Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 16, 2020

(Exact Name of Registrant as Specified in Charter)

New Jersey
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

200 Executive Drive, Suite 340, West Orange, New Jersey  07052

(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
Name of each exchange on which
Common Stock No Par Value

Item 5.07
Submission of Matters to a Vote of Security Holders.
On June 16, 2020, Lincoln Educational Services Corporation (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”) virtually via live webcast. A total of 26,364,521 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 “Preferred Stock”) each of which was entitled to 442.373 votes per share representing the number of shares of Common Stock into which each share of Preferred Stock is convertible, were issued and outstanding and entitled to vote as of April 27, 2020, the record date for the Annual Meeting. There were 23,794,216 shares of Common Stock and 12,700 shares of Preferred Stock represented in person or by proxy at the Annual Meeting constituting a quorum (representing approximately 91.96% of the voting power of the Company’s outstanding capital stock).  The shareholders were asked to vote on the following proposals with the Common Stock and the Preferred Stock voting together as a single class for all proposals. Each of the proposals was approved by the requisite vote of the Company’s shareholders. Set forth below are the proposal acted upon by the shareholders at the Annual Meeting as further described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2020 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 2021 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:
Votes For
Votes Withheld
Alvin O. Austin
Peter S. Burgess
James J. Burke, Jr.
Kevin M. Carney
Celia H. Currin
Ronald E. Harbour
J. Barry Morrow
Scott M. Shaw

Proposal Number 2: To approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the proxy statement.  The proposal was approved by a vote of the shareholders as follows:
Votes For
Votes Against

Proposal Number 3: To approve the Company’s 2020 Long-Term Incentive Plan disclosed in the Company’s proxy statement, as revised and presented in a Current Report on Form 8-K filed by the Company with the SEC on June 5, 2020. The proposal was approved by a vote of the shareholders as follows:
Votes For
Votes Against

Proposal Number 4: To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020.  The proposal was approved by a vote of the shareholders as follows:
Votes For
Votes Against

Item 7.01
Regulation FD Disclosure.
On June 16, 2020, 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
Company’s Management Presentation at the 202 Annual Meeting of Shareholders


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.

Date:  June 19, 2020
/s/ Alexandra M. Luster
Name: Alexandra M. Luster
Title:   General Counsel

Exhibit 99.1

 Lincoln Educational Services Corporation2020 Annual Meeting of Shareholders  Welcome 

 PUT YOUR POTENTIAL TO WORK    Year Ending 2019 

 Cautionary Statement  Statements during this Annual Meeting 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, if at all. 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, as required; 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 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 economies; general economic conditions; and other factors discussed in our annual report on Form 10-K for the year ended December 31, 2019.  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, 2019.  All forward-looking statements are qualified in their entirety by this cautionary statement, and Lincoln undertakes no obligation to revise or update the remarks made to reflect events or circumstances after the date of the 2020 Annual Meeting of Shareholders. 

 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: National Skills Coalition) 

 Lincoln Graduates are Essential Workers  5  Approximately 90% of our students are pursuing careers that the U.S Department of Homeland Security considers Essential Critical Infrastructure Workers. 

 Drivers of Organic Demand for Training  6 

 Significant Opportunity for Organic Growth  7  BLS data for annual new hires for Lincoln’s top programs  Transportation and Skilled Trades    Healthcare and Other Professions    Automotive Technology  76,000  LPN  63,000  Diesel Technology  42,000  Medical Assisting  95,000  Collision Repair  17,100  Dental Assisting  46,000  Electrical  82,000  Culinary  146,000  Welding  46,000  Baking & Pastry  29,000  HVAC  39,000  Cosmetology  85,000  Electronic Systems Technology  12,000  Aesthetics  8,000  CNC Manufacturing Technology  17,000  Information Technology  44,000  Lincoln’s Market Share ~1.5%    Lincoln’s Market Share ~0.5%    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 2016 through 2026, www.careeronestop.org, captured on March 27, 2018. State-specific employment projections can also be found at careeronestop.org. 

 Company Overview     

 Nasdaq : LINC   9  A national leader with nearly 75 years of experienceFocused on providing hands-on training serving national, large regional, and local employers in transportation, skilled trades, and healthcareStrong student outcomes and regulatory recordThe growing “middle skills gap” will drive growth for the next decade Increased student starts has returned Lincoln to profitabilityHigh operating leverage as enrollment growsRecent financing transactions provide flexibility to accelerate growth Opportunities to expand footprint and program offerings for additional growth    Stock Price as of 12/31/2019  $2.70    Revenues (2019)  $273 million    52-week Price Range  $1.66 - $3.30    EBITDA (2019)  $13.4 million    Common Shares Outstanding  25.2 million    Institutional Ownership  74%    Market Capitalization  $68.1 million    Insider Ownership  6%    Average Volume (3 mo.)  19,478       

 Campuses Across the Country  10    Opportunity for expansion in the South and West 

 Pro Forma Operations Annual Revenue, Starts, & Average Population* ($ in millions)  11   Revenue Average Population   Starts  $245  $257  * 2017 & 2018 exclude transitional segment (closed schools) and are presented as pro forma operations.  +3.7%  +7.7%  +5.0% 

 Pro Forma Operations ($ in millions)  12  Approximately 11,300 students enrolled at 22 campuses as of 12/31/2019Nine consecutive quarters of start growthKey metrics such as revenue, student starts, student graduation, and placement rates continue to grow  Margin4.9%  * 2017 & 2018 exclude transitional segment (closed schools) and are presented as pro forma operations. Refer to appendix. 

 Transportation and Skilled Trades ($ in millions)  13  Approximately 7,400 students enrolled at 13 campuses as of 12/31/2019High demand for training in Automotive, Diesel, HVAC, CNC, Welding, ElectricalGrowing list of industry partners  Margin15.1%  Margin14.2% 

 Healthcare and Other Professions ($ in millions)  14  Approximately 3,900 students at 9 campuses as of 12/31/2019Growing demand for healthcare professionalsStrong demand by students especially for Licensed Practical Nursing  Margin10.0% 

 Increasing Profitability ($ in millions)  15  Lincoln’s EBITDA has increased in each quarter of 2019 as compared to 20182019 EBITDA was $13.4M 

 EBITDA & Net Income Pro Forma Summary* ($ in millions)  16  * 2017 & 2018 exclude transitional segment (closed schools) and are presented as pro forma operations. Refer to appendix. 

 Earnings Per Share  17 

 Balance Sheet & Cash Flow Summaries  18 

 November 2019 Transactions ($ in millions)  19  Strengthened liquidity position provides flexibility to execute growth initiativesIncreased available liquidity by more than $30 millionAnnualized interest expense savings of approximately $1 millionNew $60 million credit facility$20 million funded term loan$10 million delayed draw term loan$15 million revolving line of credit ($10 sublimit for standby letters of credit)$15 million cash collateralized line of credit when outstanding Issued $12.7 million of 9.6% convertible preferred stock ($2.36 conversion price)Improved balance sheet due to financing activities     9/30/19*  12/31/19  Cash  $11.8  $23.6  Restricted cash  4.0  15.0**  Bank debt  (26.9)  (34.0)**  Net Cash (Debt)  $ (11.1)  $ 4.6  Cash and available liquidity  $11.8  > $40  * Quarter before financing activities**$15 million of restricted cash was repaid in January 2020 

 Growing Base of Industry Partners  20  Positions Lincoln as long-term solutions provider for both entry level technicians and advanced workforce trainingEmployers appreciate the technical and soft skills of our studentsPartners provide validation of the quality of our educationCo-branding opportunities with elite partners helps attract new studentsPartners provide better job opportunities for our graduates 

 Entering 2020 : a New Chapter for Lincoln  21 

 2020 Priorities Pre-COVID-19  22  * These financial goals were per-COVID 19 and guidance was withdrawn on May 13, 2020 

 23   Initial Response Medium Term Longer Term  Impact of COVID-19 

 Investment Merits  24  A national leader in hands-on transportation, skilled trades, and healthcare trainingOrganic revenue growth with increasing profitabilityThe skills gap will drive growth for the next decadeOpportunities to expand footprint and program offerings for additional growthCapacity at campuses provides high operating leverage on incremental growth$66.7 million of tax loss carryforwards reduces future cash outflows*In a down economy, Lincoln’s growth and profitability can increase substantiallyStrong student outcomes and regulatory record  * Subject to 382 limitation expected to be completed Q2 2020 and not reflected on balance sheet due to having a full tax valuation allowance. 

 Thank You