-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BSU/TKEQnceL6K+f24JTXIADbugUCM6bkJ/2rYG9YP1hd5+rCCLn0bw7bif4XYQq 68IjisdN6HKZ+vd96gtk2w== 0001144204-07-059524.txt : 20071109 0001144204-07-059524.hdr.sgml : 20071109 20071109084120 ACCESSION NUMBER: 0001144204-07-059524 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071108 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071109 DATE AS OF CHANGE: 20071109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOBEL LEARNING COMMUNITIES INC CENTRAL INDEX KEY: 0000721237 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 222465204 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10031 FILM NUMBER: 071228388 BUSINESS ADDRESS: STREET 1: 1615 WEST CHESTER PIKE STREET 2: SUITE 200 CITY: WEST CHESTER STATE: PA ZIP: 19382-6223 BUSINESS PHONE: 484-947-2000 MAIL ADDRESS: STREET 1: 1615 W CHESTER PIKE STREET 2: STE 200 CITY: WEST CHESTER STATE: PA ZIP: 19382-6223 FORMER COMPANY: FORMER CONFORMED NAME: NOBEL EDUCATION DYNAMICS INC DATE OF NAME CHANGE: 19931222 FORMER COMPANY: FORMER CONFORMED NAME: ROCKING HORSE CHILD CARE CENTERS OF AMERICA INC /DE/ DATE OF NAME CHANGE: 19931222 FORMER COMPANY: FORMER CONFORMED NAME: PETRIE CORP DATE OF NAME CHANGE: 19851031 8-K 1 v093078_8-k.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2007 Nobel Learning Communities, Inc. ---------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 1-10031 22-2465204 (State or other jurisdiction of (Commission File Number) I.R.S. Employer incorporation or organization) Identification No.) 1615 West Chester Pike, Suite 200, West Chester, PA 19382-6223 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (484) 947-2000 (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 2.02 Results of Operations and Financial Condition. On November 8, 2007, the Registrant issued a press release announcing its financial results for the first quarter of fiscal year 2008. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing. Item 9.01. Financial Statements and Exhibits (d) Exhibits Number Description of Document - ------ ----------------------- 99.1 Press Release dated November 8, 2007 announcing the Registrant's reporting of its financial results for the first quarter of fiscal year 2008 SIGNATURES 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. Nobel Learning Communities, Inc. (Registrant) November 8, 2007 By: /s/ Thomas Frank ------------------------------------- Name: Thomas Frank Title: Chief Financial Officer EX-99.1 2 v093078_ex99-1.txt Nobel Learning Communities, Inc. Reports Significantly Improved First Quarter Results Fastest First Quarter Revenue Increase in over Six Years, Margins Expand WEST CHESTER, Pa., Nov. 8 /PRNewswire-FirstCall/ -- Nobel Learning Communities, Inc. (Nasdaq: NLCI), a leading operator of private preschools, elementary schools, and middle schools, today reported improved financial results for the first quarter of fiscal 2008, which ended September 29, 2007. First quarter net loss was $290,000, or $(0.03) per share, compared to a first quarter fiscal 2007 net loss of $670,000, or $(0.10) per share. Excluding discontinued operations, the loss for the quarter was $(0.02) per share compared to $(0.07) per share in the year earlier period. First quarter revenues rose to $44,633,000, an increase of 14.1% compared to the first quarter of fiscal 2007. The increase in revenue included a comparable school revenue increase of 5.4%, which consisted of a 3.6% - 4.0% tuition increase and an increase in average enrollments. Schools open or acquired over the past year contributed the balance of the revenue increase. School gross profit for the first quarter of fiscal 2008 was $4,114,000, or 9.2% of revenue, up from $3,190,000, or 8.2%, of revenue in the first quarter of fiscal 2007. This 100 basis point improvement in the gross profit margin resulted from leveraging our school staffing costs and strong control of school operating costs. First quarter 2008 general and administrative expenses were up 21.0% compared to a year ago primarily due to a rise in personnel, consulting and acquisition related amortization. George Bernstein, President and Chief Executive Officer of Nobel Learning Communities, Inc., stated, "In the first quarter we successfully executed on virtually every one of our strategic initiatives, growing through tuition rate and enrollment increases, opening new schools and making opportunistic, accretive acquisitions. As a result, both total revenue and comparable school revenue grew at the fastest first quarter rates in over six years. Our strong revenue growth combined with our disciplined cost management enabled us to significantly expand our gross margin. We are very proud that we have been able to balance our new school openings, acquisitions and comparable schools growth in a manner that accelerates both our top line growth and bottom line financial performance. "During the first quarter we began migrating our successful preschool model to our elementary and middle schools to further strengthen our curriculum and develop a differentiated educational product. This strategy is building interest and loyalty from students and parents alike. By effectively implementing this strategy, we have three consecutive years of consistently improving financial performance and tremendous momentum entering this new school and fiscal year." About Nobel Learning Communities Nobel Learning Communities, Inc. is a national network of over 155 nonsectarian private schools, including preschools, elementary schools, and middle schools in 13 states across the nation and the District of Columbia. Nobel Learning Communities provides high-quality private education, with small class sizes, caring and skilled teachers, and attention to individual learning styles. Nobel Learning Communities also offers an array of supplemental educational services, including before- and after-school programs, the Camp Zone(R) summer program, learning support programs, and specialty high schools. For more information on Nobel Learning Communities, please visit http://www.NobelLearning.com. Except for historical information contained in this press release, the information in this press release consists of forward looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward looking statements. Potential risks and uncertainties include changes in market demand, market conditions, competitive conditions including tuition price sensitivity, execution of growth strategy, changes in labor force reducing demand or need for private schools and the acceptance of newly developed and converted schools. Other risks and uncertainties are discussed in the Company's filings with the SEC. These statements are based only on management's knowledge and expectations on the date of this press release. The Company will not necessarily update these statements or other information in this press release based on future events or circumstances. NLCI-F Nobel Learning Communities, Inc. Consolidated Statements of Operations For the Thirteen Weeks Ended September 29, 2007 and September 30, 2006 (In thousands except per share data) (Unaudited) Thirteen Weeks Ended --------------------------------------- September 29, 2007 September 30, 2006 ------------------ ------------------ Revenues $ 44,633 $ 39,108 -------- -------- Gross Profit 4,114 3,190 General and administrative expenses 4,460 3,686 -------- -------- Operating loss (346) (496) Interest expense 47 322 Other income (16) (136) -------- -------- Loss from continuing operations before income taxes (377) (682) Income tax benefit (147) (266) -------- -------- Loss from continuing operations (230) (416) Loss from discontinued operations, net of taxes (60) (254) -------- -------- Net loss (290) (670) Preferred stock dividends -- 132 -------- -------- Loss applicable to common stockholders $ (290) $ (802) ======== ======== Weighted average common shares - diluted 10,367 8,093 Diluted loss per share: Loss from continuing operations $ (0.02) $ (0.07) Loss from discontinued operations (0.01) (0.03) -------- -------- Loss per share $ (0.03) $ (0.10) ======== ======== As of As of Selected Balance Sheet data: September 29, 2007 June 30, 2007 - ---------------------------- ------------------ ------------- Cash and cash equivalents $ 1,521 $ 3,814 Property and equipment, net 26,934 24,412 Goodwill and intangible assets, net 53,232 51,681 Deferred revenue 17,225 12,835 Total debt -- -- Stockholders' equity $54,063 $54,218 Number of schools 157 151 Certain reclassifications have been made to the prior year condensed financial statements to conform to current period presentation. Certain financial information is presented on a rounded basis, which may cause minor differences. -----END PRIVACY-ENHANCED MESSAGE-----