8-K

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): June 16, 2008

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):

¨ 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 7.01. Regulation FD Disclosure

On June 16, 2008, the attached presentation was given at the CapStone Investments Second Annual Small Cap Investor Conference. 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 8-K, including Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated 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	Presentation of the Registrant at the CapStone Investments Second Annual Small Cap Investor Conference

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)
June 18, 2008	By:	/s/ G. Lee Bohs
	Name:	G. Lee Bohs
	Title:	Senior Vice President Corporate Development

EX-99.1

1

NOBEL LEARNING COMMUNITIES, INC.

June 2008

Exhibit  99.1

2

NOBEL LEARNING COMMUNITIES, INC.

The

following

presentation

contains

forward-looking

statements,

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995,

about

such

things

as

the

Company’s

business,

projected

revenues,

expenditures

and

operating

and

capital

requirements. Statements

that

are

not

historical

facts

are

forward-looking

statements,

and

are

subject

to

certain

risks,

uncertainties

and

assumptions,

such

as

factors

that

could

cause

actual

results

to

vary

materially.

Among

the

factors

that

could

impact

our

ability

to

achieve

our

stated

goals

are

competitive

conditions

in

the

pre-elementary

and

elementary

school

education

and

services

industry,

including

advertising

and

tuition

price

sensitivity;

various

factors

affecting

occupancy

levels,

including,

but

not

limited

to,

the

reduction

in

or

changes

to

the

general

labor

force

that

would

reduce

the

need

or

demand

for

private

schools;

the

establishment

of

governmentally

mandated

universal

pre-K

programs

that

do

not

allow

for

participation

by

for-profit

operators;

our

inability

to

successfully

defend

against

or

counter

negative

publicity

associated

with

claims

involving

alleged

incidents

at

our

schools;

and

the

acceptance

of

our

newly

developed

schools

and

businesses

and

performance

of

recently

acquired

businesses.

Forward-

looking

statements

should

not

be

relied

upon

except

as

statements

of

our

present

intentions

and

expectations

that

may

or

may

not

occur.

3

NLCI BUSINESS SUMMARY

•

Premier operator in the for-profit private preschool,

elementary/middle school and specialty school market

–

Largest K-8 and # 4 preschool operator

–

Predominantly private pay

•

Education market expected to grow at 6.4% per year

–

Fragmented: provides rollup growth opportunity

–

Tuition increases of 3% to 5% per year

•

Excellent target market characteristics:

–

Dual income, high HH income families; professional and

technical employment

–

Existing portfolio in high growth markets

•

3 year Net Income CAGR of > 30%

4

NLCI BUSINESS MODEL PRINCIPLES

•

Focus on three growing trends faced by families

–

Dual income and single parent households

–

Frustration with public schools

–

Assure child’s success in the “21

st

Century Economy”

•

Curriculum-based with standardized testing providing

excellent value for educational outcomes

•

“Cluster”

School Model

–

Feeder preschools support K-8 occupancy

–

Operating and marketing economies

•

Programs to meet family after school, summer needs

5

Our preschool curriculum connects parents to

what their child is learning in our schools

6

Our K-8 Schools are Differentiated 

Through Our Curriculum Delivery Model

•

Utilize national network of schools to create extraordinary

"distance" learning experiences and student interactions

•

Develop advanced skills to succeed in 21st century economy

7

WE OPERATE UNDER MULTIPLE BRANDS

East               West

Specialized

Individual Market Brands

8

1

1

5

3

1

SCHOOL LOCATIONS BY STATE

1

8

9

38

2

6

14

7

2

16

19

19

25

9

NLCI GROWTH STRATEGY

10

Growth Source

2006

2007

2008 YTD

Comparable Schools

Tuition Increase

3.8%

3.8%

Enrollment Increase

0.6%

0.4%

Total

1.5%

4.4%

4.2%

New Schools

1

2

4

Acquisitions - Completed

Preschools

0

7

17

Before and After Programs

0

0

7

Elementary

0

1

2

NLCI GROWTH STRATEGY -

EXECUTION

On

pace

to

top

$200mm

in

revenues

for

1

st

time

in

Company

history

11

NOBEL LEARNING COMMUNITIES, INC.

Financial Results

12

Revenue Growth

•

Sources of growth –

tuition, enrollment, new facilities, acquisitions

•

Strong recurring revenues –

high student retention rate

Margin and Earnings Leverage Opportunity

•

Margin expansion from comparable revenue growth

•

$175,000 pretax income = $0.01 EPS

Attractive Cash Flow

•

Generate cash before services delivered

•

Modest capital requirements –

real estate leased, not owned

Capital Structure Strength

•

One class of common stock -

10,392,000 shares outstanding

•

Dry powder -

$75,000,000 revolving credit facility

KEY BUSINESS  CHARACTERISTICS

13

DOUBLE-DIGIT REVENUE GROWTH

Revenue should be reviewed in conjunction with the Financial Statements and Notes thereto filed with the SEC.

Comparable School Revenue

Growth

3.7%

1.5%

4.4%

4.9%

4.2%

2.8%

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

Revenue Growth   5.8%  3.9%   2.5%  13.0%      12.9%   11.4%

39 weeks

2007  2008

39 weeks

2007  2008

Net Revenue

$152

$158

$162

$183

$134

$149

$-

$50

$100

$150

$200

14

STRONG GROSS PROFIT AND NET INCOME GROWTH

Gross Profit and Net Income should be reviewed in conjunction with the Financial Statements, Notes and M,D&A filed with the SEC.

Net Income results for 2007 and  2005 are adjusted to remove non-recurring items in those respective fiscal periods.

Gross Profit / Gross Margin

$20.4

$22.0

$23.0

$27.5

$18.9

$21.0

$-

$5.0

$10.0

$15.0

$20.0

$25.0

$30.0

Net Income

$3.4

$4.5

$5.8

$3.1

$4.3

$-

$1.4

$2.8

$4.3

$5.7

Gross Margin      13.5%   14.0%  14.2%  15.0%  

14.1%

14.1%

CAGR  30.6%

39 weeks

2007  2008

39 weeks

2007  2008

15

Our execution provides leverage even with current

economic conditions

Comparable Schools

March 29,

2008

March 31,

2007

Increase

(Decrease)

Percent

Increase

(Decrease)

Thirteen Weeks

Revenue

50,043

$   

48,792

$   

1,251

$     

2.6%

Personnel Costs

23,724

23,264

460

2.0

School Operating Costs

5,995

5,941

54

0.9

Rent and Other

11,629

11,188

441

3.9

Gross Profit

8,695

$     

8,399

$     

296

$        

3.5%

Thirty-nine Weeks

Revenue

132,750

$ 

127,361

$ 

5,389

$     

4.2%

Personnel Costs

63,781

61,685

2,096

3.4

School Operating Costs

17,746

17,623

123

0.7

Rent and Other

31,640

30,405

1,235

4.1

Gross Profit

19,583

$   

17,648

$   

1,935

$     

11.0%

16

Fiscal Quarter - EPS

$(0.18)

$(0.11)

$(0.10)

$(0.03)

$0.10

$0.12

$0.15

$0.20

$0.15

$0.18

$0.21

$0.24

$0.20

$0.22

$0.25

$(0.20)

$(0.10)

$-

$0.10

$0.20

$0.30

2005

2006

2007

2008

Fiscal Year

Q1

Q2

Q3

Q4

STRONG EARNINGS TRENDS

Fiscal Year - EPS

$0.35

$0.44

$0.55

$-

$0.10

$0.20

$0.30

$0.40

$0.50

$0.60

2005

2006

2007

Fiscal Year

Fiscal Year –

July through June

CAGR  25.4%

EPS  should be reviewed in conjunction with the Financial Statements, Notes and M,D&A filed with the SEC.

EPS results for 2007 and  2005 are adjusted to remove non-recurring items in those respective fiscal periods.

17

Free Cash Flow = cash from operations less capital expenditures

LOW DEBT AND INCREASING CASH FLOW

Total Debt

$35.5

$25.3

$15.5

$13.2

$0.0

$17.3

$-

$10.0

$20.0

$30.0

$40.0

2003

2004

2005

2006

2007

Free Cash Flow

$8.3

$7.9

$3.1

$5.3

$11.5

$-

$2.0

$4.0

$6.0

$8.0

$10.0

$12.0

CAGR  38.2%

3Q 08

18

•

Education is a Growth Market

•

Only Public Company in Preschool and K-8 Space

•

Our Growth Produces Double-Digit Revenue and Earnings Growth

•

Margin and Earnings Leverage

•

Attractive Cash Flow

•

Growth through Acquisitions

•

Strong Capital Structure  –

Dry Powder

INVESTMENT HIGHLIGHTS

19

NOBEL LEARNING COMMUNITIES, INC.