LINCOLN EDUCATIONAL SERVICES CORP 10-Q

Item 1. Financial Statements LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts) (Unaudited) March 31, December 31, 2024 2023 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 68,554 $ 75,992 Restricted cash 1,221 4,277 Accounts receivable, less allowance for credit losses of $ 37,128 and $ 34,441 at March 31 , 2024 and December 31, 2023 , respectively 40,484 35,692 Inventories 2,419 2,948 Prepaid expenses and other current assets 6,071 5,556 Assets held for sale - 10,198 Total current assets 118,749 134,663 PROPERTY, EQUIPMENT AND FACILITIES - At cost, net of accumulated depreciation and amortization of $ 141,696 and $ 140,161 at March 31 , 2024 and December 31, 2023 , respectively 52,005 50,857 OTHER ASSETS: Noncurrent receivables, less allowance for credit losses of $ 19,211 and $ 19,370 at March 31 , 2024 and December 31, 2023 , respectively 17,360 17,504 Deferred finance charges 420 - Deferred income taxes, net 22,796 23,217 Operating lease right-of-use assets 102,797 89,923 Finance lease right-of-use assets 27,998 15,797 Goodwill 10,742 10,742 Other assets, net 1,443 1,787 Pension plan assets, net 853 759 Total other assets 184,409 159,729 TOTAL ASSETS $ 355,163 $ 345,249 See Notes to Condensed Consolidated Financial Statements (Unaudited). 2 Index LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts) (Unaudited) March 31, December 31, 2024 2023 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Unearned tuition $ 22,265 $ 26,906 Accounts payable 14,282 18,152 Accrued expenses 9,206 13,713 Income taxes payable 2,287 2,832 Current portion of operating lease liabilities 11,842 11,737 Current portion of finance lease liabilities - 70 Total current liabilities 59,882 73,410 NONCURRENT LIABILITIES: Long-term portion of operating lease liabilities 101,927 88,853 Long-term portion of finance lease liabilities 28,809 16,126 Other long-term liabilities 52 56 Total liabilities 190,670 178,445 STOCKHOLDERS’ EQUITY: Common stock, no par value - authorized 100,000,000 shares at March 31 , 2024 and December 31, 2023 , issued and outstanding 31,443,711 shares at March 31 , 2024 and 31,359,110 shares at December 31, 2023 . 48,181 48,181 Additional paid-in capital 47,283 49,380 Retained earnings 69,065 69,279 Accumulated other comprehensive loss ( 36 ) ( 36 ) Total stockholders’ equity 164,493 166,804 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 355,163 $ 345,249 See Notes to Condensed Consolidated Financial Statements (Unaudited). 3 Index LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited) Three Months Ended March 31, 2024 2023 REVENUE $ 103,366 $ 87,284 COSTS AND EXPENSES: Educational services and facilities 43,023 38,093 Selling, general and administrative 60,492 50,307 Loss on sale of asset 309 - Total costs & expenses 103,824 88,400 OPERATING LOSS ( 458 ) ( 1,116 ) OTHER: Interest income 698 467 Interest expense ( 567 ) ( 25 ) LOSS BEFORE INCOME TAXES ( 327 ) ( 674 ) BENEFIT FOR INCOME TAXES ( 113 ) ( 565 ) NET LOSS $ ( 214 ) $ ( 109 ) Basic Net loss per common share $ ( 0.01 ) $ ( 0.00 ) Diluted Net loss per common share $ ( 0.01 ) $ ( 0.00 ) Weighted average number of common shares outstanding: Basic 30,301 30,039 Diluted 30,301 30,039 See Notes to Condensed Consolidated Financial Statements (Unaudited). 4 Index LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) (Unaudited) Three Months Ended March 31, 2024 2023 Net loss $ ( 214 ) $ ( 109 ) Other comprehensive loss Employee pension plan adjustments, net of taxes ( nil ) - ( 48 ) Comprehensive loss $ ( 214 ) $ ( 157 ) See Notes to Condensed Consolidated Financial Statements (Unaudited). 5 Index LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (In thousands, except share amounts) (Unaudited) Stockholders’ Equity Accumulated Additional Other Common Stock Paid-in Retained Comprehensive Shares Amount Capital Earnings Loss Total BALANCE - January 1, 2024 31,359,110 $ 48,181 $ 49,380 $ 69,279 $ ( 36 ) $ 166,804 Net loss - - - ( 214 ) - ( 214 ) Stock-based compensation expense Restricted stock 400,212 - 1,059 - - 1,059 Net share settlement for equity-based compensation ( 315,611 ) - ( 3,156 ) - - ( 3,156 ) BALANCE - March 31 , 2024 31,443,711 $ 48,181 $ 47,283 $ 69,065 $ ( 36 ) $ 164,493 Stockholders’ Equity Accumulated Additional Other Common Stock Paid-in Retained Comprehensive Shares Amount Capital Earnings Loss Total BALANCE - January 1, 2023 31,147,925 $ 49,072 $ 45,540 $ 51,225 $ ( 960 ) $ 144,877 Net cumulative effect from adoption of ASC 326 (a) - - - ( 7,943 ) - ( 7,943 ) Net loss - - - ( 109 ) - ( 109 ) Employee pension plan adjustments - - - - ( 48 ) ( 48 ) Stock-based compensation expense Restricted stock 652,042 - 812 - - 812 Share repurchase ( 104,030 ) ( 556 ) - - - ( 556 ) Net share settlement for equity-based compensation ( 297,380 ) - ( 1,779 ) - - ( 1,779 ) BALANCE - March 31 , 2023 31,398,557 $ 48,516 $ 44,573 $ 43,173 $ ( 1,008 ) $ 135,254 (a) Net cumulative adjustment to equity based on the adoption of Accounting Standards Update No. 2016-13 Financial Instruments-Credit Losses . See Note 13 to the Condensed Consolidated Financial Statements. See Notes to Condensed Consolidated Financial Statements (Unaudited). 6 Index LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended March 31, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 214 ) $ ( 109 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,599 1,255 Finance lease amortization 369 - Amortization of deferred finance charges 18 - Deferred income taxes 421 - Loss on sale of assets 309 - Fixed asset donations ( 98 ) ( 62 ) Provision for credit losses 12,213 8,233 Stock-based compensation expense 1,059 812 (Increase) decrease in assets: Accounts receivable ( 16,860 ) ( 8,663 ) Inventories 529 ( 18 ) Prepaid income taxes and income taxes payable ( 545 ) ( 508 ) Prepaid expenses and current assets ( 582 ) ( 1,636 ) Other assets, net 967 924 Increase (decrease) in liabilities: Accounts payable ( 5,561 ) 2,387 Accrued expenses ( 4,511 ) 353 Unearned tuition ( 4,641 ) ( 3,175 ) Other liabilities ( 406 ) ( 7 ) Total adjustments ( 14,720 ) ( 105 ) Net cash used in operating activities ( 14,934 ) ( 214 ) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ( 1,684 ) ( 3,249 ) Proceeds from sale of property and equipment 9,718 - Net cash provided by (used in) investing activities 8,034 ( 3,249 ) CASH FLOWS FROM FINANCING ACTIVITIES: Payment of deferred finance fees ( 438 ) - Share repurchase - ( 556 ) Net share settlement for equity-based compensation ( 3,156 ) ( 1,779 ) Net cash used in financing activities ( 3,594 ) ( 2,335 ) NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 10,494 ) ( 5,798 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period 80,269 50,287 CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period $ 69,775 $ 44,489 See Notes to Condensed Consolidated Financial Statements (Unaudited). 7 Index LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) (Continued) Three Months Ended March 31, 2024 2023 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for: Interest $ 34 $ 94 Income taxes $ 10 $ - SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES: Liabilities accrued for or noncash additions of fixed assets $ 2,085 $ 713 See Notes to Condensed Consolidated Financial Statements (Unaudited). 8 Index LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED MARCH 31, 2024 AND 2023 (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 post-secondary education to recent high school graduates and working adults. The Company, which currently operates 22 campuses in 13 states, offers programs in skilled trades (which include HVAC, welding, computerized numerical control and electrical and electronic systems technology, among other programs), automotive technology, healthcare services (which include nursing, dental assistant, and medical administrative assistant, among other programs), hospitality services (which include culinary, therapeutic massage, cosmetology, and aesthetics), and information technology. The schools operate under Lincoln Technical Institute, Lincoln College of Technology, Lincoln Culinary Institute, Euphoria Institute of Beauty Arts and Sciences, and associated brand names. Most of the 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 by the U.S. Department of Education (“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. Basis of Presentation – The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by the Company pursuant to the rules and regulations of the 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, 2023 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, 2023 ( “ 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 three months ending March 31, 2024 are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2024. As of January 1, 2023, the Company’s business has been organized into two reportable business segments: (a) Campus Operations; and (b) Transitional. The Campus Operations segment includes campuses that are in operation and contribute to the Company’s core operations and performance. The Transitional segment refers to campuses that are marked for closure and are currently being taught-out . As of March 31, 2024, there were no campuses classified in the Transitional segment. However, in the prior year, the Company’s Somerville, Massachusetts campus was classified in the Transitional segment and was fully taught out as of December 31, 2023. We evaluate performance based on operating results. Adjustments to reconcile segment results to 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 subsidiaries. All significant 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 as of the date of the 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, revenue recognition, bad debts, impairments, useful lives of fixed assets, income taxes, benefit plans and certain accruals. Actual results could differ from those estimates. New Accounting Pronouncements – In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“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. Early adoption is permitted, and the amendments should be applied retrospectively. We are currently evaluating the impact this ASU may have on our Condensed Consolidated Financial Statements. 9 Index 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 income taxes paid by federal, state and foreign taxes, and 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, ASU 2023-09 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 the Condensed Consolidated Financial Statements. Income Taxes — The Company accounts for income taxes in accordance with 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 Condensed 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 three months ended March 31, 2024 and 2023, we did no t record any interest and penalties expense associated with uncertain tax positions, as we do no t have any uncertain tax positions. 2. NET LOSS PER COMMON SHARE Basic and diluted earnings per share (“EPS”) are determined in accordance with ASC Topic 260, Earnings per Share , which specifies the computation, presentation and disclosure requirements for EPS. Basic EPS excludes all dilutive Common Stock equivalents. It is based upon the weighted average number of common shares outstanding during the period. Diluted EPS, as calculated using the treasury stock method, reflects the potential dilution that would occur if our dilutive outstanding stock options and stock awards were issued. The weighted average number of common shares used to compute basic and diluted loss per share for the three months ended March 31, 2024 and 2023 was as follows: Three Months Ended March 31, 2024 2023 Basic shares outstanding 30,301,475 30,038,558 Dilutive effect of stock options - - Diluted shares outstanding 30,301,475 30,038,558 10 Index For the three months ended March 31, 2024 and 2023, respectively, options to acquire 169,288 shares and 231,124 shares were excluded from the above table because the Company reported a net loss for each quarter and therefore their impact on reported earnings per share would have been antidilutive. 3. REVENUE RECOGNITION Substantially all of our revenues are considered to be revenues from our contracts with students. The related accounts receivable balances are recorded on our Condensed Consolidated 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. 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 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 ASU No. 2014 - 09, Revenue from Contracts with Customers (Topic 606) . 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 $ 22.3 million and $ 26.9 million is recorded as current liabilities in the accompanying Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023, respectively. The change in this contract liability balance during the three -month period ended March 31, 2024 is the result of payments received in advance of satisfying performance obligations, offset by revenue recognized during that period. Revenue recognized for the three -month period ended March 31, 2024 that was included in the contract liability balance at the beginning of the year was $ 21.6 million. The following table depicts the timing of revenue recognition: Three Months Ended March 31, 2024 Campus Operations Transitional Consolidated Timing of Revenue Recognition Services transferred at a point in time $ 5,747 $ - $ 5,747 Services transferred over time 97,619 - 97,619 Total revenues $ 103,366 $ - $ 103,366 Three Months Ended March 31, 2023 Campus Operations Transitional Consolidated Timing of Revenue Recognition Services transferred at a point in time $ 4,699 $ 9 $ 4,708 Services transferred over time 81,653 923 82,576 Total revenues $ 86,352 $ 932 $ 87,284 4. LEASES The Company determines if an arrangement is a lease at inception. The Company considers any contract where there is an identified asset as to which the Company has the right to control its use in determining whether the contract contains a lease. An operating lease ROU asset represents the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are to be recognized at the commencement date based on the present value of lease payments over the lease term. 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 one year to 21 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. 11 Index On October 31, 2023, the Company entered into a lease for approximately 100,000 square feet of space to serve as the Company’s new campus in Houston, Texas. The lease term commenced on January 2, 2024, with an initial lease term of 21 years and 6 months . The lease contains three five-year renewal options. On October 18, 2023, the Company entered into a lease for approximately 120,000 square feet of space to serve as the Company’s new campus in Nashville, Tennessee. The lease term commenced on November 1, 2023, with an initial lease term of 15 years . The lease contains two five-year renewal options. See Note 12, “Real Estate Transactions”. On September 28, 2023, the Company purchased a 90,000 square foot property located at 311 Veterans Highway, Levittown, Pennsylvania for approximately $ 10.2 million and subsequently on January 30, 2024 entered into a sale-leaseback transaction for this property. See Note 12, “Real Estate Transactions”. As of December 31, 2023, this property was classified as held-for-sale on the Condensed Consolidated Balance Sheets. However, the sale was consummated in the first quarter of the current year. The following table presents components of lease cost and classification on the Condensed Consolidated Statement of Operations: Three Months Ended March 31, in thousands Consolidated Statement of Operations Classification 2024 2023 Operating Lease Cost Selling, general and administrative $ 4,800 $ 4,872 Finance lease cost Amortization of leased assets Depreciation and amortization 369 - Interest on lease Liabilities Interest expense 487 - Variable lease cost Selling, general and administrative 88 66 $ 5,744 $ 4,938 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 and amortization expense are broken out separately in the operating section of the Condensed Consolidated Statements of Cash Flows. Supplemental cash flow information and non-cash activity related to our leases are as follows : Three Months Ended March 31, 2024 2023 Cash flow information: Cash paid for amounts included in the measurement of lease liabilities Operating Cash Flows - operating leases $ 4,495 $ 3,918 Operating Cash Flows - finance leases $ 487 $ - Financing Cash Flows - finance leases $ - $ - Non-cash activity: Lease liabilities arising from obtaining right-of-use assets Operating leases $ 15,714 $ 2,142 Finance leases $ 12,570 $ - During the three months ended March 31, 2024, the Company entered into one new lease that resulted in noncash re-measurement of the related ROU asset and operating lease liability of $ 15.7 million. In addition, during the three months ended March 31, 2024, the Company entered into one finance lease that resulted in a noncash re-measurement of the related ROU asset and finance lease liability of $ 12.6 million. 12 Index Weighted-average remaining lease term and discount rate for our leases are as follows: As of March 31, 2024 2023 Weighted-average remaining lease term Operating leases 12.51 years 11.15 years Finance leases 17.08 years - Weighted-average discount rate Operating leases 6.84 % 6.99 % Finance leases 7.71 % - Maturities of lease liabilities by fiscal year for our leases as of March 31, 2024, are as follows: Operating Leases Finance Leases Year ending December 31, 2024 (excluding the three months ended March 31, 2024) $ 13,558 $ 1,216 2025 18,086 506 2026 15,567 2,817 2027 12,681 2,918 2028 12,512 3,023 2029 10,637 3,132 Thereafter 84,883 43,418 Total lease payments 167,924 57,030 Less: imputed interest ( 54,155 ) ( 28,221 ) Present value of lease liabilities $ 113,769 $ 28,809 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. For the three months ended March 31, 2024, and 2023, there were no impairments of goodwill or long-lived assets. 13 Index The carrying amount of goodwill at March 31 , 2024 is as follows: Gross Goodwill Balance Accumulated Impairment Losses Net Goodwill Balance Balance as of January 1, 2024 $ 117,176 $ ( 106,434 ) $ 10,742 Adjustments - - - Balance as of March 31 , 2024 $ 117,176 $ ( 106,434 ) $ 10,742 6. 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, has 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. 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. 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. In connection with the Fifth Third Credit Agreement, the Company paid the Bank a closing fee in the amount of $ 200,000 and other customary fees and reimbursements. As of March 31, 2024, there was no debt outstanding under the Facility. 7. STOCKHOLDERS’ EQUITY Common Stock Holders of our Common Stock are entitled to receive dividends when and as declared by our Board of Directors and have the right to 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 currently has no intention to pay cash dividends to holders of Common Stock in the foreseeable future. Restricted Stock The Company currently has only one active stock incentive plan: the Lincoln Educational Services Corporation 2020 Incentive Compensation Plan (the “LTIP”). 14 Index LTIP On March 26, 2020, the Board of Directors adopted the LTIP to provide an incentive to certain directors, officers, employees and consultants 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 will, among other duties, have 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 as payment of 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, the 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. For the three months ended March 31, 2024 and 2023, respectively, the Company completed a net share settlement for 315,611 and 297,380 restricted shares 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 2024 and/or 2023, creating taxable income for the employees. At the employees’ request, the Company has 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 $ 3.1 million and $ 1.8 million for each of the three months ended March 31, 2024, and 2023, respectively, 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 Restricted Stock: Shares Weighted Average Grant Date Fair Value Per Share Nonvested Restricted Stock outstanding at December 31, 2023 1,398,675 $ 5.16 Granted 400,212 9.62 Vested ( 759,731 ) 6.40 Nonvested Restricted Stock outstanding at March 31 , 2024 1,039,156 $ 7.62 The Restricted Stock expense for the three months ended March 31, 2024, and 2023 was $ 1.1 million and $ 0.8 million, respectively. The unrecognized Restricted Stock expense as of March 31, 2024, and December 31, 2023 was $ 7.1 million and $ 4.3 million, respectively. As of March 31, 2024, the outstanding shares of Restricted Stock had an aggregate intrinsic value of $ 14.4 million. Share Repurchase Plan 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. Subsequently, 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. 15 Index The following table presents information about our repurchases of Common Stock, all of which were completed through open market purchases: Three Months Ended March 31, (in thousands, except share data) 2024 2023 Total number of shares repurchased 1 - 104,030 Total cost of shares repurchased $ - $ 556 1 These shares were subsequently canceled and recorded as a reduction of Common Stock. 8. INCOME TAXES The benefit for income taxes was $ 0.1 million and $ 0.6 million for the three months ended March 31, 2024 and 2023, respectfully. The reduction was primarily due to lower discrete tax benefit in the current year . 9. COMMITMENTS AND CONTINGENCIES There are no material developments relating to previously disclosed legal proce edings. See the Company ’s Form 10-K and previous Form 10-Qs “Legal Proceedings” for information regarding existing legal proceedings. Additionally, see “Regulatory Updates” for additional information concerning the status of Borrower Defense to Repayment Applications. In the ordinary conduct of its business, the Company is subject to certain lawsuits, investigations and claims, including, but not limited to, claims involving students or graduates and routine employment matters. Although the Company cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against it, the Company does not believe that any of these matters will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. 10. SEGMENTS As of January 1, 2023, the Company’s business has been organized into two reportable business segments: (a) Campus Operations; and (b) Transitional. These segments are defined below: Campus Operations – The Campus Operations segment includes campuses that are continuing in operation and contribute to the Company’s core operations and performance. Transitional – The Transitional segment refers to businesses that are marked for closure and are currently being taught out. As of March 31, 2024, there were no campuses classified in the Transitional segment. However, in the prior year the Company’s Somerville, Massachusetts campus was classified in the Transitional segment and was fully taught out as of December 31, 2023. We evaluate performance based on operating results. Adjustments to reconcile segment results to consolidated results are included in the caption “Corporate,” which primarily includes unallocated corporate activity. Summary financial information by reporting segment is as follows: For the Three Months Ended March 31, Revenue Operating Income (Loss) 2024 % of Total 2023 % of Total 2024 2023 Campus Operations $ 103,366 100.0 % $ 86,352 98.9 % $ 12,324 $ 10,109 Transitional - 0.0 % 932 1.1 % - ( 197 ) Corporate - 0.0 % - 0.0 % ( 12,782 ) ( 11,028 ) Total $ 103,366 100.0 % $ 87,284 100.0 % $ ( 458 ) $ ( 1,116 ) 16 Index Total Assets March 31, 2024 December 31, 2023 Campus Operations $ 249,738 $ 234,940 Transitional - 262 Corporate 105,425 110,047 Total $ 355,163 $ 345,249 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 charts reflect the fair market value of cash equivalents and short-term investments as of March 31, 2024 and December 31, 2023, respectively. March 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 $ 54,035 $ 54,035 $ - $ - $ 54,035 Total cash equivalents and short-term investments $ 54,035 $ 54,035 $ - $ - $ 54,035 December 31, 2023 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 $ 9,037 $ 9,037 $ - $ - $ 9,037 Treasury bill 20,343 20,343 - - 20,343 Total cash equivalents and short-term investments $ 29,380 $ 29,380 $ - $ - $ 29,380 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. 17 Index 12. REAL ESTATE TRANSACTIONS Purchase and Sale-leaseback Transaction – Philadelphia, Pennsylvania Area Campus On January 30, 2024 the Company entered into a sale-leaseback transaction for the property located at 311 Veterans Highway, Levittown, Pennsylvania. This property is 90,000 square feet and was previously purchased by the Company on September 28, 2023 for approximately $ 10.2 million. The sale transaction was for an aggregate sale price of approximately $ 11.0 million. Simultaneously with the closing of the sale, the Company and the purchaser have entered into a triple-net lease agreement pursuant to which the property is being leased back to the Company for a 20-year term. The lease agreement includes a $ 2.5 million tenant improvement allowance. The Company plans to invest approximately $ 15.0 million, net of the tenant improvement allowance, in the buildout of new classrooms and training areas to ensure a best-in-class campus that provides a positive experience for students, faculty, and industry partners. Students training at the new Levittown, Pennsylvania campus will go on to launch new careers in the automotive, welding, HVAC and electrical industries throughout the greater Philadelphia area. As of December 31, 2023, the new campus is classified as held-for-sale on the Condensed Consolidated Balance Sheets. The Company has served the Philadelphia, Pennsylvania area at its current campus located at 9191 Torresdale Avenue for more than 60 years. The new Levittown, Pennsylvania campus is expected to open in the second half of 2025 and is not expected to impact the student experience at the existing campus at 9191 Torresdale Avenue. While the current campus can accommodate 250 students, the new Levittown, Pennsylvania campus will have the capability to handle more than double this capacity. The existing campus will continue to operate until the buildout at the new location is fully complete to ensure a seamless transition. Additionally, the facility will have the extra capacity to accommodate several potential industry partners and future program expansions. Property Sale Agreement – Nashville, Tennessee Campus On September 24, 2021, Nashville Acquisition, L.L.C., a subsidiary of the Company, entered into a Contract for the Purchase of Real Estate (the “Nashville Contract”) to sell the nearly 16 -acre property located at 524 Gallatin Avenue, Nashville, Tennessee 37206, at which the Company operates its Nashville campus, to SLC Development, LLC, a subsidiary of Southern Land Company (“SLC”). On June 8, 2023, the Company closed on the sale of its Nashville, Tennessee property to East Nashville Owner, LLC, an affiliate of SLC, for approximately $ 33.8 million pursuant to the Nashville Contract. The net proceeds from the Nashville sale, net of closing costs, are available for working capital, acquisitions, other strategic initiatives, and general corporate purposes. In connection with the sale, the parties entered into a lease agreement allowing the Company to continue to occupy the campus and operate it on a rent-free basis for a period of 15 months plus options to extend the lease for up to three consecutive 30 -day terms at $ 150,000 per extension term. The carrying value of the campus is approximately $ 4.5 million and the estimated fair value of the rent for the 15 -month rent-free period was approximately $ 2.3 million at the consummation of the lease. As of March 31, 2024, approximately $ 0.8 million remains and is included in prepaid expenses and other current assets on the Company’s Condensed Consolidated Balance Sheets. 13. 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 the students either (1) continues making payments or (2) the student does not make any additional payments and is then subsequently written off after 150 days . Effective January 1, 2023, the Company adopted ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” commonly known as “CECL.” On the January 1, 2023 date of adoption, based on forecasts of macroeconomic conditions and exposures at that time, the aggregate impact to the Company resulted in an opening balance sheet adjustment increasing the allowance for credit losses related to the Company’s accounts receivables of approximately $ 10.8 million, a decrease in retained earnings of $ 7.9 million, after-tax and a deferred tax asset increase of $ 2.9 million. 18 Index Students enroll ed in the Company’s programs are provided with a variety of funding resources, including financial aid, grants , scholarships and private loans. A fter 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. Institutional loan terms are pre-determined at enrollment and are not typically restructured . 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, which included, but was not limited to, the effects of COVID-19. Given that collection history during the 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 March 31, 2024, and December 31, 2023, 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 $ 17.4 million and $ 17.5 million, respectively. The following table presents the amortized cost basis of student receivables as of March 31, 2024 by year of origination. Student Year Receivables (1) 2024 $ 50,484 2023 35,742 2022 10,731 2021 5,989 2020 2,628 Prior 2,562 Total $ 108,136 (1) Student receivables are presented on a gross basis from the individual students. The total receivable amount above excludes federal subsidies reflected on the students account but not yet received from the government. Also, it excludes all receivables from corporate partnerships, which are otherwise included under accounts receivable in our Condensed Consolidated Balance Sheet. 19 Index The following table presents write-off amounts during the three months ended March 31, 2024 based on the students’ school departure year. Year Write-Off’s 2024 $ - 2023 7,854 2022 1,121 2021 433 2020 154 Prior 123 Total $ 9,685 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 ASC Topic 326. Changes in our current and non-current allowance for credit losses related to our student receivable portfolio are calculated in accordance with the guidance effective January 1, 2023 under CECL for the three months ended March 31, 2024. Allowance for Credit Losses Balance as of December 31, 2023 $ 53,811 Provision for credit losses 12,213 Write-off’s ( 9,685 ) Balance as of March 31, 2024 $ 56,339 Fair Value Measurements The carrying amount reported in our Condensed Consolidated Balance Sheets for the current portion of student receivable 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. 20 Index