UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2001
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 0-25283
CORINTHIAN COLLEGES, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0717312
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
6 Hutton Centre Drive, Suite 400, Santa Ana, California
(Address of principal executive offices)
92707
(Zip Code)
(714) 427-3000
(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 [_]
At February 4, 2002, there were 21,336,402 shares of Common Stock of the
Registrant outstanding and no shares of Nonvoting Common Stock of the Registrant
outstanding.
CORINTHIAN COLLEGES, INC. AND SUBSIDIARIES
INDEX
PART I - FINANCIAL INFORMATION PAGE NO.
------------------------------ --------
Item 1. Unaudited Financial Statements
Condensed Consolidated Balance Sheets (Unaudited) at
June 30, 2001 and December 31, 2001 .......................................... 3
Condensed Consolidated Statements of Operations (Unaudited) for the
three and six months ended December 31, 2000 and 2001 ........................ 4
Condensed Consolidated Statements of Cash Flows (Unaudited) for the
six months ended December 31, 2000 and 2001 .................................. 5
Notes to Unaudited Condensed Consolidated Financial Statements ............... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations .......................................... 7
Item 3. Quantitative and Qualitative Disclosure about Market Risk .................... 11
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings. ........................................................... 11
Item 2. Changes in Securities and Use of Proceeds .................................... 11
Item 3. Defaults Upon Senior Securities. ............................................. 11
Item 4. Submission of Matters to a Vote of Security Holders .......................... 11
Item 5. Other Information ............................................................ 12
Item 6. Exhibits ..................................................................... 12
SIGNATURES ..................................................................................... 13
----------
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CORINTHIAN COLLEGES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
(Unaudited)
June 30, December 31,
2001 2001
--------- ------------
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents ...................................................................... $ 19,738 $ 14,224
Restricted cash ................................................................................ 10 10
Marketable investments ......................................................................... 9,699 32,728
Accounts receivable, net of allowance for doubtful accounts of $7,191 and $6,891 at June 30,
2001 and December 31, 2001, respectively ................................................. 24,368 23,961
Student notes receivable, net of allowance for doubtful accounts of $106 and $151 at June 30,
2001 and December 31, 2001, respectively ................................................. 577 402
Deferred income taxes .......................................................................... 4,089 3,634
Prepaid expenses and other current assets ...................................................... 9,675 11,068
-------- --------
Total current assets ....................................................................... 68,156 86,027
PROPERTY AND EQUIPMENT, net ........................................................................ 22,921 30,841
OTHER ASSETS:
Intangibles, net of accumulated amortization of $5,819 and $6,715 at June 30, 2001 and December
31, 2001, respectively ................................................................... 44,170 43,338
Student notes receivable, net of allowance for doubtful accounts of $319 and $315 at June 30,
2001 and December 31, 2001, respectively ................................................. 1,730 1,415
Deposits and other assets ...................................................................... 1,659 1,640
-------- --------
TOTAL ASSETS ............................................................................... $138,636 $163,261
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------
CURRENT LIABILITIES:
Accounts payable ............................................................................... $ 7,587 $ 7,979
Accrued compensation and related liabilities ................................................... 9,254 11,809
Accrued expenses ............................................................................... 1,305 1,507
Income tax payable ............................................................................. 1,280 2,260
Prepaid tuition ................................................................................ 7,962 10,162
Current portion of long-term debt .............................................................. 1,046 216
-------- --------
Total current liabilities .................................................................. 28,434 33,933
-------- --------
LONG-TERM DEBT, net of current portion ............................................................. 2,138 1,551
DEFERRED INCOME .................................................................................... 655 221
DEFERRED INCOME TAXES .............................................................................. 1,283 2,634
OTHER LONG-TERM LIABILITIES ........................................................................ 563 595
STOCKHOLDERS' EQUITY:
Common Stock, $0.0001 par value:
Common Stock, 40,000 shares authorized and 21,223 shares issued and
outstanding at June 30, 2001 and 80,000 shares authorized and
21,336 shares issued and outstanding at December 31, 2001.............................. 2 2
Nonvoting Common Stock, 2,500 shares authorized and 0 shares issued and outstanding at June
30, 2001 and 0 shares authorized and 0 shares issued and outstanding at December 31,
2001 .................................................................................. - -
Additional paid-in capital ..................................................................... 60,482 63,442
Retained earnings .............................................................................. 45,079 60,883
-------- --------
TOTAL STOCKHOLDERS' EQUITY ................................................................. 105,563 124,327
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ................................................. $138,636 $163,261
======== ========
The accompanying notes are an integral part of these condensed consolidated
statements.
3
CORINTHIAN COLLEGES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands except per share data)
(Unaudited)
Three Months Ended Six Months Ended
December 31, December 31,
------------ ------------
2000 2001 2000 2001
------ ------ ------ -----
NET REVENUE .................................................... $ 60,768 $ 81,565 $ 112,561 $ 155,261
--------- --------- --------- ---------
OPERATING EXPENSES:
Educational services ...................................... 31,511 43,264 59,365 83,149
General and administrative ................................ 5,514 6,972 10,069 12,980
Marketing and advertising ................................. 13,177 16,669 25,660 34,009
--------- --------- --------- ---------
Total operating expenses ............................. 50,202 66,905 95,094 130,138
--------- --------- --------- ---------
INCOME FROM OPERATIONS ......................................... 10,566 14,660 17,467 25,123
Interest (income), net .................................... (587) (356) (1,163) (776)
Other (income) ............................................ -- (612) -- (612)
--------- --------- --------- ---------
INCOME BEFORE PROVISION FOR INCOME TAXES ....................... 11,153 15,628 18,630 26,511
Provision for income taxes ................................ 4,575 6,298 7,640 10,707
--------- --------- --------- ---------
NET INCOME ..................................................... $ 6,578 $ 9,330 $ 10,990 $ 15,804
========= ========= ========= =========
Income per common share:
Basic ..................................................... $ 0.31 $ 0.44 $ 0.53 $ 0.74
========= ========= ========= =========
Diluted ................................................... $ 0.30 $ 0.42 $ 0.51 $ 0.71
========= ========= ========= =========
Weighted average number of common shares Outstanding:
Basic ..................................................... 21,120 21,280 20,910 21,256
========= ========= ========= =========
Diluted ................................................... 21,757 22,136 21,477 22,096
========= ========= ========= =========
The accompanying notes are an integral part of these condensed consolidated
statements.
4
CORINTHIAN COLLEGES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
Six Months Ended
----------------
December 31,
------------
2000 2001
----- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ................................................................................. $ 10,990 $ 15,804
Adjustments to reconcile net income to net cash
provided by (used in) operating activities--
Depreciation and amortization ....................................................... 2,177 3,083
Deferred income taxes ............................................................... (1,438) 1,806
(Gain) loss on disposal of assets ................................................... - 25
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable ................................................................ (10,551) 407
Student notes receivable ........................................................... 829 490
Prepaid expenses and other assets .................................................. (911) (1,487)
Accounts payable ................................................................... 1,156 392
Accrued expenses ................................................................... 640 1,927
Income tax payable ................................................................. 2,521 980
Prepaid tuition .................................................................... (194) 2,200
Other long term liabilities ........................................................ 240 (623)
-------- --------
Net cash provided by (used in) operating activities ................................. 5,459 25,004
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of schools, net of cash acquired ............................................... (15,199) -
Change in restricted cash .................................................................. (1,200) -
Change in marketable investments, net ...................................................... 7,563 (23,029)
Capital expenditures ....................................................................... (3,395) (10,667)
Proceeds from sale of assets ............................................................... - 805
-------- --------
Net cash provided by (used in) investing activities .................................... (12,231) (32,891)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal repayments on long-term debt ..................................................... (55) (587)
Proceeds from secondary stock offering, net ................................................ 8,821 -
Exercise of stock options, including tax benefit ........................................... 373 2,960
-------- --------
Net cash provided by (used in) financing activities .................................... 9,139 2,373
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ......................................... 2,367 (5,514)
CASH AND CASH EQUIVALENTS, beginning of period ............................................... 4,886 19,738
-------- --------
CASH AND CASH EQUIVALENTS, end of period ..................................................... $ 7,253 $ 14,224
======== ========
The accompanying notes are an integral part of these condensed consolidated
statements.
5
CORINTHIAN COLLEGES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001
Note 1 - The Company and Basis of Presentation
As of the date of this Report on Form 10-Q, Corinthian Colleges, Inc.
(the "Company") operates 58 schools in the for-profit, post-secondary education
sector. All of the Company's schools are accredited and grant either degrees
(associates, bachelor and Master of Business Administration) or diplomas and
offer educational opportunities from an extensive and diverse curricula library
with an emphasis on four primary concentrations: Allied Health, Business,
Information Technology and Electronics, and Criminal Justice. Additionally, the
Company has an accredited degree granting online learning program available to
students pursuing education exclusively online.
The accompanying unaudited condensed consolidated financial statements
have been prepared on a consistent basis with the annual consolidated financial
statements and, in the opinion of management, reflect all adjustments, which
include only normal recurring adjustments, necessary to present fairly the
financial condition and results of operations of the Company. These condensed
consolidated financial statements and notes thereto are unaudited and should be
read in conjunction with the Company's audited financial statements included in
the Company's Annual Report on Form 10-K, as filed with the Securities and
Exchange Commission (the "SEC") on September 28, 2001. The results of operations
for the three months and six months ended December 31, 2001 are not necessarily
indicative of results that could be expected for the entire fiscal year.
The condensed consolidated financial statements as of December 31, 2001
and for the three months and six months then ended are consolidated and include
the accounts of the Company and its wholly-owned subsidiaries. All significant
intercompany balances and transactions have been eliminated in consolidation.
Note 2 - Marketable Investments
Statement of Financial Accounting Standards ("SFAS") No. 115,
"Accounting For Certain Debt and Equity Securities" requires that all applicable
investments be classified as trading securities, available-for-sale securities
or held-to-maturity securities. The Company does not currently have any trading
securities or held-to-maturity securities.
Securities classified as available-for-sale may be sold in response to
changes in interest rates, liquidity needs and for other purposes.
Available-for-sale securities are carried at fair value and include all debt and
equity securities not classified as held-to-maturity or trading. Unrealized
holding gains and losses for available-for-sale securities are excluded from
earnings and reported, net of any income tax effect, as a separate component of
stockholders' equity. Realized gains and losses for securities classified as
available-for-sale are reported in earnings based on the adjusted cost of the
specific security sold. At December 31, 2001, the unrealized gain or loss on
available-for-sale securities was immaterial.
Note 3 - Weighted Average Number of Common Shares Outstanding
The table below indicates the weighted average number of common shares
outstanding calculations used in computing basic and diluted net income per
common share utilizing the treasury stock method (in thousands):
Three Months Ended Six Months Ended
December 31, December 31,
2000 2001 2000 2001
---- ---- ---- ----
Basic common shares outstanding ........ 21,120 21,280 20,910 21,256
Effects of dilutive securities:
Stock options .......................... 637 856 567 840
------ ------ ------ ------
Diluted common shares outstanding: ..... 21,757 22,136 21,477 22,096
====== ====== ====== ======
6
Note 4 - New Accounting Pronouncements
In June 2001, Financial Accounting Standards Board ("FASB") issued SFAS
No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other
Intangible Assets." SFAS No. 141 addresses financial accounting and reporting
for business combinations and is effective for all business combinations after
June 30, 2001. SFAS No. 142 addresses financial accounting and reporting for
acquired goodwill and other intangible assets and is effective for entities with
fiscal years beginning on or after December 15, 2001, with early adoption
permitted for entities with fiscal years beginning after March 15, 2001,
provided that the first interim financial statements have not previously been
issued. The Company is in the process of gathering information and analyzing the
impact the adoption of SFAS No. 142 may have on the results of operations of the
Company. The adoption of SFAS No. 142 includes the elimination of goodwill
amortization expense and requires a periodic review of the Company's intangible
assets for possible impairment. As of June 30, 2001 and December 31, 2001,
goodwill totaled $32.8 million and is amortized over 40 years. Goodwill
amortization expense amounted to $636,000 in fiscal 2001 and is expected to be
approximately $830,000 in fiscal 2002 if the Company does not elect to adopt
SFAS No. 142 prior to July 1, 2002.
Note 5 - Common Stock
On November 15, 2001, the Company's stockholders approved an amendment
and restatement of the Company's certificate of incorporation which (i)
increased the number of shares of authorized common stock, par value $0.0001 per
share, to a total of 80,000,000 shares, (ii) eliminated various provisions
relating to the Company's previously authorized nonvoting common stock, none
which was outstanding at the time of such amendment and restatement, and (iii)
eliminated various provisions relating to the previously issued classes and
series of preferred stock, none of which were outstanding at the time of such
amendment and restatement.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
This Quarterly Report on Form 10-Q contains statements that may
constitute "forward-looking statements" as defined by the U.S. Private
Securities Litigation Reform Act of 1995. Such forward-looking statements can be
identified by the use of forward-looking terminology such as "believes,"
"estimates," "anticipates," "continues," "contemplates," "expects," "may,"
"will," "could," "should" or "would," or the negatives thereof. Those statements
are based on the intent, belief or expectation of the Company as of the date of
this Quarterly Report. Any such forward-looking statements are not guarantees of
future performance and may involve risks and uncertainties that are outside the
control of the Company. Results may differ materially from the forward-looking
statements contained herein as a result of changes in governmental regulations,
including those governing student financial aid, the effect of competitive
pressures on the Company's tuition pricing, and other factors, including those
discussed under the headings entitled "Governmental Regulation and Financial
Aid" and "Risks Related to Our Business" in the Company's Annual Report on Form
10-K (File No. 0-25283) and other documents periodically filed with the
Securities and Exchange Commission. The Company expressly disclaims any
obligation to release publicly any updates or revisions to any forward-looking
statement contained herein to reflect any change in the Company's expectations
with regard thereto or any change in events, conditions or circumstances on
which any such statement is based. The following discussion of the Company's
results of operations and financial condition should be read in conjunction with
the interim unaudited condensed financial statements of the Company and the
notes thereto included herein and in conjunction with the information contained
in the Annual Report on Form 10-K.
Results of Operations
Comparisons of results of operations between the first six months of
fiscal 2002 and the first six months of fiscal 2001 are difficult due to the
acquisitions of nine campuses and the opening of four branch campuses in fiscal
2001 and the opening of two branch campuses during the first six months of
fiscal 2002. The following table summarizes our operating results as a
percentage of net revenue for the period indicated:
7
Three Months Ended Six Months Ended
------------------ ----------------
December 31, December 31,
------------------ ----------------
2000 2001 2000 2001
------ ------ ------ ------
Statement of Operations Data:
Net revenue ............................. 100.0% 100.0% 100.0% 100.0%
------ ------ ------ ------
Operating expenses:
Educational services ............... 51.9 53.0 52.7 53.5
General and administrative ......... 9.1 8.6 8.9 8.4
Marketing and advertising .......... 21.7 20.4 22.8 21.9
------ ------ ------ ------
Total operating expenses ...... 82.7 82.0 84.4 83.8
Income from operations .................. 17.3 18.0 15.6 16.2
Interest (income), net ............. (1.0) (0.4) (1.0) (0.5)
Other (income) ..................... - (0.7) - (0.4)
------ ------ ------ ------
Income before income taxes .............. 18.3 19.1 16.6 17.1
Provision for income taxes ......... 7.5 7.7 6.8 6.9
------ ------ ------ ------
Net income .................... 10.8% 11.4% 9.8% 10.2%
====== ====== ====== ======
Three Months Ended December 31, 2001 Compared to Three Months Ended December 31,
2000
Net Revenues. Net revenues increased $20.8 million, or 34.2%, from
$60.8 million in the second quarter of fiscal 2001 to $81.6 million in the
second quarter of fiscal 2002, due primarily to a 22.1% increase in total
student population (including a 16.6% increase in same school student
population) as of December 31, 2001 and a 6.1% increase in the average earning
rate per student. At December 31, 2001, the total student population was 28,973,
compared with 23,737 at December 31, 2000.
Educational Services. Educational services expense increased $11.8
million, or 37.3%, from $31.5 million in the second quarter of fiscal 2001 to
$43.3 million in the second quarter of fiscal 2002, due primarily to the
expenses required to support the 22.1% increase in student population, wage
increases for employees and increases in bad debt expense. Bad debt expense for
the second quarter of fiscal 2002 amounted to $4.8 million or 5.93% of revenues,
compared to $3.4 million or 5.62% for the second quarter of fiscal 2001 and
compared to 6.05% of revenues of the first quarter of fiscal 2002 and 6.25% for
the fourth quarter of fiscal 2001. As a percentage of net revenue, educational
services expense increased from 51.9% in fiscal 2001 to 53.0% in fiscal 2002.
During the second quarter, ten courses were adopted into various schools.
General and Administrative. General and administrative expense
increased $1.5 million, or 26.4%, from $5.5 million in the second quarter of
fiscal 2001 to $7.0 million in the second quarter of fiscal 2002, primarily as a
result of (i) additional headquarters staff required to support the 34.2%
increase in revenue, (ii) wage increases for employees, and (iii) increased
performance bonus accrual. As a percentage of net revenue, general and
administrative expense decreased from 9.1% in fiscal 2001 to 8.6% in fiscal
2002.
Marketing and Advertising. Marketing and advertising expense increased
$3.5 million, or 26.5%, from $13.2 million in the second quarter of fiscal 2001
to $16.7 million in the second quarter of fiscal 2002, primarily as a result of
increased advertising and additional admissions and marketing support staff
necessary to support the 35.2% increase in starts (including a 15.9% increase in
same school starts) for the second quarter of fiscal 2002. As a percentage of
net revenue, marketing and advertising expense decreased from 21.7% in fiscal
2001 to 20.4% in fiscal 2002.
Interest Income, Net. Interest income (net of interest expense of $0.1
million) amounted to $0.4 million in the second quarter of fiscal 2002 compared
to $0.6 million in second quarter of fiscal 2001. The decrease in interest
income in the second quarter of fiscal 2002 was primarily due to a decline in
the interest rate earned on investments in cash equivalents and marketable
investments.
8
Other Income. Other income amounted to $0.6 million for the second
quarter of fiscal 2002 resulting from the gain on the sale and relocation of the
Company's Aurora, Colorado campus.
Provision for Income Taxes. The effective tax rate for the second
quarter of fiscal 2002 decreased to 40.3% of income before taxes compared to
41.0% of income before taxes in the second quarter of fiscal 2001.
Net Income. Net income for the second quarter of fiscal 2002 increased
41.8% to $9.3 million, or 11.4% of revenues, compared to $6.6 million, or 10.8%
of revenues, for the second quarter of fiscal 2001.
Earnings per Share. Earning per share for the second quarter of fiscal
2002 increased 40.0% to $0.42 per diluted share compared to $0.30 per diluted
share for the second quarter of fiscal 2001. Earnings per share for the second
quarter of fiscal 2002 includes $0.02 per share from the non-recurring gain on
the sale and relocation of the Company's Aurora, Colorado campus.
Six Months Ended December 31, 2001 Compared to Six Months Ended December 31,
2000
Net Revenues. Net revenues increased $42.7 million, or 37.9%, from
$112.6 million in the first six months of fiscal 2001 to $155.3 million in the
first six months of fiscal 2002, due primarily to a 22.1% increase in total
student population (including a 16.6% increase in same school student
population) at December 31, 2001 when compared to December 31, 2000 and a 7.4%
increase in average earning rate per student. At December 31, 2001, the total
student population was 28,973, compared with 23,737 at December 31, 2000.
Educational Services. Educational services expense increased $23.8
million, or 40.1%, from $59.4 million in the first six months of fiscal 2001 to
$83.2 million in the first six months of fiscal 2002, due primarily to the
expenses required to support the 22.1% increase in total student population,
wage increases for employees and increases in bad debt expense. Bad debt expense
for the first six months of fiscal 2002 amounted to $9.3 million or 5.98% of
revenues, compared to 5.69% of revenues for fiscal 2001. As a percentage of net
revenue, educational services expense increased from 52.7% in fiscal 2001 to
53.5% in fiscal 2002. For the six months year to date, the Company successfully
adopted 23 programs into various schools.
General and Administrative. General and administrative expense
increased $2.9 million, or 28.9%, from $10.1 million in the first six months of
fiscal 2001 to $13.0 million in the first six months of fiscal 2002, primarily
as a result of (i) additional headquarters staff required to support the 37.9%
increase in revenue, (ii) wage increases for employees, and (iii) increased
performance bonus accrual. As a percentage of net revenue, general and
administrative expense decreased from 8.9% in fiscal 2001 to 8.4% in fiscal
2002.
Marketing and Advertising. Marketing and advertising expense increased
$8.3 million, or 32.5%, from $25.7 million in the first six months of fiscal
2001 to $34.0 million in the first six months of fiscal 2002, primarily as a
result of increased advertising and the additional admissions staff required to
support the 32.6% increase in starts (including a 13.9% increase in same school
starts) in the first six months of fiscal 2002. Also contributing to the
increase in marketing and advertising expense was wage increases for employees.
As a percentage of net revenue, marketing and advertising expense decreased from
22.8% in fiscal 2001 to 21.9% in fiscal 2002.
Interest Income, Net. Interest income (net of interest expense of $0.1
million) amounted to $0.8 million for the first six months of fiscal 2002
compared to interest income (net of interest expense of $0.1 million) of $1.2
million in the first six months of fiscal 2002. The decrease in interest income
in the first six months of fiscal 2002 was primarily due to a decline in the
interest rate earned on investments in cash and marketable investments.
Other Income. Other income amounted to $0.6 million for the first six
months of fiscal 2002 resulting from the gain on the sale and relocation of the
Company's Aurora, Colorado campus in the second quarter.
9
Provision for Income Taxes. The effective income tax rate for the first
six months of fiscal 2002 decreased to 40.4% of income before taxes compared to
41.0% of income before taxes in the first six months of fiscal 2001.
Net Income. Net income for the first six months of fiscal 2002
increased 43.8% to $15.8 million, or 10.2% of revenues compared to $11.0
million, or 9.8% of revenues, for the first six months of fiscal 2001
Earning per Share. Earning per share for the first six months of fiscal
2002 increased 39.2% to $0.71 per diluted share compared to $0.51 per diluted
share for the first six months of fiscal 2001. Earnings per share for the first
six months of fiscal 2002 includes $0.02 per share from the non-recurring gain
reported in the second quarter.
Seasonality and Other Factors Affecting Quarterly Results
Our Company's revenues normally fluctuate as a result of seasonal
variations in its business, principally in its total student population. Student
population varies as a result of new student enrollments and student attrition.
Historically, our colleges have had lower student populations in the first
fiscal quarter than in the remainder of the year. Our expenses, however, do not
vary as significantly as student population and revenues. We expect quarterly
fluctuations in operating results to continue as a result of seasonal enrollment
patterns. Such patterns may change, however, as a result of acquisitions, new
branch campus openings, new program introductions and increased high school
enrollments. The operating results for any quarter are not necessarily
indicative of the results that could be expected for the full fiscal year or for
any future period.
Liquidity and Capital Resources
We typically fund our operating activities from cash flow generated
from our operations and from the periodic use of our revolving line of credit.
In August 2001, we entered into an Amended and Restated Loan Agreement, our
"Credit Facility," for $20.0 million with Union Bank of California which expires
in September 2003. The Credit Facility includes a non-usage fee of 1/8% per year
on the unused portion and borrowings will bear interest at LIBOR plus 150 basis
points. At September 2003, any outstanding acquisition advances (subject to a
limit of $10.0 million), as defined by the Credit Facility, will be converted
into a three year amortizing term loan. The Credit Facility contains certain
financial covenants and we were in compliance with these covenants as of
December 31, 2001. There were no borrowings outstanding at June 30, 2001 and
December 31, 2001.
Cash provided by operating activities amounted to $25.0 million in the
first six months of fiscal 2002 compared to $5.5 million provided by operating
activities in the same period of fiscal 2001. The increase in cash provided by
operating activities in the first six months of fiscal 2002 compared to the
first six months of fiscal 2001 was primarily due to the increase in net income
and reductions in average accounts receivable per student.
Cash used in investing activities amounted to $32.9 million in the
first six months of fiscal 2002 compared to cash used in investing activities of
$12.2 million in the first six months of fiscal 2001. The increase in cash used
in investing activities in fiscal 2002 when compared to fiscal 2001 was
primarily due to cash used to acquire six schools for approximately $15.2
million in fiscal 2001 and an increase in marketable investments of
approximately $23.0 million in fiscal 2002. Capital expenditures increased to
$10.7 million in the first six months of fiscal 2002 compared to $3.4 million in
the first six months of fiscal 2001. The increase in capital expenditures was
primarily due to the relocation, remodeling and enlargement of existing and new
branch campuses and information systems expenditures. We currently believe our
cash capital expenditures for fiscal 2002 will be approximately $18.0 million.
Cash provided by financing activities for the first six months of
fiscal 2002 amounted to $2.4 million compared to cash provided by financing
activities of $9.1 million for the first six months of fiscal 2001. The decrease
in cash provided by financing activities in fiscal 2002 when compared to fiscal
2001, was primarily due to net proceeds of approximately $8.8 million (after
deducting fees and expenses of the offering) received from the sale of 400,000
shares of common stock in our secondary stock offering which was successfully
completed in October 2000.
10
We believe that our cash flow from operations and access to borrowings
from our Credit Facility will provide us with adequate resources to fund our
operating activities and planned capital expenditures in fiscal 2002.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
We do not utilize interest rate swaps, forward or option contracts on
foreign currencies or commodities, or other types of derivative financial
instruments. Our only assets or liabilities which are subject to risks from
interest rate changes are (i) the debt in the aggregate amount of $1.8 million,
(ii) student notes receivable in the aggregate amount of $1.8 million, and (iii)
marketable investments of $32.7 million, all at December 31, 2001. Our debt,
student notes receivable, and the marketable investments are all at fixed
interest rates. We do not believe we are subject to material risks from
reasonably possible near-term changes in market interest rates.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In the ordinary course of business, the Company and its colleges are
subject to occasional lawsuits, investigations and claims. Although we cannot
predict the ultimate resolution of lawsuits, investigations and claims asserted
against the Company, we do not believe that any currently pending legal
proceedings to which the Company is a party will have a material adverse effect
on the Company's business, results of operations or financial condition.
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
On November 15, 2001, the Company held its Annual Meeting of
Stockholders in Santa Ana, California. Stockholders approved all of the
initiatives put forth by the Company's Board of Directors and elected all
nominees for Directors of the Company. The initiatives were (i) to elect two
individuals as Class III members of the Company's Board of Directors, (ii) the
proposed amendment and restatement of the Company's Certificate of
Incorporation, and (iii) a proposal to ratify the selection of Arthur Andersen
LLP as the Company's independent auditors for its fiscal year ending June 30,
2002. No other business or actions were proposed at the Annual Meeting of
Stockholders. A total of 19,852,716 shares were represented, in person or by
proxy, and entitled to vote at the Annual Meeting of Stockholders. Such shares
represented 93.42% of the total number of shares entitled to vote at such
meeting. The following reflects the tabulation of votes for each initiative
placed before the stockholders of the Company:
1) Nominees for a three year term as Class III members of the Company's Board of
Directors:
Nominee No. of Votes
------- ------------
David G. Moore For 15,741,309
Withheld 4,111,407
Jack D. Massimino For 19,405,200
Withheld 447,516
No other persons were nominated or received votes to be Class III Directors of
the Company.
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2) To approve the amendment and restatement of the Company's Certificate of
Incorporation:
No. of Votes
------------
For 17,605,553
Against 830,938
Abstain 19,516
Broker Non-votes 1,396,709
3) To ratify the appointment of Arthur Andersen LLP as the Company's independent
auditors for its fiscal year ending June 30, 2002:
No. of Votes
------------
For 19,797,926
Against 52,426
Abstain 2,364
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
3.5 Restated Certificate of Incorporation
10.62 Form of Employement Agreement by and between the
Company and each of David Moore, Paul St. Pierre and
Dennis Devereux.
10.63 Form of Employment Agreement by and between the
Company and each of Dennis Beal, Beth Wilson, Mary
Barry, Nolan Miura and Stan Mortensen.
(b) Reports on Form 8-K:
On November 2, 2001, the Company filed a Report on
Form 8-K in which it reported that the United States
Department of Education (the "DOE") has officially notified
the Company that the DOE has revised the official cohort
default rates for the Company's Bryman College, Hayward,
California campus, (previously San Jose (South)), together
with its additional location of New Orleans, Louisiana, for
federal fiscal years 1998 and 1999 to be 16.8% and 19.2%,
respectively. The original cohort default rates published by
the DOE for this campus, and reported by the Company in
its Report on Form 10-K filed with the Securities and
Exchange Commission on September 28, 2001, were 16.7% and
25.8%, respectively.
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CORINTHIAN COLLEGES, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CORINTHIAN COLLEGES, INC.
February 13, 2002 /s/ DAVID G. MOORE
-------------------------
David G. Moore
Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)
February 13, 2002 /s/ DENNIS N. BEAL
---------------------------
Dennis N. Beal
Executive Vice President and
Chief Financial Officer
(Principal Accounting Officer)
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