IPO Company Profile
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Caliber Learning Network, Inc.
1000 Lancaster Street, Baltimore, MD 21202 * (410) 843-8000

The company is establishing a state-of-the-art, graduate level learning and professional training distribution network throughout the U.S. designed to meet the needs of prominent universities, major corporations and working adults.

Primary Underwriting Group
ManagerTierPhone
BT Alex BrownLead Manager (410) 727-1700
Nationsbanc Montgomery Securities, Inc.Co-manager (415) 627-2100

Offering Information
NASNTL:CLBR Service: SIC 8299
Type of Shares:Common Shares Filing Date:3/9/98
U.S. Shares:5,700,000 Offer Date:5/4/98
Non-U.S. Shares:0 Filing Range:$12.00 - $14.00
Primary Shares:4,500,000 Offer Price:$14.00
Secondary Shares:1,200,000 Gross Spread:$0.98
Offering Amount: $74,100,000 Selling:$0.55
Expenses: - Reallowance:$0.10
Post-IPO Shares:11,700,000
Employees:133

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Piper & Marbury
Bank's Law Firm: Hogan & Hartson
Registrar/Transfer Agent: State Street Bank and Trust Company
Auditor: Ernst & Young

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
12/31/97 12/31/97
Revenue:$1.20Assets:$14.51
Net Income:-$13.57Curr Assets:$5.90
EPS:-$1.98Liabilities:$14.71
Prior EPS:-$0.26Curr Liab:$7.19
Cash Flow/Oper:Equity:-$0.20
Cash Flow/Fin:Cash:$3.85
Cash Flow/Inv:Working Cap:-$1.29

Competition
Management believes that its principal potential competitors will be prominent universities located in the markets served by Caliber Campuses. In each of Caliber's markets, there are also other two-year and four-year colleges which have their own continuing education and graduate level programs. Each of these competitors offers live classroom instruction and, therefore, may enjoy a competitive advantage. Other competitors include for-profit educational organizations, such as the Apollo Group's University of Phoenix, Strayer University and DeVry's Keller School of Management, that provide lifelong learning programs targeted to working adults and feature live classroom instruction. Caliber may also compete with distance learning companies that offer self-paced correspondence courses, videos, audiocassettes and other distance learning products. More recent distance learning products include CD-rom and Internet-based instruction. If the Caliber distance learning concept proves successful, Caliber expects competitors to enter the market. For example, businesses that have facilities in multiple markets that could be linked by satellite, such as major hotel and movie theater chains, could decide to establish networks of distance learning facilities to compete with Caliber. Westcott Communications, Inc., which has established a one-way satellite-based network currently used by a number of larger corporations to distribute their training programs, could decide to make its network interactive. The Company also competes against a significant number of third party training companies that provide various training programs to corporations. In addition, corporations may continue to use internal resources to satisfy their training needs.

Business Plan
To achieve its goal of becoming the leading provider of distance learning to working adults, Caliber has developed the following six-part strategy: (I) Rapidly create the foremost distributed learning network, (ii) Establish long-term strategic alliances with prominent universities, (iii) Form consultative relationships with major corporations, (iv) Target professional development and training programs to specific industries, (v) Manage collaboration among prominent universities and corporations and (vi) Optimize utilization of the Caliber network.

Use of Proceeds
The proceeds from the proposed offering will be used to finance leasehold improvements and equip Caliber Campuses, to repay outstanding indebtedness and management fees, to pay accrued Preferred Stock dividends and to provide working capital to support the company's planned growth.

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