☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
New Jersey
|
57-1150621
|
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
|
200 Executive Drive, Suite 340
|
||
West Orange, NJ
|
07052
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Large accelerated filer
☐
|
Accelerated filer
☐
|
|
|
|
|
Non-accelerated filer ☐
(Do not check if a smaller reporting company)
|
Smaller reporting company ☒
|
|
|
|
|
Emerging growth company
☐
|
|
PART I.
|
FINANCIAL INFORMATION
|
|
Item 1.
|
1
|
|
1
|
||
3
|
||
4
|
||
5
|
||
6
|
||
8
|
||
Item 2.
|
20
|
|
Item 3.
|
35
|
|
Item 4.
|
35
|
|
PART II.
|
35
|
|
Item 1.
|
35
|
|
Item 5.
|
36 | |
Item 6.
|
38
|
|
39
|
September 30,
2017
|
December 31,
2016
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
7,277
|
$
|
21,064
|
||||
Restricted cash
|
7,189
|
6,399
|
||||||
Accounts receivable, less allowance of $13,034 and $12,375 at September 30, 2017 and December 31, 2016, respectively
|
18,503
|
15,383
|
||||||
Inventories
|
1,787
|
1,687
|
||||||
Prepaid income taxes and income taxes receivable
|
195
|
262
|
||||||
Assets held for sale
|
3,021
|
16,847
|
||||||
Prepaid expenses and other current assets
|
2,187
|
2,894
|
||||||
Total current assets
|
40,159
|
64,536
|
||||||
PROPERTY, EQUIPMENT AND FACILITIES - At cost, net of accumulated depreciation and amortization of $162,189 and $157,152 at September 30, 2017 and December 31, 2016, respectively
|
54,083
|
55,445
|
||||||
OTHER ASSETS:
|
||||||||
Noncurrent restricted cash
|
-
|
20,252
|
||||||
Noncurrent receivables, less allowance of $1,304 and $977 at September 30, 2017 and December 31, 2016, respectively
|
7,827
|
7,323
|
||||||
Goodwill
|
14,536
|
14,536
|
||||||
Other assets, net
|
954
|
1,115
|
||||||
Total other assets
|
23,317
|
43,226
|
||||||
TOTAL
|
$
|
117,559
|
$
|
163,207
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
2017
|
2016
|
2017
|
2016
|
|||||||||||||
REVENUE
|
$
|
67,308
|
$
|
74,267
|
$
|
194,452
|
$
|
212,991
|
||||||||
COSTS AND EXPENSES:
|
||||||||||||||||
Educational services and facilities
|
34,070
|
37,543
|
99,183
|
110,234
|
||||||||||||
Selling, general and administrative
|
35,499
|
37,402
|
109,378
|
113,307
|
||||||||||||
Gain on sale of assets
|
(1,530
|
)
|
(7
|
)
|
(1,619
|
)
|
(402
|
)
|
||||||||
Total costs & expenses
|
68,039
|
74,938
|
206,942
|
223,139
|
||||||||||||
OPERATING LOSS
|
(731
|
)
|
(671
|
)
|
(12,490
|
)
|
(10,148
|
)
|
||||||||
OTHER:
|
||||||||||||||||
Interest income
|
7
|
69
|
47
|
141
|
||||||||||||
Interest expense
|
(716
|
)
|
(1,497
|
)
|
(6,597
|
)
|
(4,629
|
)
|
||||||||
Other income
|
-
|
1,678
|
-
|
5,109
|
||||||||||||
LOSS BEFORE INCOME TAXES
|
(1,440
|
)
|
(421
|
)
|
(19,040
|
)
|
(9,527
|
)
|
||||||||
PROVISION FOR INCOME TAXES
|
50
|
50
|
150
|
150
|
||||||||||||
NET LOSS
|
$
|
(1,490
|
)
|
$
|
(471
|
)
|
$
|
(19,190
|
)
|
$
|
(9,677
|
)
|
||||
Basic
|
||||||||||||||||
Net loss per share
|
$
|
(0.06
|
)
|
$
|
(0.02
|
)
|
$
|
(0.80
|
)
|
$
|
(0.41
|
)
|
||||
Diluted
|
||||||||||||||||
Net loss per share
|
$
|
(0.06
|
)
|
$
|
(0.02
|
)
|
$
|
(0.80
|
)
|
$
|
(0.41
|
)
|
||||
Weighted average number of common shares outstanding:
|
||||||||||||||||
Basic
|
24,024
|
23,499
|
23,866
|
23,433
|
||||||||||||
Diluted
|
24,024
|
23,499
|
23,866
|
23,433
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
2017
|
2016
|
2017
|
2016
|
|||||||||||||
Net loss
|
$
|
(1,490
|
)
|
$
|
(471
|
)
|
$
|
(19,190
|
)
|
$
|
(9,677
|
)
|
||||
Other comprehensive income
|
||||||||||||||||
Employee pension plan adjustments
|
440
|
222
|
881
|
666
|
||||||||||||
Comprehensive loss
|
$
|
(1,050
|
)
|
$
|
(249
|
)
|
$
|
(18,309
|
)
|
$
|
(9,011
|
)
|
Common Stock
|
Additional
Paid-in
|
Treasury
|
Retained
Earnings
(Accumulated
|
Accumulated
Other
Comprehensive
|
||||||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stock
|
Deficit)
|
Loss
|
Total
|
||||||||||||||||||||||
BALANCE - January 1, 2017
|
30,685,017
|
$
|
141,377
|
$
|
28,554
|
$
|
(82,860
|
)
|
$
|
(26,044
|
)
|
$
|
(6,101
|
)
|
$
|
54,926
|
||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
(19,190
|
)
|
-
|
(19,190
|
)
|
|||||||||||||||||||
Employee pension plan adjustments
|
-
|
-
|
-
|
-
|
-
|
881
|
881
|
|||||||||||||||||||||
Stock-based compensation expense
|
||||||||||||||||||||||||||||
Restricted stock
|
128,810
|
-
|
948
|
-
|
-
|
-
|
948
|
|||||||||||||||||||||
Net share settlement for equity-based compensation
|
(184,231
|
)
|
-
|
(429
|
)
|
-
|
-
|
-
|
(429
|
)
|
||||||||||||||||||
BALANCE - September 30, 2017
|
30,629,596
|
$
|
141,377
|
$
|
29,073
|
$
|
(82,860
|
)
|
$
|
(45,234
|
)
|
$
|
(5,220
|
)
|
$
|
37,136
|
Common Stock
|
Additional
Paid-in
|
Treasury
|
Retained
Earnings
(Accumulated
|
Accumulated
Other
Comprehensive
|
||||||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stock
|
Deficit)
|
Loss
|
Total
|
||||||||||||||||||||||
BALANCE - January 1, 2016
|
29,727,555
|
$
|
141,377
|
$
|
27,292
|
$
|
(82,860
|
)
|
$
|
2,260
|
$
|
(7,072
|
)
|
$
|
80,997
|
|||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
(9,677
|
)
|
-
|
(9,677
|
)
|
|||||||||||||||||||
Employee pension plan adjustments
|
-
|
-
|
-
|
-
|
-
|
666
|
666
|
|||||||||||||||||||||
Stock-based compensation expense
|
||||||||||||||||||||||||||||
Restricted stock
|
1,079,267
|
-
|
1,086
|
-
|
-
|
-
|
1,086
|
|||||||||||||||||||||
Net share settlement for equity-based compensation
|
(38,389
|
)
|
-
|
(107
|
)
|
-
|
-
|
-
|
(107
|
)
|
||||||||||||||||||
BALANCE - September 30, 2016
|
30,768,433
|
$
|
141,377
|
$
|
28,271
|
$
|
(82,860
|
)
|
$
|
(7,417
|
)
|
$
|
(6,406
|
)
|
$
|
72,965
|
Nine Months Ended
September 30,
|
||||||||
2017
|
2016
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(19,190
|
)
|
$
|
(9,677
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation and amortization
|
6,438
|
8,590
|
||||||
Amortization of deferred finance charges
|
503
|
704
|
||||||
Write-off of deferred finance charges
|
2,161
|
-
|
||||||
Gain on disposition of assets
|
(1,619
|
)
|
(402
|
)
|
||||
Gain on capital lease termination
|
-
|
(5,032
|
)
|
|||||
Fixed asset donation
|
(18
|
)
|
(123
|
)
|
||||
Provision for doubtful accounts
|
10,393
|
10,116
|
||||||
Stock-based compensation expense
|
948
|
1,086
|
||||||
Deferred rent
|
(981
|
)
|
(358
|
)
|
||||
(Increase) decrease in assets:
|
||||||||
Accounts receivable
|
(14,017
|
)
|
(17,430
|
)
|
||||
Inventories
|
(100
|
)
|
24
|
|||||
Prepaid income taxes and income taxes receivable
|
67
|
75
|
||||||
Prepaid expenses and current assets
|
699
|
763
|
||||||
Other assets, net
|
(1,173
|
)
|
(1,401
|
)
|
||||
Increase (decrease) in liabilities:
|
||||||||
Accounts payable
|
(3,283
|
)
|
3,843
|
|||||
Accrued expenses
|
(762
|
)
|
1,611
|
|||||
Unearned tuition
|
1,422
|
(1,966
|
)
|
|||||
Other liabilities
|
1,905
|
64
|
||||||
Total adjustments
|
2,583
|
164
|
||||||
Net cash used in operating activities
|
(16,607
|
)
|
(9,513
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Capital expenditures
|
(3,765
|
)
|
(2,155
|
)
|
||||
Restricted cash
|
(790
|
)
|
1,080
|
|||||
Proceeds from sale of property and equipment
|
15,452
|
432
|
||||||
Net cash provided by (used in) investing activities
|
10,897
|
(643
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Payments on borrowings
|
(64,766
|
)
|
(386
|
)
|
||||
Proceeds from borrowings
|
38,000
|
-
|
||||||
Reclassifications of payments of borrowings from restricted cash
|
20,252
|
-
|
||||||
Proceeds of borrowings from restricted cash
|
(5,000
|
)
|
(5,022
|
)
|
||||
Payments of borrowings from restricted cash
|
5,000
|
-
|
||||||
Payment of deferred finance fees
|
(1,134
|
)
|
(645
|
)
|
||||
Net share settlement for equity-based compensation
|
(429
|
)
|
(107
|
)
|
||||
Principal payments under capital lease obligations
|
-
|
(2,864
|
)
|
|||||
Net cash used in financing activities
|
(8,077
|
)
|
(9,024
|
)
|
||||
NET DECREASE IN CASH AND CASH EQUIVALENTS
|
(13,787
|
)
|
(19,180
|
)
|
||||
CASH AND CASH EQUIVALENTS—Beginning of period
|
21,064
|
38,420
|
||||||
CASH AND CASH EQUIVALENTS—End of period
|
$
|
7,277
|
$
|
19,240
|
Nine Months Ended
September 30,
|
||||||||
2017
|
2016
|
|||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
||||||||
Cash paid for:
|
||||||||
Interest
|
$
|
2,449
|
$
|
4,020
|
||||
Income taxes
|
$
|
121
|
$
|
122
|
||||
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||
Liabilities accrued for or noncash purchases of fixed assets
|
$
|
1,447
|
$
|
2,033
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
2.
|
WEIGHTED AVERAGE COMMON SHARES
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
2017
|
2016
|
2017
|
2016
|
|||||||||||||
Basic shares outstanding
|
24,023,540
|
23,498,904
|
23,866,485
|
23,433,015
|
||||||||||||
Dilutive effect of stock options
|
-
|
-
|
-
|
-
|
||||||||||||
Diluted shares outstanding
|
24,023,540
|
23,498,904
|
23,866,485
|
23,433,015
|
3.
|
GOODWILL AND LONG-LIVED ASSETS
|
Gross
Goodwill
Balance
|
Accumulated
Impairment
Losses
|
Net
Goodwill
Balance
|
||||||||||
Balance as of January 1, 2017
|
$
|
117,176
|
$
|
(102,640
|
)
|
$
|
14,536
|
|||||
Adjustments
|
-
|
-
|
-
|
|||||||||
Balance as of September 30, 2017
|
$
|
117,176
|
$
|
(102,640
|
)
|
$
|
14,536
|
Gross
Goodwill
Balance
|
Accumulated
Impairment
Losses
|
Net
Goodwill
Balance
|
||||||||||
Balance as of January 1, 2016
|
$
|
117,176
|
$
|
(93,881
|
)
|
$
|
23,295
|
|||||
Adjustments
|
-
|
-
|
-
|
|||||||||
Balance as of September 30, 2016
|
$
|
117,176
|
$
|
(93,881
|
)
|
$
|
23,295
|
Curriculum
|
||||
Gross carrying amount at December 31, 2016
|
$
|
160
|
||
Adjustments
|
-
|
|||
Gross carrying amount at September 30, 2017
|
160
|
|||
Accumulated amortization at December 31, 2016
|
128
|
|||
Amortization
|
11
|
|||
Accumulated amortization at September 30, 2017
|
139
|
|||
Net carrying amount at September 30, 2017
|
$
|
21
|
||
Weighted average amortization period (years)
|
10
|
Year Ending December 31,
|
||||
Remainder of 2017
|
$
|
4
|
||
2018
|
17
|
|||
$
|
21
|
September 30,
2017
|
December 31,
2016
|
|||||||
Credit agreement (a)
|
$
|
17,500
|
$
|
-
|
||||
Term loan (a)
|
-
|
44,267
|
||||||
Deferred Financing Fees
|
(779
|
) |
(2,310
|
) | ||||
16,721
|
41,957
|
|||||||
Less current maturities
|
-
|
(11,713
|
)
|
|||||
$
|
16,721
|
$
|
30,244
|
Year ending December 31,
|
||||
2017
|
$
|
-
|
||
2018
|
-
|
|||
2019
|
-
|
|||
2020
|
17,500
|
|||
$
|
17,500
|
5.
|
STOCKHOLDERS’ EQUITY
|
Shares
|
Weighted
Average Grant
Date Fair Value
Per Share
|
|||||||
Nonvested restricted stock outstanding at December 31, 2016
|
1,143,599
|
$
|
1.89
|
|||||
Granted
|
181,208
|
2.58
|
||||||
Canceled
|
(52,398
|
)
|
5.63
|
|||||
Vested
|
(650,130
|
)
|
1.74
|
|||||
Nonvested restricted stock outstanding at September 30, 2017
|
622,279
|
1.92
|
Shares
|
Weighted
Average
Exercise Price
Per Share
|
Weighted
Average
Remaining
Contractual
Term
|
Aggregate
Intrinsic Value
(in thousands)
|
||||||||||
Outstanding at December 31, 2016
|
218,167
|
$
|
12.11
|
3.33 years
|
$
|
-
|
|||||||
Canceled
|
(47,500
|
)
|
12.37
|
-
|
|||||||||
Outstanding at September 30, 2017
|
170,667
|
12.04
|
3.24 years
|
-
|
|||||||||
Vested or expected to vest
|
170,667
|
12.04
|
3.24 years
|
-
|
|||||||||
Exercisable as of September 30, 2017
|
170,667
|
12.04
|
3.24 years
|
-
|
At September 30, 2017
|
||||||||||||||||||||||
Stock Options Outstanding
|
Stock Options Exercisable
|
|||||||||||||||||||||
Range of Exercise Prices
|
Shares
|
Contractual
Weighted
Average Life
(years)
|
Weighted
Average Price
|
Shares
|
Weighted
Average Exercise
Price
|
|||||||||||||||||
$
|
4.00-$13.99
|
122,667
|
3.50
|
$
|
8.77
|
122,667
|
$
|
8.77
|
||||||||||||||
$
|
14.00-$19.99
|
17,000
|
2.09
|
19.98
|
17,000
|
19.98
|
||||||||||||||||
$
|
20.00-$25.00
|
31,000
|
2.85
|
20.62
|
31,000
|
20.62
|
||||||||||||||||
170,667
|
3.24
|
12.04
|
170,667
|
12.04
|
6.
|
INCOME TAXES
|
7.
|
CONTINGENCIES
|
8.
|
SEGMENTS
|
For the Three Months Ended September 30,
|
||||||||||||||||||||||||
Revenue
|
Operating Income (Loss)
|
|||||||||||||||||||||||
2017
|
% of
Total
|
2016
|
% of
Total
|
2017
|
2016
|
|||||||||||||||||||
Transportation and Skilled Trades
|
$
|
47,694
|
70.9
|
%
|
$
|
47,939
|
64.5
|
%
|
$
|
6,061
|
$
|
6,120
|
||||||||||||
Healthcare and Other Professions
|
18,428
|
27.4
|
%
|
18,559
|
25.0
|
%
|
(574
|
)
|
(41
|
)
|
||||||||||||||
Transitional
|
1,186
|
1.8
|
%
|
7,769
|
10.5
|
%
|
(2,495
|
)
|
(2,029
|
)
|
||||||||||||||
Corporate
|
-
|
0.0
|
%
|
-
|
0.0
|
%
|
(3,723
|
)
|
(4,721
|
)
|
||||||||||||||
Total
|
$
|
67,308
|
100.0
|
%
|
$
|
74,267
|
100.0
|
%
|
$
|
(731
|
)
|
$
|
(671
|
)
|
For the Nine Months Ended September 30,
|
||||||||||||||||||||||||
Revenue
|
Operating Income (Loss)
|
|||||||||||||||||||||||
2017
|
% of
Total
|
2016
|
% of
Total
|
2017
|
2016
|
|||||||||||||||||||
Transportation and Skilled Trades
|
$
|
131,169
|
67.5
|
%
|
$
|
131,243
|
61.6
|
%
|
$
|
8,960
|
$
|
11,916
|
||||||||||||
Healthcare and Other Professions
|
55,199
|
28.4
|
%
|
57,030
|
26.8
|
%
|
(1,047
|
)
|
2,634
|
|||||||||||||||
Transitional
|
8,084
|
4.2
|
%
|
24,718
|
11.6
|
%
|
(3,900
|
)
|
(7,132
|
)
|
||||||||||||||
Corporate
|
-
|
0.0
|
%
|
-
|
0.0
|
%
|
(16,503
|
)
|
(17,566
|
)
|
||||||||||||||
Total
|
$
|
194,452
|
100.0
|
%
|
$
|
212,991
|
100.0
|
%
|
$
|
(12,490
|
)
|
$
|
(10,148
|
)
|
Total Assets
|
||||||||
September 30, 2017
|
December 31, 2016
|
|||||||
Transportation and Skilled Trades
|
$
|
83,272
|
$
|
83,320
|
||||
Healthcare and Other Professions
|
10,005
|
7,506
|
||||||
Transitional
|
4,219
|
18,874
|
||||||
Corporate
|
20,063
|
53,507
|
||||||
Total
|
$
|
117,559
|
$
|
163,207
|
9.
|
FAIR VALUE
|
At September 30, 2017
|
||||||||||||||||||||
Carrying
|
Quoted Prices in
Active Markets
for Identical
Assets
|
Significant Other
Observable Inputs
|
Significant
Unobservable
Inputs
|
|||||||||||||||||
Amount
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
Total
|
||||||||||||||||
Financial Assets:
|
||||||||||||||||||||
Cash and cash equivalents
|
$
|
7,277
|
$
|
7,277
|
$
|
-
|
$
|
-
|
$
|
7,277
|
||||||||||
Restricted cash
|
7,189
|
7,189
|
-
|
-
|
7,189
|
|||||||||||||||
Prepaid expenses and other current assets
|
2,187
|
-
|
2,187
|
-
|
2,187
|
|||||||||||||||
Financial Liabilities:
|
||||||||||||||||||||
Accrued expenses
|
$
|
14,619
|
$
|
-
|
$
|
14,619
|
$
|
-
|
$
|
14,619
|
||||||||||
Other short term liabilities
|
2,122
|
-
|
2,122
|
-
|
2,122
|
|||||||||||||||
Credit facility
|
16,721
|
-
|
16,721
|
-
|
16,721
|
10.
|
RELATED PARTY
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
2017
|
2016
|
2017
|
2016
|
|||||||||||||
Revenue
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
||||||||
Costs and expenses:
|
||||||||||||||||
Educational services and facilities
|
50.6
|
%
|
50.6
|
%
|
51.0
|
%
|
51.8
|
%
|
||||||||
Selling, general and administrative
|
52.7
|
%
|
50.3
|
%
|
56.2
|
%
|
53.1
|
%
|
||||||||
Gain on sale of assets
|
-2.3
|
%
|
0.0
|
%
|
-0.8
|
%
|
-0.2
|
%
|
||||||||
Total costs and expenses
|
101.0
|
%
|
100.9
|
%
|
106.4
|
%
|
104.7
|
%
|
||||||||
Operating loss
|
-1.0
|
%
|
-0.9
|
%
|
-6.4
|
%
|
-4.7
|
%
|
||||||||
Interest expense, net
|
-1.1
|
%
|
-1.9
|
%
|
-3.4
|
%
|
-2.1
|
%
|
||||||||
Other income
|
0.0
|
%
|
2.3
|
%
|
0.0
|
%
|
2.4
|
%
|
||||||||
Loss from operations before income taxes
|
-2.1
|
%
|
-0.5
|
%
|
-9.8
|
%
|
-4.4
|
%
|
||||||||
Provision for income taxes
|
0.1
|
%
|
0.1
|
%
|
0.1
|
%
|
0.1
|
%
|
||||||||
Net Loss
|
-2.2
|
%
|
-0.6
|
%
|
-9.9
|
%
|
-4.5
|
%
|
Three Months Ended September 30,
|
||||||||||||
2017
|
2016
|
% Change
|
||||||||||
Revenue:
|
||||||||||||
Transportation and Skilled Trades
|
$
|
47,694
|
$
|
47,939
|
-0.5
|
%
|
||||||
HOPS
|
18,428
|
18,559
|
-0.7
|
%
|
||||||||
Transitional
|
1,186
|
7,769
|
-84.7
|
%
|
||||||||
Total
|
$
|
67,308
|
$
|
74,267
|
-9.4
|
%
|
||||||
Operating Income (Loss):
|
||||||||||||
Transportation and Skilled Trades
|
$
|
6,061
|
$
|
6,120
|
-1.0
|
%
|
||||||
Healthcare and Other Professions
|
(574
|
)
|
(41
|
)
|
1300.0
|
%
|
||||||
Transitional
|
(2,495
|
)
|
(2,029
|
)
|
-23.0
|
%
|
||||||
Corporate
|
(3,723
|
)
|
(4,721
|
)
|
21.1
|
%
|
||||||
Total
|
$
|
(731
|
)
|
$
|
(671
|
)
|
-8.9
|
%
|
||||
Starts:
|
||||||||||||
Transportation and Skilled Trades
|
3,016
|
3,090
|
-2.4
|
%
|
||||||||
Healthcare and Other Professions
|
1,429
|
1,453
|
-1.7
|
%
|
||||||||
Transitional
|
-
|
448
|
-100.0
|
%
|
||||||||
Total
|
4,445
|
4,991
|
-10.9
|
%
|
||||||||
Average Population:
|
||||||||||||
Transportation and Skilled Trades
|
6,977
|
7,128
|
-2.1
|
%
|
||||||||
Healthcare and Other Professions
|
3,327
|
3,286
|
1.2
|
%
|
||||||||
Transitional
|
259
|
1,429
|
-81.9
|
%
|
||||||||
Total
|
10,563
|
11,843
|
-10.8
|
%
|
||||||||
End of Period Population:
|
||||||||||||
Transportation and Skilled Trades
|
7,403
|
7,667
|
-3.4
|
%
|
||||||||
Healthcare and Other Professions
|
3,957
|
3,826
|
3.4
|
%
|
||||||||
Transitional
|
155
|
1,362
|
-88.6
|
%
|
||||||||
Total
|
11,515
|
12,855
|
-10.4
|
%
|
· |
Revenue decreased by $0.2 million, or 0.5% to $47.7 million for the three months ended September 30, 2017 from $47.9 million in the prior year comparable period. The decrease in revenue was primarily driven by a 2.1% decrease in average student population due to a decline in the number of student starts slightly offset by a 1.6% increase in average revenue per student compared to the prior year comparable period.
|
· |
Educational services and facilities expense decreased by $0.4 million, or 1.9%, to $22.4 million for the three months ended September 30, 2017 from $22.8 million in the prior year comparable quarter. This decrease was primarily due to reductions in facilities expense resulting from more favorable lease terms at one of our campuses and reductions in depreciation expense due to fully depreciated assets.
|
· |
Selling, general and administrative expenses were essentially flat. Our selling, general and administrative expenses contain a high fixed cost component and are not as scalable as some of our other expenses. As our student population decreases, we typically experience a reduction in average class size and, therefore, are not always able to align these expenses with the corresponding decrease in population.
|
· |
Revenue decreased to $18.4 million for the three months ended September 30, 2017, as compared to $18.6 million in the prior year comparable quarter. The decrease in revenue is mainly attributable to a 2.0% decline in average revenue per student due to tuition decreases at certain campuses and shifts in program mix.
|
· |
Educational services and facilities expense increased by $0.2 million, or 1.9%, to $10.2 million for the three months ended September 30, 2017 from $10.0 million in the prior year comparable quarter.
|
· |
Selling, general and administrative expense increased by $0.2, or 2.4%, to $8.8 million for the three months ended September 30, 2017 from $8.6 million in the prior year comparable quarter due to increases in sales and marketing expense.
|
Campus
|
Date Closed
|
Date Scheduled to Close
|
||
Northeast Philadelphia, Pennsylvania
|
August 31, 2017
|
N/A
|
||
Center City Philadelphia, Pennsylvania
|
August 31, 2017
|
N/A
|
||
West Palm Beach, Florida
|
September 30, 2017
|
N/A
|
||
Brockton, Massachusetts
|
N/A
|
December 31, 2017
|
||
Lowell, Massachusetts
|
N/A
|
December 31, 2017
|
||
Fern Park, Florida
|
March 31, 2016
|
N/A
|
||
Hartford, Connecticut
|
December 31, 2016
|
N/A
|
||
Henderson (Green Valley), Nevada
|
December 31, 2016
|
N/A
|
Nine Months Ended September 30,
|
||||||||||||
2017
|
2016
|
% Change
|
||||||||||
Revenue:
|
||||||||||||
Transportation and Skilled Trades
|
$
|
131,169
|
$
|
131,243
|
-0.1
|
%
|
||||||
HOPS
|
55,199
|
57,030
|
-3.2
|
%
|
||||||||
Transitional
|
8,084
|
24,718
|
-67.3
|
%
|
||||||||
Total
|
$
|
194,452
|
$
|
212,991
|
-8.7
|
%
|
||||||
Operating Income (Loss):
|
||||||||||||
Transportation and Skilled Trades
|
$
|
8,960
|
$
|
11,916
|
-24.8
|
%
|
||||||
Healthcare and Other Professions
|
(1,047
|
)
|
2,634
|
-139.7
|
%
|
|||||||
Transitional
|
(3,900
|
)
|
(7,132
|
)
|
45.3
|
%
|
||||||
Corporate
|
(16,503
|
)
|
(17,566
|
)
|
6.1
|
%
|
||||||
Total
|
$
|
(12,490
|
)
|
$
|
(10,148
|
)
|
-23.1
|
%
|
||||
Starts:
|
||||||||||||
Transportation and Skilled Trades
|
6,502
|
6,686
|
-2.8
|
%
|
||||||||
Healthcare and Other Professions
|
3,272
|
3,386
|
-3.4
|
%
|
||||||||
Transitional
|
132
|
1,254
|
-89.5
|
%
|
||||||||
Total
|
9,906
|
11,326
|
-12.5
|
%
|
||||||||
Average Population:
|
||||||||||||
Transportation and Skilled Trades
|
6,694
|
6,723
|
-0.4
|
%
|
||||||||
Healthcare and Other Professions
|
3,477
|
3,508
|
-0.9
|
%
|
||||||||
Transitional
|
574
|
1,519
|
-62.2
|
%
|
||||||||
Total
|
10,745
|
11,750
|
-8.6
|
%
|
||||||||
End of Period Population:
|
||||||||||||
Transportation and Skilled Trades
|
7,403
|
7,667
|
-3.4
|
%
|
||||||||
Healthcare and Other Professions
|
3,957
|
3,826
|
3.4
|
%
|
||||||||
Transitional
|
155
|
1,362
|
-88.6
|
%
|
||||||||
Total
|
11,515
|
12,855
|
-10.4
|
%
|
· |
Revenue remained essentially flat at $131.2 million for the nine months ended September 30, 2017 as compared to the prior year comparable period mainly due to a higher carry in population compared to the prior year quarter in addition to a slight increase in revenue per student. Partially offsetting the increases was a decline in average population of approximately 30 students.
|
· |
Educational services and facilities expense decreased by $0.6 million, or 0.9% primarily due to a $1.2 million decrease in facilities expense, partially offset by a $0.6 million increase in instructional and books and tools expense. Reductions in facilities expense were primarily driven by reduced depreciation expense resulting from fully depreciated assets. Increases in instructional expenses were due to the launch of a new program at one of our campuses in combination with increased materials costs; and increased expenses for books and tools were due to the timing of the distribution of materials for students starting classes in combination with implementing the use of laptop computers for more of our program curriculums during the quarter.
|
· |
Selling, general and administrative expense increased by $3.6 million due to (a)
$1.3 million of additional bad debt expense resulting from higher past due student accounts, higher account write-offs, and timing of Title IV fund receipts;
and (b)
$1.4 million increase in sales and marketing expenses.
The increased spending in sales and marketing was part of a strategic effort to attract student enrollments and increase brand awareness.
|
· |
Revenue decreased to $55.2 million for the nine months ended September 30, 2017, as compared to $57.0 million in the prior year comparable quarter. The decrease in revenue is mainly attributable to two main factors, a decline in average population of approximately 30 students in combination with a 2.4% decline in average revenue per student due tuition decreases at certain campuses and shifts in our program mix.
|
· |
Educational services and facilities expense remained essentially flat at $29.9 million for the nine months ended September 30, 2017 as compared to the prior year comparable period.
|
· |
Selling, general and administrative expense increased by $1.9 million primarily resulting from a $1.1 million increase
in sales and marketing expense. The increased marketing initiatives has resulted in a slight improvement in student starts in the adult demographic for the nine months ended September 30, 2017 as compared to the prior comparable period; and a $0.6 million increase in administrative expenses mainly the result of bad debt expense which increased due to higher past due student accounts, higher account write-offs, and timing of Title IV fund receipts.
|
Nine Months Ended
September 30,
|
||||||||
2017
|
2016
|
|||||||
Net cash used in operating activities
|
$
|
(16,607
|
)
|
$
|
(9,513
|
)
|
||
Net cash provided by (used in) investing activities
|
10,897
|
(643
|
)
|
|||||
Net cash used in financing activities
|
(8,077
|
)
|
(9,024
|
)
|
September 30,
2017
|
December 31,
2016
|
|||||||
Credit agreement
|
$
|
16,721
|
$
|
-
|
||||
Term loan
|
-
|
44,267
|
||||||
16,721
|
44,267
|
|||||||
Less current maturities
|
-
|
(11,713
|
)
|
|||||
$
|
16,721
|
$
|
32,554
|
Payments Due by Period
|
||||||||||||||||||||
Total
|
Less than
1 year
|
1-3 years
|
3-5 years
|
More than
5 years
|
||||||||||||||||
Credit facility
|
$
|
17,500
|
$
|
-
|
$
|
-
|
$
|
17,500
|
$
|
-
|
||||||||||
Operating leases
|
83,394
|
19,506
|
31,246
|
15,723
|
16,919
|
|||||||||||||||
Total contractual cash obligations
|
$
|
100,894
|
$
|
19,506
|
$
|
31,246
|
$
|
33,223
|
$
|
16,919
|
Exhibit
Number
|
Description
|
|
10.1(1)
|
Purchase and Sale Agreement, dated March 14, 2017, between New England Institute of Technology at Palm Beach, Inc. and Tambone Companies, LLC, as amended by First Amendment to Purchase and Sale Agreement dated as of April 18, 2017, and as further amended by Second Amendment to Purchase and Sale Agreement dated as of May 12, 2017
|
|
10.2*
|
Employment Agreement, dated as of November 8, 2017, between the Company and Scott M. Shaw.
|
|
10.3*
|
Employment Agreement, dated as of November 8, 2017, between the Company and Brian K. Meyers.
|
|
10.4*
|
Change in Control Agreement, dated as of November 8, 2017, between the Company and Deborah Ramentol.
|
|
31.1 *
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2 *
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32 *
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101**
|
The following financial statements from Lincoln Educational Services Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, formatted in XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive (Loss) Income, (iv) Condensed Consolidated Statements of Changes in Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and in detail.
|
(1) |
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2017.
|
* |
Filed herewith.
|
** |
As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.
|
LINCOLN EDUCATIONAL SERVICES CORPORATION
|
|||
Date: November 13, 2017
|
By:
|
/s/ Brian Meyers
|
|
Brian Meyers
|
|||
Executive Vice President, Chief Financial Officer and Treasurer
|
10.1(1)
|
Purchase and Sale Agreement, dated March 14, 2017, between New England Institute of Technology at Palm Beach, Inc. and Tambone Companies, LLC, as amended by First Amendment to Purchase and Sale Agreement dated as of April 18, 2017, and as further amended by Second Amendment to Purchase and Sale Agreement dated as of May 12, 2017
|
|
Employment Agreement, dated as of November 8, 2017, between the Company and Scott M. Shaw.
|
||
Employment Agreement, dated as of November 8, 2017, between the Company and Brian K. Meyers.
|
||
Change in Control Agreement, dated as of November 8, 2017, between the Company and Deborah Ramentol.
|
||
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
101**
|
The following financial statements from Lincoln Educational Services Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, formatted in XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive (Loss) Income, (iv) Condensed Consolidated Statements of Changes in Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and in detail.
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(1) |
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2017.
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* |
Filed herewith.
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** |
As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.
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LINCOLN EDUCATIONAL SERVICES CORPORATION
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By: |
/s/ Celia H. Currin
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Name: Celia H. Currin
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Title: Chairman of Compensation Committee
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EXECUTIVE
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/s/ Scott M. Shaw
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Scott M. Shaw
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(a) |
prior to a Change in Control, (i) the Executive’s willful failure to perform the duties of his employment in any material respect, (ii) malfeasance or gross negligence in the performance of the Executive’s duties of employment, (iii) the Executive’s conviction of a felony under the laws of the United States or any state thereof (whether or not in connection with his employment), (iv) the Executive’s intentional or reckless disclosure of protected information respecting any member of the Company Group’s business to any individual or entity which is not in the performance of the duties of his employment, (v) the Executive’s commission of an act or acts of sexual harassment that would normally constitute grounds for termination, or (vi) any other act or omission by the Executive (other than an act or omission resulting from the exercise by the Executive of good faith business judgment), which is materially injurious to the financial condition or business reputation of any member of the Company Group;
provided
,
however
, that in the case of (i) and (ii) above, the Executive shall not be deemed to have been terminated for cause unless he has received written notice of the alleged basis therefor from the Company, and fails to remedy the matter within 30 days after he has received such notice, except that no such “cure opportunity” shall be required in the case of two separate episodes occurring within any 12-month period that give the Company the right to terminate for cause for such reason; or
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(b) |
on or after a Change in Control, (i) the Executive’s willful failure to perform the duties of his employment in any material respect, (ii) malfeasance or gross negligence in the performance of the Executive’s duties of employment, (iii) the Executive’s conviction of a felony under the laws of the United States or any state thereof (whether or not in connection with his employment), or (iv) the Executive’s intentional or reckless disclosure of protected information respecting any member of the Company Group’s business to any individual or entity which is not in the performance of the duties of his employment;
provided
,
however
, that in the case of (i) and (ii) above, the Executive shall not be deemed to have been terminated for cause unless he has received written notice of the alleged basis therefor from the Company, and fails to remedy the matter within 30 days after he has received such notice, except that no such “cure opportunity” shall be required in the case of two separate episodes occurring within any 12-month period that give the Company the right to terminate for cause for such reason.
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(a) |
when a “person” (as defined in Section 3(a)(9) of the Exchange Act), including a “group” (as defined in Section 13(d) and 14(d) of the Exchange Act), either directly or indirectly becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of 25% or more of either (i) the then outstanding Common Stock, or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors;
provided
,
however
,
that the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company; (2) any acquisition by the Company; or (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company;
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(b) |
when, during any period of 24 consecutive months during the Employment Period, the individuals who, at the beginning of such period, constitute the Board (the “
Company Incumbent Directors”
) cease for any reason other than death to constitute at least a majority thereof;
provided
,
however
, that a director who was not a director at the beginning of such 24-month period shall be deemed to be a Company Incumbent Director if such director was elected by, or on the recommendation of or with the approval of at least two-thirds of the directors of the Company, who then qualified as Company Incumbent Directors;
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(c) |
when the stockholders of the Company approve a reorganization, merger or consolidation of the Company without the consent or approval of a majority of the Company Incumbent Directors;
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(d) |
consummation of a merger, amalgamation or consolidation of the Company with any other corporation, the issuance of voting securities of the Company in connection with a merger, amalgamation or consolidation of the Company or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation (each, a “
Business Combination
”), unless, in each case of a Business Combination, immediately following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of the Common Stock outstanding immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock and 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Common Stock; or
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(e) |
a complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company.
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LINCOLN EDUCATIONAL SERVICES CORPORATION
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By: |
/s/ Scott M. Shaw
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Name: Scott M. Shaw
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Title: Chief Executive Officer and President
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EXECUTIVE
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/s/ Brian K. Meyers
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Brian K. Meyers
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(a) |
prior to a Change in Control, (i) the Executive’s willful failure to perform the duties of his employment in any material respect, (ii) malfeasance or gross negligence in the performance of the Executive’s duties of employment, (iii) the Executive’s conviction of a felony under the laws of the United States or any state thereof (whether or not in connection with his employment), (iv) the Executive’s intentional or reckless disclosure of protected information respecting any member of the Company Group’s business to any individual or entity which is not in the performance of the duties of his employment, (v) the Executive’s commission of an act or acts of sexual harassment that would normally constitute grounds for termination, or (vi) any other act or omission by the Executive (other than an act or omission resulting from the exercise by the Executive of good faith business judgment), which is materially injurious to the financial condition or business reputation of any member of the Company Group;
provided
,
however
, that in the case of (i) and (ii) above, the Executive shall not be deemed to have been terminated for cause unless he has received written notice of the alleged basis therefor from the Company, and fails to remedy the matter within 30 days after he has received such notice, except that no such “cure opportunity” shall be required in the case of two separate episodes occurring within any 12-month period that give the Company the right to terminate for cause for such reason; or
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(b) |
on or after a Change in Control, (i) the Executive’s willful failure to perform the duties of his employment in any material respect, (ii) malfeasance or gross negligence in the performance of the Executive’s duties of employment, (iii) the Executive’s conviction of a felony under the laws of the United States or any state thereof (whether or not in connection with his employment), or (iv) the Executive’s intentional or reckless disclosure of protected information respecting any member of the Company Group’s business to any individual or entity which is not in the performance of the duties of his employment;
provided
,
however
, that in the case of (i) and (ii) above, the Executive shall not be deemed to have been terminated for cause unless he has received written notice of the alleged basis therefor from the Company, and fails to remedy the matter within 30 days after he has received such notice, except that no such “cure opportunity” shall be required in the case of two separate episodes occurring within any 12-month period that give the Company the right to terminate for cause for such reason.
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(a) |
when a “person” (as defined in Section 3(a)(9) of the Exchange Act), including a “group” (as defined in Section 13(d) and 14(d) of the Exchange Act), either directly or indirectly becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of 25% or more of either (i) the then outstanding Common Stock, or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors;
provided
,
however
,
that the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company; (2) any acquisition by the Company; or (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company;
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(b) |
when, during any period of 24 consecutive months during the Employment Period, the individuals who, at the beginning of such period, constitute the Board (the “
Company Incumbent Directors”
) cease for any reason other than death to constitute at least a majority thereof;
provided
,
however
, that a director who was not a director at the beginning of such 24-month period shall be deemed to be a Company Incumbent Director if such director was elected by, or on the recommendation of or with the approval of at least two-thirds of the directors of the Company, who then qualified as Company Incumbent Directors;
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(c) |
when the stockholders of the Company approve a reorganization, merger or consolidation of the Company without the consent or approval of a majority of the Company Incumbent Directors;
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(d) |
consummation of a merger, amalgamation or consolidation of the Company with any other corporation, the issuance of voting securities of the Company in connection with a merger, amalgamation or consolidation of the Company or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation (each, a “
Business Combination
”), unless, in each case of a Business Combination, immediately following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of the Common Stock outstanding immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock and 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Common Stock; or
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(e) |
a complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company;
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LINCOLN EDUCATIONAL SERVICES CORPORATION
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By: |
/s/ Scott M. Shaw
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Name: Scott M. Shaw
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Title: Chief Executive Officer
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EMPLOYEE
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/s/ Deborah Ramentol
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Deborah Ramentol
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(a) |
when a “person” (as defined in Section 3(a)(9) of the Exchange Act), including a “group” (as defined in Section 13(d) and 14(d) of the Exchange Act), either directly or indirectly becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of 25% or more of either (i) the then outstanding Common Stock, or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors;
provided
,
however
,
that the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company; (2) any acquisition by the Company; or (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company;
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(b) |
when the stockholders of the Company approve a reorganization, merger or consolidation of the Company without the consent or approval of a majority of the Company Incumbent Directors;
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(c) |
consummation of a merger, amalgamation or consolidation of the Company with any other corporation, the issuance of voting securities of the Company in connection with a merger, amalgamation or consolidation of the Company or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation (each, a “
Business Combination
”), unless, in each case of a Business Combination, immediately following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of the Common Stock outstanding immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock and 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Common Stock; or
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(d) |
a complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company;
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1. |
I have reviewed this quarterly report on Form 10-Q of Lincoln Educational Services Corporation;
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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Date: November 13, 2017
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/s/ Scott Shaw
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Scott Shaw
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Chief Executive Officer
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1. |
I have reviewed this quarterly report on Form 10-Q of Lincoln Educational Services Corporation;
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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Date: November 13, 2017
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/s/ Brian Meyers
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Brian Meyers
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Chief Financial Officer
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1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: November 13, 2017
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/s/ Scott Shaw
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Scott Shaw
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Chief Executive Officer
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/s/ Brian Meyers
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Brian Meyers
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Chief Financial Officer
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