New Jersey
(State or other jurisdiction
of incorporation) |
000-51371
(Commission File Number)
|
57-1150621
(I.R.S. Employer
Identification No.) |
200 Executive Drive, Suite 340
West Orange, New Jersey 07052
(Address of principal executive offices)
|
07052
(Zip Code)
|
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02
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Results of Operations and Financial Condition
|
Item 5.07
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Submission of Matters to a Vote of Security Holders
|
1.
|
Election of the following nine individuals as directors of the Company for a one-year term, which will expire at the 2013 Annual Meeting of Shareholders.
|
Votes For
|
Votes Withheld
|
Broker Non-Votes
|
|
Alvin O. Austin
|
17,812,913
|
66,101
|
2,858,158
|
Peter S. Burgess
|
17,813,113
|
65,901
|
2,858,158
|
James J. Burke, Jr.
|
17,667,532
|
211,482
|
2,858,158
|
Celia H. Currin
|
17,804,922
|
74,092
|
2,858,158
|
Paul E. Glaske
|
16,774,759
|
1,104,255
|
2,858,158
|
Charles F. Kalmbach
|
17,589,459
|
289,555
|
2,858,158
|
Shaun E. McAlmont
|
17,003,979
|
875,035
|
2,858,158
|
Alexis P. Michas
|
16,810,731
|
1,068,283
|
2,858,158
|
J. Barry Morrow
|
17,579,295
|
299,719
|
2,858,158
|
|
2.
|
Advisory, non-binding “Say-On-Pay” vote to approve the compensation of our named executive officers.
|
Votes For
|
Votes Against
|
Abstain
|
Broker Non-Votes
|
11,409,291
|
6,418,734
|
50,989
|
2,858,158
|
|
3.
|
Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012.
|
Votes For
|
Votes Against
|
Abstained
|
|
20,546,889
|
163,046
|
27,237
|
Item 9.01
|
Financial Statements and Exhibits
|
(c)
|
Exhibits
|
99.1
|
Press release of Lincoln Educational Services Corporation dated May 3, 2012.
|
LINCOLN EDUCATIONAL SERVICES CORPORATION
|
||||
Date: May 3, 2012
|
By:
|
/s/ Cesar Ribeiro | ||
Name: | Cesar Ribeiro | |||
Title: | Executive Vice President, Chief Financial Officer and Treasurer |
|
·
|
Revenue of $104.9 million for the first quarter of 2012, representing a decrease of 27.9% from $145.4 million for the first quarter of 2011.
|
|
·
|
EBITDA for the quarter of $3.0 million, compared to EBITDA of $25.4 million for the first quarter of 2011. Loss per share of $0.14 for the first quarter of 2012 as compared to diluted EPS of $0.46 for the first quarter of 2011.
|
|
·
|
Student starts decreased 4.9% for the first quarter of 2012 as compared to the first quarter of 2011.
|
|
Ø
|
For the second quarter of 2012, we expect revenues of $101 million to $104 million, representing a decrease of approximately 20% over the second quarter of 2011, and a loss per share of $0.14 to $0.18. Guidance for the second quarter of 2012 is based on an expected increase in student starts of 12% to 15% as compared to the first quarter of 2011.
|
|
Ø
|
For the full year, we continue to expect revenue of $440 million to $460 million, representing a decrease of approximately 10% to 14% over 2011, and diluted EPS of $0.25 to $0.40, representing a decrease of approximately 49% to 68% over 2011. Guidance for the full year is based on an increase in expected student starts of 6% to 8% over 2011.
|
|
Ø
|
The Board of Directors has set the record and payment dates for the dividend for the second quarter of 2012. The cash dividend of $0.07 per share will be payable on June 29, 2012 to shareholders of record on June 15, 2012.
|
Three Months Ended | ||||||||||||
March 31, | ||||||||||||
2012 | 2011 | Change | ||||||||||
Student Starts | 5,570 | 5,857 | -4.9 | % | ||||||||
Average population | 19,572 | 28,449 | -31.2 | % | ||||||||
End of period population | 19,118 | 26,667 | -28.3 | % |
March 31, | ||||||||
2012 | 2011 | |||||||
Health sciences | 36 | % | 40 | % | ||||
Automotive | 35 | % | 31 | % | ||||
Skilled trades | 11 | % | 11 | % | ||||
Business & IT | 8 | % | 9 | % | ||||
Hospitality services | 10 | % | 9 | % | ||||
100 | % | 100 | % |
CONTACT:
|
Lincoln Educational Services Corporation
|
|
Cesar Ribeiro, CFO
|
|
973-736-9340
|
Three Months Ended March 31,
(Unaudited)
|
||||||||
2012
|
2011
|
|||||||
REVENUE
|
$ | 104,871 | $ | 145,358 | ||||
COSTS AND EXPENSES:
|
||||||||
Educational services and facilities
|
51,809 | 59,016 | ||||||
Selling, general and administrative
|
57,187 | 67,888 | ||||||
Gain on sale of assets
|
(30 | ) | (21 | ) | ||||
Total costs and expenses
|
108,966 | 126,883 | ||||||
OPERATING (LOSS) INCOME
|
(4,095 | ) | 18,475 | |||||
OTHER:
|
||||||||
Interest income
|
2 | 3 | ||||||
Interest expense
|
(1,314 | ) | (1,092 | ) | ||||
Other income
|
8 | 6 | ||||||
(LOSS) INCOME BEFORE INCOME TAXES
|
(5,399 | ) | 17,392 | |||||
(BENEFIT) PROVISION FOR INCOME TAXES
|
(2,344 | ) | 7,036 | |||||
NET (LOSS) INCOME
|
$ | (3,055 | ) | $ | 10,356 | |||
(Loss) earnings per share - Basic
|
$ | (0.14 | ) | $ | 0.47 | |||
(Loss) earnings per share – Diluted
|
$ | (0.14 | ) | $ | 0.46 | |||
Weighted average number of common shares outstanding:
|
||||||||
Basic
|
22,137 | 21,943 | ||||||
Diluted
|
22,137 | 22,418 | ||||||
Other data:
|
||||||||
EBITDA (1)
|
$ | 2,976 | $ | 25,389 | ||||
Depreciation and amortization
|
$ | 7,063 | $ | 6,908 | ||||
Number of campuses
|
46 | 45 | ||||||
Average enrollment
|
19,572 | 28,449 | ||||||
Stock-based compensation
|
$ | 906 | $ | 1,316 | ||||
Net cash provided by operating activities
|
$ | 5,677 | $ | 15,039 | ||||
Net cash used in investing activities
|
$ | (2,687 | ) | $ | (11,511 | ) | ||
Net cash used in financing activities
|
$ | (1,908 | ) | $ | (25,859 | ) |
Selected Consolidated Balance Sheet Data:
|
March 31,
|
|||
(In thousands)
|
2012
|
|||
(Unaudited)
|
||||
Cash and cash equivalents
|
$ | 27,606 | ||
Current assets
|
72,465 | |||
Working capital
|
2,913 | |||
Total assets
|
356,352 | |||
Current liabilities
|
69,552 | |||
Long-term debt and capital lease obligations, including current portion
|
36,374 | |||
Total stockholders’ equity
|
234,478 |
Three Months Ended March 31,
(Unaudited)
|
||||||||
2012
|
2011
|
|||||||
Net (Loss) Income
|
$ | (3,055 | ) | $ | 10,356 | |||
Interest expense, net
|
1,312 | 1,089 | ||||||
(Benefit) provision for income taxes
|
(2,344 | ) | 7,036 | |||||
Depreciation and amortization
|
7,063 | 6,908 | ||||||
EBITDA
|
$ | 2,976 | $ | 25,389 |