Prospectus Summary
This summary highlights information contained elsewhere in this prospectus. You should read this entire prospectus carefully. Unless otherwise indicated, all information contained in this prospectus assumes that the underwriters will not exercise their over-allotment option. This prospectus contains forward- looking statements, which involve risks and uncertainties. eCollege.com's actual results could differ materially from those anticipated in these forward- looking statements as a result of certain factors, including those set forth under "Risk Factors" and elsewhere in this prospectus. Unless otherwise indicated, all information contained in this prospectus reflects the conversion of our outstanding preferred stock into common stock, a seven-for-one split of our common stock and our reincorporation in Delaware on or before completion of this offering.
eCollege.com
eCollege.com, formerly Real Education, Inc., is a leading provider of a complete solution that enables colleges and universities to deliver an online campus and courses over the Internet. Our integrated software and services allow colleges and universities to outsource the creation, launch, management and support of a comprehensive online campus and courses. We typically create and deliver a complete online campus, including faculty and administration training, in 60 business days. We charge our customers an initial online campus and course development fee, an additional development fee for each incremental online course, and a per student fee for each enrollment in an online course. Our comprehensive solution allows colleges and universities to reach a large number of additional students and enables students to participate in courses at convenient times and from a variety of geographic locations. As of May 12, 1999, we had 80 contracts covering over 100 individual campuses. Student enrollments per year at these campuses are approximately 8.8 million. Since inception, our customers have purchased more than 1,500 online courses from us. During the Spring 1999 term, our customers had approximately 5,000 student enrollments in online courses provided by us.
The Internet's open architecture, universal accessibility and real-time interactive nature make it a natural platform for distance education. Accordingly, online learning has become one of the fastest growing segments of the education marketplace. International Data Corporation estimated that the number of Web users worldwide would exceed 95 million by the end of 1998 and will grow to over 320 million by the end of 2002. International Data Corporation also estimates that approximately 85% of higher education institutions will offer distance learning courses by 2002 and that the number of students taking such courses will increase by more than 30% per year through 2002. Despite this projected growth, colleges and universities face several challenges in delivering high quality online courses. Effective online education requires that students receive a learning experience of comparable quality, content and student/faculty interaction to an on-campus education. We believe that many colleges and universities have found internally developed solutions to be time-consuming, expensive and difficult to implement. As a result, a growing number of colleges and universities are outsourcing the development and maintenance of their online campus and courses.
Our solution is designed to meet the online learning needs of colleges and universities and their students. The eCollege.com solution has the following key elements:
Comprehensive Services. We provide a comprehensive suite of services, including design, development, management and hosting of online campuses and courses, as well as ongoing customer support. Our online campus model replicates key services of a physical campus, including admissions, registration, bookstore, library, academic advising, career counseling, student union, bursar's office and financial aid services.
Rapid, Cost-Effective Development of Online Campuses. We can build an online campus for a college or university, typically within 60 business days. Our initial development fee of $30,000 includes the online campus and ten courses.
Easy Online Course Development. We work with faculty members to convert courses into effective Web presentations using an array of course design tools and support services. Our automated, user-friendly authoring tools enable faculty, with little or no programming experience, to easily develop and update their courses through a standard Web browser.
Easy to Use, Online Learning Environment. Our customized online campuses and courses are easy for students and faculty to use. Using a standard Web brower, students and faculty access the online campus and courses, which include easily navigable screens and rich multimedia content.
Standard, Scalable Technology. We integrate industry standard, open technology to provide a scalable and reliable delivery system.
We target more than 3,000 colleges and universities in the United States and Canada. We first began delivering courses in 1996 to the University of Colorado. In mid-1998, we significantly increased our sales force and have entered into more than 50 new contracts since then. Our management team and sales force have significant experience in the education industry, which we believe will continue to be a key factor in our ability to increase our customer base. Our current customers include: University of Colorado, Seton Hall University, Eastern Michigan University, University of Pennsylvania, Connecticut State University System, Keller Graduate School of Management, Rutgers University, The University of North Carolina at Greensboro, California State University--Hayward, University of Montana and The University of Wyoming. In addition, we have contracts with several providers of continuing education and corporate training, including DeVry/Becker Educational Development Corp., Earth Tech, Inc., National Association of Realtors and Palmer Chiropractic University Foundation d/b/a Palmer Institute for Professional Advancement.
Our objective is to become the leading provider of outsourced online learning solutions for colleges and universities and for providers of continuing education and corporate training worldwide. The key elements of our growth strategy are:
Add Additional Colleges and Universities. Using a focused regional approach, our recently expanded sales force is now actively targeting more than 3,000 colleges and universities. We are also increasing our marketing efforts, including increased print and online media advertising and greater participation in trade shows and executive speaking engagements.
Increase Course Offerings and Enrollments with Existing Customers. Once we build an online campus, our customers can easily develop additional courses with minimal assistance and investment. In addition, we recently announced a $12 million grant and scholarship program designed to increase the number of degree courses offered online and the number of online students.
Further Develop Relationships with Existing Customers. We seek to build long-term relationships with colleges and universities and their faculties so that the online campus becomes an important extension of the college or university. We believe this will be a key factor in our ability to serve additional departments within the college or university.
Enter New Markets. We intend to further expand into the continuing education and corporate training markets and to pursue opportunities with international colleges and universities.
Our company was incorporated in Colorado on July 26, 1996. On or before completion of this offering, we will be reincorporated in Delaware as eCollege.com. Our principal executive offices are located at 10200 A East Girard Avenue, Denver, Colorado 80231. Our telephone number is (303) 873-7400. Our website is located at www.ecollege.com. Information contained on our website is not incorporated by reference into this prospectus and you should not consider such information a part of this prospectus.
eCollege and our logo are trademarks, and eCollege System, eCollege Campus and eCollege Course are service marks, of eCollege.com. Each trademark, trade name or service mark of any other company appearing in this prospectus belongs to its holder.
The Offering
Common stock offered.............. shares Common stock to be outstanding shares after this offering.............. Use of proceeds................... To fund anticipated operating losses, to substantially increase promotional and marketing activities and for other general corporate purposes, including adding personnel to expand development and marketing capacities. A portion of the net proceeds may also be used for the acquisition of businesses, products, services or technologies that are complementary to those of eCollege.com. See "Use of Proceeds." Proposed Nasdaq National Market ECLG symbol...........................
The common stock to be outstanding after this offering is based on shares outstanding as of April 30, 1999 and excludes 2,559,627 shares of common stock issuable upon the exercise of outstanding stock options and warrants at a weighted average exercise price of $1.41 per share. See "Capitalization" and Note 4 in the notes to financial statements.
Summary Financial Data The following table sets forth our summary financial data. You should read this information together with the financial statements and the notes to those statements beginning on page F-1 of this prospectus and the information under "Selected Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Please see Note 2 in the notes to financial statements for the method of computing pro forma basic and diluted net loss from continuing operations per share.
Period from Year Ended December Three Months Ended
July 26, 1996 31, March 31,
(inception) through --------------------- ---------------------
December 31, 1996 1997 1998 1998 1999
(Unaudited)
(in thousands, except share and per share data)
Statement of Operations Data: Revenue: Campus and course de- velopment fees........ $ -- $ 628 $ 1,086 $ 155 $ 325 Student fees........... 22 400 579 93 286 Total revenue.......... 22 1,028 1,665 248 611 Cost of revenue......... 110 528 2,065 236 1,188 Gross margin........... (88) 500 (400) 12 (577) Operating expenses: Selling and marketing.. 25 106 3,394 237 1,321 General and administra- tive.................. 249 768 2,509 450 717 Development............ 60 212 1,099 108 633 Total operating ex- penses................ 334 1,086 7,002 795 2,671 Net loss from opera- tions.................. (422) (586) (7,402) (783) (3,248) Other income (expense), net.................... 18 (29) 112 30 120 Net loss from continuing operations............. $(404) $ (615) $ (7,290) $ (753) $ (3,128) Net loss from continuing operations applicable to common stockhold- ers.................... $(404) $ (674) $ (7,993) $ (881) $ (3,743) Basic and diluted net loss from continuing operations per common share.................. $ -- $ (0.11) $ (1.05) $ (0.12) $ (0.49) Weighted average common shares outstanding--ba- sic and diluted........ -- 6,161,946 7,612,045 7,444,549 7,674,345 Pro forma net loss from continuing operations per common share--basic and diluted (unau- dited)................. $ (0.68) $ (0.08) $ (0.23) Pro forma weighted aver- age common shares out- standing--pro forma ba- sic and diluted (unau- dited)................. 10,680,033 9,792,090 13,899,956 The following table is a summary of our balance sheet data. The pro forma column reflects the automatic conversion of our preferred stock into common stock upon the completion of this offering, and the pro forma as adjusted column also reflects our receipt of the estimated net proceeds of the shares of common stock we are selling in this offering at an assumed initial public offering price of per share, after deducting estimated underwriting discounts and expenses.
MARCH 31, 1999 PRO FORMA ACTUAL PRO FORMA AS ADJUSTED (UNAUDITED) (IN THOUSANDS)
BALANCE SHEET DATA: Cash and cash equivalents................ $ 9,927 $ 9,927 $ Working capital ......................... 8,679 8,679 Total assets............................. 12,818 12,818 Long-term notes payable.................. -- -- Total liabilities........................ 2,469 2,469 Mandatorily redeemable, convertible pre- ferred stock............................ 22,515 -- Total stockholders' equity (deficit)..... (12,166) 10,349