-----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, VepFRlYhzJ5evp3t74U0DtijXqfzy6HdRFqS8czx3tvhz6tMuSzrbBe7E2XHcHVf C17RkyCgyXloUtGWrWGkWA== 0000928385-97-000644.txt : 19970411 0000928385-97-000644.hdr.sgml : 19970411 ACCESSION NUMBER: 0000928385-97-000644 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970128 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970410 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYLVAN LEARNING SYSTEMS INC CENTRAL INDEX KEY: 0000912766 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 521492296 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22844 FILM NUMBER: 97577722 BUSINESS ADDRESS: STREET 1: 1000 LANCASTER ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108438000 MAIL ADDRESS: STREET 1: 1000 LANCASTER ST CITY: BALTIMORE STATE: MD ZIP: 21202 8-K/A 1 FORM 8K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 1997 ------------------------- SYLVAN LEARNING SYSTEMS, INC. ------------------------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) 0-22844 ---------------------- Commission File Number Maryland 52-1492296 - -------------------------------- ------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1000 Lancaster Street Baltimore, Maryland 21202 - ---------------------------------------- ------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number: (410) 843-8000 --------------- The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Current Report on Form 8-K/A dated April 4, 1997 as set forth below. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (b) PRO FORMA FINANCIAL INFORMATION. Unaudited pro forma consolidated statement of operations for the year ended December 31, 1996. Notes to unaudited pro forma consolidated financial statement. PRO FORMA FINANCIAL INFORMATION Effective December 1, 1996, the Company acquired substantially all of the operating assets and assumed certain liabilities of Wall Street Institute International, B.V. and its commonly controlled affiliates (collectively, "WSI"). The Company and the sellers signed a definitive purchase agreement in December 1996 that provided for an effective date of the sale of December 1, 1996. The Company's control of the operations of WSI commenced at the effective date, and the Company recorded the acquisition using the purchase method of accounting on December 1, 1996. WSI is a European-based franchisor and operator of learning centers that teach the English language through a combination of computer-based and live instruction. WSI has a network of more than 170 franchised centers in operation throughout Europe and Latin America. On April 4, 1997, the Company filed a Current Report on Form 8-K/A to present the pro forma effects of the acquisition of WSI on the consolidated results of operations of the Company for the year ended December 31, 1995 and for the nine months ended September 30, 1996. The Company is filing this Current Report on Form 8-K/A to update the pro forma information for the year ended December 31, 1996. In presenting this pro forma consolidated statement of operations, the Company used the audited combined statement of income of WSI for the year ended August 31, 1996 to prepare the pro forma consolidated statement of operations of the Company for the year ended December 31, 1996. Information subsequent to August 31, 1996 through the effective date of the acquisition of December 1, 1996 was not available or practical to obtain. The Company believes that the use of this fiscal year to prepare the 1996 pro forma consolidated statement of operations does not result in the presentation of pro forma consolidated statement of operations data that is materially different than the pro forma information that would result from the use of 1996 calendar year information of WSI. This pro forma information should be read in conjunction with the notes thereto. PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE YEAR ENDED DECEMBER 31, 1996
Wall Street Institute Sylvan Learning International, B.V. Sylvan/WSI Pro Forma Systems, Inc. for the and affiliates Consolidated for the year ended for the year ended Pro Forma year ended December 31, 1996 August 31, 1996 Adjustments December 31, 1996 ---------------------- ---------------------- ----------- -------------------- (in thousands except per share data) REVENUES: Franchise royalties $ 11,160 $ 11,160 Franchise sales fees 3,184 3,184 Company-owned learning center services 18,528 18,528 Product sales 3,927 3,927 Contract learning center services 33,366 33,366 Testing services 86,951 $14,330 $(1,669)(3) 99,612 -------- ------- ------- -------- Total revenues 157,116 14,330 (1,669) 169,777 COST AND EXPENSES: Franchise services 6,532 6,532 Company-owned learning center operating expenses 16,073 16,073 Cost of product sales 2,952 2,952 Contract learning center operating expenses 29,071 29,071 Testing services expenses 71,518 10,115 794 (1) (510)(3) 81,917 General and administrative expenses 8,755 8,755 -------- ------- ------- -------- Total expenses 134,901 10,115 284 145,300 -------- ------- ------- -------- Operating income 22,215 4,215 (1,953) 24,477 Other income (expense) 1,378 52 169 (3) 1,599 -------- ------- ------- -------- Income from continuing operations before income taxes 23,593 4,267 (1,784) 26,076 Income taxes (8,850) (321) (9,171) -------- ------- ------- -------- Net income $ 14,743 $ 3,946 $(1,784) $ 16,905 ======== ======= ======= ======== PER COMMON AND COMMON EQUIVALENT SHARE (2) Net income $0.60 $0.67 ======== ======== PER COMMON SHARE, ASSUMING FULL DILUTION (2) Net income $0.60 $0.67 ======== ======== COMMON AND COMMON EQUIVALENT SHARES USED IN CALCULATION OF EARNINGS PER SHARE: Primary 23,440 24,155 ======== ======== Fully diluted 23,582 24,297 ======== ========
See notes to unaudited pro forma consolidated financial statement. NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENT (1) Adjustment to record goodwill amortization based on the estimated useful life of 25 years. (2) Effective February 1995, the company purchased The Pace Group ("PACE"). Additional contingent consideration is payable in the amount of 6.5 times PACE's earnings before interest and income taxes ("EBIT") in 1997. The earnings per share calculation for the year ended December 31, 1996 assumes additional goodwill amortization of $630,000 based on the contingent consideration which would have been paid relating to PACE's operating results for that period. (3) Adjustment to eliminate operating results for the one month period ended December 31, 1996 included in the Company's historical consolidated statement of operations for the year ended December 31, 1996. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned thereunto duly authorized. Sylvan Learning System, Inc. (Registrant) Date: April 10, 1997 /s/ B. Lee McGee ------------------------------- B. Lee McGee, Senior Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----