|
|
|
||
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
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))
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange on which
registered
|
|
Item 2.02. |
Results of Operations and Financial Condition.
|
Item 9.01 |
Financial Statements and Exhibits.
|
(d)
|
Exhibits
|
Press release of Lincoln Educational Services Corporation dated February 28, 2022.
|
LINCOLN EDUCATIONAL SERVICES CORPORATION
|
|||
Date: February 28, 2022
|
|||
By:
|
/s/ Brian K. Meyers
|
Name:
|
Brian K. Meyers
|
|
Title:
|
Executive Vice President, Chief Financial Officer and Treasurer
|
• |
Revenue of $87.8 million, up 7.4% compared to prior year
|
• |
Adjusted EBITDA* of $15.1 million, up 13.1% over prior year
|
• |
Average student population up 6.3%; ending population up 6.9% or 850 students
|
• |
Consummated sale-leaseback transactions generate gain on sale of $22.5 million and net proceeds of $45.4 million, with approximately $17 million used to retire all outstanding debt
|
• |
Net cash position of $83.3 million, up $62.5 million over prior year
|
• |
Net income of $24.0 million
|
• |
Revenue grew 14.4%
|
• |
Student start growth of 7.5%
|
• |
Adjusted EBITDA* of $38.1 million
|
• |
Adjusted pre-tax net income* of $27.1 million
|
• |
Revenue increased $6.0 million, or 7.4%, to $87.8 million from $81.8 million. The increase in revenue resulted from a 6.3% increase in average population, driven by a 7.5% increase in starts for the year.
|
• |
Educational services and facilities expense increased $3.3 million, or 10.6%, to $34.8 million from $31.5 million in the prior year comparable period. Increased costs were primarily concentrated in instructional expense,
books and tools expense and facilities expense. In addition to increases resulting from higher student populations, instruction expense rose due to higher salaries as a consequence of inflationary pressures and instructor shortages,
particularly in nursing programs. Facility expenses increased $0.6 million due to additional rent expense in the current quarter as a result of the sale-leaseback transactions.
|
• |
Selling, general and administrative expense increased $1.6 million, or 4.0% to $40.8 million primarily due to an increase in benefits expense driven by an uptick in medical claims in the current year in combination with a
slight increase in salaries.
|
• |
Gain on sale of assets was $22.5 million recorded upon the consummation of the sale-leaseback transactions involving the Denver, Colorado and Grand Prairie, Texas campuses.
|
• |
Operating income increased to $34.0 million in 2021, from $11.1 million in the prior year period. The increase was mainly driven by a $22.5 million gain resulting from the sale-leaseback transactions, partially offset by $0.6
million of additional rent expense related to the two campuses that were subject of the sale-leaseback transactions and a $0.7 million non-cash impairment charge to adjust the book value of a former campus facility, which closed about 10
years ago. Excluding the impact of the sale-leaseback transactions and the impairment charge as a one-time event, operating income would have increased $1.7 million, or 15.2%.
|
• |
Net interest expense increased
$0.8 million, to $1.1 million from $0.3 million in the prior year comparable period. The additional expense was driven by the sale-leaseback transactions which included $0.5 million related to terminating the interest rate hedge early
and $0.5 million non-cash write-off of deferred finance fees.
|
• |
Net income of $24.0 million, or $0.73 per diluted share, compared to $46.0 million, or $1.44 per diluted share. In 2021, income tax provision was $12.5 million compared to $35.1 million
tax benefit related to a full valuation allowance reversal in 2020.
|
• |
Debt-free balance sheet as
of December 31, 2021 after payoff of all outstanding debt in the fourth quarter compared to $17.8 million of borrowings in the prior year.
|
• |
Total revenue increased by $42.2 million, or 14.4%, to $335.3 million, compared to $293.1 million
|
• |
Student starts grew by 1,081 or 7.5%, to 15,402 compared to 14,321
|
• |
Transportation and Skilled Trades segment revenue increased by $33.1 million, or 16.0%, to $240.5 million, compared to $207.4 million
|
• |
The Healthcare and Other Professions segment revenue increased by $9.1 million, or 10.7%, to $94.8 million, compared to $85.7 million
|
• |
Adjusted EBITDA increased $14.2 million or 59% to $38.1 million, compared to $23.9 million
|
• |
Operating income increased to $49.3 million as compared to $14.8 million
|
• |
Revenue in the range of $350 million to $365 million
|
• |
Student start growth in the range of 5% to 10%
|
• |
Adjusted EBITDA* in the range of $35.0 million to $40.0 million
|
• |
Net Income in the range of $17.0 million to $22.0 million
|
• |
Capital expenditures in the range of $7.0 million to $9.0 million
|
• |
An archived version of the webcast will be accessible for 90 days at http://www.lincolntech.edu.
|
• |
A replay of the call will also be available for seven days by calling 855-859-2056 (domestic) or 404-537-3406 (international) and providing access code 2498132.
|
Three Months Ended
December 31,
(Unaudited)
|
Year-Ended
December 31,
(Unaudited)
|
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
REVENUE
|
$
|
87,816
|
$
|
81,792
|
$
|
335,336
|
$
|
293,095
|
||||||||
COSTS AND EXPENSES:
|
||||||||||||||||
Educational services and facilities
|
34,788
|
31,463
|
138,931
|
122,196
|
||||||||||||
Selling, general and administrative
|
40,762
|
39,188
|
168,923
|
156,199
|
||||||||||||
(Gain) loss on disposition of assets
|
(22,479
|
)
|
15
|
(22,479
|
)
|
(81
|
)
|
|||||||||
Impairment of long-lived assets
|
700
|
-
|
700
|
-
|
||||||||||||
Total costs & expenses
|
53,771
|
70,666
|
286,075
|
278,314
|
||||||||||||
OPERATING INCOME
|
34,045
|
11,126
|
49,261
|
14,781
|
||||||||||||
OTHER:
|
||||||||||||||||
Interest expense
|
(1,142
|
)
|
(315
|
)
|
(2,015
|
)
|
(1,275
|
)
|
||||||||
INCOME BEFORE INCOME TAXES
|
32,903
|
10,811
|
47,246
|
13,506
|
||||||||||||
PROVISION (BENEFIT) FOR INCOME TAXES
|
8,939
|
(35,209
|
)
|
12,528
|
(35,059
|
)
|
||||||||||
NET INCOME
|
$
|
23,964
|
$
|
46,020
|
$
|
34,718
|
$
|
48,565
|
||||||||
PREFERRED STOCK DIVIDENDS
|
304
|
304
|
1,219
|
1,378
|
||||||||||||
INCOME AVAILABLE TO COMMON STOCKHOLDERS
|
$
|
23,660
|
$
|
45,716
|
$
|
33,499
|
$
|
47,187
|
||||||||
Basic and Diluted
|
||||||||||||||||
Net income per share
|
$
|
0.73
|
$
|
1.44
|
$
|
1.04
|
$
|
1.49
|
||||||||
Weighted average number of common shares outstanding:
|
||||||||||||||||
Basic and Diluted
|
25,180
|
24,831
|
25,081
|
24,748
|
||||||||||||
Other data:
|
||||||||||||||||
Adjusted EBITDA (1)
|
$
|
15,136
|
$
|
13,380
|
$
|
38,065
|
$
|
23,867
|
||||||||
Depreciation and amortization
|
$
|
1,520
|
$
|
1,854
|
$
|
7,140
|
$
|
7,400
|
||||||||
Number of campuses
|
22
|
22
|
22
|
22
|
||||||||||||
Average enrollment
|
13,599
|
12,796
|
12,899
|
11,729
|
||||||||||||
Stock-based compensation
|
$
|
796
|
$
|
400
|
$
|
2,889
|
$
|
1,686
|
||||||||
Net cash provided by operating activities
|
$
|
9,697
|
$
|
13,263
|
$
|
27,447
|
$
|
23,485
|
||||||||
Net cash provided by (used in) investing activities
|
$
|
43,100
|
$
|
(2,026
|
)
|
$
|
37,848
|
$
|
(5,483
|
)
|
||||||
Net cash used in financing activities
|
$
|
(16,640
|
)
|
$
|
(804
|
)
|
$
|
(20,014
|
)
|
$
|
(18,620
|
)
|
Selected Consolidated Balance Sheet Data:
|
December 31, 2021
(Unaudited)
|
|||
Cash and cash equivalents
|
$
|
83,307
|
||
Current assets
|
121,627
|
|||
Working capital
|
55,745
|
|||
Total assets
|
295,299
|
|||
Current liabilities
|
65,882
|
|||
Long-term debt obligations, including current portion, net of deferred financing fees
|
-
|
|||
Series A convertible preferred stock
|
11,982
|
|||
Total stockholders' equity
|
129,418
|
• |
We define EBITDA as income (loss) before interest expense (net of interest income), provision (benefit) for income taxes, depreciation and amortization.
|
• |
We define Adjusted EBITDA as EBITDA plus stock compensation expense and adjustments for items not considered part of the Company’s normal recurring operations.
|
• |
We define reconciled net cash as our cash and cash equivalents and restricted cash less both the short and long-term portion under the Company’s credit agreement, and deferred financing fees.
|
• |
We define Adjusted pre-tax income as pre-tax net income before gain on sale of assets, non-cash impairment charges and expenses incurred resulting from the consummation of the sale-leaseback transactions.
|
Three Months Ended December 31,
(Unaudited)
|
Year-Ended December 31,
(Unaudited)
|
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Net income
|
$
|
23,964
|
$
|
46,020
|
$
|
34,718
|
$
|
48,565
|
||||||||
Interest expense, net
|
1,142
|
315
|
2,015
|
1,275
|
||||||||||||
Provision (benefit) for income taxes
|
8,939
|
(35,209
|
)
|
12,528
|
(35,059
|
)
|
||||||||||
Depreciation and amortization
|
1,520
|
1,854
|
7,140
|
7,400
|
||||||||||||
EBITDA
|
35,565
|
12,980
|
56,401
|
22,181
|
||||||||||||
Stock compensation expense
|
796
|
400
|
2,889
|
1,686
|
||||||||||||
Gain on sale of asset
|
(22,479
|
)
|
-
|
(22,479
|
)
|
-
|
||||||||||
Impairment
|
700
|
-
|
700
|
-
|
||||||||||||
Sale leaseback rent expense
|
554
|
-
|
554
|
-
|
||||||||||||
Adjusted EBITDA
|
$
|
15,136
|
$
|
13,380
|
$
|
38,065
|
$
|
23,867
|
December 31,
(Unaudited)
|
||||||||
2021
|
2020
|
|||||||
Current portion of credit agreement and term loan
|
$
|
-
|
$
|
(2,000
|
)
|
|||
Long-term credit agreement and term loan
|
-
|
(15,212
|
)
|
|||||
Cash and cash equivalents
|
83,307
|
38,026
|
||||||
Reconciled net cash
|
$
|
83,307
|
$
|
20,814
|
December 31, 2021
(Unaudited)
|
||||
Pre-tax net income
|
$
|
47,246
|
||
Gain on disposition of asset
|
(22,479
|
)
|
||
Non-cash impairment0
|
700
|
|||
Sale leaseback expenses
|
1,684
|
|||
Adjusted pre-tax income
|
$
|
27,151
|
Three Months Ended December 31,
|
||||||||||||
2021
|
2020
|
% Change
|
||||||||||
Revenue:
|
||||||||||||
Transportation and Skilled Trades
|
$
|
62,945
|
$
|
58,636
|
7.3
|
%
|
||||||
HOPS
|
24,871
|
23,156
|
7.4
|
%
|
||||||||
Total
|
$
|
87,816
|
$
|
81,792
|
7.4
|
%
|
||||||
Operating Income (Loss):
|
||||||||||||
Transportation and Skilled Trades
|
$
|
16,632
|
$
|
15,611
|
6.5
|
%
|
||||||
Healthcare and Other Professions
|
4,101
|
4,681
|
-12.4
|
%
|
||||||||
Corporate
|
13,312
|
(9,166
|
)
|
245.2
|
%
|
|||||||
Total
|
$
|
34,045
|
$
|
11,126
|
206.0
|
%
|
||||||
Starts:
|
||||||||||||
Transportation and Skilled Trades
|
1,467
|
1,438
|
2.0
|
%
|
||||||||
Healthcare and Other Professions
|
1,254
|
1,228
|
2.1
|
%
|
||||||||
Total
|
2,721
|
2,666
|
2.1
|
%
|
||||||||
Average Population:
|
||||||||||||
Transportation and Skilled Trades
|
9,087
|
8,536
|
6.5
|
%
|
||||||||
Leave of Absence - COVID-19
|
-
|
(82
|
)
|
100.0
|
%
|
|||||||
Transportation and Skilled Trades 1
|
9,087
|
8,454
|
7.5
|
%
|
||||||||
Healthcare and Other Professions
|
4,512
|
4,400
|
2.5
|
%
|
||||||||
Leave of Absence - COVID-19
|
-
|
(58
|
)
|
100.0
|
%
|
|||||||
Healthcare and Other Professions 1
|
4,512
|
4,342
|
3.9
|
%
|
||||||||
Total
|
13,599
|
12,936
|
5.1
|
%
|
||||||||
Total 1
|
13,599
|
12,796
|
6.3
|
%
|
||||||||
End of Period Population:
|
||||||||||||
Transportation and Skilled Trades
|
8,648
|
7,917
|
9.2
|
%
|
||||||||
Leave of Absence - COVID-19
|
-
|
(22
|
)
|
100.0
|
%
|
|||||||
Transportation and Skilled Trades 1
|
8,648
|
7,895
|
9.5
|
%
|
||||||||
Healthcare and Other Professions
|
4,411
|
4,402
|
0.2
|
%
|
||||||||
Leave of Absence - COVID-19
|
-
|
(80
|
)
|
100.0
|
%
|
|||||||
Healthcare and Other Professions 1
|
4,411
|
4,322
|
2.1
|
%
|
||||||||
Total
|
13,059
|
12,319
|
6.0
|
%
|
||||||||
Total 1
|
13,059
|
12,217
|
6.9
|
%
|
Year-Ended December 31,
|
||||||||||||
2021
|
2020
|
% Change
|
||||||||||
Revenue:
|
||||||||||||
Transportation and Skilled Trades
|
$
|
240,531
|
$
|
207,434
|
16.0
|
%
|
||||||
HOPS
|
94,805
|
85,661
|
10.7
|
%
|
||||||||
Total
|
$
|
335,336
|
$
|
293,095
|
14.4
|
%
|
||||||
Operating Income (Loss):
|
||||||||||||
Transportation and Skilled Trades
|
$
|
52,055
|
$
|
34,458
|
51.1
|
%
|
||||||
Healthcare and Other Professions
|
11,845
|
11,068
|
7.0
|
%
|
||||||||
Corporate
|
(14,639
|
)
|
(30,745
|
)
|
52.4
|
%
|
||||||
Total
|
$
|
49,261
|
$
|
14,781
|
233.3
|
%
|
||||||
Starts:
|
||||||||||||
Transportation and Skilled Trades
|
10,291
|
9,442
|
9.0
|
%
|
||||||||
Healthcare and Other Professions
|
5,111
|
4,879
|
4.8
|
%
|
||||||||
Total
|
15,402
|
14,321
|
7.5
|
%
|
||||||||
Average Population:
|
||||||||||||
Transportation and Skilled Trades
|
8,505
|
7,872
|
8.0
|
%
|
||||||||
Leave of Absence - COVID-19
|
(12
|
)
|
(219
|
)
|
94.5
|
%
|
||||||
Transportation and Skilled Trades 1
|
8,493
|
7,653
|
11.0
|
%
|
||||||||
Healthcare and Other Professions
|
4,439
|
4,232
|
4.9
|
%
|
||||||||
Leave of Absence - COVID-19
|
(33
|
)
|
(156
|
)
|
78.8
|
%
|
||||||
Healthcare and Other Professions 1
|
4,406
|
4,076
|
8.1
|
%
|
||||||||
Total
|
12,944
|
12,104
|
6.9
|
%
|
||||||||
Total 1
|
12,899
|
11,729
|
10.0
|
%
|
||||||||
End of Period Population:
|
||||||||||||
Transportation and Skilled Trades
|
8,648
|
7,917
|
9.2
|
%
|
||||||||
Leave of Absence - COVID-19
|
-
|
(22
|
)
|
100.0
|
%
|
|||||||
Transportation and Skilled Trades 1
|
8,648
|
7,895
|
9.5
|
%
|
||||||||
Healthcare and Other Professions
|
4,411
|
4,402
|
0.2
|
%
|
||||||||
Leave of Absence - COVID-19
|
-
|
(80
|
)
|
100.0
|
%
|
|||||||
Healthcare and Other Professions 1
|
4,411
|
4,322
|
2.1
|
%
|
||||||||
Total
|
13,059
|
12,319
|
6.0
|
%
|
||||||||
Total 1
|
13,059
|
12,217
|
6.9
|
%
|