376) (the "Eldredge Case"). As
reported in the Company's Report on Form 10-Q for the quarter ended June 30,
1996, this action was filed on June 8, 1995 in the Superior Court of San Diego
County in San Diego, California by seven graduates of the San Diego ITT
Technical Institute. The jury recently rendered a verdict against the Company
and ITT Corporation in this action. General damages of approximately $0.2
million were assessed against the Company and ITT Corporation, jointly.
Exemplary damages of $2.6 million and $4.0 million were assessed against the
Company and ITT Corporation, respectively. Prejudgment interest was assessed on
the general damages award, and post-judgment interest was assessed on the entire
award. It is also anticipated that the judge will award the plaintiffs
reasonable attorney's fees and costs. The plaintiffs' other claims of statutory
violations by the Company have been dismissed. The Company intends to take all
actions available to seek to overturn the awards and to appeal the decision.
Although the Company is optimistic that it may be able to reverse or reduce the
verdict, there can be no assurance thereof. Management, based on the advice of
counsel, believes that it is probable that it will prevail in its appeal, thus
no provision (other than the Company's legal expenses) for these awards has been
made. If the Company's appeal of the judgment in the Eldredge Case is
unsuccessful, a charge to earnings would be taken at that time in the amount of
the awards, including the general and exemplary damages assessed against the
Company, the plaintiffs' reasonable attorney's fees and costs, and the
prejudgment and post-judgment interest assessed thereon. In addition, other
legal proceedings may result by other persons alleging similar claims of
misrepresentation and violations of certain statutory provisions of the
California Education Code (commonly known as the Maxine Waters Act).
While there can be no assurances as to the ultimate outcome of any litigation
involving the Company, management does not believe any other pending legal
proceeding will result in a judgment or settlement that will have, after taking
into account the Company's existing provisions for such liabilities, a material
adverse effect on the Company's financial position, results of operations or
cash flows. Certain litigation may, however, subject the affected ITT Technical
Institute to additional regulatory scrutiny.
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.
No reports on Form 8-K were filed during the quarter ended September 30, 1996.
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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.
ITT EDUCATIONAL SERVICES, INC.
Date: November 12, 1996
By: /s/ Gene A. Baugh
-----------------------------------------------
GENE A. BAUGH
Senior Vice President, Treasurer and Controller
(Principal Financial Officer)
INDEX TO EXHIBITS
Exhibit
No. Description
- --------------------------------------------------------------------------------
11 Statement re Computation of Per Share Earnings...................
27 Financial Data Schedule..........................................
- ----------------------
S - 2