8-K

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 5, 2022

LINCOLN EDUCATIONAL SERVICES CORPORATION

(Exact Name of Registrant as Specified in Charter)

New Jersey	000-51371	57-1150621
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

(Former name or former address, if changed since last report)

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:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock No Par Value	LINC	NASDAQ

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 5, 2022, Lincoln Educational Services Corporation (the “Company”) held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”) virtually via live webcast. A total of 27,449,203 shares of common stock $0.01 par value per share (the “Common Stock”) each of which is entitled to one vote, and a total of 12,700 shares of the Company’s Series A Convertible Preferred Stock, no par value per share (the “Series A Preferred Stock”) each of which is entitled to 423.729 votes per share representing the number of shares of Common Stock into which each share of Series A Preferred Stock is convertible, were issued and outstanding and entitled to vote as of March 8, 2022 the record date for the Annual Meeting. There were 22,608,441 shares of Common Stock and 12,700 shares of Series A Preferred Stock represented in person or by proxy at the Annual Meeting constituting a quorum.  With respect to Proposal 1, holders of Common Stock and Series A Preferred Stock voted together as a single class, with the holders of Series A Preferred Stock voting on an as-converted basis, on the election of James J. Burke, Jr., Kevin M. Carney, Ronald E. Harbour, J. Barry Morrow, Michael A. Plater, Felecia J. Pryor, Carlton E. Rose and Scott M. Shaw (eight of the nine director nominees), while the holders of Series A Preferred Stock, voting separately as a class, voted on the election of John A. Bartholdson. Proposals 2 and 3 were voted on by the holders of Common Stock and Series A Preferred Stock voting together as a single class with the holders of Series A Preferred Stock voting on an as-converted basis.  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 March 25, 2022 and the final voting results for each proposal:

Proposal Number 1:  To elect the following 9 individuals named in the Company’s proxy statement as directors of the Company for a one-year term which will expire at the 2023 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	Votes For	Votes Withheld	Broker Non-Votes
John A. Bartholdson*	5,381,358	-0-	-0-
James J. Burke, Jr.	22,106,051	2,363,324	3,520,464
Kevin M. Carney	24,368,599	100,776	3,520,464
Ronald E. Harbour	22,066,380	2,402,995	3,520,464
J. Barry Morrow	24,442,567	26,808	3,520,464
Michael A. Plater	22,174,074	2,295,301	3,520,464
Felecia J. Pryor	24,227,312	242,063	3,520,464
Carlton E. Rose	24,333,080	136,295	3,520,464
Scott M. Shaw	24,441,527	27,848	3,520,464

*The holders of Series A Preferred Stock, voting separately as a class, voted on the election of John A. Bartholdson.

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	Votes Against	Abstentions	Broker Non-Votes
24,081,691	378,881	8,763	3,520,464

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, 2022.  The proposal was approved by a vote of the shareholders as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
27,896,087	83,954	9,758	not applicable

Item 7.01 Regulation FD Disclosure.

On May 5, 2022, the Company presented additional background information on the Company and on its strategic plan (the “Shareholder Presentation”) during its Annual Meeting of Shareholders held virtually.  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 in this Item 7.01 and the attached exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly stated by specific reference in such filing

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit Title
99.1	Management Presentation at the 2022 Annual Meeting of Shareholders

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.

	LINCOLN EDUCATIONAL SERVICES CORPORATION
Date:  May 5, 2022
	By:	/s/ Alexandra M. Luster
	Name:	Alexandra M. Luster
	Title:	SVP, General Counsel & Secretary

EX-99.1

Exhibit 99.1

 PUT YOUR POTENTIAL TO WORK  2022 Shareholders Meeting 

 Stronger and BetterLincoln entered 2021 with great momentum and success, and despite the continuing challenges of the pandemic, we ended the year stronger financially and better prepared to reach our potential.  2 

 3 

 Silver Tsunami – aging baby-boomers retiring from the workplace  Growing skepticism of the value of college  Employers struggle to find interested candidates  Simple jobs have become more complex with technology  Strong demand in healthcare, manufacturing and construction  Infrastructure spending will exacerbate the shortage  Less stigma – Essential Workers  Demand  Supply  Societal pressure to go to college  Elimination of Vo-Tec programs  4  GAP  Drivers of Organic Demand for Training 

 Demand for “Middle Skills Training”  5  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: National Skills Coalition)  Lincoln connects employers with entry level trained professionals from the adult, high school and military sectors. 

 Leadership changes  Positive new student starts  Enrollment growth  Return to profitability  Financing transactions  2021 : A New Chapter for Lincoln  2015 – 2017  Restructuring  2018 – 2020   Turnaround  2021 & beyond   Growth  Pressures throughout industry  Programs realigned  Campuses closed  Cost cutting  .  Achieve organic growth  Resources to accelerate growth  Increase marketing  Expand and add programs  Add campuses  6 

 Transformational Impact of COVID-19  7  All campuses were closed mid March 2020 & moved to remote services  Campuses started to re-open in June 2020 with all open by August  All campus support services offered at the campus and remotely  Lincoln finished 2020 financially stronger than 2019  Pivoted to Online/Blended  Revenue grew by 7.2% to $293.0 million and starts increased 10.7%  EBITDA grew by 66.1% to $22.2 million  Cash increased and debt declined to end the year net cash +  Started 2021 with 1,034 more students  Strong 2020 Results  Met or exceeded 2021 guidance  Cash and cash equivalents as of 12/31/2021: ~$80M  No debt outstanding as of 12/31/2021; $11M available under revolving line of credit  Monetized real estate through a sale-leaseback transaction  2021 Operations  All programs will be blended 25% online / 75% on campus.  Lincoln’s existing operations will be simplified and streamlined  Additional services will improve graduation and placement rates  Operating efficiencies should lead to increased profitability  2022 and Beyond 

 Our Superior Educational Approach  8  Feedback Integration  Student Support  Industrial Infrastructure  Engaging Curriculum  Graduation and Placement  Employment Assistance  Develop training programs with feedback from employers and key industry associations to understand gaps and needs  Integrate industry preferred licensing and certifications into the curriculum  Provide robust student support services to ensure strong outcomes  Build labs and shops that replicate the working environment using professional grade equipment and tools  Incorporate cutting edge education technology with animations, videos and simulations to make learning active and engaging  Superior graduation rates and placement rates  Expect students to meet employability standards for appearance, attendance and professional attitude while in school  Offer an accelerated program with multiple entry points to allow students to graduate quickly and enter the workforce earlier 

 Growing Base of Industry Partners  9  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  10  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.  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 2021  FY 2020  Metrics  Company Overall  New Britain OPEID  Indianapolis OPEID  Iselin OPEID  Company Overall  New Britain OPEID  Indianapolis OPEID  Iselin OPEID  90/10  75%    77%  72%    80%   77%  79%  74%  83%  90/10*  82%  82%  82%  83%   85%  85%   84%   85%  CDR**  9.8%  10.3%  11.3%  6.6%  10.1%  10.8%  11.0%  8.0%  Composite Score   3.0           2.6            This data is the annual data submitted to ACCSC for completion and employment rates for programs offered as of July 1, 2021  Total Students Available for Grad.   Total Grads  Completion Percentage  Grads. Available for Employment  Total Employed   Employment Percentage  12,602  8,292  66%  8,009  6,401  80%  * Currently veteran’s educational benefits is not included as part of the 90% limit, however, if it was included, the Company’s ratio would remain below 90%    as shown in the adjusted ratio.  ** 2018 cohort reported in FY21, 2017 cohort reported in FY20. 

 Experienced Management Team (Years at Lincoln)  11  Chad Nyce  EVP, Chief Innovation Officer (2) 

 Board of Directors  J. Barry Morrow  Non-Executive Chairman, Lincoln Educational Services; Founder & Chief Executive Officer, BK Capital Group  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.  Ronald E. Harbour  Senior Advisor, Global Automotive Manufacturing Practice, Oliver Wyman Co.  Carlton Rose  President, Global Fleet Maintenance & Engineering, UPS; 1981 Lincoln Tech Graduate  Dr. Michael A. Plater  Former University President, Strayer University  Scott M. Shaw  President & Chief Executive Officer, Lincoln Educational Services  John A. Bartholdson  Co-Founder & Partner, Juniper Investment Co. LLC  Felecia Pryor  Chief Human Resources Officer, BorgWarner  12 

 Financial Review 

 Profitability 2018 – 2021(Continuing Operations)  14  Refer to appendix for adjusted EBITDA Reconciliation 

 15  Total Operations ($ in millions)  Approximately 13,100 students enrolled at 22 campuses as of 12/31/2021  Key metrics such as revenue and average population continue to grow  Approximately 2,700 student starts for the quarter ending 12/31/2021  Average population grew approximately 650 vs. PY for the three months ending 12/31/2021  Q4 Revenue & Margin  Q4 Adj. EBITDA  YTD Dec Revenue & Margin  YTD Dec Adj. EBITDA  Refer to appendix for adjusted EBITDA Reconciliation 

 16  Transportation and Skilled Trades ($ in millions)  Approximately 10,300 starts for the twelve months ending 12/31/2021  Average Population increased by approximately 650 students YTD December 2021  Approximately 8,650 students enrolled at 13 campuses as of 12/31/2021  Average Population increased by approximately 550 students for the three months ending 12/31/2021  YTD Dec Revenue & Margin  Q4 Revenue & Margin  YTD Adj. EBITDA  Q4 Adj. EBITDA  Refer to appendix for adjusted EBITDA Reconciliation 

 17  YTD Dec Revenue & Margin  Healthcare and Other Professions ($ in millions)  Approximately 5,100 starts for the Twelve months ending 12/31/2021  Average population increased by approximately 200 students as of 12/31/2021  Approximately 4,500 students enrolled at 9 campuses for the three months ending 12/31/2021  Average Population increased by approximately 100 students for the three months ending 12/31/2021  Q4 Revenue & Margin  YTD Dec Adj. EBITDA  Q4 Adj. EBITDA  Refer to appendix for adjusted EBITDA Reconciliation 

 Balance Sheet & Cash Flow Summaries 

XML

Document and Entity Information	May 05, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 05, 2022
Entity Registrant Name	LINCOLN EDUCATIONAL SERVICES CORPORATION
Entity Incorporation, State or Country Code	NJ
Entity File Number	000-51371
Entity Tax Identification Number	57-1150621
Entity Address, Address Line One	14 Sylvan Way, Suite A
Entity Address, City or Town	Parsippany
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07054
City Area Code	973
Local Phone Number	736-9340
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001286613
Title of 12(b) Security	Common Stock No Par Value
Trading Symbol	LINC
Security Exchange Name	NASDAQ