-----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, HbK/bobHYrL6+kcBTX3PJzspx/GIxPULd0ITwlCqhx1IB021J+MsQrOQrv9kUoxf W0RspdNPb4CgwYKu/OLYeA== 0001275287-05-003281.txt : 20050818 0001275287-05-003281.hdr.sgml : 20050818 20050817213525 ACCESSION NUMBER: 0001275287-05-003281 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050817 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050818 DATE AS OF CHANGE: 20050817 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: 051034531 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 em3445.txt ================================================================================ UNITED STATES 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): AUGUST 17, 2005 EDUCATION MANAGEMENT CORPORATION (Exact Name of Registrant as Specified in Charter) Pennsylvania 000-21363 25-1119571 (State or Other Jurisdiction (Commission (IRS Employer of incorporation) File Number) 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 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 August 17, 2005, Education Management Corporation issued a press release announcing its financial results for the quarter and fiscal year ended June 30, 2005. A copy of the August 17, 2005 press release is attached hereto as an exhibit and incorporated herein by reference. The information included this Form 8-K, including the exhibit, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed to be 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. ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS (a) None. (b) None. (c ) Exhibits Exhibit 99.1 Press release dated August 17, 2005 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: August 17, 2005 EXHIBIT INDEX Exhibit No. Description - ----------- ----------------------------------- 99.1 Press release dated August 17, 2005 EX-99.1 2 em3445ex991.txt Exhibit 99.1 EDUCATION MANAGEMENT CORPORATION REPORTS FISCAL 2005 FOURTH QUARTER AND FISCAL YEAR RESULTS PITTSBURGH, Aug. 17 /PRNewswire-FirstCall/ -- Education Management Corporation (Nasdaq: EDMC) today reported its financial results for the fourth quarter and twelve months ended June 30, 2005. For the quarter, net revenues increased 18.3% to $255.3 million and net income grew 31.6% to $19.6 million, or $0.26 cents per diluted share. For the twelve months ended June 30, 2005, revenues rose 19.5% to $1,019.3 million and net income grew 31.9% to $101.6 million, or $1.35 per diluted share. John R. McKernan, Jr., EDMC's Vice Chairman and Chief Executive Officer, commented, "We are pleased to report another fiscal year of strong financial results. Enrollment growth for the first quarter of fiscal 2006 met our expectations. We believe we will continue to deliver consistent financial performance during fiscal 2006." Today, EDMC also announced that Joe Charlson, currently EDMC's Senior Vice President - Strategic Marketing, has been appointed Chief Marketing Officer of the Company. In his new role, Mr. Charlson provides leadership to all marketing and admissions areas within EDMC. Before joining EDMC in February, Mr. Charlson co-led a $1.5 billion retail pharmacy business for Target Corporation. Prior to working for Target, he was with McKinsey & Company. Mr. McKernan said, "Over the last six months Joe Charlson has demonstrated the leadership qualities and marketing expertise to enable EDMC to reach a broader prospective student population. We are very pleased to have Joe promoted to this very important role for the Company." Financial highlights: * Revenues for the three months ended June 30, 2005 increased 18.3% to $255.3 million, compared to $215.9 million for the same period a year ago. For the twelve months ended June 30, 2005, revenues rose 19.5% to $1,019.3 million, compared to $853.0 million for the comparable twelve- month period last year. Revenue growth in the fourth quarter of fiscal 2005 resulted from a 12.3% increase in total student enrollment and an approximate 6% increase in average revenue per student. Total enrollment at the start of the fourth quarter of fiscal 2005 was 64,179 students compared to 57,141 students for the same period last year. * Fourth quarter income before interest and taxes (operating income) rose 30.0% to $33.5 million from $25.8 million for the same period a year ago. For fiscal 2005, operating income rose 26.8% to $168.6 million compared with $133.0 million in the prior year. The consolidated operating margin improved 120 and 95 basis points for the quarter and fiscal year, respectively. For both periods, the improvement in consolidated operating margin was due in part to lower rent and salary expense as a percentage of revenue. * The effective tax rates for the 2005 fiscal fourth quarter and year were 43.1% and 39.8%, respectively, as compared to 41.3% and 41.0% for the fourth quarter and fiscal 2004 periods. * Net income for the quarter grew 31.6% to $19.6 million, or $0.26 per diluted share, compared to $14.9 million, or $0.20 per diluted share, in the fourth quarter last year. For fiscal 2005, net income rose 31.9% to $101.6 million, or $1.35 per diluted share, compared to $77.0 million, or $1.03 per diluted share in the prior fiscal year. * At June 30, 2005, the Company had cash and cash equivalents of $172.0 million and short term revolving credit borrowings of $66.0 million, compared to $116.7 million and $125.1 million, respectively, at June 30, 2004. Cash flow from operations for the twelve-month period ended June 30, 2005 was $193.2 million compared to $163.3 million last fiscal year. Fiscal 2005 cash flow was higher due in part to improved net income and higher non-cash charges, partially offset by changes in other working capital components. * Capital expenditures were $85.8 million, or 8.4% of revenue for fiscal 2005, compared to $80.7 million, or 9.5% of revenue, in fiscal 2004. Capital expenditures for fiscal 2005 include a $14.6 million cumulative adjustment for lease accounting recorded in the third quarter related to cash received directly from landlords for leasehold improvements. Student Enrollment At the start of the current summer quarter (first quarter of fiscal 2006), total enrollment at EDMC's schools was 59,739 students, a 12.6% increase from the same time last year. Same-school enrollment (schools owned for one year or more) increased 12.0% to 59,457 students. Students taking 100% of their coursework online increased 78.4% to 3,461 students. 2006 2005 % Summer Summer Change ------ ------ ------ Total enrollment 59,739 53,073 12.6% Same-school enrollment (owned for 1 year or more) 59,457 53,073 12.0% Students taking 100% of their coursework online 3,461 1,940 78.4% The Company's quarterly revenues and income fluctuate primarily as a result of the pattern of student enrollments. Student enrollment at the Art Institute schools 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 first quarter is typically the lowest revenue recognition quarter due to student vacations. The seasonality of the Company's business has decreased over the last several years due to an increased percentage of students at the Company's schools enrolling in bachelor's and graduate degree programs. Business Outlook Effective July 1, 2005, the Company adopted Statement of Financial Accounting Standards No. 123R, "Share-Based Payment" ("SFAS 123R"), using the (modified retrospective method.) Beginning with the first quarter of fiscal 2006, the Company will reflect compensation expense in accordance with the SFAS 123R transition provisions. Under the modified retrospective method, companies are allowed to restate prior periods by recognizing compensation cost in the amounts previously reported in the pro forma footnote disclosures. Accounting for the projected impact of SFAS 123R, the Company estimates first fiscal quarter revenue growth of 17% and diluted EPS of $0.09 compared to $0.05 in the prior year period. For the fiscal year ending June 30, 2006, the Company projects revenue growth of 15% and diluted EPS of $1.43 compared to $1.13 in the prior year period after adjusting for the projected impact of SFAS 123R. Conference Call with Management Education Management will host a conference call to discuss its fiscal 2005 fourth quarter and year end results on Thursday, August 18, 2005 at 10:30 a.m. (Eastern Time). Those wishing to participate in this call should dial 303-262-2194 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. EDMC has 71 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. 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) (unaudited)
For the three months For the fiscal year ended June 30, ended June 30, ----------------------------- ----------------------------- 2005 2004 2005 2004 ------------- ------------- ------------- ------------- Net revenues $ 255,337 $ 215,913 $ 1,019,338 $ 853,019 Costs and expenses: Educational services* 165,603 144,719 640,445 546,132 General and administrative 54,772 43,695 203,813 166,990 Amortization of intangible assets 1,422 1,718 6,492 6,911 221,797 190,132 850,750 720,033 Income before interest and taxes 33,540 25,781 168,588 132,986 Interest (income) expense, net (927) 382 (220) 2,475 Income before income taxes 34,467 25,399 168,808 130,511 Provision for income taxes 14,852 10,490 67,234 53,497 Net income $ 19,615 $ 14,909 $ 101,574 $ 77,014 Diluted earnings per share $ 0.26 $ 0.20 $ 1.35 $ 1.03 Weighted average number of diluted shares outstanding (000's): 75,747 75,594 75,153 74,870
Selected Cash Flow Data*:
For the three months For the fiscal year ended June 30, ended June 30, ----------------------------- ----------------------------- 2005 2004 2005 2004 ------------- ------------- ------------- ------------- Net cash flows provided by (used in) operations $ (63,387) $ (41,190) $ 193,189 $ 163,296 Depreciation and amortization 15,076 14,966 79,964 55,287 Capital expenditures (17,695) (15,011) (85,834) (80,703)
Selected Consolidated Balance Sheet Data: As of June 30, ----------------------- 2005 2004 ---------- ---------- Cash and cash equivalents $ 171,974 $ 116,728 Receivables, net 57,968 52,196 Current assets 279,678 205,054 Total assets 956,027 827,999 Current liabilities 232,638 281,508 Long-term debt (including current portion) 70,420 139,560 Shareholders' investment 666,010 528,687 * Includes the effect of lease accounting adjustments for the current periods. Certain amounts from prior periods have been reclassified to conform with the current presentation. Education Management Corporation 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- 08/17/2005 /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/ - - -----END PRIVACY-ENHANCED MESSAGE-----