What changed in this filing

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Item 1A. Risk Factors

2020-08-13 compared with 2020-05-13 · 45 added, 41 removed, 36 unchanged (70% of the section changed)

“Risk Factors” of our 2019 Form 10-K.

The pandemic of respiratory disease caused by COVID-19 could have a materially adverse impact on our business, results of operations, financial condition and/or cash flows.

The extent of the impact

of the COVID-19 pandemic will depend on future developments, which are highly uncertain and largely beyond our control, including, among others:

the scope and duration of the pandemic;

the number of our employees, students, and vendors adversely

affected by the pandemic;

Our business activities involve a variety of risks.

In addition to the risk factor below, readers should carefully consider the risk factors disclosed in Part I, Item 1A.

“Risk Factors” of our Quarterly Report on Form

10-Q for the quarter ended March 31, 2020 which was filed with the SEC on May 15, 2020.

The pandemic caused by COVID-19 could have a materially adverse impact on our business, results of operations, financial condition and/or cash flows.

The extent of the impact of the COVID-19 pandemic

will depend on future developments, which are highly uncertain and largely beyond our control, including, among others, the scope and duration of the pandemic;

the number of our employees, students, and vendors adversely affected by the pandemic;

the broader public health and economic dislocations resulting from the pandemic;

any legislative or regulatory changes or other actions taken by governmental authorities to limit the public health, financial and economic

impacts of the COVID-19 pandemic;

any legislative or regulatory changes or other actions taken by governmental authorities to limit the public health, financial and economic impacts of the COVID-19

any reputational damage related to the perception of our or our industry’s response to the COVID-19 pandemic;

8 unchanged sentences

As described in Part I, Item 2.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Impact of COVID-19 on the Company” in this Quarterly Report on Form 10-Q, due to timing of

stay-at-home orders by many states in which our schools are located and the scheduled timing of certain program start dates, some program start dates were delayed from the first quarter of 2020 until the second quarter of 2020.

program start dates caused the Company to have 143 less student starts for the three months ended March 31, 2020 compared to the three months ended 2019.

As of March 31, 2020, the Company had 324 students on leave of absence due to COVID-19.

The majority of these students were at the end of their program and were on externship which they were not able to complete.

The Company is currently working on adding remote externship opportunities so that these students can complete their externships.

A smaller portion of the students on leave of absence are due to the students not wanting to undertake their programs

through distance learning but are expected to return to their programs when in-person schooling reopens.

The Company has extended the length and graduation dates of three programs as there is only a small percentage of these three programs that can be taught through distance learning.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Impact of COVID-19 on the Company” in this Quarterly Report on Form 10-Q, as of June 30, 2020, the

Company had 696 students on leave of absence due to COVID-19.

The majority of these students were at the end of their programs and were on externship which they were not able to complete.

A smaller portion of these students chose not to

undertake their programs through distance learning.

The Company expects a majority of these students will be back at school or an externship by the end of the year.

The Company has extended the length and graduation dates of four programs as there is only a small percentage of these four programs that can be taught through distance learning.

The Company has campuses where students live in dorms that are operated by either the Company itself, Collegiate Housing or other housing options.

The majority of the students have returned home and their dorm

charges have been reversed.

In addition, at campuses where students have meal plans, Company cafeterias have been closed and all charges for meal plans have been reversed.

The majority of the students had returned home and their dorm charges

have been reversed.

In addition, at campuses where students have meal plans, the Company’s cafeterias have been closed and all charges for meal plans have been reversed.

For students that remain in dorms, the Company has given the students gift

cards to assist in replacing their meal plans.

For the three months ended March 31, 2020, the Company’s expenses included approximately $0.7 million due to costs related to actions taken in response to COVID-19.

In addition, our employees have had to move to a work-from-home environment.

We have never had to run our operations entirely remotely for an extended period of time, and it is possible we will encounter significant

challenges to running our business.

As the students are returning to campus the dorms have reopened and the school has limited the number of students in dorms to adhere to social distancing.

In addition, our employees moved to a work-from-home environment.

We have never had to run our operations entirely remotely for an extended period of time, and it is possible we will encounter significant challenges to

running our business.

Unanticipated issues arising from handling personal, confidential and other information from a less efficient work-from-home environment could adversely impact our operations and lead to greater risk for us.

The extent to which the COVID-19 pandemic impacts our business, results of operations, financial condition and/or cash flows will depend on future developments, which are highly uncertain and largely beyond our

control, including, among others:

including, among others:

the scope and duration of the pandemic;

1 unchanged sentence

the broader public health and economic dislocations resulting from the pandemic;

legislative or regulatory changes or other actions taken by governmental authorities to limit the public health, financial and economic impacts of the COVID-19 pandemic;

any reputational damage related to the public perception of our or our

industry’s response to the COVID-19 pandemic;

any legislative

or regulatory changes or other actions taken by governmental authorities to limit the public health, financial and economic impacts of the COVID-19 pandemic;

any reputational damage related to the public perception of our or our industry’s response

to the COVID-19 pandemic;

and the impact of the COVID-19 pandemic on local, and U.S.

However, as with many other businesses, the impact of COVID-19 on our business could be material and adverse.

Amended and Restated Bylaws of the Company.

Amended and Restated Bylaws of Lincoln Educational Services Corporation (as amended through April 24, 2020) (incorporated by reference to Exhibit 3.1 to the Company’s

Quarterly Report on Form 10-Q filed with the SEC on May 15, 2020).

Lincoln Educational Services Corporation 2020 Long-Term Incentive Plan (as amended) (incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form

8-K filed with the SEC on June 5, 2020).

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

The following financial statements from Lincoln Educational Services Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, formatted in XBRL:

The following financial statements from Lincoln Educational Services Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in XBRL:

(i) Condensed Consolidated Balance Sheets, (ii) Condensed

Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive (Loss) Income, (iv) Condensed Consolidated Statements of Changes in Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows and

(vi) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and in detail.

Filed herewith

and (vi) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and in detail.

As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

1 unchanged sentence

LINCOLN EDUCATIONAL SERVICES CORPORATION

August 13, 2020

/s/ Brian Meyers

1 unchanged sentence

Exhibit Index

Amended and Restated Bylaws of the Company.

Amended and Restated Bylaws of Lincoln Educational Services Corporation (as amended through April 24, 2020) (incorporated by reference to Exhibit 3.1 to the Company’s

Quarterly Report on Form 10-Q filed with the SEC on May 15, 2020).

Lincoln Educational Services Corporation 2020 Long-Term Incentive Plan (as amended) (incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form

8-K filed with the SEC on June 5, 2020).

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

The following financial statements from Lincoln Educational Services Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31 2020, formatted in XBRL:

(i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated

Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive (Loss) Income, (iv) Condensed Consolidated Statements of Changes in Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) the

Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and in detail.

Filed herewith

The following financial statements from Lincoln Educational Services Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in XBRL:

(i) Condensed Consolidated Balance Sheets, (ii) Condensed

and (vi) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and in detail.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors