-----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, Weq3ayumUPvCTvOjdWt5LU/j2w6lXESucyUV7XLaE5jbU3zm2nBqDaCqMSZ5AQU5 huoM0nWc02tObFNUjiJbwg== 0001104659-03-007127.txt : 20030424 0001104659-03-007127.hdr.sgml : 20030424 20030424080203 ACCESSION NUMBER: 0001104659-03-007127 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030424 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030424 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22844 FILM NUMBER: 03661019 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 1 j9874_8k.htm 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  April 24, 2003

 

Sylvan Learning Systems, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Maryland

 

0-22844

 

52-1492296

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

1001 Fleet Street, Baltimore, Maryland  21202

(Address of Principal Executive Offices)  (ZIP Code)

 

Registrant’s telephone number, including area code: (410) 843-8000

 

1000 Lancaster Street, Baltimore, Maryland  21202

(Former Name or Former Address, if Changed Since Last Report)

 

 



 

 

Item 7.            Financial Statements and Exhibits.

 

                        (c)  Exhibits

Exhibit            Description

99.1                 Press Release issued April 24, 2003.

 

Item 9.            Regulation FD Disclosure

 

This information, furnished under this “Item 9. Regulation FD Disclosure,” is intended to be furnished under “Item 12. Disclosure of Results of Operations and Financial Condition” in accordance with SEC Release No. 33-8216.

 

Attached as Exhibit 99.1 hereto is the Registrant’s  Earnings Results for the 2003 First Quarter. This information is not being filed but rather is being furnished under Regulation FD. The Registrant has posted this Current Report on Form 8-K on its internet website at www.educate.com.

 

2



 

SIGNATURE

                        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 hereunto duly authorized.

 

SYLVAN LEARNING SYSTEMS, INC.

 

 

 

 

 

 

 

 

 

 

/s/ Sean R. Creamer

 

Name:

Sean R. Creamer

 

Title:

Senior Vice President and

 

 

Chief Financial Officer

 

Date:  April 24, 2003

 

3


EX-99.1 3 j9874_ex99d1.htm EX-99.1

Exhibit 99.1

 

Sylvan Contacts:

 

 

 

 

Sean Creamer

 

Steve Drake

 

Chris Symanoskie

Chief Financial Officer

 

Vice President, Communications

 

Manager, Investor Relations

(410) 843-8991

 

(410) 843-6295

 

(410) 843-6394

 

SYLVAN LEARNING SYSTEMS, INC. REPORTS STRONG ENROLLMENT
GROWTH AND FIRST QUARTER 2003 RESULTS

 

New Student Enrollment Increases 35% at Universidad de las Americas

 

BALTIMORE (April 24, 2003) — Sylvan Learning Systems, Inc. (NASDAQ: SLVN) today announced robust student enrollment growth and financial results for the quarter ended March 31, 2003.

 

Sylvan announces campus-based enrollment for its universities following each primary intake period.  Universidad de las Americas, the Company’s university in Chile, has its primary intake period in the first quarter.  The Company’s universities in France, Mexico, Spain and Switzerland have their primary intake periods in the third quarter. Given the frequency of enrollment periods at Sylvan’s online institutions, the Company reports online enrollment as of the end of each quarter.

 

The Company announced last month it intends to focus exclusively on post-secondary education following the sale of its K-12 business in a transaction expected to close in June 2003.

 

First quarter operational highlights of Sylvan’s post-secondary business include:

 

                  Universidad de las Americas (UDLA), one of Chile’s leading private and accredited universities, announced new student enrollment growth of 35%, which fueled a 42% increase in total student enrollment.  The number of students currently enrolled at UDLA now stands at 17,400, compared to 12,239 students at the end of the primary enrollment cycle of 2002.

 

                  UDLA announced the opening of a new campus location in Concepción, Chile’s second-largest city.  This campus is UDLA’s first outside the city of Santiago, and its fifth location overall.

 

                  Online degree enrollment at March 31, 2003 increased 20% to 15,965 students compared to 13,268 students at March 31, 2002. Online degree enrollment includes students at Walden University, National Technological University, and students enrolled in Canter’s distance learning master’s program.

 

Douglas Becker, Sylvan’s Chairman and Chief Executive Officer stated, “The strong student enrollment growth at both our campus-based and online units demonstrates the growth and enormous potential of our post-secondary business, which will be the exclusive focus of the company following the completion of the transaction.”

 



 

Financial Results

 

On March 10, 2003, Sylvan Learning Systems announced its decision to divest its K-12 business units, dissolve Sylvan Ventures, and focus exclusively on post-secondary education. The following financial discussion reflects GAAP results from continuing operations as well as the operating results and anticipated losses on the disposal of certain discontinued operations and non-strategic Sylvan Ventures assets held for sale. The financial tables included in this release reconcile GAAP results to pro forma results as if these transactions had closed January 1, 2003.

 

Given the transformational nature of these transactions, the pro forma presentation is included to provide investors meaningful information regarding the operations of Sylvan Learning Systems’ post-secondary business units excluding the projected one-time gain and various charges associated with the pending transaction.

 

Continuing Operations

 

Total revenues from continuing operations for the first quarter of 2003 were $108.7 million, an increase of 28% compared to total revenues of $84.9 million in the first quarter of 2002.  Total operating loss from continuing operations for the first quarter of 2003 was $1.9 million, compared to $1.2 million in the first quarter of 2002.  Net loss for the first quarter was $16.0 million, or $0.39 per share on shares outstanding of 40.5 million.  This compares to a net loss of $79.1 million, or $2.01 per share on shares outstanding of 39.4 million for the same period in 2002.

 

Pro forma income from continuing operations for the quarter, assuming the pending transactions had closed on January 1, 2003, and excluding any gains and charges resulting from such transactions, would have been $1.5 million or $0.04 per share (See Reconciliation — 2003 GAAP to Pro Forma Results for details).

 

Discontinued Operations & Assets Held for Sale

 

Results from discontinued operations include the operations of Sylvan Learning Center, Sylvan Education Solutions, Schulerhilfe, eSylvan, and Connections Academy. These K-12 businesses will be sold as part of the previously announced transaction, and will operate under their existing brand names as part of a private entity at the close of the transaction.  Sylvan Spain, Sylvan UK, and Sylvan France are also included in results from discontinued operations.  These assets and remaining non-strategic Ventures assets are expected to be sold within the next twelve months, likely for future contingent consideration.

 

During the first quarter, certain previously announced charges were recorded in connection with the transaction.  Specifically, the Company recorded a charge of $14.5 million to write-down the book value of the non-strategic Ventures assets currently held for sale.  In addition, a charge of $15.3 million was recorded to write-down the remaining book value of the K-12 assets in the UK, France, and Spain.  This charge is reflected as a component of the results from discontinued operations.

 



 

Consistent with previous guidance, the Company anticipates a gain in excess of $100 million from the sale of its K-12 businesses to be recorded in the quarter the transaction closes, likely the second quarter.  In connection with the closing, the Company anticipates an estimated $25 million non-cash charge stemming from the conversion of options to purchase common stock currently held by certain employees of Sylvan International Universities into options in Sylvan Learning Systems.  In addition, the exercise period for options in the Company held by employees of Sylvan’s K-12 businesses will be extended for a two-year period following the closing.  This extension will result in an additional non-cash discontinued operation charge, based on the Company’s current stock price, of less than $2.0 million.

 

Supplemental Financial Data

 

Total cash and marketable securities at the end of the quarter were approximately  $116.8 million, while total corporate debt was approximately $69.0 million, excluding the $95 million convertible debenture.  The convertible debenture could be reduced by as much as $60 million following the close of the transaction.

 

2003 Outlook

 

The Company reiterates previously issued pro forma guidance as if the pending transactions had closed January 1, 2003.  Specifically:

 

                  Company anticipates total revenue to be between $450 and $475 million for 2003.

 

                  Company anticipates its campus-based revenue to be between $345 and $365 million for 2003, an increase of more than 14% over 2002 revenues, with operating margins of between 15% and 16%.

 

                  Company anticipates its online revenue to be between $105 and $110 million for 2003, an increase of more than 40% over 2002 revenues, with operating margins of between 12% and 13% for fiscal year 2003, compared to 12% in 2002. This guidance includes forecasted operating income for Canter and Walden University, and operating losses for National Technological University (NTU).

 

                  General and administrative expenses are expected to be between $9 and $10 million for fiscal year 2003.

 

                    Diluted earnings per share from continuing operations are anticipated to be between $0.80 and $0.82 for fiscal year 2003, as if the transaction had occurred on January 1, 2003.  (See Reconciliation — 2003 GAAP to Pro Forma Results for details)

 



 

 

 

 

 

 

 

 

 

Actual

 

Full Year

 

Reconciliation — 2003 GAAP to Pro Forma Results

 

1Q2003

 

Forecast

 

(in millions, except per share)

 

 

 

 

 

(Loss) Income from Continuing Operations

 

$

(13.1

)

$

0.0 - 1.6

 

Adjustments (After Tax):

 

 

 

 

 

Non-Strategic Ventures Losses

 

10.4

 

11.4

 

Non-Cash Compensation Charges (SIU Option Conversion)

 

 

15.0

 

Pro forma Results from Core Operations

 

$

(2.7

)

$

26.4 - 28.0

 

G&A Attributable to Discontinued Operations

 

2.4

 

5.0

 

Net Interest Income

 

1.8

 

3.5

 

Pro Forma Results — 1/1/03 Transaction Close

 

$

1.5

 

$

34.9 - 36.5

 

 

 

 

 

 

 

Interest on Convertible Debentures (After Tax)

 

 

$

1.3

 

 

 

 

 

 

 

Weighted Avg. Shares Outstanding - Basic

 

40.5

 

 

Weighted Avg. Shares Outstanding - Fully Diluted

 

 

45.0- 46.0

 

 

 

 

 

 

 

Pro Forma EPS

 

$

0.04

 

$

0.80 - 0.82

 

 

About Sylvan Learning Systems

Sylvan Learning Systems, Inc. (NASDAQ: SLVN) is focused exclusively on providing a superior university experience to more than 76,000 students through a leading global network of accredited campus-based and online universities.  Addressing the rapidly growing global demand for higher education, Sylvan offers a broad range of career-oriented undergraduate and graduate programs through six universities located in Europe and Latin America.  Through accredited online universities, Sylvan offers the growing population of non-traditional, working-adult students the convenience and flexibility of distance learning to pursue undergraduate, master’s and Ph.D. degree programs in major career fields including engineering, education, business, and healthcare.

 

The Company’s K-12 businesses, including Sylvan Learning Center, Sylvan Education Solutions, Schulerhilfe, eSylvan and Connections Academy, will be sold as part of the previously announced transaction, and will operate under their existing brand names as part of a private entity at the close of the transaction.

 

Forward Looking Statements

This release includes information that could constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995.  Any such forward-looking statements may involve risk and uncertainties.  Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, the Company’s actual results could differ materially from those described in the forward-looking statements:

 

The following factors might cause such a difference:

                  The proposed transactions described in this release are subject to customary conditions and there can be no assurance that the transactions will be consummated.  Among the conditions to consummation of the transactions are regulatory approvals and consents of third parties that are outside the control of the parties.

                  The Company’s operations can be materially affected by competition in its target markets and by overall market conditions, among other factors.

                  The Company’s foreign operations, in particular, are subject to political, economic, legal, regulatory and currency-related risks.

 

Additional information regarding these risk factors and uncertainties is detailedfrom time to time in the Company’s filings with the Securities and Exchange Commission, including but not limited to our most recent Forms 10-K and 10-Q, available for viewing on our website.  (To access this information on our website, please click on “Investor Relations,” “SEC Filings”).

###

 



 

Sylvan Learning Systems, Inc. & Subsidiaries

Consolidated Statement of Operations

(Amounts in Thousands, except per share data)

 

 

 

Three Months Ended March 31,

 

 

 

2003

 

2002

 

$ Variance

 

% Variance

 

 

 

 

 

(Restated) (d)

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

UEM (Spain)

 

$

21,987

 

$

16,674

 

$

5,313

 

32

%

Hospitality (a)

 

11,566

 

3,786

 

7,780

 

>200

%

UDLA (Chile)

 

4,731

 

3,677

 

1,054

 

29

%

UVM (Mexico)

 

37,212

 

36,073

 

1,139

 

3

%

ESCE (France)

 

1,897

 

1,422

 

475

 

33

%

Wall Street Instititue

 

13,397

 

10,603

 

2,794

 

26

%

Campus Based total

 

90,790

 

72,235

 

18,555

 

26

%

 

 

 

 

 

 

 

 

 

 

Online

 

17,496

 

9,010

 

8,486

 

94

%

 

 

 

 

 

 

 

 

 

 

English Language Instruction-Spain

 

 

3,635

 

(3,635

)

N/A

 

 

 

 

 

 

 

 

 

 

 

Sylvan Ventures

 

435

 

 

435

 

N/A

 

 

 

 

 

 

 

 

 

 

 

Total Revenues

 

108,721

 

84,880

 

23,841

 

28

%

 

 

 

 

 

 

 

 

 

 

Core Operating Expenses

 

102,347

 

79,684

 

22,663

 

28

%

Venture Operating Expenses

 

1,469

 

 

1,469

 

N/A

 

Core General & Administrative Expenses

 

5,794

 

5,109

 

685

 

13

%

Venture General & Administrative Expenses

 

977

 

1,305

 

(328

)

-25

%

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

110,587

 

86,098

 

24,489

 

28

%

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

(1,866

)

(1,218

)

(648

)

53

%

 

 

 

 

 

 

 

 

 

 

Non-Operating Items

 

 

 

 

 

 

 

 

 

Interest & Other Income

 

591

 

1,383

 

(792

)

57

%

Interest Expense

 

(2,398

)

(2,002

)

(396

)

-20

%

Equity in Net Income (Loss) of Affiliates

 

66

 

(97

)

163

 

168

%

Minority Interest

 

(1,749

)

(1,343

)

(406

)

-30

%

Exchange Gain/(Loss)

 

(399

)

45

 

(444

)

<-200

%

Sylvan Ventures nonoperating

 

(15,399

)

(1,375

)

(14,024

)

<-200

%

Total Non-Operating items

 

(19,288

)

(3,389

)

(15,899

)

<-200

%

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations before income taxes and cumulative effect of change in accounting principle

 

(21,154

)

(4,607

)

(16,547

)

<-200

%

Income tax benefit (b)

 

8,012

 

2,691

 

5,321

 

198

%

Loss from continuing operations before cumulative effect of change in accounting principle

 

(13,142

)

(1,916

)

(11,226

)

<-200

%

Income from discontinued operations, net of income tax expense of $1,655 and $3,286

 

2,387

 

1,500

 

887

 

59

%

Loss on disposal of discontinued operations, net of income tax benefit of $7,425

 

(5,217

)

 

(5,217

)

N/A

 

Loss before cumulative effect of change in accounting principle

 

(15,972

)

(416

)

(15,556

)

<-200

%

Cumulative effect of change in accounting principle net of tax benefit of $7,700

 

 

(78,634

)

78,634

 

N/A

 

Net Loss

 

$

(15,972

)

$

(79,050

)

$

63,078

 

80

%

 

 

 

 

 

 

 

 

 

 

Weighted average shares — Basic

 

40,477

 

39,421

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EPS-Net Loss Basic

 

$

(0.39

)

$

(2.01

)

 

 

 

 

EPS-Loss from continuing operations before continuing effect of change in accounting principle

 

$

(0.33

)

$

(0.05

)

 

 

 

 

Less reconciling items, net of tax:

 

 

 

 

 

 

 

 

 

Sylvan Ventures losses

 

0.26

 

0.03

 

 

 

 

 

WSI-Spain operating losses

 

 

0.02

 

 

 

 

 

Adjusted results from core operations

 

(0.07

)

0.00

 

 

 

 

 

Less reconciling items, net of tax (c):

 

 

 

 

 

 

 

 

 

General and adminstrative attributable to K-12

 

0.06

 

N/A

 

 

 

 

 

Core operations — non operating

 

0.05

 

N/A

 

 

 

 

 

EPS — As if transaction happened January 1, 2003

 

$

0.04

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Operating Profit (Loss):

 

 

 

 

 

 

 

 

 

Campus Based

 

$

8,404

 

$

7,905

 

$

499

 

6

%

Online

 

(2,465

)

(1,792

)

(673

)

-38

%

English Language Instruction-Spain

 

 

(917

)

917

 

N/A

 

Sylvan Ventures

 

(2,011

)

(1,305

)

(706

)

-54

%


a)                                      Hospitality includes the operating results of Les Roches, Marbella and Glion.

b)                                     Represent blended tax rate excluding Sylvan Ventures of 28% and a tax rate for Sylvan Ventures of 40%

c)                                      Reconciling items represent adjustments as if the sale of the K-12 business units and decision to dispose of the non-Strategic venture assets occurred January 1, 2003.

d)                                     The 2002 operating results have been restated to present the K-12 business units as discontinued operations.

 


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