NOBEL LEARNING COMMUNITIES INC ITEM 1A RISK FACTORS Each of the following risks, individually or in a group, could have a material adverse affect on the Company’s business, results of operations, financial condition or cash flows |
Changing Economic Conditions The Company’s revenue and net income are subject to general economic conditions |
The Company’s revenues depend, in part, on the number of dual income families and working single parents who require child development, child care, or educational services |
A deterioration of general economic conditions may adversely impact the Company because of the tendency of out-of-work parents to diminish or discontinue utilization of these services |
In addition, the Company may not be able to increase tuition at a rate consistent with increases in wages, health insurance, and other operating costs or continue tuition increases at historical rates experienced in the industry |
The Company’s ability to grow in the future will depend upon a number of factors, including the expansion of services and programs offered by the Company, the maintenance of high quality services and programs, the hiring and training of qualified personnel, and the availability of appropriately located and economically feasible real estate and/or buildings |
Sustaining growth may require further enhancements to operational and financial systems and will also depend on the Company’s ability to expand its management and operational workforce |
There can be no assurance that the Company will be able to manage its expanding operations effectively or that it will be able to maintain or accelerate its growth |
Competition The Company competes for individual enrollment in a highly fragmented market |
For enrollment, the Company competes with residential based child care (operated out of the caregiver’s home) and center-based child care which may include work-site child care centers, full and part-time child care centers and preschools, private and public elementary schools and church-affiliated and other not-for-profit providers |
In addition, substitutes for organized preschool, child care, and educational services, such as relatives and others caring for a child or home schooling, can represent lower cost alternatives to the Company’s services |
Management believes the Company’s ability to compete successfully depends on a number of factors, including qualifications of principals and teachers, quality of care, site convenience and cost |
The Company often is at a price disadvantage with respect to these alternative providers, who operate with little or no rental expense and generally do not comply or are not required to comply with the same health, safety, insurance and operational regulations as the Company |
Many of its competitors in the private pay education service segment also offer similar or competing services at a substantially lower price than the Company and some may have access to greater financial resources than the Company or have greater name recognition |
The Company also competes with many not-for-profit providers of child care and preschools, as well as elementary schools, some of which are able to offer lower pricing than the Company |
There can be no assurance that the Company will be able to compete successfully against current and future competitors |
Risks Associated with Acquisitions Acquisitions are an ongoing part of the Company’s growth strategy |
Acquisitions involve numerous risks, including potential difficulties in the assimilation of acquired operations, not meeting financial objectives, additional need for capital investment, undisclosed liabilities not covered by insurance or terms of acquisition, diversion of management’s attention in connection with an acquisition and potential loss of key employees of the acquired operation |
No assurance can be given as to the success of the Company in identifying, executing and assimilating acquisitions in the future or the ability to identify satisfactory acquisition targets and successfully complete any acquisition |
Dependence on Key Management Personnel The success of the Company is highly dependent on the efforts, abilities, and continued services of its executive officers and other key employees |
The Company believes that its future success will depend upon its ability to continue to attract, motivate and retain highly-skilled key managers in a number of areas including, education, operations, finance, human resources, information technology, and marketing |
Hiring and Retaining Qualified Principals and Teachers The Company may experience difficulty in attracting and retaining qualified personnel in various markets necessary to meet growth opportunities |
Hiring and retaining qualified personnel may require increased salaries and enhanced benefits in more competitive markets |
In addition, difficulties in hiring and retaining qualified personnel may also impact the Company’s ability to obtain additional enrollment at its preschools and elementary schools |
9 ______________________________________________________________________ [37]Table of Contents Ability to Maintain Effective Internal Controls Over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting |
A control system can only provide reasonable, not absolute, assurance that misstatements in financial reporting will be detected or prevented |
The effectiveness of a system of internal controls may deteriorate if controls become inadequate due to changes in conditions, or if compliance with the policies or procedures declines |
The key element to a system of internal control is competent personnel implementing the controls; the company may not be able to hire enough competent personnel |
Ability to Obtain and Maintain Insurance The Company currently maintains the following major types of insurance policies: workers’ compensation, commercial general liability, including coverage for child abuse and molestation, automobile liability, commercial property coverage, student accident coverage, directors’ and officers’ liability coverage, professional liability and excess “umbrella” liability |
These policies provide for a variety of coverages and are subject to various limitations, exclusions and deductibles |
To date, the Company has been able to obtain insurance in amounts it believes to be appropriate |
There can be no assurance that such insurance will continue to be readily available to the Company or that the Company’s insurance premiums will not materially increase in the future as a consequence of conditions in the insurance business or private pay education and service market generally or the Company’s experience in particular |
Adverse Publicity Any adverse publicity concerning reported incidents of alleged violations of licensing or regulatory requirements, neglect, or child abuse at any of the Company’s locations, whether or not directly relating to or involving the Company, could result in decreased enrollment at the Company’s locations, an inability to attract new enrollments, and inability to expand in certain markets, as well as increased insurance costs |
Litigation Because of the nature of its business, the Company is and expects that in the future it may be subject to claims and litigation alleging negligence, inadequate supervision and other grounds for liability arising from injuries or other harm to the people it serves, primarily children |
In addition, claimants may seek damages from the Company for child abuse, sexual abuse and other acts allegedly committed by Company employees |
There can be no assurance that additional lawsuits will not be filed, that the Company’s insurance will be adequate to cover liabilities resulting from any claim or that any such claim or the publicity resulting from it will not have a material adverse effect on the Company’s business, results of operations, and financial condition including, without limitation, adverse effects caused by increased cost or decreased availability of insurance and decreased demand for the Company’s services |
Seasonality and Variability of Quarterly Operating Results The Company’s revenue and results of operations fluctuate with the seasonal demands for child development and educational services |
Revenue at the Company’s locations which have mature operating levels typically declines during the fourth quarter of our fiscal year as a result of decreased enrollments at its locations as parents withdraw their children for summer vacations or summer break periods normally associated with a nine or ten month academic school year |
There can be no assurance that the Company will be able to adjust its expenses on a short-term basis to minimize the effect of these fluctuations in revenue |
The Company’s quarterly results of operations may also fluctuate based upon the number and timing of preschool and elementary school openings and/or acquisitions, the performance of new and existing locations, competitive factors and general economic conditions |
The inability of existing locations to maintain their current enrollment levels and profitability, the failure of newly opened locations to contribute to profitability and the failure to maintain and grow the existing services could result in additional fluctuations in the future operating results of the Company on a quarterly or annual basis |
10 ______________________________________________________________________ [38]Table of Contents Impact of Governmental Regulations The Company’s locations are subject to numerous national, state and local regulations and licensing requirements |
Although these regulations vary greatly from jurisdiction to jurisdiction, government agencies generally review, among other things, the adequacy of buildings and equipment, licensed capacity, the ratio of staff to children, staff training, record keeping, the dietary program, the daily curriculum, hiring practices and compliance with health and safety standards |
Failure of any location to comply with applicable regulations and requirements could subject it to governmental sanctions, which might include fines, corrective orders, probation, or, in more serious cases, suspension or revocation of the location’s license to operate or an award of damages to private litigants and could require significant expenditures by the Company to bring its location into compliance |
Many government agencies may publish or publicly report major and/or minor regulatory violations and the Company may suffer adverse publicity which could result in a loss of enrollment in a school or market |
The expansion of independent charter schools where student tuition is funded by or supported by public funds could impact consumer demand for our educational services and schools in markets where the Company operates elementary and/or middle schools |
Finally, although the Company expects to pay employees at rates above the minimum wage, increases in the statutory minimum wage could result in a corresponding increase in the wages paid to the Company’s employees |
Impact of Governmental Universal Child Care Benefit National, state or local child care and early age education benefit programs relying primarily on subsidies in the form of tax credits or other direct financial aid could provide the Company opportunities for expansion in additional markets; however, a universal benefit with governmentally mandated or provided child care could reduce the demand for educational services at the Company’s existing locations |
Even in situations where the Company was allowed to provide publicly funded early age education programs, the amount of public funding could have a material adverse effect on the Company’s business and financial condition if the Company were to undertake these programs |
Possible Volatility of Stock Price The prices at which the Company’s common stock trades is determined by the marketplace and is influenced by many factors, including the liquidity of the market for the Common Stock, investor perception of the Company and of the work/life industry generally, general economic market conditions and world events |
Factors such as announcements of new services, new clients, acquisitions by the Company, its competitors or third parties, new regulatory or licensing requirements, as well as market conditions in the Company’s industry, may have a significant impact on the market price of the Common Stock |
General investment market trends and movements in prices of stocks in general may also affect the market price |
In addition, awards under the Company’s stock incentive plan and the issuance of additional equity securities of the Company may cause dilution to existing stockholders |