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


Wedbush Securities

Management Access Conference

December 9, 2009


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Nobel Learning Communities Safe Harbor


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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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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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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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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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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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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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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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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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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Learning Nobel Communities, Inc.

Financial Update

11


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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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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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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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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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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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Appendix

18


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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

Nobel Learning Communities Inc 8-k

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