UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
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): August 1, 2008
___________________
Lincoln
Educational Services Corporation
(Exact
Name of Registrant as Specified in Charter)
___________________
|
New
Jersey
(State
or other jurisdiction
of
incorporation)
|
000-51371
(Commission
File Number)
|
57-1150621
(I.R.S.
Employer
Identification
No.)
|
|
200
Executive Drive, Suite 340
West
Orange, New Jersey 07052
(Address
of principal executive offices)
|
07052
(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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|
Item
2.02
|
Results of Operations
and Financial Condition
|
On August
6, 2008, Lincoln Educational Services Corporation (the “Company”) issued a press
release announcing, among other things, its results of operations for the second
quarter and six months ended June 30, 2008. A copy of the press
release is furnished herewith as Exhibit 99.1 and attached
hereto. The information contained under this Item 2.02 in this
Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being
furnished and shall not be deemed to be “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section. Furthermore, the information contained
under this Item 2.02 in this Current Report on Form 8-K shall not be deemed to
be incorporated by reference into any registration statement or other document
filed pursuant to the Securities Act of 1933, as amended.
|
Item
5.02.
|
Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers
|
(d) On
August 5, 2008, the Company announced that on August 1, 2008, Charles F.
Kalmbach was appointed to its Board of Directors, effective
immediately. Mr. Kalmbach will serve on the Company’s Audit and
Compensation Committees. No
arrangement or understanding exists between Mr. Kalmbach and any other person
pursuant to which he was appointed as a director. There are no
transactions with respect to Mr. Kalmbach that would be required to be reported
under Item 404(a) of Regulation S-K. Mr. Kalmbach will participate in
the Company’s
2005 Non-Employee Directors Restricted Stock Plan (the “Restricted Stock Plan”),
which is filed as Exhibit 10.11 to the Company’s Registration Statement on Form
S-1 (Registration No. 333-123664). Under the Restricted Stock Plan,
Mr. Kalmbach will be eligible to receive awards of restricted stock as
compensation for his services as a director of the Company, initially in an
amount equal to $60,000, and annually, as of the date of each annual
meeting, in an amount equal to $40,000, provided that he continues to serve
as a director of the Company immediately after such meeting. Awards
of restricted stock under the Restricted Stock Plan vest ratably on the first,
second and third anniversary of the grant date; however, there is no vesting
period on the right to vote or the right to received dividends on these
shares. The description of director compensation for non-employee
directors contained in the Company’s Proxy Statement
filed with the Securities and Exchange Commission on March 31, 2008 is
incorporated herein by reference. A copy of the press
release announcing Mr. Kalmbach’s appointment is attached to this report as
Exhibit 99.2 and is incorporated herein by reference.
|
Item
9.01.
|
Financial Statements
and Exhibits
|
|
(c)
|
Exhibits
|
|
|
99.1
|
Press
release of Lincoln Educational Services Corporation dated August 6,
2008.
|
|
|
99.2
|
Press
release of Lincoln Educational Services Corporation dated August 5,
2008.
|
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: August
6, 2008
|
By: | /s/ Cesar Ribeiro | ||
| Name: | Cesar Ribeiro | |||
| Title: | Senior Vice President, Chief Financial | |||
| Officer and Treasurer | ||||
Exhibit 99.1
Lincoln
Educational Services Corporation Reports
Second
Quarter Results
West Orange, New Jersey,
August 6, 2008 – Lincoln Educational Services Corporation (Nasdaq: LINC)
(“Lincoln”) reported second quarter 2008 results.
Highlights:
|
|
·
|
Record
revenue of $85.1 million for the second quarter of 2008, an increase of
13.8% from $74.7 million for the second quarter of
2007.
|
|
|
·
|
Diluted
EPS from continuing operations increased to $0.05 for the second quarter
of 2008 from $0.03 for the second quarter of 2007, representing an
increase of 66.7%.
|
|
|
·
|
Student
starts increased by 20.9% over the second quarter of
2007. Student population at June 30, 2008 increased 14.7% to
18,597 from 16,211 at June 30,
2007.
|
|
|
·
|
The
Company is raising its previously issued guidance. The Company
now expects revenue for 2008 to be in the range of $360 to $370 million,
or an increase of approximately 10% to 13% over 2007, diluted earnings per
share of $0.66 to $0.70, or an increase of approximately 25% to 32%, on an
increase in starts of 8% to 9% over
2007.
|
Comment
and Outlook
“We are
very pleased with our financial performance for the quarter,” said David Carney,
Lincoln’s Chairman & CEO. “We achieved record revenue and
improved margins while supporting a significant growth in starts across all of
our verticals. Our early high school starts - principally in
automotive programs - helped drive second quarter starts to these levels and we
feel confident that we will have a very successful high school recruiting
season. We entered the second half of 2008 with approximately 2,350
more students enrolled than we had at the same time last year, and we expect to
maintain that momentum throughout the balance of the year.”
Mr.
Carney added, “We are pleased that the Higher Education Act HR 4137, which was
passed by Congress on July 31st and
awaits the President’s signature, contains several important changes in the
bill, including the modification of the 90-10 rule, which will greatly benefit
for-profit institutions, including Lincoln. The new rule allows
for-profit institutions to count the additional $2,000 of unsubsidized loans,
which was approved in Bill HR 5715, as well as institutional loans as cash in
the computation of the ratios. This provision greatly reduces the
risk of a violation of the 90-10 rule and allows for-profits to avail themselves
to the full amount of financial aid available to students.”
Mr.
Carney concluded, “We feel we are in an excellent position to meet the
educational needs of our students through the diversified offerings under the
Lincoln umbrella. We will continue to roll-out new programs across
all of our verticals, from diploma to associates and bachelors degrees, both
on-ground and on-line, to ensure that students have access to continual learning
opportunities throughout their
Continued
.. . .
Page
2 of 7
working
careers. Looking ahead, we will continue to replicate new programs,
such as Licensed Practical Nursing across more campuses and we will carefully
assess new campuses where we can leverage our existing market position to drive
enrollments across our verticals. We will continue to seek out
opportunities to accelerate our on-line growth, increase the percentage of
students attending degree programs and expand geographically through strategic
acquisitions.”
Second
Quarter 2008 Operating Performance
Revenues
increased to $85.1 million for the quarter ended June 30, 2008 from $74.7
million for the quarter ended June 30, 2007. The increase in revenue for
the quarter was attributable to a 12.3% increase in average student population
coupled with tuition increases.
Operating
income for the quarter ended June 30, 2008 was $2.7 million, representing an
improvement from operating income of $2.0 million for the second quarter of
2007. The improvement in operating income was due to the increase in
our average student population, which enabled us to leverage our educational
services and facilities expenses during the period. The additional revenue from
these students contributed to the increase in operating margins.
Educational
services and facilities expenses for the quarter ended June 30, 2008 were $35.9
million as compared to $33.3 million for the quarter ended June 30,
2007. The increase in educational services and facilities expenses was due
to increased instructional and books and tools expenses, resulting from the
overall increase in average population during the period as well as the 20.9%
increase in student starts during the second quarter of 2008 as compared to the
second quarter of 2007. The second quarter of 2008 began with
approximately 1,700 more students than on April 1, 2007. The remainder of the
increase in educational services and facilities expenses was due to facilities
expenses which increased over the second quarter of 2007 primarily due to
increased depreciation expense resulting from higher levels of capital
expenditures over the past 18 months than in prior years. As a
percentage of revenues, educational services and facilities expenses for the
second quarter of 2008 decreased to 42.2% from 44.6% for the second quarter of
2007.
Selling,
general and administrative expenses for the quarter ended June 30, 2008 were
$46.4 million as compared to $39.5 million for the quarter ended June 30,
2007. The increase in selling, general and administrative expenses during
the period was primarily due to a $0.6 million increase in student services, a
$1.3 million increase in sales and marketing expenses and a $5.1 million
increase in administrative expenses for the quarter ended June 30, 2008 over the
quarter ended June 30, 2007. The increase in student services was
primarily due to increases in compensation and benefit expenses attributed to
increased financial aid and career services personnel as a result of larger
student populations during the second quarter of 2008 as compared to the second
quarter of 2007. In addition, we began a pilot program to
centralize the back office administration of the financial aid department in an
effort to improve the effectiveness of the financial aid
processing. The increase in sales and marketing expense was due to
annual compensation increases to sales representatives as well increased
investments in marketing to continue to grow the population. The
increase in administrative expenses during the second quarter of 2008 as
compared to the second quarter of 2007 was primarily due to: (a) a $3.1 million
increase in compensation and benefits, resulting from annual compensation
increases, including projected increases in employee bonuses and
increased cost of benefits provided to employees; (b) a $1.4 million
increase in bad debt expense; and (c) $0.2 million refunded to the U.S.
Department of Education resulting from a program review at Southwestern
College. As a percentage of
revenues, selling, general and administrative expenses for the second quarter of
2008 increased to 54.6% from 52.8% for the second quarter of 2007.
Page
3 of 7
For the
quarter ended June 30, 2008, bad debt expense as a percentage of revenue was
6.5% as compared to 5.6% for the same quarter in 2007. This increase
was primarily attributable to higher accounts receivable due to a 13.8% increase
in revenues during the second quarter of 2008. The number of days
sales outstanding at June 30, 2008 increased to 26.4 days compared to 25.0
days at June 30, 2007. The increase in days sales outstanding is
directly attributable to the decision to internally finance the gap in student
tuition for which students cannot obtain third-party financing. Loan
commitments to students, net of interest due on the loans through maturity were
$13.7 million at June 30, 2008 as compared to $11.3 million at March 31,
2008.
Income
from continuing operations for the quarter ended June 30, 2008 was $1.2 million,
or $0.05 per diluted share, compared to income from continuing operations of
$0.8 million, or $0.03 per diluted share for the second quarter of
2007.
Balance
Sheet
At June
30, 2008, the Company had $8.9 million in cash and cash equivalents, compared to
$3.5 million at December 31, 2007. Borrowings under our credit
facility were $21.0 million at June 30, 2008 as compared to $5.0 million at
December 31, 2007 and $21.5 million at June 30, 2007.
On April
1, 2008, the Company’s Board of Directors approved the repurchase of up to
1,000,000 shares of our common stock. During the three months ended
June 30, 2008, the Company repurchased 600,000 shares of our common stock at an
average price of $10.63 per share for approximately $6.4 million.
At June
30, 2008, stockholders’ equity was $159.1 million, compared to $162.5 million at
December 31, 2007, with the change resulting from net income for the period
offset by the purchase of 600,000 shares of our common stock during the second
quarter of 2008.
Page
4 of 7
Student
Metrics
|
Three
Months Ended
|
||||||||||||
|
June
30
|
||||||||||||
|
2008
|
2007
|
Growth
|
||||||||||
|
Student
starts
|
5,782 | 4,783 | 20.9 | % | ||||||||
|
Average
population
|
18,540 | 16,509 | 12.3 | % | ||||||||
|
End
of period population
|
18,597 | 16,211 | 14.7 | % | ||||||||
Third
Quarter 2008 Guidance –
For the
third quarter of 2008, we expect revenue of $94.5 million to $96.5 million,
diluted earnings per share of approximately $0.19 to $0.21 and an increase in
student starts of 5% to 7% over the third quarter of 2007.
Conference
Call Today
Lincoln
will host a conference call today at 10:00 a.m. Eastern Standard
Time. The conference call can be accessed by going to the IR portion
of our website at www.lincolneducationalservices.com. Participants
can also listen to the conference call by dialing 866-831-6243 (domestic) or
617-213-8855 (international) and citing code 53973252. Please log-in or dial-in
at least 10 minutes prior to the start time to ensure a connection. An archived
version of the webcast will be accessible for 90 days at http://www.lincolneducationalservices.com.
A replay of the call will also be available for seven days by calling
888-286-8010 (domestic) or 617-801-6888 (international) and citing code
40987485.
About
Lincoln Educational Services Corporation
Lincoln
Educational Services Corporation is a leading and diversified for-profit
provider of career-oriented post-secondary education. Lincoln offers
recent high school graduates and working adults degree and diploma programs in
five 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 35 campuses in 17 states under five
brands: Lincoln Technical Institute, Lincoln College of Technology, Nashville
Auto-Diesel College, Southwestern College and Euphoria Institute of Beauty Arts
and Sciences. Lincoln had a combined average enrollment of
approximately 18,540 students for the quarter ended June 30, 2008.
Statements
in this press release regarding Lincoln's business which are not historical
facts may be "forward-looking statements" that involve risks and uncertainties.
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 Form 10-K for the year ended December 31, 2007. 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.
(Please see financial attachments.)
Page
5 of 7
Contacts:
|
Investors:
|
Press
or Media:
|
|
Chris
Plunkett/Brad Edwards
|
Jennifer
Gery
|
|
Brainerd
Communicators, Inc.
|
Brainerd
Communicators, Inc.
|
|
212-986-6667
|
212-986-6667
|
Page
6 of 7
LINCOLN EDUCATIONAL SERVICES CORPORATION AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(In
thousands, except per share amounts)
|
Three
Months Ended June 30,
(Unaudited)
|
Six
Months Ended June 30,
(Unaudited)
|
|||||||||||||||
|
2008
|
2007
|
2008
|
2007
|
|||||||||||||
|
REVENUES
|
$ | 85,056 | $ | 74,744 | $ | 169,103 | $ | 150,914 | ||||||||
|
COSTS
AND EXPENSES:
|
||||||||||||||||
|
Educational
services and facilities
|
35,927 | 33,337 | 72,555 | 67,487 | ||||||||||||
|
Selling,
general and administrative
|
46,440 | 39,456 | 92,573 | 82,641 | ||||||||||||
|
Loss
(gain)on disposal of assets
|
3 | (15 | ) | 40 | (15 | ) | ||||||||||
|
Total
costs and expenses
|
82,370 | 72,778 | 165,168 | 150,113 | ||||||||||||
|
OPERATING
INCOME
|
2,686 | 1,966 | 3,935 | 801 | ||||||||||||
|
OTHER:
|
||||||||||||||||
|
Interest
income
|
18 | 35 | 63 | 83 | ||||||||||||
|
Interest
expense
|
(582 | ) | (670 | ) | (1,086 | ) | (1,154 | ) | ||||||||
|
INCOME
(LOSS) FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES |
2,122 | 1,331 | 2,912 | (270 | ) | |||||||||||
|
PROVISION
(BENEFIT) FOR INCOME TAXES
|
881 | 563 | 1,187 | (108 | ) | |||||||||||
|
INCOME
(LOSS) FROM CONTINUING OPERATIONS
|
1,241 | 768 | 1,725 | (162 | ) | |||||||||||
|
Loss
from discontinued operations, net of income tax
|
- | (2,468 | ) | - | (3,156 | ) | ||||||||||
|
NET
INCOME (LOSS)
|
$ | 1,241 | $ | (1,700 | ) | $ | 1,725 | $ | (3,318 | ) | ||||||
|
Earnings
per share - Basic -
|
||||||||||||||||
|
Earnings
(loss) per share from continuing operations
|
$ | 0.05 | $ | 0.03 | $ | 0.07 | $ | (0.01 | ) | |||||||
|
Loss
per share from discontinued operations
|
- | (0.10 | ) | - | (0.12 | ) | ||||||||||
|
Net
income (loss) per share
|
$ | 0.05 | $ | (0.07 | ) | $ | 0.07 | $ | (0.13 | ) | ||||||
|
Earnings
per share – Diluted -
|
||||||||||||||||
|
Earnings
(loss) per share from continuing operations
|
$ | 0.05 | $ | 0.03 | $ | 0.07 | $ | (0.01 | ) | |||||||
|
Loss
per share from discontinued operations
|
- | (0.10 | ) | - | (0.12 | ) | ||||||||||
|
Net
income (loss) per share
|
$ | 0.05 | $ | (0.07 | ) | $ | 0.07 | $ | (0.13 | ) | ||||||
|
Weighted
average number of common shares outstanding:
|
||||||||||||||||
|
Basic
|
25,341 | 25,483 | 25,500 | 25,471 | ||||||||||||
|
Diluted
|
26,059 | 25,483 | 26,154 | 25,471 | ||||||||||||
|
Other
data:
|
||||||||||||||||
|
EBITDA
(1)
|
$ | 7,252 | $ | 5,664 | $ | 12,871 | $ | 8,090 | ||||||||
|
Depreciation
and amortization from continuing operations
|
4,566 | 3,698 | 8,936 | 7,289 | ||||||||||||
|
Cash
flows provided by (used in) operating activities
|
810 | (1,203 | ) | 8,357 | (10,295 | ) | ||||||||||
|
Capital
expenditures
|
5,120 | 6,351 | 12,560 | 11,543 | ||||||||||||
|
Number
of campuses
|
35 | 34 | 35 | 34 | ||||||||||||
|
Average
enrollment
|
18,540 | 16,509 | 18,499 | 16,697 | ||||||||||||
|
Stock
based compensation
|
613 | 477 | 1,171 | 888 | ||||||||||||
Page
7 of 7
|
Selected
Consolidated Balance Sheet Data:
|
June
30,
|
|||
|
(In
thousands)
|
2008
|
|||
|
Cash
and cash equivalents
|
$ | 8,891 | ||
|
Current
assets
|
42,958 | |||
|
Working
capital/(deficit)
|
(9,270 | ) | ||
|
Total
assets
|
249,248 | |||
|
Current
liabilities
|
52,228 | |||
|
Long-term
debt and lease
|
||||
|
obligations,
including current portion
|
31,273 | |||
|
Total
stockholders’ equity
|
$ | 159,060 | ||
(1)
Reconciliation of Non-GAAP Financial Measures
EBITDA is
a measurement not recognized in financial statements presented in accordance
with accounting principles generally accepted in the United States of America
(“GAAP”). We define EBITDA as income from continuing operations
before interest expense (net of interest income), provision for income taxes and
depreciation and amortization. EBITDA is presented because we believe
it is a useful indicator of our performance and our ability to make strategic
acquisitions and meet capital expenditure and debt service
requirements. It is not, however, intended to represent cash flows
from operations as defined by GAAP and should not be used as an alternative to
net income (loss) as an indicator of operating performance or to cash flow as a
measure of liquidity. EBITDA is not necessarily comparable to
similarly titled measures used by other companies. Following is a
reconciliation of income from continuing operations to EBITDA:
|
Three
Months Ended June 30,
(Unaudited)
|
Six Months
Ended June 30,
(Unaudited)
|
|||||||||||||||
|
2008
|
2007
|
2008
|
2007
|
|||||||||||||
|
Income
(loss) from continuing operations
|
$ | 1,241 | $ | 768 | $ | 1,725 | $ | (162 | ) | |||||||
|
Interest
expense, net
|
564 | 635 | 1,023 | 1,071 | ||||||||||||
|
Provision
(benefit) for income taxes
|
881 | 563 | 1,187 | (108 | ) | |||||||||||
|
Depreciation
and amortization
|
4,566 | 3,698 | 8,936 | 7,289 | ||||||||||||
|
EBITDA
|
$ | 7,252 | $ | 5,664 | $ | 12,871 | $ | 8,090 | ||||||||
Exhibit
99.2
FOR IMMEDIATE
RELEASE
Lincoln
Educational Services Corporation Announces Addition to
Board
of Directors
WEST
ORANGE, N.J., August 5, 2008 - Lincoln Educational Services Corporation (Nasdaq:
LINC) (“Lincoln”) today announced that on August 1, 2008, Charles F. Kalmbach
was appointed to its Board of Directors, effective immediately. The addition of
Mr. Kalmbach increases the size of Lincoln’s Board to nine
members. Mr. Kalmbach will serve on Lincoln’s Audit and Compensation
Committees.
“Charles
brings us a valuable combination of financial, operational and educational
knowledge to our already strong Board of Directors,” stated David Carney,
Chairman and CEO of Lincoln Educational Services. “We look forward to
leveraging his extensive background as we continue to execute upon our growth
plan.”
Mr.
Kalmbach brings over 30 years of experience in a variety of industries including
financial, professional and business services, healthcare and non-profit
organizations. Since retiring as a Global Managing Partner of
Accenture, Ltd., he has served as the CEO of DBM, Inc., the global human capital
management firm, and as Princeton University’s Chief Administrative
Officer. He currently serves as the Vice Chairman of the Board of the
University Medical System at Princeton and Chair of the Audit Committee of the
Board of Resources for the Future in Washington, D.C.; and previously as a
member of the Board of Midwest Airlines. Mr. Kalmbach earned his
B.S., MA and PhD degrees from Princeton University and a J.D. in corporate and
international law from the University of Pennsylvania.
About Lincoln Educational
Services Corporation
Lincoln
Educational Services Corporation is a leading and diversified for-profit
provider of career-oriented post-secondary education. Lincoln offers recent high
school graduates and working adults degree and diploma programs in five 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 35 campuses in 17 states under five brands: Lincoln Technical
Institute, Lincoln College of Technology, Nashville Auto-Diesel College,
Southwestern College and Euphoria Institute of Beauty Arts and Sciences. Lincoln
had a combined average student population of approximately 18,459 for the
quarter ended March 31, 2008.
Statements
in this press release regarding Lincoln's business which are not historical
facts may be “forward-looking statements” that involve risks and uncertainties.
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 Form 10-K for the year ended December 31, 2007. 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.
Contact:
Brad
Edwards
Brainerd
Communicators
212-986-6667