Form 8-K - Current report
08 May 2024 - 12:00AM
Edgar (US Regulatory)
false000128661300012866132024-05-022024-05-02
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): May 2, 2024
LINCOLN EDUCATIONAL SERVICES CORPORATION
(Exact Name of Registrant as Specified in Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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14 Sylvan Way
, Suite A, Parsippany, NJ 07054
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (973) 736-9340
Not applicable
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(Former name or former address, if changed since last report)
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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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, no par value per share
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LINC
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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On May 2, 2024, Lincoln Educational Services Corporation (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) virtually
via live webcast. A total of 31,446,064 shares of common stock, no par value per share (the “Common Stock”), were issued and outstanding and entitled to vote as of March 14, 2024 the record date for the Annual Meeting. There were 26,997,398 shares of
Common Stock represented in person or by proxy at the Annual Meeting constituting a quorum. Each of the proposals was approved by the requisite vote of the Company’s shareholders. Set forth below are the proposals acted upon as further described in
the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2024 and the final voting results for each proposal:
Proposal Number 1: To elect
the following 8 individuals named in the Company’s proxy statement as directors of the Company for a one-year term which will expire at the 2025 Annual Meeting of Shareholders and until their successors are duly elected and qualified. Each nominee
for director was elected by a vote of the shareholders as follows:
Nominee
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Votes For
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Votes Withheld
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Broker
Non-Votes
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John A. Bartholdson
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19,648,772
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1,983,121
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5,365,505
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James J. Burke, Jr.
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19,236,407
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2,395,486
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5,365,505
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Kevin M. Carney
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21,420,619
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211,274
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5,365,505
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Michael A. Plater
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19,257,683
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2,374,210
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5,365,505
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Felecia J. Pryor
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19,299,646
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2,332,247
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5,365,505
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Carlton E. Rose
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21,244,734
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387,159
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5,365,505
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Scott M. Shaw
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21,425,939
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205,954
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5,365,505
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Sylvia J. Young
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21,429,102
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202,791
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5,365,505
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Proposal Number 2: To approve,
on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the Company’s proxy statement. The proposal was approved by a vote of the shareholders as follows:
Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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19,875,738
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1,438,503
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317,652
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5,365,505
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Proposal Number 3: To ratify
the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. The proposal was approved by a vote of the shareholders as follows:
Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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25,734,452
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1,255,352
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7,594
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not applicable
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Item 7.01 |
Regulation FD Disclosure.
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On May 2, 2024, the Company presented additional background information on the Company and on its strategic plan (the “Shareholder Presentation”) during its Annual
Meeting of Shareholders. A copy of the Shareholder Presentation, which is available on the Company’s website at www.lincolntech.edu under the tab “Investor Relations,” is attached hereto as Exhibit 99.1, and is incorporated herein by reference. The information contained under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly stated by specific reference in such filing.
On May 7, 2024, the Company announced that the Board of Directors has authorized the continuation of the share repurchase program (the
“Share Repurchase Program”) originally established on May 24, 2022 for repurchases of up to $30 million of the Company’s outstanding common stock over a twelve-month period which was subsequently extended and expanded to $40 million. To date, the
Company has made repurchases of approximately 1.7 million shares of the Company’s common stock at an average share price of $5.95 for an aggregate expenditure of approximately $10.3 million. Currently, $29.7 million remains available for repurchases
under the authorization of the program.
Purchases may be made, from time to time, in open-market transactions at prevailing market prices, in privately negotiated
transactions or by other means as determined by the Company’s management and in accordance with applicable federal securities laws. The timing of purchases and the number of shares repurchased under the program will depend on a variety of factors
including price, trading volume, corporate and regulatory requirements and market conditions. The Company retains the right to limit, terminate or extend the share repurchase program at any time without prior notice.
A copy of the press release issued by the Company announcing the extension of the Share Repurchase Program is attached to this Current
Report on Form 8-K as Exhibit 99.2.
The information contained under this Item 8.01, including Exhibit 99.2, is being furnished and shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly stated by specific reference in such
filing.
Item 9.01 |
Financial Statements and Exhibits.
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Management Presentation at the 2024 Annual Meeting of Shareholders
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Press Release issued by Lincoln Educational Services Corporation on May 7, 2024 as to extension of share repurchase program
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104
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Cover Page Interactive Data File (embedded within the inline XBRL document).
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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 hereunto duly authorized.
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LINCOLN EDUCATIONAL SERVICES CORPORATION
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Date: May 7, 2024
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By:
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/s/ Alexandra M. Luster
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Name:
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Alexandra M. Luster
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Title:
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SVP, General Counsel & Secretary
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Exhibit 99.1
2024 Shareholders’ Meeting Presented by: Scott Shaw President and CEO Year Ended
December 31, 2023
SAFE HARBOR STATEMENT Statements in this presentation regarding Lincoln’s business
that are not historical facts may be “forward-looking statements” that involve risks and uncertainties. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate
indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time
with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could
cause such differences include, but are not limited to: our failure to comply with the extensive regulatory framework applicable to our industry or our failure to obtain timely regulatory approvals in connection with a change of control of
our company or acquisitions; our success in updating and expanding the content of existing programs and developing new programs in a cost-effective manner or on a timely basis; risks associated with changes in applicable federal laws and
regulations, including final rules that took effect during 2011 and other pending rulemaking by the U.S. Department of Education; uncertainties regarding our ability to comply with federal laws and regulations regarding the 90/10 rule and
cohort default rates; risks associated with the opening of new campuses; risks associated with integration of acquired schools; industry competition; our ability to execute our growth strategies; conditions and trends in our industry; the
COVID-19 pandemic and its impact on our business and the U.S. and global economics; general economic conditions; and other factors discussed in our annual report on Form 10-K for the year ended December 31, 2023. For a discussion of such
risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in Lincoln’s annual report on Form 10-K for the year ended December 31, 2023. All forward-looking
statements are qualified in their entirety by this cautionary statement, and Lincoln undertakes no obligation to revise or update this news release to reflect events or circumstances after the date hereof.
LINCOLN GRADUATES ARE ESSENTIAL WORKERS Approximately 90% of our students are pursuing
careers that the U.S Department of Homeland Security considers Essential Critical Infrastructure Workers
DEMAND FOR MIDDLE SKILLS TRAINING 4 Middle-skill jobs, which require education
beyond high school but not a four-year degree, make up the largest part of America’s labor market (Source: U.S. Bureau of Labor Statistics) Lincoln connects employers with entry level trained professionals from the adult, high school and
military sectors Low Skill 22% Middle Skill 48% High Skill 30% US Job Opening by Skill Level (2022-2032) Source: U.S. Bureau of Labor Statistics Employment by typical entry-level education
The education system became designed to send everyone to college Society believed that
going to college would lead to a better life Blue collar jobs became stigmatized RENAISSANCE OF THE SKILLED TRADES Today the general public is looking for less expensive, faster ways to start a meaningful career that will provide
economic security and personal satisfaction. Career Training meets this need The stigma has lessened - Essential Workers The data clearly shows that going to college is not for everyone. Only ~60% graduate in 6 years Students cannot
repay their debt Graduates are in jobs that don’t require a degree GROWTH EVEN WITH LOW UNEMPLOYMENT T H E N N O W
REVENUE, STARTS & POPULATION: DECEMBER YTD ($ in Millions)
FINANCIAL TRENDS 2020-2024E Excludes Transitional segment 2024 Revenue &
Adjusted EBITDA based on mid-point of guidance Refer to appendix for adjusted EBITDA & Revenue Reconciliation
Employers cannot find enough technically trained employees and with the infrastructure
bill passed demand for skilled workers should be even greater Lincoln is a leading, technical, hands-on educator and trainer serving high demand industries (transportation, skilled trades and healthcare) facing this Skills Gap Proven
ability to grow population and revenue in high and low unemployment markets Returning to long term significant operating leverage with approximately 40% of incremental revenue dropping to the bottom line. Strong balance sheet with resources
to expand programs and campuses to accelerate growth Continuing efforts to streamline and standardize operations including moving to a more efficient hybrid learning model, and standardizing curriculum. Hybrid model is more attractive to
students Skills Gap Leader Growth Profitability Increasing Efficiency Balance sheet INVESTMENT OPPORTUNITY
SIGNIFICANT OPPORTUNITY FOR ORGANIC GROWTH BLS DATA FOR ANNUAL NEW HIRES FOR LINCOLN’S
TOP PROGRAMS National figures cited above are based on projected annual job openings which refers to the average annual job openings due to growth and net replacement. This data was compiled from the U.S. Dept. of Labor, Bureau of Labor
Statistics, for the years 2022 through 2032, www.careeronestop.org, captured on February 23, 2024. State-specific employment projections can also be found at careeronestop.org.
LINCOLN TECH Largest Provider of Automotive and Skilled Trade Graduates in the
East EAST WEST
CAMPUSES ACROSS THE COUNTRY OPPORTUNITY FOR EXPANSION IN THE SOUTH AND WEST
STRATEGIC GROWTH PLAN * 2024 represents the midpoint of guidance ** New Locations:
Atlanta, Houston, Philadelphia (Levittown), and Nashville
OUR SUPERIOR EDUCATIONAL APPROACH
GROWING BASE OF INDUSTRY PARTNERS Positions Lincoln as long-term solutions provider for
both entry level technicians and advanced workforce training Employers appreciate the technical and soft skills of our students Partners provide validation of the quality of our education Co-branding opportunities with elite partners helps
attract new students Partners provide better job opportunities for our graduates
COMPLIANCE STATS 90/10 Rule : This rule caps the percentage of revenue that a
proprietary institution can receive from federal financial aid sources at 90%; the other 10% of revenue must come from alternative sources. Starting in 2023, the Veteran Affairs benefits are counted as federal financial aid in the
numerator. CDR : It is the percentage of a school's borrowers who enter repayment on certain Federal Family Education Loan (FFEL) Program or William D. Ford Federal Direct Loan (Direct Loan) Program loans during a particular federal fiscal
year (FY), October 1st to September 30th, and default or meet other specified conditions prior to the end of the second following fiscal year. Composite Score : the DOE composite score reflects the overall financial health of an institution.
The score can be anywhere along the scale from negative 1.0 to positive 3.0. If an institution receives a score greater than or equal to 1.5, the institution is considered financially responsible. FY 2023 FY 2022 Metrics Company
Overall New Britain OPEID Indianapolis OPEID Iselin OPEID Company Overall New Britain OPEID Indianapolis OPEID Iselin OPEID 90/10
Actual 81% 83% 79% 84% 74% 75% 71% 80% 90/10 Proforma* 80% 80% 79% 83% CDR** 0.0% 0.0% 0.0% 0.0% 2.7% 2.9% 2.9% 1.9% Composite Score 3.0 2.9 This data is the annual data submitted to ACCSC for completion and
employment rates for programs offered as of July 1, 2023 Total Students Available for Grad. Total Grads Completion Percentage Grads. Available for Employment Total Employed Employment
Percentage 14,642 10,030 69% 9,787 8,048 82% * The 2022 proforma represented the 90/10 ratio based on Veteran Affairs benefits included as federal funds in line with the 2023 calculation. ** 2020 cohort reported in FY23, 2019 cohort
reported in FY22.
EXPERIENCED MANAGEMENT TEAM Chad Nyce EVP, Chief Innovation Officer (4) Alexandra
Luster EVP, General Counsel & Secretary (29) Peter Tahinos SVP of Marketing (9) Val Thomas SVP & Chief Information Officer (14) Stephen Ace SVP of Human Resources (16) Susan English SVP of Career Services & Industry
Partners (40) Francis Giglio SVP of Compliance and Regulatory (20) James Rasmussen SVP Admissions (17) Scott Shaw President and CEO (23) Brian Meyers EVP, CFO & Treasurer (21)
BOARD OF DIRECTORS Carlton Rose Former President, Global Fleet Maintenance &
Engineering, UPS; 1981 Lincoln Tech Graduate Scott M. Shaw President & Chief Executive Officer, Lincoln Educational Services Felecia Pryor Chief Human Resources Officer, John Deere Sylvia J. Young Former President & Chief
Executive Officer HCA Continental Division James J. Burke, Jr. Founder & Managing Partner, JJB Capital Partners LLC Kevin M. Carney Former Executive Vice President & Chief Financial Officer, Web.com Group Inc. John A. Bartholdson
Co-Founder & Partner, Juniper Investment Co. LLC Dr. Michael A. Plater Former University President, Strayer University
Exhibit 99.2
Press Release
Lincoln Educational Services Corporation Announces Extension of Share Buyback Program
PARSIPPANY, NJ – May 7, 2024 – Lincoln
Educational Services Corporation (NASDAQ: LINC) today announced that its Board of Directors has authorized extension of its share repurchase program for an additional twelve months through May 24, 2025.
On May 24, 2022, the Company announced that its Board of Directors had authorized a share repurchase program of up to $30 million of the Company’s outstanding
common stock. The repurchase program was initially authorized for twelve months and has since been extended and increased to $40 million. Since inception of the program, the Company has made repurchases of approximately 1.7 million shares of the
Company’s common stock at an average share price of $5.95 for an aggregate expenditure of approximately $10.3 million. Currently, $29.7 million remains available for repurchases under the authorization of the program.
As previously disclosed, purchases may be made in open-market transactions, in block transactions on or off an exchange, in privately negotiated transactions
or by other means as determined by the Company’s management and in accordance with the regulations of the Securities and Exchange Commission. The timing of purchases and the number of shares repurchased under the program will depend on a variety of
factors including price, trading volume, corporate and regulatory requirements and market conditions. The Company expects to fund repurchases with its cash on hand and funds generated from its operations. The Company retains the right to limit,
terminate or extend the share repurchase program at any time without prior notice.
“Our Board of Directors’ decision to extend this share buyback program reflects our continued commitment to optimizing our balance sheet and returning value to
our shareholders,” said Scott M. Shaw, Chief Executive Officer and President of the Company. “This share buyback program demonstrates our thoughtful capital allocation strategy to enhance our franchise value for the long term. If used, we believe
this share buyback program provides an excellent opportunity to deploy cash and enhance shareholder value without compromising the financial flexibility necessary to continue investing in key higher-growth opportunities”, Mr. Shaw said.
###
ABOUT LINCOLN EDUCATIONAL SERVICES CORPORATION
Lincoln Educational Services Corporation is a leading provider of diversified career-oriented post-secondary education. Lincoln offers recent high school
graduates and working adults career-oriented programs in five principal areas of study: automotive technology, health sciences, skilled trades, business and information technology, and hospitality services. Lincoln has provided the workforce with
skilled technicians since its inception in 1946. Lincoln currently operates 22 campuses in 13 states under 4 brands: Lincoln College of Technology, Lincoln Technical Institute, Lincoln Culinary Institute and Euphoria Institute of Beauty Arts and
Sciences. For more information, go to www.lincolntech.edu.
FORWARD-LOOKING STATEMENTS
Statements in this press release and in oral statements made from time to time by representatives of Lincoln Educational Services
Corporation regarding Lincoln’s business that are not historical facts, including those made in a conference call, may be “forward-looking statements” as that term is defined in the federal securities law. The words “may,” “will,” “expect,”
“believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on information available at the
time those statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in
or suggested by the forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results
will be achieved, if at all. Generally, these statements relate to business plans or strategies and projections involving anticipated revenues, earnings, or other aspects of the Company’s operating results. Such forward-looking statements include
the Company’s current belief that it is taking appropriate steps regarding the pandemic and that student growth will continue. The Company cautions you that these statements concern current expectations about the Company’s future performance or
events and are subject to a number of uncertainties, risks, and other influences, many of which are beyond the Company’s control, that may influence the accuracy of the statements and the projects upon which the statements are based including,
without limitation, impacts related to the COVID-19 pandemic or other epidemics or pandemics; our failure to comply with the extensive regulatory framework applicable to our industry or our failure to obtain timely regulatory approvals in connection
with acquisitions or a change of control of our Company; our success in updating and expanding the content of existing programs and developing new programs for our students in a cost-effective manner or on a timely basis; risks associated with
cybersecurity; risks associated with changes in applicable federal laws and regulations; uncertainties regarding our ability to comply with federal laws and regulations, such as the 90/10 rule and prescribed cohort default rates; risks associated
with the opening of new campuses; risks associated with integration of acquired schools; industry competition; our ability to execute our growth strategies; conditions and trends in our industry; general economic conditions; and other factors
discussed in the “Risk Factors” section of our Annual Reports and Quarterly Reports filed with the Securities and Exchange Commission. All forward-looking statements are qualified in their entirety by this cautionary statement, and Lincoln
undertakes no obligation to publicly revise or update any forward-looking statements, whether as a result of new information, future events or otherwise after the date hereof.
Contact:
Scott Shaw, CEO and President
Brian Meyers, CFO
973-736-9340
EVC GROUP LLC
Investor Relations: Michael Polyviou, mpolyviou@evcgroup.com, 732-933-2755
Media Relations: Tom Gibson, 201-476-0322
Lincoln Educational Services Corporation
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Lincoln Educational Serv... (NASDAQ:LINC)
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