Published:
Camden Learning Corporation Files Updated Investor Presentation on Form 8-K; Raises Financial Projections for National American University's Fiscal 2010 and 2011
RAPID CITY, S.D. & BALTIMORE - (BUSINESS WIRE) - Camden Learning Corporation ("Camden" ) (OTCBB: CAEL, CAELW, CAELU),
today announced that it has filed an updated investor presentation with
the Securities and Exchange Commission on Form 8-K, which includes
revised projected financial performance for National American
University's ("NAU" ) fiscal years ended May 31, 2010 and May 31, 2011,
which reflects higher than previously projected enrollments for the fall
2009 term. For the fall 2009 term, NAU has 7,890 students enrolled and
72,567 registered credit hours, which is the highest enrollment recorded
in the university's history.
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Selected Financial Projections (1, 2, 3)
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($ in 000s)
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Previous Financial Projections
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Updated Financial Projections
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Pro Forma FY Ending May 31,
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Pro Forma FY Ending May 31,
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2010
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2011
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2010
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2011
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Total Revenue
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$74,850
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$88,945
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$79,337
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$94,125
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Adjusted EBITDA
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$13,655
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$16,027
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$15,037
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$17,645
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Adjusted Net Income
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$7,746
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$9,183
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$8,697
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$10,255
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(1) Pro forma excluding the impact of non-core real estate holdings.
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(2) Non-recurring expenses related to executive compensation.
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(3) Non-recurring additions to net income reflected net of effective
tax rate in year shown.
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Dr. Ronald Shape, Chief Executive Officer for NAU, stated, "We have been
pleased with the upward trend in our enrollments and feel that NAU will
continue to see the benefits of our unique hybrid learning model. This
model drives online enrollment among nontraditional students desiring to
enroll in completely online degree programs, while providing support
through our 16 education center locations throughout the central United
States. As a regionally accredited institution, we have focused on
offering diverse educational undergraduate and graduate degree programs
of the highest quality to our students."
About Camden Learning Corporation
Camden is a special purpose acquisition company formed in 2007 for the
purpose of acquiring through a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination one or more businesses or assets. Camden's initial public
offering was consummated on December 5, 2007 and it received net
proceeds of approximately $53 million through the sale of 6,250,000
units, including 376,300 units pursuant to the underwriters'
over-allotment option, at $8.00 per unit. Each unit is comprised of one
share of Camden common stock and one warrant with an exercise price of
$5.50. As of August 31, 2009, Camden held approximately $52.5 million
(or approximately $7.92 per share) in a trust account maintained by an
independent trustee, which will be released upon the consummation of the
transaction.
About National American University
Accredited by the Higher Learning Commission and a member of the North
Central Association of Colleges and Schools, National American
University has been providing quality career education since 1941.
National American University opened the first campus in Rapid City,
S.D., and the university has grown to 16 locations throughout the
central United States. In 1996, National American University started
developing online courses through its distance learning virtual campus,
and today offers students the flexibility and convenience to take
classes when it fits their busy lifestyle. Undergraduate program
offerings vary from diploma, associate and bachelor's degrees in areas
ranging from accounting, allied health, athletic training, business,
criminal justice, healthcare management, information technology, legal
studies, organizational leadership, veterinary technology and nursing.
The university added graduate studies programs in 2000 and offers Master
of Management and Master of Business Administration degrees.
Forward Looking Statements
This press release may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
regarding Camden, Dlorah and Camden's business after completion of the
proposed transactions. Statements made in this release, other than those
concerning historical financial information, may be considered
forward-looking statements, which speak only as of the date of this
release and are based on current beliefs and expectations and involve a
number of assumptions. These forward-looking statements include outlooks
or expectations for earnings, revenues, expenses or other future
financial or business performance, strategies or expectations, or the
impact of legal or regulatory matters on business, results of operations
or financial condition. Specifically, forward-looking statements may
include statements relating to the benefits of the transaction; the
future financial performance of Camden following the proposed
transactions; the ability to continue to receive Title IV funds; the
growth of the market for Camden's services; expansion plans and
opportunities; consolidation in the market for Camden's services
generally; and other statements preceded by, followed by or that include
the words "estimate," "plan," "project," "forecast," "intend," "expect,"
"anticipate," "believe," "seek," "target" or similar expressions. These
forward-looking statements involve a number of known and unknown risks
and uncertainties or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied
by these forward-looking statements. Some factors that could cause
actual results to differ include: (1) Camden's ability to complete its
initial business combination within the specified time limits; (2) the
Company's maintenance of Title IV eligibility and Department of
Education/Higher Learning Commission accreditation following the
proposed transactions; (3) officers and directors allocating their time
to other businesses and potentially having conflicts of interest with
Camden's business or in approving the proposed transactions or another
business combination; (4) success in retaining or recruiting, or changes
required in, Camden's officers, key employees or directors following the
proposed transactions; (5) the potential liquidity and trading of
Camden's public securities; (6) adverse tax consequences related to
National American University Foundation; (7) Dlorah's revenues and
operating performance; (8) changes in overall economic conditions; (9)
anticipated business development activities of Camden following the
proposed transaction; (10) risks and costs associated with regulation of
corporate governance and disclosure standards (including pursuant to
Section 404 of the Sarbanes-Oxley Act of 2002); and (11) other risks
referenced from time to time in Camden's filings with the SEC and those
factors listed in the proxy statement therein under "Risk Factors" .
Neither Camden nor Dlorah assumes any obligation to update the
information contained in this release.
Additional Information and Where to
Find It
This press release is being made pursuant to and in compliance with
Rules 145, 165 and 425 of the Securities Act of 1933, as amended, and
does not constitute an offer of any securities for sale or a
solicitation of an offer to buy any securities. Camden, Dlorah and their
respective directors and officers may be deemed to be participants in
the solicitation of proxies for the special meetings of Camden's
stockholders to be held to approve the transactions described herein and
of Camden's warrantholders to amend the terms of the warrant agreement.
The underwriters of Camden's initial public offering may provide
assistance to Camden, Dlorah and their respective directors
and executive officers, and may be deemed to be participants in the
solicitation of proxies. A substantial portion of the underwriters'
fees relating to Camden's initial public offering were deferred pending
stockholder approval of Camden's initial business combination, and
stockholders and warrantholders are advised that the underwriters have a
financial interest in the successful outcome of the proxy solicitation.
In connection with the proposed transaction, Camden will file with the
Securities and Exchange Commission a preliminary proxy statement and a
definitive proxy statement. Camden's stockholders and warrantholders are
advised to read, when available, the proxy statement and other documents
filed with the Securities and Exchange Commission in connection with the
solicitation of proxies for the special meetings because these documents
will contain important information. The definitive proxy statement will
be mailed to Camden's stockholders and warrantholders as of a record
date to be established for voting. Camden's stockholders and
warrantholders will also be able to obtain a copy of the proxy
statement, without charge, by directing a request to: Camden Learning
Corporation, 500 East Pratt Street, Suite 1200, Baltimore, MD 21202. The
preliminary proxy statement and definitive proxy statement, once
available, can also be obtained, without charge, at the Securities and
Exchange Commission's website at http://www.sec.gov.
Camden Learning Corporation
Mr. David Warnock, 410-878-6800
dwarnock@camdenpartners.com
or
Investor
Relations Counsel
The Equity Group Inc.
Adam Prior,
212-836-9606
aprior@equityny.com
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