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May 20, 2005
David F. Carney
Chairman of the Board and CEO
Lincoln Educational Services Corporation
200 Executive Drive, Suite 340
West Orange, New Jersey 07052
Re: Lincoln Educational Services Corporation
Registration Statement on Form S-1
Filed March 29, 2005, as amended May 6, 2005
File No. 333-123644
Dear Mr. Carney:
We have reviewed your filing and your May 6, 2005 response
letter and have the following comments. Where indicated, we think
you should revise your Form S-1 in response to these comments. If
you disagree with any of our comments, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. Please update to comply with Rule 3-12 of Regulation S-X.
Summary, page 1
2. Please revise the italicized introductory paragraph to delete
the
third sentence in accordance with prior comment 8. The
explanation
as to how you are referring to the company both before and after
its
reorganization appears unnecessary to an understanding of the
summary
disclosure given that the reorganization took place over two years
ago. Also revise the remainder of your prospectus, particularly
your
Business section, to reduce your reliance on unnecessary acronyms
pursuant to prior comment 10.
3. Revise to further reduce the length of the subsection entitled
"Market Opportunity," most of which is more appropriate for your
Business section. See prior comment 11.
4. Please consider providing more of a summarized presentation of
the
regulatory information requested by our prior comment 12.
Risk Factors, page 8
5. Your first two risk factors continue to contain long and
detailed
discussions. Please revise to reduce any unnecessary detail and
only
provide enough information necessary to understand the risks. See
prior comment 17.
Use of Proceeds, page 22
6. Refer to prior comment 26. Is it possible for the company to
provide quantified estimates or ranges of the amounts intended to
be
allocated for each purpose you cite in this section, such as the
expansion of existing facilities and strategic acquisitions? In
this
regard, you may add appropriate qualifying language stating that
the
amounts are estimates and are subject to change.
Management`s Discussion and Analysis, page 30
7. We continue to suggest that you provide more discussion of
material forward looking information about trends in your various
line items, such as changes in revenues, educational services and
facilities expenses, and selling, general, and administrative
expenses. For example, we note that your revenues increased from
2002 to 2003 and from 2003 to 2004 partly because of acquisitions
of
other schools and increased enrollment. We assume you expect
revenues to continue to increase in absolute terms because of
acquisitions and increased enrollments. Do you expect the rate of
revenue increases will continue to decline in the 2004 to 2005
fiscal
year? In addition, and to the extent practicable, quantify the
anticipated costs associated with the continued roll-out of the
new
student management and reporting system in 2005 and 2006. Also
address how you anticipate paying for the increased expenses
attributable to the roll-out of the new system and costs related
to
being a public company. See prior comment 28.
8. Revise the second full paragraph on page 32 to provide an
expanded
description of the adverse effect on your operations that could
result if you receive a composite score under 1.0 in any future
year.
Revenue recognition, page 34
9. We note your response to our prior comment 29. Please amend to
disclose the length of the applicable programs and your revenue
recognition period as defined in your response.
Contractual obligations, page 43
10. We note your response to our prior comment 35. Please revise
your disclosure to include interest payments in the contractual
obligations table or as a footnote to the table using rates as of
December 31, 2004.
Legal Proceedings, page 58
11. We are aware that you are currently involved in a civil
lawsuit
filed in a Tennessee state court. Please tell us in your response
letter the consideration you gave to Item 103 of Regulation S-K
when
deciding whether or not to disclose this legal proceeding.
Management, page 75
Employment-Related Arrangements, page 83
12. Please revise to further clarify the "pre-established
financial
measures" and "non-financial performance objectives" established
by
the board or the compensation committee. Summarize these measures
so
that investors will come away with a clear understanding of the
specific goals Mr. Carney and the other executives must achieve in
order to earn their bonus, including quantification of the
specific
financial goals that must be reached.
Underwriting, page 111
Reserved Shares, page 112
13. Please provide us with copies of all communications that will
be
sent to investors in connection with the reserved share program.
For
example, we note that while you provided us with copies of the
login
screen and deal sketch page for the Print Suppression Method of
communication, you did not provide us with copies of the materials
that will be sent to investors under the Print and Mail Method,
and
did not provide us with copies of the CEO Letter and other
communications to be sent under the Print Suppression Method.
Electronic Distributions, page 114
14. Please provide us with an expanded description of the
procedures
and copies of any screen shots, e-mails, and other communications
that will be used through i-Deal. We may have further comments
upon
receipt of those materials.
Goodwill and Other Intangible Assets, page F-8
15. We note your response to our prior comment 53. Please amend
your
disclosure to include the language in your response. Specifically
disclose the two-step process for impairment testing and
discussion
of your reporting units at an individual school level.
16. We note your response to our prior comment 54. Please amend
your
new footnote to comply with the disclosure requirements of
paragraph
45(c) of SFAS No. 142.
Note 10. Stockholders` Equity, page F-18
17. We note your response to our prior comment 58. Please amend
Note
10 to include the disclosure you have included in your response.
Draft Exhibit 5.1
18. Revise to remove the assumption under (e). We believe that
the
purpose of the legality opinion is to provide investors with the
assurance that the shares are validly issued, fully paid and
nonassessable. To the extent that determination depends on
whether
the Purchase Agreement is the legal, valid and binding obligation
of
the respective parties should be determined by the issuer`s law
firm
rather than individual investors.
* * * *
Please amend your Form S-1 in response to these comments.
You
may wish to provide us with marked copies of the amendment to
expedite our review. Please furnish a cover letter with your
amendment that keys your responses to our comments and provides
any
requested supplemental information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
You may contact Robert Carroll, Staff Accountant, at (202)
551-
3362 or Ivette Leon, Assistant Chief Accountant, at (202) 551-3351
if
you have questions regarding comments on the financial statements
and
related matters. Please contact Derek Swanson, Staff Attorney, at
(202) 551-3366 or me at (202) 551-3833 with any other questions.
Sincerely,
Michele M. Anderson
Legal Branch Chief
cc: Rohan S. Weerasinghe, Esq.
Shearman & Sterling LLP
Via Facsimile: (212) 848-7179
Fred Erker, Esq.
Shearman & Sterling LLP
Via Facsimile: (646) 848-8167
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Mr. David F. Carney
Lincoln Educational Services Corporation
May 20, 2005
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