-----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, M6vPqbrlNZzG0jobGphkQM/ZClX4pkcQtkKD5lt16ezeVIF+RLooN4EuqHSfte80 ZQgdO+O7iqmTRm2v9jX1lg== 0000929887-96-000004.txt : 19960627 0000929887-96-000004.hdr.sgml : 19960627 ACCESSION NUMBER: 0000929887-96-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960531 FILED AS OF DATE: 19960626 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: APOLLO GROUP INC CENTRAL INDEX KEY: 0000929887 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 860419443 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-25232 FILM NUMBER: 96585750 BUSINESS ADDRESS: STREET 1: 4615 EAST ELWOOD ST CITY: PHOENIX STATE: AZ ZIP: 85040 BUSINESS PHONE: 6029665394 MAIL ADDRESS: STREET 2: 4615 E ELWOOD STREET CITY: PHOENIX STATE: AZ ZIP: 85040 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE 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: May 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-25232 APOLLO GROUP, INC. ------------------ (Exact name of registrant as specified in its charter) ARIZONA 86-0419443 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4615 EAST ELWOOD STREET, PHOENIX, ARIZONA 85040 (Address of principal executive offices, including zip code) (602) 966-5394 (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 JUNE 21, 1996 Class A Common Stock, no par 49,284,831 Shares Class B Common Stock, no par 575,769 Shares 1 APOLLO GROUP, INC. AND SUBSIDIARIES FORM 10-Q INDEX PAGE PART I -- FINANCIAL INFORMATION ---- Item 1. Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . .11 PART II -- OTHER INFORMATION Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . .15 Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . . . .15 Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . . . .15 Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . .15 Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . .15 Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . .15 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16 EXHIBIT INDEX. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17 2 PART I -- FINANCIAL INFORMATION Item 1 -- Financial Statements Apollo Group, Inc. and Subsidiaries Consolidated Statement of Operations (In thousands, except per share amounts)
Three Months Ended Nine Months Ended May 31, May 31, ------------------ ------------------ 1996 1995 1996 1995 -------- -------- -------- -------- (Unaudited) (Unaudited) Net revenues $ 58,991 $ 45,502 $155,076 $117,996 -------- -------- -------- -------- Costs and expenses: Instruction costs and services 33,978 26,188 93,231 73,830 Selling and promotional 7,431 5,518 20,399 15,610 General and administrative 4,641 4,856 15,941 13,665 -------- -------- -------- -------- Total costs and expenses 46,050 36,562 129,571 103,105 -------- -------- -------- -------- Income before income taxes 12,941 8,940 25,505 14,891 Less provision for income taxes 5,241 3,892 10,330 6,449 -------- -------- -------- -------- Net income $ 7,700 $ 5,048 $ 15,175 $ 8,442 ======== ======== ======== ======== Net income per share $ .15 $ .10 $ .30 $ .19 ======== ======== ======== ======== Weighted average shares outstanding 51,457 50,457 51,054 44,601 The accompanying notes are an integral part of these consolidated financial statements.
3 Apollo Group, Inc. and Subsidiaries Consolidated Balance Sheet (Dollars in thousands)
May 31, August 31, 1996 1995 ------------ ---------- (Unaudited) Assets: Current assets -- Cash and cash equivalents $ 47,393 $ 50,726 Restricted cash 12,443 11,875 Short-term investments 11,832 Receivables, net 19,872 15,883 Inventory 2,903 2,723 Deferred tax asset, net 2,813 2,352 Prepaids and other current assets 769 485 -------- -------- Total current assets 98,025 84,044 Property and equipment, net 16,642 13,390 Educational program production costs, net 1,785 1,963 Other assets 6,782 2,735 -------- -------- Total assets $123,234 $102,132 ======== ======== Liabilities and Shareholders' Equity: Current liabilities -- Current portion of long-term liabilities $ 175 $ 118 Accounts payable 3,122 6,261 Other accrued liabilities 10,089 9,962 Income taxes payable 1,225 96 Student deposits and deferred tuition 34,271 28,628 -------- -------- Total current liabilities 48,882 45,065 -------- -------- Long-term liabilities, less current portion 1,738 1,201 -------- -------- Deferred tax liability, net 327 514 -------- -------- Commitments and contingencies -- -- -------- -------- Shareholders' equity -- Preferred stock, no par value, 1,000,000 shares authorized, none issued -- -- Class A nonvoting common stock, no par value, 65,000,000 shares authorized; 49,285,000 and 49,077,000 issued and outstanding at May 31, 1996 and August 31, 1995, respectively 65 18 Class B voting common stock, no par value, 3,000,000 shares authorized; 576,000 issued and outstanding 1 1 Additional paid-in capital 39,091 37,378 Retained earnings 33,130 17,955 -------- -------- Total shareholders' equity 72,287 55,352 -------- -------- Total liabilities and shareholders' equity $123,234 $102,132 ======== ======== The accompanying notes are an integral part of these consolidated financial statements.
4 Apollo Group, Inc. and Subsidiaries Consolidated Statement of Cash Flows (In thousands)
Nine Months Ended May 31, ---------------------- 1996 1995 --------- --------- (Unaudited) Net cash received from (used for) operating activities: Cash received from customers $151,162 $114,010 Cash paid to employees and suppliers (125,707) (96,708) Interest received 2,145 1,410 Interest paid (58) (76) Net income taxes paid (9,714) (5,633) --------- --------- Net cash received from operating activities 17,828 13,003 --------- --------- Net cash used for investing activities: Purchase of property and equipment (6,671) (5,521) Purchase of non-operating assets (2,911) Additions to educational program production costs (922) (734) Purchase of short-term investments (11,832) Cash paid at acquisition of Western, net of cash acquired (585) --------- --------- Net cash used for investing activities (22,921) (6,255) --------- --------- Net cash received from (used for) financing activities: Principal payments on long-term debt (181) Issuance of stock 935 35,060 Tax benefits related to exercise of options 825 --------- --------- Net cash received from financing activities 1,760 34,879 --------- --------- Net increase (decrease) in cash and cash equivalents (3,333) 41,627 Cash and cash equivalents, beginning of period 50,726 4,722 --------- --------- Cash and cash equivalents, end of period $ 47,393 $ 46,349 ========= ========= The accompanying notes are an integral part of these consolidated financial statements.
5 Apollo Group, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) 1. The interim consolidated financial statements include the accounts of Apollo Group, Inc. ("Apollo" or the "Company") and its wholly-owned subsidiaries, which include the University of Phoenix, Inc. ("UOP"), the Institute for Professional Development ("IPD") and Western International University, Inc. ("WIU"). This financial information reflects all adjustments, consisting only of normal recurring adjustments, that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Unless otherwise noted, references to 1996 and 1995 refer to the periods ended May 31, 1996 and 1995, respectively. 2. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended August 31, 1995 included in the Company's Form 10-K as filed with the Securities and Exchange Commission. The 1996 and 1995 interim financial information was reviewed by Price Waterhouse LLP (see "Review by Independent Accountants"). 3. The results of operations for the three-month and nine-month periods ended May 31, 1996 are not necessarily indicative of the results to be expected for the entire fiscal year or any future period. 4. Accounting policies. Short-term investments. During the quarter ended May 31, 1996 the Company began investing in securities with maturities in excess of 90 days. These investments consist primarily of U.S. treasury notes and municipal bonds and are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity according to Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in Debt and Equity Securities." Since all short-term investment maturities are within one year, the carrying amount approximates fair value. All short-term investments are classified as held-to-maturity because the Company has the positive intent and ability to hold the securities to maturity. New accounting pronouncement. SFAS No. 123, "Accounting for Stock-Based Compensation" was issued in October 1995 and is effective for fiscal years beginning after December 15, 1995. SFAS No. 123 encourages, but does not require, a fair value based method of accounting for employee stock options or similar equity instruments. It also allows an entity to elect to continue to measure compensation cost under Accounting Principals Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB No. 25"), but requires pro forma disclosures of net income and earnings per share as if the fair value based method of accounting had been applied. The Company will adopt SFAS No. 123 in fiscal 1997. While the Company is still evaluating SFAS No. 123, it currently expects to elect to continue to measure compensation cost under APB No. 25 and comply with the pro forma disclosure requirements. As such, the election would not change the Company's current accounting treatment for stock-based compensation. 6 5. Effective September 1, 1995, the Company completed the acquisition of certain assets of Western International University ("Western"). Western was a private non-profit educational institution incorporated in 1978 that was accredited by the North Central Association of Colleges and Schools ("NCA"). The Company formed a new wholly-owned subsidiary called Western International University, Inc. ("WIU") as the holding company for the net assets acquired from Western. WIU acquired accounts receivable, notes receivable, furniture, fixtures, equipment, certain contracts and student agreements, copyrights, trademarks, securities, cash, goodwill and certain other assets of Western. In exchange, WIU paid Western $237,000 in cash, including amounts advanced to Western prior to the closing, and assumed an additional $1.8 million in liabilities. The liabilities consisted of $1.3 million of current liabilities, $393,000 of which was paid on the acquisition date, and $503,000 of long-term debt. The excess of costs over the fair value of the assets acquired was $1.6 million and is being amortized on a straight-line basis over fifteen years. In connection with the acquisition, WIU assumed the Title IV liabilities of Western, originally estimated to be $210,000. This amount and the goodwill recorded related to the acquisition is subject to change based on the results of the U.S. Department of Education's (the "DOE") audit of Western's Title IV programs that commenced in January 1996. Based on the results of the audit of Western to date, the Company expects that the Title IV liability will be higher than the original estimate. The increase in the liability will be recorded as an adjustment to goodwill, which is being amortized over a fifteen-year period. The Company has not yet received the final results of the DOE's audit. The acquisition was accounted for under the purchase method and, accordingly, the results of operations related to this new subsidiary are included with those of the Company for periods subsequent to the date of acquisition. Results of operations for periods prior to the acquisition were immaterial. Western had consolidated net revenues of $4.3 million and pretax income of $216,000 for the year ended August 31, 1995. On February 29, 1996, WIU received approval from the DOE to resume participation in Title IV programs. WIU has received approval to operate under new ownership by the Arizona State Board for Post-Secondary Education and has also received approval from NCA for the transfer of accreditation to WIU. WIU has historically offered its programs and services in London, England through an agreement with a London-based institution of higher education. Effective in the fourth quarter of 1996, WIU will begin offering its programs and services in its own leased facilities and will discontinue the relationship with this third party institution. This change is not expected to have any adverse affect on the Company's results of operations. 6. In March 1996, the Company renewed its $4.0 million line of credit, which bears interest at prime. There are no amounts borrowed under this line of credit at May 31, 1996. Any amounts borrowed under the line of credit are payable upon its termination in December 1997. 7 7. On May 8, 1996, the Company authorized a 3-for-2 stock split of its Common Stock effected in the form of a stock dividend that was distributed on May 31, 1996 to shareholders of record at the close of business on May 21, 1996. The shareholders of the Company's Common Stock received a stock dividend at the rate of one-half share of Class A Common Stock for each share of Class A or Class B Common Stock owned. All Common Stock, Common Stock prices and earnings per share figures for periods prior to the stock split have been restated to reflect this and previous stock splits effected in the form of stock dividends. 8 Review by Independent Accountants The financial information as of May 31, 1996, and for the three-month and nine-month periods then ended, included in Part I pursuant to Rule 10-01 of Regulation S-X, has been reviewed by Price Waterhouse LLP ("Price Waterhouse"), the Company's independent accountants, in accordance with standards established by the American Institute of Certified Public Accountants. Price Waterhouse's report is included in this quarterly report. Price Waterhouse does not carry out any significant or additional audit tests beyond those that would have been necessary if its report had not been included in this quarterly report. Accordingly, such report is not a "report" or "part of a registration statement" within the meaning of Sections 7 and 11 of the Securities Act of 1933 and the liability provisions of Section 11 of such Act do not apply. 9 Report of Independent Accountants To the Board of Directors and Shareholders of Apollo Group, Inc.: We have reviewed the accompanying consolidated balance sheet of Apollo Group, Inc. and its subsidiaries as of May 31, 1996, and the related consolidated statement of operations for the three-month and nine-month periods ended May 31, 1996 and the consolidated statement of cash flows for the nine-month period ended May 31, 1996. These financial statements are the responsibility of Apollo Group, Inc.'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 consolidated financial statements referred to above for them to be in conformity with generally accepted accounting principles. We previously audited in accordance with generally accepted auditing standards, the consolidated balance sheet as of August 31, 1995, and the related consolidated statements of operations, of changes in shareholders' equity and of cash flows for the year then ended (not presented herein), and in our report dated October 12, 1995 we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet information as of August 31, 1995, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived. /s/ PRICE WATERHOUSE LLP Phoenix, Arizona June 25, 1996 10 PART I -- FINANCIAL INFORMATION Item 2 -- Management's Discussion and Analysis of Financial Condition and Results of Operations The following information should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes thereto for the fiscal year ended August 31, 1995 included in the Company's Form 10-K as filed with the Securities and Exchange Commission, as well as in conjunction with the consolidated financial statements for the three-month and nine-month periods ended May 31, 1996 included in Item 1. RESULTS OF OPERATIONS The following table sets forth consolidated statement of operations data of the Company expressed as a percentage of net revenues for the periods indicated:
Three Months Nine Months Ended May 31, Ended May 31, ------------------ ----------------- 1996 1995 1996 1995 ------ ------ ------ ------ (Unaudited) (Unaudited) Net revenues 100.0% 100.0% 100.0% 100.0% ------ ------ ------ ------ Costs and expenses: Instruction costs and services 57.6 57.6 60.1 62.6 Selling and promotional 12.6 12.1 13.2 13.2 General and administrative 7.9 10.7 10.2 11.6 ------ ------ ------ ------ Total costs and expenses 78.1 80.4 83.5 87.4 ------ ------ ------ ------ Income before income taxes 21.9 19.6 16.5 12.6 Less provision for income taxes 8.9 8.6 6.7 5.4 ------ ------ ------ ------ Net income 13.0% 11.0% 9.8% 7.2% ====== ====== ====== ======
THREE MONTHS ENDED MAY 31, 1996 (THIRD QUARTER OF 1996) COMPARED WITH THREE MONTHS ENDED MAY 31, 1995 (THIRD QUARTER OF 1995) Net revenues increased by 29.6% to $59.0 million in 1996 from $45.5 million in 1995 due primarily to a 24.1% increase in average student enrollments from 1995 to 1996, tuition price increases averaging four to five percent and the acquisition of WIU. All UOP campuses, which include their respective learning centers, and most of the IPD contract sites had increases in net revenues and average student enrollments from 1995 to 1996. Average student enrollments increased to 44,071 in 1996 from 35,518 in 1995. Ending student enrollments at May 31, 1996 and 1995 were 44,311 and 36,136, respectively. WIU had average student enrollments of 1,129 and revenues of $1.2 million in 1996. Interest income, which is included in net revenues, decreased to $754,000 in 1996 from $769,000 in 1995 due primarily to lower pretax yield rates, offset in part by higher cash and investment levels. 11 Instruction costs and services increased by 29.7% to $34.0 million in 1996 from $26.2 million in 1995 due primarily to the direct costs necessary to support the increase in average student enrollments. These costs consisted primarily of faculty compensation, classroom lease expense and related staff salaries. These costs as a percentage of net revenues have remained at 57.6% in 1996 and 1995. Selling and promotional expenses increased by 34.7% to $7.4 million in 1996 from $5.5 million in 1995 due primarily to an increased focus on marketing the Company's distance education programs and increased costs related to new campuses and learning centers opened in the past two years. These expenses as a percentage of net revenues have remained relatively stable, increasing to 12.6% in 1996 from 12.1% in 1995. General and administrative expenses decreased by 4.4% to $4.6 million in 1996 from $4.9 million in 1995 due primarily to $237,000 in nonrecurring costs in the third quarter of 1995 related to land held for sale and other development projects. These expenses as a percentage of net revenues decreased to 7.9% in 1996 from 10.7% in 1995 due primarily to greater net revenues being spread over fixed costs related to various centralized functions. Costs related to the startup of new campuses and learning centers are expensed as incurred and totaled approximately $861,000 in 1996 and $201,000 in 1995. Interest expense, which is allocated among all categories of costs and expenses, was less than $35,000 in 1996 and 1995. The Company's effective tax rate decreased to 40.5% in 1996 from 43.5% in 1995. The decrease is due primarily to an increase in tax-exempt interest income and the relative impact of expenses that are non-deductible for tax purposes. Net income increased to $7.7 million in 1996 from $5.0 milion in 1995 due primarily to increased enrollments, increased tuition rates and improved utilization of general and administrative expenses. NINE MONTHS ENDED MAY 31, 1996 COMPARED WITH NINE MONTHS ENDED MAY 31, 1995 Net revenues increased by 31.4% to $155.1 million in 1996 from $118.0 million in 1995 due primarily to a 24.2% increase in average student enrollments from 1995 to 1996, tuition price increases averaging four to five percent and the acquisition of WIU. All UOP campuses, which include their respective learning centers, and most of the IPD contract sites had increases in net revenues and average student enrollments from 1995 to 1996. Average student enrollments increased to 41,707 in 1996 from 33,589 in 1995. WIU had average enrollments of 1,011 and revenues of $3.4 million in 1996. Interest income, which is included in net revenues, increased to $2.2 million in 1996 from $1.6 million in 1995 due primarily to increased cash levels that were generated from operations and the Company's initial public offering of its Class A Common Stock in the second quarter of fiscal 1995. 12 Instruction costs and services increased by 26.3% to $93.2 million in 1996 from $73.8 million in 1995 due primarily to the direct costs necessary to support the increase in average student enrollments. These costs as a percent of net revenues decreased to 60.1% in 1996 from 62.6% in 1995 due to greater net revenues being spread over fixed costs related to centralized student services. As the Company expands into new markets, it may not be able to leverage these costs to the same extent. Selling and promotional expenses increased by 30.7% to $20.4 million in 1996 from $15.6 million in 1995 due primarily to an increased focus on marketing the Company's distance education programs and increased costs related to new campuses and learning centers opened in the past two years. These expenses as a percent of net revenues have remained at 13.2% in 1996 and 1995. General and administrative expenses increased by 16.7% to $15.9 million in 1996 from $13.7 million in 1995 due primarily to costs required to support the increased number of campuses and learning centers and increased administrative compensation. These expenses as a percent of net revenues decreased to 10.2% in 1996 from 11.6% in 1995 due to larger net revenues being spread over the fixed costs related to various centralized functions. Costs related to the startup of new campuses and learning centers totaled approximately $2.4 million in 1996 and $755,000 in 1995. Interest expense, which is allocated among all categories of costs and expenses, was less than $80,000 in 1996 and 1995. The Company's effective tax rate decreased to 40.5% in 1996 from 43.3% in 1995. The decrease is due primarily to an increase in tax-exempt interest income and the relative impact of expenses that are non-deductible for tax purposes. Net income increased to $15.2 million in 1996 from $8.4 million in 1995 due primarily to increased enrollments, increased tuition rates and improved utilization of fixed instructional costs and general and administrative expenses. SEASONALITY The Company experiences seasonality in its results of operations primarily as a result of changes in the level of student enrollments. While the Company enrolls students throughout the year, second quarter (December to February) average enrollments and related revenues generally are lower than other quarters due to the holiday breaks in December and January. Second quarter costs and expenses historically increase as a percentage of net revenues as a result of certain fixed costs not significantly affected by the seasonal second quarter declines in net revenues. The Company experiences a seasonal increase in new enrollments in August of each year when most other colleges and universities begin their fall semesters. As a result, instruction costs and services and selling and promotional expenses historically increase as a percentage of net revenues in the fourth quarter due to increased costs in preparation for the August peak 13 enrollments. These increased costs result in accounts payable levels being higher in August than in any other month during the year. The Company anticipates that these seasonal trends in the second and fourth quarters will continue in the future. LIQUIDITY AND CAPITAL RESOURCES The Company's working capital increased to $49.1 million at May 31, 1996 from $39.0 million at August 31, 1995 due primarily to the $17.8 million in cash generated from operations during the nine months ended May 31, 1996, offset in part by capital expenditures and the acquisition of Western. In conjunction with the acquisition, WIU paid Western $237,000 in cash and assumed $1.8 million in liabilities. The liabilities consisted of $1.3 million of current liabilities, $393,000 of which was paid on the acquisition date, and $503,000 of long-term debt. At May 31, 1996, the Company had no outstanding borrowings on its $4.0 million line of credit, which bears interest at prime. The line of credit was renewed in March 1996 with terms extending to December 1997. Net cash received from operating activities increased to $17.8 million for the nine months ended May 31, 1996 from $13.0 million for the nine months ended May 31, 1995 due primarily to a $6.7 million increase in net income. During the quarter ended May 31, 1996, the Company invested $11.8 million of cash in short-term investments with maturities of less than one year. Capital expenditures, including additions to educational program production costs, increased to $11.1 million from $6.3 million for the nine months ended May 31, 1996 and 1995, respectively, primarily as a result of the $2.9 million land purchase discussed below and additional capital expenditures required for the Company's expansion. Total purchases of property, equipment and land are expected to total approximately $12.0 million for the year ended August 31, 1996. Additions to educational program production costs are not expected to exceed $1.5 million for the year ended August 31, 1996. Startup costs are expected to increase from $1.1 million in fiscal 1995 to approximately $3.5 million for fiscal 1996 due to planned expansion into new geographic markets. The lease on the Company's corporate headquarters, which includes the UOP Phoenix Main Campus, was renewed in December 1995 for another five-year term. In December 1995, the Company acquired land for a purchase price of $2.9 million which it may use in the future for the possible relocation of its corporate headquarters. The Company does not currently have any material commitments for any capital expenditures in 1996. The Company leases all of its educational and administrative facilities. IMPACT OF INFLATION Inflation has not had a significant impact on the Company's historical operations. 14 PART II -- OTHER INFORMATION Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . .Not Applicable Item 2. Changes in Securities . . . . . . . . . . . . . . . . . .Not Applicable Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . .Not Applicable Item 4. Submission of Matters to a Vote of Security Holders . . .Not Applicable Item 5. Other Information . . . . . . . . . . . . . . . . . . . .Not Applicable Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit 15-1, Letter on Unaudited Interim Financial Information Exhibit 27, Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K were filed during the three months ended May 31, 1996. 15 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. APOLLO GROUP, INC. (Registrant) Date: June 25, 1996 By: /s/ James W. Hoggatt ---------------------------------- James W. Hoggatt Vice President of Finance and Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer) 16 APOLLO GROUP, INC. AND SUBSIDIARIES EXHIBIT INDEX PAGE 15-1 Letter on Unaudited Interim Financial Information. . . . . . . . . . . 18 27 Financial Data Schedule. . . . . . . . . . . . . . . . . . . . . . . . 19 17 EX-15 2 Exhibit 15-1 Letter on Unaudited Interim Financial Information June 25, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: We are aware that Apollo Group, Inc. has incorporated by reference our report dated June 25, 1996 (issued pursuant to the provisions of Statement on Auditing Standards No. 71) in the Prospectus constituting part of its Registration Statement on Form S-3 (Registration No. 33-65211) and in its Registration Statements on Form S-8 (Registration No. 33-87844, Registration No. 33-88982, Registration No. 33-88984 and Registration No. 33-63429). We are also aware of our responsibilities under the Securities Act of 1933. Yours very truly, /s/ PRICE WATERHOUSE LLP EX-27 3
5 This schedule contains summary financial information extracted from the Consolidated Statement of Operations and the Consolidated Balance Sheet and is qualified in its entirety by reference to such financial statements. 0000929887 APOLLO GROUP, INC. 1,000 9-MOS AUG-31-1996 MAY-31-1996 59,836 11,832 23,537 3,665 2,903 98,025 25,350 8,708 123,234 48,882 0 0 0 66 72,221 123,234 6,481 155,076 6,591 113,630 0 1,136 58 25,505 10,330 15,175 0 0 0 15,175 .30 .30
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