Sylvan Learning Systems, Inc. Reports Strong Second Quarter 2001 Results

July 27, 2001

Sylvan Learning

Systems, Inc. (NASDAQ:SLVN) today announced financial results for the quarter

and six months e expected opening of one new campus at

Universidad del Valle de Mexico (UVM) in Mexico. The campuses

are expected to be open for the 2002 academic year.

— Sylvan International Universities is increasing its ownership

in Universidad Europea CEES (UEM) in Spain from 54% to

approximately 78% as a result of a soon-to-be completed

capital increase.

— Sylvan created an Online Higher Education division to broaden

its leading presence in the fast-growing sector of

post-secondary and adult continuing education delivered

through distance learning.

— Paula Singer, a senior Sylvan executive since 1993 who has

been serving as president of Sylvan’s Education Solutions

division, has been named president and CEO of the Online

Higher Education division. Her management responsibilities for

the new division include Canter, Sylvan Teachers Institute,

OnlineLearning.net, and Sylvan Ventures’ 41% interest in

Walden University.

— Summer enrollments in Canter’s distance learning master’s

degree program increased 29% over the same period last year,

fueling revenue growth of 28%.

— Wall Street Institute (WSI) reported that it has 400 center

locations worldwide. Now operating in 23 countries, Wall

Street Institute expects to open as many as 10 new center

locations by the end of 2001.

K-12

— Sylvan Learning Centers added 11 new franchise locations and

two new company-owned locations, bringing the total number of

North American franchise and company-owned locations to 784

and 89, respectively.

— Sylvan Learning Centers, through master franchisees, opened

its first center locations in the United Kingdom and France.

— Sylvan Education Solutions named Jeffrey H. Cohen president,

with management responsibilities for Sylvan At School and

Career Starters. Previously a Sylvan executive, and most

recently senior vice president of Business Unit Management at

Thomson Prometric, Mr. Cohen will take over duties previously

handled by Ms. Singer.

Sylvan Ventures

— Sylvan Ventures committed $2.5 million for approximately 30%

ownership in EdVerify, an educational credential verification

service. Sylvan Ventures also holds the option to increase its

total ownership to 50% for an additional investment of $2.5

million.

— As of June 30, 2001, Sylvan Ventures has made funding

commitments of $252 million, of which $209 million has been

invested.

Financial Results

Total revenues

from continuing operations for the second quarter of 2001 were $130.4 million,

an increase of 59% compared to total revenues of $82.2 million in the second

quarter of 2000. Total operating income for the quarter, excluding Sylvan Ventures

and previously announced Caliber charges, was $18.2 million in the second quarter

of 2001 compared to $8.3 million in the second quarter of 2000.

Income from continuing

operations after tax for the second quarter, excluding Sylvan Ventures and previously

announced Caliber charges, was $9.7 million, or $0.23 per share on diluted shares

outstanding of 45.5 million. This compares to $9.0 million (on a full-year tax

rate basis), or $0.20 per share on diluted shares outstanding of 45.8 million

for the same period in 2000.

Growth at Sylvan

Learning Centers, Sylvan Education Solutions and acquisitions at Sylvan International

Universities drove operating results in the second quarter of 2001.

For the quarter

ended June 30, 2001, Sylvan reported a loss from continuing operations of $13.4

million (including $13.8 million of after tax losses associated with Sylvan

Ventures and its portfolio companies and $9.4 million of after tax losses associated

with the write-off of Caliber related receivables and guarantee commitments).

For the six month

period ended June 30, 2001, total revenues from continuing operations were $250.8

million, an increase of 59% compared to total revenues of $157.8 million in

the same period of 2000. Total operating income for the six month period, excluding

Sylvan Ventures and previously announced Caliber charges, was $24.5 million

compared to $14.6 million in the same period of 2000.

For the six month

period ended June 30, 2001, income from continuing operations after tax, excluding

Sylvan Ventures and previously announced Caliber charges, was $13.6 million,

or $0.34 per share on diluted shares outstanding of 45.3 million. This compares

to $13.5 million, or $0.28 per share on diluted shares outstanding of 48.7 million

for the same six month period in 2000.

For the six month

period ended June 30, 2001, Sylvan reported a loss from continuing operations

(which includes $29.3 million of after tax losses associated with Sylvan Ventures

and its portfolio companies and $9.4 million of after tax losses associated

with the write-off of Caliber related receivables and guarantee commitments)

of $25.0 million.

Total cash and

marketable securities at the end of the second quarter 2001 stood at approximately

$182 million, while total corporate debt stood at approximately $41 million,

excluding the $100 million convertible debenture.

Douglas Becker,

Chairman and CEO, commented, “We are proud to report on another quarter of outstanding

growth, fueled by rapid expansion of our post-secondary businesses, and bolstered

by our thriving K-12 operations. In post-secondary, we are very excited about

the direction of enrollments and financial performance across the institutions

that comprise Sylvan International Universities. At the same time, we are aggressively

expanding our leadership position in adult continuing education delivered through

distance learning by bringing together our existing online, post-secondary businesses

to form the new Online Higher Education division.”

Mr. Becker continued,

“In K-12, our Sylvan Learning Center and Sylvan Education Solutions divisions

are benefiting from strong consumer demand and continued emphasis on school

accountability by political leaders at the federal and state levels, who view

supplemental education as an important component in raising the academic achievement

of our children.”

Mr. Becker also

stated, “This quarter’s performance gives us confidence in achieving our 2001

goals. Therefore, we are raising our year-end 2001 EPS guidance to $0.66 – $0.68

per share, from $0.63 – $0.65 per share, excluding Sylvan Ventures and previously

announced Caliber charges.”

Third Quarter 2001 Outlook

The following

statements are based on current expectations. These statements are forward-looking

and actual results may differ materially.

    --  The Company anticipates total revenues of $98 to $105 million

        for the third quarter 2001.



    --  Third quarter 2001 operating income excluding Sylvan Ventures

        is expected to be $6.4 to $6.9 million.



    --  General and administrative expenses are expected to be

        approximately $6 million.



    --  The Company currently believes that it will achieve an EPS of

        $0.09 per share for third quarter of 2001 (excluding Sylvan

        Ventures).

Sylvan Learning

Group – Expects $61 to $66 million in revenue with approximately 16% operating

margins

    --  Sylvan Learning Centers expects revenues of $28 to $30 million

        with operating margins of approximately 22%.



    --  Sylvan Education Solutions anticipates revenues of $21 to $23

        million with operating margins of approximately 20%. Included

        within Sylvan Education Solutions is Canter, which expects

        approximately 25% operating margins and revenues between $13

        and $14 million.



    --  English Language Instruction revenues should range from $12 to

        $13 million with a break-even operating margin in the

        seasonally slow summer period.

Sylvan International

Universities (SIU) – Anticipates $37 to $39 million in revenue, with operating

margins of approximately 4%, in the seasonally slow summer period.

Note on Presentation

of Sylvan Learning Systems, Inc. Financial Results

For purposes of

this and all earnings announcements, Sylvan Learning Systems, Inc. reports on

the financial results of its operating businesses (including its Sylvan Learning

Center, Sylvan Education Solutions, Wall Street Institute and Sylvan International

Universities units).

Additionally, the

Company reports on the impact of operating costs and flow-through losses from

its investment arm, Sylvan Ventures, and Sylvan Ventures’ portfolio companies.

Sylvan Learning

Systems, Inc. and Apollo Management, LLP committed a total of $400 million to

form Sylvan Ventures, with the express purpose of investing in start-up and

early-stage companies that offer emerging technology and Internet-based solutions

to the education and training marketplace. It is characteristic of these early-stage

companies to generate losses.

Sylvan Learning

Systems, Inc. is required to include its proportionate share of these losses

in its financial results.

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.

Political, economic,

currency, tax, regulatory, technological, competitive and other factors could

cause actual results to differ materially from those anticipated in the forward-looking

statements.

Additional information

regarding these risk factors and uncertainties is detailed from 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. (www.sylvan.net) is the leading

provider of education services to families and schools worldwide. The Sylvan

Learning Centers and Sylvan Education Solutions divisions provide personalized

instruction services to K-12 students through direct consumer relationships

and under contract to school systems.

Sylvan provides

courses to adult students throughout the world in the areas of teacher training,

accredited university offerings, and English language, through the Online Higher

Education, Sylvan International Universities and Wall Street Institute businesses.

Sylvan International Universities is pioneering the largest and most ambitious

network of post-secondary education institutions worldwide.

Sylvan Ventures,

Sylvan’s e-learning investment vehicle, focuses on bringing emerging Internet

technology solutions to the education and training marketplace.

 

TABLE FOLLOWS

Sylvan Learning

Systems, Inc. & Subsidiaries Consolidated Income Statements Actual to Prior

Period Actual Comparison 3 and 6 Months Ended June 30, 2001 (Amounts in Thousands)

Three Months Ended June 30,

2001 2000 % Variance --------- --------- --------- Revenues Franchise Services $ 9,993 $ 9,019 11% Company-owned Learning Centers 16,726 12,994 29% International 4,199 4,071 3% --------- --------- --------- Learning Centers total 30,918 26,084 19% --------- --------- --------- Sylvan At School 19,215 18,114 6% Career Starters 1,733 792 119% Canter 13,281 11,202 19% --------- --------- --------- Education Solutions total 34,229 30,108 14% --------- --------- --------- English Language Instruction total 12,492 12,129 3% --------- --------- --------- Universidad Europea de Madrid 15,136 13,905 9% Les Roche 3,240 0 NA Chile 7,522 0 NA UVM 26,858 0 NA --------- --------- --------- International Universities total 52,756 13,905 (GT)200% --------- --------- --------- Total Revenues 130,395 82,226 59% Operating Expenses Divisional Operating Expenses 106,334 69,395 53% General & Administrative 5,901 4,566 29% --------- --------- --------- Total Operating Expenses 112,235 73,961 52% Operating Income 18,160 8,265 120% Non-Operating items Interest & Other Income 1,409 6,508 -78% Loss on investment in Caliber (14,231) 0 NA Interest Expense (4,663) (2,670) -75% Equity losses in Affiliates of Sylvan (263) (878) 70% Minority Interest (4,017) (1,066) (LT)-200% Exchange Gain/(Loss) 520 415 25% --------- --------- --------- Total Non-Operating items (18,113) 5,030 (LT)-200% --------- --------- --------- Pretax Income (Loss) before Sylvan Ventures 6,432 19,606 -67% Income Tax (2,187) (6,155) 64% Sylvan's Interest in Sylvan Ventures (29,264) (3,416) (LT)-200% --------- --------- --------- Income (loss) from Continuing Operations (25,019) 10,035 (LT)-200% --------- --------- ---------
Discontinued Operations:    Income/(loss) from operations of discontinued operations, 
  net of tax                              0       (5,824)         100%



 Gain (loss) on disposal of

  discontinued operations,



  after tax                               0      288,454         -100%

                                  ---------    ---------    ---------



Net Income (loss)                 $ (25,019)   $ 292,665         -109%

                                  =========    =========    =========





Earnings Per Share



 Weighted Average



  Shares - Basic                     37,665       47,955



 Weighted Average



  Shares - Diluted                   37,665       47,955

 EPS -Net Income (loss)           $   (0.66)   $    6.10



 EPS-Continuing



  Operations                      $   (0.66)   $    0.21



 EPS-Operations Prior to

  Sylvan Ventures &



  Caliber loss                    $    0.34    $    0.28



 Weighted Average Shares



  Used in Calculation                45,289       48,697





Operating Profit:



 Learning Centers                 $  14,657    $  11,431           28%

 Education Solutions              $   9,422    $   7,780           21%

 English Language                 $   1,061    $   1,943          -45%

 Interational Universities        $  11,292    $   2,789      (GT)200%
(GT) = Greater Than (LT) = Less Than