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Executives

Steven H. Lesnik - Chairman, President and CEO

Michael J. Graham - EVP and CFO

John Springer - VP Strategy and IR

Analysts

Jason Anderson - Stifel Nicolaus & Company, Inc

Suzanne Stein - Morgan Stanley & Co.

Jeffrey Silber - BMO Capital Markets

Gary Bisbee - Barclays Capital

Brandon Dobell - William Blair & Company LLC

Corey Greendale - First Analysis Securities Corporation

David Chu - Bank of America/Merrill Lynch

Jeffrey Meuler - Robert W. Baird & Co.

Kelly Flynn - Credit Suisse

George Tong - Piper Jaffray & Co.

James Samford - Citi Investment Research & Analysis

Career Education Corporation (CECO) Q1 2012 Earnings Conference Call May 11, 2012 10:00 AM ET

Operator

Welcome to the First Quarter 2012 Earnings Conference Call. My name is Christine and I will be your operator for today’s call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. Please note that this conference is being recorded.

I will now turn the call over to VP, Strategy and Investor Relations, John Springer. You may begin.

John Springer

Thank you, Christine. Good morning, everyone and thank you for joining us on our first quarter 2012 earnings call. With me on the call this morning are Steve Lesnik, our President and Chief Executive Officer and Mike Graham, our Executive Vice President and Chief Financial Officer. Following remarks made by management, the call will be opened for analysts and investor questions. This conference call is being webcast live within our Investor Relations section of our website at careered.com. A replay of this call will also be available on our site.

If we don’t get to your question during the call, please call our Investor Relations department at 847-585-3899.

Now, before I turn the call over to Steve, let me remind you that yesterday’s press release and remarks made today by our executives may include forward-looking statements as defined in Section 21E of the Securities Exchange Act. These statements are based on information currently available to us and involve risks and uncertainties that could cause our actual future results, performance and business prospects and opportunities to differ materially from those expressed in or implied by these statements. These risks and uncertainties include, but are not limited to, those factors identified in our annual report on Form 10-K for the year ended December 31, 2011 and subsequent filings with the Securities and Exchange Commission.

Except as expressly required by the securities laws, we undertake no obligation to update those risk factors or to publicly announce the results of any of these forward-looking statements to reflect future events, developments or changed circumstances or for any other reason.

Now, let me turn the call over to Steve Lesnik.

Steven H. Lesnik

Thanks, John and good morning, everyone. Thanks for joining us on this call. The first quarter of 2012 reinforced our expectation that this will be a year of challenges, but also bolstered our confidence that we have great opportunities to make changes to position ourselves for success beyond 2012. That’s where our focus is.

The last several months have not been easy for the sector. At CEC we remain focused on executing our own strategic initiatives. We’re determined to take all necessary actions to build our foundation for future growth. Importantly, we’re working hard to build an educational and technological platform to deliver more consistent reliable results for our shareholders.

Let me comment a bit on the macro environment that we face currently. At the risk of stating the obvious, the near-term economic climate, job market and political dynamics remain very challenging for us. As we ended the first quarter, we continue to experience strong headwinds similar to what you’ve heard from others in the sector. Specifically, changes in student demand reflecting longer decision cycles, the hesitancy of students to take on debt, and the general level of uncertainty in the labor market.

Reduced admissions effectiveness, following the implementation of program integrity rules, market restrictions, program changes and response to gainful employment rules, and of course negative publicity. The fact of the matter is we and the entire proprietary post-secondary education sector are front page news and directly on the President’s current campaign agenda.

We can’t speculate about the magnitude of the impact each of these factors has individually. But it’s clear that overall the confluence of these currents is having a collective impact on the sector and us, that is more pronounced than anyone predicted several months ago. That’s why it’s important for us to aggressively make the changes necessary to adapt to these headwinds, which are unlikely to change in the near-term in our judgment. And we must reposition our Company to the new landscape.

During the fourth quarter call, I provided an overview of the key imperatives we’re facing, we’re focusing on in 2012, which include ameliorating our current legal accreditation and regulatory issues, establishing a well defined strategic path, and augmenting the leadership of the Company.

Let me start with our efforts to resolve the Company’s regulatory challenges. We made the first step last quarter in that regard with a closing of the independent investigation initiated by our Board of Directors without further negative action. And we progressed further with the recent ACICS decision to remove all our schools from show-cause with respect to our past internal determination of job placement rates.

The latest positive step is a testimony for the commitment of our team, and ACS’s recognition of the comprehensive processes we’ve developed over the last several months to improve the way we reported placement rates. That includes 100% third-party verification of placements, which we believe brings us to a new level of assurance matched by few if any of our peers.

We’re pleased that ACICS acknowledged the tremendous energy and attention we’ve devoted to this issue and approves of the enhanced processes and procedures that we’ve put in place to address any issues or confusion regarding our internal determination of placement rates. I’d like to thank the entire Career Ed team involved in the efforts for their hard work and dedication to implementing the required operational changes in a short period of time to get us to this point.

A great deal of work has been done, but we still have a great deal ahead of us to improve our placement rates themselves in what continues to be a very weak employment environment. As I mentioned on the call in February, there are various levels of increased ACICS oversight when an institutions placement rates fall below 65%. As we noted in our news release earlier this week, for the 2010 to 2011 ACICS reporting year, which ended last July, 60 of our institutions have been made subject to various levels of oversight, Just like many other schools have been in this environment.

Also part of ACICS’s recent decision, four of our schools will be on probation for having placement rates below 40% for that 2010 to July 2011 period. It’s important to note that these schools remain fully accredited and this does not affect the schools ability to continue to offer programs to existing or new students. The low placement rates during the period between July 1, 2010 and June 30, 2011, which triggered the enhanced reporting and probations, unfortunately continued until the end of 2011.

However, after we put new leadership in place at our ground schools in the first quarter of this year, we have done everything in our control to improve placement prospects for current graduates in this tough market. As part of that commitment we have and continue to invest in our Career services department to offer more robust counseling and support.

We took important actions during this quarter, including we’ve added over 60 Career services personnel so far with plans to add more in the current quarter. We also significantly enhanced contact management software and employment outreach resources available to our advisors to assist them to identify potential opportunities for our graduates.

We signed agreements with several Career search providers, so our Career Services staff have improved online resources at their disposal. And lastly, we’ve ramped up our contacts including mailings and phone calls to businesses to develop stronger direct relationships and to determine what job openings they may have for our graduates early in the game.

Together these actions are already markedly improving our current pace of placements. However, where our 2012 placement rates will ultimately come out is difficult to predict at this point of time. In addition to increasing resources available to current graduates, we took actions to help student outcomes by deciding to cap or teach out programs at a number of our campuses within our Health SBU. And we expect to be taking additional actions in the second and third quarters.

I’m hopeful that these ongoing actions as well as the recent ACICS decision to remove the show-cause action will serve as signals to other constituents that CEC as part of the solution to the post-secondary education shortfall the company is facing.

And strategically the resolution to the ACICS show-cause matter, removes a considerable blow – roadblock in our efforts to address remaining regulatory issues, such as our ongoing discussions with the New York Attorney General’s Office and others and our effort to simplify the organization, starting with addressing the issue of consolidating our complex OPEID structure in a timely manner.

Having said that, let me update you on the progress we were making on our plans to simplify the organization. We are committed to reducing the number of strategic business unit from the present six to three. The three will be University Group, the Career Schools Group, and the International Group. A brief word on each.

On the Career school side, we currently have nine institutions, many of them with similar if not identical missions. Those that can be established or reestablished in the marketplace and differentiated we will support. But we expect over the next few years to have fewer institutions or lower cost structure, more powerful and focused student-facing services, more relevant programs and school – and stronger school brands more efficiently marketed.

Let me be a bit more specific about what we’re currently contemplating.

First, we expect to reduce the number of institutions to a manageable number, eliminating many redundancies. Secondly, we’ll reduce the number of brands to a differentiatable, supportable number, eliminating considerable marketing duplication.

Three, we reduce to be subject to fewer accreditors. Four, adopt a single operating model. Fifth, we expect to change from an individual institution location to a multi-institution location model.

Sixth, we expect to modify existing programs, narrow our show-cause and introduce new ones to make our students more readily placeable in the future. This will take some time. Seventh, we’ll introduce when ready, some technological advancements we’re working on to give our students additional learning options.

Eight, we’re going to make strategic investments or acquisitions to strengthen our ground offerings like our career offerings like Everblue. Ninth, we’re going to sustain our renewed commitment to compliance and students, which we think will make us a more effective educator.

And finally, we expect to bring in fresh leadership with strong multi-location experience, operational experience and customer-centric experience.

On the University side, we’ll look to achieve greater alignment and synergies across our two great universities, Colorado Tech and American InterContinental University, within what will become our university group.

Intensive co-operation will enable us to streamline our non-student facing activities and concentrate more resources on student’s educational advancement and outcomes.

And finally, our International Group will continue to build our Western European presence, leveraging our two well established institutions, the INSEEC Group and the International University of Monaco. Given the issues we’ve faced domestically, we’ve not talked or discussed our international operations very much on these calls, but make no mistake they have a strong team, and Western Europe is an important part of our long-term strategy. In fact, we recently concluded last quarter – this quarter, a small acquisition to help them continue to grow by further broadening their curriculum action we announced earlier today in Europe and here.

We’ve already began to streamline the organization chart and foster greater alignment operationally within each of the three operating groups. In the second half of the year, our goal is to further operationalize this structure. We’re in the process of organizing our leadership team to be consistent with the simplified corporate organization.

One point of emphasis, as I also said in the last call, another core element of the strategy is to build differentiated brands. In March, we rolled out CTU’s "Are You In?" brand campaign, one of our major investment areas in 2012. It has generated a lot of excitement and energy across CTU. The decision to commit to this expenditure was based on its long-term potential to help us diversify our sources of new student interest and reach perspective students earlier in their decision cycle.

In addition, we’re testing a number of new marketing and admissions initiatives across other institutions, including social media and viral marketing efforts and various new approaches to customizing our new student interest contact strategies.

Finally, we continue to make important advances in development of our proprietary, in what we believe to be best-in-class educational technology.

Over the last three years, we’ve fundamentally rebuilt our student platform with two fundamental design principles, enabling an end to end integrated student experience from enrollment, through alumni status and two, provide flexibility integrate best-in-class technologies.

Throughout this period, we’ve been consistently recognized by such authorities as information week for the capabilities we’ve been building, in 2009, through our Mobile Learning Program, in ’10, from use of our Online Learning Delivery System. And last year, for our CEC Technology Labs, a dedicated team focused on rapidly proofing and prototyping new educational technologies and integrating those capable of enhancing the student learning environment.

These developments have all come together as we recently completed development of the next generation of our student learning platform, which can now deliver an integrated student experience across the student lifestyle for ground blended and online learners across all our institutions.

We believe our student platform provides us with industry leading capabilities to provide innovative and enhanced learning experience to all of our students over a variety of modalities.

Now back to the subject of leadership. We’re planning to name a new Chief Academic Officer, a Career Schools Officer and a Chief Public Affairs Officer in the current or next quarter, bringing further stabilization to the leadership team, following a lengthy period of turnover here.

We also expect more clarity in the University Group before the end of the year. You already know we’ve reorganized our regulatory and compliance groups.

All our new blood will mix with the outstanding executive talent committed to fulfilling our mission of being a trustworthy, effective and efficient adult educator, leading America in quality teaching and applying technology to learning.

It’s been a busy six months and we’ve introduced a lot of incremental change across the organization. I said last quarter that because of the depth of the changes we seek to make, 2012 will be a difficult year financially. As we exited the first quarter, it has become even more difficult. Mike Graham will talk to you about that in just a few minutes.

However, despite the headwinds we cannot loose sight of some important facts. I believe demand for proprietary post-secondary education will continue to grow, because the number of jobs requiring post-secondary education will continue to grow, and the challenge of developing workforce qualify to fill those jobs will persist. Just last weekend, the New York Times chronicled the reduction in the number of students that the heralded California State University system is accepting. And the fact that even with fewer students, class size limitations make it impossible for undergraduates to get into classes they need to graduate.

Private sector post-secondary schools like those in the Career Ed family of schools are part of the solution to education capacity challenges, which are failing to prepare people for the 8 out of every 10 jobs in America, which now require post-secondary education.

Career Education has a distinct entrepreneurial history, great institutions and learning technologies and a strong financial base. We’re confident in our management team, in our faculties, our staff and the long-term prospect for the organization.

We realize there is significant work ahead, we’re not naive. And while the operating environment remains challenging it’s important that we continue to act with the urgency in implementing our strategies. We’re on a path toward a more stable, successful and sustainable future for this organization. That’s what 2012 is all about for us. Our Board, our newly designed incentive systems and our operating priorities are all aligned to this goal. I look forward to sharing more on our progress next quarter.

And with that, I’ll turn the call over to Mike Graham, who you all know well.

Michael J. Graham

Thanks, Steve. Good morning, everyone. First, a quick review of the quarter’s results. Overall, in the first quarter, total revenue was down 18%, consistent with the pace of declines we had experienced in the back-half of 2011.

Operating income was $46.4 million in the quarter. As noted in the press release, operating income included $90 million of proceeds from the settlement of certain insurance contracts, which is recorded within our corporate and other segment.

Excluding the settlement, operating income was $27.4 million. First quarter EPS was $0.78, reflecting this insurance recovery and an income tax provision of 0.9%. I’ll discuss the income tax provision a little later in my remarks.

Now, onto our segments. First, in our predominantly online universities, the operating trends in the first quarter remain consistent with what we’ve experienced since the implementation of our SOAR program in the third quarter of last year.

In the first quarter, new students starts declined 23% and 23% in AIU and CTU respectively. If you exclude the impact of SOAR, new student starts were down 18% and 14%, respectively. SOAR has now been in effect for three quarters, and we believe it is having intended impact of identifying students potentially not prepared for the rigors of university study and allowing them to leave the institution before incurring any tuition costs, including student loan debt. Both AIU and CTU are now both experiencing improved levels of student persistence.

For the first quarter, AIU revenue was down 15% and 16% lower student population. While AIU is still feeling the pressure of lower average credit loads, we’re starting to see a moderation in the pace of decline, now that we’ve lapped the curriculum changes that were implemented in the first quarter of 2011.

Operating margins were 16.5% for AIU in the first quarter versus 26.5% in the first quarter of last year. In CTU, revenue was also down 15% in the quarter and 16% lower student population.

From a margin perspective, CTU operating margins were 19.1% in the quarter, reflecting the incremental investment we made in the CTU’s advertising campaign.

As Steve mentioned, we launched the national CTU advertising campaign late in the first quarter, an important strategic initiative for us. We tend to continue this campaign throughout the remainder of the year, and we’re optimistic that more directly reaching potential new students earlier in the decision cycle will improve marketing efficiency as we move into 2013.

Now, into our Career Schools, starting with culinary, new student starts were down 11% in the first quarter with pre-enrollment testing accounting for approximately 400 basis points of this decline.

Revenue in the first quarter was down 31%, reflecting the shift to certificate programs, and the corresponding reduction in tuition per credit hour. Culinary operating income for the quarter was breakeven.

As we move to the rest of the year, the revenue per student pressure from last years culinary tuition changes will anniversary in the third quarter. However, this model shift has also resulted in a significant increase in anticipated graduates in the second and third quarter due to the shortening of the program length. Overall, the model changes have been well received and student retention is strong. We believe we have created a positive foundation for culinary to move into 2013 despite this near-term P&L impact required to transition forward.

Now onto Health, where we continue to aggressively make significant changes to address current placement rate and 90/10 challenges, and reposition these institutions as we head into 2013. You heard some changes from Steve and again the changes include, introduction of pre-enrollment testing, to better ensure students are ready and prepare for the educational experience, increases in tuition levels which on average are about 8%. Now requiring each student to make small in-school payments and for certain programs we've instituted program caps and discontinued other certain programs. Importantly we believe these changes are already beginning to have a positive impact.

As Steve mentioned, the investments in Career Services have been helpful to improve the pace of placements. And in the first quarter the pre-enrollment testing and the tuition changes had begun to improve our 90/10 position in the six OPEID’s we discussed last quarter. However, these changes are also adding further pressure to our short-term operating trends. In the first quarter, Health new student starts were down 40% as compared to 30% in the fourth quarter 2011, reflecting the impact of these additional actions.

Health student population was 27% lower than last year, resulting in 22% decline in revenue and an operating loss for the quarter of $11.8 million. We are also taking significant steps to realign the cost structure by bringing more efficiency and consistency to Health in the areas like admissions, financial aid, and academic and administrative support functions well also investing back in Career Services advisors and placement resources. These steps started in the first quarter and will continue through the remainder of the year and we believe we will start to see the improved overall cost efficiency in 2013.

Art & Design has the most extensive business model changes, again including the implementation of pre-enrollment testing, its new tuition levels and placing options and transition to new program areas. As a result in the first quarter Art & Design new student starts declined 45%, inline with the declines we've experienced in the later part of 2011. Ending student population was down 24% versus last years first quarter resulting in a 26% decline in revenue and operating loss of about $1 million. And finally International, which as Steve says, remains a solid performer for us.

In the first quarter international revenue increased 16% driven by higher average student population and annual tuition increases. Operating margins were 30.6% in the quarter up 410 basis points from last years first quarter. As we move through the next few quarters, international will go through a bit of a student population transition of its own. As we experienced higher than normal graduation levels in the first quarter due to the timing of certain program completions resulting in ending student population that was 10% below last year. New student interest remains strong and we expect growth in new student starts throughout the remainder of 2012.

Now quickly on to our outlook, as we discussed there continues to be a great deal of change in investments in our Career schools. Last quarter we projected approximately $60 million in operating losses for the Career schools as a group. Based on the trajectory coming out of the first quarter and changes we continue to make in the Health group, we now estimate that combined operating losses for Career schools will be between $100 million and $120 million in 2012 and that excludes the impact of impairment, legal settlements or any other one-time items again if any occur.

As you review our first quarter results, you will note the unusual tax provision rates. Under GAAP, we've applied the annual tax rate estimate to our first quarter results. The low basis of expected operating income for the year given the career schools anticipated losses together with significant regional differentiation in tax rates including international makes the overall tax rate itself less meaningful due to this significant change in mix.

Before I open the call for questions, let me update you on the financial position. As of March 31, 2012 the Company had cash, cash equivalents and short-term investments of $390 million. Our cash flow from operations for the three months was approximately $17.4 million with capital expenditures in the quarter of $12.3 million or 2.8% of revenue.

During the first quarter we repurchased 6.1 million shares of our common stock for approximately $56.4 million. As of March 31, 2012 we had a remaining share purchase authorization from the Board of Directors of $183.3 million. So on closing before we open it up for questions, again we’re in the middle of a disciplined path to repositioning CEC.

As Steve said, we’re aggressively addressing the regulatory concerns that have served as strategic barriers. Again, as evidenced by ACICS’s decision to remove us from show-cause, we have and continue to take the necessary actions to enhance student persistence and outcomes across all the institutions. And again, we have introduced enrollment criteria or orientation across all major institutions. We have eliminated or altered programs, adapt and meet student outcome standards.

We've eliminated extended payment plans and in some cases reduced tuition levels to reduce our student’s financial burden as they leave the institutions. We've implemented significant enhancements to replace our reporting process as Steve discussed and finally we continue to expand the career services resources available for our graduators. Again these are essential foundational steps. And as we move forward as Steve said simply the organization, we’ll determine the optimal portfolio of institutions and brands that can best leverage the collective assets of CEC. The breadth of the market based curriculum, the breadth of the geography and our world class technology. By doing so, we’re going to position CEC as a more streamlined and differentiated company twice the return to market growth.

And so with that operator, let’s open up the call for questions.

Question-and-Answer Session

Operator

Thank you. We will now begin the question-and-answer session. (Operator Instructions) And our first question is from Jason Anderson of Stifel. Please go ahead.

Jason Anderson - Stifel Nicolaus & Company, Inc

Good morning, guys.

Michael J. Graham

Hi, Jason.

Jason Anderson - Stifel Nicolaus & Company, Inc

I was wondering if you could provide maybe a bit more color on the change in the guidance on the Career op loss to the $100 million and $120 million, I mean, is it more a demand change in the negative leverage or is it also, I mean, expense weighted also or a combination of both?

Michael J. Graham

I think it’s a combination of all the factors. I think as Steve discussed earlier in the call, many, many moving parts between the industry and between our model. Significant changes put in place, Jason Friesen as those of you who have experienced in the past and Investor Relations has done a great job with the health team to put in steps -- his steps of the team or over 90 different steps to improve the institution.

As we looked at the new student demand that’s out there across the Allied Health industry and along United States, the current programs we put in a lot of changes. We’re taking cost out especially metrically different costs that are aligned closely with student population and new student starts, while again investing back in what we need for outcomes. So this based on the trajectory, based on all the changes we made, we’re giving our best current estimate of what the combined ground school trajectory would be.

Jason Anderson - Stifel Nicolaus & Company, Inc

Great, thanks. And one other on the tax rate, should we assume and that this is going to continue to the remaining quarters of ’12 or is there any other color you could give us on that?

Michael J. Graham

Let me give you some color, its just very difficult given where the numbers are, you’ll have to do some modeling yourself, but as you model out the tax rate I would focus on domestic income as traditionally tax number between 35% ad 37% and our international income is probably at a mid-teens rate, and so as you look at your models and look at your blend every quarter I would apply that and then on an annual basis you would come back to a rate, but its probably easier to compute out the income tax expense and then back into the eight percentage number.

Jason Anderson - Stifel Nicolaus & Company, Inc

Great. Thank you.

Operator

Thank you. Our next question is from Suzi Stein of Morgan Stanley. Please go ahead.

Suzanne Stein - Morgan Stanley & Co.

Hi. On the share buybacks are there any restrictions either regulatory related to financial responsibility or with respect to the credit agreement that would preclude you from being aggressive with buybacks, and then on the credit agreement have you had any discussions regarding the covenants on your existing agreement or on putting a new agreement in place?

Michael J. Graham

Sure, thanks Suzi. On the repurchase there are some restrictions, there is a restriction in our current revolver around net worth or net equity and so we would have to always be conscious of that. There’s also the department of education restrictions on buybacks and as we've talked about in the last several years our buybacks have traditionally run around the level of net income and so we do have those constraints.

Within the credit agreement itself, the credit agreement expires in November 1. We are in discussions with our banks, we've put some color in there in the 10-Q in terms of where we stand on certain covenants and where we stand on the revolver, but we will hopefully have more news next quarter about where we stand with renewal extension or a new revolver for the Company.

Suzanne Stein - Morgan Stanley & Co.

Okay. And then you talked about some of the issues that are driving the weakness since start, but you didn’t mention competition, I am just wondering if you could comment on this?

Steven H. Lesnik

On the competition that were experienced, we are finding on the marketing and that most of our peers are stepping up their marketing efforts in this difficult environment with the -- with students taking longer to decide and some students being sort of talked off, going to post-secondary education. We are finding a heightened experience by the competition. At the same time we’re pinpointing our own efforts to students that we think have a better opportunity of persistence completion and placement.

Suzanne Stein - Morgan Stanley & Co.

Okay. And if I could just make one more and in terms of the timing of the teach-out [service], with some of the health schools, when do you think we’ll get to kind of a normalized environment for health?

Michael J. Graham

Sure and this is Mike. We have not announced any teach-out at health schools beyond one school that we’ve decided to teach-out upon the expiration of its lease into the St. Louis area. We had talked about the teach-out of certain programs that we’ve initiated, those programs typically run in length between 9 months and 15 months of duration, but again we've made no announcements to teach-out of school of simply certain programs.

Suzanne Stein - Morgan Stanley & Co.

Okay. Thank you.

Operator

Thank you. Our next question is from Jeff Silber of BMO Capital Markets. Please go ahead.

Jeffrey Silber - BMO Capital Markets

Thank you so much. I know you don’t provide specific guidance, but I am just curious given the operating losses expected in the Career schools, do you think that the other units will be able to make enough operating income this year to offset that?

Steven H. Lesnik

I think the question, you answered it yourself a little bit there Jeff in terms of, we don’t give guidance I think, if you did the model as you always do in a great shape you’ll see where we’re targeting. You have seen the international income and where we've been traditionally, and where university’s trajectory is, given all those together there will be a relatively low level of net income for the Company based on the losses in the ground schools as well as the tax rate that we’re showing you.

Jeffrey Silber - BMO Capital Markets

Okay. In terms of any one time issue besides the insurance recovery, were there anything in the quarter that we should be aware of and anything in the upcoming quarters that we need to know about?

Steven H. Lesnik

The upcoming quarters, again there’s always the possibility with reduced earnings that one would look at impairment, and as you know we're working through a lot of the different legal issues of the Company, so there’s always a possibility of impairments or potentially anything else on the legal environment is disclosed in the 10-Q. During the quarter itself there was nothing unusual besides the insurance recovery and remember last year in the first quarter we also had a similar insurance recovery. Our Risk Management Group has done a great job of getting us policy protection for certain legal expenses. We don’t expect to have similar recoveries in the future based on the settlement we've made.

Jeffrey Silber - BMO Capital Markets

Okay. And you had mentioned some of the increase in graduations in some of the units. Are there any again quirks dealing with timing of starts coming up that we need to know about?

Steven H. Lesnik

I think there are some quirks if you look at our second quarter, as you remember last year we did have a change in our culinary start. Our traditional July culinary start last year in 2011 was in June and we had a non-comparable start there. This year it goes back to July start. So as you model I would go back to the two year trend on culinary. I also believe that within Health we probably will have some shift of traditional June starts to July starts, it’s hard to give you quantification on that because it’s a one-time item just based on calendars. Those are the only two material start calendars to look to.

Jeffrey Silber - BMO Capital Markets

All right, great. And one more quick one; can you tell us what we should be modeling for capital spending for this year?

Steven H. Lesnik

I continue to think that the best model for capital spending has traditionally been somewhere between 3% and 3.5% of revenue.

Jeffrey Silber - BMO Capital Markets

All right, great. Thanks so much.

Operator

Thank you. Our next question is from Gary Bisbee of Barclays. Please go ahead.

Gary Bisbee - Barclays Capital

Hi, guys. Good morning.

Steven H. Lesnik

Good morning.

Gary Bisbee - Barclays Capital

I guess of the operating loss in the career schools; is there any way to quantify incremental expense you’re layering on that may be of a shorter duration as opposed to ongoing part of the cost structure or is that too difficult to do right now?

Michael J. Graham

This is Mike. Obviously we've done it internally, and we built very detailed models in terms of the forecasting. I think right now given the degree of changes Steve talked about, the consolidation efforts that we've talked about, the nuclear services leader to join the organization in the second or third quarter, things like that will obviously require investments, require changes. It’s hard to speak to exactly one-time investments. There’s a significant investment in Career Services personal. Significant investment continues in academics because the populations have come down. In terms of student populations we continue to maintain our academic levels to serve every student possible within the school. So too much granularity to give you, but that’s the best I can do for now.

Gary Bisbee - Barclays Capital

All right. And then just how about thinking beyond this transition period, how do you think about the profitability potentials of the Career School segment in general? Would it – will it take a significant rebound in students to get enough leverage to be solidly profitable off of what you’re thinking of the new cost base being today or is there anyway to help us think about this over the medium term?

Steven H. Lesnik

This is Steve, I’ll tackle that question. I think you’re absolutely right that, what we’re thinking about is growth and we’re thinking about increasing student populations back to some of the levels that they’ve been at in the past. And we’re thinking of doing that by not only the consolidation and integration, but looking at – being able to provide the kinds of programs, modifying the kinds of programs that make student – that we’re offering that as I said earlier makes students more readily placeable and make them more placeable gainfully according to the gainful employment rules.

So there is no question that we’re banking on them, restoring top-line growth to the Company. As both Mike and I indicated, we think we have a lot of intrinsic resources and assets that position us well to do that. And we look for a reversal of the decline in starts, student population and therefore revenue as you put it the medium or intermediate period ahead.

Gary Bisbee - Barclays Capital

Okay. And then just one last one for me, the 24 schools that were, I guess, incrementally came under some heightened level of oversight by ACICS. Is that a good number to use then for the number of schools that may have been incorrectly reporting their placement rates? I assume the first 36 ACICS already knew they were below the threshold, but in your restating moment and working through the challenges basically you’re admitting that 24 more actually hadn’t made that threshold. Is that a reasonable way to think about that? Thank you.

Steven H. Lesnik

Well, first of all, I want to correct you as I correct everyone, we did not incorrectly report our placement rates. We determined before the reporting deadline internally in consistence in the numbers we were required under ACICS rules to tell them that we discovered those inconsistencies and they were corrected before we reported at the proper deadline. So we did, I just need to correct everybody we did not incorrectly report our numbers.

And the answer to the second part of your question; 24 additional schools were put on because ACICS asked us to re-verify and update some of our placements. And in looking at the refreshed numbers that we gave them, we did fall under certain reporting gates that they have and by the way they themselves during this period of time updated how they look at placements.

And as a result of both our updating -- our reporting which we do put on our websites so students can see them and their own review of how they look at placements. They decided to put 24 additional schools on reporting having nothing to do with the way we report, but just for low placement rates themselves.

Gary Bisbee - Barclays Capital

Thanks for clarifying.

Operator

Thank you. Our next question is from Brandon Dobell of William Blair. Please go ahead.

Brandon Dobell - William Blair & Company LLC

Hi, thanks. Any concerns, I guess on a prospective basis in the university or I guess within culinary around 90/10, and if there aren’t any – how should we think about the, I guess the potential for or timeframe around any thoughts about the risk profile there?

Michael J. Graham

Brandon this is Mike. As we talked before given the increased level of the 2000, our staff were changed in the middle last year, all institutions of ours go from a higher basis of 90/10, and you can see from our disclosures traditionally in the 10-K in terms of our mix of title for revenue, I think last year we were around 82% to 83%.

Right now, our forecast for this year within the University Group does not show any issues with 90/10. As we go forward, obviously one have to look at the different levels of federal support, the mix of students, at side of it, let’s see where it is. So we can – clearly for 2012, university does not present a challenge.

In terms of culinary, again culinary is going through a significant model change. They’ve new model that we’ve developed, it was designed to do our best to pass both gainful employment and 90/10. And so, as we keep going through and anniversarying that model change and see the different cash levels brought back by students, we don’t see traditionally or at least don’t see right now material issues in 90/10 from culinary.

Brandon Dobell - William Blair & Company LLC

Okay. And switching to university, specifically in terms of incoming student enquiry levels and quality of students, those kinds of things, even before they get into the SOAR program, I think I got your comments correct, but at the moment I want to make sure, so can you kind of review where you’re in terms of your comfort level or what you’re seeing from the incoming enquiries? And within that question, how should we think about marketing spend to the balance of the year based on what you guys are seeing so far in this year?

Steven H. Lesnik

This is Steve. I’ll tackle that one. Yes, we’re seeing a reduction in student interest as I indicated in my prepared remarks. We’re seeing a more difficult environment in student interest in post-secondary, proprietary post-secondary education and more competition for student attention.

We also see students being less decisive than they’ve been in the past with respect to their commitment to post-secondary education. So the marketing has to start earlier and be more sustained. And we’re seeing some diminution in leads to our organization. And as Mike indicated, we’re also watching very carefully conversion rates as students shop more carefully.

With respect to marketing spend, we do not foresee any change up or down on a material basis in the remainder of the year and I’ll -- as Mike would like to be more specific on that, I’ll turn it over to him.

Michael J. Graham

Right. Yeah, I agree with Steve. But let me give you some more clarity just on the marketing spend. We’re seeing lead cost up in terms of the traditional costs we’ve seen probably related again to misrepresentation, industry changes and lower student demand. As we did state, we’ve made an investment in CTU and we’ll continue to make that investment. That was spent late in the first quarter. So the marketing spend quarter-over-quarter in the future will probably reflect that spend level.

In terms of new student interest and in terms of quality, we remain committed to get the best student into the institutions and the most prepared students in the institutions. So it has been working as designed. Approximately third of the new students interested in CTU enter this SOAR program. We’re seeing approximately 2/3rds of those come through the SOAR program successfully, somewhere between 55% and 65% doing this intended purpose. And the persistent rates of the cohort are improved, which is exactly the outcomes that we want to have putting in orientation.

Brandon Dobell - William Blair & Company LLC

Okay. Thanks a lot guys.

Operator

Thank you. Our next question is from Corey Greendale of First Analysis. Please go ahead.

Corey Greendale - First Analysis Securities Corporation

Hi. Good morning.

Steven H. Lesnik

Good morning.

Corey Greendale - First Analysis Securities Corporation

So, first of all, Steve, I want to go back, so you outlined, I think it was 10 steps you’re taking to improve things at the Career School, so its – just given the number and the magnitude of those steps, it sounds like it’s a pretty significant undertaking. Could you just give us some sense of timeframe, like how long you think it’s going to be before you can say, we’re through all those 10 things and that pat of the business is structured the way it’s going to be going forward?

Steven H. Lesnik

I can’t give you a timeframe. I can tell you that our strategic plan covers a three-year period. So, surely we’ll get this done well within that period of time.

I think that you’ll see a quickening of our pace in making these changes beginning in the second half of the year. Obviously, we’ve been somewhat preoccupied with some other issues in the first half of the year. I can’t give you a specific timetable, but we’re expecting to have a material impact on our operations, certainly in 2013.

Corey Greendale - First Analysis Securities Corporation

Okay and …

Steven H. Lesnik

I don’t know how responsive that is, but that’s the best I can do at the moment.

Corey Greendale - First Analysis Securities Corporation

No, I understand. Within that, on the fewer institutions, I just want to make sure I’m getting the messaging right. So, you’re saying – I think you’re saying that you haven’t announced other than St. Louis, you haven’t announced any teach-outs, but that kind of on the table, you said, you’re looking across the portfolio and seeing whether that would make sense in some additional place?

Steven H. Lesnik

Yes. As I said last call, this call and Mike reinforced, we’re looking at additional – we’re looking at capping programs, eliminating programs and teach-outs where appropriate – where we can’t get appropriate placements and get our students gainfully employed. Those are the prisms that we’re looking at.

Corey Greendale - First Analysis Securities Corporation

Okay. And then in terms of the – I think you mentioned the possibility of some new program introductions, I think as the regulations currently stand, the Department of Education has the ability to submit a bunch of information to the department and they’ve the ability to add traditional information or block those, so I was also just wondering if you had any initial dialogue or want to set expectations as to whether that could be a – whether they could put roadblocks in the way?

Steven H. Lesnik

We don’t believe that the roadblocks may have existed while we’re on blanket show-cause, exist any longer. We believe strongly that the roadblocks had been eliminated not only at the level of the Department of Education, but at ACICS and other programmatic accreditors. But I’m telling you that, from my perspective, and accreditors and the Department of Education will have their own perspective, but there is no reason why any roadblocks should exist as we’ve satisfied our accreditors that anything that was in question has been rectified and that we’re back in good standing.

So, I feel we’re optimistic, hopeful, whatever you might – however you might want to characterize it, that the roadblocks that you referred to are eliminated.

Corey Greendale - First Analysis Securities Corporation

Okay. And just one last quick one, if I could. I just want to clarify, in your clarification, in Gary’s question, you said that there was no misreporting of placement data, you were just talking about the one-year period ending June 2011, correct? Are you saying that you’re confident there was no misreporting in earlier years?

Steven H. Lesnik

The earlier years have never been raised by anyone, that’s the – we were put on show-cause for reporting from 2010 to June 30, 2011. That’s the only period that anybody has talked about, looked at, considered and it is that period that we’re addressing.

Corey Greendale - First Analysis Securities Corporation

Okay. I understand. Thank you.

Operator

Thank you. Our next question is from Sara Gubins of Bank of America. Please go ahead.

David Chu - Bank of America/Merrill Lynch

Hi. This is David Chu for Sara Gubins. I just wanted to address the orientation that you guys have talked about in the past about implementing across your other school systems, just wanted to see if that’s still a go and timing of that launch?

Michael J. Graham

So, we had talked in the past about the coalition for education success that we had endorsed the pledge that the group had done about either for student readiness, either a 21-day refund periods or no debt is incurred upon a early drop or an orientation program. We are looking at that carefully.

As you know, we’ve done a lot of work here on pre-enrollment testing in the quarter alone, 2,700 potential new starts did not move into the institutions based on different pre-enrollment or orientation programs that we have in place. The SOAR program as we’ve put in place has been working well. So, as we enter the back half of the year and into the fourth quarter, we’re looking very carefully what the best way to implement that because we feel that the steps we’ve taken to-date are really aligned with the philosophy of students first.

David Chu - Bank of America/Merrill Lynch

So are you saying that you’re not sure this is something that you’re going to implement going forward?

Steven H. Lesnik

I would say that it is under discussion within the Company. Our academic people are taking a very close look at it. There are operational issues with respect to doing it and there are serious questions with respect to whether it’s more efficacious than what we’re currently doing, particularly, in the minds of our academic people. So, we may differ this somewhat, but until we satisfy ourselves that it is an improvement over SOAR and other steps that the Company has taken over the past nine to 12 months. We are not going to implement it until we’re assured of that by our academics and other people.

David Chu - Bank of America/Merrill Lynch

Okay. And just one follow-up, it looks like administrative expense was down quite significantly in this quarter. Just wondering why that is and if you think that, that’s sustainable?

Michael J. Graham

I think the two things to look at, would be: one, year-over-year $12 million change in insurance recoveries as we stated and two, would be the bad debt expense. Insurance recoveries should not recur, the bad debt expense although we should stay on this trend going forward as our changes in student payment plans and other things are now fully anniversaried and our bad debt rate is back to traditional 2% to 3% of revenue.

David Chu - Bank of America/Merrill Lynch

Okay. Thank you.

Operator

Thank you. Our next question comes from Jeff Meuler of Baird. Please go ahead.

Jeffrey Meuler - Robert W. Baird & Co.

Good morning. With CTU and AIU starts looking like they are kind of troughing in terms of the rate of year-over-year decline and with the new advertising program at CTU and the social media advertising that you guys are doing at ATU. Would you expect kind of a continued lessening of the rate of year-over-year contraction in the starts at AIU and CTU from here?

Michael J. Graham

This is Mike. I’m not going to specifically talk about the start levels. I will remind you that, the advertising and things that we put in is going to be impactful, we think in the longer term as we enter 2013 in terms of getting more directly to the student and helping the marketing efficiency next year and the growth of the institutions.

Also please remember that, we do anniversary the SOAR program in the back half of the year and so some of the comparables for both AIU and CTU will be impacted by that in terms of your model.

Jeffrey Meuler - Robert W. Baird & Co.

Okay. Thank you. And then on the placement rates, in terms of kind of getting off to a worse than expected start for the 2011-12 [code], and I know that you’ve made some changes and allocated significant additional resources at it more recently. But when you talk about being disappointed, was it down year-over-year or it was just less than you’re expecting? Thank you.

Steven H. Lesnik

I think the disappointment was that we didn’t have more traction or didn’t devote resources to it earlier than the first quarter of this year. That’s what – it was I who spoke, expressed disappointment that we didn’t get more attention velocity, resources to this in the final six months of 2011. As I said in my remarks, we have – under Jason and his team, we have redoubled our efforts, we’ve mentioned many time, the amount of resources that we hired this year to work on this. The numbers since the new leadership went in place are considerably better and are improving month-to-month. I just can’t predict however, where they’re going to come out. We are sure hoping things are going to be better. We come in everyday, hoping things are going to be better and we’re beginning to see those results occur.

Jeffrey Meuler - Robert W. Baird & Co.

Sounds good. Thank you.

Operator

Thank you. Our next question comes from Kelly Flynn of Credit Suisse. Please go ahead.

Kelly Flynn - Credit Suisse

Thanks. I was wondering if we could revisit international. It’s obviously becoming a bit more significant, and like you said, you guys don’t talk about it all that much. So, given all the seasonality that we’ve seen there historically, it would be helpful if you could just – if possible give a little color on how you expect the operating income seasonality to play out this year from here? Thanks.

Steven H. Lesnik

Sure. Yeah, remember our international institutions are for the most part traditional four years in Masters Degree institutions, which the students do take the summer off. And so for the period of time from about the 15th of June until the 15th of September, the institutions have no revenue as there is no students attending, no material number of students attending and we do experience losses for those periods of time.

So the seasonality that we’ve had in the last several years related to international, that pattern will recur again this year, albeit on the higher level of operating income from the last several years as the business is growing on a very good clip.

Kelly Flynn - Credit Suisse

Okay, great. And then switching gears on the corporate expense, it looks like it was about $6.5 million if you take out the insurance thing. It’s been a lot higher in the fourth quarter in the past couple of years, should we expect that type of seasonality this year or should we just kind of run rate that?

Michael J. Graham

I would run rate it for now. Remember that corporate expense is stewardship cost, cost of running the public company and other things that are not allocated to schools on a shared services basis. Sometimes in the fourth quarter, we had some seasonality related to incentive compensation accruals and different true-ups on a year-end basis, but for now, we don’t anticipate any material true-ups in the fourth quarter.

Kelly Flynn - Credit Suisse

Okay, great. That’s very helpful. Thanks.

Operator

Thank you. Our next question is from Peter Appert of Piper Jaffray. Please go ahead.

George Tong - Piper Jaffray & Co.

This is George Tong for Peter Appert. You mentioned earlier you’re seeing longer decision cycles with prospective students. Could you quantify how much longer these decision cycles have become and which programs are being most affected?

Steven H. Lesnik

You know I don’t have that – I don’t have the data right in front of me. I am relating to you the results of what we’re hearing from our marketing people across all of our – particularly, our ground schools, but also our university – our Career schools, but also our university schools as well, but I don't have quantification in front of me. But we do know that the once students make contact, they’re taking a longer period of time and there are more calls back and forth and more exchanges with students as they consider whether to take the step.

We are also told by our marketing people that they’re seeing more of a two-step decision making process, where both a mulling a school itself, but also mulling a number of brands, and there is not quite as much sole sourcing as there has been in the past.

George Tong - Piper Jaffray & Co.

That’s very helpful. And then secondly, could you give us a bit more color on trends in admissions, counseling, and productivity in particular when you expect productivity to stabilize and what active steps are being taken to improve productivity?

Michael J. Graham

Sure. This is Mike. I think if you look at our productivity in terms of our advisors, our number of leads per advisor have remained relatively stable over the last several quarters. In the last we had a troughing; in the fourth quarter some of our metrics around the number of new students. Each advisor was able to move into the institutions, saw a slight improvement in that in the first quarter.

We’re still looking at all the impacts of incentive comp as Steve talked about. Obviously, admissions advisor compensation has been a discussion topic around the industry and we’re looking very closely at the plans that we put in place over a year-ago, to make sure those are best aligned with what our advisors need and how we manage the teams going forward.

George Tong - Piper Jaffray & Co.

Thank you.

Operator

Thank you. Our next question is from James Samford of Citigroup. Please go ahead.

James Samford - Citi Investment Research & Analysis

Great. Thank you. You mentioned that students are increasingly debt averse and price sensitive and I guess you just raised tuition by another 8% at the Healthcare segment. I was just wondering, when do these price effects go into effect and why shouldn’t we be worried about this exacerbating the start problem that you’re having in the Healthcare segment?

Michael J. Graham

This is Mike. The tuition increases that we spoke up for the Health business units, first ones went into place in January and they were complete across the institutions by the middle of April. That is hurting the start performance, new student start performance. But we do need from an 90/10 standpoint to have the students bring in 10 cash to pay for their education. And so it’s a fine balance given the 90/10 rules and gainful employment rules and this tuition level is the best level we can determine to balance 90/10 in gainful employment for each of the students.

James Samford - Citi Investment Research & Analysis

I guess that leads to my next question really on how do you think this will impact your gainful employment expectations as those numbers come out as well?

Michael J. Graham

We were closely at that. As you know, gainful employment is either on a debt income, debt discretionary income or repayment basis and the department comes forward with its repayment data that who knows when that will come out, but when that comes out, we’re prepared across all 1,300 programs to keep looking at that and we’ll look at the combination of debt income or on the different repayment metrics and also on actual wages to the extent the department is able to provide those to find out.

We’ve tried to balance that as best as we can. It will put some pressure on gainful employment, but I’m not sure right now early on that will be a material change for us until we know more data from the department.

James Samford - Citi Investment Research & Analysis

Okay. And just one last one, on the – how is the mood among the staff side, on the academic side? How the attrition levels and sort of people start buying into lot of the initiatives you’re going through?

Steven H. Lesnik

I’d say that the attitude is good. I hope a lot of people are listening in and I wish that, they could get on and speak for themselves. But we recently had about the top 200 leaders of our Company get-together within the last couple of weeks and we’re able to talk with them in detail about our plans for the future, our commitment to the future and some of the fundamental changes that we’re making to position ourselves for the future.

So based upon what we’re hearing as a result of those meetings and also based on what we’re hearing as a result of some town halls that we’ve held with our staff, I think people are excited about being here. They’re excited about our future. We are watching our turnover rates and they’re stable, if not reducing and I’ve been heartened by what I’ve heard and what I’ve seen in terms of the morale of our staff.

James Samford - Citi Investment Research & Analysis

That’s great. Thank you.

Operator

Thank you. We have no further questions at this time. I will now turn the call back over to Steve Lesnik.

Steven H. Lesnik

Thank you very much and thank you to everybody who has been on the call here today. I also want to thank Mike Graham, who I think did a great job here this morning. You can see we’ve got a lot going on here, we have a lot of moving parts as I’ve said in the past, both on an internal and external standpoint, both from an operational standpoint and regulatory standpoint and also importantly from cultural and in response to the last question, morale standpoint.

We feel that we need to address them all at the same time simultaneously. While we’ve agreed to do that internally, and we feel that we’re making progress on that front. We are looking forward to our next session with you next quarter and hopefully we will be able to report the kind of progress on all fronts next quarter that we have experienced this past quarter. Thanks very much for being with us folks.

Operator

Thank you ladies and gentlemen this concludes today’s conference. Thank you for participating. You may now disconnect.

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