-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JTRiFfsT6z9GIyFeL20DS9LwVqTgjOeun1VTf1nm1Vy8lqgjo8yWRzXLQCcr7N+q GqD/tOdELN/d6HKVdE93nw== 0000950128-97-000747.txt : 19970514 0000950128-97-000747.hdr.sgml : 19970514 ACCESSION NUMBER: 0000950128-97-000747 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970513 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDUCATION MANAGEMENT CORPORATION CENTRAL INDEX KEY: 0000880059 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 251119571 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-21363 FILM NUMBER: 97602608 BUSINESS ADDRESS: STREET 1: 300 SIXTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4125620900 MAIL ADDRESS: STREET 1: 300 SIXTH AVE CITY: PITTSBURGH STATE: PA ZIP: 15222 10-Q 1 EDUCATION MANAGEMENT CORP. 1 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 EXCHANGE ACT OF 1934 For the quarterly period ending: March 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-21363 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, PENNSYLVANIA 15222 (Address of principal executive offices, including zip code) (412) 562-0900 (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. [X] Yes [ ] No SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK As of March 31, 1997 Common Stock: 14,391,051 Shares 2 INDEX
PART I -- FINANCIAL INFORMATION PAGE ---- Item 1. Financial Statements..................................................................................3-8 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition................................................................9-12 PART II -- OTHER INFORMATION Item 1. Legal Proceedings......................................................................................13 Item 2. Changes in Securities..................................................................................13 Item 3. Defaults Upon Senior Securities........................................................................13 Item 4. Submission of Matters to a Vote of Security Holders....................................................13 Item 5. Other Information......................................................................................13 Item 6. Exhibits and Reports on Form 8-K.......................................................................13 SIGNATURES ......................................................................................................14
3 PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS EDUCATION MANAGEMENT CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS)
MARCH 31, JUNE 30, MARCH 31, ASSETS 1996 1996 1997 - ------ ---- ---- ---- (Unaudited) (Unaudited) CURRENT ASSETS: Cash and cash equivalents $ 2,077 $ 26,162 $ 11,592 Restricted cash 4,144 1,237 1,958 -------- -------- -------- Total cash and cash equivalents 6,221 27,399 13,550 Receivables: Trade, net of allowances 5,413 5,680 7,683 Notes, advances and other 2,418 2,492 4,398 Inventories 1,139 1,271 1,541 Other current assets 3,804 3,016 4,289 -------- -------- -------- Total current assets 18,995 39,858 31,461 -------- -------- -------- PROPERTY AND EQUIPMENT, NET 40,005 41,174 49,179 OTHER ASSETS 5,187 5,837 6,525 GOODWILL, NET OF AMORTIZATION 14,638 14,543 18,580 -------- -------- -------- $ 78,825 $101,412 $105,745 -------- -------- -------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of long-term debt $ 5,176 $ 3,890 $ 3,551 Accounts payable 1,299 4,776 1,691 Accrued liabilities 8,549 7,355 10,683 Advance payments 24,916 11,243 26,902 -------- -------- -------- Total current liabilities 39,940 27,264 42,827 -------- -------- -------- LONG-TERM DEBT, LESS CURRENT PORTION 28,344 62,029 4,418 DEFERRED INCOME TAXES AND OTHER LONG-TERM LIABILITIES 2,264 2,463 2,505 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY: Capital stock: Preferred stock, Series A, at paid-in value 22,075 22,075 -- Common stock 1 1 15 Warrants outstanding 7,683 7,683 -- Additional paid-in capital 19,628 19,742 87,497 Deferred compensation related to ESOP (1,593) -- -- Treasury stock (99) (99) (354) Stock subscriptions receivable (447) (442) (171) Accumulated deficit (38,971) (39,304) (30,992) -------- -------- -------- TOTAL SHAREHOLDERS' EQUITY 8,277 9,656 55,995 -------- -------- -------- $ 78,825 $101,412 $105,745 -------- -------- --------
The accompanying notes to consolidated financial statements are an integral part of these statements. -3- 4 EDUCATION MANAGEMENT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED NINE MONTHS ENDED MARCH 31, MARCH 31, 1996 1997 1996 1997 ---- ---- ---- ---- (unaudited) (unaudited) NET REVENUES $ 39,637 $ 50,696 $ 110,605 $ 136,120 COSTS AND EXPENSES: Educational services 25,364 32,346 72,109 87,320 General and administrative 8,651 11,409 23,778 30,562 Amortization of intangibles 265 540 795 1,533 ESOP expense 239 -- 715 -- ----------- ----------- ----------- ----------- 34,519 44,295 97,397 119,415 ----------- ----------- ----------- ----------- INCOME BEFORE INTEREST AND TAXES 5,118 6,401 13,208 16,705 Interest expense, net 879 96 2,688 1,647 ----------- ----------- ----------- ----------- INCOME BEFORE INCOME TAXES 4,239 6,305 10,520 15,058 Provision for income taxes 1,571 2,650 3,902 6,329 ----------- ----------- ----------- ----------- INCOME BEFORE EXTRAORDINARY ITEM 2,668 3,655 6,618 8,729 Extraordinary loss on early extinguishment of debt -- -- 926 -- ----------- ----------- ----------- ----------- NET INCOME $ 2,668 $ 3,655 $ 5,692 $ 8,729 ----------- ----------- ----------- ----------- EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE PRIMARY INCOME BEFORE EXTRAORDINARY ITEM $ .21 $ .25 $ .48 $ .65 ----------- ----------- ----------- ----------- NET INCOME $ .21 $ .25 $ .39 $ .65 ----------- ----------- ----------- ----------- ASSUMING FULL DILUTION INCOME BEFORE EXTRAORDINARY ITEM $ .18 $ .25 $ .42 $ .65 ----------- ----------- ----------- ----------- NET INCOME $ .18 $ .25 $ .34 $ .65 ----------- ----------- ----------- ----------- WEIGHTED AVERAGE SHARES OUTSTANDING (FULLY DILUTED) 11,879,674 14,765,530 11,874,317 13,304,743 ----------- ----------- ----------- -----------
The accompanying notes to consolidated financial statements are an integral part of these statements. -4- 5 EDUCATION MANAGEMENT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS)
NINE MONTHS ENDED MARCH 31, 1996 1997 ---- ---- (unaudited) (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: NET INCOME $ 5,692 $ 8,729 ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH FLOWS FROM OPERATING ACTIVITIES- Depreciation and amortization 6,369 9,120 ESOP expense 715 -- Vesting of compensatory stock options 348 375 Changes in current assets and liabilities- Restricted cash 3,359 (721) Receivables (417) (3,890) Inventories (147) (269) Other current assets (2,171) (1,268) Accounts payable (5,457) (3,085) Accrued liabilities 161 3,369 Advance payments 11,753 15,658 -------- -------- Total adjustments 14,513 19,289 -------- -------- Net cash flows from operating activities 20,205 28,018 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of subsidiaries (450) (9,753) Expenditures for property and equipment (11,112) (12,089) Other items, net (1,184) (175) -------- -------- Net cash flows from investing activities (12,746) (22,017) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from public stock offering, net -- 44,969 Principal payments on debt, net (36,290) (57,950) Dividends paid to ESOP (1,126) (83) Capital stock transactions, net (86) (7,507) -------- -------- Net cash flows from financing activities (37,502) (20,571) -------- -------- NET CHANGE IN CASH AND CASH EQUIVALENTS (30,043) (14,570) -------- -------- CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 32,120 26,162 -------- -------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,077 $ 11,592 -------- -------- SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the period for: Interest $ 2,829 $ 1,975 Income taxes $ 2,098 $ 4,766
The accompanying notes to consolidated financial statements are an integral part of these statements. 5 6 EDUCATION MANAGEMENT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. The interim consolidated financial statements consist of the accounts of Education Management Corporation (the "Company") and its wholly owned subsidiaries, which include The Art Institutes International ("AII"), The New York Restaurant School ("NYRS"), The National Center for Paralegal Training ("NCPT") and The National Center for Professional Development ("NCPD"). The Company's schools offer associate's and bachelor'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 nearly 35 years. Unless otherwise noted, references to the years 1996 and 1997 refer to the periods ended March 31, 1996 and 1997, respectively. The results of operations for the three and nine-month periods ended March 31, 1996 and 1997 are not necessarily indicative of the results to be expected for fiscal 1997. 2. The interim consolidated financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended June 30, 1996 included in the Company's Registration Statement on Form S-1 as filed with the Securities and Exchange Commission on August 19, 1996 and the amendments thereto. The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures for complete financial statements. This financial information reflects all adjustments, consisting only of normal recurring adjustments, that are, in the opinion of management, necessary to present fairly the financial condition and results of operations for the interim periods presented. Fiscal year 1997 interim financial information was reviewed by Arthur Andersen LLP as set forth in their report included in this document. The 1996 interim financial information was not reviewed by the Company's independent accountants in accordance with the standards established for such reviews. 3. On November 5, 1996, the Company completed the initial public offering (the "Offering") of 5,073,600 shares of its Common Stock, $.01 par value (the "Common Stock"), including 1,701,391 shares sold by certain shareholders, at a price of $15 per share. Since that date, the authorized capital stock of the Company has consisted of the Common Stock and Preferred Stock, $.01 par value (the "Preferred Stock"). From 1989 until immediately prior to the completion of the Offering, the Company's outstanding capital stock consisted of Class A Common Stock, $.0001 par value ("Class A Stock"), Class B Common Stock, $.0001 par value ("Class B Stock"), and Series A 10.19% Convertible Preferred Stock, $.0001 par value (the "Series A Preferred Stock"). All the outstanding shares of Series A Preferred Stock were owned by the Education Management Corporation Employee Stock Ownership Plan and Trust (the "ESOP"). In addition, warrants to purchase shares of Class B Stock were outstanding. Immediately prior to the completion of the Offering, the following occurred: (i) the warrants to purchase 5,956,079 shares of Class B Stock were exercised, (ii) the ESOP converted all the outstanding shares of Series A Preferred Stock into 2,249,954 shares of Class A Stock, (iii) the Company's Articles of Incorporation were amended and restated to authorize the Common Stock and Preferred Stock, and (iv) all outstanding shares of Class A Stock and Class B Stock (including the shares resulting from the exercise of the warrants and the conversion of the Series A Preferred Stock) were reclassified into shares of Common Stock on a one-for-two basis (also referred to as a one-for-two reverse stock split). For the purpose of presenting comparable financial information in this report for 1996 and 1997, the per share amounts, the number of shares of Class A Stock and Class B Stock, the conversion ratio for the Series A Preferred Stock and the exercise price for the warrants have been restated to reflect the one-for-two reverse stock split. -6- 7 4. In the Offering, the Company received total net proceeds, after deduction of expenses and underwriting discounts payable by the Company, of approximately $45 million. On the date the Offering closed, $38.5 million of those proceeds were used to repay the outstanding indebtedness under the Company's amended and restated credit facility dated March 16, 1995 (the "Revolving Credit Agreement"). The remaining proceeds were used for general corporate purposes. 5. The Company provides an ESOP for certain of its employees. In connection with establishing the ESOP, the borrowings under a senior term loan financing ("ESOP Term Loan") were loaned to the ESOP on the same terms. This loan was recorded as "deferred compensation related to ESOP" and is shown as a reduction in shareholders' equity in the accompanying consolidated financial statements. As the ESOP Term Loan was repaid, shares were released from pledge and allocated to ESOP participants' accounts. ESOP expense primarily represents the difference between the cost of shares released to ESOP participants' accounts and the dividends used by the ESOP for principal and interest repayment on its loan. The dividends paid to the ESOP on the Series A Preferred Stock were used by the ESOP trustee to pay the Company principal and interest due on the ESOP's loan from the Company. As of June 30, 1996, the ESOP term loan was repaid, as was the loan due from the ESOP to the Company. There will be no future ESOP expense attributable to the repayment of this loan. 6. Effective August 1, 1996, the Company acquired certain net assets of NYRS for $9.5 million in cash. The Company acquired principally accounts receivable, property and equipment, certain contracts and student agreements, curriculum, trade names, goodwill and certain other assets. The allocation of final values among those assets will be determined based upon the resolution of certain pre-acquisition contingencies. In December 1996, the Company received the necessary regulatory approvals for the acquisition of NYRS. On January 30, 1997 the company acquired the assets of Lowthian College, located in Minneapolis, Minnesota for $200,000 in cash and approximately $200,000 of assumed liabilities. The company acquired principally, accounts receivable, equipment, certain contracts and student agreements, goodwill and certain other assets. This acquisition was subject to certain regulatory approvals, the last approval was received in April 1997. The school was renamed the Art Institute of Minnesota (AIM). 7. On August 9, 1996, the Company redeemed 75,000 shares of Series A Preferred Stock from the ESOP at $101.43 per share, plus accrued and unpaid dividends. The redemption was funded through borrowings of $7.6 million under the Revolving Credit Agreement. 8. Pursuant to a Preferred Share Purchase Rights Plan (the "Rights Plan") approved by the Company's Board of Directors, which became effective upon the consummation of the Offering, one Preferred Share Purchase Right (a "Right") is associated with each outstanding share of Common Stock. Each Right entitles its holder to buy one one-hundredth of a share of Series A Junior Participating Preferred Stock, $.01 par value, at an exercise price of $50, subject to adjustment (the "Purchase Price"). The Rights Plan is not subject to shareholder approval. The Rights will become exercisable following a public announcement of a person or group of persons (an "Acquiring Person") acquiring or intending to make a tender offer for 17.5% or more of the outstanding shares of Common Stock. If an Acquiring Person acquires 17.5% or more of the Common Stock, each Right will entitle the shareholders, except the Acquiring Person, to acquire upon exercise a number of shares of Common Stock having a market value of two times the Purchase Price. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group of persons becomes an Acquiring Person, each Right will entitle its holder to purchase, at the Purchase Price, that number of shares of the acquiring company having a market value of two times the Purchase Price. The Rights will expire on the tenth anniversary of the closing of the Offering and are subject to redemption by the Company at $.01 per Right, subject to adjustment. -7- 8 9. In connection with the Offering, the Company, granted options to purchase up to 623,000 shares of Common Stock to Company management and non-employee directors. These options were granted effective with the date of the Offering at the initial offering price of $15.00 and are subject to certain vesting and other requirements. 10. Reconciliation of Income Available for Common Shareholders
Dollars in thousands, except for share data THREE MONTHS ENDED NINE MONTHS ENDED MARCH 31, MARCH 31, 1996 1997 1996 1997 ---- ---- ---- ---- INCOME BEFORE EXTRAORDINARY ITEM $2,668 $3,655 $6,618 $8,729 Dividends paid on Series A Preferred Stock (562) -- (1,688) -- Redemption premium on Series A Preferred Stock -- -- -- (107) ------- ------- ------- ------- INCOME BEFORE EXTRAORDINARY ITEM AVAILABLE TO COMMON SHAREHOLDERS ASSUMING FULL DILUTION 2,106 3,655 4,930 8,622 Dividends paid on Series A Preferred Stock -- -- -- (83) Dividends accruable, but not paid on Series A -- -- -- (296) Preferred Stock ------- ------- ------- ------- INCOME BEFORE EXTRAORDINARY ITEM AVAILABLE TO COMMON SHAREHOLDERS $2,106 $3,655 $4,930 $8,243 ====== ====== ====== ====== WEIGHTED AVERAGE SHARES FOR PRIMARY EARNINGS PER SHARE 10,175,806 14,748,663 10,170,449 12,706,213 ---------- ---------- ---------- ----------
11. In February 1997, the Financial Accounting Standards Board issued Financial Accounting Standard #128 ("FAS #128"), addressing earnings per Share ("EPS"). FAS #128 changes the methodology of calculating EPS and renames the two calculations, Basic (currently Primary) and Diluted (currently Fully Diluted) Earnings per Share. The calculations differ by eliminating any common stock equivalents (such as stock options, warrants and convertible Preferred Stock) from Basic Earnings per Share and changes certain calculations when computing Diluted Earnings per Share. FAS #128 is effective for reporting periods ending after December 15, 1997, early adoption is prohibited. However, if FAS #128 were in effect, the new EPS calculations would be as follows:
THREE MONTHS ENDED NINE MONTHS ENDED MARCH 31, MARCH 31, 1996 1997 1996 1997 ---- ---- ---- ---- BASIC INCOME BEFORE EXTRAORDINARY ITEM $ .30 $ .25 $ .71 $ .74 NET INCOME $ .30 $ .25 $ .58 $ .74 DILUTED INCOME BEFORE EXTRAORDINARY ITEM $ .18 $ .25 $ .42 $ .65 NET INCOME $ .18 $ .25 $ .34 $ .65 AVERAGE SHARES OUTSTANDING BASIC 6,918,018 14,389,343 6,912,661 11,117,102 --------- ---------- --------- ---------- DILUTED 11,879,674 14,748,633 11,840,138 13,287,647 ---------- ---------- ---------- ----------
-8- 9 PART I - FINANCIAL INFORMATION ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION The following discussion of the Company's results of operations and financial condition should be read in conjunction with the interim consolidated financial statements of the Company and the notes thereto. RESULTS OF OPERATIONS For the three months ended March 31, 1997 compared to the three months ended March 31, 1996: Net revenues increased by 27.9% to $50.7 million in 1997 from $39.6 million in 1996 due primarily to a 21.5% increase in student enrollments at company-owned schools, accompanied by a average 5.5% tuition price increase at company owned schools in the fall quarter of 1997. Total student enrollment at the Company's schools increased from 12,964 in 1996 to 15,746 in 1997, including growth of approximately 10.1% at the schools that have been operated by the Company for 24 months or more. In November 1995, two schools were acquired and renamed The Illinois Institute of Art at Chicago and The Illinois Institute of Art at Schaumburg. A new school, The Art Institute of Phoenix, commenced classes in January 1996, The New York Restaurant School (NYRS) was acquired in August 1996 and Lowthian College in Minneapolis, Minnesota (AIM) was acquired in January 1997. Educational services expense increased by $6.9 million, or 27.5%, to $32.3 million in 1997 from $25.4 million in 1996. The increase was primarily the result of the additional costs required to service higher student enrollments at The Art Institutes, the addition of NYRS and AIM, and normal inflationary cost increases for wages and other services. Educational services expense as a percentage of revenue for these new schools is significantly higher than the overall consolidated percentage. Educational services expense in the third quarter of fiscal 1997 was 63.8% of net revenues, compared to 64.0% in the same period last year. General and administrative expense increased by $2.7 million, or 31.9%, to $11.4 million in 1997 from $8.7 million in 1996 primarily because of higher marketing and student admissions expense, including the addition of approximately $900,000 of such expenses at the five new schools, and normal inflationary cost increases for wages and media advertising. As a result of the above factors, general and administrative expense as a percent of revenue increased to 22.5% in the third quarter of fiscal 1997, compared to 21.8% in the same period last year. Amortization of intangibles increased by 103.8%, to $540,000 in 1997 from $265,000 in 1996. The increase in amortization expense primarily resulted from the acquisition of NYRS and AIM. ESOP expense was zero in 1997 compared to $239,000 in 1996 because the entire ESOP Term Loan was repaid as of June 30, 1996. Accordingly, the Company will incur no ESOP expense subsequent to June 30, 1996 resulting from the repayment of the ESOP term loan. Net interest expense decreased to $96,000 in 1997 from $879,000 in 1996. The lower interest expense was primarily attributable to a decrease in the average outstanding indebtedness from $36.1 million in 1996 to $8.5 million in 1997. The Company repaid the outstanding indebtedness under the Revolving Credit Agreement with proceeds from the Offering on November 5, 1996. The Company's effective tax rate increased from 37.1% in 1996 to 42.0% in 1997. The effective rate in fiscal 1996 was lower than the combined federal and state statutory rate due to the tax deductibility of dividends on the Series A Preferred Stock paid to the ESOP in 1996 and used for ESOP Term Loan repayment. Income before extraordinary item for the quarter increased by 37.0% to $3.7 million in 1997 from $2.7 million in 1996, primarily as a result of increased enrollment at Company-owned schools and lower interest expense, partially offset by a higher effective income tax rate. -9- 10 RESULTS OF OPERATIONS For the nine months ended March 31, 1997 compared to the nine months ended March 31, 1996: Net revenues increased by 23.1% to $136.1 million in 1997 from $110.6 million in 1996 due primarily to a 18.1% increase in average student enrollments at Company-owned schools, accompanied by an average 5.7% tuition price increase at The Art Institutes. Average starting student enrollment over the three quarters at the Company's schools increased from 12,105 in 1996 to 14,296 in 1997. In November 1995, two schools were acquired and renamed The Illinois Institute of Art at Chicago and The Illinois Institute of Art at Schaumburg. A new school, The Art Institute of Phoenix, commenced classes in January 1996, The New York Restaurant School (NYRS) was acquired in August 1996 and The Art Institute of Minnesota (AIM) was acquired in January 1997. Educational services expense increased by $15.2 million, or 21.1%, to $87.3 million in 1997 from $72.1 million in 1996. The increase was primarily the result of the additional costs required to service higher student enrollments at The Art Institutes, the addition of NYRS and AIM, and normal inflationary cost increases for wages and other services. As a percentage of net revenues, educational services expense declined from 65.2% in 1996 to 64.1% in 1997 primarily because of operating leverage associated with the increased average student enrollment during the first nine months of fiscal 1997. General and administrative expense increased by $6.8 million, or 28.6%, to $30.6 million in 1997 from $23.8 million in 1996 primarily because of higher marketing and student admissions expense, including the addition of $2.8 million of such expenses at the five new schools, and normal inflationary cost increases for wages and media advertising. As a result of the above factors, general and administrative expense as a percent of revenue increased to 22.5% for the nine-month period of fiscal 1997, compared to 21.5% in the same period last year. Amortization of intangibles increased by 88.7%, to $1.5 million in 1997 from $795,000 in 1996. The increase in amortization expense resulted from the acquisition of the two Illinois Institutes of Art, NYRS and AIM. ESOP expense was zero in 1997 compared to $715,000 in 1996 because the entire ESOP Term Loan was repaid as of June 30, 1996. Accordingly, the Company will incur no ESOP expense subsequent to June 30, 1996 resulting from the repayment of such loan. Net interest expense decreased by 38.7%, or $1.0 million, to $1.7 million in 1997 from $2.7 million in 1996. The lower interest expense was primarily attributable to an decrease in the average outstanding indebtedness from $38.6 million in 1996 to $27.3 million in 1997. The Company repaid the outstanding indebtedness under the Revolving Credit Agreement with proceeds from the Offering on November 5, 1996. The Company's effective tax rate increased from 37.1% in 1996 to 42.0% in 1997. The rate in fiscal 1996 was lower than the combined federal and state statutory rate due to the tax deductibility of dividends on the Series A Preferred Stock paid to the ESOP in 1996 and used for ESOP Term Loan repayment. Income before extraordinary item for the period increased by $2.1 million or 31.9% to $8.7 million in 1997 from $6.6 million in 1996. This increase was primarily the result of growing enrollments at Company-owned schools and lower interest expense, partially offset by a higher effective income tax rate. In October 1995, the Company prepaid in full $25 million of 13.25% subordinated notes, resulting in a $926,000 (net of tax) prepayment penalty. This loss was treated as an extraordinary item in the consolidated income statement. 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 -10- 11 quarter), 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 Art Institutes and NYRS 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. LIQUIDITY AND CAPITAL RESOURCES The Company generated positive cash flow from operating activities for the nine months ended March 31, 1996 and 1997, respectively. Cash flow from operations was $20.2 million and $28.0 million for 1996 and 1997, respectively. The Company had a $11.4 million working capital deficit as of March 31, 1997 as compared to $12.6 million of working capital as of June 30, 1996. The decrease in working capital was due primarily to $58.0 million in debt repayments under the Revolving Credit Agreement and capitalized leases. Trade accounts receivable have increased by $2.0 million from June 30, 1996. This increase is attributable to the acquisition of NYRS and AIM, accompanied by increasing enrollment at the Company's schools. Effective October 13, 1995, the Company and its lenders amended the Revolving Credit Agreement in order to increase the amount of the facility thereunder to $70.0 million and to extend its term to October 13, 2000. Borrowings under the Revolving Credit Agreement bear interest at one of three rates set forth in the Revolving Credit Agreement at the election of the Company. As of March 31, 1997, the Company was in compliance with all covenants and had $70.0 million of borrowing capacity available under the Revolving Credit Agreement. Borrowings under the Revolving Credit Agreement are used by the Company primarily to fund its capital investment program, finance acquisitions and meet working capital needs. The pattern of cash receipts is seasonal 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. Following the consummation of the Offering, $38.5 million of the net proceeds received by the Company was used to repay indebtedness under the Revolving Credit Agreement. It is expected that the Company's interest expense in periods following the Offering will be lower and will have a lesser proportionate impact on net income in comparison to periods prior to the Offering. The Company believes that cash flow from operations, supplemented from time to time by borrowings under the Revolving Credit Agreement, will provide adequate funds for ongoing operations, planned expansion of new locations, planned capital expenditures and debt service during the term of the Revolving Credit Agreement. The Company's capital expenditures were $11.1 million and $12.1 million for the nine months ended March 31, 1996 and 1997, respectively. The Company anticipates increased capital spending for 1997, principally related to the introduction and expansion of culinary and other programs, further investment in schools acquired during 1996 and 1997 and additional investment in classroom technology. The Company leases nearly all of its facilities. Future commitments on existing leases will be paid from cash provided by operating activities. CHANGES IN ACCOUNTING STANDARDS In February 1997, the Financial Accounting Standards Board issued Financial Accounting Standard #128 ("FAS #128"), addressing earnings per share ("EPS"). FAS #128 changes the methodology of calculating Earnings per Share and renames the two calculations, Basic (currently Primary) and Diluted (currently Fully Diluted) -11- 12 Earnings per Share. The calculations differ by eliminating any common stock equivalents (such as stock options, warrants and convertible preferred stock) from Basic Earnings per share and changes certain calculations when computing Diluted Earnings per Share. For the three months ended March 31, 1996, Basic EPS is $.30 per share compared to a Primary EPS of $.21 per share. This difference is related to the inclusion of Common Stock equivalents (stock options and convertible preferred stock) of 3,275,788 in the Primary EPS calculations. Such common stock equivalents are not reflected in the Basic EPS calculation. For the three months ended March 31, 1997, there is no difference between the Basic and Primary EPS calculations. This is due to the fact that the warrants and convertible Preferred Stock were converted coincident with The Offering. The unexercised stock options outstanding were not significant enough to create a difference between Basic and Primary EPS. For the nine months March 31, 1996, the impact of FAS #128 increases Basic EPS to $.71 per share compared to a Primary EPS of $.48 per share. The difference is caused by the inclusion of 3,275,788 of common stock equivalents in the Primary EPS calculations. Such common stock equivalents are not reflected in the Basic EPS calculation. For the nine months ended March 31, 1997, Basic EPS is $.74 compared to Primary EPS of $.65. This difference is a result of the warrants and convertible Preferred Stock being converted coincident with The Offering. For the three and nine month periods ending March 31, 1996 and 1997, there are no differences between Diluted and Fully Diluted EPS, since both calculations included all of the Company's dilutive common stock equivalents. -12- 13 PART II - OTHER INFORMATION Item 1. Legal Proceedings.......................................None Item 2. Changes in Securities...................................None Item 3. Defaults Upon Senior Securities.........................None Item 4. Submission of Matters to a Vote of Security Holders..................................None Item 5. Other Information On March 10, 1997, the Company's wholly owned subsidiary, The Art Institute of Los Angeles (AILA) obtained its license to operate in the State of California. In connection with AILA's startup, it entered into a twelve-year lease for a school facility in Santa Monica, California. Necessary local zoning approval was received and marketing and student recruiting activities commenced in April 1997. The school expects to begin classes sometime in the first four months of fiscal year 1998. The Company's management is saddened to report that Mr. Harvey Sanford, a Company Director died in April 1997. Mr. Sanford's term as a director was due to expire in 1999. The U.S. Department of Education recently notified post secondary educational institutions of their 1995 Draft Cohort Default Rate ("CDR") for the Federal Family Education Loan ("FFEL") program. The Draft CDR was previously called the "Prepublication" CDR. The Draft CDRs for all Company-owned schools averaged 17.2%, as compared to an average official CDR for fiscal 1994 of 18.4%. Draft CDRs are subject to revision prior to publication as official CDRs, however the Company does not anticipate that the rates will increase significantly. The Art Institute of Houston's 1995 Draft CDR is 20.3%. While The Art Institute of Houston's CDR for fiscal 1992 was under 20%, its official CDRs for 1993 and 1994 were 25.8% and 29.7%, respectively. A school, after exhausting its appeal rights, loses eligibility for its students to participate in the Federal Family Education Loan program if its official CDR is 25% or above for 3 consecutive years. (a) Exhibits: (3)(a) Amended and Restated Articles of Incorporation (1) (3)(b) Restated Bylaws (1) (4) Rights Agreement, dated October 1, 1996, between Education Management Corporation and Mellon Bank, N.A. (1) (15) Report of Independent Public Accountants (27) Financial Data Schedules (99) William M. Webster, IV Agreement - ---------- (1) The form of this document is an exhibit to the Company's registration statement on Form S-1 (Registration No. 333-10385) filed on August 19, 1996 and incorporated herein by reference. (b) Reports on Form 8-K No reports on Form 8-K were filed for the three months ended March 31, 1997. -13- 14 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: /s/ ROBERT B. KNUTSON ------------------------------------- Robert B. Knutson Chairman and Chief Executive Officer /s/ ROBERT T. MCDOWELL ------------------------------------- Robert T. McDowell Senior Vice President and Chief Financial Officer -14- EX-15 2 EDUCATION MANAGEMENT CORP. 1 EXHIBIT 15 ARTHUR ANDERSEN LLP LETTERHEAD REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Education Management Corporation and Subsidiaries: We have reviewed the accompanying consolidated balance sheet of Education Management Corporation (a Pennsylvania corporation) and Subsidiaries as of March 31, 1997, and the related consolidated statements of income for the three-month and nine-month periods then ended, and the related consolidated statement of cash flows for the nine-month period then ended. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with generally accepted accounting principles. /s/ ARTHUR ANDERSEN LLP ----------------------- Pittsburgh, Pennsylvania, April 14, 1997 EX-27 3 EDUCATION MANAGEMENT CORP.
5 1,000 9-MOS JUN-30-1997 JUL-01-1996 JUN-30-1997 13,550 0 13,733 (6,050) 4,398 31,461 93,614 (44,435) 105,745 42,827 7,969 0 0 15 55,980 105,745 136,120 136,120 87,320 119,415 0 0 1,647 15,058 6,329 8,729 0 0 0 8,729 .65 .65
EX-99 4 EDUCATION MANAGEMENT CORP. 1 Exhibit 99 AGREEMENT April 30, 1997 The parties to this Agreement (this "Agreement") are William M. Webster, IV ("Mr. Webster") and Education Management Corporation, a Pennsylvania corporation (the "Company"). The parties, intending to be legally bound hereby, agree as follows: 1. Resignation from Employment. Effective as of the end of business on April 30, 1997 (the "Separation Date"), Mr. Webster resigns from his employment with the Company and its direct and indirect subsidiaries. 2. Benefits Upon Separation. In connection with the termination of his employment, Mr. Webster shall be entitled to the following: (a) Mr. Webster shall be entitled to receive payment in full promptly after the Separation Date of his base salary accrued as of the Separation Date but not theretofore paid, together with reimbursement for any previously unreimbursed Company expenses (subject to presentation of adequate supporting documentation therefor and compliance with other Company policies regarding expense reimbursement). (b) All of Mr. Webster's benefits, to the extent accrued and vested through but not after the Separation Date, under the Company's 401(k) Plan and Employee Stock Ownership Plan (ESOP) shall be paid to Mr. Webster in accordance with the terms of such plans. (c) Mr. Webster shall be entitled to continuation of medical benefits at his expense to the extent required under COBRA. 2 (d) Mr. Webster shall be entitled to participate in the Company's Employee Stock Purchase Plan through the Separation Date, in accordance with the terms of that plan. (e) Mr. Webster shall be entitled to the stock option rights set forth in Section 3 hereof. (f) Mr. Webster shall continue to be entitled to the benefits of the indemnification provisions applicable to officers of the Company under the Company's By-laws. (g) The Company shall pay Mr. Webster a non-accountable expense reimbursement of $20,000 for relocation expenses that Mr. Webster expects to incur in connection with the sale of his residence in Pittsburgh, such expense reimbursement to be paid within 30 days of the date of this Agreement. Except as expressly provided above, Mr. Webster waives any compensation, benefits or rights that may have accrued in his capacity as an employee or otherwise prior to the date of this Agreement and shall not be entitled to receive any salary or benefits or participate in any compensation plans, programs or arrangements of the Company after the Separation Date (other than for the consulting fees and expense reimbursement set forth in Section 4). 3. Certain Stock Option Rights. Mr. Webster and the Company are parties to a Nonqualified Stock Option Agreement, dated as of May 2, 1996 (the "Option Agreement"), under which Mr. Webster was granted stock options in respect of an aggregate of 75,000 shares of the Company's Common Stock at an exercise price of $11.00 per share, which stock options (i) were vested as of the date of grant in respect of 18,750 shares of Common Stock (the "1996 Vested Options"), (ii) were scheduled to vest as of May 1, 1997 in respect of 14,063 shares of Common Stock (the "1997 Vesting Options") and (iii) were scheduled to vest as of May 1 of 1998, 1999 and 2000 in respect of an aggregate of 42,187 shares of Common Stock (the "Later Vesting Options"). The share numbers and exercise prices in the foregoing sentence reflect the 2 3 adjustments in the Option Agreement to take account of a reclassification and reverse split of the Company's common stock in November 1996. Under the terms of the Option Agreement, if Mr. Webster's employment with the Company were to terminate before May 1, 1997 as a result of his resignation, the 1997 Vesting Options and the Later Vesting Options would be forfeited by him. In the event of Mr. Webster's resignation, the 1996 Vested Options would remain exercisable for 90 days following his date of termination. The Option Agreement is hereby amended to provide for the vesting as of the date of this Agreement of the 1997 Vesting Options, subject only to the forfeiture conditions set forth below, and for the 1997 Vesting Options to be exercisable (in accordance with and subject to the terms of the Option Agreement (as amended by this Section 4)), in whole or in part, by the holder thereof only during the ninety (90)-day period beginning on the first anniversary of the Separation Date. The 1997 Vesting Options shall be forfeited immediately if, prior to his exercise thereof, (1) Mr. Webster breaches this Agreement, (2) directly or indirectly, becomes employed by, serves as a consultant or director to, acquires an ownership interest (other than a 1% or less ownership interest in a publicly traded company) in, or otherwise enters into a business relationship with, any publicly-held company engaged in the proprietary education business (other than any company identified in Schedule 3(a) to this Agreement), or any of the companies identified in Schedule 3(b) to this Agreement, or (3) becomes personally engaged, whether as a principal, advisor or otherwise, in an attempt to acquire, sell or engage in a business combination with any of the companies identified on Schedule 3(c) to this Agreement. As a condition to his exercise of the 1997 Vesting Options, Mr. Webster shall execute and deliver to the Company a written statement signed by him, representing that he has not engaged in any of the activities identified in the preceding sentence that would result in forfeiture of the 1997 Vesting Options. Except as expressly amended hereby, the Option Agreement shall remain unchanged and in full force and effect. Accordingly, as provided in the Option Agreement, the 1996 Vested Options are fully vested and may be exercised (in accordance with and subject to 3 4 the terms of the Option Agreement), in whole or in part, only during the 90-day period beginning on the Separation Date, and the Later Vesting Options shall be forfeited in their entirety as of the Separation Date. Mr. Webster acknowledges that, effective upon the Separation Date, the stock options granted to him by the Company on or about October 30, 1996 under the Education Management Corporation 1996 Stock Incentive Plan shall be forfeited in accordance with the terms of the agreement pursuant to which those options were granted. 4. Consulting and Cooperation. During the period commencing on May 1, 1997 and continuing for a period of six months thereafter, Mr. Webster shall, if requested by the Company from time to time, consult and cooperate with the Company and its representatives and otherwise assist the Company with regard to governmental affairs; provided, however, that the Company shall take reasonable measures to ensure that such obligations of Mr. Webster do not interfere with any employment opportunities or responsibilities of Mr. Webster during such period. As full compensation for the services to be provided by Mr. Webster pursuant to this Section 4, Mr. Webster shall, subject to the other provisions of this Section 4, be entitled to receive (i) six consecutive monthly payments of $16,667 each, payable on the first business day of each month, commencing in May, 1997 (except that the payment for May 1997 may be made not later than May 15, 1997), and (ii) reimbursement for any reasonable out-of-pocket expenses incurred by Mr. Webster at the request of the Company in performing his obligations under this Section 4. In the performance of services pursuant to this Section 4, Mr. Webster shall be serving as independent contractor to the Company and not as its employee. Accordingly, the Company shall not withhold any payments for taxes from Mr. Webster's consulting fee; instead, Mr. Webster shall be responsible for all applicable taxes in respect of such income. Mr. Webster shall not be empowered to execute any agreement on behalf of the Company or otherwise bind the Company. The Company shall have the right, but not the obligation, to terminate, at any time upon notice to Mr. Webster, the consulting arrangement set forth in this Section 4 if at any time during the six-month consulting period Mr. Webster (1) engages in any activity that would result in the forfeiture of the 1997 Vesting Options pursuant to Section 3 hereof, or (2) becomes 4 5 an employee, consultant, advisor or director of or to any company, whether private or public, engaged in the proprietary education business (including any of the companies identified on Schedules 3(a), (b) or (c) to this Agreement). Mr. Webster shall give notice to the Company within three days following his first engaging in any such actions that would give the Company the right to terminate the consulting arrangement as provided in the preceding sentence. Upon termination of the consulting arrangement, the Company shall be released from the obligation to make any further payments (other than expense reimbursement) under this Section 4; provided, however, that if Mr. Webster fails to give timely notice as required in the preceding sentence, the Company shall not be required to make any such payments after the date such notice was due and Mr. Webster shall promptly repay any such payments, if any, received by him from the Company after such date. 5. Non-Solicitation. For a period of two (2) years following the date of this Agreement, Mr. Webster shall not, directly or indirectly, solicit or in any manner induce or attempt to induce any employee or consultant of the Company or its direct and indirect subsidiaries to terminate his or her employment or engagement with the Company or such direct or indirect subsidiary. 6. Confidential Information. Except for an act on behalf of the Company with the express prior written consent of the Chief Executive Officer of the Company or as may be required by law, Mr. Webster shall keep confidential and shall not directly or indirectly divulge to any other person or entity at any time, or use for any purpose detrimental to the Company or for his personal gain, any of the business secrets or other information regarding the Company, its subsidiaries and their respective affiliates (including without limitation any historical or projected financial information and any corporate development plans such as the identity of any potential acquisition targets) that has not otherwise become public knowledge through no fault of Mr. Webster. Mr. Webster acknowledges that all papers, books and records of every kind and description relating to the business and affairs of the Company and its affiliates, whether or not prepared by Mr. Webster, other than his personal notes, shall remain the 5 6 sole and exclusive property of the Company, and Mr. Webster shall return them to the Company promptly following the Separation Date. 7. Remedies. The parties to this Agreement acknowledge that the remedy at law for breach of the provisions of Sections 5 or 6 would be inadequate and that, in addition to any other remedy the Company or its direct and indirect subsidiaries may have for a breach of any of those sections, the Company or such subsidiaries shall be entitled to an injunction restraining any such breach or threatened breach, without any bond or other security being required. 8. Acknowledgment and Release. Mr. Webster acknowledges that the benefits he is to receive pursuant to this Agreement shall be in full satisfaction of all claims (whether asserted or unasserted), if any, against or with respect to the Company, its subsidiaries and other affiliates, and their respective stockholders, directors, officers, employees and agents, past and present. Except for the obligations of the respective parties under this Agreement, each of Mr. Webster, on the one hand, and the Company, on the other hand, does, for himself or itself, and his or its heirs, personal representatives, successors and assigns, hereby irrevocably release, promise, quitclaim and discharge the Company, its subsidiaries and other affiliates, their respective stockholders, directors, officers, employees and agents, past and present, and the Company's predecessors, successors and attorneys, in the case of Mr. Webster, and Mr. Webster and his heirs and personal representatives, in the case of the Company, of and from any and all manner of actions, causes of action, claims, suits, debts, dues, sums of money, controversies, agreements, promises and demands whatsoever, both at law and in equity, which he now has or ever had or may in the future have, for, upon, or by reason of any matter, cause or thing whatsoever on or before the Separation Date for, on account of or arising out of any transactions or events that have occurred prior to the Separation Date. This release is for any relief no matter how called, including, but not limited to, wages, back pay, front pay, stock or other equity compensation, debt repayment, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, attorneys' fees and expenses and claims to be reinstated to employment with the Company. Mr. Webster represents that he has carefully read the foregoing 6 7 release, that he has had the opportunity to have an attorney explain to him the terms of the foregoing release, that he accepts full responsibility and consequences of his action or nonaction in this regard, that he knows and understands the content of this Agreement, that he executes this Agreement knowingly and voluntarily as his own free act and deed, that the terms of this Agreement are totally satisfactory and thoroughly understood by him, and that this Agreement was freely negotiated and entered into without fraud, duress or coercion. 9. Securities Transactions. Mr. Webster acknowledges that he has served in a key position with the Company in which he has had access to sensitive, non-public information about the Company and its operations. Mr. Webster shall conduct any and all transactions in the securities of the Company in strict compliance with all applicable securities laws. 10. Notices. Any and all notices under this Agreement shall be in writing and shall be deemed to have been duly given or made for all purposes if hand delivered, sent by a nationally recognized overnight courier or sent by telephone facsimile transmission (confirmation of receipt requested), as follows: If to the Company, to it at: 300 Sixth Avenue Pittsburgh, PA 15222 Attention: Robert B. Knutson FAX: (412) 562-0934 If to Mr. Webster, to him at: 509 Grove Street Sewickley, PA 15143 FAX: (412) 741-4371 or at such other address or telecopy number as any party specifies by notice given to the other party in accordance with this Section 10. The date of giving of or making notice shall be deemed to be the date of hand delivery, the date sent by telephone facsimile transmission, or the day after delivery to an overnight courier service. 7 8 11. Waiver. The failure of a party to this Agreement to insist on any occasion upon strict adherence to any term of this Agreement shall not be considered to be a waiver or to deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing. 12. Separability. If any provision of this Agreement shall be invalid or unenforceable, the balance of this Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. 13. Complete Agreement. This Agreement constitutes the entire understanding of the parties with respect to its subject matter, supersedes all prior agreements and understandings with respect to such subject matter, and may be terminated or amended only by a writing signed by all of the parties to this Agreement. 14. Governing Law. The provisions of this Agreement shall be governed by and construed in accordance with the law of the Commonwealth of Pennsylvania other than the conflict of law provisions of such laws. 15. Headings. The headings in this Agreement are for convenience of reference only. 16. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. EDUCATION MANAGEMENT CORPORATION By: /s/ ROBERT B. KNUTSON ------------------------------ Robert B. Knutson Chief Executive Officer /s/ WILLIAM M. WEBSTER, IV ---------------------------------- William M. Webster, IV 8 -----END PRIVACY-ENHANCED MESSAGE-----