nobel learning communities inc 8-k
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Header
SUBMISSION:
ACCESSION NUMBER: 000119312509250379
TYPE: 8K
PUBLIC DOCUMENT COUNT: 20
PERIOD: 20091209
ITEMS: 7.01
ITEMS: 9.01
FILING DATE: 20091210
DATE AS OF CHANGE: 20091210
FILER:COMPANY DATA:
CONFORMED NAME: NOBEL LEARNING COMMUNITIES INC
CIK: 0000721237
ASSIGNED SIC: 8200
IRS NUMBER: 222465204
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: 8K
ACT: 34
FILE NUMBER: 00110031
FILM NUMBER: 091232296
BUSINESS ADDRESS:
STREET1: 1615 W CHESTER PIKESTREET2: STE 200
CITY: WEST CHESTER
STATE: PA
ZIP: 193826223
PHONE: 4849472000
MAIL ADDRESS:
STREET1: 1615 W CHESTER PIKE
STREET2: STE 200
CITY: WEST CHESTER
STATE: PA
ZIP: 193826223
FORMER COMPANY:
FORMER CONFORMED NAME: NOBEL EDUCATION DYNAMICS INC
DATE CHANGED: 19931222FORMER COMPANY:
FORMER CONFORMED NAME: ROCKING HORSE CHILD CARE CENTERS OF AMERICA INC /DE/
DATE CHANGED: 19931222
FORMER COMPANY:
FORMER CONFORMED NAME: PETRIE CORP
DATE CHANGED: 19851031
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 9, 2009
Nobel Learning Communities, Inc.(Exact name of Registrant as specified in its charter)
Delaware 110031 222465204(State or other jurisdiction of
incorporation or organization)
(Commission File Number) (I.R.S. Employer
Identification No.)
1615 West Chester Pike, West Chester, PA 19382(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (484) 9472000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the followinprovisions (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 14a12 under the Exchange Act (17 CFR 240.14a12)
[ ] Precommencement communications pursuant to Rule 14d2(b) under the Exchange Act (17 CFR 240.14d2(b))
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[ ] Precommencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e4(c))
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Item 7.01 Regulation FD DisclosureOn December 9, 2009 the attached presentation was given at the 10th Annual Wedbush Morgan Securities California Dreamin Conference in Santa Monica, CA at9:30 am Pacific Time. A copy of the presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this report on Form 8K, including Exhibit 99.1, shall not be deemed filed with the Securities and Exchange Commission norincorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Number Description of Document
99.1 Informational presentation
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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)
December 10, 2009 By: /s/ GEORGE H. BERNSTEINName: George H. Bernstein
Title: President and Chief Executive Officer
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Exhibit 9
NOBEL LEARNING COMMUNITIES Inc
Nobel Learning Communities, Inc.
Wedbush Securities
Management Access Conference
December 9, 2009
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Nobel Learning Communities Safe Harbor
NOBEL LEARNING COMMUNITIES Inc
Except for historical information contained in this press release, the information in this press release consists of forwardlooking
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 forwardlooking
statements. Potential risks and uncertainties include among others, the implementation and results of the
Companys ongoing strategic initiatives; the Companys ability to compete with new or existing competitors; dependence
on senior management and other key personnel; changes in general economic conditions; and risks and uncertainties
arising in connection Corporations proposal Company with Knowledge Learning Corporation s unsolicited to acquire the Company. Other risks
and uncertainties are discussed in the Companys filings with the SEC. These statements are based only on managements
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.
In this release, financial measures are presented both in accordance with United States generally accepted accounting
principles (GAAP) and also on a nonGAAP basis. Adjusted earnings and EBITDA in this presentation are nonGAAP
financial measures. EBITDA is commonly presented as a reconciliation starting with net income due to the number of
nonoperating related items included in net income, we present EBITDA as derived from operating income as we believe
this provides the user the most useful and comparable information on an operating basis. The Company believes that the
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use of certain nonGAAP financial measures enables the Company and its investors and potential investors to evaluate and
compare the Companys 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 Companys chief operating decision
makers to measure the performance of the Company. Please see the financial summary in this presentation for
information reconciling non GAAP financial measures
2
nonmeasures to comparable GAAP financial measures.
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NOBEL LEARNING COMMUNITIES Inc
NLCI Business Summary
Leading education provider as an operator of 180+ private schools.
Revenue for fiscal year ended June 2009 increased y 8% to $220 mm
Recently acquired a K12 College Prep Online Distance Learning School
Portfolio of schools consists of the following:
Preschools
Elementary and Middle schools
Online K12 Distance Learning School
Dual income families; high average household income.
Primarily private pay customer.
3
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NOBEL LEARNING COMMUNITIES Inc
Platform spans PreK12 with proprietary
curriculum and accredited programs
Program
Premier Portfolio
of Local Brands
Accreditations
National Curricula
21st Skills
4
21 Century
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NOBEL LEARNING COMMUNITIES Inc
NLCI has multiple growth channels
Organic Growth: Generate enrollment growth g plus annual
tuition increases in existing schools; open new ones
Continue acquisition of K+ and Preschools
Expand online and distance learning presence into new
domestic and international market segments
5
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NOBEL LEARNING COMMUNITIES Inc
Our platform strategy has dual tracks
Pure Play Preschool Track
Curriculum based preschools
Predictable cash flows
Opportunity for quick gains in economic recovery
Opportunity for growth through acquisitions at
i lil
6
attractive multiples
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NOBEL LEARNING COMMUNITIES Inc
Our platform strategy has dual tracks
Integrated K12 Track
K8 schools and K12 distance learning
Multiple delivery modalities; move to onsite/online model
Strong growth opportunity
Balance onsite capital requirements with online scalability
7
p q y
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NOBEL LEARNING COMMUNITIES Inc
Building an onsite/online K12 platform
Ability to combine educational delivery models
Abilit t i t ti l k t
T diti l G d G d G d
Ability to serve international markets
Traditional
Students
Grades
K4
Grades
58
Grades
912
Now
F
Home
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Brick
Future Brick
Distance Learning
Students
and
Click
Click
Now
Future
8
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NOBEL LEARNING COMMUNITIES Inc
Combination strengthens both models in
the K12 strategy track
Benefits for Traditional
School Students
Benefits for Distance
Learning Students
Online course experience
Personalized learning plans
Enriched primary grades curriculum
Classroom and socialization
Customized math offerings opportunities
Extended electives, languages
Accelerated course offerings
Summer school
Specials classesart, music, gym
Athletic Teams
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Student collaborations, projects, clubs
Online high school courses
Gifted and Talented program
9
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NOBEL LEARNING COMMUNITIES Inc
Business model relationship to the
economy
Preschool Track K12 Strategy Track
On site Online
Relationship
to Lagging Indicator
Local Economy
Lagging indicator
Local economy
Slight lagging
Economy
indicator
National economy
Largest Unemployment Unemployment National public
Economic
Factor(s)
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p y p y
Local public school
funding
p
school funding
Growth
Impetus
Job creation
Program strength
versus competitors
Optimism
Job creation
Trend to multiple
modalities
Rapid penetration of
online education
International demand
U S 10
delivery for U.S. diplomas
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NOBEL LEARNING COMMUNITIES Inc
Learning Nobel Communities, Inc.
Financial Update
11
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NOBEL LEARNING COMMUNITIES Inc
Key business model characteristics
Sources of Strength
Revenue growth tuition, enrollment, new facilities, acquisitions
Strong high student recurring revenues retention rate
Margin and Earnings Leverage
Comparable school revenue growth = Margin expansion
Distance learning online school delivers leverage with scalable platform
$175,000 pretax income = $0.01 EPS
Attractive Cash Flow
Generate cash before services delivered
Modest capital requirements real estate leased, not owned
Dry powder$75,000,000 revolving credit facility
Substantial 40 000 000
12
availability at $40,000,000
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NOBEL LEARNING COMMUNITIES Inc
Doubledigit revenue growth
$220
$250
Net Revenue
$0.80
Adjusted Earnings Per Share
$181
$204
$200
$0.55
$0.67
$$0.60 0.53
$0.70
$150
Millions
$0.40
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$0.50
$
50
$100
M
$0.20
$0.30
$
2007 2008 2009
$
$0.10
2007 2008 2009
13
See nonGAAP reconciliation table at the end of this presentation
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NOBEL LEARNING COMMUNITIES Inc
Strong model in difficult economy
EBITDA
12.0%
EBITDA Margin
$17 9
$20.0
$20.9
$20.0
$25.0
9.9% 9.8% 10.0% 9.5%
17.9
$15.0
6 0%
8.0%
$10.0
4.0%
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6.0%
$
$5.0
Millions
0 0%
2.0%
14
$
2007 2008 2009
M
See nonGAAP reconciliation table at the end of this presentation
0.0%
2007 2008 2009
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NOBEL LEARNING COMMUNITIES Inc
Recent performance
Q1 2010
Revenue 50 6 v 50 flat year over year at $50.6 v. $50.9 million
Generated EBITDA of $850,000 in our seasonally weakest quarter
TTM EBITDA = $19.4 MM
EPS Q1 2010 = ($0.14) compared to Q1 2009 = ($0.03)
Q2 October/November comparable school revenue trend update
Rate of student withdrawals appears to be improving
Comparable school revenue trend is stable
15
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NOBEL LEARNING COMMUNITIES Inc
Capital structure supports acquisition
strategy
$40.0 1.6
As of the First Quarter period end
We have made $20 for each fiscal year
million in acquisitions
1.5
1.2
1.4
$30.0
$35.0
q
over the past 12
months and maintained
$28.9
0.8
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0.8
1.0
$20.0
$25.0
modest leverage
sheet
$15.7
0.4
0.6
$10.0
$15.0
Our balance sheet,
capital structure and
leverage are strong and
?
0.2
$?
$5.0
g g
support our planned
acquisition strategy
16
$
2009 2010
Net Debt EBITDA Leverage
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NOBEL LEARNING COMMUNITIES Inc
Nobel Learning Communities, Inc.
Appendix
18
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NOBEL LEARNING COMMUNITIES Inc
NonGAAP Reconciliation Fiscal Years
2009 2008 2007
Net income $ 4,564 $ 7,678 $ 7,365
(Amounts in thousands except per share data; net income per share totals may not sum due to rounding)
Fifty Two Weeks Ended
Deferred Loan Fees Charge 343
Gain on contract settlement (2,013)
Gain on asset sale (1,335)
Change in Accounting Estimate 208
Lease exit costs for closed schools, net of tax 125 1,242
Change in Accounting Estimate redetermination of useful life
depreciation for closed schools, net of tax 619
Professional fees for evaluation of Company sale process, net of tax 226
Professional fees for DOJ lawsuit, net of tax 176
Realization of gain contingency on lease contract net of related
property costs, net of tax (572)
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Total adjustments, net of tax 1,146 (572) (1,555)
Adjusted net income $ 5,710 $ 7,106 $ 5,810
Weighted average diluted shares outstanding 10,701 10,630 10,580
Adjusted net income per share $ 0.53 $ 0.67 $ 0.55
Operating Income $ 10,258 $ 12,135 $ 10,371
Items excluded from operating income to reconcile nonGAAP
operating income:
Stock based compensation 1,012 717 675
Depreciation 9 668 7 200 6 814
19
and amortization 9,668 7,200 6,814
Total adjustments 10,680 7,917 7,489
EBITDA $ 20,938 $ 20,052 $ 17,860
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