-----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, MVj9T2FojZUxGaU2PzXLhrDig7SvXUPhJt8XdfBzCxIIhdFnNeQCaYohodMZBQ8e /VojR45V5oCnlC+nRv7hsw== 0000891092-04-001974.txt : 20040428 0000891092-04-001974.hdr.sgml : 20040428 20040428080245 ACCESSION NUMBER: 0000891092-04-001974 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040427 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDUCATION MANAGEMENT CORPORATION CENTRAL INDEX KEY: 0000880059 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 251119571 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21363 FILM NUMBER: 04758545 BUSINESS ADDRESS: STREET 1: 300 SIXTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4125620900 MAIL ADDRESS: STREET 1: 300 SIXTH AVE CITY: PITTSBURGH STATE: PA ZIP: 15222 8-K 1 e17644_8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 27, 2004 ---------- Education Management Corporation (Exact Name of Registrant as Specified in Charter) Pennsylvania 000-21363 25-1119571 (State or Other Jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 210 Sixth Avenue, Pittsburgh, Pennsylvania 15222 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (412) 562-0900 ================================================================================ ================================================================================ ================================================================================ Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Exhibit 99.1 Press release dated April 27, 2004. Item 9. Regulation FD Disclosure. On April 27, 2004, Education Management Corporation (the "Company") issued a press release announcing its financial results for the quarter ended March 31, 2004. A copy of the April 27, 2004 press release is attached hereto as an exhibit and incorporated herein by reference. The information included in the attached exhibit and contained in Item 9 of this Current Report is being furnished pursuant to "Item 12. Results of Operations and Financial Condition" of Form 8-K in accordance with SEC Release Nos. 33-8216 and 34-47583. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. ================================================================================ 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 hereunto duly authorized. EDUCATION MANAGEMENT CORPORATION ================================================================================ By: /s/ ROBERT T. MCDOWELL ---------------------------- Robert T. McDowell Executive Vice President and Chief Financial Officer Dated: April 27, 2004 EXHIBIT INDEX Exhibit No. Description 99.1 Press release dated April 27, 2004 EX-99.1 2 e17644ex99_1.txt PRESS RELEASE Exhibit 99.1 Education Management Corporation Reports Fiscal 2004 Third Quarter Results PITTSBURGH, April 27 /PRNewswire-FirstCall/ -- Education Management Corporation (Nasdaq: EDMC) today reported its financial results for the third quarter ended March 31, 2004. For the quarter, net revenues increased 35.4% to $235.2 million and net income grew 37.4% to $25.4 million, or $0.34 cents per diluted share, compared to the third quarter last year. John R. McKernan, Jr., EDMC's Vice Chairman and Chief Executive Officer, commented, "EDMC's performance in the third quarter exceeded our expectations and we continue to see strong classroom-based and online enrollment growth within our education system. Both total and same school enrollment growth are near record levels. In the quarter, we also made significant progress toward expanding our online presence as student enrollment at The Art Institute Online more than doubled and new online programs were introduced at South University." Financial highlights: - Revenues for the three months ended March 31, 2004 increased 35.4% to $235.2 million, compared to $173.7 million for the same period a year ago. Current year student enrollment and revenue reflect the acquisitions of South University and American Education Centers. Revenue growth in the third quarter resulted from a 35.6% increase in total student enrollment at the start of the quarter and an increase of approximately 6% in average tuition rates. Average revenue per student declined slightly in the quarter compared to the prior year period due to the impact of recent acquisitions. Total enrollment at the start of the third quarter of fiscal 2004 was 58,950 students as compared to 43,461 students at the start of the prior year period. - Third quarter income before interest and taxes (operating income) rose 47.8% to $44.7 million from $30.2 million for the same period a year ago. The consolidated operating income margin increased 160 basis points for the quarter due in part to greater operating leverage, the expected lower employee health benefit expense as a percentage of revenue and the timing of certain expenses earlier in the fiscal year. - The effective tax rate for the third quarter was 42.3%, up from 38.0% recorded in the third quarter of the prior year. The increase in the effective tax rate is due to higher state and foreign tax expense. - Net income for the quarter grew 37.4% to $25.4 million, or $0.34 per diluted share, compared to $18.5 million, or $0.25 per diluted share, in the third quarter last year. - At March 31, 2004, the Company had cash and cash equivalents of $44.1 million, and no outstanding revolver borrowings. Cash flow from operations rose to $203.9 million for the nine-month period from $113.6 million last year. Cash flow was significantly higher partly due to an increase in payables and accrued liabilities, and because the timing of The Art Institutes' summer start this fiscal year required financial aid to be paid in July. Such aid was paid in June for the summer quarter in the preceding fiscal year. - Capital expenditures for the third quarter and year-to-date totaled $16.6 million and $65.7 million, respectively on an accrual basis, compared to $12.1 million and $67.7 million in last year's comparable periods. Student Enrollment At the start of the current spring quarter (fourth quarter of fiscal 2004), total enrollment at EDMC's schools was 57,141 students, a 36.8% increase from the same time last year. Same-school enrollment (schools owned for one year or more) increased 14.9% to 47,996 students. 2004 2003 % Spring Spring Change Total enrollment 57,141 41,767 36.8% Same-school enrollment (owned for 1 year or more) 47,996 41,767 14.9% Same-school enrollment (owned for 2 years or more) 46,745 40,669 14.9% Students taking 100% of their coursework online 1,660 729 127.7% The Company's quarterly revenues and income fluctuate with student enrollment patterns. Student enrollment has typically peaked in the fall (fiscal year second quarter), when the largest number of recent high school and college graduates traditionally begin post-secondary education programs. The Company's quarterly costs and expenses, however, do not fluctuate as significantly as revenues. Business Outlook For the fourth quarter, the Company estimates diluted EPS of $0.18. For the fiscal year ending June 30, 2004, the Company projects revenue growth of approximately 33% and diluted EPS of approximately $1.01. For the full fiscal year 2004, we anticipate an effective tax rate of 41.0%. Capital spending for the year is expected to be less than 10.5% of revenue. Conference Call with Management Education Management will host a conference call to discuss its fiscal 2004 third quarter results tomorrow at 10:30 a.m. (Eastern Time). Those wishing to participate in this call should dial 303-262-2075 approximately 10 minutes prior to the start of the call. A listen-only audio of the conference call will also be broadcast live over the Internet at www.edmc.com. Education Management Corporation ( www.edmc.com ) is among the largest providers of private post-secondary education in North America, based on student enrollment and revenue. Student enrollment exceeded 58,000 as of fall 2003. EDMC has 66 primary campus locations in 24 states and two Canadian provinces. EDMC's education institutions offer a broad range of academic programs concentrated in the media arts, design, fashion, culinary arts, behavioral sciences, health sciences, education, information technology, legal studies and business fields, culminating in the award of associate's through doctoral degrees. EDMC has provided career-oriented education for over 40 years, and its education institutions have more than 150,000 alumni. This press release may include information that could constitute forward- looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements may involve risk and uncertainties that could cause actual results to differ materially from any future results encompassed within the forward-looking statements. Factors that could cause or contribute to such differences include those matters disclosed in the Company's Securities and Exchange Commission filings. Past results of EDMC are not necessarily indicative of its future results. EDMC does not undertake any obligation to update any forward-looking statements. EDUCATION MANAGEMENT CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Dollars in thousands, except per share amounts) For the three months For the nine months ended March 31, ended March 31, (unaudited) (unaudited) 2004 2003 2004 2003 Net revenues $235,150 $173,691 $637,106 $476,970 Costs and expenses: Educational services 142,112 108,446 401,413 303,329 General and administrative 46,439 33,840 123,295 93,322 Amortization of intangible assets 1,931 1,191 5,193 3,251 190,482 143,477 529,901 399,902 Income before interest and taxes 44,668 30,214 107,205 77,068 Interest expense, net 583 339 2,093 981 Income before income taxes 44,085 29,875 105,112 76,087 Provision for income taxes 18,638 11,354 43,007 28,917 Net income $25,447 $18,521 $62,105 $47,170 Diluted earnings per share* $0.34 $0.25 $0.83 $0.65 Weighted average number of diluted shares outstanding (000's):* 75,493 73,084 74,549 72,926 * Prior periods adjusted to reflect a 2-for-1 stock split on December 22, 2003 Selected Cash Flow Data (unaudited): For the three months For the nine months ended March 31, ended March 31, 2004 2003 2004 2003 Net cash flows from operations $125,317 $92,230 $203,866 $113,648 Capital expenditures 16,564 12,090 65,692 67,738 Depreciation and amortization 14,596 11,892 40,321 30,443 Selected Consolidated Balance Sheet Data (unaudited): As of March 31, 2004 2003 Cash and cash equivalents $ 44,112 $96,617 Receivables, net 49,251 34,877 Current assets 132,664 156,999 Total assets 745,695 566,435 Current liabilities 236,957 157,226 Long-term debt (including current portion) 3,482 3,521 Shareholders' investment 501,158 403,357 Certain amounts from prior periods have been reclassified to conform with the current presentation. COMPANY CONTACTS: Robert McDowell Executive Vice President and Chief Financial Officer (412) 562-0900 James Sober, CFA Vice President, Investor Relations (412) 995-7684 SOURCE Education Management Corporation -0- 04/27/2004 /CONTACT: Robert McDowell, Executive Vice President and Chief Financial Officer, +1-412-562-0900, or James Sober, CFA, Vice President, Investor Relations, +1-412-995-7684, both of Education Management Corporation/ /Web site: http://www.edmc.com / (EDMC) CO: Education Management Corporation ST: Pennsylvania IN: EDU ART HED SU: ERN ERP CCA MAV -----END PRIVACY-ENHANCED MESSAGE-----