<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             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 ENDED JANUARY 7, 2000

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

 FOR THE TRANSITION PERIOD FROM _____________________ TO _____________________



                        COMMISSION FILE NUMBER: 0-27656

                        CHILDTIME LEARNING CENTERS, INC.
             (Exact Name Of Registrant As Specified In Its Charter)


         MICHIGAN                                         38-3261854
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
        incorporation)


                      38345 West Ten Mile Road, Suite 100
                        Farmington Hills, Michigan 48335
                    (Address of principal executive offices)


                                 (248) 476-3200
              (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 of 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 required for the past 90 days. Yes[X] No [ ]

     The number of shares of Registrant's Common Stock, no par value per share,
outstanding at January 31, 2000 was 5,058,655.




                                                                               1

<PAGE>   2





               CHILDTIME LEARNING CENTERS, INC. AND SUBSIDIARIES

                                     Index

                                   FORM 10-Q

                 For the Quarterly Period Ended January 7, 2000

<TABLE>
<CAPTION>
                                                                                                        Page
                                                                                                        Number
                                                                                                   ---------------
<S>                                                                                                 <C>
PART I.  FINANCIAL INFORMATION

   ITEM 1. Consolidated Financial Statements

               A. Consolidated Balance Sheet                                                              3
                    January 7, 2000 and April 2, 1999

               B. Consolidated Statement of Income                                                        4
                    Twelve Weeks Ended January 7, 2000 and January 8, 1999
                    Forty Weeks Ended January 7, 2000 and January 8, 1999

               C. Consolidated Statement of Cash Flows                                                    5
                    Forty Weeks Ended January 7, 2000 and January 8, 1999

               D. Notes to Consolidated Financial Statements                                             6-8

   ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations         9-13



PART II. OTHER INFORMATION

   ITEM 6. Exhibits, Reports on Form 8-K, Signatures                                                      14


SIGNATURES                                                                                                14

</TABLE>

                                                                               2
<PAGE>   3

                                     PART I
                             FINANCIAL INFORMATION
                                   FORM 10-Q

               CHILDTIME LEARNING CENTERS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                           JANUARY 7,              APRIL 2,
                                                                                             2000                   1999
                                                                                          (UNAUDITED)
                                                                                      -------------------    -------------------
<S>                                                                                 <C>                    <C>
ASSETS
Current Assets:
  Cash and cash equivalents                                                           $         1,341,160    $         5,843,329
  Accounts receivable, net                                                                      4,616,898              3,126,072
  Reimbursable construction costs                                                                 651,622                158,249
  Prepaid expenses and other                                                                    2,533,122              2,198,272
  Deferred income taxes                                                                         1,362,000              1,100,000
                                                                                      -------------------    -------------------
     Total current assets                                                                      10,504,802             12,425,922
                                                                                      -------------------    -------------------

Land, buildings and equipment:
  Land                                                                                          9,930,239              9,935,000
  Buildings                                                                                    19,110,753             19,010,848
  Vehicles, furniture and equipment                                                            11,694,930             10,379,719
  Leasehold improvements                                                                        7,570,793              6,766,398
                                                                                      -------------------    -------------------
                                                                                               48,306,715             46,091,965

     Less accumulated depreciation and amortization                                           (12,026,457)           (10,718,523)
                                                                                      -------------------    -------------------
                                                                                               36,280,258             35,373,442

  Land held for disposal                                                                           65,600                512,450
                                                                                      -------------------    -------------------
                                                                                               36,345,858             35,885,892
                                                                                      -------------------    -------------------
Other noncurrent assets:
  Intangible assets, net                                                                       18,858,271             13,350,826
  Refundable deposits and other                                                                   984,453                948,067
                                                                                      -------------------    -------------------
     TOTAL ASSETS                                                                     $        66,693,384    $        62,610,707
                                                                                      ===================    ===================


LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Revolving line of credit                                                            $         2,486,000    $                 0
  Current maturities of long-term debt                                                          1,444,681                746,502
  Accounts payable                                                                              1,481,343              1,607,573
  Accrued wages and payroll taxes                                                               2,691,744              2,753,769
  Accrued vacation                                                                                895,101                971,804
  Other current liabilities                                                                     3,977,752              3,647,344
                                                                                      -------------------    -------------------
     Total current liabilities                                                                 12,976,621              9,726,992

Long-term debt                                                                                  4,268,900              1,891,857
Deferred rent liability                                                                         1,078,997              1,178,617
Deferred income taxes                                                                           3,577,000              3,406,000
                                                                                      -------------------    -------------------
     Total liabilities                                                                         21,901,518             16,203,466
                                                                                      -------------------    -------------------

Commitments and contingencies                                                                      -                      -
                                                                                      -------------------    -------------------

Shareholders' equity:
  Common stock, 10,000,000 shares authorized, no par value; 5,058,655
  issued and outstanding at January 7, 2000 and 5,431,655 at April 2, 1999                     28,717,540             30,836,180
Preferred stock, 1,000,000 shares authorized, no par value; no shares
  issued or outstanding                                                                            -                      -
Retained earnings                                                                              16,074,326             15,571,061
                                                                                      -------------------    -------------------
     Total shareholders' equity                                                                44,791,866             46,407,241
                                                                                      -------------------    -------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                           $        66,693,384     $        62,610,707
                                                                                     ===================     ===================
</TABLE>


The accompanying notes are an integral part of the consolidated financial
                                  statements.


                                                                               3

<PAGE>   4



                              FINANCIAL INFORMATION
                                    FORM 10-Q

                CHILDTIME LEARNING CENTERS, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                      QUARTER-TO-DATE                           YEAR-TO-DATE
                                                    TWELVE WEEKS ENDED                       FORTY WEEKS ENDED
                                             --------------------------------        --------------------------------
                                               JANUARY 7,          JANUARY 8,          JANUARY 7,          JANUARY 8,
                                                 2000                1999                2000                1999
                                             ------------        ------------        ------------        ------------
<S>                                          <C>                 <C>                 <C>                 <C>
Revenues                                     $ 28,864,923        $ 25,524,318        $ 96,371,955        $ 84,875,516
Cost of revenues                               25,827,302          22,031,446          84,564,615          72,854,462
                                             ------------        ------------        ------------        ------------
         GROSS PROFIT                           3,037,621           3,492,872          11,807,340          12,021,054


Marketing expenses                                390,414             355,770           1,288,922           1,156,246
General and administrative expenses             1,728,815           1,607,578           5,463,738           5,279,539
                                             ------------        ------------        ------------        ------------
         OPERATING INCOME                         918,392           1,529,524           5,054,680           5,585,269


Interest expense                                  126,100              75,256             252,338             237,203
Interest income                                    (4,403)            (40,509)           (154,297)           (197,647)
Other income, net                                 (14,799)            (11,154)           (100,417)            (67,406)
                                             ------------        ------------        ------------        ------------
         INCOME BEFORE INCOME TAXES               811,494           1,505,931           5,057,056           5,613,119


Income tax provision                              304,000             567,000           1,895,000           2,117,000
                                             ------------        ------------        ------------        ------------


         NET INCOME                          $    507,494        $    938,931        $  3,162,056        $  3,496,119
                                             ============        ============        ============        ============





Weighted average shares outstanding             5,107,891           5,429,655           5,328,533           5,429,582
                                             ============        ============        ============        ============

Earnings per share - basic and diluted       $       0.10        $       0.17        $       0.59        $       0.64
                                             ============        ============        ============        ============

</TABLE>




The accompanying notes are an integral part of the consolidated financial
                                  statements.
                                                                               4
<PAGE>   5




                             FINANCIAL INFORMATION
                                   FORM 10-Q

               CHILDTIME LEARNING CENTERS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                YEAR-TO-DATE
                                                                                             FORTY WEEKS ENDED
                                                                                   ------------------------------------------
                                                                                         JANUARY 7,         JANUARY 8,
                                                                                            2000               1999
                                                                                   --------------------   -------------------
<S>                                                                                <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                                         $ 3,162,056        $ 3,496,119
     Adjustments to reconcile net income to net
      cash provided by operating activities:
        Depreciation and amortization                                                     2,519,095          2,153,361
        Deferred rent liability                                                             (99,620)           (42,533)
        Deferred income taxes                                                               (91,000)           (75,000)
        Loss on land, buildings and equipment                                                 6,208             10,074
        Impairment loss on long-lived assets                                                281,891               -
     Changes in assets and liabilities providing (consuming) cash:
        Accounts receivable                                                              (1,490,826)          (568,218)
        Prepaid expenses, refundable deposits and other assets                             (334,850)          (480,179)
        Accounts payable, accruals and other current liabilities                             65,450           (768,747)
                                                                                         -----------        -----------
     Net cash provided by operating activities                                            4,018,404          3,724,877
                                                                                         -----------        -----------


CASH FLOWS FROM INVESTING ACTIVITIES:
     Expenditures for land, buildings and equipment                                      (2,552,550)        (2,321,770)
     Expenditures for reimbursable construction costs                                    (2,032,128)        (3,501,961)
     Acquisition of intangible assets                                                    (1,849,448)        (2,471,840)
     Proceeds from sales of land, buildings and equipment                                   628,309              6,097
     Payments for refundable deposits and other assets                                      (36,386)           (74,216)
                                                                                         -----------        -----------
     Net cash used in investing activities                                               (5,842,203)        (8,363,690)
                                                                                         -----------        -----------


CASH FLOWS FROM FINANCING ACTIVITIES:
     Net borrowings on revolving line of credit                                           2,486,000               -
     Payments on long-term debt                                                          (1,925,694)          (924,724)
     Repayments of reimbursable construction costs                                        1,538,755          2,848,299
     Repurchase of common stock                                                          (4,777,431)              -
     Issuance of shares, net of subscriptions receivable                                      -                  3,663
                                                                                         -----------        -----------
     Net cash provided (used) by financing activities                                    (2,678,370)         1,927,238
                                                                                         -----------        -----------

Net decrease in cash and cash equivalents                                                (4,502,169)        (2,711,575)


Cash and cash equivalents, beginning of year                                              5,843,329          5,541,122
                                                                                         -----------        -----------

Cash and cash equivalents, end of period                                                $ 1,341,160        $ 2,829,547
                                                                                         ===========        ===========


</TABLE>


The accompanying notes are an integral part of the consolidated financial
                                  statements.
                                                                               5
<PAGE>   6
               CHILDTIME LEARNING CENTERS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   FORM 10-Q



(1) GENERAL

         The consolidated financial statements of Childtime Learning Centers,
Inc. (the "Company") are unaudited and, in the opinion of management, include
all adjustments necessary to fairly state the Company's financial condition,
results of operations and its cash flows, for the interim periods presented. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the full fiscal year. These statements should be read
in conjunction with the Company's annual report for the fiscal year ended April
2, 1999.

(2) PRINCIPALS OF CONSOLIDATION

         The consolidated financial statements include the accounts of Childtime
Learning Centers, Inc., and its wholly owned subsidiaries (together referred to
as the "Company"). All significant intercompany transactions have been
eliminated. The Company which began operations in 1967, completed its initial
public offering on February 2, 1996. The Company provides for-profit child care
through 285 child care centers located in 22 states and the District of Columbia
as of January 7, 2000.

(3) FISCAL YEAR

         The Company utilizes a 52-53 week fiscal year ending on the Friday
closest to March 31. For fiscal years 1999 and 2000, the year-to-date period
contained forty weeks while the third quarter contained twelve weeks. Both
fiscal years contain 52 weeks.

(4) ACCOUNTS RECEIVABLE

         Accounts receivable is presented net of an allowance for doubtful
accounts. At January 7, 2000 and April 2, 1999, the allowance for doubtful
accounts was $285,000 and $255,000, respectively.

(5) REIMBURSABLE CONSTRUCTION COSTS

         In connection with certain build-to-suit centers to be leased, the
Company enters into arrangements, whereby the Company accumulates costs during
the construction process and is then reimbursed by the developer. The Company
has various legal remedies available pursuant to the construction agreements to
minimize the risk of nonreimbursement. At January 7, 2000 and April 2, 1999,
reimbursable construction costs were $651,622 and $158,249, respectively.

                                                                               6

<PAGE>   7
               CHILDTIME LEARNING CENTERS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                    FORM 10-Q


(5) REIMBURSABLE CONSTRUCTION COSTS-CONTINUED

During the forty weeks ended January 7, 2000 and January 8, 1999, expenditures
under these arrangements were $2,032,128 and $3,501,961, respectively, while
repayments were $1,538,755 and $2,848,299.

(6) LAND HELD FOR DISPOSAL

         Land held for disposal is carried at its estimated fair market value
(which is less than its original cost). Gains and losses on sales and
retirements are included in the determination of the results of operations.
During the forty weeks ended January 7, 2000, the company sold, at their
approximate carrying value, four parcels of land, leaving one remaining parcel.

(7) IMPAIRMENT OF LONG-LIVED ASSETS

         The Company periodically assesses the recoverability of the unamortized
costs of acquired assets in excess of fair value based on a review of projected
undiscounted cash flows of the related centers. These cash flows are prepared
and reviewed by management in connection with the Company's annual long-range
planning process. The Company recorded an impairment loss of $231,007 for a loss
on intangible assets and $50,884 for a loss on tangible property. These
transactions resulted in a related income tax benefit of $106,000 during the
twelve weeks ended January 7, 2000. The loss is recorded under the Cost of
revenues caption in the Consolidated Statement of Income.

(8) INCOME TAXES

         The Company provides for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes," which
requires recognition of deferred tax liabilities and assets for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred tax liabilities and
assets are determined based on the difference between financial statement and
tax bases of assets and liabilities using enacted tax rates in effect for the
year in which the differences are expected to reverse.

(9) COMMON STOCK

         In June, 1999 the Company's board of directors authorized the
repurchase of up to

                                                                               7
<PAGE>   8

               CHILDTIME LEARNING CENTERS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                    FORM 10-Q

(9) COMMON STOCK-CONTINUED

250,000 shares of the Company's common stock and in November, 1999 an additional
250,000 shares were authorized for repurchase. As of January 7, 2000, the
Company has purchased 373,000 shares at a cost of $4,777,431. The Company's
repurchase of shares is recorded as a charge against common stock in an amount
equal to the average paid in capital per share, multiplied by the number of
shares repurchased. The excess, if any, of aggregate repurchase price over the
amount charged against common stock, is charged against retained earnings. As of
January 7, 2000, $2,658,791 was charged against retained earnings.


(10) EARNINGS PER SHARE

         For the twelve week periods ended January 7, 2000 and January 8, 1999,
basic earnings per share has been calculated by dividing earnings available to
common shareholders by the weighted average number of common shares outstanding
for the period. Diluted earnings per share has been calculated by dividing
earnings available to common shareholders by the weighted average number of
common shares outstanding for the period and the assumed conversion of all
potentially dilutive stock options (29,639 shares for the twelve weeks ended
January 7, 2000; 29,022 shares for the forty week period ended January 7, 2000;
38,379 shares for the twelve week period ended January 8, 1999; and 50,469
shares for the forty week period ended January 8, 1999).


(11) SUPPLEMENTAL CASH FLOW INFORMATION

         In connection with the acquisition of certain centers, the Company
incurred seller-financed debt of $5,000,918 during the forty weeks ended January
7, 2000 and $1,493,000 during the twelve weeks ended January 8, 1999.


                                                                               8
<PAGE>   9
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                                    Form 10-Q





GENERAL

         The information presented herein refers to the twelve weeks ("third
quarter 2000") and the forty weeks ("year-to-date 2000") ended January 7, 2000,
compared to the twelve weeks ("third quarter 1999") and the forty weeks
("year-to-date 1999") ended January 8, 1999.

         During the third quarter 2000, the Company added 13 centers and closed
2. The additions include 12 acquisitions and 1 new build/new lease as compared
to 9 acquisitions and 2 new build/new leases during the third quarter 1999.
During year-to-date 2000, the Company has added 29 centers and closed 14. The
additions include 24 acquisitions, 4 new build/new leases, and 1 management
contract. This compares to 22 acquisitions, 5 new build/new leases and 1 center
closing during year-to-date 1999. The center closings were pursuant to
management's on-going plan to divest operations that no longer fall within the
company's long-term growth strategy. Accordingly, as of January 7, 2000, the
Company operated 285 centers, as compared to 268 at January 8, 1999.

         The recently formed joint venture, Oxford Learning Centers of America
("OLCA"), in partnership with Oxford Learning Centres of Canada ("OLCC"), offers
individualized tutoring and enrichment programs for children ages 5 to 14,
tailored to each student's needs. OLCA has proven assessment, tutorial and
enrichment programs, developed over the past seventeen years by OLCC.

         The results of centers opened, acquired, or disposed of are included in
the Company's financial statements from the date of opening or acquisition and
through the date of disposition, as applicable. The timing of such new openings,
acquisitions or dispositions could influence comparisons of year over year
results.

RESULTS OF OPERATIONS

         Third quarter 2000 revenues increased to $28,865,000 from $25,524,000
for the third quarter 1999, a 13.1% increase. This increase was principally
attributable to increased revenues from centers opened or acquired in fiscal
2000 ($2,329,000, or 9.1%) and centers opened or acquired in fiscal 1999
($1,386,000, or 5.4%). Year-to-date 2000 revenues increased to $96,372,000 from
year-to-date 1999 revenues of $84,876,000, an increase of 13.5%. This increase
was principally attributable to increased revenues from centers opened or
acquired in fiscal 1999 ($7,447,000, or 8.8%) and centers opened or acquired in
fiscal 2000 ($3,839,000, or 4.5%). The remaining increase for both the third
quarter and year-to-date 2000 was principally attributable to the growth in
comparable centers and, to a lesser extent, and management contract revenue,
partially offset by centers closed during fiscal 2000.

         Comparable center revenues (centers operating during all of
year-to-date 2000 and year-to-date 1999) increased 1.0% ($245,000) for the third
quarter 2000. Year-to-date comparable

                                                                               9
<PAGE>   10

                    Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                                   Form 10-Q

RESULTS OF OPERATIONS - CONTINUED
center revenues increased 1.5% (1,309,000). The third quarter and year-to-date
2000 increases were principally the result of higher tuition rates, partially
offset by the Company's mixed results for winter enrollments.

         Third quarter 2000 gross profit decreased to $3,038,000 (10.5% of
revenues) from $3,493,000 (13.7% of revenues) for the third quarter 1999, a
13.0% decrease. The $455,000 decrease was principally the result of comparable
centers decrease in gross profit ($420,000), impairment losses (see Note 7 to
Consolidated Financial Statements, $282,000), and centers opened or acquired in
fiscal 2000 ($71,000). These losses were partially offset by gains in centers
opened or acquired in fiscal 1999 ($316,000) and an increase in management
contract revenue ($15,000).

         Year-to-date 2000 gross profit decreased to $11,807,000 (12.3% of
revenues) from $12,021,000 (14.2% of revenues), a 1.8% decrease. The $214,000
decrease in gross profit was principally from comparable centers ($300,000),
impairment losses ($282,000), centers opened or acquired in fiscal 2000
($276,000), and closed centers ($150,000). Gross profit increases from centers
opened or acquired in fiscal 1999 ($761,000), and management contract revenues
($73,000), partially offset these decreases. As previously announced, for both
the third quarter and year-to-date, impairment losses as described in Note 7 in
the Consolidated Financial Statements, certain regional markets falling below
enrollment expectations, and cost of labor increases have put pressure on the
Company's operating margins.

         Marketing expenses increased 9.7% to $390,000 for the third quarter
2000 from $356,000 for the third quarter 1999. Year-to-date 2000 marketing
expenses increased 11.5% to $1,289,000 from $1,156,000. These increases were
primarily due to the additional expenses associated with the promotion and
marketing activities for 285 centers as of the end of the third quarter 2000, as
compared to 268 centers at the end of the third quarter 1999. Marketing
expenses, as a percentage of revenues, for both the third quarter 2000 and the
third quarter 1999 remained at 1.4%. Year-to-date marketing expenses decreased
to 1.3% of revenues from 1.4% for last year, due to operating leverage provided
by higher revenues.

         General and administrative expenses increased 7.5% to $1,729,000 for
the third quarter 2000 from $1,608,000 for the third quarter 1999. Year-to-date
2000 general and administrative expenses increased 3.5% to $5,464,000 from
$5,280,000. As a percentage of revenues, general and administrative expenses
decreased to 6.0% for the third quarter 2000 from 6.3% for the third quarter
1999. Year-to-date 2000 general and administrative expenses decreased to 5.7%
from 6.2% for year-to-date 1999. These percentage decreases are primarily due to
a reduction of certain accruals pursuant to the Company's management incentive
plan resulting from profitability being below expectations, and to a lesser
extent, successful cost containment and operating leverage provided by higher
revenues, partially offset by legal costs awarded by the court for fees
associated with a settled litigation matter during the quarter.

                                                                              10
<PAGE>   11
                    Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                                   Form 10-Q


RESULTS OF OPERATIONS - CONTINUED
         As a result of the foregoing changes, operating income decreased to
$918,000 for the third quarter 2000 from $1,530,000 for the third quarter 1999.
The operating income change of $612,000 represents a decrease of 40.0% from the
third quarter 1999. Year-to-date 2000 operating income decreased 9.5% to
$5,055,000 from $5,585,000.

         Interest expense increased to $126,000 for the third quarter 2000 from
$75,000 for the third quarter 1999. Year-to-date 2000 interest expense increased
to $252,000 from $237,000 for year-to-date 1999. The increases are primarily a
result of interest paid on the revolving line of credit, which is being used to
finance a portion of the Company's stock repurchase plan. See Liquidity and
Capital Resources below for further explanation.
         .
         Year-to-date 2000 other income increased to $100,000 from $67,000. This
increase was principally due to a gain realized on retirement of certain
acquisition indebtedness.

         The provision for income taxes decreased to $304,000 (an effective tax
rate of 37.5%) for the third quarter 2000 from $567,000 (an effective tax rate
of 37.7%) for the third quarter 1999. Year-to-date provision for income taxes
decreased to $1,895,000 (an effective tax rate of 37.5%) from $2,117,000 (an
effective tax rate of 37.7%).

         As a result of the foregoing changes, net income decreased to $507,000,
or 1.8% of revenues for the third quarter 2000, from $939,000, or 3.7% of
revenues for the third quarter 1999. Year-to-date 2000 net income decreased to
$3,162,000, or 3.3% of revenues, from $3,496,000, or 4.1% of revenues.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's primary cash requirements currently consist of its new
center expansion program, maintenance of existing centers, stock repurchase
program and investment in new business opportunities such as the recent tutorial
venture with OLCC.

         As previously announced, on June 10, 1999 the Company was authorized by
its Board of Directors to repurchase up to 250,000 shares of the Company's
common stock. On November 17, 1999, the Board authorized the repurchase of an
additional 250,000 shares. During the current quarter, the Company purchased
258,300 shares for a cost of $3,306,000. As of January 7, 2000, the Company has
repurchased a total of 373,000 shares for a cost of $4,777,000, with the
continuing authorization to purchase up to 127,000 additional shares in the
future.

         The Company believes that cash flow from operations, together with
amounts available under a $7.5 million unsecured revolving line of credit
facility, will be sufficient to satisfy the Company's anticipated cash
requirements on both a long-term and short-term basis. The line of credit bears
annual interest at either the prime rate or an adjusted Eurodollar based rate,
at the Company's option. At January 7, 2000, $2,486,000 was borrowed under this
arrangement.

                                                                              11
<PAGE>   12

                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
                                   Form 10-Q

LIQUIDITY AND CAPITAL RESOURCES - CONTINUED
         Net cash provided by operations increased to $4,018,000 for
year-to-date 2000, from $3,725,000 for year-to-date 1999. Year-to-date net cash
provided by operations of $4,018,000, $5,843,000 of existing cash balances,
$2,486,000 of net borrowings on the line of credit, and $628,000 of proceeds on
the sale of assets, (primarily from the sale of land held for disposal), were
principally used for investment in capital expenditures totaling $4,402,000 (to
add 29 centers, make capital improvements to existing centers, and upgrade
information technology systems), the net funding of reimbursable construction
costs related to certain new build centers ($493,000), the repurchase of 373,300
shares of treasury stock ($4,777,000) and payments on long-term debt
($1,926,000).

         Expenditures related to information technology systems were part of
management's five-year information system plan to accommodate the growth of the
Company for the next five to ten years. In connection with this plan, the
Company purchased and capitalized financial software upgrades and related
hardware of approximately $144,000 during fiscal 1998, $163,000 during fiscal
1999, $125,000 during year-to-date 2000, and has plans to spend approximately
$50,000 - $75,000 to complete this plan during the next six months. The Company
has incurred additional seller-financed notes payable of approximately
$5,001,000 during the year-to-date 2000, related to the acquisition of centers.

IMPACT OF YEAR 2000

         The Year 2000 Issue is the result of computer programs that were
written using two digits rather than four to define the applicable year. If the
Company's computer programs with date-sensitive functions are not Year 2000
compliant, they may recognize a date using "00" as the Year 1900, rather than
the Year 2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions.

         The company has reviewed and tested all of its critical information
systems with embedded chip technology and, as of the date of this report, has
not experienced any problems relating to Year 2000 issue. The company will
continue to monitor all systems, should a problem arise in the future.

         During 1999, the Company identified and contacted its subsidy/funding
providers, major vendors and financial service organizations to determine the
extent to which the Company's operations and interface systems would be
vulnerable if those third parties' failed to remedy their Year 2000 Issues. As
of the date of this report, the Company has not experienced any disruption to
the receipt of payments from the various subsidy/funding providers or any other
material Year 2000 Issues, but will continue to monitor these items for any
irregularities that may occur.

                                                                              12
<PAGE>   13

                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
                                   Form 10-Q

"SAFE HARBOR" STATEMENT UNDER PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

         Statements included herein that are not historical facts, such as those
related to anticipated cash requirements, the investment in joint ventures and
other potential business opportunities, and impact of Year 2000 issues, are
forward-looking statements pursuant to the safe harbor provisions of the
Private/Securities Litigation Reform Act of 1995. Forward-looking statements
involve a number of risks and uncertainties, including, but not limited to,
identification and availability of quality acquisition or new development
targets, the ability to successfully implement new business opportunities such
as the Company's recent OLCA joint venture, continuation of federal and state
assistance programs, demand for child care, the ability of the Company, key
suppliers and customers (including governmental agencies) to successfully comply
with Year 2000 issues, taxing authority legislation, as well as general economic
conditions, pricing and competition. Accordingly, actual results could differ
materially from those projected in such forward-looking statements.

                                                                              13
<PAGE>   14
                                     PART II
                                OTHER INFORMATION
                                    FORM 10-Q

                CHILDTIME LEARNING CENTERS, INC. AND SUBSIDIARIES










Item 6      Exhibits and Reports on Form 8-K

      (a)   Index to Exhibits

<TABLE>
<CAPTION>
                                    Exhibit
                                    Number                                        Description
                                    ------                                        -----------
                                   <S>                                <C>
                                     4.1                               Second Amendment to Credit Agreement
                                     4.2                               Third Amendment to Credit Agreement

                                      27                               Financial Data Schedule (For SEC use only)
</TABLE>

      (b)   Reports on Form 8-K: None







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.



                       CHILDTIME LEARNING CENTERS, INC.
                       (REGISTRANT)








                       /s/ Michael M. Yeager                          2/8/00
                       ----------------------------------------------
                       Michael M. Yeager
                       Chief Financial Officer and Secretary-Treasurer
                       (Duly Authorized Officer and Principal Financial Officer)


                                                                              14
<PAGE>   15


                                 Exhibit Index
                                 -------------

<TABLE>
<CAPTION>

Exhibit
Number                             Description
------                             -----------
<S>                     <C>
4.1                      Second Amendment to Credit Agreement
4.2                      Third Amendment to Credit Agreement

27                       Financial Data Schedule (For SEC use only)
</TABLE>