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What changed in LINCOLN EDUCATIONAL SERVICES CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of LINCOLN EDUCATIONAL SERVICES CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+503 added−590 removedSource: 10-K (2026-03-02) vs 10-K (2025-03-04)

Top changes in LINCOLN EDUCATIONAL SERVICES CORP's 2025 10-K

503 paragraphs added · 590 removed · 364 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

149 edited+78 added−83 removed149 unchanged
Biggest changeThe new 90/10 Rule regulations contain several new and amended provisions on a variety of topics including, among other things, confirming that the rules apply to fiscal years ending on or after January 1, 2023; noting that the DOE plans to identify the types of federal funds to be included in the 90/10 Rule in a notice in the Federal Register (which the DOE subsequently confirmed in a published notice on December 21, 2022 includes a wide range of federal student aid programs including VA and DOD programs); requiring institutions to disburse funds that students are eligible to receive for a fiscal year before the end of the fiscal year rather than delaying disbursements until a subsequent fiscal year; updating requirements for counting revenues generated from certain educational activities associated with institutional programs, from certain non-Title IV eligible educational programs, and from institutional aid programs such as institutional loans, scholarships, and income share agreements; updating technical rules for the 90/10 Rule calculation; including rules for sanctions for noncompliance with the 90/10 Rule and for required notifications to students and the DOE by the institution of noncompliance with the 90/10 Rule.
Biggest changeThe current 90/10 Rule added several new and amended provisions on a variety of topics effective for fiscal years ending on or after January 1, 2023, including requirements that institutions disburse funds that students are eligible to receive for a fiscal year before the end of the fiscal year rather than delaying disbursements until a subsequent fiscal year; updated requirements for counting revenues generated from certain educational activities associated with institutional programs, from certain non-Title IV eligible educational programs, and from institutional aid programs such as institutional loans, scholarships, and income share agreements; updated technical rules for the 90/10 Rule calculation; and rules for sanctions for noncompliance with the 90/10 Rule and for required notifications to students and the DOE by the institution of noncompliance with the 90/10 Rule. 14 Index We have calculated that for the fiscal year ended December 31, 2025, our institutions’ 90/10 Rule percentages ranged from approximately 82.9% to 88.0%.
We offer programs in areas of study that we believe are typically underserved by traditional providers of postsecondary education and for which we believe there exists significant demand among students and employers.
We offer programs in areas of study that we believe are typically underserved by traditional providers of postsecondary education and for which we believe that there exists significant demand among students and employers.
Our recruitment practices and outreach efforts are designed to maximize the applicant pool to ensure that we are able to hire the most qualified individuals in the market. The varied perspectives and experiences of our personnel enhance our work.
Our recruitment practices and outreach efforts are designed to maximize the applicant pool and to ensure that we are able to hire the most qualified individuals in the market. The varied perspectives and experiences of our personnel enhance our work.
State laws may establish standards for instruction, qualifications of faculty, location and nature of facilities and equipment, administrative procedures, marketing, recruiting, student outcomes reporting, disclosure obligations to students, limitations on mandatory arbitration clauses in enrollment agreements, requirements for distance learning including online and blended courses, financial operations, and other operational matters.
State laws may establish standards for instruction, qualifications of faculty, location and nature of facilities and equipment, administrative procedures, marketing, recruiting, student outcomes requirements and reporting, disclosure obligations to students, limitations on mandatory arbitration clauses in enrollment agreements, requirements for distance learning including online and blended courses, financial operations, and other operational matters.
If we fail to maintain our approvals or comply with applicable requirements, we could lose our authority to offer the impacted programs and could be subject to other sanctions. The practical nursing program offered at three of our campuses in New Jersey also is subject to the requirements of the New Jersey Board of Nursing (“NJBON”), a state occupational agency.
If we fail to maintain our approvals or comply with applicable requirements, we could lose our authority to offer the impacted programs and could be subject to other sanctions. The practical nursing program offered at three of our campuses in New Jersey is also subject to the requirements of the New Jersey Board of Nursing (“NJBON”), a state occupational agency.
Borrower Defense to Repayment Regulations. The DOE’s Borrower Defense to Repayment (“BDR”) regulations establish processes for borrowers to receive from the DOE a discharge of the obligation to repay certain Title IV Program loans based on certain acts or omissions by the institution or a covered party.
The DOE’s Borrower Defense to Repayment (“BDR”) regulations establish processes for borrowers to receive from the DOE a discharge of the obligation to repay certain Title IV Program loans based on certain acts or omissions by the institution or a covered party.
Examples of discretionary triggering events under the final regulations include certain accrediting agency actions, certain accreditor events, fluctuations in Title IV volume, high annual dropout rates, indicators of significant change in the financial condition of the institution, the formation by DOE of a group process to consider borrower defense claims against the institution, the institution’s discontinuation of education programs affecting at least 25 percent of enrolled students receiving Title IV funds, the institution’s closure of locations that enroll more than 25 percent of its students who receive Title IV funds, certain state licensing agency actions, the loss of institutional or program eligibility in another federal educational assistance program, a requirement to disclose in a public filing that the company is under investigation for possible violations of law, or if the institution is cited and faces loss of education assistance funds from another federal agency if it does not comply with agency requirements.
Examples of discretionary triggering events under the final regulations include certain accrediting agency actions, certain accreditor events, fluctuations in Title IV volume, high annual dropout rates, indicators of significant change in the financial condition of the institution, the formation by the DOE of a group process to consider borrower defense claims against the institution, the institution’s discontinuation of education programs affecting at least 25 percent of enrolled students receiving Title IV funds, the institution’s closure of locations that enroll more than 25 percent of its students who receive Title IV funds, certain state licensing agency actions, the loss of institutional or program eligibility in another federal educational assistance program, a requirement to disclose in a public filing that the company is under investigation for possible violations of law, or if the institution is cited and faces loss of education assistance funds from another federal agency if it does not comply with agency requirements.
The DOE published final regulations on January 3, 2025 with a general effective date of July 1, 2026 on topics including, among others, refunds for students who do not begin attendance at the school or who withdraw from school, the requirement to determine the date a student withdrew from school, the refund calculations for clock hour programs, and the calculation of withdrawal dates and refunds for programs provided in modules The DOE did not include a proposal regarding attendance requirements for distance education programs.
The DOE published final regulations on January 3, 2025 with a general effective date of July 1, 2026 on topics including, among others, refunds for students who do not begin attendance at the school or who withdraw from the school, the requirement to determine the date a student withdrew from school, the refund calculations for clock hour programs, and the calculation of withdrawal dates and refunds for programs provided in modules The DOE did not include a proposal regarding attendance requirements for distance education programs.
Substantial Misrepresentation. The DOE’s regulations prohibit an institution that participates in Title IV Programs from engaging in substantial misrepresentation of the nature of its educational programs, financial charges, graduate employability or its relationship with the DOE.
The DOE’s regulations prohibit an institution that participates in Title IV Programs from engaging in substantial misrepresentation of the nature of its educational programs, financial charges, graduate employability or its relationship with the DOE.
Specifically, the new regulations expand the types of conduct that could result in a discharge of student loans including: 1) an expanded list of substantial misrepresentations; 2) a new section regarding substantial omissions of fact; 3) breaches of contract; 4) a new section regarding aggressive and deceptive recruitment; or 5) state or federal judgments or final DOE actions that could result in a borrower defense claim.
Specifically, the new regulations expand the types of conduct that could result in a discharge of student loans including: 1) an expanded list of substantial misrepresentations; 2) a new section regarding substantial omissions of fact; 3) breaches of contract; 4) a new section regarding aggressive and deceptive recruitment; and 5) state or federal judgments or final DOE actions that could result in a borrower defense claim.
For-profit educational institutions must be authorized by their state education agencies and be fully operational for two years before applying to the DOE to participate in Title IV Programs.
For-profit educational institutions must be authorized by their state education agencies and fully operational for two years before applying to the DOE to participate in Title IV Programs.
Because a significant percentage of our revenues are derived from Title IV Programs, any action by Congress, the President or the DOE that significantly reduces Title IV Program funding, that limits or restricts the ability of our schools, programs, or students to receive funding through the Title IV Programs, or that imposes new restrictions or constraints upon our business or operations could reduce our student enrollment and our revenues, and could increase our administrative costs and require us to arrange for alternative sources of financial aid for our students and require us to modify our practices in order for our schools to comply fully with Title IV Program requirements.
Because a significant percentage of our revenues are derived from Title IV Programs, any action by Congress, the President or the DOE that significantly reduces or disrupts Title IV Program funding, that limits or restricts the ability of our schools, programs, or students to receive funding through the Title IV Programs or that imposes new restrictions or constraints upon our business or operations could reduce our student enrollment and our revenues, and could increase our administrative costs and require us to arrange for alternative sources of financial aid for our students and require us to modify our practices in order for our schools to comply fully with Title IV Program requirements.
More recently, the DOE commenced a negotiated rulemaking process and conducted meetings from January through March 2024 for a negotiated rulemaking committee to discuss proposed regulations on a number of topics including plans to amend the regulations on the requirements for institutions to return unearned Title IV funds to students who withdraw from their educational programs before completing them .
More recently, the DOE commenced a negotiated rulemaking process and conducted meetings from January through March 2024 to discuss proposed regulations on a number of topics including plans to amend the regulations on the requirements for institutions to return unearned Title IV funds to students who withdraw from their educational programs before completing them.
By combining virtual training with traditional classroom-based training led by experienced instructors, we believe we offer our students a unique opportunity to develop practical job skills in many of the key areas of expected job demand. We believe these job skills enable our students to compete effectively for employment opportunities and to pursue salary and career advancement.
By combining virtual training with traditional classroom-based training led by experienced instructors, we believe we offer our students a unique opportunity to develop practical job skills in many of the key areas of expected job demand. We believe that these job skills enable our students to compete effectively for employment opportunities and to pursue salary and career advancement.
Our fully integrated marketing campaigns direct prospective students to contact us directly or visit our website or other customized landing pages on the internet where they will find details regarding our programs and campuses and can request additional information regarding the programs that interest them. Prospective students may also apply for admission online.
Our integrated marketing campaigns direct prospective students to contact us directly or visit our website or other customized landing pages on the internet where they will find details regarding our programs and campuses and can request additional information regarding the programs that interest them. Prospective students may also apply for admission online.
Significant violations of Title IV Program requirements by any of our institutions could become the basis for the DOE to impose liabilities on us or initiate an adverse action to limit, suspend, terminate, revoke, or decline to renew the participation of the affected institution in Title IV Programs or to seek civil or criminal penalties.
Significant violations of Title IV Program requirements by any of our institutions could also become the basis for the DOE to impose liabilities on us or initiate an adverse action to limit, suspend, terminate, revoke, or decline to renew the participation of the affected institution in Title IV Programs or to seek civil or criminal penalties.
The DOE has published final regulations that further restrict the ability of some schools – such as schools that are provisionally certified – to add new locations or educational programs, which could impact our ability to make such changes if we are provisionally certified or subject to other criteria in the regulations. Closed School Loan Discharges.
The DOE has published final regulations that further restrict the ability of some schools – such as schools that are provisionally certified – to add new locations or educational programs, which could impact our ability to make such changes if we are provisionally certified in the future or subject to other criteria in the regulations. Closed School Loan Discharges.
Our skilled trades programs include electrical, heating and air conditioning repair, welding, computerized numerical control and electronic and electronic systems technology. Graduates of our programs are qualified to obtain entry-level employment positions such as electrician, CNC machinist, cable installer, welder, wiring and heating, ventilating and air conditioning, or HVAC installer.
Our skilled trades programs include electrical, heating and air conditioning repair, welding, computerized numerical control and electrical and electronic systems technology. Graduates of our programs are qualified to obtain entry-level employment positions such as electrician, CNC machinist, cable installer, welder, wiring technician, heating, ventilating and air conditioning technician, or HVAC installer.
Most aid under Title IV Programs is awarded on the basis of financial need, generally defined as the difference between the cost of attending the institution and the expected amount a student and his or her family can reasonably contribute to that cost.
Most aid under Title IV Programs is awarded on the basis of financial need, which is generally defined as the difference between the cost of attending the institution and the expected amount a student and his or her family can reasonably contribute to that cost.
For example, a school offering automotive technology, healthcare services and skilled trades programs will have a different group of competitors than a school offering healthcare services and IT technology programs. Also, because schools can add new programs within six to 12 months, competition can emerge relatively quickly.
For example, a school offering automotive programs, healthcare services and skilled trades programs will have a different group of competitors than a school offering healthcare services and IT programs. Also, because schools can add new programs within six to 12 months, competition can emerge relatively quickly.
Generally, unless otherwise required by the DOE or by DOE regulations, an institution that is eligible to participate in Title IV Programs may add a new educational program without DOE approval. However, institutions that are provisionally certified may be required to obtain approval of new educational programs.
Generally, unless otherwise required by the DOE or by DOE regulations, an institution that is eligible to participate in Title IV Programs may add a new educational program without DOE approval. Institutions that are provisionally certified may be required to obtain approval of new educational programs.
ITEM 1. BUSINESS Overview 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.
ITEM 1. BUSINESS Overview 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.
We are committed to sustainability, conserving energy and limiting waste and regularly review our impact on the environment with a view to improvement. In addition, we have adopted an Environmental Policy reflecting our commitment in this regard.
We are committed to sustainability, conserving energy and limiting waste and regularly review our impact on the environment with a view towards improvement. In addition, we have adopted an Environmental Policy reflecting our commitment in this regard.
To continue participation in veterans’ benefits programs, an institution must comply with certain requirements established by the VA, including that the institution must, among other things, report on the enrollment status of eligible students, maintain student records and make such records available for inspection, follow rules applicable to the individual benefits programs, comply with rules applicable to distance education and hybrid programs, and comply with applicable limits on the percentage of students having a portion of their tuition or other institutional charges paid by the school or with certain veterans’ benefits.
To continue participation in veterans’ benefits programs, an institution must comply with certain requirements established by the VA, including that the institution must, among other things, report on the enrollment status of eligible students, maintain student rec ords and make such records available for inspection, follow rules applicable to the individual benefits programs, comply with rules applicable to distance education and hybrid programs, and comply with applicable limits on the percentage of students having a portion of their tuition or other institutional charges paid by the school or with certain veterans’ benefits.
The regulations will also require us to provide warnings to current and prospective students for programs in danger of losing of Title IV eligibility (which could deter prospective students from enrolling and current students from continuing their respective programs).
The regulations also require us to provide warnings to current and prospective students for programs in danger of losing of Title IV eligibility (which could deter prospective students from enrolling and current students from continuing their respective programs).
We have received the borrower application claims and have completed the process of thoroughly reviewing and responding to each borrower application as well as providing information in response to the DOE’s requests. 13 Index In January 2025, the DOE published a press release announcing the discharge of a large number of loans at a large number of schools which included loans totaling approximately $1.4 million for 280 borrowers who attended our Massachusetts schools between 2010 and 2013.
We have completed the process of thoroughly reviewing and responding to each borrower application as well as providing information in response to the DOE’s requests. 13 Index In January 2025, the DOE published a press release announcing the discharge of a large number of loans at a large number of schools which included loans totaling approximately $1.4 million for 280 borrowers who attended our Massachusetts schools between 2010 and 2013.
“Business - Regulatory Environment – Negotiated Rulemaking.” The regulations had a general effective date of July 1, 2024 and expand the grounds for placing institutions on provisional certification status, expand the types of conditions the DOE may impose on provisionally certified institutions, and expand the number of requirements contained in the institution’s program participation agreement with the DOE (including, among other requirements, an obligation to comply with all state laws related to closure).
“Business - Regulatory Environment – Negotiated Rulemaking.” The regulations had a general effective date of July 1, 2024 and expanded the grounds for placing institutions on provisional certification status, expanded the types of conditions the DOE may impose on provisionally certified institutions, and expanded the number of requirements contained in the institution’s program participation agreement with the DOE (including, among other requirements, an obligation to comply with all state laws related to closure).
The final rules require the institution to notify the DOE of a triggering event and provide information demonstrating why the event does not warrant the submission of a letter of credit or imposition of other requirements.
The final rules require an institution to notify the DOE of a triggering event and provide information demonstrating why the event does not warrant the submission of a letter of credit or imposition of other requirements.
Our Indianapolis school also is an institutional participant in NC-SARA which enables it to offer distance learning to students located in other states.
Our Indianapolis school also is an institutional participant in NC-SARA which enables it to offer distance learning to students located in certain other states.
Nature of Federal and State Support for Post-Secondary Education As noted above, the federal government provides a substantial part of the financial support for postsecondary education through Title IV Programs, in the form of grants and loans to students who can use those funds at any institution that has been certified as eligible by the DOE.
Nature of Federal and State Support for Postsecondary Education As noted above, the federal government provides a substantial part of the financial support for postsecondary education through Title IV Programs, in the form of grants and loans to students who can use those funds at any institution that has been certified as eligible by the DOE.
Our schools are subject to audits, program reviews, site visits, and other reviews by various federal and state regulatory agencies, including, but not limited to, the DOE, the DOE’s Office of Inspector General (“OIG”), state education agencies and other state regulators, the VA and other federal agencies (such as, for example, the FTC or the CFPB), and by our accrediting commissions.
Our schools are subject to audits, program reviews, site visits, and other reviews by various federal and state regulatory agencies, including but not limited to, the DOE, the DOE’s Office of Inspector General (“OIG”), state education agencies and other state regulators, the VA and other federal agencies (such as, for example, the FTC or the CFPB), and by our institutional and programmatic accrediting commissions.
A significant purchase or disposition of our Common Stock could be determined by the DOE to be a change of control under this standard. 19 Index Most of the states and our accrediting commissions include the sale of a controlling interest of Common Stock in the definition of a change of control although some agencies could determine that the sale or disposition of a smaller interest would result in a change of control.
A significant purchase or disposition of our Common Stock could be determined by the DOE to be a change of control under this standard. 18 Index Most of the states and our accrediting commissions include the sale of a controlling interest of Common Stock in the definition of a change of control although some agencies could determine that the sale or disposition of a smaller interest would result in a change of control.
As we moved to online delivery of instruction, we saw a slight decline in our student retention rate, but we believe this is temporary and will improve as our faculty becomes better skilled at hybrid teaching. To ensure that this happens, we have developed online teacher training for all faculty.
As we moved to online delivery of instruction, we experienced a slight decline in our student retention rate, but we believe this is temporary and will improve as our faculty becomes better skilled at hybrid teaching. To ensure that this happens, we have developed online teacher training for all faculty.
The final rules state that, if the DOE requires financial protection as a result of more than one mandatory or discretionary trigger, the DOE will require separate financial protection for each individual trigger, which could substantially increase the amount of financial protection we and other institutions could be required to provide to the DOE.
The final rules state that, if the DOE requires financial protection as a result of more than one mandatory or discretionary trigger, the DOE will require separate financial protection for each individual trigger, which could substantially increase the amount of financial protection that the Company and other institutions could be required to provide to the DOE.
As a postsecondary educational institution, we are subject to a broad range of consumer protection and other laws, such as recruiting, marketing, the protection of personal information, student financing and payment servicing, enforced by federal agencies such as the FTC and CFPB and various state agencies and state attorneys general.
As a postsecondary educational institution, we are subject to a broad range of consumer protection and other laws, relating to recruiting, marketing, the protection of personal information, student financing and payment servicing, which are enforced by federal agencies such as the FTC and CFPB and various state agencies and state attorneys general.
To maximize student retention, the staff at each school is trained to recognize the early warning signs of a potential drop and to assist and advise students on academic, financial and employment matters. We monitor our retention rates by instructor, course, program, and campus.
To maximize student retention, the staff at each school is trained to recognize the early warning signs of a potential dropout and to assist and advise students on academic, financial and employment matters. We monitor our retention rates by instructor, course, program, and campus.
Some states prescribe standards of financial responsibility and mandate that institutions post surety bonds. We have posted surety bonds on behalf of our schools and education representatives with multiple states in an aggregate amount of approximately $17.0 million .
Some states prescribe standards of financial responsibility and mandate that institutions post surety bonds. We have posted surety bonds on behalf of our schools and education representatives with multiple states in an aggregate amount of approximately $20.0 million .
If any one of our schools loses its accreditation, students attending that school would no longer be eligible to receive Title IV Program funding. Programmatic accreditation is yet another approval necessary in certain circumstances. Specifically, it is the process through which specific programs are reviewed and approved by industry and program-specific accrediting entities.
If any of our schools loses its accreditation, students attending that school would no longer be eligible to receive Title IV Program funding. 9 Index Programmatic accreditation is yet another approval necessary in certain circumstances. Specifically, it is the process through which specific programs are reviewed and approved by industry and program-specific accrediting entities.
Accrediting Commission of Career Schools and Colleges Reaccreditation Dates School Last Accreditation Letter Next Accreditation Philadelphia, PA 2 September 1, 2023 May 1, 2028 Union, NJ 1 August 14, 2024 February 1,2029 Mahwah, NJ 1 October 15, 2020 August 1, 2024 4 Melrose Park, IL 2 November 21, 2024 November 1, 2029 Denver, CO 1 September 6, 2022 February 1, 2026 Columbia, MD 2 September 1, 2023 February 1, 2027 Grand Prairie, TX 1 May 26, 2022 August 1, 2026 Allentown, PA 2 May 23, 2023 January 1, 2027 Nashville, TN 1 March 8, 2023 May 1, 2027 Indianapolis, IN May 23, 2023 November 1, 2026 New Britain, CT December 1, 2023 January 1, 2028 Shelton, CT 2 May 23, 2023 September 1, 2028 Queens, NY 1 November 21, 2024 June 1, 2028 East Windsor, CT 2 March 13, 2024 February 1, 2028 South Plainfield, NJ 1 August 14, 2024 August 1, 2029 Iselin, NJ May 15, 2018 May 15, 2023 4 Moorestown, NJ 3 May 28, 2024 May 1, 2028 Paramus, NJ 3 August 14, 2024 May 15, 2028 Lincoln, RI 3 September 4, 2024 May 1, 2028 Marietta, GA 3 May 1, 2022 May 1, 2027 East Point, GA 2 December 20, 2023 December 20, 2025 4 1 Branch campus of main campus in Indianapolis, IN 2 Branch campus of main campus in New Britain, CT 3 Branch campus of main campus in Iselin, NJ 4 Campus going through reaccreditation If one of our schools fails to comply with accrediting commission requirements, the institution and its main and/or branch campuses are subject to the loss of accreditation or may be placed on probation or a special monitoring or reporting status which, if the noncompliance is not resolved, could result in loss of accreditation or restrictions on the addition of new locations, new programs, or other substantive changes.
Accrediting Commission of Career Schools and Colleges Reaccreditation Dates School Last Accreditation Letter Next Accreditation Levittown, PA 2 September 1, 2023 May 1, 2028 Union, NJ 1 August 14, 2024 February 1,2029 Mahwah, NJ 1 November 21, 2024 August 1, 2029 Melrose Park, IL 2 November 21, 2024 November 1, 2029 Denver, CO 1 September 6, 2022 February 1, 2026 4 Columbia, MD 2 September 1, 2023 February 1, 2027 Grand Prairie, TX 1 May 26, 2022 August 1, 2026 Allentown, PA 2 May 23, 2023 January 1, 2027 Nashville, TN 1 March 8, 2023 May 1, 2027 Indianapolis, IN May 23, 2023 November 1, 2026 New Britain, CT December 1, 2023 January 1, 2028 Shelton, CT 2 May 23, 2023 September 1, 2028 Queens, NY 1 November 21, 2024 June 1, 2028 East Windsor, CT 2 March 13, 2024 February 1, 2028 South Plainfield, NJ 1 August 14, 2024 August 1, 2029 Iselin, NJ March 5, 2025 May 1, 2028 Moorestown, NJ 3 May 28, 2024 May 1, 2028 Paramus, NJ 3 August 14, 2024 May 15, 2028 Lincoln, RI 3 September 4, 2024 May 1, 2028 Marietta, GA 3 May 1, 2022 May 1, 2027 East Point, GA 2 December 20, 2023 December 20, 2025 4 Houston, TX 2 August 12, 2025 August 1, 2027 1 Branch campus of main campus in Indianapolis, IN 2 Branch campus of main campus in New Britain, CT 3 Branch campus of main campus in Iselin, NJ 4 Campus going through reaccreditation If one of our schools fails to comply with accrediting commission requirements, the institution and its main and/or branch campuses are subject to the loss of accreditation or may be placed on probation or a special monitoring or reporting status which, if the noncompliance is not resolved, could result in loss of accreditation or restrictions on the addition of new locations, new programs, or other substantive changes.
If any one of our schools lost its authorization from the education agency of the state in which the school is located, or failed to comply with the DOE’s state authorization requirements, that school would lose its eligibility to participate in Title IV Programs, the Title IV Program eligibility of its related additional locations could be affected, the impacted schools would be unable to offer its programs, and we could be forced to close the schools.
If any of our schools lost its authorization from the education agency of the state in which the school is located or failed to comply with the DOE’s state authorization requirements, that school would lose its eligibility to participate in Title IV Programs, the Title IV Program eligibility of its related additional locations could be affected, the impacted schools would be unable to offer their programs, and we could be forced to close the school(s).
It is not possible at this time to predict whether the settlement will continue to be upheld on appeal, what additional actions the DOE might take as the settlement continues to be upheld on appeal, or whether the DOE or other agencies might take actions against Lincoln institutions.
It is not possible at this time to predict whether the settlement will continue to be upheld on appeal, what additional actions the DOE might take as the settlement continues to be upheld on appeal, or whether the DOE or other agencies might take actions against our institutions.
The final regulations also establish new rules for evaluating financial responsibility during a change in ownership. The final regulations increase the likelihood that the DOE could impose a financial protection requirement and other conditions on us and our institutions.
The final regulations also establish new rules for evaluating financial responsibility during a change in ownership. The final regulations increase the likelihood that the DOE could impose a financial protection requirement and other conditions on the Company and our institutions.
First, the DOE would agree to discharge loans and refund prior loan payments to the class members with loan debt associated with an institution on the list included in the proposed settlement (which includes Lincoln institutions).
First, the DOE would agree to discharge loans and refund prior loan payments to the class members with loan debt associated with an institution on the list included in the proposed settlement (which includes our institutions).
Under this definition, for DOE purposes as of December 31, 2024 we had the following three institutions, collectively consisting of three main campuses and 19 additional locations: 10 Index Main Institution/Campus(es) Additional Location(s) Iselin, NJ Moorestown, NJ Paramus, NJ Lincoln, RI Marietta, GA New Britain, CT Shelton, CT Philadelphia, PA East Windsor, CT Melrose Park, IL Allentown, PA Columbia, MD East Point, GA Indianapolis, IN Grand Prairie, TX Nashville, TN Denver, CO Union, NJ Mahwah, NJ Queens, NY South Plainfield, NJ Each institution must periodically apply to the DOE for continued certification to participate in Title IV Programs.
Under this definition, for DOE purposes as of December 31, 2025 we had the following three institutions, collectively consisting of three main campuses and 19 additional locations: 10 Index Main Institution/Campus(es) Additional Location(s) Iselin, NJ Moorestown, NJ Paramus, NJ Lincoln, RI Marietta, GA New Britain, CT Shelton, CT Levittown, PA East Windsor, CT Melrose Park, IL Allentown, PA Columbia, MD East Point, GA Indianapolis, IN Grand Prairie, TX Nashville, TN Denver, CO Union, NJ Mahwah, NJ Queens, NY South Plainfield, NJ Houston, TX Each of our institutions must periodically apply to the DOE for continued certification to participate in Title IV Programs.
These industry relationships not only provide our students with career opportunities which may include signing bonuses and tuition assistance plans, but also benefit Lincoln by sometimes providing equipment donations, scholarships and advice that enables us to design our curricula to better meet industry needs.
These industry relationships not only provide our students with career opportunities which may include signing bonuses and tuition assistance plans, but also benefit the Company by sometimes providing equipment donations, scholarships and advice that enables us to design our curricula to better meet industry needs.
The notice does not acknowledge or evaluate our prior responses to those applications. The DOE may attempt to impose liability on the Company for reimbursement for the discharged loans. If the DOE seeks reimbursement from us for the discharged loan amounts, we would consider our options for challenging the legal and factual bases for such actions.
The notice did not acknowledge or evaluate our prior responses to those applications. The DOE may attempt to impose liability on the Company for reimbursement for the discharged loans. If the DOE seeks reimbursement from us for the discharged loan amounts, we would evaluate our options for challenging the legal and factual bases for such actions.
As of December 31, 2024, the net assets for the Summerlin, Las Vegas campus were classified as held for sale, with operating results classified within the Transitional segment. The sale of the campus was consummated effective January 1, 2025. In addition, the Company closed the Somerville, Massachusetts campus in the prior year.
As of December 31, 2024, the net assets for the Summerlin, Las Vegas campus were classified as held for sale, with operating results classified within the Transitional segment. The sale of the Summerlin campus was consummated effective January 1, 2025. In addition, the Company closed the Somerville, Massachusetts campus in 2023.
On July 12, 2024, the NJBON placed our Paramus, New Jersey campus (the “Paramus campus”) practical nursing program on probation because, for three consecutive calendar years, less than 75% of the program’s graduates passed the state licensure examination on their first attempt.
In 2024, the NJBON placed our Paramus, New Jersey campus (the “Paramus campus”) practical nursing program on probation because, for three consecutive calendar years, less than 75% of the program’s graduates passed the state licensure examination on their first attempt.
In addition, each school must ensure that Title IV Program funds are properly accounted for and disbursed in the correct amounts to eligible students and provide reports on recipient data. 9 Index Other Financial Assistance Programs Some of our students receive financial aid from federal sources other than Title IV Programs, such as programs administered by the VA.
In addition, each school must ensure that Title IV Program funds are properly accounted for and disbursed in the correct amounts to eligible students and provide reports on recipient data. Other Financial Assistance Programs Some of our students receive financial aid from federal sources other than Title IV Programs, such as programs administered by the VA or states.
The regulations also establish processes for the DOE to seek recovery from the institution of the amount of discharged loans. On November 1, 2022, the DOE published new final BDR regulations with a general effective date of July 1, 2023 that also addressed other topics.
The regulations also establish processes for the DOE to seek recovery from the institution of the amount of discharged loans. In 2022, the DOE published new final BDR regulations with a general effective date of July 1, 2023 that also addressed other topics.
If the DOE does not decide those claims within 36 months, the applicants will receive automatic debt forgiveness and refunds without considering the merits of the claims. As a result of publicity about the opportunity afforded by the settlement, approximately 206,000 additional student borrowers submitted 250,000 applications prior to November 16, 2022.
If the DOE did not decide those claims within 36 months, the applicants would receive automatic debt forgiveness and refunds without considering the merits of the claims. As a result of publicity about the opportunity afforded by the settlement, approximately 206,000 additional student borrowers submitted 250,000 applications prior to November 16, 2022.
The Company identifies high-performing employee participants for acceleration training programs to develop internal candidates for succession opportunities in key functions. 5 Index Labor Relations We believe that we have good relationships with all of our employees. At seven of our 21 campuses, the teaching professionals are represented by various unions.
The Company identifies high-performing employee participants for acceleration training programs to develop internal candidates for succession opportunities in key functions. Labor Relations We believe that we have good relationships with all of our employees. At seven of our 22 campuses, the teaching professionals are represented by various unions.
The DOE will calculate these rates and measures under complex regulatory formulas outlined in the regulations and using data such as student debt (including not only Title IV loans but also certain private loans and extensions of credit), student earnings data, and comparative median earnings data for young working adults with only a high school diploma or GED (including state-by-state annual earnings thresholds for 2024 published by the DOE on December 31, 2024).
The regulations outlined complex regulatory formulas for calculating these rates and measures using data such as student debt (including not only Title IV loans but also certain private loans and extensions of credit), student earnings data, and comparative median earnings data for young working adults with only a high school diploma or GED (including state-by-state annual earnings thresholds for 2024 published by the DOE on December 31, 2024).
We take admissions requirements very seriously as they are the best indicators of our students’ likelihood for program success and completion, leading to successful employment in their chosen industry. The learner assessment is a questionnaire designed to discover challenges and help us to address them prior to the student attending.
We take admissions requirements very seriously as they are the best indicators of our students’ likelihood for program success and completion, leading to successful employment in their chosen industry. The learner assessment is a questionnaire designed to discover challenges and help us to address them prior to the student's enrollment.
For the 2024 fiscal year, we calculated our composite score to be 2.5. Composite scores are subject to determination by the DOE based on its review of our consolidated audited financial statements, but we believe it is likely that the DOE will determine that our institutions comply with the composite score requirement.
For the 2025 fiscal year, we calculated our composite score to be 2.0. Composite scores are subject to determination by the DOE based on its review of our consolidated audited financial statements, but we believe it is likely that the DOE will determine that our institutions comply with the composite score requirement.
To attend our schools, students must have either a high school diploma or a high school equivalency certificate (or General Education Development Certificate, GED). In addition, students must complete both an admissions interview and learner assessment.
Student Admissions, Enrollment and Retention Admissions. To attend our schools, students must have either a high school diploma or a high school equivalency certificate (or General Education Development Certificate, GED). In addition, students must complete both an admissions interview and learner assessment.
The new regulations establish rules for annually evaluating each of our educational programs based on the calculation of debt-to-earnings rates (an annual debt-to-earnings rate and a discretionary debt-to-earnings rate) and an earnings premium measure based on an evaluation of median annual earnings.
These new regulations established rules for annually evaluating each of our educational programs based on the calculation of debt-to-earnings rates (an annual debt-to-earnings rate and a discretionary debt-to-earnings rate) and an earnings premium measure based on an evaluation of median annual earnings.
If we cannot comply with the provisions of the HEA and the regulations of the DOE as they may be revised or with the terms of an executive order or the Presidential action or if the cost of such compliance is excessive or if funding is materially reduced or disrupted by changes in Title IV Programs or DOE, our revenues or profit margin could be materially adversely affected. 12 Index Gainful Employment.
If we cannot comply with the provisions of the HEA and the regulations of the DOE as they may be revised or with the terms of an executive order or other Presidential action or if the cost of such compliance is excessive or if funding is materially reduced or disrupted by changes in Title IV Programs or DOE, our revenues or profit margin could be materially adversely affected.
We cannot predict how the DOE will interpret and enforce the revised incentive compensation rule and the limited published guidance that the DOE has provided, nor how it will apply the rule and guidance to our past, present, and future compensation practices, or whether the DOE will issue new regulations or guidance on the subject. See Part I, Item I.
We cannot predict how the DOE will interpret and enforce the revised incentive compensation rule and the limited published guidance that the DOE has provided, nor how it will apply the rule and guidance to our past, present, and future compensation practices, or whether the DOE will issue new regulations or guidance on the subject.
If an institution's composite score is below 1.5, but is at least 1.0, it is in a category denominated by the DOE as "the zone." Under the DOE regulations, institutions that are in the zone typically may be permitted by the DOE to continue to participate in the Title IV Programs by choosing one of two alternatives: 1) the “Zone Alternative” under which an institution is required to make disbursements to students under the Heightened Cash Monitoring 1 (“HCM1”) payment method, or a different payment method other than the advance payment method, and to notify the DOE within 10 days after the occurrence of certain oversight and financial events or 2) submit a letter of credit to the DOE equal to 50 percent of the Title IV Program funds received by the institution during its most recent fiscal year.
The composite score must be at least 1.5 for the institution to be deemed financially responsible without the need for further oversight. 15 Index If an institution's composite score is below 1.5, but is at least 1.0, it is in a category denominated by the DOE as "the zone." Under the DOE regulations, institutions that are in the zone typically may be permitted by the DOE to continue to participate in the Title IV Programs by choosing one of two alternatives: 1) the “Zone Alternative” under which an institution is required to make disbursements to students under the Heightened Cash Monitoring 1 (“HCM1”) payment method, or a different payment method other than the advance payment method, and to notify the DOE within 10 days after the occurrence of certain oversight and financial events or 2) submit a letter of credit to the DOE equal to 50 percent of the Title IV Program funds received by the institution during its most recent fiscal year.
Therefore, the challenged amendments to the BDR regulations that were to take effect on July 1, 2023 are not in effect, but the previous BDR regulations generally remain in effect in the meantime and apply different substantive standards and procedures based on when a BDR claimant’s loans were disbursed.
Therefore, the challenged amendments to the BDR regulations that were to take effect on July 1, 2023 are not in effect, but the previous BDR regulations generally remain in effect at this time and apply different substantive standards and procedures based on when a BDR claimant’s loans were disbursed.
“Business - Regulatory Environment – Financial Responsibility Standards.” In September 2024, the DOE released the final cohort default rates for the 2021 federal fiscal year. These are the most recent final rates published by the DOE. The rates for our existing institutions for the 2021 federal fiscal year were zero.
“Business - Regulatory Environment – Financial Responsibility Standards.” In September 2025, the DOE released the final cohort default rates for the 2022 federal fiscal year. These are the most recent final rates published by the DOE. The rates for our existing institutions for the 2022 federal fiscal year were zero.
Therefore, the challenged amendments to the BDR and closed school discharge regulations that were to take effect on July 1, 2023 are not in effect, but the previous BDR and closed school discharge regulations in effect prior to July 1, 2023, generally remain in effect in the meantime. See Part I, Item I.
Therefore, the challenged amendments to the BDR and closed school discharge regulations that were to take effect on July 1, 2023 are not in effect, but the previous BDR and closed school discharge regulations in effect prior to July 1, 2023, generally remain in effect at this time. See Part I, Item I.
Students seeking financial aid under Title IV Programs obtain access to federal student financial aid through a DOE-prescribed application and eligibility certification. Each of our schools currently participates in Title IV Programs. For the fiscal year ended December 31 , 2024, approximately 82.0% (calculated based on cash receipts) of our revenues were derived from Title IV Programs.
Students seeking financial aid under Title IV Programs obtain access to federal student financial aid through a DOE-prescribed application and eligibility certification. Each of our schools currently participates in Title IV Programs. For the fiscal year ended December 31, 2025, approximately 84.7% (calculated based on cash receipts) of our revenues were derived from Title IV Programs.
If one or more of our educational programs were to yield debt-to-earnings rates or an earnings premium measure that do not comply with regulatory benchmarks for two of three consecutive years, we would lose Title IV eligibility for each of the impacted educational programs.
Under these regulations, if one or more of our educational programs were to yield debt-to-earnings rates or an earnings premium measure that did not comply with regulatory benchmarks for two of three consecutive years, we would lose Title IV eligibility for each of the impacted educational programs.
The vast regulatory schemes to which our industry is subject cover a significant portion of our operations such as our programs, instructional staff, administrative procedures, marketing and recruiting efforts, third-party servicers, private loan programs, and facilities, among other things.
The vast regulatory schemes to which our industry is subject cover a significant portion of our operations such as our educational programs, instructional staff, administrative procedures, marketing and recruiting efforts, financial stability, administration of financial aid programs, third-party servicers, private loan programs, and facilities, among other things.
Classroom instruction combines lectures and demonstrations by our experienced faculty with comprehensive hands-on laboratory exercises in simulated workplace environments. 2 Index The following table lists the programs offered as of December 31, 2024: Current Programs Offered Area of Study Associate's Degree Diploma and Certificate Skilled Trades Electrical and Electronic Systems Technology Service Management, HVAC Electrical & Electronics Systems Technology, Electrician Training, HVAC, Welding Technology, Welding Fabrication Technology, Welding and Metal Fabrication Technology, Welding with Introduction to Pipefitting, CNC Machining and Manufacturing, Advanced Manufacturing with Robotics Automotive Automotive Service Management, Collision Repair & Refinishing Service Management, Diesel & Truck Service Management, Heavy Equipment Maintenance Service Management Automotive Technology, Automotive Technology with BMW, Automotive Technology with Mopar X-Press, Automotive Technology with Volkswagen, Collision Repair and Refinishing Technology, Diesel & Truck Technology, Diesel & Truck Technology with Alternate Fuel Technology, Diesel & Truck Technology with Transport Refrigeration, Heavy Equipment Service Technology Health Sciences & Information Technology Medical Assisting Technology Medical Assistant, Patient Care Technician, Dental Assistant, Licensed Practical Nursing, Computer Systems Support Technician Skilled Trades.
Classroom instruction combines lectures and demonstrations by our experienced faculty with comprehensive hands-on laboratory exercises in simulated workplace environments. 4 Index The following table lists the programs offered as of December 31, 2025: Current Programs Offered Area of Study Associate Degree Diploma and Certificate Skilled Trades Electrical and Electronic Systems Technology Service Management, HVAC Electrical & Electronics Systems Technology, Electrician Training, HVAC, Welding Technology, Welding Fabrication Technology, Welding and Metal Fabrication Technology, Welding with Introduction to Pipefitting, CNC Machining and Manufacturing, Advanced Manufacturing with Robotics Automotive Automotive Service Management, Collision Repair & Refinishing Service Management, Diesel & Truck Service Management, Heavy Equipment Maintenance Service Management Automotive Technology, Collision Repair and Refinishing Technology, Diesel & Truck Technology, Diesel & Truck Technology with Transport Refrigeration, Heavy Equipment Service Technology Health Sciences & Information Technology Medical Assisting Technology Medical Assistant, Patient Care Technician, Dental Assistant, Licensed Practical Nursing, Computer Systems Support Technician Skilled Trades.
Our graduates are employed by a wide variety of employers, including residential and commercial construction, telecommunications installation companies and architectural firms. As of December 31, 2024, we offered skilled trades programs at 17 campuses. Automotive Technology. Automotive technology is our second largest area of study, with 29% of our total average student enrollment for the year ended December 31, 2024.
Our graduates are employed by a wide variety of employers, including residential and commercial construction, telecommunications installation companies and architectural firms. As of December 31, 2025, we offered skilled trades programs at 20 campuses. Automotive. Automotive is our second largest area of study, with 26% of our total average student enrollment for the year ended December 31, 2025.
Our automotive technology programs are 52 to 98 weeks in length, with tuition rates ranging from $27,000 to $42,000. We believe we are a leading provider of automotive technology education in each of our local markets. Graduates of our programs are qualified to obtain entry-level employment ranging from positions as technicians and mechanics to various apprentice level positions.
Our automotive programs are 52 to 94 weeks in length, with tuition rates ranging from $27,000 to $44,000. We believe we are a leading provider of automotive education in each of our local markets. Graduates of our programs are qualified to obtain entry-level employment ranging from positions as technicians and mechanics to apprentice-level positions.
“Business - Regulatory Environment – 90/10 Rule.” Similarly, the President could issue executive orders or take other actions and the DOE could establish new regulations or publish new guidance that could make it more difficult for our schools to operate and comply with applicable regulations.
See Part I, Item 1. “Business - Regulatory Environment – 90/10 Rule.” Similarly, the President can issue executive orders or take other actions, and the DOE could establish new regulations or publish new guidance, that could make it more difficult for our schools to operate and comply with applicable regulations.
The expanded financial responsibility regulations could result in the DOE recalculating and reducing our composite score to account for DOE estimates of potential losses under one or more of the extensive list of triggering circumstances and also could result in the imposition of conditions and requirements, including a requirement to provide one or more letters of credit or other forms of financial protection. 17 Index Return of Title IV Program Funds.
The expanded financial responsibility regulations could result in the DOE recalculating and reducing our composite score to account for DOE estimates of potential losses under one or more of the extensive list of triggering circumstances and also could result in the imposition of conditions and requirements, including a requirement to provide one or more letters of credit or other forms of financial protection.
All of our schools are currently approved to offer both distance and in-person learning by the DOE, ACCSC, and the states in which they are physically located.
All of our schools are currently approved to offer both distance and in-person learning by the DOE, the Accrediting Commission of Career Schools and Colleges (the "ACCSC"), and the states in which they are physically located.
An institution with revenues exceeding 90% for a single fiscal year will be placed in provisional certification status and may be subject to other enforcement measures, including a potential requirement to submit a letter of credit. See Part I, Item 1.
An institution with such revenues that exceed 90% of total revenue for a single fiscal year will be placed in provisional certification status and may be subject to other enforcement measures, including a potential requirement to submit a letter of credit. See Part I, Item 1.
We expect borrower defaults to increase during periods after the expiration of the temporary suspension which we expect will result in higher cohort default rates in the future particularly if borrowers do not successfully resume timely repayment of their federal student loans. We cannot predict how high our cohort default rates will increase in the future.
We expect borrower defaults to increase substantially during periods after the expiration of the temporary suspension which we expect will result in higher cohort default rates in the future particularly if borrowers do not successfully resume timely repayment of their federal student loans.
On October 10, 2023, the DOE published final new gainful employment and financial value transparency regulations which had a general effective date of July 1, 2024.
In 2023, the DOE published final new gainful employment and financial value transparency regulations which had a general effective date of July 1, 2024.
For the year ended December 31, 2024, skilled trades were our largest area of study, representing 45% of our total average student enrollment. Our skilled trades programs are 32 to 81 weeks in length, with tuition rates ranging from $21,000 to $36,000.
For the year ended December 31, 2025, skilled trades were our largest area of study, representing 52% of our total average student enrollment. Our skilled trades programs are 32 to 88 weeks in length, with tuition rates ranging from $21,000 to $36,000.
As of December 31, 2024, 21 of our campuses are institutionally accredited by the Accrediting Commission of Career Schools and Colleges (the “ACCSC”) which is recognized by the DOE.
As of December 31, 2025, 22 of our campuses are institutionally accredited by the Accrediting Commission of Career Schools and Colleges (the “ACCSC”) which is recognized by the DOE.
Our average student to teacher ratio was approximately 16.5 to 1 during the fiscal year ended December 31, 2024. Equal Opportunity We strive to create a culture of opportunity and excellence through our human capital management practices.
Our average student to teacher ratio was approximately 17.7 to 1 during the fiscal year ended December 31, 2025. Equal Opportunity We strive to create a culture of opportunity and excellence through our human capital management practices.
Our graduates are employed by a wide variety of companies, ranging from automotive and diesel dealers, to independent auto body paint and repair shops to trucking and construction companies. As of December 31, 2024, we offered programs in automotive technology at 13 campuses.
Our graduates are employed by a wide variety of companies, ranging from automotive and diesel dealers, to independent auto body paint and repair shops to trucking and construction companies. As of December 31, 2025, we offered programs in automotive at 14 campuses. Health Sciences & Information Technology.
“Business – Regulatory Environment – Negotiated Rulemaking.” The implementation of the final regulations have required us to change our compensation practices and has had and will continue to have a significant impact on the productivity of our employees, on the retention of our employees and on our business and results of operations. 21 Index Compliance with Regulatory Standards and Effect of Regulatory Violations.
The implementation of the final regulations have required us to change our compensation practices and has had and will continue to have a significant impact on the productivity of our employees, on the retention of our employees and our business and results of operations. Compliance with Regulatory Standards and Effect of Regulatory Violations.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOn October 10, 2023, the DOE published final gainful employment and financial value transparency regulations, which had a general effective date of July 1, 2024 and which establish rules for annually evaluating each of our educational programs based on the calculation of debt-to-earnings rates (an annual debt-to-earnings rate and a discretionary debt-to-earnings rate) and an earnings premium measure based on an evaluation of median annual earnings under complex regulatory formulas outlined in the regulations.
Biggest changeThe DOE published final gainful employment and financial value transparency regulations which established rules for annually evaluating each of our educational programs based on the calculation of debt-to-earnings rates (an annual debt-to-earnings ratio that compares the median annual earnings and median discretionary earnings of graduates who received federal financial aid to the median annual payment on loan debt borrowed for the program) and an earnings premium test that compares the median annual earnings of graduates from a program that received federal financial aid to an “earnings threshold” based on a typical high school graduate in their state (or in some cases nationally) and within a certain age range in the labor force under complex regulatory formulas outlined in the regulations.
“Business – Regulatory Environment – Negotiated Rulemaking.” We cannot predict the scope, timing or likelihood of future actions and changes by Congress, the President or the DOE with respect to the operations or existence of the DOE or the laws and regulations applicable to and the funding for the Title IV Programs.
“Business – Regulatory Environment – Negotiated Rulemaking.” We cannot predict the scope, timing or likelihood of future actions and changes by Congress, the President or the DOE with respect to the operations and existence of the DOE or the laws and regulations applicable to and the funding for Title IV Programs.
The composition of federal and state executive offices, executive agencies and legislatures that are subject to change based on the results of elections, appointments and other events, may adversely impact our industry through constant changes in that regulatory environment resulting from the disparate views towards the for-profit education industry. See Part I, Item 1.
The composition of federal and state executive offices, executive agencies and legislatures that are subject to change based on the results of elections, appointments and other events may adversely impact our industry through constant changes in the regulatory environment resulting from the disparate views towards the for-profit education industry. See Part I. Item 1.
We cannot predict our future capital needs, and if we are unable to secure additional financing when needed, our operations and revenues would be adversely affected. We may need to raise additional capital in the future to fund acquisitions, working capital requirements, expand our markets and program offerings or respond to competitive pressures or perceived opportunities.
We cannot predict our future capital needs, and if we are unable to secure additional financing when needed, our operations and revenues would be adversely affected. We may need to raise additional capital in the future to fund acquisitions and working capital requirements, expand our markets and program offerings or respond to competitive pressures or perceived opportunities.
We can issue shares of Preferred Stock without general shareholder approval, which could adversely affect the rights of common shareholders. Our Amended and Restated Certificate of Incorporation permits us to establish the rights, privileges, preferences and restrictions, including voting rights, of future series of our Preferred Stock and to issue such stock without approval from our shareholders.
We can issue shares of Preferred Stock without general shareholder approval, which could adversely affect the rights of shareholders of Common Stock. Our Amended and Restated Certificate of Incorporation permits us to establish the rights, privileges, preferences and restrictions, including voting rights, of future series of our Preferred Stock and to issue such stock without approval from our shareholders.
“Business – Regulatory Environment – Scrutiny of the For-Profit Postsecondary Education Sector.” Any laws or other actions that are adopted that limit our or our students’ participation in Title IV Programs or in programs to provide funds for active duty service members and veterans or the amount of student financial aid for which our students are eligible, or any decreases in enrollment related to the congressional activity concerning this sector, could have a material adverse effect on our academic or operational initiatives, cash flows, results of operations, or financial condition.
“Business - Regulatory Environment – Scrutiny of the For-Profit Postsecondary Education Sector.” Any laws or other actions that are adopted that limit our or our students’ participation in Title IV Programs or in programs to provide funds for active duty service members and veterans or the amount of student financial aid for which our students are eligible, or any decreases in enrollment related to the regulatory activity concerning this sector, could have a material adverse effect on our academic or operational initiatives, cash flows, results of operations or financial condition.
Programmatic accreditation is the process through which specific programs are reviewed and approved by industry- and program-specific accrediting entities. Although programmatic accreditation is not generally necessary for Title IV Program eligibility, such accreditation may be required to allow students to sit for certain licensure exams or to work in a particular profession or career or to meet other requirements.
Program accreditation is the process through which specific programs are reviewed and approved by industry- and program-specific accrediting entities. Although program accreditation is not generally necessary for Title IV Program eligibility, such accreditation may be required to allow students to sit for certain licensure exams or to work in a particular profession or career or to meet other requirements.
Public health pandemics, epidemics or outbreaks, such as the COVID-19 pandemic, and the resulting containment measures to be taken in response to such events have caused and may in the future cause economic and financial disruptions globally.
Public health pandemics, epidemics or outbreaks, such as the COVID-19 pandemic, and the resulting containment measures taken in response to such events have caused and may in the future cause economic and financial disruptions globally.
If we cannot comply with the provisions of the HEA and the regulations of the DOE, as they may be revised, or with the terms of an executive order or other executive action, or if the cost of such compliance is excessive, or if funding is materially reduced, or if funding is materially reduced or disrupted by changes to Title IV Programs, our revenues or profit margin could be materially adversely affected. 23 Index We could be subject to liabilities, letter of credit requirements, and other sanctions under the DOE’s Borrower Defense to Repayment regulations.
If we cannot comply with the provisions of the HEA and the regulations of the DOE, as they may be revised, or with the terms of an executive order or other executive action, or if the cost of such compliance is excessive, or if funding is materially reduced, or if funding is materially reduced or disrupted by changes to Title IV Programs, our revenues or profit margin could be materially adversely affected. 22 Index We could be subject to liabilities, letter of credit requirements, and other sanctions under the DOE’s Borrower Defense to Repayment regulations.
The failure to obtain applicable approvals from the DOE and other applicable regulators without delay or material condition in connection with the addition of a new location or educational program could have a significant impact on our business and results of operations. 28 Index Public health pandemics, epidemics or outbreaks, such as the COVID-19 pandemic, could have a material adverse effect on our business and operations.
The failure to obtain applicable approvals from the DOE and other applicable regulators without delay or material condition in connection with the addition of a new location or educational program could have a significant impact on our business and results of operations. 26 Index Public health pandemics, epidemics or outbreaks, such as the COVID-19 pandemic, could have a material adverse effect on our business and operations.
Because a significant percentage of our revenues is derived from the Title IV Programs, any action by Congress, the President, or the DOE that significantly reduces funding for Title IV Programs or that limits the ability of our schools, programs, or students to receive funding through such programs, that disrupts the operations of such programs, or that imposes new restrictions upon our business or operations could reduce our student enrollment and our revenues, increase our administrative costs, require us to arrange for alternative sources of financial aid for our students, and require us to modify our practices in order to fully comply.
Because a significant percentage of our revenues is derived from Title IV Programs, any action by Congress, the President, or the DOE that significantly reduces or disrupts funding for Title IV Programs or that limits the ability of our schools, programs, or students to receive funding through such programs, that disrupts the operations of such programs, or that imposes new restrictions upon our business or operations could reduce our student enrollment and our revenues, increase our administrative costs, require us to arrange for alternative sources of financial aid for our students, and require us to modify our practices in order to fully comply with Title IV Program requirements.
Moreover, damage to or total destruction of our campus facilities from various weather events may not be covered in whole or in part by any insurance we may have. Our success depends, in part, on the effectiveness of our marketing and advertising programs in recruiting new students.
Moreover, damage to or total destruction of our campus facilities from various weather events may not be covered in whole or in part by any insurance we may have. 29 Index Our success depends, in part, on the effectiveness of our marketing and advertising programs in recruiting new students.
The loss of the services of any of our key personnel, or our failure to attract and retain other qualified and experienced personnel on acceptable terms, could have an adverse effect on our ability to operate our business efficiently and to execute our growth strategy. 30 Index Our total assets include goodwill.
The loss of the services of any of our key personnel, or our failure to attract and retain other qualified and experienced personnel on acceptable terms, could have an adverse effect on our ability to operate our business efficiently and to execute our growth strategy. Our total assets include goodwill.
In addition, we could issue Preferred Stock to prevent a change in control of our Company, depriving common shareholders of an opportunity to sell their stock at a price in excess of the prevailing market price. 33 Index The trading price of our Common Stock may continue to fluctuate substantially in the future.
In addition, we could issue Preferred Stock to prevent a change in control of our Company, depriving shareholders of Common Stock of an opportunity to sell their stock at a price in excess of the prevailing market price. The trading price of our Common Stock may continue to fluctuate substantially in the future.
“Financial Statements and Supplemental Data - Notes to Consolidated Financial Statements – Note 7 Goodwill.” Strikes by our employees may disrupt our ability to hold classes as well as our ability to attract and retain students, which could materially adversely affect our operations.
“Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements – Note 7 Goodwill.” Strikes by our employees may disrupt our ability to hold classes as well as our ability to attract and retain students, which could materially adversely affect our operations.
The DOE continues to engage in a process to establish new regulations that have increased, and will continue to increase, the number and scope of regulatory requirements applicable to our schools. See Part I, Item 1.
The DOE continues to engage in a process to establish new regulations that have increased, and may continue to increase, the number and scope of regulatory requirements applicable to our schools. See Part I, Item 1.
Competition could decrease our market share and cause us to lower our tuition rates. The postsecondary education market is highly competitive. We compete for students and faculty with traditional public and private two-year and four-year colleges and universities and other proprietary schools, many of which have greater financial resources than we do.
Competition could decrease our market share and cause us to lower our tuition rates. The post-secondary education market is highly competitive. We compete for students and faculty with traditional public and private two-year and four-year colleges and universities and other proprietary schools, many of which have greater financial resources than we do.
Congress or by states that significantly reduce funding for Title IV Programs or other student financial assistance programs, or the ability of our students to participate in these programs, or establish different or more stringent requirements for our schools to participate in those programs, could have a significant impact on our student population, results of operations and cash flows.
In addition, any actions by Congress or by states that significantly reduce funding for Title IV Programs or other student financial assistance programs, or the ability of our students to participate in these programs, or establish different or more stringent requirements for our schools to participate in those programs, could have a significant impact on our student population, results of operations and cash flows.
All of our campuses are located at leased premises in various areas some of which can experience hurricanes, severe storms, floods, coastal storms, tornadoes, power outages and other severe weather events.
All of our campuses are located at leased premises in various areas some of which may experience hurricanes, severe storms, floods, coastal storms, tornadoes, power outages and other severe weather events.
And, like all companies that utilize technology, we face significant cybersecurity and other security threats that include, among other things, attempts to gain unauthorized access to sensitive student and employee information; attempts to compromise the integrity, confidentiality and/or availability of our systems, hardware and networks, and the information on them; insider threats; malware; ransomware; threats to the safety of our directors, officers and employees; and threats to our facilities, infrastructure and services.
Like all companies that utilize technology including those in our industry, we face significant cybersecurity and other security threats that include, among other things, attempts to gain unauthorized access to sensitive student and employee information; attempts to compromise the integrity, confidentiality and/or availability of our systems, hardware and networks, and the information on them; insider threats; malware; ransomware; threats to the safety of our directors, officers and employees; and threats to our facilities, infrastructure and services.
We cannot assure you that a breach, loss, or theft of personal information will not occur. 31 Index Changes in U.S. tax laws or adverse outcomes from examination of our tax returns could have an adverse effect upon our financial results. We are subject to income tax requirements in various jurisdictions in the United States.
The Company cannot assure that a breach, loss, or theft of personal information will not occur. Changes in U.S. tax laws or adverse outcomes from examination of our tax returns could have an adverse effect upon our financial results. We are subject to income tax requirements in various jurisdictions in the United States.
In addition, we contribute to multiemployer benefit plans that could result in liabilities to us if these plans are terminated or we withdraw from them. As of December 31, 2024, the teaching professionals at seven of our campuses are represented by unions and covered by collective bargaining agreements that expire between 2025 and 2027.
In addition, we contribute to multiemployer benefit plans that could result in liabilities to us if these plans are terminated or we withdraw from them. As of December 31, 2025, the teaching professionals at seven of our campuses are represented by unions and covered by collective bargaining agreements that expire between 2026 and 2030.
If we or any of our schools fail to comply with applicable federal, state, or accrediting agency requirements, our regulators could take a variety of adverse actions against us, and our schools could be subject to, among other things, a) the loss of, or placement of material restrictions or conditions on (i) state licensure or accreditation, (ii) eligibility to participate in and receive funds under the Title IV Programs or other federal or state financial assistance programs, or (iii) capacity to grant degrees, diplomas and certificates or b) the imposition of liabilities or monetary penalties, or a requirement to provide a letter of credit or other financial protection, any of which could have a material adverse effect on academic or operational initiatives, revenues or financial condition, and impose significant operating restrictions upon us.
“Business - Regulatory Environment.” If we or any of our schools fail to comply with applicable federal, state or accrediting agency requirements, our regulators could take a variety of adverse actions against us, and our schools could be subject to, among other things, (a) the loss of, or placement of material restrictions or conditions on (i) state licensure or accreditation, (ii) eligibility to participate in and receive Title IV Program funding or other federal or state financial assistance programs, or (iii) capacity to grant degrees, diplomas and certificates or (b) the imposition of liabilities or monetary penalties, or a requirement to provide a letter of credit or other financial protection, any of which could have a material adverse effect on academic or operational initiatives, revenues or financial condition, and impose significant operating restrictions upon us.
Our strategic plans for future expansion are based, in part, on our ability to open new schools as additional locations of our existing institutions, to add new educational programs at our existing schools, and take into account the applicable approval requirements of the DOE and our other regulatory agencies for adding new locations and educational programs.
Our strategic plans for future expansion are based, in part, on our ability to open new schools as additional locations of our existing institutions, add new educational programs at our existing schools, and take into account the applicable approval requirements of the DOE and our other regulatory agencies for adding new locations and educational programs. See Part I, Item 1.
The DOE’s Borrower Defense to Repayment regulations establish processes for borrowers to receive from the DOE a discharge of the obligation to repay certain Title IV Program loans based on certain acts or omissions by the institution or a covered party.
The DOE’s Borrower Defense to Repayment regulations establish processes for borrowers to receive from the DOE a discharge of the obligation to repay certain Title IV Program loans based on certain acts or omissions by the institution or a covered party for which a loan was obtained.
See Part I, Item 1. “Business – Regulatory Environment – Negotiated Rulemaking.” If we cannot comply with the provisions of these or other regulations, as they currently exist or may be revised, or if the cost of such compliance is excessive, or if funding is materially reduced, our revenues or profit margin could be materially adversely affected.
“Business – Regulatory Environment – Negotiated Rulemaking.” If we cannot comply with the provisions of these or other regulations, as they currently exist or may be revised, or if the cost of such compliance is excessive, or if funding is materially reduced, our revenues or profit margin could be materially adversely affected.
If the unearned funds are not properly calculated and timely returned, we may have to post a letter of credit in favor of the DOE or may be otherwise sanctioned by the DOE, which could increase our cost of regulatory compliance and adversely affect our results of operations.
If the unearned funds are not properly calculated and timely returned, we may have to post a letter of credit in favor of the DOE or may be otherwise sanctioned by the DOE, which could increase our cost of regulatory compliance and adversely affect our results of operations. See Part I, Item 1.
It is not possible at this time to predict whether the settlement will continue to be upheld on appeal, what additional actions the DOE might take as the settlement continues to be upheld on appeal, or whether the DOE or other agencies might take actions against Lincoln institutions.
It is not possible at this time to predict whether the settlement will continue to be upheld, what additional actions the DOE might take as the settlement continues to be upheld, or whether the DOE or other agencies might take actions against the Company's institutions.
“Business – Regulatory Environment – Scrutiny of the For-Profit Postsecondary Education Sector.” Adverse publicity regarding any past, pending, or future investigations, claims, settlements, and/or actions against us or other for-profit postsecondary schools could negatively affect our reputation, student enrollment levels, revenue, profit, and/or the market price of our Common Stock.
“Business – Regulatory Environment – Consumer Protection Laws and Scrutiny of the For-Profit Post-Secondary Education Sector.” Adverse publicity regarding any past, pending, or future investigations, claims, settlements, and/or actions against us or other for-profit post-secondary schools could negatively affect our reputation, student enrollment levels, revenue, profit, and/or the market price of our Common Stock.
An institution may lose its eligibility to participate in some or all Title IV Programs if the rates at which the institution's current and former students default on their federal student loans exceed specified percentages. See Part I, Item 1.
An institution may lose its eligibility to participate in some or all Title IV Programs if the rates at which the institution's current and former students default on their federal student loans exceed specified percentages.
Failure to obtain or maintain such programmatic accreditation may lead to a decline in enrollments in such programs. Our institutions would lose eligibility to participate in Title IV Programs if the percentage of their revenues derived from those programs exceeds 90%, which could reduce our student population and revenues.
Failure to obtain or maintain such program accreditation may lead to a decline in enrollments in such programs. Under the DOE’s 90/10 Rule, our institutions would lose their eligibility to participate in Title IV Programs if the percentage of their revenues derived from those programs exceeds 90%, which could reduce our student population and revenues.
DOE regulations specify extensive criteria an institution must satisfy to establish that it has the requisite “administrative capability” to participate in Title IV Programs, and the DOE recently published new regulations that expand the number and scope of these criteria. For a description of these criteria, see Part I, Item 1.
DOE regulations specify extensive criteria that an institution must satisfy to establish that it has the requisite financial responsibility and administrative capability to participate in Title IV Programs, and the DOE recently published new regulations that expand the number and scope of these criteria. For a description of these criteria, see Part I, Item 1.
Any of the cyberattacks, breaches or other disruptions or damage described above could interrupt our operations, result in theft of our and our students’ data or result in legal claims and proceedings, liability and penalties under privacy laws and increased cost for security and remediation, each of which could adversely affect our business and financial results.
Any of the cyberattacks, breaches or other disruptions described above could further result in theft of our data and our students’ data or result in legal claims and proceedings, liability, and penalties under privacy laws, reputational harm and increased cost for security and remediation, each of which could adversely affect our business and financial results.
We cannot be sure that additional financing will be available to us on favorable terms, or at all. If adequate funds are unavailable when required or on acceptable terms, we may be forced to forego attractive acquisition opportunities, or cease operations.
We cannot be certain that additional financing will be available to us on favorable terms, or at all. If adequate funds are unavailable when required or on acceptable terms, we may be forced to forego attractive acquisition opportunities or modify our operations.
At December 31, 2024, goodwill associated with our acquisitions decreased to approximately 2.5% from 3.1% of total assets at December 31, 2023. On at least an annual basis, we assess whether there has been an impairment in the value of goodwill. If the carrying value of the tested asset exceeds its estimated fair value, impairment is deemed to have occurred.
At December 31, 2025, goodwill associated with our acquisitions was approximately 2.2% of total assets, compared to 2.5% at December 31, 2024. On at least an annual basis, we assess whether there has been an impairment in the value of goodwill. If the carrying value of the tested asset exceeds its estimated fair value, impairment is deemed to have occurred.
“Business – Regulatory Environment – 90/10 Rule” and “Business – Regulatory Environment – Negotiated Rulemaking.” We cannot be certain that the changes we make to our operations in the future to address the new 90/10 Rule regulations will succeed in maintaining our institutions’ 90/10 Rule percentages below required levels or that the changes will not materially impact our business operations, revenues, and operating costs.
We cannot be certain that the changes we make to our operations in the future to address the new 90/10 Rule regulations will succeed in maintaining our institutions’ 90/10 Rule percentages below required levels or that the changes will not materially impact our business operations, revenues, and operating costs.
Item 1A. RISK FACTORS The risk factors described below and other information included elsewhere in this Annual Report on Form 10-K are among the numerous risks faced by our Company and should be carefully considered before deciding to invest in, sell or retain shares of our Common Stock.
The risk factors described below and other information included elsewhere in this Annual Report on Form 10-K, including our Consolidated Financial Statements and related notes, are among the numerous risks faced by our Company and should be carefully considered before deciding to invest in, sell or retain shares of our Common Stock.
The DOE periodically issues new regulations and guidance that can have an adverse effect on our institutions. We cannot predict the timing and content of any new regulations or guidance that the DOE may seek to impose or whether and to what extent the DOE may issue new regulations and guidance that could adversely impact for-profit schools including our institutions.
The DOE periodically issues new regulations and guidance. We cannot predict the timing and content of any new regulations or guidance that the DOE may seek to impose or whether and to what extent the DOE may issue new regulations and guidance that could adversely impact for-profit postsecondary schools including our institutions.
If any of these scenarios were to occur, our students’ ability to finance their education could be adversely affected and our student population could decrease, which could have a significant impact on our financial condition, results of operations and cash flows. In addition, any actions by the U.S.
If any of these scenarios were to occur, our students’ ability to finance their education could be adversely affected and our student population could decrease, which could have a significant impact on our financial condition, results of operations and cash flows.
We cannot be sure that we will be able to compete successfully against current or future competitors or that the competitive pressures we face will not adversely affect our revenues and profitability. 29 Index Our financial performance depends in part on our ability to continue to develop awareness and acceptance of our programs among high school graduates and working adults looking to return to school.
We cannot be certain of our ability to compete successfully against current or future competitors or that the competitive pressures we face will not adversely affect our revenues and profitability. Our financial performance depends in part on our effectiveness at developing awareness and acceptance of our programs among high school graduates and working adults looking to return to school.
The awareness of our programs among high school graduates and working adults looking to return to school is critical to the continued acceptance and growth of our programs. Our inability to continue to develop awareness of our programs could reduce our enrollments and impair our ability to increase our revenues or maintain profitability.
The awareness of our programs among high school graduates and working adults looking to return to school is critical to the continued acceptance and growth of our programs. Ineffectiveness at developing such awareness could reduce our enrollments and impair our ability to increase our revenues or maintain profitability.
The DOE has changed its regulations, and may make other changes in the future, in a manner which could require us to incur additional costs in connection with our administration of Title IV Programs, affect our ability to remain eligible to participate in Title IV Programs, impose restrictions on our participation in Title IV Programs, affect the rate at which students enroll in our programs, or otherwise have a significant impact on our business and results of operations.
The DOE periodically amends its regulations and issues new regulations in a manner which could require us to incur additional costs in connection with our administration of Title IV Programs, affect our ability to remain eligible to participate in Title IV Programs, impose restrictions on our participation in Title IV Programs, affect the rate at which students enroll in our programs, or otherwise have a significant impact on our business and results of operations.
“Business - Regulatory Environment – Regulation of Federal Student Financial Aid Programs.” The DOE typically places an institution in provisional certification status following a change in ownership resulting in a change of control, and may provisionally certify an institution for other reasons including, but not limited to, failure to comply with certain standards of administrative capability or financial responsibility.
The DOE typically places an institution on provisional certification status following a change in ownership resulting in a change of control, and may provisionally certify an institution for other reasons including, but not limited to, failure to comply with certain standards of administrative capability or financial responsibility.
The implementation and enforcement of these Borrower Defense to Repayment and closed school loan discharge regulations could have a material adverse effect on our business and results of operations. See Part I, Item 1. “Business - Regulatory Environment – Borrower Defense to Repayment Regulations” and “Business – Regulatory Environment – Closed School Loan Discharges.” The U.S.
The implementation and enforcement of these Borrower Defense to Repayment and closed school loan discharge regulations could have a material adverse effect on our business and results of operations. See Part I, Item 1.
Any of these factors may adversely affect the trading price of our Common Stock, regardless of our actual operating performance, and could prevent an investor from selling shares of our Common Stock at or above the price at which the investor purchased them.
Any of these factors may adversely affect the trading price of our Common Stock, regardless of our actual operating performance, and could prevent an investor from selling shares of our Common Stock at or above the price at which the investor purchased them. 30 Index ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Moreover, Congress, or the President, could take action to downsize or eliminate the DOE or transfer some or all of the DOE’s authority or responsibilities to another agency or to the States.
Also, Congress, or the President, can take action to downsize or eliminate the DOE or transfer some or all of the DOE’s authority or responsibilities to another agency.
An institution with revenues exceeding 90% for a single fiscal year will be placed in provisional certification status and may be subject to other enforcement measures.
An institution with such revenues that exceed 90% of total revenue for a single fiscal year will be placed in provisional certification status and may be subject to other enforcement measures.
These include timely detection of incidents through monitoring, training, incident response capabilities, and mitigating cybersecurity and other risks to our data, systems and services.
The objectives include timely detection of incidents through monitoring. training incident response capabilities, and mitigating cyber security risks and other risks to our data, systems and services.
An increase in interest rates could adversely affect our ability to attract and retain students. Our students and their families have benefitted from historic lows on student loan interest rates in prior years. Much of the financing our students receive is tied to floating interest rates. Recently, student loan interest rates have been higher, making borrowing for education more expensive.
An increase in interest rates could adversely affect our ability to attract and retain students. 27 Index Our students and their families have benefitted from historic lows on student loan interest rates in prior years. Much of the financing that our students receive is tied to floating interest rates.
If any of our institutions loses eligibility to participate in Title IV Programs, that loss would also adversely affect our students’ access to various government-sponsored student financial aid programs, and would have a significant impact on the rate at which our students enroll in our programs and on our business and results of operations.
This would also adversely affect our students’ access to various government-sponsored student financial aid programs which would have a significant impact on the rate at which our students enroll in our programs and on our business and results of operations.
The regulations will also require us to provide warnings to current and prospective students for programs in danger of losing of Title IV eligibility (which could deter prospective students from enrolling and current students from continuing their respective programs).
The regulations will also require us to provide warnings to current and prospective students for programs in danger of losing Title IV Program eligibility (which could deter prospective students from enrolling and current students from continuing their respective programs) and to provide to the DOE certifications and reporting data and to provide to students certain required disclosures related to gainful employment.
“Business - Regulatory Environment – Administrative Capability.” If we are found not to have satisfied the DOE’s “administrative capability” requirements, or to have otherwise failed to comply with one or more DOE requirements, one or more of our institutions and its additional locations could be limited in its access to, or lose, Title IV Program funding.
“Business - Regulatory Environment – Administrative Capability.” Our inability to satisfy the DOE’s criteria or otherwise fail to comply with one or more DOE requirements, one or more of our institutions and its additional locations could be limited in access to, or lose, Title IV Program funding.
We could also incur unanticipated costs to remediate impacts and lost business. The occurrence and impact of these various risks are difficult to predict, but one or more of them could have a material adverse effect on our financial position, results of operations and/or cash flows.
The occurrence and impact of these various risks are difficult to predict, but one or more of them could have a material adverse effect on our financial position, results of operations and or cashflows.
“Business – Regulatory Environment – Regulation of Federal Student Financial Aid Programs.” Any adverse action by the DOE or increased regulatory burdens as a result of the provisional certification status of one of our institutions could have a material adverse effect on enrollments and our revenues, financial condition, cash flows and results of operations.
“Business – Regulatory Environment – Regulation of Federal Student Financial Aid Programs.” Any adverse action by the DOE or increased regulatory burdens as a result of the DOE placing one or more of our institutions on provisional certification status in the future could have a material adverse effect on enrollments and our revenues, financial condition, cash flows and results of operations. 25 Index Regulatory agencies or third parties may conduct compliance reviews, bring claims or initiate litigation against us.
See Part I, Item 1. “Business - Regulatory Environment – Gainful Employment.” If one or more of our educational programs were to yield debt-to-earnings rates or an earnings premium measure that do not comply with regulatory benchmarks for two of three consecutive years, we would lose Title IV eligibility for each of the impacted educational programs.
The proposed regulations would amend the gainful employment and financial value transparency regulations. If one or more of our educational programs were to yield debt-to-earnings ratios or an earnings premium measure that do not comply with regulatory benchmarks for two of three consecutive years, we would lose Title IV Program eligibility for each of the impacted educational programs.
“Business - Regulatory Environment – Regulation of Federal Student Financial Aid Programs.” Congress, the President and the DOE may make changes to the DOE or the laws and regulations applicable to, or reduce funding for, Title IV Programs, which could reduce our student population, revenues or profit margin.
Congress, the President and the DOE may make changes to the DOE or the laws and regulations applicable to, or reduce funding for, Title IV Programs, or may reduce or disrupt the funding for Title IV Programs or cause a federal government shutdown, which could reduce our student population, revenues and/or profit margin.
If an institution erroneously determines that an educational program is eligible for purposes of Title IV Programs, the institution would likely be liable for repayment of Title IV Program funds provided to students in that educational program.
“Business - Regulatory Environment - Opening Additional Schools and Adding Educational Programs”. If an institution erroneously determines that a new location or an educational program is eligible for purposes of Title IV Programs, the institution would likely be liable for repayment of Title IV Program funds provided to students in that educational program.
Such actions could have a material adverse effect on our business and results of operations. We believe the DOE already may have discharged some or all of the pending applications. See Part I, Item I.
It is possible that all claims by our students might be forgiven either affirmatively by the DOE or automatically under the settlement agreement. Such actions could have a material adverse effect on our business and results of operations. We believe that the DOE already may have discharged some or all of the pending applications. See Part I, Item I.
A proprietary institution that derives more than 90% of its total revenue from Title IV Programs for two consecutive fiscal years becomes immediately ineligible to participate in Title IV Programs and may not reapply for eligibility until the end of at least two fiscal years.
An institution that derives more than 90% of its total revenue from Title IV Programs and other “federal funds that are disbursed or delivered to or on behalf of a student to be used attend the institution” (its “90/10 Rule percentage”) for two consecutive fiscal years becomes immediately ineligible to participate in Title IV Programs and may not reapply for eligibility until the end of at least two fiscal years.
We are also subject to increasing government, student information and cybersecurity and other security requirements, including disclosure obligations. We continue to invest in the cybersecurity and resiliency of our networks and products and enhance our internal controls and processes, which are designed to help protect our systems and infrastructure, and the information they contain.
We continue to invest in the cybersecurity and resiliency of our networks and enhance our internal controls and processes that are designed to help protect our systems and infrastructure and the information they contain.
We also face threats to our physical security, including to our facilities and the safety and the well-being of our people. These threats could involve terrorism, insider threats, workplace violence, civil unrest, natural disasters, damaging weather, or fires, which could adversely affect our company. Such acts could detrimentally impact our ability to perform our operations.
These threats could involve terrorism, insider threats, workplace violence, civil unrest, natural disasters, damaging weather, or fires, which could adversely affect our Company. Such acts could detrimentally impact our ability to perform our operations. We could also incur unanticipated costs to remediate impacts and lost business.
Our institutions would lose eligibility to participate in Title IV Programs if their former students defaulted on repayment of their federal student loans in excess of specified levels, which could reduce our student population and revenues.
“Business - Regulatory Environment – Student Loan Defaults.” If former students default on repayment of their federal student loans in excess of specified levels, our institutions would lose eligibility to participate in Title IV Programs.
Adverse publicity arising from scrutiny of us or other for-profit postsecondary schools may negatively affect us or our schools. In recent years, Congress, the DOE, state legislatures, accrediting agencies, the CFPB, the FTC, state attorneys general and the media have scrutinized the for-profit postsecondary education sector. See Part I, Item 1.
In recent years, Congress, the DOE, state legislatures, accrediting agencies, the CFPB, the FTC, state agencies and attorneys general and the media have scrutinized the for-profit post-secondary education sector. See Part I, Item 1.
In addition, if any of these multiemployer plans enters “critical status” under the Pension Protection Act of 2006, we could be required to make significant additional contributions to those plans. System disruptions to our technology infrastructure could impact our ability to generate revenue and could damage the reputation of our institutions.
In addition, if any of these multiemployer plans enters “critical status” under the Pension Protection Act of 2006, we could be required to make significant additional contributions to those plans. Our business could be negatively impacted by cybersecurity and other security threats or disruptions.
An institution must be accredited by an accrediting commission recognized by the DOE and by applicable state educational agencies in order to participate in Title IV Programs. See Part I, Item 1.
If our schools do not maintain their state licensure and accreditation, they may not participate in Title IV Programs, which could adversely affect our student population and revenues. An institution must be accredited by an accrediting commission recognized by the DOE and by applicable state educational agencies in order to participate in Title IV Programs. See Part I, Item 1.
Because we operate in a highly regulated industry, we are subject to compliance reviews and claims of noncompliance and lawsuits by government agencies and third parties.
If the results of these reviews or claims are unfavorable to us, our results of operations and financial condition could be adversely affected. Because we operate in a highly regulated industry, we are subject to compliance reviews and claims of noncompliance and lawsuits by government agencies and third parties.
We cannot predict how the DOE would interpret and enforce current or future regulations or how these regulations, or any regulations that may arise out of a negotiated rulemaking process or any other regulations that DOE may promulgate, may impact our schools’ participation in Title IV Programs; however, current or future regulations could have a material adverse effect on our schools’ business and results of operations, and the broad sweep of the recent rules and the rules that the DOE is currently developing may, in the future, require our schools to submit a letter of credit based on expanded standards of financial responsibility.
We cannot predict how the DOE will interpret and enforce current or future regulations or how these regulations, , may impact our schools’ participation in Title IV Programs; however, failure to comply with current or future regulations could have a material adverse effect on our schools’ business and results of operations, and the broad sweep of the recent rules and the rules that the DOE is currently developing may, in the future, require our schools to submit a letter of credit based on expanded standards of financial responsibility. 23 Index We are subject to fines and other sanctions if we make incentive payments to individuals involved in certain recruiting, admissions or financial aid activities, which could increase our cost of regulatory compliance and adversely affect our results of operations.
The DOE’s regulations prohibit an institution that participates in the Title IV Programs from engaging in substantial misrepresentation of the nature of its educational programs, financial charges, graduate employability or its relationship with the DOE.
The DOE’s regulations prohibit an institution that participates in the Title IV Programs from engaging in substantial misrepresentation of the nature of its educational programs, financial charges, graduate employability or its relationship with the DOE, which is broadly defined, and provide for prohibitions on certain types of recruiting tactics and conduct that the DOE deems to be aggressive or deceptive.
“Business - Regulatory Environment.” If we are found to have not satisfied the HEA or the DOE's requirements for Title IV Programs funding, one or more of our institutions, including its additional locations, could be limited in its access to, or lose, Title IV Program funding, which could adversely affect our revenue, as we received approximately 82% of our revenue (calculated based on cash receipts) from Title IV Programs during the fiscal year ended December 31, 2024, and have a significant impact on our business and results of operations.
Any of these actions could have a significant impact on our business. If we are found not to have satisfied the HEA’s or the DOE’s requirements for Title IV Program funding, one or more of our institutions, including its additional locations, could be limited in its access to, or lose, Title IV Program funding, which could adversely affect our revenue.
The faculty of the Company’s Union, New Jersey campus voted to be represented through collective bargaining in 2024. Although we believe that we have good relationships with these unions and with our employees, any strikes or work stoppages by our employees could adversely impact our relationships with our students, hinder our ability to conduct business and increase costs.
Although we believe that we have good relationships with these unions and with our employees, any strikes or work stoppages by our employees could adversely impact our relationships with our students, hinder our ability to conduct business and increase costs. We also contribute to multiemployer pension plans for some employees covered by collective bargaining agreements.
We also contribute to multiemployer pension plans for some employees covered by collective bargaining agreements. These plans are not administered by us, and contributions are determined in accordance with provisions of negotiated labor contracts.
These plans are not administered by us, and contributions are determined in accordance with provisions of negotiated labor contracts.
This could adversely affect our revenue, as we received approximately 82% of our revenue (calculated based on cash receipts) from Title IV Programs in 2024, which would have a significant impact on our business and results of operations.
As we received approximately 85% of our revenue (calculated based on cash receipts) from Title IV Programs during the fiscal year ended December 31, 2025. Loss of Title IV Program funding could adversely affect our revenue, which would have a significant impact on our business and results of operations. See Part I, Item 1.
Any system error or failure, or a sudden and significant increase in bandwidth usage, could result in the unavailability of systems to us or our students or result in delays and/or errors in processing student financial aid and related disbursements.
We license the software and related hosting and maintenance services for our online platform and our student information system from third-party software providers. Any system error or failure could result in the unavailability of systems to us or our students or result in delays and/or errors in processing student financial aid and related disbursements.
Additionally, while we maintain insurance against certain losses relating to cybersecurity threats and incidents that we believe to be at adequate levels of coverage, such coverage may not be sufficient to address an incident and we may not always be able to obtain adequate insurance to cover our losses.
While we maintain insurance coverage against certain losses relating to cyber security threats and other incidents that we believe to be at adequate levels of coverage, available insurance proceeds may not be sufficient to address the damages sustained as a result of such incidents.
“Business - Regulatory Environment – Student Loan Defaults.” If former students defaulted on repayment of their federal student loans in excess of specified levels, our institutions would lose eligibility to participate in Title IV Programs, would also adversely affect our students’ access to various government-sponsored student financial aid programs, and would have a significant impact on the rate at which our students enroll in our programs and on our business and results of operations. 26 Index We are subject to sanctions if we fail to correctly calculate and timely return Title IV Program funds for students who withdraw before completing their educational programs, which could increase our cost of regulatory compliance and decrease our profit margin.
If any of our institutions loses eligibility to participate in Title IV Programs, that loss would also adversely affect our students’ access to various government-sponsored student financial aid programs, and would have a significant impact on the rate at which our students enroll in our programs and on our business and results of operations. 24 Index Our institutions would lose their eligibility to participate in Title IV Programs if former students default on repayment of federal student loans in excess of specified levels, which could reduce our student population and revenues.
The 90/10 Rule regulations could have a materially adverse effect on us and other schools like ours. See Part I, Item 1.
Consequently, the current 90/10 Rule has increased and may continue to increase the 90/10 Rule calculations at our institutions. The 90/10 Rule regulations could have a material adverse effect on us and other schools like ours. See Part I, Item 1. “Business – Regulatory Environment – 90/10 Rule”.
The DOE published final regulations with a general effective date of July 1, 2024 that, among other issues, establish rules to authorize additional conditions and restrictions on provisionally certified institutions and expand existing regulations regarding administrative capability and financial responsibility. See Part I, Item 1.
“Business - Regulatory Environment – Regulation of Federal Student Financial Aid Programs.” The DOE’s current regulations establish rules that, among other things, authorize additional conditions and restrictions on provisionally certified institutions and expand existing regulations regarding administrative capability and financial responsibility. See Part I, Item 1.
If we are found to have violated this law, we could be fined or otherwise sanctioned by the DOE or we could face litigation filed under the qui tam provisions of the Federal False Claims Act. 25 Index If our schools do not maintain their state licensure and accreditation, they may not participate in Title IV Programs, which could adversely affect our student population and revenues.
If we are found to have violated this law, we could be fined or otherwise sanctioned by the DOE or we could face litigation filed under the qui tam provisions of the Federal False Claims Act.
Successful attacks could lead to losses or misuse of sensitive information or capabilities; theft or corruption of data; harm to personnel, infrastructure or products; financial costs and liabilities; protracted disruptions in our operations and performance; as well as damage to our reputation as a provider of educational services. 32 Index Our students and corporate business entities to whom we entrust confidential data, and on whom we rely to provide services, face similar threats and growing requirements, including ones for which others may seek to hold us responsible.
However, given the complex, continuing and evolving nature of cybersecurity threats and other security threats, including threats from targeting by more advanced and persistent adversaries, these efforts may not be fully effective, particularly against previously unknown vulnerabilities that could go undetected We have in place disaster recovery plans allowing us to resume some operations in die event of a localized event but successful attacks could lead to losses or misuse of sensitive information or capabilities, theft or corruption of data, harm to personnel, infrastructure or products, financial costs and liabilities, protracted disruptions in our operations and performance, as well as reputational harm. 28 Index Our students and corporate business entities to whom we entrust confidential data, and on whom we rely to provide services, face similar threats and growing requirements, including ones for which others may seek to hold us responsible.
All of our institutions are provisionally certified by the DOE, which may make them more vulnerable to unfavorable DOE action and place additional regulatory burdens on its operations. All of our institutions are provisionally certified by the DOE. See Part I, Item 1.
While none of our institutions are currently provisionally certified, the DOE could provisionally certify one or more of our institutions in the future, which would make them more vulnerable to unfavorable DOE action and place additional regulatory burdens on their operations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThis policy describes our initial actions upon learning of an incident, confirmation steps, notification to affected parties if any, risk mitigation planning, and post incident procedures.
Biggest changeThis policy describes our initial actions upon learning of an incident, confirmation steps, notification to affected parties if any, risk mitigation planning, and post incident procedures. ● Cybersecurity Incident Insurance - We maintain cybersecurity incident insurance coverage in amounts that we believe are adequate to address any incidents such as data destruction, extortion, theft, hacking, denial of service attacks and other such incidents.
From time to time, we engage additional third-party consultants or other advisors to assist in assessing, identifying and/or managing cybersecurity threats including formalized penetration and cybersecurity testing. • Third Party Risk Assessments – We conduct information security assessments before sharing or allowing the hosting of sensitive data in computing environments managed by third parties, and our standard contracts contain terms and conditions requiring certain security protections. • Training and Awareness – We provide monthly awareness training and testing to help our employees identify, avoid and mitigate cybersecurity threats, including spear phishing and other awareness testing. • Response Policy – We maintain a data breach response policy defining our incident analysis and response actions.
From time to time, we engage additional third-party consultants or other advisors to assist in assessing, identifying and/or managing cybersecurity threats including formalized penetration and cybersecurity testing. ● Third Party Risk Assessments – We conduct information security assessments before sharing or allowing the hosting of sensitive data in computing environments managed by third parties, and our standard contracts contain terms and conditions requiring certain security protections. ● Training and Awareness – We provide mandatory monthly awareness training and testing to all employees to help our employees identify, avoid and mitigate cybersecurity threats, including spear phishing and other awareness testing. ● Response Policy – We maintain a data breach response policy defining our incident analysis and response actions.
We continue to invest in the cybersecurity and resiliency of our networks and to enhance our internal controls and processes, which are designed to help protect our systems and infrastructure, and the information contained therein.
We continue to invest in the cybersecurity and resiliency of our networks and to enhance our internal controls and processes that are designed to help protect our systems and infrastructure and the information contained therein.
Our approach to cybersecurity risk management includes the following key elements: • Multi-Layered Defense Technology – We work to protect our computing environments and products from cybersecurity threats through multi-layered defenses and apply lessons learned from our defense and monitoring efforts to help prevent future attacks.
Our cybersecurity program includes the following key elements: ● Multi-Layered Defense Technology – We work to protect our computing environments and products from cybersecurity threats through multi-layered defenses and apply lessons learned from our defense and monitoring efforts to help prevent future attacks.
For additional visibility and perspective, we engage with a different third-party security firm for monthly reviews and analysis.
For additional visibility and perspective, we engage with a different third-party security firm for monthly reviews and analyses.
Our cybersecurity team, which maintains our cybersecurity function, is comprised of technology and cybersecurity professionals in the information technology department, and is led by our Chief Information Officer (“CIO”), who prior to joining the Company has held positions as CIO, Chief Technology Officer (“CTO”), and other key leadership positions in the travel, finance, internet, engineering, and pharmaceutical industries.
Our cybersecurity team, which maintains our cybersecurity function, is comprised of technology and cybersecurity professionals in the information technology department, and is led by our Chief Information Officer (“CIO”) who, prior to joining the Company, held positions as CIO, Chief Technology Officer (“CTO”), and other key leadership positions in the finance, insurance, pension benefits and banking industries.
In the event of a perceived threat or possible cybersecurity incident, the cybersecurity team is trained to assess, among other factors, student safety impact, data and personal information impact, the possibility of business operations disruption, projected cost, if any, and potential for reputational harm, with support from external technical, legal and law enforcement support, as appropriate. 34 Index Our Board of Directors, in coordination with our Audit Committee, is responsible for overseeing our enterprise risk management.
In the event of a perceived threat or possible cybersecurity incident, the cybersecurity team is trained to assess, among other factors, student safety impact, data and personal information impact, the possibility of business operations disruption, projected cost, if any, potential for reputational harm and reporting obligations, with support from external technical, legal and law enforcement support, as appropriate.
While we have experienced minor cybersecurity threats in the past, such as spear phishing or smishing (SMS phishing), to date no such threats have materially affected the Company or our financial position, results of operations and/or cash flows.
Cybersecurity Threats While we have experienced minor cybersecurity threats in the past, such as spear phishing or smishing (SMS phishing), to date no such threats have materially affected the Company’s business strategy, results of operations, or financial condition.
We utilize data analytics to detect anomalies and search for cybersecurity threats. • Continuous Monitoring and Analysis – We utilize a third-party Security Operations Center which maintains a 24/7 monitoring system and provides comprehensive cyber threat detection and response capabilities which complements the Lincoln cybersecurity team and leverages the technology, processes and threat detection techniques used to monitor, manage, and mitigate cybersecurity threats.
The plan will be tested annually with tabletop exercises. ● Continuous Monitoring and Analysis – We utilize a third-party Security Operations Center that maintains a 24/7 monitoring system and provides comprehensive cyber threat detection and response capabilities which complements the Company's cybersecurity team and leverages the technology, processes and threat detection techniques used to monitor, manage, and mitigate cybersecurity threats.
ITEM 1C. CYBERSECURITY We recognize the critical importance of maintaining the safety and security of our systems and data and we take a holistic approach to the oversight and management of cybersecurity and related risks. This approach is supported by our Board of Directors and management who are actively involved in the oversight of our risk management program.
ITEM 1C. CYBERSECURITY Risk Management and Strategy The Company recognizes the critical importance of maintaining the safety and security of our systems and data and we take a holistic approach to the oversight and management of cybersecurity and related risks.
Our CIO is responsible for management of cybersecurity risk and the protection and defense of our networks and systems. The cybersecurity team has broad experience and expertise, including cybersecurity threat assessment and detection, mitigation technologies, cybersecurity training, incident response, cyber forensics, insider threats and regulatory compliance.
The cybersecurity team has broad experience and expertise, including in cybersecurity threat assessment and detection, governance, identity and access management, logical security (including cloud, end point and network), security awareness and training, mitigation technologies, cybersecurity training, incident response, cyber forensics, insider threats and regulatory compliance.
As cybersecurity threats may arise, the cybersecurity team focuses on responding to and containing the threat and minimizing any business impact, as appropriate.
As cybersecurity threats may arise, the cybersecurity team focuses on responding to and containing the threat, minimizing any business impact and complying with reporting obligations, as appropriate. To that end, the department maintains a detailed Cybersecurity Incident Response Plan including appropriate notifications should an incident occur.
Removed
Like all companies that utilize technology, we face significant cybersecurity threats that include, among other things, attempts to gain unauthorized access to sensitive student and employee information; attempts to compromise the integrity, confidentiality and/or availability of our systems, hardware and networks, and the information on them; insider threats; malware; ransomware; threats to the safety of our directors, officers and employees; and threats to our facilities, infrastructure and service.
Added
This approach is supported by our Board of Directors and management who are actively involved in the oversight of our risk management program. The Company’s cybersecurity program is designed to protect and preserve the integrity of our networks and systems.
Removed
We maintain cybersecurity insurance coverage in amounts that we believe are adequate to address any incidents such as data destruction, extortion, theft, hacking, denial of service attacks and other such incidents. For more information concerning the risks that we face from cybersecurity threats, please see Part I, Item 1A, “Risk Factors”. 35 Index
Added
We utilize data analytics to detect anomalies and search for cybersecurity threats. ● Cybersecurity Incident Response Plan – We have in place a cybersecurity incident response plan that provides procedures regarding timely response and reporting of cyber incidents.
Added
However, the Company may incur expenses and losses related to a cyber incident that are not covered by insurance or that exceed our insurance coverage. Cybersecurity Governance Our Board of Directors oversees our cybersecurity program as part of our enterprise risk management.
Added
Our CIO reports directly to our Chief Executive Officer and is responsible for management of cybersecurity risk and the protection and defense of our networks and systems through, among other things recommending policies and standard, conducting regular risk assessments and maintaining compliance.
Added
Our CIO reports to the Board of Directors twice per year on the status of the Company’s cybersecurity risk management processes as well as on the cyber risks and threats that the Company faces and the emerging threat landscape.
Added
However, notwithstanding our efforts to protect confidential and personal information, we cannot assume that our systems and facilities will not experience a cybersecurity incident in the future that will materially affect us. Please see Part I, Item 1A, “Risk Factors”. 31 Index

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following table provides information relating to our facilities as of December 31, 2024, including our corporate office: Current Locations Brand Approximate Square Footage Columbia, Maryland Lincoln College of Technology 111,000 Denver, Colorado Lincoln College of Technology 213,000 Grand Prairie, Texas Lincoln College of Technology 158,000 Indianapolis, Indiana Lincoln College of Technology 126,000 Marietta, Georgia Lincoln College of Technology 30,000 Melrose Park, Illinois Lincoln College of Technology 88,000 Allentown, Pennsylvania Lincoln Technical Institute 25,000 East Windsor, Connecticut Lincoln Technical Institute 289,000 Iselin, New Jersey Lincoln Technical Institute 32,000 Lincoln, Rhode Island Lincoln Technical Institute 66,000 Mahwah, New Jersey Lincoln Technical Institute 79,000 Moorestown, New Jersey Lincoln Technical Institute 49,000 New Britain, Connecticut Lincoln Technical Institute 36,000 Paramus, New Jersey Lincoln Technical Institute 30,000 Philadelphia, Pennsylvania Lincoln Technical Institute 30,000 Queens, New York Lincoln Technical Institute 50,000 Shelton, Connecticut Lincoln Technical Institute 57,000 South Plainfield, New Jersey Lincoln Technical Institute 60,000 Union, New Jersey Lincoln Technical Institute 56,000 Nashville, Tennessee Nashville Auto Diesel College 292,000 East Point, Georgia Lincoln Technical Institute 56,000 Parsippany, New Jersey Corporate Office 17,000 Future Locations Brand Approximate Square Footage Hicksville, New York 1 Lincoln Technical Institute 65,000 Houston, Texas 2 Lincoln College of Technology 100,000 Nashville, Tennessee 3 Nashville Auto Diesel College 124,000 Levitttown, Pennsylania 4 Lincoln Technical Institute 91,000 We believe that our facilites are suitable for their intendedn puposes. 1 On December 12, 2024, the Company entered into a lease for approximately 65,000 square feet of space to serve as the Company’s new campus in Hicksville, New York.
Biggest changeThe following table provides information relating to our facilities as of December 31, 2025, including our corporate office: Current Locations Brand Approximate Square Footage Columbia, Maryland Lincoln College of Technology 111,000 Denver, Colorado Lincoln College of Technology 213,000 Grand Prairie, Texas Lincoln College of Technology 158,000 Indianapolis, Indiana Lincoln College of Technology 126,000 Marietta, Georgia Lincoln College of Technology 30,000 Melrose Park, Illinois Lincoln College of Technology 88,000 Allentown, Pennsylvania Lincoln Technical Institute 25,000 East Windsor, Connecticut Lincoln Technical Institute 289,000 Iselin, New Jersey Lincoln Technical Institute 32,000 Lincoln, Rhode Island Lincoln Technical Institute 66,000 Mahwah, New Jersey Lincoln Technical Institute 79,000 Moorestown, New Jersey Lincoln Technical Institute 55,000 New Britain, Connecticut Lincoln Technical Institute 36,000 Paramus, New Jersey Lincoln Technical Institute 30,000 Philadelphia, Pennsylvania Lincoln Technical Institute 30,000 Queens, New York Lincoln Technical Institute 50,000 Shelton, Connecticut Lincoln Technical Institute 57,000 South Plainfield, New Jersey Lincoln Technical Institute 60,000 Union, New Jersey Lincoln Technical Institute 56,000 East Point, Georgia Lincoln Technical Institute 72,000 Houston, Texas Lincoln College of Technology 98,000 Nashville, Tennessee Nashville Auto Diesel College 124,000 Levittown, Pennsylvania Lincoln Technical Institute 91,000 Parsippany, New Jersey Corporate Office 17,000 Future Locations Brand Approximate Square Footage Hicksville, New York 1 Lincoln Technical Institute 65,000 Rowlett, Texas 2 Lincoln College of Technology 88,000 We believe that our facilities are suitable for their intended purposes. 1 On December 12, 2024, the Company entered into a lease for approximately 65,000 square feet of space to serve as the Company’s new campus in Hicksville, New York.
ITEM 2. PROPERTIES As of December 31, 2024, we lease all of our properties. We continue to reevaluate our facilities to maximize our facility utilization and efficiency and to allow us to introduce new programs and attract more students. As of December 31, 2024, all of our existing leases expire between 2025 and 2045.
ITEM 2. PROPERTIES As of December 31, 2025, we lease all of our properties. We continue to reevaluate our facilities to maximize our facility utilization and efficiency and to allow us to introduce new programs and attract more students. As of December 31, 2025, all of our existing leases expire between 2025 and 2045.
The lease contains a renewal option allowing for either a 10-year renewal or two five-year renewals. 2 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 contains a renewal option allowing for either a 10-year renewal or two five-year renewals. 2 On September 12, 2025, the Company entered into a lease for approximately 88,000 square feet of space to serve as the Company's campus in Rowlett, a northern suburb of Dallas, Texas.
The lease term is currently planned to commence on or about May 1, 2025, with an initial lease term of 15 years and 9 months.
The lease term commenced on September 1, 2025, with an initial lease term of 15 years and 9 months.
Removed
The lease term commenced on January 2, 2024, with an initial lease term of 21-years and 6 months with three five-year renewal options. 3 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 Nashville, Tennessee campus.
Added
The lease term commenced on November 1, 2025, with an initial lease term of 15 years and 5 months.
Removed
The lease term commenced on November 1, 2023, with an initial lease term of 15-years with two five-year renewal options. 4 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.
Removed
As of December 31, 2023, this property was classified as held-for-sale on the Consolidated Balance Sheets. 36 Index

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeOne or more schools are expected to continue to appeal the final approval of the settlement, but Lincoln does not intend to continue participating in the appeal.
Biggest changeOne or more parties are expected to continue to appeal the final approval of the settlement, but the Company is not continuing to participate in the appeal.
Such actions could have a material adverse effect on our business and results of operations. We believe the DOE already may have discharged some or all of the pending applications. See Part I, Item I.
Such actions could have a material adverse effect on our business and results of operations. We believe that the DOE already may have discharged some or all of the pending applications. See Part I, Item I.
“Business – Regulatory Environment – Borrower Defense to Repayment Regulations.” In addition to the foregoing, 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.
“Business – Regulatory Environment – Borrower Defense to Repayment Regulations.” 32 Index In addition to the foregoing, 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.
On November 16, 2022, the federal district court approved the settlement as proposed and the DOE began implementing the settlement relief while Lincoln and other parties appealed the settlement’s final approval to the U.S. Court of Appeals for the Ninth Circuit. On November 5, 2024, the Ninth Circuit upheld the settlement on appeal.
On November 16, 2022, the federal district court approved the settlement as proposed and the DOE began implementing the settlement relief while the Company and other parties appealed the settlement’s final approval to the U.S. Court of Appeals for the Ninth Circuit. On November 5, 2024, the Ninth Circuit upheld the settlement on appeal.
It is not possible at this time to predict whether the settlement will continue to be upheld on appeal, what additional actions the DOE might take as the settlement continues to be upheld on appeal, or whether the DOE or other agencies might take actions against Lincoln institutions.
It is not possible at this time to predict whether the settlement will continue to be upheld on appeal, what additional actions the DOE might take as the settlement continues to be upheld on appeal, or whether the DOE or other agencies might take actions against our institutions.
As a result of this final approval, the DOE has estimated that approximately 196,000 student loan borrowers who attended one of the listed schools (including Lincoln institutions) will receive automatic student loan discharges; that another approximately 100,000 student loan borrowers who attended other schools not on the list would receive decisions under new procedures; and that approximately 250,000 student loan borrowers who submitted borrower defense applications between June 22, 2022 and November 16, 2022 would receive decisions under the DOE’s 2016 regulatory standards within 36 months or else receive automatic student loan discharges.
As a result of this final approval, the DOE estimated that approximately 196,000 student loan borrowers who attended one of the listed schools (including our institutions) would receive automatic student loan discharges; that another approximately 100,000 student loan borrowers who attended other schools not on the list would receive decisions under new procedures; and that approximately 250,000 student loan borrowers who submitted borrower defense applications between June 22, 2022 and November 16, 2022 would receive decisions under the DOE’s 2016 regulatory standards within 36 months or else receive automatic student loan discharges.
First, the DOE would agree to discharge loans and refund prior loan payments to class members with loan debt associated with an institution on the list included in the settlement (which includes Lincoln institutions).
First, the DOE would agree to discharge loans and refund prior loan payments to class members with loan debt associated with an institution on the list included in the settlement (which includes our institutions).

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

11 edited+0 added−3 removed2 unchanged
Biggest changePeriod Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publically Announced Plan Maximum Dollar Value of Shares Remaining to be Purchased Under the Plan October 1, 2024 to October 31, 2024 - $ - - $ 29,663,667 November 1, 2024 to November 30, 2024 - - - - December 1, 2024 to December 31, 2024 - - - - Total - - - For more information on the share repurchase program, See Part II.
Biggest changeThe following table presents the number and average price of shares purchased during the three months ended December 31, 2025. 34 Index Total Number of Shares Purchased Maximum Dollar Value of Shares Remaining to be Purchased Under the Plan Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan Period October 1, 2025 to October 31, 2025 - $ - - $ 29,663,667 November 1, 2025 to November 30, 2025 - - - 29,663,667 December 1, 2025 to December 31, 2025 - - - 29,663,667 Total - - - For more information on the share repurchase program, See Part II.
The companies in the index of peer issuers, which were selected in good faith on the basis of the similar nature of their business as postsecondary educational institutions, include American Public Education, Inc., Adtalem Global Education Inc., Strategic Education, Inc., Universal Technical Institute, Inc., and Perdoceo Education Corporation.
The companies in the index of peer companies, which were selected in good faith on the basis of the similar nature of their business as postsecondary educational institutions, include American Public Education, Inc., Adtalem Global Education Inc., Strategic Education, Inc., Universal Technical Institute, Inc., and Perdoceo Education Corporation.
Share Repurchases On May 24, 2022, the Company announced that the Board of Directors had approved a share repurchase program for 12 months authorizing purchases of up to $30.0 million.
Share Repurchases 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.
Dividend Policy The Company has not declared or paid any cash dividends on its 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 on its Common Stock in the foreseeable future.
Dividend Policy The Company has not declared or paid any cash dividends on its Common Stock since the Company’s Board of Directors discontinued our quarterly cash dividend program in February 2015. The Company currently has no intentions to resume the payment of cash dividends on its Common Stock in the foreseeable future.
The graph assumes that $100 was invested on December 31, 2019 and any dividends were reinvested on the date on which they were paid.
The graph assumes that $100 was invested on December 31, 2020 and any dividends were reinvested on the date on which they were paid.
Information regarding these securities as of December 31, 2024, is as follows: Plan Category Number of Securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted- average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders - $ - 1,684,587 Equity compensation plans not approved by security holders - - - Total - $ - 1,684,587 38 Index Stock Performance Graph This stock performance graph compares our total cumulative stockholder return on our Common Stock for the five years ended December 31, 2024 with the cumulative return on the Russell 2000 Index, S&P 500 and an index of peer companies.
Information regarding these securities as of December 31, 2025, is as follows: 33 Index Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Number of Securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted- average exercise price of outstanding options, warrants and rights Plan Category Equity compensation plans approved by security holders - $ - 1,327,243 Equity compensation plans not approved by security holders - $ - - Total - $ - 1,327,243 Stock Performance Graph This stock performance graph compares the total cumulative stockholder return on our Common Stock for the five years ended December 31, 2025, with the cumulative return on the Russell 2000 Index, S&P 500 and an index of peer companies.
Item 8. “Financial Statements and Supplemental Data - Notes to Consolidated Financial Statements – Note 12 Stockholders Equity.”
Item 8. “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements – Note 12 Stockholders Equity.” ITEM 6. [RESERVED]
On February 26, 2025, the last reported sale price of our Common Stock on the Nasdaq Global Select Market was $18.29 per share. Holders As of February 26, 2025, based on the information provided by Continental Stock Transfer & Trust Company, there were 42 shareholders of record of our Common Stock.
On February 27, 2026, the last reported sale price of our Common Stock on the Nasdaq Global Select Market was $36.24 per share. Holders As of February 27, 2026, based on the information provided by Continental Stock Transfer & Trust Company, there were 45 shareholders of record of our Common Stock.
On February 27, 2023, 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.
The Board of Directors subsequently 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, and extended the share repurchase program for additional 12-month periods, most recently through May 24, 2026.
During the year ended December 31, 2024, the Company did not repurchase any shares. 39 Index The following table presents the number and average price of shares purchased during the three months ended December 31, 2024. The remaining authorized amount for share repurchases under the program at December 31, 2024 was approximately $29.7 million.
During the year ended December 31, 2025, the Company did not repurchase any shares under the share repurchase program. As of December 31, 2025, the Company had approximately $29.7 million remaining for additional repurchases under the program.
As a result of the conversion, the aggregate 12,700 shares of Series A Preferred Stock were converted into 5,381,356 shares of Common Stock. Equity Compensation Plan Information We have various equity compensation plans under which equity securities are authorized for issuance.
Equity Compensation Plan Information We have various equity compensation plans under which equity securities are authorized for issuance.
Removed
During the fiscal year ended December 31, 2022, the Company paid a total of $1.1 million in cash dividends to holders of its Series A Convertible Preferred Stock (the “Series A Preferred Stock”) pursuant to the Securities Purchase Agreement entered into on November 14, 2019 and the Company’s Amended and Restated Certificate of Incorporation. 37 Index On November 30, 2022, the Company exercised in full its right of mandatory conversion of the Company’s Series A Preferred Stock.
Removed
In connection with the conversion, each share of Series A Preferred Stock has been cancelled and converted into 423.729 shares of the Company’s Common Stock, no par value per share. Shares of the Series A Preferred Stock are no longer outstanding and all rights of the holders to receive future dividends have terminated.
Removed
On May 7, 2024, the Company announced that its Board of Directors had authorized an extension of its share repurchase program for an additional 12 months through May 24, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

84 edited+30 added−99 removed64 unchanged
Biggest changeResults of Operations for the Three Years Ended December 31, 2024 The following table sets forth selected consolidated statements of operations data as a percentage of revenues for each of the periods indicated: Year Ended Dec 31, 2024 2023 2022 Revenue 100.0 % 100.0 % 100.0 % Costs and expenses: Educational services and facilities 41.3 % 42.9 % 42.7 % Selling, general and administrative 55.4 % 55.3 % 52.4 % Loss (gain) on sale of assets 0.5 % -8.2 % -0.1 % Gain on insurance proceeds -0.6 % 0.0 % 0.0 % Impairment of goodwill and long-lived assets 0.0 % 1.1 % 0.3 % Total costs and expenses 96.6 % 91.2 % 95.3 % Operating income 3.4 % 8.8 % 4.7 % Interest expense, net -0.1 % 0.6 % 0.0 % Income from operations before income taxes 3.3 % 9.4 % 4.7 % Provision for income taxes 1.1 % 2.6 % 1.1 % Net income 2.2 % 6.8 % 3.6 % Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Consolidated Results of Operations Revenue.
Biggest changeRecent and Planned Campus Openings Campus Location Type Status Opening Date East Point, GA New Campus Opened March 1, 2024 Nashville, TN Campus Relocation Opened March 1, 2025 Levittown, PA Campus Relocation Opened August 1, 2025 Houston, TX New Campus Opened August 1, 2025 Hicksville, NY New Campus In Progress By the end of 2026 Rowlett, TX New Campus In Progress First quarter of 2027 Results of Operations for the Three Years Ended December 31, 2025 The following table sets forth selected consolidated statements of operations data as a percentage of revenues for each of the periods indicated: Year Ended December 31, 2025 2024 Revenue 100 % 100 % Costs and expenses: Educational services and facilities 39.6 % 41.3 % Selling, general and administrative 54.6 % 55.4 % (Gain) loss on sale of assets (0.1 )% 0.5 % Gain on insurance proceeds 0.0 % (0.6 )% Impairment of goodwill and long-lived assets 0.0 % 0 % Total costs and expenses 94.2 % 96.6 % Operating income 5.8 % 3.4 % Interest expense, net (0.7 )% (0.1 )% Pension excise tax (0.2 )% 0 % Income from operations before income taxes 5.2 % 3.3 % Provision for income taxes 1.2 % 1.1 % Net income 4.0 % 2.2 % Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Consolidated Results of Operations Revenue.
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.
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 earnings before interest expense, taxes, depreciation and amortization ("EBITDA") for such period.
The sale of the campus was consummated effective January 1, 2025. Purchase and Sale-leaseback Transaction – Philadelphia, Pennsylvania Area Campus 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 the same property.
The sale of the Summerlin campus was consummated effective January 1, 2025. Purchase and Sale-leaseback Transaction – Philadelphia, Pennsylvania Area Campus 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 the same property.
The institutional extensions of credit are considered commitments because the students are required to fund their education using these funds and they are not reported in our Consolidated Financial Statements. SEASONALITY AND OUTLOOK 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.
The institutional loans extensions of credit are considered commitments because the students are required to fund their education using these funds and they are not reported in our Consolidated Financial Statements. SEASONALITY AND OUTLOOK 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.
Among other things, the 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.
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.
Our diploma/certificate programs range in duration from 27 to 104 weeks, our associate’s degree programs range in duration from 69 to 94 weeks, and students attend classes for different amounts of time per week depending on the school and program in which they are enrolled. Because we start new students every month, our total student population changes monthly.
Our diploma/certificate programs range in duration from 27 to 104 weeks, our associate’s degree programs range in duration from 77 to 94 weeks, and students attend classes for different amounts of time per week depending on the school and program in which they are enrolled. Because we start new students every month, our total student population changes monthly.
On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, bad debts, goodwill and impairment of long-lived assets and income taxes. Actual results could differ from those estimates. The critical accounting policies discussed herein are not intended to be a comprehensive list of all of our accounting policies.
On an ongoing basis, we evaluate our estimates and assumptions, including those related to bad debts, goodwill and impairment of long-lived assets and income taxes. Actual results could differ from those estimates. The critical accounting policies discussed herein are not intended to be a comprehensive list of all of our accounting policies.
“Risk Factors - Risks Related to Our Industry”. 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.
“Risk Factors - Risks Related to Our Industry”. 43 Index 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.
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. 45 Index We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense.
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.
Goodwill represents the excess of purchase price over the fair value of tangible net assets and identifiable intangible assets of the businesses acquired. Lincoln tests goodwill for impairment annually, in the fourth quarter of each year, unless there are events or changes in circumstances that indicate an impairment may have occurred.
Goodwill represents the excess of purchase price over the fair value of tangible net assets and identifiable intangible assets of the businesses acquired. The Company tests goodwill for impairment annually, in the fourth quarter of each year, unless there are events or changes in circumstances that indicate an impairment may have occurred.
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.
Credit Facility On February 16, 2024, the Company entered into a secured credit agreement (as subsequently amended, 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 (as subsequently amended, the “Facility”), the proceeds of which are to be used for working capital, general corporate and certain other permitted purposes.
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.
GENERAL 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.
We believe that we provide our students with the highest quality career-oriented training available for our areas of study in our markets thereby serving students, local employers and their communities.
We believe that we provide our students with the high-quality career-oriented training available for our areas of study in our markets thereby serving students, local employers and their communities.
Item 8. “Financial Statements and Supplemental Data - Notes to Consolidated Financial Statements – Note 6 Leases and Note 8 Real Estate Transactions.” Our revenues consist primarily of student tuition and fees derived from the programs we offer. Our revenues are reduced by scholarships granted by us to some of our students.
“Financial Statements and Supplemental Data - Notes to Consolidated Financial Statements – Note 6 Leases and Note 8 Real Estate Transactions.” 35 Index Our revenues consist primarily of student tuition and fees derived from the programs we offer. Our revenues are reduced by scholarships granted by us to some of our students.
We are required to post surety bonds on behalf of our campuses and education representatives with multiple states to maintain authorization to conduct our business. At December 31, 2024, we posted surety bonds in the aggregate amount of approximately $17.0 million. These off-balance sheet arrangements do not adversely impact our liquidity or capital resources.
We are required to post surety bonds on behalf of our campuses and education representatives with multiple states to maintain authorization to conduct our business. At December 31, 2025, we posted surety bonds in the aggregate amount of approximately $20.0 million. These off-balance sheet arrangements do not adversely impact our liquidity or capital resources.
Overall, our allowance estimation process for student receivables is validated by trending analysis and comparing estimated and actual performance. The Company evaluates its provision for credit losses on at least a quarterly basis, considering factors such as micro and macro-economic conditions, the current political climate, and other industry factors.
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. The Company evaluates its provision for credit losses on at least a quarterly basis, considering factors such as micro and macro-economic conditions, the current political climate, and other industry factors.
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 the year ended December 31, 2024, there were no impairments related to long-lived assets.
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 the years ended December 31, 2025 and 2024, there were no impairments related to long-lived assets. Income taxes.
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 Company manages its business, evaluates performance and allocates resources based on these reportable business segments. 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 our campuses continuing in operation are classified in this segment.
Additionally, we obtain independent market metrics for the industry and our peers to assist in the development of these key assumptions. This process is consistent with our internal forecasts and operating plans. For the year ended December 31, 2024, there were no impairments related to goodwill.
Additionally, we obtain independent market metrics for the industry and our peers to assist in the development of these key assumptions. This process is consistent with our internal forecasts and operating plans. For the years ended December 31, 2025 and 2024, there were no impairments related to goodwill. Impairment of Long-Lived Assets .
A 1% increase in our bad debt expense as a percentage of revenues for the fiscal years ended December 31, 2024, 2023, and 2022 would have resulted in an increase in bad debt expense of $4.4 million, $3.8 million, and $3.5 million, respectively.
A 1% increase in our bad debt expense as a percentage of revenues for the fiscal years ended December 31, 2025, and 2024, would have resulted in an increase in bad debt expense of $5.2 million and $4.4 million, respectively.
As of December 31, 2024 and 2023, we had outstanding extensions of credit commitments to our active students of $44.6 million and $33.6 million, respectively. These are institutional extensions of credit and no cash is advanced to students. The full extension of credit amount is not guaranteed unless the student completes the program.
As of December 31, 2025, and 2024, we had outstanding extensions of credit loan principal commitments to our active students of $53.3 million and $44.6 million, respectively. These are institutional loans, extensions of credit and no cash is advanced to students. The full loan amount extension of credit amount is not guaranteed unless the student completes the program.
The largest of these programs are Title IV Programs which represented approximately 82%, 81%, and 74% of our revenue on a cash basis while the remainder is primarily derived from state grants and cash payments made by students during fiscal years 2024, 2023, and 2022, respectively.
The largest of these programs are Title IV Programs which represented approximately 85% and 82% of our revenue on a cash basis during fiscal years 2025 and 2024, respectively, while the remainder was primarily derived from state grants and cash payments made by students.
Our bad debt expense as a percentage of revenues for the fiscal years ended December 31, 2024, 2023, and 2022 was 12.9%, 11.0%, and 10.0%, respectively.
Our bad debt expense as a percentage of revenues for the fiscal years ended December 31, 2025, and 2024 was 11.2% and 12.9%, respectively.
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.
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.
Our average enrollment for the fiscal year ended December 31, 2024 was 14,426 students and our revenues were $440.1 million, which represented an increase of 16.4% over the prior fiscal year. For more information relating to our revenues, profits and financial condition, please refer to our Consolidated Financial Statements included in this Annual Report on Form 10-K.
Our average enrollment for the fiscal year ended December 31, 2025 was 16,622 students and our revenues were $518.2 million, which represented an increase of 17.8% over the prior fiscal year. For more information relating to our revenues, profits and financial condition, please refer to our Consolidated Financial Statements included in this Annual Report on Form 10-K.
Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors, including those we discuss under “Risk Factors” and “Forward-Looking Statements” and elsewhere in this Annual Report on Form 10-K.
Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors, including those we discuss under “Risk Factors” and “Forward-Looking Statements” and elsewhere in this Annual Report on Form 10-K. The following generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
In addition, we plan to invest $2.5 million into expanding programs at the Melrose, Illinois and Allentown, Pennsylvania campuses and we plan to invest an additional $20.0 million for educational equipment, real estate improvements, and information technology across various campuses. We expect to fund future capital expenditures with cash generated from operating activities and cash on hand.
In addition, we invested $7.8 million into expanding programs at the Melrose, Illinois, Allentown, Pennsylvania and South Plainfield, New Jersey campuses and we invested an additional $22.5 million for educational equipment, real estate improvements, and information technology across various campuses. We expect to fund future capital expenditures with cash generated from operating activities and cash on hand.
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.
Five of our 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 our campuses are nationally accredited and are eligible to participate in federal financial aid programs administered by the U.S.
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.
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.
By combining virtual training with traditional classroom-based training led by experienced instructors, we believe we offer our students a unique opportunity to develop practical job skills in many of the key areas of expected job demand.
By combining virtual training with traditional classroom-based training led by experienced instructors, we believe we offer our students a unique opportunity to develop practical job skills in many of the key areas of expected job demand. We believe these job skills enable our students to compete effectively for employment opportunities and to pursue salary and career advancement.
Contractual Obligations Current portion of Long-Term Debt, Long-Term Debt and Lease Commitments. As of December 31, 2024, we have no debt outstanding. We lease offices, educational facilities, and various items of equipment for varying periods through the year 2045 under basic annual rentals.
Contractual Obligations Current portion of Long-Term Debt, Long-Term Debt and Lease Commitments. As of December 31, 2025, we have no debt outstanding. 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).
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 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.
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.
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. The Company’s business is organized into two reportable business segments: Campus Operations and Transitional.
Selling, general and administrative expenses also includes the cost of all student services including financial aid and career services.
Selling, general and administrative expenses also includes the cost of all student services including financial aid and career services. All marketing and student enrollment expenses are recognized in the period incurred.
The change year-over-year was mainly driven by the following factors: • Revenue increased $65.7 million, or 17.9% to $432.9 million for the fiscal year ended December 31, 2024 from $367.2 million in the prior year.
The change compared to the prior year was mainly driven by the following factors: ● Revenue increased $85.3 million, or 19.7% to $518.2 million for the fiscal year ended December 31, 2025 from $432.9 million in the prior year.
If we conclude based on our qualitative review that it is more likely than not that the fair value of the reporting unit is less than the carrying value, we proceed with a quantitative impairment test. 44 Index When we perform our quantitative impairment test we believe the most critical assumptions and estimates in determining the estimated fair value of our reporting units include, but are not limited to, future tuition revenues, operating costs, working capital changes, capital expenditures and a discount rate.
When we perform our quantitative impairment test we believe that the most critical assumptions and estimates in determining the estimated fair value of our reporting units include, but are not limited to, future tuition revenues, operating costs, working capital changes, capital expenditures and a discount rate.
All marketing and student enrollment expenses are recognized in the period incurred. 42 Index Real Estate Transactions Asset Purchase Agreement – Summerlin, Las Vegas On November 11, 2024, the Company entered into an agreement with DVMD LLS (IntelliTec College) for the sale of the Summerlin, Las Vegas (“Euphoria”) campus.
Real Estate Transactions Asset Purchase Agreement – Summerlin, Las Vegas On November 11, 2024, the Company entered into an agreement with DVMD LLS (IntelliTec College) for the sale of the Summerlin, Las Vegas (“Euphoria”) campus.
Capital expenditures were 13.1% of revenues in 2024 and are expected to be approximately 16.0% of revenues in 2025. The increase in planned capital expenditures over the prior year will be driven by several factors that include but are not limited to the buildout of the Nashville, Tennessee, Levittown, Pennsylvania, Houston, Texas and Hicksville, New York campuses.
The increase in capital expenditures over the prior year was driven by several factors that include but not limited to the buildout of the Nashville, Tennessee, Levittown, Pennsylvania, Houston, Texas and Hicksville, New York campuses.
Our estimation methodology considers 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.
Our standard student receivable allowance is based on an estimate of lifetime expected credit losses for student receivables that considers vintages of receivables to determine a loss rate. Our estimation methodology considers 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.
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.
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 following chart summarizes the principal elements of our cash flow for each of the three fiscal years in the period ended December 31, 2024: Cash Flow Summary Year Ended December 31, 2024 2023 2022 (In thousands) Net cash provided by operating activities $ 29,306 $ 25,558 $ 882 Net cash (used in) provided by investing activities $ (46,971 ) $ 7,369 $ (21,354 ) Net cash used in financing activities $ (3,331 ) $ (2,945 ) $ (12,548 ) As of December 31, 2024, the Company had $59.3 million in cash and cash equivalents, compared to $80.3 million in cash and cash equivalents and restricted cash as of December 31, 2023.
The following chart summarizes the principal elements of our cash flow for each of the three fiscal years in the period ended December 31, 2025: Cash Flow Summary Year Ended December 31, 2025 2024 Net cash provided by operating activities $ 59,311 $ 29,306 Net cash (used in) provided by investing activities $ (86,199 ) $ (46,971 ) Net cash used in financing activities $ (3,866 ) $ (3,331 ) As of December 31, 2025, the Company had $28.5 million in cash and cash equivalents, compared to $59.3 million in cash and cash equivalents as of December 31, 2024.
Net cash provided by operating activities for the years ended December 31, 2024 and 2023 was $29.3 million and $25.5 million, respectively. The increase from prior year was primarily driven by higher net income after adjusting for non-operational income items.
Net cash provided by operating activities for the years ended December 31, 2025, and 2024 was $59.3 million and $29.3 million, respectively. The increase from the prior year was primarily driven by higher net income and changes in working capital.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our discussions of our financial condition and results of operations are based upon our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP.
During the year ended December 31, 2025, the Company invested approximately $13.6 million in capital investments. 36 Index CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our discussions of our financial condition and results of operations are based upon our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").
These factors include, but are not limited to: internal repayment history, changes in the current economic, 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.
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, changes in the current economic, legislative or regulatory environments, internal cash collection forecasts and the ability to complete the federal financial aid process with the student.
The 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 Amendment does not materially alter the Fifth Third Credit Agreement. Climate Change Climate change has not had and is not expected to have a significant impact on our operations.
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.
If we determine that impairment has occurred, we record a write-down of the carrying value and charge the impairment as an operating expense in the period the determination is made. As of December 31, 2024, goodwill was approximately $10.7 million, or 2.5%, of our total assets.
If we determine that impairment has occurred, we record a write-down of the carrying value and charge the impairment as an operating expense in the period the determination is made.
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, which currently operates 22 campuses in 12 states, has entered into leases for two new campuses: one in Hicksville, New York, with programs expected to begin by the end of 2026, and one in Rowlett, Texas, a northern suburb of Dallas, where the lease commenced in the fourth quarter of 2025, and programs are expected to begin in the first quarter of 2027.
As of December 31, 2024, the net assets for the Summerlin, Las Vegas campus were classified as held for sale, with operating results classified within the Transitional segment. The sale of the campus was consummated effective January 1, 2025. In addition, the Company closed the Somerville, Massachusetts campus in the prior year.
As of December 31, 2024, the net assets for the Summerlin, Las Vegas campus were classified as held for sale, with operating results classified within the Transitional segment. The sale of the Summerlin campus was consummated effective January 1, 2025. As of December 31, 2025, we had 17,046 students enrolled at 22 campuses.
We have assessed the costs incurred to obtain a contract with a student and determined them to be immaterial. 43 Index Allowance for Credit Losses. On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments .
We have assessed the costs incurred to obtain a contract with a student and determined them to be immaterial. 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 .
We believe these job skills enable our students to compete effectively for employment opportunities and to pursue salary and career advancement. 41 Index In the last several years, we have further implemented our plan of improving the student experience by adding program offerings, enhancing existing program offerings and expanding geographically with new state of the art campuses. See Part II.
In the last several years, we have further implemented our plan of improving the student experience by adding program offerings, enhancing existing program offerings and expanding geographically with new state of the art campuses. See Part II. Item 8.
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 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.
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 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.
Our expenses, however, typically do not vary significantly over the course of the year with changes in our student population and revenue. Effect of Inflation Inflation has not had a material effect on our operations.
Our expenses, however, typically do not vary significantly over the course of the year with changes in our student population and revenue. Effect of Inflation Inflation has not had a material effect on our operations. ITEM 7A . QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK During the year ended December 31, 2025, we invested cash reserves into money market funds.
Increased costs were driven by several factors including additional performance-based incentives, stock-based compensation, and an increase in legal costs. 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.
Additionally, employee medical claims increased and performance-based incentive compensation increased in line with improved financial performance. 42 Index LIQUIDITY AND CAPITAL RESOURCES Our primary capital requirements are for the maintenance and expansion of our facilities and the development of new programs. Our principal source of liquidity has been cash provided by operating activities.
When we perform our annual goodwill impairment assessment we have the option to perform a qualitative assessment based on a number of factors impacting our reporting units (Step 0).
As of December 31, 2025, goodwill was approximately $10.7 million, or 2.2%, of our total assets. 37 Index When we perform our annual goodwill impairment assessment we have the option to perform a qualitative assessment based on a number of factors impacting our reporting units.
As of December 31, 2024, the net assets for the Summerlin, Las Vegas campus were classified as held for sale, with operating results classified within the Transitional segment. The sale of the campus was effectuated on January 1, 2025. In addition, the Company closed the Somerville, Massachusetts campus in the prior year.
As of December 31, 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.
On May 7, 2024, the Company announced that its Board of Directors had authorized an extension of its share repurchase program for an additional 12 months through May 24, 2025. During the year ended December 31, 2024, the Company did not repurchase any additional shares.
Further, the prior year cash position benefited from $33.3 million in proceeds resulting from the sale of our Nashville, Tennessee property. On May 7, 2024, the Company announced that its Board of Directors had authorized an extension of its share repurchase program for an additional 12 months through May 24, 2025.
During the fiscal years ended December 31, 2024, 2023, and 2022, we did not record any interest and penalties expense associated with uncertain tax positions, as we do not have any uncertain tax positions.
During the fiscal years ended December 31, 2025, and 2024, we did not record any interest and penalties expense associated with uncertain tax positions, as we do not have any uncertain tax positions. 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.
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. 55 Index 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.
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 year ended December 31, 2025 and 2024, the fees were not material.
As a result of the adoption, the Company has revised the way in which it calculates reserves on outstanding student accounts receivable balances. Details considered by management in the estimate include the following: We extend credit to a portion of the students who are enrolled at our academic institutions for tuition and certain other educational costs.
Details considered by management in the estimate include the following: We extend credit to a portion of the students who are enrolled at our academic institutions for tuition and certain other educational costs. Based upon past experience and judgment, we establish an allowance for credit losses with respect to student receivables which we estimate will ultimately not be collectible.
The impairment was the result of an assessment of the current market value, as compared to the carrying value of the assets. Income taxes. The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”).
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”).
Net interest expense was $0.5 million compared to net interest income of $2.3 million for the fiscal years ended December 31, 2024 and 2023, respectively. Interest expense in the current year was primarily driven by the addition of two additional finance leases. Income taxes.
Financing Activities Net cash used in financing activities for the fiscal years ended December 31, 2025, and 2024 was $3.9 million and $3.3 million, respectively. The increase in cash used of $0.5 million was primarily driven by $0.4 million lower cash inflows for a tenant allowance relating to one of the Company’s finance leases in the current year.
Adjustments to reconcile segment results to consolidated results are included in the caption “Corporate,” which primarily includes unallocated corporate activity. 49 Index The following table presents results for the activity for our reportable operating segments for the fiscal years ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 % Change Revenue: Campus Operations $ 432,966 $ 367,233 17.9 % Transitional 7,098 10,837 -34.5 % Total $ 440,064 $ 378,070 16.4 % Operating Income (Loss): Campus Operations $ 63,558 $ 48,031 32.3 % Transitional (2,039 ) (2,366 ) 13.8 % Corporate (46,342 ) (12,307 ) -276.5 % Total $ 15,177 $ 33,358 -54.5 % Starts: Campus Operations 18,153 15,526 16.9 % Transitional 507 673 -24.7 % Total 18,660 16,199 15.2 % Average Population: Campus Operations 14,100 12,436 13.4 % Transitional 326 505 -35.4 % Total 14,426 12,941 11.5 % End of Period Population: Campus Operations 14,838 12,900 15.0 % Transitional 300 370 -18.9 % Total 15,138 13,270 14.1 % Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Campus Operations Operating income was $63.6 million and $48.0 million for the fiscal years ended December 31, 2024 and 2023, respectively.
The following table presents selected operating metrics for our two reportable segments for the fiscal years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 % Change Revenue: Campus Operations $ 518,241 $ 432,966 19.7 % Transitional - 7,098 (100.0 )% Total $ 518,241 $ 440,064 17.8 % Operating Income (loss): Campus Operations $ 98,698 $ 63,558 55.3 % Transitional - (2,039 ) 100.0 % Corporate (68,386 ) (46,342 ) (47.6 )% Total $ 30,312 $ 15,177 99.7 % Starts: Campus Operations 20,906 18,153 15.2 % Transitional - 507 (100.0 )% Total 20,906 18,660 12.0 % Average Population: Campus Operations 16,622 14,100 17.9 % Transitional - 326 (100.0 )% Total 16,622 14,426 15.2 % End of Period Population: Campus Operations 17,046 14,838 14.9 % Transitional - 300 (100.0 )% Total 17,046 15,138 12.6 % Year Ended December 31, 2025, Compared to Year Ended December 31, 2024 Campus Operations Operating income increased $35.1 million, or 55.3% to $98.7 million for the fiscal years ended December 31, 2025, compared to $63.6 million in 2024.
As of December 31, 2024, the Company had approximately $29.7 million remaining for additional repurchases under the program. On December 24, 2024, the Company filed a Registration Statement on Form S-3 with the Securities and Exchange Commission (“SEC”) registering securities for potential future use.
On December 24, 2024, the Company filed a Registration Statement on Form S-3 with the Securities and Exchange Commission (“SEC”) registering securities for potential future use. Under the Registration Statement, we may sell the securities described in the prospectus from time to time in one or more offerings up to a total dollar amount of $150 million.
Our selling, general and administrative expense increased $34.7 million, or 16.6% to $243.8 million for the fiscal year ended December 31, 2024, from $209.1 million in the prior year.
Selling, general and administrative expense increased $39.1 million, or 16.1% to $282.9 million for the fiscal year ended December 31, 2025, from $243.8 million in the prior year. This includes $4.8 million reduction related to the Transitional segment, which had expenses in the prior year but none in the current period.
It was fully taught-out as of December 31, 2023 and was classified in the Transitional segment in the prior year’s statement of operations. • Revenue decreased $3.7 million, or 34.5% to $7.1 million for the fiscal year ended December 31, 2024, from $10.8 million in the prior year. • Total operating expenses decreased $4.1 million, or 30.8% to $9.1 million for the fiscal year ended December 31, 2024, from $13.2 million in the prior year.
During the prior year, the Summerlin campus was classified in the Transitional segment. ● Revenue decreased $7.1 million, or 100% to zero for the fiscal year ended December 31, 2025, from $7.1 million in the prior year. ● Total operating expenses decreased $9.1 million, or 100% to zero for the fiscal year ended December 31, 2025, from $9.1 million in the prior year.
Corporate and Other This category includes unallocated expenses incurred on behalf of the entire Company. Corporate and other expenses were $46.3 million and $12.3 million for the years ended December 31, 2024 and 2023, respectively.
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 $68.3 million for the fiscal year ended December 31, 2025, compared to $46.3 million in the prior year.
Educational services and facilities expense, as a percentage of revenue, decreased to 41.3% from 42.9% for the fiscal years ended December 31, 2024 and 2023, respectively. The decrease from the prior year was most notable in the instructional expenses, which demonstrates an increase in operational efficiencies year-over-year. 46 Index Selling, general and administrative expense.
As a percentage of revenue, instructional expenses decreased to 19.0% from 20.6% for the fiscal years ended December 31, 2025, and 2024, respectively. Similarly, educational services and facilities expense as a percentage of revenue declined to 39.6% from 41.3% in the prior year comparable period. Those improvements demonstrate continued margin expansion as we scale operations. Selling, general and administrative expense.
Included in the increase over the prior year was $9.6 million of revenue generated from the recently opened East Point, Georgia campus. • Educational services and facilities expense increased $21.9 million, or 14.1% to $177.4 million for the fiscal year ended December 31, 2024 from $155.5 million in the prior year.
Revenue growth was primarily due to a 17.9% increase in average student population. ● Educational services and facilities expense increased $28.0 million, or 15.8% to $205.4 million for the fiscal year ended December 31, 2025 from $177.4 million in the prior year.
Gain on insurance proceeds for the year ended December 31, 2024 was $2.8 million relating to hail damage at one of our campuses. Impairment of goodwill and long-lived assets . Impairment of goodwill and long-lived assets was zero and $4.2 million for the fiscal years ended December 31, 2024 and 2023, respectively.
During the year ended December 31, 2024, the Company received gross insurance proceeds in the amount of $2.8 million relating to hail damage at one of our campuses. Net interest expense.
Included in the increase over the prior year was $9.6 million of revenue generated from the recently opened East Point, Georgia campus. Educational services and facilities expense. Our educational services and facilities expense increased $19.5 million, or 12.0% to $181.8 million for the fiscal year ended December 31, 2024 from $162.3 million in the prior year.
Educational services and facilities expense increased $23.6 million, or 13.0% to $205.4 million for the fiscal year ended December 31, 2025 from $181.8 million in the prior year. The increase over the prior year includes approximately $4.3 million reduction related to the Transitional segment, which incurred expenses only in prior year.
Our income tax provision for the year ended December 31, 2024 was $4.8 million, or 32.8% of pre-tax income compared to $9.6 million, or 27.1% of pre-tax net income in the prior year. The increase in the effective tax rate was mainly due to lower pre-tax income, reduced discrete tax item benefit and tax return reconciliation from estimate to actuals.
Income tax provision for the year ended December 31, 2025 was $6.1 million, representing effective tax rate of 23.4% of pre-tax income, compared to $4.8 million income tax provision and an effective tax rate of 32.8% the prior year comparable period. Pension excise tax. T he Company terminated its defined benefit pension plan effective December 31, 2024.
Loss on sale of assets was $2.1 million compared to a gain on sale of assets of $30.9 million for the fiscal years ended December 31, 2024 and 2023, respectively.
Gain on sale was $0.4 million for the fiscal year ended December 31, 2025, compared to a loss of $2.1 million in the prior year primarily driven by the sale of the Summerlin, Las Vegas campus. Gain on insurance proceeds .
Revenue increased $62.0 million, or 16.4% to $440.1 million for the fiscal year ended December 31, 2024 from $378.1 million in the prior year.
Revenue increased $78.2, or 17.8% to $518.2 million for the fiscal year ended December 31, 2025 from $440.1 million in the prior year. Revenue growth was primarily due to a 15.2% increase in average student population.
Segment Results of Operations 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.
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.
Increases in accounts receivable were primarily driven by a $29.8 million increase in revenue year-over-year. Investing Activities Net cash used in investing activities was $47.0 million for the fiscal year ended December 31, 2024, compared to net cash provided by investing activities of $7.3 million for the fiscal year ended December 31, 2023.
Investing Activities Net cash used in investing activities was $86.2 million for the fiscal year ended December 31, 2025, compared to net cash used in investing activities of $47.0 million for the fiscal year ended December 31, 2024. The primary reason for the decrease in net cash was due to increased investments in capital expenditures in the current year.
As of December 31, 2024, the Company entered into one new operating lease, one new finance lease, and eleven lease modifications. The Company obtained the operating and finance Right of Use (“ROU”) asset in exchange for an operating and finance lease liability of $15.7 million and $12.6 million, respectively.
During the fiscal year ended December 31, 2025, the Company entered into four new operating leases. The Company obtained the operating right of use (“ROU”) asset in exchange for an operating lease liability of $27.4 million. We had no off-balance sheet arrangements as of December 31, 2025, except for existing surety bonds.
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.
All of our campuses offer programs across various areas of study. Transitional – Historically, the Company classified certain campuses as part of a Transitional segment when such campuses were marked for closure, held for sale, or taught out. As of December 31, 2025, the Company had no campuses classified as Transitional.
As of December 31, 2024, the Company has paid approximately $200,000 in unused facility fees.
For the twelve months ended December 31, 2025 and 2024, the Company paid approximately $0.2 million and $0.2 million, respectively, in unused facility fees, which were expensed as incurred.
Further, the prior year cash position benefited from $33.3 million in proceeds resulting from the sale of our Nashville, Tennessee property. 53 Index As of December 31, 2023, the Company had $80.3 million in cash and cash equivalents and restricted cash, compared to $50.3 million in cash and cash equivalents and restricted cash, including $14.7 million in short-term investments as of December 31, 2022.
The change in cash position from the prior year comparable period was primarily driven by increased capital expenditures due to campus expansion. As of December 31, 2024, the Company had $59.3 million in cash and cash equivalents, compared to $80.3 million in cash and cash equivalents and restricted cash as of December 31, 2023.

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Other LINC 10-K year-over-year comparisons