Lincoln Educational Services Corp 10-Q for FY2025 Q2
Lincoln Educational Services Corp (LINC)
10-Q
2025-08-11
For: 2025-06-30
View Original
Added on
April 11, 2026
About this 10-Q
Lincoln Educational Services Corp filed this 10-Q on August 11, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $116.47M
- up 13.2% from $102.91M a year earlier
- Net income
- $1.55M
- compared with a net loss of $682K a year earlier
- Diluted EPS
- $0.05
- compared with -$0.02 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2025
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from______ to______
Commission File Number 000-51371
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Zip Code)
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(Address of principal executive offices)
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(973 ) 736-9340
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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The
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 11, 2025, there were 31,618,405
shares outstanding of the registrant’s Common Stock.
LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025
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PART I.
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2
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Item 1.
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2
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2
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3
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4
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5
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7
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Item 2.
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19
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Item 3.
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30
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Item 4.
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31
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PART II.
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32
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Item 1.
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32
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Item 1A.
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32
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Item 2.
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32
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Item 3.
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32
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Item 4.
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32
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Item 5.
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32
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Item 6.
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33
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34
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Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q and the documents incorporated by reference contain “forward-looking statements”, within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended, which include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. These forward-looking
statements include, without limitation, statements regarding: proposed new programs; expectations that regulatory developments or other matters will or will not have a material adverse effect on our consolidated financial position, results of
operations or liquidity; statements concerning projections, predictions, expectations, estimates or forecasts as to our business, financial and operating results and future economic performance; and statements of management’s goals and objectives and
other similar expressions concerning matters that are not historical facts. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and
similar expressions, as well as statements in future tense, identify forward-looking statements.
Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the
times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future
events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include,
but are not limited to:
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compliance with the extensive existing regulatory framework applicable to our industry or our failure to timely obtain and maintain regulatory approvals and accreditation;
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compliance with continuous changes in applicable federal laws and regulations, including pending rulemaking by the U.S. Department of Education;
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the effect of current and future Title IV Program regulations arising out of negotiated rulemakings, including any potential reductions in funding or restrictions on the use of funds
received through Title IV Programs;
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successful updating and expansion of the content of existing programs and developing new programs in a cost-effective manner or on a timely basis;
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uncertainties regarding our ability to comply with federal laws and regulations regarding the 90/10 Rule and cohort default rates;
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successful implementation of our strategic plan;
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our inability to maintain eligibility for or to process federal student financial assistance;
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regulatory investigations of, or actions commenced against, us or other companies in our industry;
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changes in the state regulatory environment or budgetary constraints;
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enrollment declines;
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challenges in our students’ ability to find employment as a result of economic conditions;
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maintenance and expansion of existing industry relationships and development of new industry relationships;
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a loss of members of our senior management or other key employees;
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uncertainties associated with opening of new campuses and closing existing campuses;
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uncertainties associated with integration of acquired schools;
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industry competition;
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the effect of any cybersecurity incident;
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the effect of public health outbreaks, epidemics and pandemics;
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conditions and trends in our industry;
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general economic conditions; and
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other factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 under the headings “Business,” “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” as applicable.
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Forward-looking statements speak only as of the date the statements are made. Except as required under the federal securities laws and rules and
regulations of the United States Securities and Exchange Commission, we undertake no obligation to update or revise forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking
information. We caution you not to unduly rely on the forward-looking statements when evaluating the information presented herein.
| Item 1. |
FINANCIAL
STATEMENTS
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LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES
(In thousands, except share amounts)
(Unaudited)
| June 30, | December 31, | |||||||
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2025
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2024
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|||||||
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ASSETS
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||||||||
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CURRENT ASSETS:
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||||||||
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Cash and cash equivalents
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$
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$
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||||
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Accounts receivable, less allowance of $
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|
|
||||||
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Inventories
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|
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||||||
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Prepaid income taxes
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||||||||
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Prepaid expenses and other current assets
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||||||
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Asset held for sale
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||||||||
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Total current assets
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||||||
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PROPERTY, EQUIPMENT AND FACILITIES - At cost, net of accumulated depreciation and amortization of $
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||||||
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OTHER ASSETS:
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||||||||
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Noncurrent receivables, less allowance of $
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||||||
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Deferred finance charges
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||||||||
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Deferred income taxes, net
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||||||
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Operating lease right-of-use assets
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Finance lease right-of-use assets
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Goodwill
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Other assets, net
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Pension plan assets, net
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Total other assets
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||||||
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TOTAL ASSETS
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$
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$
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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||||||||
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CURRENT LIABILITIES:
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||||||||
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Unearned tuition
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$
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$
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|
||||
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Accounts payable
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|
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||||||
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Accrued expenses
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||||||
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Income taxes payable
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Current portion of operating lease liabilities
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Total current liabilities
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NONCURRENT LIABILITIES:
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||||||||
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Long-term portion of operating lease liabilities
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Long-term portion of finance lease liabilities
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Long-term debt
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Other long-term liabilities
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Total liabilities
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||||||
| COMMITMENTS AND CONTINGENCIES |
||||||||
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STOCKHOLDERS’ EQUITY:
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Common stock,
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Additional paid-in capital
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Retained earnings
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Accumulated other comprehensive loss
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||||||
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Total stockholders’ equity
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||||||
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
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$
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$
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|
||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
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June 30,
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June 30,
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|||||||||||||||
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2025
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2024
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2025
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2024
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|||||||||||||
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REVENUE
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$
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$
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$
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$
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||||||||
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COSTS AND EXPENSES:
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||||||||||||||||
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Educational services and facilities
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||||||||||||
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Selling, general and administrative
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||||||||||||
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(Gain) loss on sale of assets
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( |
) | ( |
) | ||||||||||||
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Total costs & expenses
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||||||||||||
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OPERATING INCOME (LOSS)
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(
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)
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(
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)
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||||||||||
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OTHER:
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||||||||||||||||
| Interest income | ||||||||||||||||
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Interest expense
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(
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)
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(
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)
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(
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)
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(
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)
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||||||||
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INCOME (LOSS) BEFORE INCOME TAXES
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(
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)
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(
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)
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||||||||||
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PROVISION (BENEFIT) FOR INCOME TAXES
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(
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)
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(
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)
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||||||||||
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NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
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$
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$
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(
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)
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$
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$
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(
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)
|
||||||
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Basic
|
||||||||||||||||
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Net income (loss) per common share
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$
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$
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(
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)
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$
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$
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(
|
)
|
||||||
| Diluted | ||||||||||||||||
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Net income (loss) per common share
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$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
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Weighted average number of common shares outstanding:
|
||||||||||||||||
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Basic
|
|
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|
||||||||||||
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Diluted
|
||||||||||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES
(In thousands, except share amounts)
(Unaudited)
|
Stockholders’ Equity
|
||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||
| Additional | Other | |||||||||||||||||||||||
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Common Stock
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Paid-in
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Retained
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Comprehensive
|
|||||||||||||||||||||
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Shares
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Amount
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Capital
|
Earnings
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Income
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Total
|
|||||||||||||||||||
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BALANCE - January 1, 2025
|
|
$
|
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$
|
|
$
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$
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$
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|
|||||||||||||
| Net income | - |
|||||||||||||||||||||||
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Stock-based compensation expense
|
||||||||||||||||||||||||
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Restricted stock
|
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||||||||||||||||||
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Net share settlement for equity-based compensation
|
(
|
)
|
|
(
|
)
|
|
|
(
|
)
|
|||||||||||||||
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BALANCE - March 31, 2025
|
|
|
|
|
|
|
||||||||||||||||||
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Net Income
|
-
|
|
|
|
|
|
||||||||||||||||||
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Stock-based compensation expense
|
||||||||||||||||||||||||
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Restricted stock
|
|
|
|
|
|
|||||||||||||||||||
| Net share settlement for equity-based compensation |
||||||||||||||||||||||||
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BALANCE - June 30, 2025
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||||
|
Stockholders’ Equity
|
||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||
| Additional | Other | |||||||||||||||||||||||
|
|
Common Stock
|
Paid-in
|
Retained
|
Comprehensive
|
||||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Earnings
|
Loss
|
Total
|
|||||||||||||||||||
|
BALANCE - January 1, 2024
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||||
|
Net loss
|
-
|
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||
|
Stock-based compensation expense
|
||||||||||||||||||||||||
|
Restricted stock
|
|
|
|
|
|
|
||||||||||||||||||
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Net share settlement for equity-based compensation
|
(
|
)
|
|
(
|
)
|
|
|
(
|
)
|
|||||||||||||||
|
BALANCE - March 31, 2024
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||
|
Net loss
|
-
|
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||
|
Stock-based compensation expense
|
||||||||||||||||||||||||
|
Restricted stock
|
|
|
|
|
|
|
||||||||||||||||||
|
BALANCE - June 30, 2024
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES
(In thousands)
(Unaudited)
| Six Months Ended | ||||||||
|
June 30,
|
||||||||
|
2025
|
2024
|
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net income (loss)
|
$
|
|
$
|
(
|
)
|
|||
|
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
|
Depreciation and amortization
|
|
|
||||||
|
Finance lease amortization
|
||||||||
|
Amortization of deferred finance charges
|
||||||||
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Deferred income taxes
|
|
|
||||||
|
(Gain) loss on sale of assets
|
( |
) | ||||||
|
Fixed asset donations
|
(
|
)
|
(
|
)
|
||||
|
Provision for credit losses
|
|
|
||||||
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Stock-based compensation expense
|
|
|
||||||
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(Increase) decrease in assets:
|
||||||||
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Accounts receivable
|
(
|
)
|
(
|
)
|
||||
|
Inventories
|
(
|
)
|
|
|||||
|
Prepaid income taxes
|
(
|
)
|
(
|
)
|
||||
|
Prepaid expenses and current assets
|
(
|
)
|
|
|||||
|
Other assets, net
|
(
|
)
|
|
|||||
|
Increase (decrease) in liabilities:
|
||||||||
|
Accounts payable
|
(
|
)
|
(
|
)
|
||||
|
Accrued expenses
|
|
(
|
)
|
|||||
|
Unearned tuition
|
(
|
)
|
(
|
)
|
||||
| Income taxes payable |
( |
) | ||||||
|
Other liabilities
|
|
(
|
)
|
|||||
|
Total adjustments
|
(
|
)
|
(
|
)
|
||||
|
Net cash used in operating activities
|
(
|
)
|
(
|
)
|
||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Capital expenditures
|
(
|
)
|
(
|
)
|
||||
|
Proceeds from sale of property and equipment
|
|
|
||||||
|
Net cash used in investing activities
|
(
|
)
|
(
|
)
|
||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Proceeds from borrowings
|
||||||||
|
Payments on borrowings
|
( |
) | ||||||
|
Payment of deferred finance fees
|
(
|
)
|
(
|
)
|
||||
|
Finance lease principal paid
|
( |
) | ( |
) | ||||
| Tenant allowance finance leases |
||||||||
|
Net share settlement for equity-based compensation
|
(
|
)
|
(
|
)
|
||||
|
Net cash provided by (used in) financing activities
|
|
(
|
)
|
|||||
|
NET DECREASE IN CASH AND CASH EQUIVALENTS
|
(
|
)
|
(
|
)
|
||||
|
CASH AND CASH EQUIVALENTS —Beginning of period
|
|
|
||||||
|
CASH AND CASH EQUIVALENTS—End of period
|
$
|
|
$
|
|
||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
(Continued)
| Six Months Ended | ||||||||
|
June 30,
|
||||||||
|
2025
|
2024
|
|||||||
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
||||||||
|
Cash paid for:
|
||||||||
|
Interest
|
$
|
|
$
|
|
||||
|
Income taxes
|
$
|
|
$
|
|
||||
|
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||
|
Liabilities accrued for or noncash additions of fixed assets
|
$
|
|
$
|
|
||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES
THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(In thousands, except share and per share amounts and unless otherwise stated)
(Unaudited)
| 1. |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
|
Business Activities— Lincoln Educational Services Corporation and its subsidiaries (collectively, the “Company”, “we”, “our”, and “us”, as applicable) provide diversified career-oriented postsecondary education to recent high
school graduates and working adults. The Company, which currently operates 21 campuses in 12 states, has entered into leases for two new
campuses: one in Houston, Texas, with programs expected to begin in the second half of 2025, and one in Hicksville, New York, with programs expected to begin by the end of 2026. The Company offers programs in skilled trades, automotive, health
sciences and information technology. The schools operate under the brands Lincoln Technical Institute, Lincoln College of Technology and Nashville Auto Diesel College.
Most of the Company’s campuses serve major metropolitan markets and each typically offers courses in
multiple areas of study. Five of the campuses are destination schools, which attract students from across the United States and, in
some cases, from abroad. The Company’s other campuses primarily attract students from their local communities and surrounding areas. All of the campuses are nationally accredited and are eligible to participate in federal financial aid programs
administered by the U.S. Department of Education (“the DOE”) and applicable state education agencies and accrediting commissions, which allow students to apply for and access federal student loans as well as other forms of financial aid. The
Company was incorporated in New Jersey in 2003 as the successor-in-interest to various acquired schools including Lincoln Technical Institute, Inc., which opened its first campus in Newark, New Jersey in 1946.
Basis of Presentation – The accompanying unaudited
Condensed Consolidated Financial Statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted in the
United States of America (“GAAP”) for interim financial statements. Certain information and footnote disclosures normally included in annual financial statements have been omitted or condensed pursuant to such regulations. These financial
statements, which should be read in conjunction with the December 31, 2024 audited Consolidated Financial Statements and notes thereto and related disclosures of the Company included in the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2024 (“Form 10-K”), reflect all adjustments, consisting of normal recurring adjustments necessary to present fairly the consolidated financial position, results of operations and cash flows for such periods. The results
of operations for the six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2025.
The Company’s business is organized
into two reportable business segments: Campus Operations and Transitional. The Campus Operations segment includes campuses that are
continuing in operation and contribute to the Company’s core operations and performance. The Transitional segment refers to campuses that have been marked for closure and are currently being taught-out, in addition to campuses that are held-for
sale or sold. As of June 30, 2025, no campuses were classified in the Transitional segment. During the prior year,
the Company’s Summerlin, Las Vegas campus was classified in the Transitional segment. The sale of the Summerlin campus was consummated on January 1, 2025.
We evaluate performance based on operating results. Adjustments to reconcile segment results with
consolidated results are included in the caption “Corporate,” which primarily includes unallocated corporate activity.
The unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany
accounts and transactions have been eliminated.
Use of Estimates in the Preparation of Financial
Statements – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the period. On an
ongoing basis, the Company evaluates the estimates and assumptions, including those used to determine the incremental borrowing rate to calculate lease liabilities and right-of-use (“ROU”) assets, lease term to calculate lease cost, bad debts,
impairments, useful lives of fixed assets, income taxes, benefit plans, stock-based compensation, and certain accruals. Actual results could differ from those estimates.
Start-up Costs—Costs related to the start of new campuses are expensed as incurred.
New Accounting Pronouncements – In November 2024, the Financial Accounting Standards Board (“FASB”) issued
Accounting Standard Update (“ASU”) 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220):
Disaggregation of Income Statement Expenses, which requires additional disclosure of certain amounts included in the expense captions presented on the statement of operations, as well as disclosures about
selling expenses. The ASU is effective on a prospective basis, with the option for retrospective application for periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is
permitted for annual financial statements that have not yet been issued. The Company is currently evaluating the impact this ASU will have on our financial statement disclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which provides updates to qualitative and quantitative reportable segment disclosure requirements, including enhanced disclosures about significant segment expenses and increased interim disclosure requirements, among others. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company has adopted the new disclosure requirements retrospectively in our Condensed Consolidated Financial Statements.
In December 2023, the FASB
issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU require that public business entities on an annual basis 1) disclose specific categories in the rate reconciliation, and 2) provide additional information for reconciling items that meet a quantitative
threshold. The amendments require disclosure about the amount of income taxes paid disaggregated (1) by federal, state and foreign taxes, and (2) by individual jurisdictions in which income taxes paid is equal or greater than 5 percent of
total income taxes paid. The amendment also requires entities to disclose income or loss from continuing operations before income tax expense disaggregated between domestic and foreign and income tax expense or benefit from continuing
operations disaggregated by federal, state and foreign. For all public business entities, this ASU is effective for annual periods beginning after December 15, 2024; early adoption is permitted. We do not expect this ASU will have a
material impact on our Condensed Consolidated Financial Statements.
Income Taxes— The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) Topic 740, Income Taxes (“ASC 740”). This statement requires an asset and a liability approach for measuring deferred taxes based on temporary differences between the financial statement and tax bases of assets and liabilities existing at each balance sheet date using
enacted tax rates for years in which taxes are expected to be paid or recovered.
In accordance with ASC 740, the Company assesses our deferred tax asset to determine whether all or any portion of the asset is more likely than not
unrealizable. A valuation allowance is required to be established or maintained when, based on currently available information, it is more likely than not that all or a portion of a deferred tax asset will not be realized. In accordance with ASC
740, our assessment considers whether there has been sufficient income in recent years and whether sufficient income is expected in future years in order to utilize the deferred tax asset. In evaluating the realizability of deferred income tax
assets, the Company considers, among other things, historical levels of income, expected future income, the expected timing of the reversals of existing temporary reporting differences, and the expected impact of tax planning strategies that may be
implemented to prevent the potential loss of future income tax benefits. Significant judgment is required in determining the future tax consequences of events that have been recognized in our Condensed Consolidated Financial Statements and/or tax
returns. Differences between anticipated and actual outcomes of these future tax consequences could have a material impact on the Company’s consolidated financial position or results of operations. Changes in, among other things, income tax
legislation, statutory income tax rates or future income levels could materially impact the Company’s valuation of income tax assets and liabilities and could cause our income tax provision to vary significantly among financial reporting periods.
We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. During the six months ended June 30, 2025 and
2024, we did no no
On July 4, 2025, the U.S. enacted legislation which generally extends the tax provisions enacted in 2017 that were set to expire at the end of 2025 as well as making
other changes to federal tax law for multinational corporations. The Company is currently evaluating the impact of the new legislation but does not expect it to have a material impact on the financial results of operations for the current year.
| 2. |
NET EARNINGS PER COMMON SHARE
|
Basic and diluted earnings per share (“EPS”)
are calculated in accordance with ASC 260, Earnings Per Share (“ASC 260”), which specifies the computation, presentation and disclosure requirements for EPS. Under ASC 260, basic EPS excludes all dilutive Common Stock equivalents. It is computed by
dividing net income by the number of weighted average number of common shares outstanding during the period. Diluted EPS, as calculated using the treasury stock method, reflects the potential dilution from employee incentive plans during the
period.
The weighted average
number of common shares used to compute basic and diluted earnings per share for the three and six months ended June 30, 2025 and 2024 was as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||
|
June 30,
|
June 30, | |||||||||||||||
|
|
2025
|
2024
|
2025 | 2024 | ||||||||||||
|
Basic shares outstanding
|
|
|
||||||||||||||
|
Dilutive effect of Restricted Stock
|
|
|
||||||||||||||
|
Diluted shares outstanding
|
|
|
||||||||||||||
| 3. |
REVENUE RECOGNITION
|
Substantially all of our revenues are considered to be revenues from contracts with students. We determine standalone selling price based on the price
at which the distinct services or goods are sold separately. The related accounts receivable balances are recorded in our balance sheets as student accounts receivable. We do not have significant revenue recognized from performance obligations that
were satisfied in prior periods, and we do not have any transaction price allocated to unsatisfied performance obligations other than in our unearned tuition. We record revenue for students who withdraw from our schools only to the extent that it is
probable that a significant reversal in the amount of cumulative revenue recognized will not occur. In addition, to reduce the amount of outstanding accounts receivable balances due from our students, the Company employs a continuous collection
effort. Unearned tuition represents contract liabilities primarily related to our tuition revenue. We have elected not to provide disclosure about transaction prices allocated to unsatisfied performance obligations if the original contract durations
are less than one-year, or if we have the right to consideration from a student in an amount that corresponds directly with the value provided to the student for performance obligations completed to date in accordance with ASC Topic 606, Revenue from Contracts with Customers. We have assessed the costs incurred to obtain a contract with a student and determined them to be immaterial.
Unearned tuition in the amount of $28.1
million and $30.6 million is recorded in the current liabilities section of the accompanying Condensed Consolidated Balance Sheets as of
June 30, 2025 and December 31, 2024, respectively. The change in this contract liability balance during the six-month period ended June 30, 2025 is the result of payments received in advance of satisfying performance obligations, offset by revenue
recognized during that period. Revenue recognized for the six-month period ended June 30, 2025 that was included in the contract liability balance at the beginning of the year was $29.4 million.
The following table depicts the timing of revenue recognition by segment:
|
Three Months Ended June 30,
2025
|
Six months ended June 30,
2025
|
|||||||||||||||||||||||
|
Campus
Operations
|
Transitional |
Consolidated
|
Campus
Operations
|
Transitional |
Consolidated
|
|||||||||||||||||||
|
Timing of Revenue Recognition
|
||||||||||||||||||||||||
|
Services transferred at a point in time
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
Services transferred over time
|
|
|
|
|
|
|
||||||||||||||||||
|
Total revenues
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
Three Months Ended June 30,
2024
|
Six months ended June 30,
2024
|
|||||||||||||||||||||||
|
Campus
Operations
|
Transitional |
Consolidated
|
Campus
Operations
|
Transitional |
Consolidated
|
|||||||||||||||||||
|
Timing of Revenue Recognition
|
||||||||||||||||||||||||
|
Services transferred at a point in time
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
Services transferred over time
|
|
|
|
|
|
|
||||||||||||||||||
|
Total revenues
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
| 4. |
LEASES
|
The Company enters into contracts to utilize office space, educational facilities, and various items of equipment under lease agreements and
accounts for them in accordance with ASC 842, Leases (“ASC 842”). To determine whether a contract contains a lease, the Company assesses whether there is an identified asset and whether the Company has
the right to control its use throughout the period of use. The Company classifies leases as either operating or finance leases at lease commencement date in accordance with ASC 842. As required under ASC 842, the Company recognizes a ROU asset
and a corresponding lease liability on the balance sheet, measured at the present value of lease payments over the term of the lease. An operating lease ROU asset represents the Company’s right to use the underlying asset during the lease term
and the corresponding lease liability represents its obligation to make lease payments. Operating lease ROU assets and liabilities are amortized over the lease term, with lease expense recognized on a straight-line basis within operating expenses
in the Condensed Consolidated Statement of Operations. Finance lease arrangements result in separate recognition of interest expense on the lease liability using the effective interest method and amortization expense of the ROU asset on a
straight-line basis over the lease term, in addition to principal payments.
As all of the Company’s operating leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information
available on the commencement date in determining the present value of lease payments. We estimate the incremental borrowing rate based on a yield curve analysis, utilizing the interest rate derived from the fair value analysis of our credit
facility and adjusting it for factors that appropriately reflect the profile of secured borrowing over the expected term of the lease. The operating lease ROU assets include any lease payments made prior to the rent commencement date and exclude
lease incentives. Our leases have remaining lease terms of 1 year to 20 years . Lease terms may include options to extend the lease term used in determining the lease obligation when it is reasonably certain that the Company will exercise that option. Lease
expense for lease payments are recognized on a straight-line basis over the lease term for operating leases.
On December 12, 2024, the Company entered
into a lease for approximately 65,000 square feet of space to serve as the Company’s campus in Hicksville, New York. The lease term is
scheduled to commence in August 2025 with an initial lease term of
15 years and 9 months . The lease contains a
renewal option allowing for either a 10-year renewal or two five-year renewals.
The following table presents
components of lease cost and classification on the Condensed Consolidated Statements of Operations:
| |
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
in thousands
|
Consolidated Statement of Operations Classification
|
2025
|
2024
|
2025 | 2024 | |||||||||||||
|
Operating Lease Cost
|
Selling, general and administrative
|
$
|
|
$
|
|
$ | $ | |||||||||||
|
Finance lease cost
|
|
|||||||||||||||||
|
Amortization of leased assets
|
Depreciation and amortization
|
|
|
|||||||||||||||
|
Interest on lease Liabilities
|
Interest expense
|
|
|
|||||||||||||||
|
Variable lease cost
|
Selling, general and administrative
|
|
|
|||||||||||||||
|
|
|
$
|
|
$
|
|
$ | $ | |||||||||||
The net change in ROU asset and operating lease liability is included in the net change in other assets in the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024.
The net change in ROU asset and finance lease liability is split between principal payments, interest expense and amortization expense. Principal payments are classified in the financing section, interest
expense is included in net income and amortization expense is broken out separately in the operating section of the Consolidated Statements of Cash Flows.
Supplemental
cash flow information and non-cash activity related to our leases are as follows:
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
2025
|
2024
|
2025 | 2024 | |||||||||||||
|
Cash flow information:
|
||||||||||||||||
|
Cash paid for amounts included in the measurement of lease liabilities
|
||||||||||||||||
|
Operating Cash Flows - operating leases
|
$ | $ | $ | $ | ||||||||||||
| Operating Cash Flows - finance leases |
$ | $ | $ | $ | ||||||||||||
|
Financing Cash Flows - finance leases
|
$ | ( |
) | $ | $ | ( |
) | $ | ||||||||
|
Non-cash activity:
|
||||||||||||||||
|
Lease liabilities arising from obtaining right-of-use assets
|
||||||||||||||||
|
Operating leases
|
$ | $ | $ | $ | ||||||||||||
|
Finance leases
|
$ | $ | $ | $ | ||||||||||||
There were no
Weighted-average remaining lease term and discount rate for our leases are as follows:
|
As of
June 30,
|
||||||||
|
2025
|
2024
|
|||||||
|
Weighted-average remaining lease term
|
|
|
||||||
| Operating leases |
||||||||
| Finance leases |
||||||||
|
Weighted-average discount rate
|
||||||||
| Operating leases |
% | % | ||||||
| Finance leases |
% | |||||||
Maturities of lease liabilities by fiscal year for our leases as of June 30, 2025, are as follows:
|
Operating Leases
|
Finance Leases
|
|||||||
|
Year ending December 31,
|
||||||||
|
2025 (excluding the six months ending June 30, 2025)
|
$
|
|
$ | |||||
|
2026
|
|
|||||||
|
2027
|
|
|||||||
|
2028
|
|
|||||||
|
2029
|
|
|||||||
|
2030
|
|
|||||||
|
Thereafter
|
|
|||||||
|
Total lease payments
|
|
|||||||
|
Less: imputed interest
|
(
|
)
|
( |
) | ||||
|
Present value of lease liabilities
|
$
|
|
$ | |||||
| 5. |
GOODWILL AND LONG-LIVED ASSETS
|
The Company reviews the carrying value of
its long-lived assets and identifiable intangibles annually, or more frequently if necessary, for possible impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. If the Company determines
that an asset’s carrying value is impaired, it will record a write-down of the carrying value of the asset and charge the impairment as an operating expense in the period in which the determination is made. For other long-lived assets, including
ROU lease assets, the Company evaluates assets for recoverability when there is an indication of potential impairment. If the undiscounted cash flows from a group of assets being evaluated is less than the carrying value of that group of assets,
the fair value of the asset group is determined and the carrying value of the asset group is written down to fair value.
When we perform the quantitative impairment
test for long-lived assets, we examine estimated future cash flows using Level 3 inputs. These cash flows are evaluated by using weighted probability techniques as well as comparisons of past performance against projections. Assets may also be
evaluated by identifying independent market values.
During the three and
six months ended June 30, 2025 and 2024, there were no
The carrying amount of goodwill on June 30, 2025 was as follows:
|
Gross
Goodwill
Balance
|
Accumulated
Impairment
Losses
|
Net
Goodwill
Balance
|
||||||||||
|
Balance as of December 31, 2024
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
|
Adjustments
|
-
|
|
|
|||||||||
|
Balance as of June 30, 2025
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
| 6. |
PROPERTY, EQUIPMENT AND FACILITIES
|
As of June 30, 2025 and December 31, 2024, property, equipment and facilities consisted of the following:
|
Useful life
(years)
|
June 30,
2025
|
December 31,
2024
|
||||||||||
|
Land
|
-
|
$
|
|
$
|
|
|||||||
|
Buildings and improvements
|
|
|
|
|||||||||
|
Equipment, furniture and fixtures
|
|
|
|
|||||||||
|
Vehicles
|
|
|
|
|||||||||
|
Construction in progress
|
-
|
|
|
|||||||||
|
|
|
|||||||||||
|
Less accumulated depreciation and amortization
|
(
|
)
|
(
|
)
|
||||||||
|
$
|
|
$
|
|
|||||||||
Property, equipment and facilities are recorded at cost, with depreciation expense included in our educational services and
facilities and selling, general and administrative expenses in our Condensed Consolidated Statements of Operations.
The increase in property, equipment and facilities was driven
by several factors, including a $35.8 million investment relating to the build-out of the new campuses (Nashville, Tennessee;
Levittown, Pennsylvania; Houston, Texas and Hicksville, New York); $5.0 million in new and expanded programs at various campuses; and $12.2 million of facilities upgrades including security and branding, with the remainder focusing on training materials and equipment. Depreciation and
amortization expense of property, equipment and facilities was $4.7 million and $3.3 million for the three months ended June 30, 2025 and 2024 and $8.5
million and $6.3 million for the six months ended June 30, 2025 and 2024, respectively.
| 7. |
LONG-TERM DEBT
|
Credit Facility
On February 16, 2024, the Company entered into a secured credit agreement (the “Fifth Third Credit Agreement”) with Fifth Third Bank, National Association (the “Bank”), pursuant to
which the Company, as borrower, obtained a revolving credit facility in the aggregate principal amount of $40.0 million including a $10.0 million letter of credit sublimit and a $20.0
million accordion feature (the “Facility”), the proceeds of which are to be used for working capital, general corporate and certain other permitted purposes. The Facility is guaranteed by the Company’s wholly-owned subsidiaries and is secured by
a first priority lien in favor of the Bank on substantially all of the personal property owned by the Company and its subsidiaries. The term of the Facility is 36 months , maturing on February 16, 2027 .
Each advance under the Facility will bear interest on the outstanding principal amount thereof from the date when made at an interest rate determined at the election of the Company
at either the Tranche Rate (which is the forward-looking Secured Overnight Financing Rate (SOFR) for or three months ), or the Base Rate (which is a variable per annum rate, as of any date of determination, equal to the Bank’s Prime Rate), plus an
Applicable Margin. The Applicable Margin is determined pursuant to a Pricing Grid, which for loans subject to the Tranche Rate varies from 1.75 %
to 2.50 % and for loans subject to the Base Rate varies from 0.75 % to 1.50 %. The Applicable Margin may change quarterly based on the
Total Leverage Ratio at such time. The Total Leverage Ratio is determined with respect to the Company and its subsidiaries on a consolidated basis for an applicable quarterly period by dividing the aggregate principal amount of various forms of
borrowed indebtedness as of the last day of a determination period by EBITDA (earnings before interest expense, taxes, depreciation and amortization) for such period. Interest is paid in arrears, either quarterly or monthly depending on the Company’s interest rate election, with the principal due at maturity.
Under the terms of the Fifth Third Credit
Agreement, the Company will pay to the Bank an unused facility fee on the average daily unused balance of the Facility at a rate per annum equal to 0.50 %,
which fee is payable in arrears on dates when interest is due and payable. For the three and six months ended June 30, 2025 the Company paid approximately $0.1 0.1
The Fifth Third Credit Agreement contains
customary representations, warranties and affirmative and negative covenants, as well as events of default customary for facilities of this type.
On July 18, 2024, the Company entered into a first amendment (the “First Amendment”) to the Fifth Third Credit Agreement with Bank. Among other things, the First
Amendment effects certain modifications to (i) clarify certain representations and affirmative covenants of the Company, (ii) clarify certain conditions to each advance, (iii) clarify and/or replace certain events of default and (iv) delete
or revise certain definitions in order to harmonize them with the other modifications made. The First Amendment also contains customary releases, representations, warranties, and reaffirmations consistent with the original terms of the Fifth
Third Credit Agreement. Except as set forth above, the First Amendment does not materially alter the Fifth Third Credit Agreement.
On March 11, 2025, the Company entered into a second amendment (the “Second Amendment”) to the Fifth Third Credit Agreement, which increased the aggregate principal
amount available under the Facility from $40.0 million to $60.0 million. The Second Amendment also expanded the accordion feature from $20.0
million to $25.0 million and extended the maturity date of the Facility from February 16, 2027 to March 7, 2028 .
In connection with the Fifth Third Credit Agreement, total fees paid during 2024 were approximately $0.5 million, which included bank and legal costs, in addition to other customary expenses and reimbursements. These fees were capitalized in the prior year and are being amortized over
the term of the Fifth Third Credit Agreement. During the six months ended June 30, 2025, the Company entered into a Second amendment to the Fifth Third Credit Agreement and incurred additional bank and legal fees of $0.1 million. The fees have were capitalized and are being amortized over the term of the Second amendment.
As of June 30, 2025, the Company had $13.0 million outstanding under the Facility.
|
8.
|
STOCKHOLDERS’ EQUITY
|
As of June 30, 2025, the Company had 100,000,000
shares of Common Stock authorized of which 31,625,285 one vote per share on all matters requiring
shareholder approval. The Company has no t declared or paid any cash dividends on our Common Stock since the Company’s Board of Directors
discontinued our quarterly cash dividend program in February 2015. The Company has no current intentions to resume the payment of cash dividends in the foreseeable future.
Long-Term Incentive Plan
The Company currently has one active
stock incentive plan, the Lincoln Educational Services Corporation 2020 Long-Term Incentive Plan (the “LTIP”).
On March 26, 2020, the Board of Directors adopted the LTIP to provide an incentive to certain directors, officers and employees of the Company to
align their interests in the Company’s success with those of its shareholders through the grant of equity-based awards. On June 16, 2020, the shareholders of the Company approved the LTIP. The LTIP is administered by the Compensation Committee of
the Board of Directors, or such other qualified committee appointed by the Board of Directors, which, among other duties, has the full power and authority to take all actions and make all determinations required or provided for under the LTIP.
Pursuant to the LTIP, the Company may grant options, share appreciation rights, restricted shares, restricted share units, incentive stock options and nonqualified stock options. Under the LTIP, employees may surrender shares to satisfy applicable
income tax withholding on the vested Restricted Stock. The LTIP has a duration of 10 years . On February 23, 2023, the Board of Directors
approved, subject to shareholder approval, an amendment of the LTIP to increase the aggregate number of shares available under the LTIP from 2,000,000
shares to 4,000,000 shares. The amendment was approved and adopted by the shareholders at the Annual Meeting of Shareholders held on May
5, 2023.
Time-Based and Performance-Based Restricted Stock Awards
We provide stock-based compensation to employees, officers and directors in the form of awards of restricted stock awards (“Restricted Stock Awards”) under our LTIP, which are
conditioned upon either continued service (“Time-based Restricted Stock Awards”) or both continued service and achievement of performance goals (“Performance-based Restricted Stock Awards” or “Performance-Based Restricted Stock Shares”).
Performance-based restricted stock shares granted prior to 2025 are eligible to vest only upon achievement of at least 100 % of the
performance target, with no shares vesting unless the target is met. In 2025, the Company granted Performance-based Restricted Stock
Shares to employees, officers, and directors that vest based on the percentage of Adjusted EBITDA achieved for the immediately preceding year. Under such grants, no shares vest in the event that less than 80 % of the target is achieved;
vesting begins at 25 % for 80 %
achievement and increase on a linear scale up to 200 % vesting for achievement of 120 % or more of the target. In 2025, the Company also granted Performance-Based Restricted Stock Shares to certain executives that vest based on the achievement of a
specified percentage of target Adjusted EBITDA for fiscal year 2027. Under such grants, no shares vest in the event that less than 90 % of the target is achieved; vesting begins at 25 %
for 90 % achievement and increases on a linear scale up to 100 % vesting for achievement of 100 % or more of the target.
The Compensation Committee believes that a combination of time-based and Performance-based Restricted Stock Awards, of which performance-based awards comprise 50 % of the total, is well designed to align the interests of directors, officers and employees with those of shareholders by tying compensation to the
achievement of the Company’s long-term performance goals.
The Company accounts for Restricted Stock Awards in accordance with ASC 718 - Compensation-Stock Compensation, recognizing compensation expense based on the grant-date fair value of our Common Stock. Expense is recognized on a straight-line basis over the requisite service period, which is generally the vesting period, and for performance-based awards, only to the extent that it is probable the performance conditions will be achieved.
The expense related to Restricted Stock Awards for the three and six months ended June 30, 2025 was $1.3 million and $2.5 million, respectively, compared to $1.0
million and $2.1
million for the three and six months ended June 30, 2024, respectively. The unrecognized Restricted stock expense as of June 30, 2025 and December 31, 2024 was $1.8 million and $4.3 million, respectively. As of June 30, 2025, the
outstanding shares of Restricted Shares under the LTIP had an aggregate intrinsic value of $18.4 million compared to $11.8 million in the prior year.
For the three and six
months ended June 30, 2025, the Company completed a net share settlement of zero shares and 197,973 shares, respectively, compared to zero shares and 315,611 restricted shares for the three and six months ended June 30, 2024, respectively. The net share settlement was performed on behalf of certain
employees that participate in the LTIP upon the vesting of the restricted shares pursuant to the terms of the LTIP. The net share settlement was in connection with income taxes incurred on restricted shares that vested and were transferred to the
employees during 2025 and/or 2024, creating taxable income for the employees. At the employees’ request, the Company paid these taxes on behalf of the employees in exchange for the employees returning an equivalent value of restricted shares to
the Company. These transactions resulted in a decrease of zero and $3.6 million for the three and six months ended June 30, 2025, respectively, compared to zero
and $3.2 million for the three and six months ended June 30, 2024, respectively. These transactions resulted in a decrease to equity on
the Condensed Consolidated Balance Sheets as the cash payment of the taxes effectively was a repurchase of the restricted shares granted in previous years.
The following is a summary of transactions pertaining to all of our Restricted Stock Awards:
|
Shares
|
Weighted
Average Grant
Date Fair Value
Per Share
|
|||||||
|
Nonvested Restricted Stock outstanding at December 31, 2024
|
|
$
|
|
|||||
|
Granted
|
|
|
||||||
| Canceled |
||||||||
|
Vested
|
(
|
)
|
|
|||||
|
Nonvested Restricted Stock outstanding at June 30, 2025
|
|
$
|
|
|||||
Share Repurchase Program
On May 24, 2022, the Company announced that its Board of Directors had authorized a share repurchase program of up to $30.0 million of the Company’s outstanding Common Stock. The repurchase program was authorized for 12 months . Pursuant to the program, purchases may be made, from time to time, in open-market transactions at prevailing market prices, in privately negotiated transactions or
by other means as determined by the Company’s management and in accordance with applicable federal securities laws. The timing of purchases and the number of shares repurchased under the program will depend on a variety of factors including
price, trading volume, corporate and regulatory requirements and market conditions. The Company retains the right to limit, terminate or extend the share repurchase program at any time without prior notice.
The Board of Directors extended the share repurchase program for an additional 12 months and authorized the repurchase of an additional $10.0 million of the Company’s Common Stock,
for an aggregate of up to $30.6 million in additional repurchases in February 2023 and thereafter in May 2024 and most recently on May 8, 2025, when the Company announced that its Board of Directors had authorized an extension
of the share repurchase program for an additional 12 months
During the six months ended
June 30, 2025 and 2024, the Company did no 29.7 million remaining for additional repurchases under the program. Since inception of the program, the Company has made repurchases of
approximately 1.7 million shares of the Company’s Common Stock at an average share price of $5.95 for an aggregate expenditure of approximately $10.3
million.
| 9. |
COMMITMENTS AND CONTINGENCIES
|
Legal Proceedings
There are no material developments relating to previously disclosed legal proceedings. See the “Legal Proceedings” section of the Company’s Form 10-K and previous Form 10-Qs for information
regarding existing legal proceedings.
In the ordinary conduct of our business, we are subject to additional periodic lawsuits, investigations,
regulatory proceedings and other claims, including, but not limited to, claims involving students or graduates, routine employment matters and business disputes. We cannot predict the ultimate resolution of these lawsuits, investigations,
regulatory proceedings and other claims asserted against us, but we do not believe that any of these matters will have a material adverse effect on our business, financial condition, results of operations or cash flows.
Student Financing Plans
As of June 30, 2025, the Company had outstanding net financing
commitments to its students to assist them in financing their education of approximately $52.0 million, net of interest.
| 10. |
SEGMENTS
|
The Company manages its business, evaluates performance and allocates resources based on two
reportable business segments, Campus Operations and Transitional.
Campus Operations – The Campus Operations segment includes campuses that are continuing in operation and contribute to the Company’s core operations and performance. All of the campuses continuing in operation
are classified in this segment. The majority of the campuses offer programs across various areas of study.
Transitional – The Transitional segment refers to campuses that are marked for closure and are currently being taught out, in addition to campuses that are held-for-sale or sold. The
net assets of the Summerlin, Las Vegas campus were classified as held for sale as of December 31, 2024 and written down by $1.1
million in the fourth quarter of 2024. On January 1, 2025, the Company completed the sale of the Summerlin campus, and no gain
or loss was recognized on the sale. Operating results for the Summerlin campus were classified within the Transitional segment.
The individual operating segments have been aggregated into the two main reportable segments based on the method by which our Chief Operating Decision Maker (“CODM”) evaluates performance and allocates resources and as a result of the Company’s judgment
that the reporting units have similar products, production processes, types of customers, methods of distribution, regulatory environment, and economic characteristics. The Company’s CODM is comprised of a team of executives deemed the “Executive
Committee,” which is made up of the following individuals:
1. Scott Shaw – Chief Executive Officer and Director
2. Brian Meyers – Executive Vice President, Chief Financial Officer, and Treasurer
1. Scott Shaw – Chief Executive Officer and Director
2. Brian Meyers – Executive Vice President, Chief Financial Officer, and Treasurer
The CODM assesses segment financial performance by reviewing segment revenue and segment operating income, which includes
certain Corporate overhead allocations relating directly to the segments disclosed. Some of the allocated costs include the centralization of the Company’s financial aid process, national sales and receivables, and default costs. The CODM will make
decisions to allocate resources based on the review of monthly, quarterly, and annual financial information categorized by segment. The financial information is presented to the CODM using actual-to-actual results and budget-to-actual results.
We evaluate performance based on operating results. Adjustments to reconcile segment results with consolidated results are
included in the caption “Corporate,” which primarily includes unallocated corporate activity.
Summary financial information by
reporting segment is as follows:
|
Three Months Ended June 30,
|
||||||||||||||||||||||||||||||||
|
Consolidated
|
Campus Operations
|
Transitional
|
Corporate
|
|||||||||||||||||||||||||||||
|
2025
|
2024
|
2025
|
2024
|
2025
|
2024
|
2025
|
2024
|
|||||||||||||||||||||||||
|
REVENUE
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
|
COSTS AND EXPENSES:
|
||||||||||||||||||||||||||||||||
|
Instructional
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Books and tools
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Facilities
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Educational services and facilities
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Sales and marketing
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
Student services
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
Bad debt
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
Administrative
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
Selling, general and administrative
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
(Gain) loss on sale of assets
|
(
|
)
|
|
(
|
)
|
|
|
|||||||||||||||||||||||||
|
Total costs and expenses
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
OPERATING INCOME (LOSS)
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||||||||
|
Consolidated
|
Campus Operations
|
Transitional
|
Corporate
|
|||||||||||||||||||||||||||||
|
2025
|
2024
|
2025
|
2024
|
2025
|
2024
|
2025
|
2024
|
|||||||||||||||||||||||||
|
REVENUE
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|
$
|
|
$
|
|
||||||||||||||||
|
COSTS AND EXPENSES:
|
||||||||||||||||||||||||||||||||
|
Instructional
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Books and tools
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Facilities
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Educational services and facilities
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Sales and marketing
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
Student services
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
Bad debt
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
Administrative
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
Selling, general and administrative
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
(Gain) loss on sale of assets
|
(
|
)
|
|
(
|
)
|
|
|
|||||||||||||||||||||||||
|
Total costs and expenses
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
OPERATING INCOME (LOSS)
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||
|
11.
|
FAIR VALUE
|
The accounting
framework for determining fair value includes a hierarchy for ranking the quality and reliability of the information used to measure fair value, which enables the reader of the financial statements to assess the inputs used to develop those
measurements. The fair value hierarchy consists of three tiers:
Level 1: Defined as quoted market prices in active markets for identical assets or liabilities.
Level 2: Defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active,
model-based valuation techniques for which all significant assumptions are observable in the market or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3: Defined as unobservable inputs that are not corroborated by market data.
The Company measures the fair value of money market funds and treasury bills using Level 1 inputs. Pricing sources may
include industry standard data providers, security master files from large financial institutions and other third-party sources used to determine a daily market value.
The
following table presents the fair value of the financial instruments measured on a recurring basis as of June 30, 2025 and December 31, 2024, respectively.
|
June 30, 2025
|
||||||||||||||||||||
|
Carrying
|
Quoted Prices
in Active
Markets for
Identical
Assets
|
Significant
Other
Observable
Inputs
|
Significant
Unobservable
Inputs
|
|||||||||||||||||
|
Amount
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
Total
|
||||||||||||||||
|
Cash equivalents:
|
||||||||||||||||||||
|
Money market fund
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Total cash equivalents
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
December 31, 2024
|
||||||||||||||||||||
|
Carrying
|
Quoted Prices
in Active
Markets for
Identical
Assets
|
Significant
Other
Observable
Inputs
|
Significant
Unobservable
Inputs
|
|||||||||||||||||
|
Amount
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
Total
|
||||||||||||||||
|
Cash equivalents:
|
||||||||||||||||||||
|
Money market fund
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Total cash equivalents
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
The carrying amount of the Company’s financial instruments, including cash
equivalents, short-term investments, prepaid expenses and other current assets, accrued expenses and other short-term liabilities, approximates fair value due to the short-term nature of these items.
|
12.
|
STUDENT RECEIVABLES
|
Student receivables represent funds owed to us in exchange for the educational
services provided to a student. Student receivables are reflected net of an allowance for credit losses at the end of the reporting period. Student receivables, net, are reflected on our Condensed Consolidated Balance Sheets as components of both
current and non-current assets.
Our students pay for their costs through a variety of funding sources, including federal loan and grant programs,
institutional payment plans, Veterans Administration and other military funding and grants, private and institutional scholarships and cash payments. Cash receipts from government-related sources are typically received during the current academic
term. Students who have not applied for any type of financial aid generally set up a payment plan with the institution and make payments on a monthly basis as per the terms of the payment plan. A student receivable balance is written off when deemed uncollectable, which is typically once
a student is out of school and there has been no payment activity on the account for 150 days . If, however, the student does
remit a payment during this time period, the 150-day policy for write-off starts again until either (1) the student continues making
payments, or (2) the student does not make any additional payments after which the student receivable balance is written off after 150 days .
In an effort to reduce the risk for writing off a student’s account, the Company employs a continuous collection effort to minimize exposure from outstanding receivables.
Students enrolled in the Company’s programs are provided with a variety of funding resources, including financial aid, grants, scholarships and private loans. After
exhausting all fund options, if the student is still in need of
additional financing, the Company may offer an institutional loan as a lender of last resort.
Our standard student receivable allowance is based on an estimate of lifetime
expected credit losses on student receivables that considers vintages of receivables to determine a loss rate. In considering lifetime credit losses, if the expected life goes beyond the Company’s reasonable ability to forecast, the Company then
reverts back to historical loss experience as an indicator of collections. In determining the expected credit losses for the period, student receivables were disaggregated and pooled into two different categories to refine the calculation. Other
information considered included external factors outside the Company’s control. Given that collection history during the COVID-19 pandemic was not considered to be a reliable indicator of a student’s repayment history, the Company adjusted the
historical loss calculation by normalizing the financial data relating to that time period. Our estimation methodology further considered a number of quantitative and qualitative factors that, based on our collection experience, we believe have an
impact on our repayment risk and ability to collect student receivables. Changes in the trends in any of these factors may impact our estimate of the allowance for credit losses. These factors include, but are not limited to: internal repayment
history, student status, changes in the current economic condition, legislative or regulatory environments, internal cash collection forecasts and the ability to complete the federal financial aid process with the student. These factors are
monitored and assessed on a regular basis. Overall, our allowance estimation process for student receivables is validated by trending analysis and comparing estimated and actual performance.
Student Receivables
The Company has student receivables that are due greater than 12 months from the
date of our Condensed Consolidated Balance Sheets. As of June 30, 2025 and December 31, 2024, the amount of non-current student receivables under payment plans that is longer than 12 months in duration, net of allowance for credit losses, was $21.1 million and $19.6 million,
respectively.
The following table presents the amortized cost basis of student receivables as of June 30, 2025, by year of origination.
| June 30, 2025 |
|||||||||||||
|
Student
|
Six Months Ended
|
||||||||||||
|
Year
|
Receivables (1)
|
Write-Off’s (2)
|
|||||||||||
|
2025
|
$
|
|
2025
|
$
|
|
||||||||
|
2024
|
|
2024
|
|
||||||||||
|
2023
|
|
2023
|
|
||||||||||
|
2022
|
|
2022
|
|
||||||||||
|
2021
|
|
2021
|
|
||||||||||
|
Prior
|
|
Prior
|
|
||||||||||
|
Total
|
$
|
|
Total
|
$
|
|
||||||||
|
(1)
|
|
|
(2)
|
|
The Company does not utilize or maintain data pertaining to student credit information.
Allowance for Credit Losses
We define student receivables as
a portfolio segment under ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC 326”).
Changes in our current and non-current allowance for credit losses related to our student receivable portfolio were calculated in accordance with ASC 326 for the six months ended June 30, 2025 and 2024, respectively.
| Six Months Ended June 30, | |||||||||
| 2025 | 2024 | ||||||||
|
Balance, beginning of period
|
$ | $ | |||||||
|
Provision for credit losses
|
|||||||||
|
Write-off’s
|
( |
) | ( |
) | |||||
|
Balance, at end of period
|
$ | $ | |||||||
Fair Value Measurements
The carrying amount reported in our Condensed Consolidated Balance Sheets for the
current portion of student receivables approximates fair value because of the nature of these financial instruments, as they generally have short maturity periods. It is not practicable to estimate the fair value of the non-current portion of
student receivables, since observable market data is not readily available and no reasonable estimation methodology exists.
| Item 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
All references in this Quarterly Report on Form 10-Q (“Form 10-Q”) to “we,” “our,” “us” and the “Company” refer to Lincoln Educational Services Corporation and its subsidiaries unless the context indicates otherwise.
The following discussion may contain forward-looking statements regarding the Company, our business, prospects, and our results of operations that are subject to certain risks and uncertainties posed by many factors and
events that could cause our actual business, prospects, and results of operations to differ materially from those that may be anticipated by such forward-looking statements. Such statements may be identified by the use of words such as “expect,”
“estimate,” “assume,” “believe,” “anticipate,” “may,” “will,” “forecast,” “outlook,” “plan,” “project,” or similar words and include, without limitation, statements relating to future enrollment, revenues, revenues per student, earnings growth,
operating expenses, capital expenditures, and the effect of pandemics and its ultimate effect on the Company’s business and results. These statements are based on the Company’s current expectations and are subject to a number of assumptions, risks
and uncertainties. Additional factors that could cause or contribute to differences between our actual results and those anticipated include, but are not limited to, those described in the “Risk Factors” section of our Form 10-K and in our other
filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to revise any forward-looking statements in order to reflect
events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made by us in this Form 10-Q and in our other reports filed with the SEC that advise interested parties of the risks
and factors that may affect our business.
The Company’s business is organized into two reportable business segments: Campus Operations; and Transitional. The Campus Operations segment includes campuses that are continuing in operation and contribute to the Company’s core operations and
performance. The Transitional segment refers to campuses that have been marked for closure and are being taught out. As of June 30, 2025 no campuses were classified in the Transitional segment. In the prior year,
the Company’s Summerlin, Las Vegas campus was classified in the Transitional segment and its sale was consummated on January 1, 2025.
We evaluate performance based on operating results. Adjustments to reconcile segment results with consolidated results are included in the caption “Corporate,” which primarily includes unallocated corporate activity. The interim financial statements and related notes thereto appearing elsewhere in this Form 10-Q and the discussions contained herein should be read in conjunction with the annual financial statements and notes thereto included in
our Form 10-K, which includes audited Consolidated Financial Statements for the last three fiscal years ended December 31, 2024.
General
Lincoln Educational Services Corporation and its subsidiaries (collectively, the “Company”, “we”, “our”, and “us”, as applicable) provide diversified career-oriented postsecondary education to recent high school graduates
and working adults. The Company, which currently operates 21 campuses in 12 states, has entered into leases for two new campuses: one in Houston, Texas, with programs expected to begin in the second half of 2025, and one in Hicksville, New York,
with programs expected to begin by the end of 2026. The Company entered into the Houston lease and Hicksville lease on October 31, 2023 and December 12, 2024, respectively. The Company offers programs in skilled trades, automotive, health sciences
and information technology. The schools operate under the brands Lincoln Technical Institute, Lincoln College of Technology and Nashville Auto Diesel College.
Most of the Company’s campuses serve major metropolitan markets and each typically offers courses in multiple areas of study. Five of the campuses are destination schools, which attract students from across the
United States and, in some cases, from abroad. The Company’s other campuses primarily attract students from their local communities and surrounding areas. All of the campuses are nationally accredited and are eligible to participate in federal
financial aid programs administered by the U.S. Department of Education (“the DOE”) and applicable state education agencies and accrediting commissions which allow students to apply for and access federal student loans as well as other forms of
financial aid. The Company was incorporated in New Jersey in 2003 as the successor-in-interest to various acquired schools including Lincoln Technical Institute, Inc. which opened its first campus in Newark, New Jersey in 1946.
Critical Accounting Policies and Estimates
For a description of our critical accounting policies and estimates, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” and Note 1
to the Consolidated Financial Statements included in our Form 10-K and Note 1 to the Condensed Consolidated Financial Statements included in this Form 10-Q.
Effect of Inflation
Inflation has not had a material effect on our operations.
Business Strategy
Key elements of our business strategy include:
| • |
Expand Geographically. We plan to open new campuses and enter new markets using existing resources or acquisitions. We have signed leases for a new campus in Houston, Texas that
we expect to open in the second half of 2025 and for a new campus in Hicksville, New York that we expect will open by the end of 2026.
|
| • |
Replicate Programs and Expand Existing Areas of Study. We are expanding our program portfolio by introducing in-demand offerings at existing campuses and replicating proven
in-demand offerings across locations.
|
| • |
Increase Operating Efficiency. We aim to improve margins and scalability by centralizing operations, standardizing curricula, and leveraging technology to streamline campus
functions.
|
| • |
Maximize Utilization of Existing Facilities. We focus on increasing facility usage through enrollment growth, new programs, and industry partnerships.
|
| • |
Expand Teaching Platform. We are transitioning to a hybrid teaching platform, Lincoln 10.0, the implementation of which has been substantially completed and is expected to be
finalized by the end of the year for all planned programs, to offer greater flexibility, efficiency, and value to students.
|
Planned campus openings
|
Campus Location
|
Type
|
Status
|
Opening Date
|
|
East Point, GA
|
New Campus
|
Opened
|
March 2024
|
|
Nashville, TN
|
Campus Relocation
|
Opened
|
March 2025
|
|
Levittown, PA
|
Campus Relocation
|
Opened
|
August 2025
|
|
Houston, TX
|
New Campus
|
In Progress
|
Second half of 2025
|
|
Hicksville, NY
|
New Campus
|
In Progress
|
By the end of 2026
|
Results of Operations for the Three and Six Months Ended June 30, 2025
The following table sets forth selected Condensed Consolidated Statements of Operations data as a percentage of revenues for each of the periods indicated:
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
|
June 30,
|
June 30,
|
|||||||||||||||
|
2025
|
2024
|
2025
|
2024
|
|||||||||||||
|
Revenue
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
||||||||
|
Costs and Expenses:
|
||||||||||||||||
|
Educational services and facilities
|
40.2
|
%
|
44.3
|
%
|
40.3
|
%
|
42.9
|
%
|
||||||||
|
Selling, general and administrative
|
57.6
|
%
|
56.2
|
%
|
57.3
|
%
|
57.4
|
%
|
||||||||
|
(Gain) loss on sale of assets
|
-0.2
|
%
|
0.6
|
%
|
-0.2
|
%
|
0.4
|
%
|
||||||||
|
Total costs and expenses
|
97.5
|
%
|
101.1
|
%
|
97.3
|
%
|
100.8
|
%
|
||||||||
|
Operating income (Loss)
|
2.5
|
%
|
-1.1
|
%
|
2.7
|
%
|
-0.8
|
%
|
||||||||
|
Interest income (expense), net
|
-0.7
|
%
|
0.0
|
%
|
2.7
|
%
|
0.0
|
%
|
||||||||
|
Income (Loss) from operations before income taxes
|
1.8
|
%
|
1.1
|
%
|
5.4
|
%
|
-0.7
|
%
|
||||||||
|
Provision for income taxes
|
0.4
|
%
|
-0.4
|
%
|
0.6
|
%
|
-0.3
|
%
|
||||||||
|
Net income (Loss)
|
1.3
|
%
|
-0.7
|
%
|
4.8
|
%
|
-0.4
|
%
|
||||||||
Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
Consolidated Results of Operations
Revenue. Revenue increased $13.6 million, or 13.2% to $116.5 million for the three months ended June 30, 2025 from $102.9 million in the prior year comparable
period. Revenue growth was primarily due to a 16.0% increase in average student population, reflecting 21.4% start growth during the first half in 2025 from our campus operations.
|
Three months ended June 30,
|
||||||||||||||||||||||||
|
Consolidated
|
2025
|
7/1 starts*
|
2025*
|
|
2024
|
% Change
|
% Change*
|
|||||||||||||||||
|
Revenue (millions)
|
$
|
116.5
|
$
|
102.9
|
13.2
|
%
|
||||||||||||||||||
|
Total new student starts
|
3,157
|
2,764
|
5,921
|
4,953
|
-36.3
|
%
|
19.5
|
%
|
||||||||||||||||
|
Average student population
|
15,554
|
460
|
16,014
|
13,811
|
12.6
|
%
|
16.0
|
%
|
||||||||||||||||
|
End of period student population
|
14,356
|
2,764
|
17,120
|
14,481
|
-0.9
|
%
|
18.2
|
%
|
||||||||||||||||
* Includes 2,764 student starts on July 1, 2025, to align with comparable student start activity in the prior year which occurred in the last week of June 2024
|
Three Months Ended June 30,
|
||||||||||||||||||||||||||||||||
|
Consolidated
|
Campus Operations
|
Transitional
|
Corporate
|
|||||||||||||||||||||||||||||
|
2025
|
2024
|
2025
|
2024
|
2025
|
2024
|
2025
|
2024
|
|||||||||||||||||||||||||
|
REVENUE
|
$
|
116,474
|
$
|
102,914
|
$
|
116,474
|
$
|
101,233
|
$
|
-
|
$
|
1,681
|
$
|
-
|
$
|
-
|
||||||||||||||||
|
COSTS AND EXPENSES:
|
||||||||||||||||||||||||||||||||
|
Instructional
|
23,544
|
22,911
|
23,544
|
22,301
|
-
|
610
|
-
|
-
|
||||||||||||||||||||||||
|
Books and tools
|
6,769
|
7,650
|
6,769
|
7,464
|
-
|
186
|
-
|
-
|
||||||||||||||||||||||||
|
Facilities
|
11,933
|
11,852
|
11,933
|
11,617
|
-
|
235
|
-
|
-
|
||||||||||||||||||||||||
|
Depreciation and amortization
|
4,545
|
3,148
|
4,545
|
3,130
|
-
|
18
|
-
|
-
|
||||||||||||||||||||||||
|
Educational services and facilities
|
46,791
|
45,561
|
46,791
|
44,512
|
-
|
1,049
|
-
|
-
|
||||||||||||||||||||||||
|
Sales and marketing
|
18,872
|
18,070
|
18,872
|
17,639
|
-
|
431
|
-
|
-
|
||||||||||||||||||||||||
|
Student services
|
6,363
|
5,425
|
6,363
|
5,205
|
-
|
220
|
-
|
-
|
||||||||||||||||||||||||
|
Bad debt
|
13,177
|
13,323
|
13,177
|
13,098
|
-
|
225
|
-
|
-
|
||||||||||||||||||||||||
|
Administrative
|
28,484
|
20,872
|
12,218
|
10,037
|
-
|
265
|
16,266
|
10,570
|
||||||||||||||||||||||||
|
Depreciation and amortization
|
165
|
175
|
-
|
-
|
-
|
-
|
165
|
175
|
||||||||||||||||||||||||
|
Selling, general and administrative
|
67,061
|
57,865
|
50,630
|
45,979
|
-
|
1,141
|
16,431
|
10,745
|
||||||||||||||||||||||||
|
(Gain) loss on sale of assets
|
(256
|
)
|
604
|
(256
|
)
|
601
|
- |
- |
-
|
3
|
||||||||||||||||||||||
|
Total costs and expenses
|
113,596
|
104,030
|
97,165
|
91,092
|
-
|
2,190
|
16,431
|
10,748
|
||||||||||||||||||||||||
|
OPERATING INCOME (LOSS)
|
$
|
2,878
|
$
|
(1,116
|
)
|
$
|
19,309
|
$
|
10,141
|
$
|
-
|
$
|
(509
|
)
|
$
|
(16,431
|
)
|
$
|
(10,748
|
)
|
||||||||||||
Educational services and facilities expense. Educational services and facilities expense increased by $1.2 million, or 2.7%, to
$46.8 million for the three months ended June 30, 2025, compared to $45.6 million for the same period in 2024. This increase includes a $1.0 million reduction related to the Transitional segment, which incurred expenses in the prior year but not in
the current period. On a comparable basis, educational services and facilities expense increased by $2.3 million.
The primary driver of the increase was $1.4 million or 44.3% in depreciation expense, largely resulting from capital investments to support our growth initiatives, including two new campus expansions, new program development, and the relocation
of two campuses to modern facilities. The remaining increase was attributable to higher costs associated with supporting a larger student population, including market-based adjustments to instructional compensation to remain competitive and retain
talent.
As a percentage of revenue, instructional expenses decreased to 20.2% for the three months ended June 30, 2025, from 22.3% in the prior-year period, reflecting improved operating efficiency. Similarly, educational services and facilities expense
as a percentage of revenue declined to 40.2% from 44.3% in the prior year. These improvements demonstrate continued margin expansion as we scale operations.
Selling, general and administrative expense. Selling, general and administrative expense increased $9.2 million, or 15.9% to $67.1 million for the three months ended June 30, 2025, compared to $57.9 million for the same period in 2024. This includes a $1.1 million reduction related to the Transitional segment, which had expenses in the prior year but none in the current period.
Administrative expenses rose $7.6 million, or 36.5%, primarily due to higher medical claims and increased costs associated with our expanding student population and improved financial performance.
Student services expense increased $0.9 million or 17.3%, driven by continued investments in staffing and support infrastructure to serve a growing student base.
Marketing expense increased modestly by $0.3 million, or 2.8%. Despite the increase in absolute dollars, marketing expense declined as a percentage of revenue, reflecting improved efficiency. Notably, cost per start
declined 14.0% compared to the prior-year period, underscoring a higher return on marketing investment.
Selling, general and administrative expenses, as a percentage of revenue was 57.6% for the three months ended June 30, 2025, compared to 56.2% for the same period in 2024.
(Gain) Loss on Sale of Assets. Gain on sale was $0.3 million for the three months ended June 30, 2025, compared to a loss of $0.6 million in the prior year.
Net interest income/(expense). Net interest expense was $0.8 million for the three months
ended June 30, 2025, compared to an immaterial amount in the same period in 2024. The increase was primarily driven by a reduction in interest income resulting from lower average cash balances during the period, as funds were used for capital
expenditures.
Income taxes. Income tax provision was $0.5 million for the three months ended June 30, 2025, representing an effective tax rate of 25.1% of pre-tax income. This compares to an income
tax benefit of $0.5 million in the prior-year period, which reflected a 40.4% effective tax rate on a pre-tax net loss. The change in effective tax rate was primarily driven by the shift from a pre-tax loss to pre-tax income, as well as the impact
of discrete tax items recognized in each period.
Segment Results of Operations
The Company’s business is organized into two reportable business segments: Campus Operations and Transitional. These segments are defined below:
Campus Operations – The Campus Operations segment includes all campuses that are continuing in operation and contribute to the Company’s
core operations and performance.
Transitional – The Transitional segment refers to campuses that have been marked for closure and are being taught out. As of June 30, 2025, no campuses were
classified in the Transitional segment. During the prior year, the Company’s Summerlin, Las Vegas campus was classified in the Transitional segment. The sale of the Summerlin campus was consummated on January 1, 2025.
We evaluate performance based on operating results. Adjustments to reconcile segment results with consolidated results are included in the caption “Corporate,” which primarily includes unallocated corporate activity.
The following table presents selected operating metrics for our two reportable segments for the three months ended June 30, 2025 and 2024:
|
Three Months Ended June 30,
|
||||||||||||||||||||
|
2025
|
2025*
|
2024
|
% Change
|
% Change*
|
||||||||||||||||
|
Revenue:
|
||||||||||||||||||||
|
Campus Operations
|
$
|
116,474
|
$
|
101,233
|
15.1
|
%
|
||||||||||||||
|
Transitional
|
-
|
1,681
|
-100.0
|
%
|
||||||||||||||||
|
Total
|
$
|
116,474
|
$
|
102,914
|
13.2
|
%
|
||||||||||||||
|
Operating Income (loss):
|
||||||||||||||||||||
|
Campus Operations
|
$
|
19,310
|
$
|
10,141
|
90.4
|
%
|
||||||||||||||
|
Transitional
|
-
|
(509
|
)
|
100.0
|
%
|
|||||||||||||||
|
Corporate
|
(16,432
|
)
|
(10,748
|
)
|
-52.9
|
%
|
||||||||||||||
|
Total
|
$
|
2,878
|
$
|
(1,116
|
)
|
357.8
|
%
|
|||||||||||||
|
Starts:
|
||||||||||||||||||||
|
Campus Operations
|
3,157
|
5,921
|
4,863
|
-35.1
|
%
|
21.8
|
%
|
|||||||||||||
|
Transitional
|
-
|
-
|
90
|
-100.0
|
%
|
-100.0
|
%
|
|||||||||||||
|
Total
|
3,157
|
5,921
|
4,953
|
-36.3
|
%
|
19.5
|
%
|
|||||||||||||
|
Average Population:
|
||||||||||||||||||||
|
Campus Operations
|
15,554
|
16,014
|
13,491
|
15.3
|
%
|
18.7
|
%
|
|||||||||||||
|
Transitional
|
-
|
-
|
320
|
-100.0
|
%
|
-100.0
|
%
|
|||||||||||||
|
Total
|
15,554
|
16,014
|
13,811
|
12.6
|
%
|
16.0
|
%
|
|||||||||||||
|
End of Period Population:
|
||||||||||||||||||||
|
Campus Operations
|
14,356
|
17,120
|
14,198
|
1.1
|
%
|
20.6
|
%
|
|||||||||||||
|
Transitional
|
-
|
-
|
283
|
-100.0
|
%
|
-100.0
|
%
|
|||||||||||||
|
Total
|
14,356
|
17,120
|
14,481
|
-0.9
|
%
|
18.2
|
%
|
|||||||||||||
|
*
|
Includes 2,764 student starts on July 1, 2025, to align with comparable student start activity in the prior year which occurred in the last week of June 2024
|
Campus Operations
Operating income increased $9.2 million, or 90.4% to $19.3 million for the three months ended June 30, 2025 from $10.1 million in the prior year comparable period. The change compared to the prior year comparable period
was mainly driven by the following factors:
| • |
Revenue increased $15.2 million, or 15.1% to $116.5 million for the three months ended June 30, 2025 from $101.2 million in the prior year comparable period. Revenue growth was primarily due to a 18.7%
increase in average student population.
|
| • |
Educational services and facilities expense increased $2.3 million, or 5.1% to $46.8 million for the three months ended June 30, 2025 from $44.5 million in the prior year comparable period. The primary
driver of the increase was $1.4 million in depreciation expense, largely resulting from capital investments to support our growth initiatives, including campus expansions, new program development, and the relocation of certain
campuses to updated, modern facilities. The remaining increase was attributable to higher costs associated with supporting a larger student population.
|
| • |
Total educational services and facilities expense and instructional expense declined as a percentage of revenue by 3.8% and 1.8%, respectively for the three months ended June 30, 2025, compared to the prior
year comparable period, reflecting continued margin expansion.
|
| • |
Selling, general, and administrative expenses increased $4.6 million, or 10.1%, to $50.6 million for the quarter ended June 30, 2025, compared to $46.0 million in the prior year. This increase was primarily driven by higher
administrative expenses associated with supporting a larger student population, as well as increased medical claims. Additionally, student services costs rose in line with the growing student base. While sales and marketing expenses
increased in absolute terms, marketing efficiency improved, as demonstrated by a 14.0% decrease in cost per start.
|
Transitional
In the fourth quarter of 2024, the Board of Directors approved a plan to close the Summerlin, Las Vegas campus. The sale of the Summerlin campus was consummated on January 1, 2025. During the prior year, the Summerlin
campus was classified in the Transitional segment.
| • |
Revenue decreased $1.7 million, or 100.0% to zero for the three months ended June 30, 2025, from $1.7 million in the prior year comparable period.
|
| • |
Total operating expenses decreased $2.2 million, or 100.0% to zero for the three months ended June 30, 2025, from $2.2 million in the prior year comparable period.
|
The change in operating performance was the result of closing the Summerlin campus and no longer enrolling new students at the campus.
Corporate and Other
This category includes unallocated expenses incurred on behalf of the entire Company. Corporate and other expenses were $16.4 million for the three months ended June 30, 2025, compared to $10.7 million in the prior year. The increase was
primarily driven by higher salaries and benefits due to workforce expansion to support a larger student population and to execute our growth initiatives. Additionally, medical claims increased, and performance-based incentive compensation
increased in line with improved financial performance.
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Consolidated Results of Operations
Revenue. Revenue increased $27.7 million, or 13.4% to $234.0 million for the six months ended June 30, 2025 from $206.3 million in the prior year comparable
period. Revenue growth was primarily due to a 14.5% increase in average student population.
|
Six months ended June 30,
|
||||||||||||||||||||||||
|
Consolidated
|
2025
|
7/1 starts
|
2025*
|
|
2024
|
% Change
|
% Change*
|
|||||||||||||||||
|
Revenue (millions)
|
$
|
234.0
|
$
|
206.3
|
13.4
|
%
|
||||||||||||||||||
|
Total new student starts
|
7,767
|
2,764
|
10,531
|
8,920
|
-12.9
|
%
|
18.1
|
%
|
||||||||||||||||
|
Average student population
|
15,511
|
231
|
15,742
|
13,745
|
12.8
|
%
|
14.5
|
%
|
||||||||||||||||
|
End of period student population
|
14,356
|
2,764
|
17,120
|
14,481
|
-0.9
|
%
|
18.2
|
%
|
||||||||||||||||
|
*
|
Includes 2,764 student starts on July 1, 2025, to align with comparable student start activity in the prior year which occurred in the last week of June 2024
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||||||||
|
Consolidated
|
Campus Operations
|
Transitional
|
Corporate
|
|||||||||||||||||||||||||||||
|
2025
|
2024
|
2025
|
2024
|
2025
|
2024
|
2025
|
2024
|
|||||||||||||||||||||||||
|
REVENUE
|
$
|
233,980
|
$
|
206,281
|
$
|
233,980
|
$
|
202,555
|
$
|
-
|
$
|
3,726
|
$
|
-
|
$
|
-
|
||||||||||||||||
|
COSTS AND EXPENSES:
|
||||||||||||||||||||||||||||||||
|
Instructional
|
46,559
|
45,422
|
46,559
|
44,195
|
-
|
1,227
|
-
|
-
|
||||||||||||||||||||||||
|
Books and tools
|
14,477
|
14,000
|
14,477
|
13,517
|
-
|
483
|
-
|
-
|
||||||||||||||||||||||||
|
Facilities
|
25,018
|
23,241
|
25,018
|
22,774
|
-
|
467
|
-
|
-
|
||||||||||||||||||||||||
|
Depreciation and amortization
|
8,145
|
5,921
|
8,145
|
5,883
|
-
|
38
|
-
|
-
|
||||||||||||||||||||||||
|
Educational services and facilities
|
94,199
|
88,584
|
94,199
|
86,369
|
-
|
2,215
|
-
|
-
|
||||||||||||||||||||||||
|
Sales and marketing
|
38,573
|
37,829
|
38,573
|
37,020
|
-
|
809
|
-
|
-
|
||||||||||||||||||||||||
|
Student services
|
12,601
|
10,937
|
12,601
|
10,483
|
-
|
454
|
-
|
-
|
||||||||||||||||||||||||
|
Bad debt
|
25,012
|
25,537
|
24,975
|
25,053
|
-
|
484
|
37
|
-
|
||||||||||||||||||||||||
|
Administrative
|
57,452
|
43,690
|
23,160
|
20,278
|
-
|
560
|
34,292
|
22,852
|
||||||||||||||||||||||||
|
Depreciation and amortization
|
327
|
366
|
-
|
-
|
-
|
- |
327
|
366
|
||||||||||||||||||||||||
|
Selling, general and administrative
|
133,965
|
118,359
|
99,309
|
92,834
|
-
|
2,307
|
34,656
|
23,218
|
||||||||||||||||||||||||
|
(Gain) loss on sale of assets
|
(476
|
)
|
913
|
(510
|
)
|
601
|
-
|
- |
34
|
312
|
||||||||||||||||||||||
|
Total costs and expenses
|
227,688
|
207,856
|
192,998
|
179,804
|
-
|
4,522
|
34,690
|
23,530
|
||||||||||||||||||||||||
|
OPERATING INCOME (LOSS)
|
$
|
6,292
|
$
|
(1,575
|
)
|
$
|
40,982
|
$
|
22,751
|
$
|
-
|
$
|
(796
|
)
|
$
|
(34,690
|
)
|
$
|
(23,530
|
)
|
||||||||||||
Educational services and facilities expense. Educational services and facilities expense increased by $5.6 million, or 6.3%, to
$94.2 million for the six months ended June 30, 2025, compared to $88.6 million for the same period in 2024. This increase includes a $2.2 million reduction related to the Transitional segment, which incurred expenses in the prior year but not in
the current period. On a comparable basis, educational services and facilities expense increased by $7.8 million.
The primary driver of the increase was $2.2 million or 37.6% in depreciation expense, largely resulting from capital investments to support our growth initiatives, including two new campus expansions, new program development, and the relocation
of two campuses to modern facilities. The remaining increase was attributable to higher costs associated with supporting a larger student population, including market-based adjustments to instructional compensation to remain competitive and retain
talent.
As a percentage of revenue, instructional expenses decreased to 19.9% for the six months ended June 30, 2025, from 22.0% in the prior-year period, reflecting improved operating efficiency. Similarly, educational services and facilities expense
as a percentage of revenue declined to 40.3% from 42.9% in the prior year. These improvements demonstrate continued margin expansion as we scale operations.
Selling, general and administrative expense. Selling, general and administrative expense increased $15.6 million, or 13.2%, to $134.0 million for the six months ended June 30, 2025,
compared to $118.4 million for the same period in 2024. This includes a $2.3 million reduction related to the Transitional segment, which had expenses in the prior year but none in the current period.
Administrative expenses rose $13.8 million, or 31.5%, primarily due to higher medical claims and increased costs associated with our expanding student population and improved financial performance.
Student services expense increased $1.7 million, or 15.2%, driven by continued investments in staffing and support infrastructure to serve a growing student base.
Marketing expense slightly decreased by $0.5 million or 2.3% year over year, demonstrating improved efficiencies. Notably, cost per start declined 17.3% compared to the prior-year period, underscoring a higher return on marketing investment.
Selling, general and administrative expenses, as a percentage of revenue, was 57.3%, consistent with the prior year.
(Gain) Loss on Sale of Assets. Gain on sale was $0.5 million for the six months ended June 30, 2025, compared to a loss of $0.9 million in the prior year.
Net interest income/(expense). Net interest expense was $1.4 million for the six months ended
June 30, 2025 compared to net interest income of $0.1 million for the six months ended June 30, 2024, primarily driven by a reduction in interest income resulting from lower average cash balances during the period, as funds were used for capital
expenditures.
Income taxes. Income tax provision was $1.4 million for the six months ended June 30, 2025, representing an effective tax rate of 28.6% of pre-tax income. This compares to an income
tax benefit of $0.6 million in the prior-year period, which reflected a 39% effective tax rate on a pre-tax net loss.
Segment Results of Operations
We evaluate performance based on operating results. Adjustments to reconcile segment results with consolidated results are included in the caption “Corporate,” which primarily includes unallocated corporate activity.
The following table presents selected operating metrics for our two reportable segments for the six months ended June 30, 2025 and 2024:
|
Six Months Ended June 30,
|
||||||||||||||||||||
|
2025
|
2025*
|
|
2024
|
% Change
|
% Change*
|
|||||||||||||||
|
Revenue:
|
||||||||||||||||||||
|
Campus Operations
|
$
|
233,980
|
$
|
202,555
|
15.5
|
%
|
||||||||||||||
|
Transitional
|
-
|
3,726
|
-100.0
|
%
|
||||||||||||||||
|
Total
|
$
|
233,980
|
$
|
206,281
|
13.4
|
%
|
||||||||||||||
|
Operating Income (loss):
|
||||||||||||||||||||
|
Campus Operations
|
$
|
40,982
|
$
|
22,750
|
80.1
|
%
|
||||||||||||||
|
Transitional
|
-
|
(796
|
)
|
100.0
|
%
|
|||||||||||||||
|
Corporate
|
(34,690
|
)
|
(23,529
|
)
|
-47.4
|
%
|
||||||||||||||
|
Total
|
$
|
6,292
|
$
|
(1,575
|
)
|
499.5
|
%
|
|||||||||||||
|
Starts:
|
||||||||||||||||||||
|
Campus Operations
|
7,767
|
10,531
|
8,675
|
-10.5
|
%
|
21.4
|
%
|
|||||||||||||
|
Transitional
|
-
|
-
|
245
|
-100.0
|
%
|
-100.0
|
%
|
|||||||||||||
|
Total
|
7,767
|
10,531
|
8,920
|
-12.9
|
%
|
18.1
|
%
|
|||||||||||||
|
Average Population:
|
||||||||||||||||||||
|
Campus Operations
|
15,511
|
15,742
|
13,402
|
15.7
|
%
|
17.4
|
%
|
|||||||||||||
|
Transitional
|
-
|
-
|
343
|
-100.0
|
%
|
-100.0
|
%
|
|||||||||||||
|
Total
|
15,511
|
15,742
|
13,745
|
12.8
|
%
|
14.5
|
%
|
|||||||||||||
|
End of Period Population:
|
||||||||||||||||||||
|
Campus Operations
|
14,356
|
17,120
|
14,198
|
1.1
|
%
|
20.6
|
%
|
|||||||||||||
|
Transitional
|
-
|
-
|
283
|
-100.0
|
%
|
-100.0
|
%
|
|||||||||||||
|
Total
|
14,356
|
17,120
|
14,481
|
-0.9
|
%
|
18.2
|
%
|
|||||||||||||
|
*
|
Includes 2,764 student starts on July 1, 2025, to align with comparable student start activity in the prior year which occurred in the last week of June 2024
|
Campus Operations
Operating income increased $18.2 million, or 80.1% to $41.0 million for the six months ended June 30, 2025 from $22.8 million in the prior year comparable period. The change compared to the prior year was mainly driven by
the following factors:
| • |
Revenue increased $31.4 million, or 15.5% to $234.0 million for the six months ended June 30, 2025 from $202.6 million in the prior year comparable period. Revenue growth was primarily due to a 17.4% increase
in average student population.
|
| • |
Educational services and facilities expense increased $7.8 million, or 9.1% to $94.2 million for the six months ended June 30, 2025 from $86.4 million in the prior year comparable period. The primary driver
of the increase was attributable to higher costs associated with supporting a larger student population as well as $2.3 million or 38.4% higher depreciation expense, largely resulting from capital investments to support our growth
initiatives, including campus expansions, new program development, and the relocation of certain campuses to updated, modern facilities.
|
| • |
Selling, general and administrative expenses increased $6.5 million, or 7.0% to $99.3 million for the six months ended June 30, 2025, compared to $92.8 million in the prior year. The increase was primarily
driven by higher administrative expenses associated with supporting a larger student population, as well as increased medical claims. Additionally, student services costs rose in line with the growing student base. While sales and
marketing expenses increased in absolute terms, marketing efficiency improved, as demonstrated by a 17.3% decrease in cost per start.
|
Transitional
In the fourth quarter of 2024, the Board of Directors approved a plan to close the Summerlin, Las Vegas campus. The sale of the Summerlin campus was consummated on January 1, 2025. During the prior year, the Summerlin
campus was classified in the Transitional segment.
| • |
Revenue decreased $3.7 million, or 100.0% to zero for the six months ended June 30, 2025, from $3.7 million in the prior year comparable period.
|
| • |
Total operating expenses decreased $4.5 million, or 100.0% to zero for the six months ended June 30, 2025, from $4.5 million in the prior year comparable period.
|
The change in operating performance was the result of closing the campus and no longer enrolling new students.
Corporate and Other
This category includes unallocated expenses incurred on behalf of the entire Company. Corporate and other expenses were $34.7 million for the six months ended June 30, 2025
compared to $23.5 million in the prior year. The increase was primarily driven by higher salaries and benefits due to workforce expansion to support a larger student population and to execute our growth initiatives. Additionally, medical
claims increased and performance-based incentive compensation increased in line with improved financial performance.
LIQUIDITY AND CAPITAL RESOURCES
Our primary capital requirements are for maintenance and expansion of our facilities and the development of new programs. Our principal source of liquidity has been cash provided by operating activities. The following
chart summarizes the principal elements of our cash flow for each of the three months ended June 30, 2025 and 2024:
|
Six Months Ended
|
||||||||
|
June 30,
|
||||||||
|
2025
|
2024
|
|||||||
|
Net cash used in operating activities
|
$
|
(8,079
|
)
|
$
|
(6,599
|
)
|
||
|
Net cash used in investing activities
|
$
|
(45,772
|
)
|
$
|
(3,007
|
)
|
||
|
Net cash provided by (used in) financing activities
|
$
|
11,279
|
$
|
(3,676
|
)
|
|||
As of June 30, 2025, the Company had $16.7 million in cash and cash equivalents, compared to $67.0 million in cash and cash equivalents as of June 30, 2024. The change in cash position from the prior year
was primarily driven by increased capital expenditures due to campus expansion and continued use of cash in operating activities, partially offset by net proceeds from financing activities.
Our primary source of cash is tuition collected from our students. The majority of students enrolled at our schools rely on funds received under various government-sponsored student financial aid programs to pay a
substantial portion of their tuition and other education-related expenses. The most significant source of student financing is Title IV Programs, which represented approximately 82% of our cash receipts relating to revenues in 2024. Pursuant to
applicable regulations, students must apply for a new loan for each academic period. Federal regulations dictate the timing of disbursements of funds under Title IV Programs and loan funds are generally provided by lenders in two disbursements for
each academic year. The first disbursement is usually received approximately 31 days after the start of a student’s academic year and the second disbursement is typically received at the beginning of the sixteenth week from the start of the
student's academic year. Certain types of grants and other funding are not subject to a 31-day delay. In certain instances, if a student withdraws from a program prior to a specified date, any paid but unearned tuition or prorated Title IV Program
financial aid is refunded according to federal, state and accrediting agency standards.
As a result of the significant amount of Title IV Program funds received by our students, we are highly dependent on these funds to operate our business. Any reduction in the level of Title IV Program funds that our
students are eligible to receive for tuition payment to us or any restriction on our eligibility to receive Title IV Program funds would have a significant impact on our operations and our financial condition. For more information, see Part I,
Item 1A. “Risk Factors - Risks Related to Our Industry” of our Form 10-K.
Operating Activities
Operating cash flow results primarily from cash received from our students, offset by changes in working capital demands. Working capital can vary at any point in time based on several factors including seasonality,
timing of cash receipts and payments and vendor payment terms.
Net cash used in operating activities was $8.1 million for the six months ended June 30, 2025 compared to net cash used in operating activities of $6.6 million in the prior year comparable period. The decrease in cash position was primarily
driven by changes in working capital, partially offset by higher net income.
Investing Activities
Net cash used in investing activities was $45.8 million for the six months ended June 30, 2025 compared to $3.0 million net cash provided by investing activities in the prior year comparable period primarily driven by higher capital expenditures
associated with growth initiatives.
Capital expenditures for the six months ending June 30, 2025 were $46.3 million compared to $12.7 million in prior period. The increase in planned capital expenditures include the buildouts to relocate the Nashville, Tennessee, Levittown,
Pennsylvania campuses and buildout for the new campuses in Houston, Texas and Hicksville, New York. In addition, we continue to invest to expand programs at existing campuses which demonstrate high market demand and successful student outcomes. We
expect to fund future capital expenditures with cash generated from operating activities and cash on hand.
Financing Activities
Net cash provided by financing activities for the six months ended June 30, 2025 was $11.3 million, compared to $3.7 million of cash used in financing activity in the six months ended June 30, 2024. The increase in cash position was primarily
due to net borrowings in the current period.
Credit Facility
On February 16, 2024, the Company entered into a secured credit agreement (the “Fifth Third Credit Agreement”) with Fifth Third Bank, National Association (the “Bank”), pursuant to which the Company, as borrower, obtained
a revolving credit facility in the aggregate principal amount of $40.0 million including a $10.0 million letter of credit sublimit and a $20.0 million accordion feature (the “Facility”), the proceeds of which are to be used for working capital,
general corporate and certain other permitted purposes. The Facility is guaranteed by the Company’s wholly-owned subsidiaries and is secured by a first priority lien in favor of the Bank on substantially all of the personal property owned by the
Company and its subsidiaries. The term of the Facility is 36 months, maturing on February 16, 2027.
Each advance under the Facility will bear interest on the outstanding principal amount thereof from the date when made at an interest rate determined at the election of the Company at either the Tranche Rate (which is the
forward-looking Secured Overnight Financing Rate (SOFR) for one or three months), or the Base Rate (which is a variable per annum rate, as of any date of determination, equal to the Bank’s Prime Rate), plus an Applicable Margin. The Applicable
Margin is determined pursuant to a Pricing Grid, which for loans subject to the Tranche Rate varies from 1.75% to 2.50% and for loans subject to the Base Rate varies from 0.75% to 1.50%. The Applicable Margin may change quarterly based on the Total
Leverage Ratio at such time. The Total Leverage Ratio is determined with respect to the Company and its subsidiaries on a consolidated basis for an applicable quarterly period by dividing the aggregate principal amount of various forms of borrowed
indebtedness as of the last day of a determination period by EBITDA (earnings before interest expense, taxes, depreciation and amortization) for such period. Interest is paid in arrears, either quarterly or monthly depending on the Company’s
interest rate election, with the principal due at maturity.
Under the terms of the Fifth Third Credit Agreement, the Company will pay to the Bank an unused facility fee on the average daily unused balance of the Facility at a rate per annum equal to 0.50%, which fee is
payable in arrears on dates when interest is due and payable. For the three and six months ended June 30, 2025 the Company paid approximately $0.1 million, compared to less than $0.1 million in the three and six months ended June 30,
2024, in unused facility fees, which were expensed as incurred. The Company will also pay to the Bank a letter of credit fee equal to the Applicable Margin for loans subject to the Tranche Rate multiplied by the
maximum amount available to be drawn under such letter of credit. For the three and six months ended June 30, 2025 and 2024 those fees were not material.
The Fifth Third Credit Agreement contains customary representations, warranties and affirmative and negative covenants, as well as events of default customary for facilities of this type.
On July 18, 2024, the Company entered into a first amendment (the “First Amendment”) to the Fifth Third Credit Agreement with Bank. Among other things, the First Amendment effects certain modifications to
(i) clarify certain representations and affirmative covenants of the Company, (ii) clarify certain conditions to each advance, (iii) clarify and/or replace certain events of default, and (iv) delete or revise certain definitions in order to
harmonize them with the other modifications made. The First Amendment also contains customary releases, representations and warranties and reaffirmations consistent with the original terms of the Fifth Third Credit Agreement. Except as set forth
above, the First Amendment does not materially alter the Fifth Third Credit Agreement.
On March 11, 2025, the Company entered into a second amendment (the “Second Amendment”) to the Fifth Third Credit Agreement, which increased the aggregate principal amount available under the Facility from $40.0 million to $60.0 million. The
Second Amendment also expanded the accordion feature from $20.0 million to $25.0 million and extended the maturity date of the Facility from February 16, 2027 to March 7, 2028. The Second Amendment provides additional financial flexibility to
support the Company’s long-term growth objectives. Except as set forth above, the Second Amendment does not materially alter the Fifth Third Credit Agreement.
In connection with the Fifth Third Credit Agreement, total fees paid during 2024 were approximately $0.5 million, which included bank and legal costs, in addition to other customary expenses and reimbursements. These fees have been capitalized
in the prior year and are being amortized over the term of the Fifth Third Credit Agreement. During the six months ended June 30, 2025, the Company has entered into a Second Amendment to the Fifth Third Credit Agreement and has incurred additional
bank and legal fees of $0.1 million. The fees have been capitalized and are being amortized over the term of the Second Amendment.
As of June 30, 2025, the Company had $13.0 million outstanding under the Facility.
Contractual Obligations
Current portion of Long-Term Debt, Long-Term Debt and Lease Commitments. As of June 30, 2025, we had $13.0 million in debt outstanding under the Facility. We
lease offices, educational facilities and various items of equipment for varying periods through the year 2045 at basic annual rental rates (excluding taxes, insurance, and other expenses under certain leases).
As of June 30, 2025, we had outstanding loan principal commitments to our active students of $52.0 million. These are institutional loans and no cash is advanced to students. The full loan amount is not
guaranteed unless the student completes the program. The institutional loans are considered commitments because the students are required to fund their education using these funds and they are not reported on our financial statements.
Regulatory Updates
Negotiated Rulemaking
On April 4, 2025, the DOE published a notice in the Federal Register announcing its intention to commence negotiated rulemaking and to establish one or more negotiated rulemaking committees to prepare proposed regulations related to the Title
IV Programs. The DOE conducted negotiated rulemaking sessions from June 30 to July 2, 2025 to discuss potential proposed regulations on issues related to public service student loan forgiveness and loan repayment plan programs, but did not reach
consensus on the final content of the proposed regulations. The DOE is expected to proceed with preparing and publishing proposed regulations for public notice and comment before publishing final regulations.
On July 24, 2025, the DOE announced in the Federal Register its intent to establish two negotiated rulemaking committees. One committee will consider changes to the federal student loan programs and the other committee will consider changes
to institutional and programmatic accountability, the Pell Grant Program, and other changes to the Title IV, HEA programs. This rulemaking is necessary to implement recent statutory changes to the Title IV, HEA programs included in the OBBB Act,
as well as to implement other Trump Administration priorities.
We cannot predict the timing, scope, and final content of any regulations or guidance the DOE might issue as a result of either of the ongoing negotiated rulemaking processes or during any other process the DOE might complete in the future.
Although some or all of future DOE regulations could be favorable to us and our schools, new DOE regulations could increase the possibility that our schools could be subject to additional reporting requirements, to potential liabilities and
sanctions such as letter of credit requirements, and to potential loss of Title IV eligibility if our efforts to modify our operations to comply with any new requirements are unsuccessful which could have a significant impact on our business and
results of operations.
Congressional and Presidential Action
Political and budgetary concerns significantly affect Title IV Programs. Congress periodically revises the HEA (“Higher Education Act”) and other laws governing Title IV Programs.
See 10-K Part I, Item 1 at “Regulatory Environment – Congressional and Presidential Action.” Congress passed a law signed by the President on July 4, 2025, entitled the “One Big Beautiful Bill Act,” (“the OBBB Act”). The OBBB Act has a general
effective date of July 1, 2026 (with exceptions) and enacts several changes to the HEA that will impact us and our schools including, but not limited to:
| • |
Loan Limits: The OBBB Act establishes new limits on the amount of Title IV loans that students and parents can borrow in some circumstances.
|
| o |
Undergraduate Loans: The OBBB Act places a $20,000 annual limit and a $65,000 aggregate limit on PLUS loans that parents may borrow for undergraduate programs but generally does not change the existing annual and aggregate limits on
loans that students may borrow for undergraduate programs. The reduction in availability of funding could impact the ability of some of our prospective students to enroll and finance their education without access to loans in excess of the
new loan limits. We are currently in the process of evaluating the impact of the new law, but we believe the impact may be limited.
|
| o |
Lifetime Loans: The OBBB Act also establishes a lifetime loan limit of $257,500 for all borrowers (but excluding Federal Direct PLUS loans) and also imposes a requirement to prorate loans to students attending on a less than full-time
basis. We are evaluating these limitations to determine the extent to which they could have an impact on our enrollment and revenues.
|
| o |
Grandfathering Provisions: The OBBB Act contains grandfathering provisions that indicate that the new limits do not apply to currently enrolled borrowers for Direct Loans, and Grad and Parent PLUS loans as of June 30, 2026. These student
borrowers can continue to borrow under current limits up to the current program of study’s “expected time to completion” which is the lesser of 3 years or the difference between the length of the program the student is currently enrolled in
and the period of program the student has completed as of July 1, 2026.
|
|
•
|
Accountability Metrics: The OBBB Act imposes new accountability metrics on undergraduate degree and graduate programs that must be met in order for the program to avoid losing Direct Loan eligibility. Ten Lincoln schools offer
undergraduate degree programs. Specifically, an undergraduate degree program does not comply with the accountability metric if the majority of completers four years after graduation earn less than the median high school graduate in the
same state who is a working adult, with only a high school diploma or GED and is not enrolled in higher education. If a program fails to comply with the applicable accountability metric for two years in a three-year period, the program
loses its Direct Loan eligibility for a period of at least 2 years. The program does not lose eligibility until the institution has an opportunity to appeal the determination under rules to be established by the DOE. If the program
fails to comply with the applicable accountability metric for one year, the institution is required to provide disclosures to students regarding the potential for the program to lose eligibility.
|
|
The new accountability metrics do not apply to our non-degree undergraduate programs (although all our non-degree and degree programs are within the scope of the gainful employment regulations). See 10-K Part I, Item 1 at “Regulatory
Environment – Gainful Employment.” Moreover, we are still reviewing the new law and waiting for further rules and guidance from the DOE regarding the implementation of the new law. Accordingly, it is difficult for us to predict with
certainty how our educational programs will perform under the new metrics and the extent to which certain programs, if any, could lose Direct Loan eligibility.
|
|
•
|
Regulatory Relief: The OBBB Act also delays until July 1, 2035 the effective date of the borrower defense to repayment and closed school loan discharge regulations, originally published on November 1, 2022. Instead, for loans
originated prior to July 1, 2035, the OBBB Act restores and revives the borrower defense to repayment regulations that previously took effect on July 1, 2020, and the closed school loan discharge regulations that were in effect prior to
the November 1, 2022 regulations. See 10-K Part I, Item 1 at “Business – Regulatory Environment – Borrower Defense to Repayment” and “Business – Regulatory Environment – Closed School Loan Discharges.”
|
The OBBB Act has a general effective date of July 1, 2026 with certain exceptions and grandfathering provisions. We cannot predict the timing and content of any rules or guidance the DOE may issue to implement or interpret the OBBB Act, nor can
we predict with certainty the extent to which our schools and our educational programs will be able to comply with the revised requirements or the extent to which the revisions and reduced aid eligibility will impact our enrollments.
Seasonality
Our revenue and operating results normally fluctuate as a result of seasonal variations in our business, principally due to changes in total student population. Student population varies due to new
student enrollments, graduations and student attrition. Historically, our schools have had lower student populations in our first and second quarters and we have experienced larger class starts in the third quarter and higher student attrition in
the first half of the year. The growth that we generally experience in the second half of the year is largely dependent on a successful high school recruiting season. We recruit high school students several months ahead of their scheduled start
dates and, as a consequence, while we have visibility on the number of students who have expressed interest in attending our schools, we cannot predict with certainty the actual number of new student enrollments in any given year and the related
impact on revenue. Our expenses, however, typically do not vary significantly over the course of the year with changes in our student population and revenue.
| Item 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
There have been no material changes in our market risk exposure during the three months ended June 30, 2025. See Part II Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” of our Form 10-K.
| Item 4. |
CONTROLS AND PROCEDURES
|
(a) Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and
procedures (as defined in Securities Exchange Act Rule 13a-15(e)) as of the end of the quarterly period covered by this Form 10-Q, have concluded that our disclosure controls and procedures are adequate and effective to reasonably ensure that
material information required to be disclosed by us in the reports that we file or submit under the Exchange Act
is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
(b) Changes in Internal Control Over Financial Reporting. There were no changes made during our most recently completed fiscal quarter in our internal control over financial
reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| Item 1. |
LEGAL PROCEEDINGS
|
There are no material developments relating to previously disclosed legal proceedings. See the “Legal Proceedings” section of the Company’s Form 10-K and previously filed Form 10-Qs for information regarding existing
legal proceedings.
In the ordinary conduct of our business, the Company is subject to additional periodic lawsuits, investigations, regulatory proceedings, and other claims, including, but not limited to, claims involving students or graduates, routine employment
matters, and business disputes. We cannot predict the ultimate resolution of these lawsuits, investigations, regulatory proceedings, and other claims asserted against us, but we do not believe that any of these matters will have a material adverse
effect on our business, financial condition, results of operations, or cash flows.
| Item 1A. |
RISK FACTORS
|
In addition to the other information set forth in this Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A of our Form 10-K and those contained in our previously filed Form 10-Qs, which
could affect our business, financial condition, or operating results. The risks we describe in our periodic reports are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be
immaterial may also materially adversely affect our business, financial condition, or operating results. For the quarter ended June 30, 2025, the Company is not aware of any specific new and additional risk factors that were not previously
disclosed.
| Item 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
| (a) |
None.
|
| (b) |
None.
|
| (c) |
On May 24, 2022, the Company announced that the Board of Directors had approved a share repurchase program for 12 months authorizing repurchases of up to $30.0
million of the Company’s Common Stock. On February 27, 2023, the Board of Directors extended the share repurchase program for an additional 12 months and authorized an additional $10.0 million in repurchases, for an aggregate of up to
$40.0 million in repurchases. On May 7, 2024, the Company announced that its Board of Directors had authorized an extension of the share repurchase program for an additional 12 months through May 24, 2025 and, subsequently, on May 8,
2025, the Company announced that its Board of Directors had authorized an extension of the share repurchase program for another additional 12 months through May 24, 2026. The Company did not repurchase any additional shares in the three
months ended June 30, 2025, and has approximately $29.7 million remaining for additional repurchases under the program. To date, the Company has made repurchases totaling approximately $1.7 million shares at an average share price of
$5.95 for an aggregate expenditure of approximately $10.3 million.
|
For more information on the share repurchase plan, see Part I, Item 1. “Notes to Condensed Consolidated Financial Statements”, Note 8 – Stockholders’ Equity.
| Item 3. |
DEFAULTS UPON SENIOR SECURITIES
|
| (a) |
None.
|
| (b) |
None
|
| Item 4. |
MINE SAFETY DISCLOSURES
|
None.
| Item 5. |
OTHER INFORMATION
|
| (a) |
None.
|
| (b) |
None.
|
| (c) |
During the three months ended June 30, 2025, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)
|
| Item 6. |
EXHIBITS
|
|
Exhibit
Number
|
Description
|
|
3.1
|
Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to the Company’s Registration Statement on Form S-1/A (Registration No. 333-123644) filed June 7, 2005.
|
|
3.2
|
Certificate of Amendment, dated November 14, 2019, to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on
Form S-3 filed October 6, 2020).
|
|
3.3
|
Bylaws of the Company as amended on March 8, 2019 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed April 30, 2020).
|
|
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 the Company’s 10-Q for the quarter ended June 30, 2025, formatted in Inline eXtensible Business Reporting Language (“iXBRL”): (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.
|
|
104
|
Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101).
|
| * |
Filed herewith.
|
| ** |
Furnished herewith. This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such
exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
|
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 11, 2025
|
By:
|
/s/ Brian Meyers | ||
|
Brian Meyers
|
||||
|
Executive Vice President, Chief Financial Officer and Treasurer
|
||||
Exhibit Index
|
Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to the Company’s Registration Statement on Form S-1/A (Registration No. 333-123644) filed June 7, 2005).
|
|
|
Certificate of Amendment, dated November 14, 2019, to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on
Form S-3 filed October 6, 2020).
|
|
|
Bylaws of the Company as amended on March 8, 2019 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed April 30, 2020).
|
|
|
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 the Company’s 10-Q for the quarter ended June 30, 2025, formatted in Inline eXtensible Business Reporting Language (“iXBRL”): (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.
|
|
104
|
Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)
|
| * |
Filed herewith.
|
| ** |
Furnished herewith. This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such
exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
|
35
EXHIBIT 31.1
CERTIFICATION
I, Scott Shaw, certify that:
| 1. |
I have reviewed this Quarterly Report on Form 10-Q of Lincoln Educational Services Corporation;
|
| 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;
|
| 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;
|
| 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:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in
the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
| 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):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to
record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date: August 11, 2025
|
||
|
/s/ Scott Shaw
|
||
|
Scott Shaw
|
||
|
Chief Executive Officer
|
||
EXHIBIT 31.2
CERTIFICATION
I, Brian Meyers, certify that:
| 1. |
I have reviewed this Quarterly Report on Form 10-Q of Lincoln Educational Services Corporation;
|
| 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;
|
| 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;
|
| 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:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in
the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
| 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):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to
record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date: August 11, 2025
|
||
|
/s/ Brian Meyers
|
||
|
Brian Meyers
|
||
|
Chief Financial Officer
|
||
EXHIBIT 32
CERTIFICATION
Pursuant to 18 U.S.C. 1350 as adopted by
Section 906 of the Sarbanes-Oxley Act of 2002
Each of the undersigned, Scott Shaw, Chief Executive Officer of Lincoln Educational Services Corporation (the “Company”), and Brian Meyers, Chief Financial Officer of the Company,
has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025 (the “Report”).
Each of the undersigned hereby certifies that, to his respective knowledge:
| 1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
| 2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
Date: August 11, 2025
|
||
|
/s/ Scott Shaw
|
||
|
Scott Shaw
|
||
|
Chief Executive Officer
|
||
|
/s/ Brian Meyers
|
||
|
Brian Meyers
|
||
|
Chief Financial Officer
|
||