CBT Group Reports Second Quarter Financial Results.

SOUTH SAN FRANCISCO, Calif.--(BUSINESS WIRE)--July 10, 1996--CBT Group PLC (Nasdaq: CBTSY) today announced financial results for the second quarter ended June 30, 1996.

Revenues for the second quarter were $14.6 million, a 66% increase from $8.8 million in revenues for the second quarter of 1995. Operating income for the recent quarter, before deducting approximately $596,000 pre-tax in costs of acquisitions, was $2.4 million, an increase of 140% from operating income of $1.0 million in the same quarter last year.

Reported operating income for the quarter, after deducting costs of acquisitions, was $1.8 million. Net income before deducting the after-tax costs of acquisitions was $2.5 million, or $0.13 per equivalent American Depositary Share, an increase of 178% from net income of $0.9 million, or $0.06 per equivalent American Depositary Share, in the second quarter of 1995. Reported net income for the recent quarter, after deducting costs of acquisitions, was $2.0 million, or $0.10 per equivalent American Depositary Share.

Weighted average equivalent American Depositary Shares outstanding for the recent second quarter were approximately 19,720,000 shares compared with approximately 16,776,000 shares last year, primarily reflecting completion of a public offering in September 1995. Weighted average equivalent ADSs also give effect to the two-for-one split of the ADSs effected in May 1996.

For the six month period ended June 30, 1996, revenues grew 71% to $27.6 from $16.1 million in the comparable period of 1995. Net income for the recent six month period, before deducting the after-tax costs of acquisitions, was $4.4 million, or $0.23 per equivalent American Depositary Share, compared with $1.4 million, or $0.09 per equivalent American Depositary Share, for the same period last year. Reported net income for the recent six month period, after deducting costs of acquisitions, was $3.9 million, or $0.20 per equivalent American Depositary Share.

During the quarter, the Company acquired CLS Group ("CLS"), a German company in the business of developing and selling interactive education software for SAP R/3 client-server applications, and New Technology Training ("NTT"), which had been CBT's distributor in Canada. Both of these transactions were accounted for as poolings of interests, and CBT's reported results have therefore been restated to include CLS's and NTT's results for all periods presented.

"We are pleased to report another successful quarter," said Bill McCabe, CBT's chairman and chief executive officer. "We've continued to add to our base of multimillion dollar contracts with our agreement with Computer Sciences Corporation, and our efforts to penetrate more deeply into the corporate marketplace through our telesales organization are paying off as well. We also built a presence in the channel marketplace with our agreement with Microsoft to provide Windows NT training to the 16,000 members of the Microsoft Solution Provider network worldwide. On the product front, we added forty titles to our education software library during the quarter, bringing the total number of CBT titles to 235.

"We also continued to make significant progress in our intranet/Internet initiative. During the second quarter, we expanded our working relationship with Netscape to include development of JavaScript and LiveWire interactive training, as well as developing training for the Navigator 3.0 browser. And, as we are separately announcing today, we have entered into a partnership with Cisco Systems to jointly develop interactive training software for Cisco's IOS internetworking software, which lies at the heart of Cisco's product offerings for the Internet and corporate intranets. Our partnerships with leading providers of intranet/Internet software and services, such as Cisco, Microsoft and Netscape, along with our leading position in the IT education marketplace, puts us in a strong position to capitalize on the major opportunities this market presents," McCabe concluded.

CBT Group is a leading provider of interactive education software designed to meet businesses' information technology education and training needs. The company develops, publishes and markets a broad library of software titles focused on client-server technologies and delivered on networked and standalone PCs. The company's products are used by over one thousand of the world's leading corporations to train employees to effectively develop and apply client-server technologies. Each CBT Group customer is supported by a network of experienced sales, service and support professionals and specialists. For more information on CBT products, contact us at 800/929-9050 (tel), 415/737-8638 (fax) or visit us on the World Wide Web at http://www.cbtsys.com.

This press release contains trademarks of companies other than CBT Group PLC. -0-

                  CBT GROUP PUBLIC LIMITED COMPANY
                Consolidated Statements of Operations
              (In thousands, except per share amounts)

                     Three Months               Six Months
                    Ended June 30              Ended June 30
                   1996      1995             1996      1995
                     (Unaudited)                (Unaudited)

Revenues         $14,567   $8,801            $27,579   $16,135
Costs of
 revenues          2,349    1,747              4,417     3,166
Gross profit      12,218    7,054             23,162    12,969

Operating expenses:
 Research and
 development       2,488    1,327              4,695     2,552
Sales and
 marketing         6,203    3,832             12,192     7,134
General and
 administrative    1,087      856              2,073     1,587
Costs of
 acquisitions        596        0                596         0
Total operating
 expenses         10,374    6,015             19,556    11,273
Income
 from operations   1,844    1,039              3,606     1,696
Other income, net    542      156              1,079       108

Income before provision for
income taxes       2,386    1,195              4,685     1,804
Provision
 for income taxes    382      259                750       385
Net income         2,004      936              3,935     1,419

Net income per
 equivalent ADS(1) $0.10    $0.06              $0.20     $0.09

ADSs used in
 computing net income
 per ADS (1)      19,720   16,776             19,521    16,170

    Note: (1) Net income per equivalent ADS gives effect to the
two-for-one split of CBTs ADSs effected in May 1996.

                 CBT GROUP PUBLIC LIMITED COMPANY
               Condensed Consolidated Balance Sheets
                        (In thousands)

                               June 30, 1996   December 31, 1995
                                (Unaudited)

    ASSETS

Current assets
Cash                              $5,943            $6,501
Short term investments            41,259            40,669
Accounts receivable, net          13,569            13,713
Inventories                          370               254
Deferred tax assets, net             398               398
Prepaid expenses                   2,213               479

 Total current assets             63,752            62,014

Property and equipment, net        3,765             2,132
Other assets                       2,338             1,872

Total assets                      69,855            66,018

LIABILITIES AND SHAREHOLDERS EQUITY

Current liabilities               17,029            17,941
Total liabilities                 17,029            17,941
Shareholders equity               52,826            48,077
Total liabilities
 and shareholders equity          69,855            66,018

CONTACT: CBT Systems

Greg Priest, 415/737-9050

or

Morgen-Walke Associates

Doug Sherk/Jenifer Kirtland

or

David Gennarelli, 415/296-7383

Emily Dupree, Elissa Grabowski, 212/850-5600