-----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, EIz0N3ktXcfGOKfksLQ6c5IMaDsf4rlkQ21EV3m52CSC+JeEYskgJhm2nK2t0AWk Wu39VC6eWvMva8iwF+Lrlw== 0001144204-09-047801.txt : 20090910 0001144204-09-047801.hdr.sgml : 20090910 20090910114909 ACCESSION NUMBER: 0001144204-09-047801 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090908 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090910 DATE AS OF CHANGE: 20090910 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: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10031 FILM NUMBER: 091062055 BUSINESS ADDRESS: STREET 1: 1615 W CHESTER PIKE STREET 2: STE 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 v159994_8k.htm


 
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):  September 08, 2009
 
Nobel Learning Communities, Inc.
 

(Exact name of Registrant as specified in its charter)
 
Delaware
 
1-10031
 
22-2465204
(State or other jurisdiction of incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer 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):
 
r
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
r
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
r
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
r
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 September 8, 2009 the Registrant issued a press release announcing its financial results for the fourth quarter of fiscal year 2009.  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 September 8, 2009 announcing the Registrant’s reporting of its financial results for the fourth quarter of fiscal year 2009.

 
 
 
 

 
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)
 
     
       
September 8, 2009
By:
/s/ Thomas Frank  
    Name: Thomas Frank  
    Title:   Chief Financial Officer  
       

EX-99.1 2 v159994_ex99-1.htm
For:
Nobel Learning Communities, Inc.
Tom Frank
Chief Financial Officer
484-947-2000



Nobel Learning Communities, Inc. Reports Fourth Quarter and Fiscal 2009 Financial Results

Enters Online and Distance Learning Market and Expands Curriculum through High School with Acquisition of Laurel Springs School


WEST CHESTER, Pa. – September 8, 2009 – Nobel Learning Communities, Inc. (NASDAQ: NLCI), a leading operator of private preschools, elementary schools, and middle schools, today reported results for the fourth quarter and fiscal year 2009 ended June 27, 2009.

For fiscal 2009, revenues were $220.1 million, up 7.8% from $204.2 million for fiscal 2008.  EBITDA for fiscal 2009 was $21.4 million, up 5.9% from $20.2 million in fiscal 2008.  Net income on a GAAP basis was $4.6 million or $0.43 per fully diluted share for fiscal 2009, compared to $7.7 million or $0.72, respectively, for fiscal 2008.  Adjusted for school closure costs and certain professional fees, adjusted non-GAAP net income for fiscal 2009 was $5.7 million or $0.53 per fully diluted share.  Excluding the gain from a contract settlement this compares to fully diluted adjusted non-GAAP net income of $7.1 million or earnings per share of $0.67 for fiscal 2008. Adjusted Net Income,  Diluted Earnings per Share and EBITDA are non-GAAP measures that exclude certain items detailed later in this press release under the heading “Reconciliation of Non-GAAP Financial Measures.”  Comparable school revenues were down 1.2% for fiscal 2009, primarily due to a 4.7% decline in enrollments.

George Bernstein, President and Chief Executive Officer of Nobel Learning Communities, Inc., stated, “Nobel Learning achieved record revenues in fiscal 2009, despite the sharp increase in unemployment that negatively impacted our primarily dual-income households and reduced our comparable school revenues by 1.2% for the year.  Anecdotal evidence suggests that our enrollment trends exceeded industry averages, a strong endorsement of our model and our continued investment in our facilities, teachers and administrators.   In fiscal 2009, we continued to grow, opening four new schools and acquiring nine schools.  In the last two years we have increased the total number of schools operated by 20 percent.  Having built a leading educational platform, we are now in position to pursue our new strategic initiatives to sustain our growth, increase the scalability of our models and improve returns for our shareholders over the long term.”

 
 

 
Acquisition of Laurel Springs School
The Company today announced the acquisition of Laurel Springs School, an online and distance learning school (www.laurelsprings.com). Laurel Springs’ educational program spans the entire K-12 market and has a fully accredited curriculum that includes Honors AP Courses, a Gifted and Talented program, a chapter of the National Honor Society, virtual clubs, online symposiums and a strong college preparatory program. Laurel Springs’ student body includes elite athletes, entertainers and home schoolers from all 50 states and from 40 foreign countries.

Mr. Bernstein added, “This acquisition extends our educational programs through high school and gives Nobel Learning a fully integrated K-12 platform.  In addition, it immediately positions us as a leader in the rapidly growing, private school distance learning market.  As a result, we now have a strong new strategic growth platform with a global reach and a leading position in college preparatory distance learning.”

Fourth Quarter 2009 Results
Revenues for the fiscal 2009 fourth quarter were $56.4 million, marginally higher than the fourth quarter of fiscal 2008.  EBITDA for the fourth quarter of 2009 was $5.4 million compared to $6.9 million for the fourth quarter of 2008.  Net income on a GAAP basis was $466,000, or $0.04 per fully diluted share, for the fourth quarter of fiscal 2009, compared to $3.3 million, or $0.31 per fully diluted share, in the fourth quarter of fiscal 2008.  During the fourth quarter of fiscal 2009, the company incurred a number of charges related to the previously announced lawsuit filed against the Company by the Department of Justice and the previously announced closing of six financially underperforming schools including one school closed due to physical facility limitations which may be remediated by the property’s landlord.  In the aggregate, the highlighted legal and school closure costs amounted to $1.3 million, pre-tax, or approximately $0.08 per fully diluted share in the quarter.  As adjusted for these items adjusted non-GAAP net income for the fourth quarter of 2009 was $1.3 million, or $0.12 per fully diluted share.  Results for the fourth quarter of 2008 included a gain on a contract settlement; excluding that gain, fourth quarter 2008 adjusted non-GAAP net income was $2.8 million or $0.26 per fully diluted share.  Adjusted Net Income, Diluted Earnings per Share and EBITDA are non-GAAP measures that exclude certain items detailed later in this press release under the heading “Reconciliation of Non-GAAP Financial Measures.”  Comparable school revenues in the fourth quarter of 2009 were down 3.9%, primarily due to a 7% decrease in enrollments.

 
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Looking ahead to Fiscal 2010
Mr. Bernstein concluded, “We enter our new fiscal year in sound financial condition and with a refined strategy focused on leveraging the complementary nature of our two very strong business models.  Our traditional preschool platform will continue to be managed to sustain its significant cash flow opportunities.  With the acquisition of Laurel Springs, we now have an integrated K-12 platform that is among the first in the world with brick, brick and click, and click only curriculum delivery modalities.  This business will be managed to capitalize on the significant growth opportunities achievable through the highly-scalable nature of our distance learning and online programs.  We believe these dual growth tracks represent an important evolution of our long-term growth strategy that will allow us to create additional value for Nobel Learning stockholders.”

About Nobel Learning Communities
Nobel Learning Communities, Inc. is a national network of over 180 nonsectarian private schools, including preschools, elementary schools, and middle schools in 15 states across the nation. 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® summer program, learning support programs, and specialty high schools. For more information on Nobel Learning Communities, please visit www.NobelLearning.com. For more information on Laurel Springs, please visit www.LaurelSprings.com


Safe Harbor Statement
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 ability to hire and retain qualified personnel, competitive market demand and conditions, ability to find affordable real estate, ability to obtain the capital required to implement plans, government regulations, changes in economic conditions reducing demand or need for private schools, potential negative publicity and defense against such,  environmental health conditions, the small number of stockholders with majority ownership, effective financial reporting controls, competitive conditions including tuition price sensitivity, execution of growth and operating strategies, 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 does not intend to update these statements or other information in this press release based on future events or circumstances.

 
 
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This press release contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission.  Financial measures are presented both in accordance with United States generally accepted accounting principles ("GAAP") and also on a non-GAAP basis. Adjusted Net Income and the related earnings per share figures and EBITDA in this release are non-GAAP financial measures. Adjusted Net Income and EBITDA exclude the special items described elsewhere in this release.  Due to the number of non-operating related items included in net income, we present EBITDA as derived from the operating income line as we believe this provides the user the most useful and comparable information on an operating basis.  The Company believes that the use of certain non-GAAP financial measures enables the Company and its investors and potential investors to evaluate and compare the Company's results from operations generated from its business in a more meaningful and consistent manner and provides an analysis of operating results using the same measures used by the Company's chief operating decision makers to measure the performance of the Company. Please see the financial summary below for information reconciling non-GAAP financial measures to comparable GAAP financial measures.
 


 
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Nobel Learning Communities, Inc.
Consolidated Statements of Operations
For the Thirteen and Fifty Two Weeks Ended June 27, 2009 and June 28, 2008
(Amounts in thousands except per share data; net income per share totals may not sum due to rounding)

 
   
Thirteen Weeks Ended
         
Fifty Two Weeks Ended
       
   
June 27,
   
June 28,
   
June 27,
   
June 28,
 
   
2009
   
2008
   
2009
   
2008
 
                         
Revenues
  $ 56,410     $ 56,319     $ 220,103     $ 204,201  
Gross profit
    6,501       9,569       28,984       30,651  
General and administrative expenses
    4,728       4,934       18,726       18,516  
Operating income
    1,773       4,635       10,258       12,135  
   Interest expense
    222       205       981       475  
   Other income
    (13 )     (8 )     (78 )     (326 )
Income from continuing operations before income taxes
    1,564       4,438       9,355       11,986  
Income tax expense
    605       1,713       3,622       4,621  
Income from continuing operations
    959       2,725       5,733       7,365  
Income (loss) from discontinued operations, net of income tax effect
    (493 )     610       (1,169 )     313  
Net income
  $ 466     $ 3,335     $ 4,564     $ 7,678  
                                 
Weighted average diluted common shares outstanding:
    10,699       10,637       10,701       10,630  
                                 
Income from continuing operations
  $ 0.09     $ 0.26     $ 0.54     $ 0.69  
Income (Loss) from discontinued operations
    (0.05 )     0.06       (0.11 )     0.03  
Net income per diluted share
  $ 0.04     $ 0.31     $ 0.43     $ 0.72  
                                 
                                 
 
 Reconciliation of Non-GAAP Financial Measures
               
                 
 
   
Thirteen Weeks
Ended
   
Thirteen Weeks
Ended
   
Fifty Two Weeks
Ended
   
Fifty Two Weeks
Ended
 
   
June 27, 2009
   
June 28, 2008
   
June 27, 2009
   
June 28, 2008
 
Net income
  $ 466     $ 3,335     $ 4,564     $ 7,678  
                                 
Lease exit costs for closed schools, net of tax
    125       -       125       -  
Change in Accounting Estimate - re-determination of useful life - depreciation for closed schools, net of tax
    550       -       619       -  
Professional fees for evaluation of Company sale process, net of tax
    -       -       226       -  
Professional fees for DOJ lawsuit, net of tax
    138       -       176       -  
Realization of gain contingency on lease contract net of related property costs, net of tax
    -       (572 )     -       (572 )
Total adjustments, net of tax
    813       (572 )     1,146       (572 )
                                 
Adjusted net income
  $ 1,279     $ 2,763     $ 5,710     $ 7,106  
                                 
Weighted average diluted shares outstanding
    10,699       10,637       10,701       10,630  
Adjusted net income per share
  $ 0.12     $ 0.26     $ 0.53     $ 0.67  
                                 
                                 
                                 
Operating Income
  $ 1,773     $ 4,635     $ 10,258     $ 12,135  
                                 
Items excluded from operating income to reconcile non-GAAP operating income:
                               
Stock based compensation
    241       192       1,012       717  
Depreciation and amortization
    3,344       2,042       10,087       7,320  
Total adjustments
    3,585       2,234       11,099       8,037  
                                 
EBITDA
  $ 5,358     $ 6,869     $ 21,357     $ 20,172  
 
 
 
5

 
 
Nobel Learning Communities, Inc.
Selected Balance Sheet Data
As of June 27, 2009  and June 28, 2008
(Amounts in thousands except per share data; net income per share totals may not sum due to rounding)
(Unaudited)
 
 
   
As of
 
   
June 27, 2009
   
June 28, 2008
 
             
Cash and cash equivalents
  $ 786     $ 1,064  
Property and equipment, net
    28,750       28,098  
Goodwill and intangible assets, net
    78,214       72,303  
Deferred revenue
    14,526       15,003  
Total debt
    13,525       12,500  
Stockholder's equity
  $ 68,886     $ 62,914  
                 
Number of schools
    180       173  
 
 


Certain reclassifications have been made to the prior year condensed financial statements to current period presentation to conform with the current presentation of schools reported as discontinued operations.  Certain financial information is presented on a rounded basis, which may cause minor differences
 


 
 
 
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