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CAEL.OB > SEC Filings for CAEL.OB > Form 8-K on 15-Oct-2009All Recent SEC Filings

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Form 8-K for CAMDEN LEARNING CORP


15-Oct-2009

Other Events, Financial Statements and Exhibits


Item 8.01. Other Information.

Attached as Exhibit 99.1 to this Current Report is the form of presentation Camden expects to use in connection with presentations to certain of its securityholders, as well as other persons interested in purchasing securities of Camden, in connection with the proposed transaction with Dlorah, Inc. Such material may be deemed soliciting material in connection with the special meeting of Camden's stockholders and warrantholders.

The attached investor presentation has been revised to include updated projected financial performance which reflects current enrollment trends.

Note Regarding Financial Information and Data of Dlorah

The financial information and data of Dlorah contained in the exhibit to this Current Report is derived, in part, from Dlorah's unaudited financial statements and may not conform to Regulation S-X. Accordingly, such information and data may be adjusted and presented differently in the definitive proxy statement to be mailed to Camden's stockholders and warrantholders.

Note Regarding Non-GAAP Financial Measures

The investor presentation attached as an exhibit hereto contains certain non-GAAP financial measures, as defined under Regulation G of the rules and regulations of the SEC, including EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA (each as defined in the appendix to the investor presentation) are non-GAAP financial measures (i.e., they are not measures of financial performance under generally accepted accounting principles) and should not be considered in isolation or as a substitute for consolidated statements of operations and cash flow data prepared in accordance with GAAP. In addition, EBITDA and Adjusted EBITDA as used by Dlorah may not be comparable to similarly titled measures of other companies. For definitions of and additional information regarding EBITDA and Adjusted EBITDA, and a reconciliation of such measures to the most comparable financial measures calculated in accordance with GAAP, please refer to the appendix to the investor presentation.


EBITDA and Adjusted EBITDA are commonly used by financial analysts in evaluating performance of companies. Accordingly, Camden believes these financial measures may be useful to investors in assessing its operating performance. Camden and Dlorah also believe these measures allow a standardized comparison between private companies in the for-profit educational industry, while minimizing the differences from depreciation policies, financial leverage and tax strategies.

While Camden uses EBITDA and Adjusted EBITDA in managing and analyzing its business and financial condition and believes these measures are useful to its management and investors for the reasons described above, these non-GAAP financial measures have certain shortcomings. Dlorah's management compensates for the shortcomings of EBITDA and Adjusted EBITDA by utilizing them in conjunction with their comparable GAAP financial measures.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit
Number    Description

99.1      Investor Presentation


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