Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 11, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | LINCOLN EDUCATIONAL SERVICES CORP | |
Entity Central Index Key | 1,286,613 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 24,719,055 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 8,707 | $ 21,064 |
Restricted cash | 11,189 | 6,399 |
Accounts receivable, less allowance of $12,839 and $12,375 at March 31, 2017 and December 31, 2016, respectively | 17,386 | 15,383 |
Inventories | 1,668 | 1,687 |
Prepaid income taxes and income taxes receivable | 213 | 262 |
Assets held for sale | 16,820 | 16,847 |
Prepaid expenses and other current assets | 3,353 | 2,894 |
Total current assets | 59,336 | 64,536 |
PROPERTY, EQUIPMENT AND FACILITIES - At cost, net of accumulated depreciation and amortization of $159,237 and $157,152 at March 31, 2017 and December 31, 2016, respectively | 55,056 | 55,445 |
OTHER ASSETS: | ||
Noncurrent restricted cash | 0 | 20,252 |
Noncurrent receivables, less allowance of $1,220 and $977 at March 31, 2017 and December 31, 2016, respectively | 6,826 | 7,323 |
Goodwill | 14,536 | 14,536 |
Other assets, net | 1,155 | 1,115 |
Total other assets | 22,517 | 43,226 |
TOTAL | 136,909 | 163,207 |
CURRENT LIABILITIES: | ||
Current portion of credit agreement and term loan | 5,000 | 11,713 |
Unearned tuition | 23,167 | 24,778 |
Accounts payable | 10,574 | 13,748 |
Accrued expenses | 17,725 | 15,368 |
Other short-term liabilities | 627 | 653 |
Total current liabilities | 57,093 | 66,260 |
NONCURRENT LIABILITIES: | ||
Long-term credit agreement and term loan | 24,156 | 30,244 |
Pension plan liabilities | 5,323 | 5,368 |
Accrued rent | 5,549 | 5,666 |
Other long-term liabilities | 639 | 743 |
Total liabilities | 92,760 | 108,281 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, no par value - 10,000,000 shares authorized, no shares issued and outstanding at March 31, 2017 and December 31, 2016 | 0 | 0 |
Common stock, no par value - authorized: 100,000,000 shares at March 31, 2017 and December 31, 2016; issued and outstanding: 30,498,388 shares at March 31, 2017 and 30,685,017 shares at December 31, 2016 | 141,377 | 141,377 |
Additional paid-in capital | 28,486 | 28,554 |
Treasury stock at cost - 5,910,541 shares at March 31, 2017 and December 31, 2016 | (82,860) | (82,860) |
Accumulated deficit | (36,973) | (26,044) |
Accumulated other comprehensive loss | (5,881) | (6,101) |
Total stockholders' equity | 44,149 | 54,926 |
TOTAL | $ 136,909 | $ 163,207 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Accounts receivable, allowance | $ 12,839 | $ 12,375 |
PROPERTY, EQUIPMENT AND FACILITIES - accumulated depreciation and amortization | 159,237 | 157,152 |
OTHER ASSETS: | ||
Noncurrent receivables, allowance | $ 1,220 | $ 977 |
STOCKHOLDERS' EQUITY: | ||
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 30,498,388 | 30,685,017 |
Common stock, shares outstanding (in shares) | 30,498,388 | 30,685,017 |
Treasury stock, shares (in shares) | 5,910,541 | 5,910,541 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) [Abstract] | ||
REVENUE | $ 65,279 | $ 70,644 |
COSTS AND EXPENSES: | ||
Educational services and facilities | 32,709 | 37,122 |
Selling, general and administrative | 38,324 | 40,155 |
Gain on sale of assets | (26) | (389) |
Total costs & expenses | 71,007 | 76,888 |
OPERATING LOSS | (5,728) | (6,244) |
OTHER: | ||
Interest income | 31 | 64 |
Interest expense | (5,182) | (1,591) |
Other income | 0 | 1,753 |
LOSS BEFORE INCOME TAXES | (10,879) | (6,018) |
PROVISION FOR INCOME TAXES | 50 | 50 |
NET LOSS | $ (10,929) | $ (6,068) |
Basic | ||
Net loss per share (in dollars per share) | $ (0.46) | $ (0.26) |
Diluted | ||
Net loss per share (in dollars per share) | $ (0.46) | $ (0.26) |
Weighted average number of common shares outstanding: | ||
Basic (in shares) | 23,609,308 | 23,351,192 |
Diluted (in shares) | 23,609,308 | 23,351,192 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME [Abstract] | ||
Net loss | $ (10,929) | $ (6,068) |
Other comprehensive income | ||
Employee pension plan adjustments | 220 | 222 |
Comprehensive loss | $ (10,709) | $ (5,846) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings (Accumulated Deficit) [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
BALANCE at Dec. 31, 2015 | $ 141,377 | $ 27,292 | $ (82,860) | $ 2,260 | $ (7,072) | $ 80,997 |
BALANCE (in shares) at Dec. 31, 2015 | 29,727,555 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ 0 | 0 | 0 | (6,068) | 0 | (6,068) |
Employee pension plan adjustments | 0 | 0 | 0 | 0 | 222 | 222 |
Stock-based compensation expense | ||||||
Restricted stock | $ 0 | 373 | 0 | 0 | 0 | 373 |
Restricted stock (in shares) | (26,200) | |||||
Net share settlement for equity-based compensation | $ 0 | (101) | 0 | 0 | 0 | (101) |
Net share settlement for equity-based compensation (in shares) | (35,278) | |||||
BALANCE at Mar. 31, 2016 | $ 141,377 | 27,564 | (82,860) | (3,808) | (6,850) | 75,423 |
BALANCE (in shares) at Mar. 31, 2016 | 29,666,077 | |||||
BALANCE at Dec. 31, 2016 | $ 141,377 | 28,554 | (82,860) | (26,044) | (6,101) | $ 54,926 |
BALANCE (in shares) at Dec. 31, 2016 | 30,685,017 | 30,685,017 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ 0 | 0 | 0 | (10,929) | 0 | $ (10,929) |
Employee pension plan adjustments | 0 | 0 | 0 | 0 | 220 | 220 |
Stock-based compensation expense | ||||||
Restricted stock | $ 0 | 361 | 0 | 0 | 0 | 361 |
Restricted stock (in shares) | (2,398) | |||||
Net share settlement for equity-based compensation | $ 0 | (429) | 0 | 0 | 0 | (429) |
Net share settlement for equity-based compensation (in shares) | (184,231) | |||||
BALANCE at Mar. 31, 2017 | $ 141,377 | $ 28,486 | $ (82,860) | $ (36,973) | $ (5,881) | $ 44,149 |
BALANCE (in shares) at Mar. 31, 2017 | 30,498,388 | 30,498,388 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (10,929) | $ (6,068) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,153 | 3,427 |
Amortization of deferred finance charges | 149 | 215 |
Write-off of deferred finance charges | 2,161 | 0 |
Gain on disposition of assets | (26) | (391) |
Gain on capital lease termination | 0 | (1,677) |
Fixed asset donation | (18) | (58) |
Provision for doubtful accounts | 3,130 | 3,300 |
Stock-based compensation expense | 361 | 373 |
Deferred rent | 55 | (212) |
(Increase) decrease in assets: | ||
Accounts receivable | (4,636) | (4,734) |
Inventories | 19 | (29) |
Prepaid income taxes and income taxes receivable | 49 | 19 |
Prepaid expenses and current assets | (462) | (570) |
Other assets, net | (888) | (444) |
Increase (decrease) in liabilities: | ||
Accounts payable | (3,211) | 208 |
Accrued expenses | 2,185 | 2,738 |
Unearned tuition | (1,611) | (5,035) |
Other liabilities | 45 | (231) |
Total adjustments | (545) | (3,101) |
Net cash used in operating activities | (11,474) | (9,169) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (832) | (501) |
Restricted cash | 210 | 0 |
Proceeds from sale of property and equipment | 26 | 428 |
Net cash used in investing activities | (596) | (73) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on borrowings | (44,266) | (386) |
Proceeds from borrowings | 30,000 | 0 |
Reclassifications of payments of borrowings from restricted cash | 20,252 | 0 |
Proceeds of borrowings from restricted cash | (5,000) | (5,016) |
Payment of deferred finance fees | (844) | (645) |
Net share settlement for equity-based compensation | (429) | (101) |
Principal payments under capital lease obligations | 0 | (2,864) |
Net cash used in financing activities | (287) | (9,012) |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (12,357) | (18,254) |
CASH AND CASH EQUIVALENTS-Beginning of period | 21,064 | 38,420 |
CASH AND CASH EQUIVALENTS-End of period | 8,707 | 20,166 |
Cash paid for: | ||
Interest | 1,523 | 1,473 |
Income taxes | 150 | 78 |
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Liabilities accrued for or noncash purchases of fixed assets | $ 1,048 | $ 602 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2017 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Activities — Lincoln Educational Services Corporation and its subsidiaries (collectively, the “Company”, “we”, “our” and “us”, as applicable) provide diversified career-oriented post-secondary education to recent high school graduates and working adults. The Company, which currently operates 28 schools in 15 states, In the first quarter of 2015, we reorganized our operations into three reportable business segments: (a) Transportation and Skilled Trades, (b) Healthcare and Other Professions (“HOPS”), and (c) Transitional which refers to businesses that have been or are currently being taught out. In November 2015, the Board of Directors approved a plan for the Company to divest the schools included in the HOPS segment due to a strategic shift in the Company’s business strategy. The Company underwent an exhaustive process to divest the HOPS schools which proved successful in attracting various purchasers but, ultimately, did not result in a transaction that our Board believed would enhance shareholder value. When the decision was first made by the Board of Directors to divest HOPS, 18 campuses were operating in this segment. By the end of 2017, we will have strategically closed seven underperforming campuses leaving a total of eleven campuses remaining under HOPS. The Company believes that the closures and planned closures of the aforementioned campuses has positioned this segment and the Company to be more profitable going forward as well as maximizing returns for the Company’s shareholders. The combination of several factors, including the inability of the prospective buyer of the HOPS segment to close on the purchase, the improvements the Company has implemented in the HOPS operations, the closure of seven underperforming campuses and the change in Federal government administration, resulted in the Board reevaluating its divestiture plan and the determination that shareholder value would more likely be enhanced by continuing to operate our HOPS segment as revitalized. Consequently, the Board of Directors has abandoned the plan to divest the HOPS segment and the Company now intends to retain the HOPS segment. The results of operations of the campuses included in the HOPS business segment are reflected as continuing operations in the consolidated financial statements. In the fourth quarter of 2016, the Company completed the teach-out of its Hartford, Connecticut and Henderson (Green Valley), Nevada campuses. Also in 2016, the Company announced the closing of its Northeast Philadelphia, Pennsylvania, Center City, Pennsylvania and West Palm Beach, Florida facilities, each of which is expected to be fully taught out and closed during 2017. In addition, in March 2017, the Board of Directors approved Liquidity — In addition to the current sources of capital discussed above that provide short term liquidity, the Company plans to sell our three West Palm Beach, Florida properties and associated assets, which are currently classified as held for sale and are expected to be sold within one year from the date of classification. On March 14, 2017, the Company entered into a purchase and sale agreement with Tambone Companies, LLC, pursuant to which the Company has agreed to sell two of the three properties (the “West Palm Beach Property”) for a cash purchase price of $16.3 million. The purchase and sale agreement is, among other things, subject to customary closing conditions but the Company expects to close on the transaction in the third quarter of 2017. On April 28, 2017, subsequent to the end of the fiscal quarter ended March 31, 2017, the Company obtained from its lender, Sterling National Bank, an $8 million bridge term loan secured by the West Palm Beach Property. The bridge loan must be repaid upon the earlier of the sale of the West Palm Beach Property or October 1, 2017. Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. Use of Estimates in the Preparation of Financial Statements New Accounting Pronouncements "Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost." In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment” Intangibles - Goodwill and Other The FASB has recently issued several amendments to the new standard on revenue recognition, ASU No. 2014-09, “ Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606)—Principal versus Agent Considerations , “Revenue from Contracts with Customers (Topic 606)—Identifying Performance Obligations and Licensing The new standard is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted for annual reporting periods beginning after December 15, 2016. We do not plan to early adopt and, accordingly, we will adopt the new standard effective January 1, 2018. We currently plan to adopt using the modified retrospective approach. However, a final decision regarding the adoption method has not been finalized at this time. Our final determination will depend on a number of factors, such as the significance of the impact of the new standard on our financial results, system readiness, including that of software procured from third-party providers, and our ability to accumulate and analyze the information needed to assess the impact on prior period financial statements, as necessary. We are in the initial stages of our evaluation of the impact of the new standard on our accounting policies, processes, and system requirements. We have assigned internal resources to assist in the evaluation. Furthermore, we have made and will continue to make investments in systems to enable timely and accurate reporting under the new standard. While we continue to assess all potential impacts under the new standard, there is the potential for significant impacts to the timing of recognition of revenue. This standard could have a material impact on our consolidated financial statements but we do not know and cannot reasonably estimate the quantitative impact of the new standard on our financial statements at this time. In November 2016, the FASB issued ASU No. 2016-18: “ Statement of Cash Flows (Topic 230): Restricted Cash In August 2016, the FASB issued ASU No. 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments The Company prospectively applied ASU 2016-09 to the condensed consolidated statement of operations for the recognition of tax benefits within the provision for taxes, which previously would have been recorded to additional paid-in capital. The impact for the three months ended March 31, 2017 was $0. recognized no tax benefits within operating activities within the condensed consolidated statements of cash flow for the three months ended March 31, 2017 and 2016 The presentation requirements for cash flows related to employee taxes paid for withheld shares had no impact to any of the periods presented in the condensed consolidated statements of cash flows, since such cash flows have historically been presented in financing activities. In February 2016, the FASB issued guidance requiring lessees to recognize a right-of-use asset and a lease liability on the balance sheet for substantially all leases, with the exception of short-term leases. Leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition in the statements of income. The guidance is effective for annual periods, including interim periods within those periods, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact that the update will have on our results of operations, financial condition and financial statement disclosures. Stock-Based Compensation The Company measures the value of service and performance-based restricted stock on the fair value of a share of common stock on the date of the grant. The Company amortizes the fair value of service-based restricted stock utilizing straight-line amortization of compensation expense over the requisite service period of the grant. The Company amortizes the fair value of the performance-based restricted stock based on the determination of the probable outcome of the performance condition. If the performance condition is expected to be met, then the Company amortizes the fair value of the number of shares expected to vest utilizing straight-line basis over the requisite performance period of the grant. However, if the associated performance condition is not expected to be met, then the Company does not recognize the stock-based compensation expense. Income Taxes – The Company Income Taxes In accordance with ASC 740, the Company assesses its deferred tax asset to determine whether all or any portion of the asset is more likely than not unrealizable. A valuation allowance is required to be established or maintained when, based on currently available information, it is more likely than not that all or a portion of a deferred tax asset will not be realized. In accordance with ASC 740, the Company’s assessment considers whether there has been sufficient income in recent years and whether sufficient income is expected in future years in order to utilize the deferred tax asset. In evaluating the realizability of deferred income tax assets, the Company considered, among other things, historical levels of income, expected future income, the expected timing of the reversals of existing temporary reporting differences, and the expected impact of tax planning strategies that may be implemented to prevent the potential loss of future income tax benefits. Significant judgment is required in determining the future tax consequences of events that have been recognized in the Company’s consolidated financial statements and/or tax returns. Differences between anticipated and actual outcomes of these future tax consequences could have a material impact on the Company’s consolidated financial position or results of operations. Changes in, among other things, income tax legislation, statutory income tax rates, or future income levels could materially impact the Company’s valuation of income tax assets and liabilities and could cause the Company’s income tax provision to vary significantly among financial reporting periods. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. During the three months ended March 31, 2017 and 2016, the Company did not have any interest and penalties expense associated with uncertain tax positions. |
WEIGHTED AVERAGE COMMON SHARES
WEIGHTED AVERAGE COMMON SHARES | 3 Months Ended |
Mar. 31, 2017 | |
WEIGHTED AVERAGE COMMON SHARES [Abstract] | |
WEIGHTED AVERAGE COMMON SHARES | 2. WEIGHTED AVERAGE COMMON SHARES The weighted average number of common shares used to compute basic and diluted loss per share for the three months ended March 31, 2017 and 2016 was as follows: Three Months Ended March 31, 2017 2016 Basic shares outstanding 23,609,308 23,351,192 Dilutive effect of stock options - - Diluted shares outstanding 23,609,308 23,351,192 For the three months ended March 31, 2017 and 2016, options to acquire 631,927 and 220,194 shares were excluded from the above table because the Company reported a net loss for each quarter and, therefore, their impact on reported loss per share would have been antidilutive. For the three months ended March 31, 2017 and 2016, options to acquire 180,667 and 316,525 shares were excluded from the above table because they have an exercise price that is greater than the average market price of the Company’s common stock and, therefore, their impact on reported income (loss) per share would have been antidilutive. |
GOODWILL AND LONG-LIVED ASSETS
GOODWILL AND LONG-LIVED ASSETS | 3 Months Ended |
Mar. 31, 2017 | |
GOODWILL AND LONG-LIVED ASSETS [Abstract] | |
GOODWILL AND LONG-LIVED ASSETS | 3. GOODWILL AND LONG-LIVED ASSETS The Company reviews long-lived assets for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. There were no long-lived asset impairments during the three months ended March 31, 2017 and 2016. The Company reviews goodwill and intangible assets for impairment when indicators of impairment exist. Annually, or more frequently if necessary, the Company evaluates goodwill and intangible assets with indefinite lives for impairment, with any resulting impairment reflected as an operating expense. The Company concluded that, as of March 31, 2017 and 2016, there was no indicator of potential impairment and, accordingly, the Company did not test goodwill for impairment. The carrying amount of goodwill at March 31, 2017 and 2016 is as follows: Gross Goodwill Balance Accumulated Impairment Losses Net Goodwill Balance Balance as of January 1, 2017 $ 117,176 $ (102,640 ) $ 14,536 Adjustments - - - Balance as of March 31, 2017 $ 117,176 $ (102,640 ) $ 14,536 Gross Goodwill Balance Accumulated Impairment Losses Net Goodwill Balance Balance as of January 1, 2016 $ 117,176 $ (93,881 ) $ 23,295 Adjustments - - - Balance as of March 31, 2016 $ 117,176 $ (93,881 ) $ 23,295 As of March 31, 2017, the goodwill balance is related to the Transportation and Skilled Trades segment. As of March 31, 2016, the goodwill balance consists of $14.5 million related to the Transportation and Skilled Trades segment and $8.8 million related to the Healthcare and Other Professions segment. Intangible assets, which are included in other assets in the accompanying condensed consolidated balance sheets, consist of the following: Curriculum Gross carrying amount at December 31, 2016 $ 160 Adjustments - Gross carrying amount at March 31, 2017 160 Accumulated amortization at December 31, 2016 128 Amortization 3 Accumulated amortization at March 31, 2017 131 Net carrying amount at March 31, 2017 $ 29 Weighted average amortization period (years) 10 Amortization of intangible assets was less than $0.1 million for each of the three months ended March 31, 2017 and 2016. The following table summarizes the estimated future amortization expense: Year Ending December 31, Remainder of 2017 $ 13 2018 16 $ 29 |
LONG-TERM DEBT AND LEASE OBLIGA
LONG-TERM DEBT AND LEASE OBLIGATIONS | 3 Months Ended |
Mar. 31, 2017 | |
LONG-TERM DEBT AND LEASE OBLIGATIONS [Abstract] | |
LONG-TERM DEBT AND LEASE OBLIGATIONS | 4. LONG-TERM DEBT AND LEASE OBLIGATIONS Long-term debt and lease obligations consist of the following: March 31, 2017 December 31, 2016 Credit agreement (a) $ 29,156 $ - Term loan (a) - 44,267 29,156 44,267 Less current maturities (5,000 ) (11,713 ) $ 24,156 $ 32,554 (a) The Credit Facility is secured by a first priority lien in favor of the Bank on substantially all of the personal property owned by the Company as well as mortgages on four parcels of real property owned by the Company in Connecticut, Colorado, Tennessee and Texas at which four of the Company’s schools are located. At the closing, the Company drew $25 million under Tranche A of Facility 1, which, pursuant to the terms of the Credit Agreement, was used to repay the prior Credit Facility and to pay transaction costs associated with closing the Credit Facility. After the disbursements of such amounts, the Company retained approximately $1.8 million of the borrowed amount for working capital purposes. Also, at closing, $5 million was drawn under Tranche B and, pursuant to the terms of the Credit Agreement, was deposited into an interest-bearing pledged account (the “Pledged Account”) in the name of the Company maintained at the Bank in order to secure payment obligations of the Company with respect to the costs of remediation of any environmental contamination discovered at certain of the mortgaged properties upon completion of environmental studies undertaken at such properties. Pursuant to the terms of the Credit Agreement, funds will be released from the Pledged Account upon request by the Company to reimburse the Company for costs incurred for environmental remediation, if required. Upon the completion of any such environmental remediation or upon determination that no environmental remediation is necessary, funds remaining in the Pledged Account will be released from the Pledged Account and applied to the outstanding principal balance of Tranche B and availability under Tranche B will be permanently reduced to zero and, accordingly, the maximum principal amount of Facility 1 will be permanently reduced to $25 million. Pursuant to the terms of the Credit Agreement, all draws under Facility 2 for letters of credit or revolving loans must be secured by cash collateral in an amount equal to 100% of the aggregate stated amount of the letters of credit issued and revolving loans outstanding through draws from Facility 1 or other available cash of the Company. Accrued interest on each revolving loan will be payable monthly in arrears. Revolving loans under Tranche A of Facility 1 will bear interest at a rate per annum equal to the greater of (x) the Bank’s prime rate plus 2.50% and (y) 6.00%. The amount borrowed under Tranche B of Facility 1 and revolving loans under Facility 2 will bear interest at a rate per annum equal to the greater of (x) the Bank’s prime rate and (y) 3.50%. Each issuance of a letter of credit under Facility 2 will require the payment of a letter of credit fee to the Bank equal to a rate per annum of 1.75% on the daily amount available to be drawn under the letter of credit, which fee shall be payable in quarterly installments in arrears. Letters of credit totaling $6.2 million that were outstanding under a $9.5 million letter of credit facility previously provided to the Company by the Bank, which letter of credit facility was set to mature on April 1, 2017, are treated as letters of credit under Facility 2. Under the terms of the Credit Agreement, the Bank receives an unused facility fee on the average daily unused balance of Facility 1 at a rate per annum equal to 0.50%, which fee is payable quarterly in arrears. In addition, the Company is required to maintain, on deposit with the Bank in one or more non-interest bearing accounts, a minimum of $5 million in quarterly average aggregate balances. If in any quarter the required average aggregate account balance is not maintained, the Company is required to pay the Bank a fee of $12,500 for that quarter. Under the terms of the Credit Agreement, in the event that the Company terminates the Credit Facility or refinances with another lender within 18 months of closing, the Company shall be required to pay the Bank a breakage fee of $500,000. In addition to the foregoing, the Credit Agreement contains customary representations, warranties and affirmative and negative covenants, including financial covenants that restrict capital expenditures, prohibit the incurrence of a net loss commencing December 31, 2018 and require a minimum adjusted EBITDA and a minimum tangible net worth which is an annual covenant, as well as events of default customary for facilities of this type. As of March 31, 2017, the Company is in compliance with all covenants. In connection with the Credit Agreement, the Company paid the Bank an origination fee in the amount of $250,000 and other fees and reimbursements that are customary for facilities of this type. The Company incurred an early termination premium of approximately $1.8 million in connection with the termination of the Prior Credit Facility. As of March 31, 2017, the Company had $30 million outstanding under the Credit Facility; offset by $0.8 million of deferred finance fees. As of December 31, 2016, the Company had $44.3 million outstanding under the Prior Credit Facility; offset by $2.3 million of deferred finance fees which were written-off. Scheduled maturities of long-term debt and lease obligations at March 31, 2017 are as follows: Year ending December 31, 2017 $ 5,000 2018 - 2019 - 2020 25,000 $ 30,000 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2017 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | 5. STOCKHOLDERS’ EQUITY Restricted Stock The Company has two stock incentive plans: a Long-Term Incentive Plan (the “LTIP”) and a Non-Employee Directors Restricted Stock Plan (the “Non-Employee Directors Plan”). Under the LTIP, certain employees received awards of restricted shares of common stock based on service and performance. The number of shares granted to each employee is based on the fair market value of a share of common stock on the date of grant. On May 13, 2016 and January 16, 2017, performance-based shares were granted which vest on March 15, 2017 and March 15, 2018 based upon the attainment of a financial responsibility ratio during each fiscal year ending December 31, 2016 and 2017. There is no restriction on the right to vote or the right to receive dividends with respect to any of the restricted shares. On June 2, 2014 and December 18, 2014, performance-based shares were granted which vest over three years based upon the attainment of (i) a specified operating income margin during any one or more of the fiscal years in the period beginning January 1, 2015 and ending December 31, 2017 and (ii) the attainment of earnings before interest, taxes, depreciation and amortization targets during each of the fiscal years ended December 31, 2015 through 2017. There is no restriction on the right to vote or the right to receive dividends with respect to any of the restricted shares. Pursuant to the Non-Employee Directors Plan, each non-employee director of the Company receives an annual award of restricted shares of common stock on the date of the Company’s annual meeting of shareholders. The number of shares granted to each non-employee director is based on the fair market value of a share of common stock on that date. The restricted shares vest on the first anniversary of the grant date. There is no vesting period on the right to vote or the right to receive dividends on these restricted shares. For the three months ended March 31, 2017 and 2016, the Company completed a net share settlement for 184,231 and 35,278 restricted shares, respectively, on behalf of certain employees that participate in the LTIP upon the vesting of the restricted shares pursuant to the terms of the LTIP. The net share settlement was in connection with income taxes incurred on restricted shares that vested and were transferred to the employee during 2017 and/or 2016, creating taxable income for the employee. At the employees’ request, the Company will pay these taxes on behalf of the employees in exchange for the employees returning an equivalent value of restricted shares to the Company. These transactions resulted in a decrease of $0.4 million and $0.1 million for each of the three months ended March 31, 2017 and 2016, respectively, to equity on the condensed consolidated balance sheets as the cash payment of the taxes effectively was a repurchase of the restricted shares granted in previous years. The following is a summary of transactions pertaining to restricted stock: Shares Weighted Average Grant Date Fair Value Per Share Nonvested restricted stock outstanding at December 31, 2016 1,143,599 $ 1.89 Granted 50,000 1.94 Canceled (52,398 ) 5.63 Vested (469,643 ) 1.63 Nonvested restricted stock outstanding at March 31, 2017 671,558 1.78 The restricted stock expense for the three months ended March 31, 2017 and 2016 was $0.4 million and $0.4 million, respectively. The unrecognized restricted stock expense as of March 31, 2017 and December 31, 2016 was $0.8 million and $1.5 million, respectively. As of March 31, 2017, outstanding restricted shares under the LTIP had aggregate intrinsic value of $1.9 million. Stock Options The fair value of the stock options used to compute stock-based compensation is the estimated present value at the date of grant using the Black-Scholes option pricing model. The following is a summary of transactions pertaining to stock options: Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2016 218,167 $ 12.11 3.33 years $ - Canceled (37,500 ) 11.96 - Outstanding at March 31, 2017 180,667 12.14 3.74 years - Vested or expected to vest 180,667 12.14 3.74 years - Exercisable as of March 31, 2017 180,667 12.14 3.74 years - As of March 31, 2017, there was no unrecognized pre-tax compensation expense. The following table presents a summary of stock options outstanding: At March 31, 2017 Stock Options Outstanding Stock Options Exercisable Range of Exercise Prices Shares Contractual Weighted Average Life (years) Weighted Average Price Shares Weighted Average Exercise Price $ 4.00-$13.99 127,667 4.03 $ 8.73 127,667 $ 8.73 $ 14.00-$19.99 22,000 2.59 19.98 22,000 19.98 $ 20.00-$25.00 31,000 3.35 20.62 31,000 20.62 180,667 3.74 12.14 180,667 12.14 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2017 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | 6. INCOME TAXES The provision for income taxes for the three months ended March 31, 2017 and 2016 was $0.1 million, or 0.5% of pretax loss, and $0.1 million, or 0.8% of pretax loss, respectively. The Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A significant piece of objective negative evidence was the cumulative losses incurred by the Company in recent years. On the basis of this evaluation the realization of the Company’s deferred tax assets was not deemed to be more likely than not and thus the Company maintained a full valuation allowance on its net deferred tax assets as of March 31, 2017. |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Mar. 31, 2017 | |
CONTINGENCIES [Abstract] | |
CONTINGENCIES | 7. CONTINGENCIES In the ordinary conduct of its business, the Company is subject to certain other lawsuits, investigations and claims, including, but not limited to, claims involving students or graduates and routine employment matters. Although the Company cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against it, the Company does not believe that any currently pending legal proceedings to which it is a party will have a material adverse effect on the Company’s business, financial condition, and results of operations or cash flows. On November 21, 2012, the Company received a Civil Investigative Demand from the Attorney General of the Commonwealth of Massachusetts relating to its investigation of whether the Company and certain of its academic institutions have complied with certain Massachusetts state consumer protection laws. On July 29, 2013, and January 17, 2014, the Company received additional Civil Investigative Demands pursuant to which the Attorney General requested from the Company and certain of its academic institutions in Massachusetts documents and detailed information for the time period from January 1, 2008 to the present. On July 13, 2015, the Commonwealth of Massachusetts filed a complaint against the Company in the Suffolk County Superior Court alleging certain violations of the Massachusetts Consumer Protection Act since at least 2010 and continuing through 2013. At the same time, the Company agreed to the entry of a Final Judgment by Consent in order to avoid the time, burden, and expense of contesting such liability. As part of the Final Judgment by Consent, the Company denied all allegations of wrongdoing and any liability for the claims asserted in the complaint. The Company, however, paid the sum of $850,000 to the Attorney General and has agreed to forgive $165,000 of debt consisting of unpaid balances owed to the Company by certain graduates in the sole discretion of the Massachusetts Attorney General. The Final Judgment by Consent also provided certain requirements for calculation of job placement rates in Massachusetts and imposed certain disclosure obligations that are consistent with the regulations that have been previously enacted by the Massachusetts Attorney General’s Office. |
SEGMENTS
SEGMENTS | 3 Months Ended |
Mar. 31, 2017 | |
SEGMENTS [Abstract] | |
SEGMENTS | 8. SEGMENTS The for-profit education industry has been impacted by numerous regulatory changes, the changing economy and an onslaught of negative media attention. As a result of these actions, student populations have declined and operating costs have increased. Over the past few years, the Company has closed over ten locations and exited its online business. In 2016, the Company ceased operations in Hartford, Connecticut; Fern Park, Florida; and Henderson (Green Valley), Nevada. In the fourth quarter of 2016, the Board of Directors approved plans to cease operations at our schools in Center City Philadelphia, Pennsylvania; Northeast Philadelphia, Pennsylvania; and West Palm Beach, Florida. Each of these schools is expected to close in 2017. In addition, in March 2017 the Board of Directors approved plans to cease operations at our schools in Brockton, Massachusetts and Lowell, Massachusetts which are expected to close in the fourth quarter of 2017. These schools, which were previously included in the Healthcare and Other Professions segment, are now included in the Transitional segment. In the past, we offered any combination of programs at any campus. We have changed our focus to program offerings that create greater differentiation among campuses and attain excellence to attract more students and gain market share. Also, strategically, we began offering continuing education training to employers who hire our students and this is best achieved at campuses focused on their profession. We currently operate in three reportable segments: a) Transportation and Skilled Trades b) Healthcare and Other Professions and c) Transitional. Our reportable segments represent a group of post-secondary education providers that offer a variety of degree and non-degree academic programs. These segments are organized by key market segments to enhance operational alignment within each segment to more effectively execute our strategic plan. Each of the Company’s schools is a reporting unit and an operating segment which have been determined based on a method by which we evaluate performance and allocate resources. Our operating segments have been aggregated into three reportable segments because, in our judgment, the operating segments have similar services, types of customers, regulatory environment and economic characteristics. Our reportable segments are described below. Transportation and Skilled Trades – Healthcare and Other Professions – Transitional – In addition, in March 2017, the Board of Directors approved The Company continually evaluates all campuses for profitability, earning potential, and customer satisfaction. This evaluation takes several factors into consideration, including the campus’s geographic location, the programs offered at the campus, as well as skillsets required of our students by their potential employers. The purpose of this evaluation is to ensure that our programs provide our students with the best possible opportunity to succeed in the marketplace with the goals of attracting more students to our programs and, ultimately, to provide the shareholders with the maximum return on their investment. Campuses in the Transition segment have been subject to this process and have been strategically identified for closure. We evaluate segment performance based on operating results. Adjustments to reconcile segment results to consolidated results are included under the caption “Corporate,” which primarily includes unallocated corporate activity. Summary financial information by reporting segment is as follows: For the Three Months Ended March 31, Revenue Operating Income (Loss) 2017 % of Total 2016 % of Total 2017 2016 Transportation and Skilled Trades $ 42,168 64.6 % $ 42,271 59.8 % $ 2,051 $ 3,367 Healthcare and Other Professions 18,836 28.9 % 19,809 28.0 % 162 1,755 Transitional 4,275 6.5 % 8,564 12.1 % (569 ) (3,640 ) Corporate - 0.0 % - 0.0 % (7,372 ) (7,726 ) Total $ 65,279 100.0 % $ 70,644 100.0 % $ (5,728 ) $ (6,244 ) Total Assets March 31, 2017 December 31, 2016 Transportation and Skilled Trades $ 84,659 $ 83,320 Healthcare and Other Professions 7,461 7,506 Transitional 18,763 18,874 Corporate 26,026 53,507 Total $ 136,909 $ 163,207 |
FAIR VALUE
FAIR VALUE | 3 Months Ended |
Mar. 31, 2017 | |
FAIR VALUE [Abstract] | |
FAIR VALUE | 9. FAIR VALUE The carrying amount and estimated fair value of the Company’s financial instrument, assets and liabilities, which are not measured at fair value on the Condensed Consolidated Balance Sheet, are listed in the table below: At March 31, 2017 Carrying Amount Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Financial Assets: Cash and cash equivalents $ 8,707 $ 8,707 $ - $ - $ 8,707 Restricted cash 11,189 11,189 - - 11,189 Prepaid expenses and other current assets 3,353 - 3,353 - 3,353 Financial Liabilities: Accrued expenses $ 17,725 $ - $ 17,725 $ - $ 17,725 Other short term liabilities 627 - 627 - 627 Credit facility 29,156 - 29,156 - 29,156 The Credit Facility was effective as of March 31, 2017 so the fair value of the Credit Facility would equal the carrying amount as of March 31, 2017. The carrying amounts reported on the Consolidated Balance Sheets for Cash and cash equivalents, Restricted cash and Noncurrent restricted cash approximate fair value because they are highly liquid. The carrying amounts reported on the Consolidated Balance Sheets for Prepaid expenses and other current assets, Accrued expenses and Other short term liabilities approximate fair value due to the short-term nature of these items. |
RELATED PARTY
RELATED PARTY | 3 Months Ended |
Mar. 31, 2017 | |
RELATED PARTY [Abstract] | |
RELATED PARTY | 10. RELATED PARTY The Company has an agreement with MATCO Tools whereby MATCO will provide the Company, on an advance commission basis, credits in MATCO branded tools, tool storage, equipment, and diagnostics products. The chief executive officer of the parent Company of MATCO is considered an immediate family member of one of the Company’s board members. The Company’s payable balances from this third party was immaterial at March 31, 2017 and 2016. Management believes that such transactions are at arm’s length and on similar terms as would have been obtained from unaffiliated third parties. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2017 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS On April 28, 2017, the Company entered into a secured credit agreement with its existing lender, Sterling National Bank, pursuant to which the Company has obtained a short term loan in the principal amount of $8 million, the proceeds of which are to be used for working capital and general corporate purposes. The loan bears interest at a rate per annum equal to the greater of the Bank’s prime rate plus 2.50% or 6.00%. The loan is secured by property located in West Palm Beach, Florida at which schools operated by the Company are currently located. The loan is payable interest only until its maturity, which will occur upon the earlier of October 1, 2017 and the date of the sale of the West Palm Beach, Florida property. The Company has entered into a contract to sell the West Palm Beach, Florida property to Tambone Companies, LLC for a cash purchase price of $16.3 million. The Company expects this sale to be completed in the third quarter of 2017. |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Business Activities | Business Activities — Lincoln Educational Services Corporation and its subsidiaries (collectively, the “Company”, “we”, “our” and “us”, as applicable) provide diversified career-oriented post-secondary education to recent high school graduates and working adults. The Company, which currently operates 28 schools in 15 states, In the first quarter of 2015, we reorganized our operations into three reportable business segments: (a) Transportation and Skilled Trades, (b) Healthcare and Other Professions (“HOPS”), and (c) Transitional which refers to businesses that have been or are currently being taught out. In November 2015, the Board of Directors approved a plan for the Company to divest the schools included in the HOPS segment due to a strategic shift in the Company’s business strategy. The Company underwent an exhaustive process to divest the HOPS schools which proved successful in attracting various purchasers but, ultimately, did not result in a transaction that our Board believed would enhance shareholder value. When the decision was first made by the Board of Directors to divest HOPS, 18 campuses were operating in this segment. By the end of 2017, we will have strategically closed seven underperforming campuses leaving a total of eleven campuses remaining under HOPS. The Company believes that the closures and planned closures of the aforementioned campuses has positioned this segment and the Company to be more profitable going forward as well as maximizing returns for the Company’s shareholders. The combination of several factors, including the inability of the prospective buyer of the HOPS segment to close on the purchase, the improvements the Company has implemented in the HOPS operations, the closure of seven underperforming campuses and the change in Federal government administration, resulted in the Board reevaluating its divestiture plan and the determination that shareholder value would more likely be enhanced by continuing to operate our HOPS segment as revitalized. Consequently, the Board of Directors has abandoned the plan to divest the HOPS segment and the Company now intends to retain the HOPS segment. The results of operations of the campuses included in the HOPS business segment are reflected as continuing operations in the consolidated financial statements. In the fourth quarter of 2016, the Company completed the teach-out of its Hartford, Connecticut and Henderson (Green Valley), Nevada campuses. Also in 2016, the Company announced the closing of its Northeast Philadelphia, Pennsylvania, Center City, Pennsylvania and West Palm Beach, Florida facilities, each of which is expected to be fully taught out and closed during 2017. In addition, in March 2017, the Board of Directors approved |
Liquidity | Liquidity — In addition to the current sources of capital discussed above that provide short term liquidity, the Company plans to sell our three West Palm Beach, Florida properties and associated assets, which are currently classified as held for sale and are expected to be sold within one year from the date of classification. On March 14, 2017, the Company entered into a purchase and sale agreement with Tambone Companies, LLC, pursuant to which the Company has agreed to sell two of the three properties (the “West Palm Beach Property”) for a cash purchase price of $16.3 million. The purchase and sale agreement is, among other things, subject to customary closing conditions but the Company expects to close on the transaction in the third quarter of 2017. On April 28, 2017, subsequent to the end of the fiscal quarter ended March 31, 2017, the Company obtained from its lender, Sterling National Bank, an $8 million bridge term loan secured by the West Palm Beach Property. The bridge loan must be repaid upon the earlier of the sale of the West Palm Beach Property or October 1, 2017. |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements |
New Accounting Pronouncements | New Accounting Pronouncements "Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost." In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment” Intangibles - Goodwill and Other The FASB has recently issued several amendments to the new standard on revenue recognition, ASU No. 2014-09, “ Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606)—Principal versus Agent Considerations , “Revenue from Contracts with Customers (Topic 606)—Identifying Performance Obligations and Licensing The new standard is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted for annual reporting periods beginning after December 15, 2016. We do not plan to early adopt and, accordingly, we will adopt the new standard effective January 1, 2018. We currently plan to adopt using the modified retrospective approach. However, a final decision regarding the adoption method has not been finalized at this time. Our final determination will depend on a number of factors, such as the significance of the impact of the new standard on our financial results, system readiness, including that of software procured from third-party providers, and our ability to accumulate and analyze the information needed to assess the impact on prior period financial statements, as necessary. We are in the initial stages of our evaluation of the impact of the new standard on our accounting policies, processes, and system requirements. We have assigned internal resources to assist in the evaluation. Furthermore, we have made and will continue to make investments in systems to enable timely and accurate reporting under the new standard. While we continue to assess all potential impacts under the new standard, there is the potential for significant impacts to the timing of recognition of revenue. This standard could have a material impact on our consolidated financial statements but we do not know and cannot reasonably estimate the quantitative impact of the new standard on our financial statements at this time. In November 2016, the FASB issued ASU No. 2016-18: “ Statement of Cash Flows (Topic 230): Restricted Cash In August 2016, the FASB issued ASU No. 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments The Company prospectively applied ASU 2016-09 to the condensed consolidated statement of operations for the recognition of tax benefits within the provision for taxes, which previously would have been recorded to additional paid-in capital. The impact for the three months ended March 31, 2017 was $0. recognized no tax benefits within operating activities within the condensed consolidated statements of cash flow for the three months ended March 31, 2017 and 2016 The presentation requirements for cash flows related to employee taxes paid for withheld shares had no impact to any of the periods presented in the condensed consolidated statements of cash flows, since such cash flows have historically been presented in financing activities. In February 2016, the FASB issued guidance requiring lessees to recognize a right-of-use asset and a lease liability on the balance sheet for substantially all leases, with the exception of short-term leases. Leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition in the statements of income. The guidance is effective for annual periods, including interim periods within those periods, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact that the update will have on our results of operations, financial condition and financial statement disclosures. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the value of service and performance-based restricted stock on the fair value of a share of common stock on the date of the grant. The Company amortizes the fair value of service-based restricted stock utilizing straight-line amortization of compensation expense over the requisite service period of the grant. The Company amortizes the fair value of the performance-based restricted stock based on the determination of the probable outcome of the performance condition. If the performance condition is expected to be met, then the Company amortizes the fair value of the number of shares expected to vest utilizing straight-line basis over the requisite performance period of the grant. However, if the associated performance condition is not expected to be met, then the Company does not recognize the stock-based compensation expense. |
Income Taxes | Income Taxes – The Company Income Taxes In accordance with ASC 740, the Company assesses its deferred tax asset to determine whether all or any portion of the asset is more likely than not unrealizable. A valuation allowance is required to be established or maintained when, based on currently available information, it is more likely than not that all or a portion of a deferred tax asset will not be realized. In accordance with ASC 740, the Company’s assessment considers whether there has been sufficient income in recent years and whether sufficient income is expected in future years in order to utilize the deferred tax asset. In evaluating the realizability of deferred income tax assets, the Company considered, among other things, historical levels of income, expected future income, the expected timing of the reversals of existing temporary reporting differences, and the expected impact of tax planning strategies that may be implemented to prevent the potential loss of future income tax benefits. Significant judgment is required in determining the future tax consequences of events that have been recognized in the Company’s consolidated financial statements and/or tax returns. Differences between anticipated and actual outcomes of these future tax consequences could have a material impact on the Company’s consolidated financial position or results of operations. Changes in, among other things, income tax legislation, statutory income tax rates, or future income levels could materially impact the Company’s valuation of income tax assets and liabilities and could cause the Company’s income tax provision to vary significantly among financial reporting periods. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. During the three months ended March 31, 2017 and 2016, the Company did not have any interest and penalties expense associated with uncertain tax positions. |
WEIGHTED AVERAGE COMMON SHARES
WEIGHTED AVERAGE COMMON SHARES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
WEIGHTED AVERAGE COMMON SHARES [Abstract] | |
Weighted average numbers of common shares used to compute basic and diluted loss per share | The weighted average number of common shares used to compute basic and diluted loss per share for the three months ended March 31, 2017 and 2016 was as follows: Three Months Ended March 31, 2017 2016 Basic shares outstanding 23,609,308 23,351,192 Dilutive effect of stock options - - Diluted shares outstanding 23,609,308 23,351,192 |
GOODWILL AND LONG-LIVED ASSETS
GOODWILL AND LONG-LIVED ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
GOODWILL AND LONG-LIVED ASSETS [Abstract] | |
Changes in carrying amount of goodwill | The carrying amount of goodwill at March 31, 2017 and 2016 is as follows: Gross Goodwill Balance Accumulated Impairment Losses Net Goodwill Balance Balance as of January 1, 2017 $ 117,176 $ (102,640 ) $ 14,536 Adjustments - - - Balance as of March 31, 2017 $ 117,176 $ (102,640 ) $ 14,536 Gross Goodwill Balance Accumulated Impairment Losses Net Goodwill Balance Balance as of January 1, 2016 $ 117,176 $ (93,881 ) $ 23,295 Adjustments - - - Balance as of March 31, 2016 $ 117,176 $ (93,881 ) $ 23,295 |
Summary of finite-lived intangible assets | Intangible assets, which are included in other assets in the accompanying condensed consolidated balance sheets, consist of the following: Curriculum Gross carrying amount at December 31, 2016 $ 160 Adjustments - Gross carrying amount at March 31, 2017 160 Accumulated amortization at December 31, 2016 128 Amortization 3 Accumulated amortization at March 31, 2017 131 Net carrying amount at March 31, 2017 $ 29 Weighted average amortization period (years) 10 |
Summary of estimated future amortization expense | The following table summarizes the estimated future amortization expense: Year Ending December 31, Remainder of 2017 $ 13 2018 16 $ 29 |
LONG-TERM DEBT AND LEASE OBLI22
LONG-TERM DEBT AND LEASE OBLIGATIONS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
LONG-TERM DEBT AND LEASE OBLIGATIONS [Abstract] | |
Long-term debt and lease obligations | Long-term debt and lease obligations consist of the following: March 31, 2017 December 31, 2016 Credit agreement (a) $ 29,156 $ - Term loan (a) - 44,267 29,156 44,267 Less current maturities (5,000 ) (11,713 ) $ 24,156 $ 32,554 (a) |
Scheduled maturities of long-term debt and lease obligations | Scheduled maturities of long-term debt and lease obligations at March 31, 2017 are as follows: Year ending December 31, 2017 $ 5,000 2018 - 2019 - 2020 25,000 $ 30,000 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
STOCKHOLDERS' EQUITY [Abstract] | |
Summary of transactions pertaining to restricted stock | The following is a summary of transactions pertaining to restricted stock: Shares Weighted Average Grant Date Fair Value Per Share Nonvested restricted stock outstanding at December 31, 2016 1,143,599 $ 1.89 Granted 50,000 1.94 Canceled (52,398 ) 5.63 Vested (469,643 ) 1.63 Nonvested restricted stock outstanding at March 31, 2017 671,558 1.78 |
Summary of transactions pertaining to option plans | The following is a summary of transactions pertaining to stock options: Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2016 218,167 $ 12.11 3.33 years $ - Canceled (37,500 ) 11.96 - Outstanding at March 31, 2017 180,667 12.14 3.74 years - Vested or expected to vest 180,667 12.14 3.74 years - Exercisable as of March 31, 2017 180,667 12.14 3.74 years - |
Summary of options outstanding | The following table presents a summary of stock options outstanding: At March 31, 2017 Stock Options Outstanding Stock Options Exercisable Range of Exercise Prices Shares Contractual Weighted Average Life (years) Weighted Average Price Shares Weighted Average Exercise Price $ 4.00-$13.99 127,667 4.03 $ 8.73 127,667 $ 8.73 $ 14.00-$19.99 22,000 2.59 19.98 22,000 19.98 $ 20.00-$25.00 31,000 3.35 20.62 31,000 20.62 180,667 3.74 12.14 180,667 12.14 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
SEGMENTS [Abstract] | |
Summary financial information by reporting segment | Summary financial information by reporting segment is as follows: For the Three Months Ended March 31, Revenue Operating Income (Loss) 2017 % of Total 2016 % of Total 2017 2016 Transportation and Skilled Trades $ 42,168 64.6 % $ 42,271 59.8 % $ 2,051 $ 3,367 Healthcare and Other Professions 18,836 28.9 % 19,809 28.0 % 162 1,755 Transitional 4,275 6.5 % 8,564 12.1 % (569 ) (3,640 ) Corporate - 0.0 % - 0.0 % (7,372 ) (7,726 ) Total $ 65,279 100.0 % $ 70,644 100.0 % $ (5,728 ) $ (6,244 ) Total Assets March 31, 2017 December 31, 2016 Transportation and Skilled Trades $ 84,659 $ 83,320 Healthcare and Other Professions 7,461 7,506 Transitional 18,763 18,874 Corporate 26,026 53,507 Total $ 136,909 $ 163,207 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
FAIR VALUE [Abstract] | |
Fair value, by balance sheet grouping | The carrying amount and estimated fair value of the Company’s financial instrument, assets and liabilities, which are not measured at fair value on the Condensed Consolidated Balance Sheet, are listed in the table below: At March 31, 2017 Carrying Amount Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Financial Assets: Cash and cash equivalents $ 8,707 $ 8,707 $ - $ - $ 8,707 Restricted cash 11,189 11,189 - - 11,189 Prepaid expenses and other current assets 3,353 - 3,353 - 3,353 Financial Liabilities: Accrued expenses $ 17,725 $ - $ 17,725 $ - $ 17,725 Other short term liabilities 627 - 627 - 627 Credit facility 29,156 - 29,156 - 29,156 |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | Apr. 28, 2017USD ($) | Mar. 14, 2017USD ($) | Mar. 31, 2017USD ($)SchoolStateCampusSegmentProperty | Mar. 31, 2016USD ($) | Mar. 31, 2015CampusSegment |
Business Activities [Abstract] | |||||
Number of schools | School | 28 | ||||
Number of states in which schools operate across the United States | State | 15 | ||||
Number of campuses treated as destination schools | Campus | 5 | ||||
Number of reportable segments | Segment | 3 | 3 | |||
Number of campuses operating under HOPS | Campus | 18 | ||||
Number of campuses closed under HOPS | Campus | 7 | ||||
Number of campuses remaining under HOPS | Campus | 11 | ||||
Liquidity [Abstract] | |||||
Cash and cash equivalents | $ 19,900 | ||||
Restricted cash | 11,200 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Income tax benefit | $ 50 | $ 50 | |||
West Palm Beach Property [Member] | |||||
Liquidity [Abstract] | |||||
Number of properties | Property | 3 | ||||
Cash purchase price | $ 16,300 | ||||
Tambone Companies, LLC [Member] | |||||
Liquidity [Abstract] | |||||
Number of properties agreed to be sold | Property | 2 | ||||
Subsequent Event [Member] | West Palm Beach Property [Member] | |||||
Liquidity [Abstract] | |||||
Bridge term loan | $ 8,000 | ||||
Subsequent Event [Member] | Tambone Companies, LLC [Member] | |||||
Liquidity [Abstract] | |||||
Cash purchase price | $ 16,300 | ||||
ASU 2016-09 [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Income tax benefit | $ 0 |
WEIGHTED AVERAGE COMMON SHARE27
WEIGHTED AVERAGE COMMON SHARES (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Shares used to compute basic and diluted loss income per share [Abstract] | ||
Basic shares outstanding (in shares) | 23,609,308 | 23,351,192 |
Dilutive effect of stock options (in shares) | 0 | 0 |
Diluted shares outstanding (in shares) | 23,609,308 | 23,351,192 |
Stock Option 2 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from computation of income (loss) per share (in shares) | 631,927 | 220,194 |
Stock Option 1 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from computation of income (loss) per share (in shares) | 180,667 | 316,525 |
GOODWILL AND LONG-LIVED ASSET28
GOODWILL AND LONG-LIVED ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
GOODWILL AND LONG-LIVED ASSETS [Abstract] | |||||
Impairment of long-lived assets | $ 0 | $ 0 | |||
Changes in carrying amount of goodwill [Abstract] | |||||
Gross Goodwill Balance | 117,176 | $ 117,176 | $ 117,176 | $ 117,176 | |
Accumulated Impairment Losses | (93,881) | (102,640) | (102,640) | (93,881) | |
Adjustments | 0 | 0 | |||
Net Goodwill Balance | 23,295 | 14,536 | $ 14,536 | $ 23,295 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Net carrying amount | 29 | ||||
Estimated future amortization expense [Abstract] | |||||
Remainder of 2017 | 13 | ||||
2,018 | 16 | ||||
Total | 29 | 29 | |||
Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization | 100 | 100 | |||
Amortization of intangible assets | 100 | 100 | |||
Transportation and Skilled Trades [Member] | |||||
Changes in carrying amount of goodwill [Abstract] | |||||
Net Goodwill Balance | 14,500 | ||||
Healthcare and Other Professions [Member] | |||||
Changes in carrying amount of goodwill [Abstract] | |||||
Net Goodwill Balance | $ 8,800 | ||||
Curriculum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying amount, beginning balance | 160 | ||||
Adjustments | 0 | ||||
Gross carrying amount, ending balance | 160 | ||||
Accumulated amortization, beginning balance | 128 | ||||
Amortization | 3 | ||||
Accumulated amortization, ending balance | 131 | ||||
Net carrying amount | $ 29 | ||||
Weighted average amortization period | 10 years | ||||
Amortization of intangible assets | $ 3 | ||||
Estimated future amortization expense [Abstract] | |||||
Total | $ 29 | $ 29 |
LONG-TERM DEBT AND LEASE OBLI29
LONG-TERM DEBT AND LEASE OBLIGATIONS (Details) | 3 Months Ended | ||
Mar. 31, 2017USD ($)Property | Dec. 31, 2016USD ($) | ||
Long-term debt and lease obligations [Abstract] | |||
Long term debt and capital lease obligations | $ 29,156,000 | $ 44,267,000 | |
Less current maturities | (5,000,000) | (11,713,000) | |
Long-term debt and lease obligations | 24,156,000 | 32,554,000 | |
Scheduled maturities of long-term debt and lease obligations [Abstract] | |||
2,017 | 5,000,000 | ||
2,018 | 0 | ||
2,019 | 0 | ||
2,020 | 25,000,000 | ||
Long term debt and capital lease obligations | 30,000,000 | ||
Credit Agreement [Member] | |||
Long-term debt and lease obligations [Abstract] | |||
Long-term line of credit | [1] | $ 29,156,000 | 0 |
Term of credit facility | 38 months | ||
Expiration date of credit facility | May 31, 2020 | ||
Number of properties owned | Property | 4 | ||
Percentage of letters of credit margin against available funds in cash collateral | 100.00% | ||
Percentage of unused facility fee payable quarterly | 0.50% | ||
Minimum quarterly average aggregate balances to be maintained | $ 5,000,000 | ||
Bank fees if minimum quarterly average aggregate balances is not maintained | $ 12,500 | ||
Closing term to terminate the credit facility | 18 months | ||
Breakage fee | $ 500,000 | ||
Bank origination fee | 250,000 | ||
Deferred finance fee, offset | 800,000 | ||
Letter of Credit [Member] | |||
Long-term debt and lease obligations [Abstract] | |||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | ||
Expiration date of credit facility | Apr. 1, 2017 | ||
Percentage of letter of credit fee, quarterly installment | 1.75% | ||
Letters of credit outstanding | $ 6,200,000 | 6,200,000 | |
Maximum availability under the facility previously provided | 9,500,000 | ||
Term Loan [Member] | |||
Long-term debt and lease obligations [Abstract] | |||
Long-term line of credit | [1] | 0 | 44,267,000 |
Revolving Credit Facility 2 [Member] | |||
Long-term debt and lease obligations [Abstract] | |||
Line of credit facility, maximum borrowing capacity | 25,000,000 | ||
Line of credit facility, amount outstanding | 0 | ||
Prior Credit Agreement [Member] | |||
Long-term debt and lease obligations [Abstract] | |||
Long-term line of credit | 44,300,000 | ||
Termination premium incurred | 1,800,000 | ||
Deferred finance fee, offset | $ 2,300,000 | ||
Credit Facility 1 [Member] | |||
Long-term debt and lease obligations [Abstract] | |||
Line of credit facility, maximum borrowing capacity | 30,000,000 | ||
Outstanding principal balance after released from the pledged account | 25,000,000 | ||
Line of credit facility, amount outstanding | 30,000,000 | ||
Maximum [Member] | Credit Agreement [Member] | |||
Long-term debt and lease obligations [Abstract] | |||
Line of credit facility, maximum borrowing capacity | 55,000,000 | ||
Tranche A [Member] | Credit Agreement [Member] | |||
Long-term debt and lease obligations [Abstract] | |||
Long-term line of credit | 25,000,000 | ||
Tranche A [Member] | Revolving Credit Facility 1 [Member] | |||
Long-term debt and lease obligations [Abstract] | |||
Line of credit facility, maximum borrowing capacity | 25,000,000 | ||
Amount borrowed for working capital | $ 1,800,000 | ||
Interest rate on credit facility | 6.00% | ||
Tranche A [Member] | Revolving Credit Facility 1 [Member] | Prime Rate [Member] | |||
Long-term debt and lease obligations [Abstract] | |||
Interest rate on credit facility | 2.50% | ||
Tranche B [Member] | Credit Agreement [Member] | |||
Long-term debt and lease obligations [Abstract] | |||
Long-term line of credit | $ 5,000,000 | ||
Tranche B [Member] | Non-Revolving Credit Facility [Member] | |||
Long-term debt and lease obligations [Abstract] | |||
Line of credit facility, maximum borrowing capacity | 5,000,000 | ||
Outstanding principal balance after released from the pledged account | $ 0 | ||
Tranche B [Member] | Non-Revolving Credit Facility [Member] | Prime Rate [Member] | |||
Long-term debt and lease obligations [Abstract] | |||
Interest rate on credit facility | 3.50% | ||
Tranche B [Member] | Revolving Credit Facility 2 [Member] | Prime Rate [Member] | |||
Long-term debt and lease obligations [Abstract] | |||
Interest rate on credit facility | 3.50% | ||
[1] | On March 31, 2017, the Company entered into a secured revolving credit agreement (the "Credit Agreement") with Sterling National Bank (the "Bank") pursuant to which the Company obtained a credit facility in the aggregate principal amount of up to $55 million (the "Credit Facility"). The Credit Facility consists of (a) a $30 million loan facility ("Facility 1"), which is comprised of a $25 million revolving loan designated as "Tranche A" and a $5 million non-revolving loan designated as "Tranche B" and (b) a $25 million revolving loan facility ("Facility 2"), which includes a sublimit amount for letters of credit of $10 million. The Credit Facility replaces a term loan facility (the "Prior Credit Facility") from a lender group led by HPF Service, LLC, which was repaid and terminated concurrently with the effectiveness of the Credit Facility. The term of the Credit Facility is 38 months, maturing on May 31, 2020. The Credit Facility is secured by a first priority lien in favor of the Bank on substantially all of the personal property owned by the Company as well as mortgages on four parcels of real property owned by the Company in Connecticut, Colorado, Tennessee and Texas at which four of the Company's schools are located. At the closing, the Company drew $25 million under Tranche A of Facility 1, which, pursuant to the terms of the Credit Agreement, was used to repay the Prior Credit Facility and to pay transaction costs associated with closing the Credit Facility. After the disbursements of such amounts, the Company retained approximately $1.832 million of the borrowed amount for working capital purposes. Also, at closing, $5 million was drawn under Tranche B and, pursuant to the terms of the Credit Agreement, was deposited into an interest-bearing pledged account (the "Pledged Account") in the name of the Company maintained at the Bank in order to secure payment obligations of the Company with respect to the costs of remediation of any environmental contamination discovered at certain of the mortgaged properties upon completion of environmental studies undertaken at such properties. Pursuant to the terms of the Credit Agreement, funds will be released from the Pledged Account upon request by the Company to reimburse the Company for costs incurred for environmental remediation, if required. Upon the completion of any such environmental remediation or upon determination that no environmental remediation is necessary, funds remaining in the Pledged Account will be released from the Pledged Account and applied to the outstanding principal balance of Tranche B and availability under Tranche B will be permanently reduced to zero and, accordingly, the maximum principal amount of Facility 1 will be permanently reduced to $25 million. Pursuant to the terms of the Credit Agreement, all draws under Facility 2 for letters of credit or revolving loans must be secured by cash collateral in an amount equal to 100% of the aggregate stated amount of the letters of credit issued and revolving loans outstanding through draws from Facility 1 or other available cash of the Company. Accrued interest on each revolving loan will be payable monthly in arrears. Revolving loans under Tranche A of Facility 1 will bear interest at a rate per annum equal to the greater of (x) the Bank's prime rate plus 2.50% and (y) 6.00%. The amount borrowed under Tranche B of Facility 1 and revolving loans under Facility 2 will bear interest at a rate per annum equal to the greater of (x) the Bank's prime rate and (y) 3.50%. Each issuance of a letter of credit under Facility 2 will require the payment of a letter of credit fee to the Bank equal to a rate per annum of 1.75% on the daily amount available to be drawn under the letter of credit, which fee shall be payable in quarterly installments in arrears. Letters of credit totaling $6,186,906 that were outstanding under a $9.5 million letter of credit facility previously provided to the Company by the Bank, which letter of credit facility was set to mature on April 1, 2017, are treated as letters of credit under Facility 2. Under the terms of the Credit Agreement, the Bank receives an unused facility fee on the average daily unused balance of Facility 1 at a rate per annum equal to 0.50%, which fee is payable quarterly in arrears. In addition, the Company is required to maintain on deposit with the Bank in one or more non-interest bearing accounts a minimum of $5 million in quarterly average aggregate balances. If in any quarter the required average aggregate account balance is not maintained, the Company is required to pay the Bank a fee of $12,500 for that quarter. Under the terms of the Credit Agreement, in the event that the Company terminates the Credit Facility or refinances with another lender within 18 months of closing, the Company shall be required to pay the Bank a breakage fee of $500,000. In addition to the foregoing, the Credit Agreement contains customary representations, warranties and affirmative and negative covenants, including financial covenants that restrict capital expenditures, prohibit the incurrence of a net loss commencing December 31, 2018 and require a minimum adjusted EBITDA and a minimum tangible net worth, as well as events of default customary for facilities of this type. In connection with the Credit Agreement, the Company paid the Bank an origination fee in the amount of $250,000 and other fees and reimbursements that are customary for facilities of this type. The Company incurred an early termination premium of approximately $1.8 million in connection with the termination of the Prior Credit Facility. As of March 31, 2017, the Company had $30 million outstanding under the Credit Facility; offset by $0.8 million of deferred finance fees. As of December 31, 2016, the Company had $44.3 million outstanding under the Prior Credit Facility; offset by $2.3 million of deferred finance fees which were written-off. As of March 31, 2017 and December 31, 2016 there were letters of credit in the aggregate principal amount of $6.1 million outstanding, respectively. |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017USD ($)Plan$ / sharesshares | Mar. 31, 2016USD ($)shares | Dec. 31, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of stock incentive plans | Plan | 2 | ||
Shares [Abstract] | |||
Outstanding, beginning balance (in shares) | shares | 218,167 | ||
Canceled (in shares) | shares | (37,500) | ||
Outstanding, ending balance (in shares) | shares | 180,667 | 218,167 | |
Vested or expected to vest (in shares) | shares | 180,667 | ||
Exercisable, ending balance (in shares) | shares | 180,667 | ||
Weighted Average Exercise Price Per Share [Abstract] | |||
Outstanding, beginning balance (in dollars per share) | $ 12.11 | ||
Cancelled (in dollars per share) | 11.96 | ||
Outstanding, ending balance (in dollars per share) | 12.14 | $ 12.11 | |
Vested or expected to vest (in dollars per share) | 12.14 | ||
Exercisable, ending balance (in dollars per share) | $ 12.14 | ||
Weighted Average Remaining Contractual Term [Abstract] | |||
Outstanding | 3 years 8 months 26 days | 3 years 3 months 29 days | |
Vested or expected to vest | 3 years 8 months 26 days | ||
Exercisable | 3 years 8 months 26 days | ||
Aggregate Intrinsic Value [Abstract] | |||
Outstanding, beginning balance | $ | $ 0 | ||
Canceled | $ | 0 | ||
Outstanding, ending balance | $ | 0 | $ 0 | |
Vested or expected to vest | $ | 0 | ||
Exercisable, ending balance | $ | $ 0 | ||
Stock Options Outstanding [Abstract] | |||
Shares (in shares) | shares | 180,667 | ||
Contractual Weighted Average Life | 3 years 8 months 26 days | ||
Weighted Average Price (in dollars per share) | $ 12.14 | ||
Stock Options Exercisable [Abstract] | |||
Shares (in shares) | shares | 180,667 | ||
Weighted Exercise Price (in dollars per share) | $ 12.14 | ||
Stock Options [Member] | |||
Aggregate Intrinsic Value [Abstract] | |||
Unrecognized pre-tax compensation expense | $ | $ 0 | ||
Restricted Stock [Member] | |||
Shares [Abstract] | |||
Nonvested restricted stock outstanding, beginning balance (in shares) | shares | 1,143,599 | ||
Granted (in shares) | shares | 50,000 | ||
Canceled (in shares) | shares | (52,398) | ||
Vested (in shares) | shares | (469,643) | ||
Nonvested restricted stock outstanding, ending balance (in shares) | shares | 671,558 | 1,143,599 | |
Weighted Average Grant Date Fair Value [Abstract] | |||
Nonvested restricted stock outstanding, beginning balance (in dollars per share) | $ 1.89 | ||
Granted (in dollars per share) | 1.94 | ||
Canceled (in dollars per share) | 5.63 | ||
Vested (in dollars per share) | 1.63 | ||
Nonvested restricted stock outstanding, ending balance (in dollars per share) | $ 1.78 | $ 1.89 | |
Recognized restricted stock expense | $ | $ 400 | $ 400 | |
Unrecognized restricted stock expense | $ | $ 800 | $ 1,500 | |
LTIP [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Net share settlement for restricted stock (in shares) | shares | 184,231 | 35,278 | |
Decrease in equity due to payment of tax for employee | $ | $ 400 | $ 100 | |
LTIP [Member] | June 2, 2014 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period of performance-based shares | 3 years | ||
Specified operating income margin period | 1 year | ||
LTIP [Member] | December 18, 2014 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period of performance-based shares | 3 years | ||
Specified operating income margin period | 1 year | ||
LTIP [Member] | Restricted Stock [Member] | |||
Weighted Average Grant Date Fair Value [Abstract] | |||
Outstanding restricted shares, intrinsic value | $ | $ 1,900 | ||
$ 4.00-$13.99 [Member] | |||
Range of Exercise Prices [Abstract] | |||
Range of Exercise Prices, Minimum (in dollars per share) | $ 4 | ||
Range of Exercise Prices, Maximum (in dollars per share) | $ 13.99 | ||
Stock Options Outstanding [Abstract] | |||
Shares (in shares) | shares | 127,667 | ||
Contractual Weighted Average Life | 4 years 11 days | ||
Weighted Average Price (in dollars per share) | $ 8.73 | ||
Stock Options Exercisable [Abstract] | |||
Shares (in shares) | shares | 127,667 | ||
Weighted Exercise Price (in dollars per share) | $ 8.73 | ||
$ 14.00-$19.99 [Member] | |||
Range of Exercise Prices [Abstract] | |||
Range of Exercise Prices, Minimum (in dollars per share) | 14 | ||
Range of Exercise Prices, Maximum (in dollars per share) | $ 19.99 | ||
Stock Options Outstanding [Abstract] | |||
Shares (in shares) | shares | 22,000 | ||
Contractual Weighted Average Life | 2 years 7 months 2 days | ||
Weighted Average Price (in dollars per share) | $ 19.98 | ||
Stock Options Exercisable [Abstract] | |||
Shares (in shares) | shares | 22,000 | ||
Weighted Exercise Price (in dollars per share) | $ 19.98 | ||
$ 20.00-$25.00 [Member] | |||
Range of Exercise Prices [Abstract] | |||
Range of Exercise Prices, Minimum (in dollars per share) | 20 | ||
Range of Exercise Prices, Maximum (in dollars per share) | $ 25 | ||
Stock Options Outstanding [Abstract] | |||
Shares (in shares) | shares | 31,000 | ||
Contractual Weighted Average Life | 3 years 4 months 6 days | ||
Weighted Average Price (in dollars per share) | $ 20.62 | ||
Stock Options Exercisable [Abstract] | |||
Shares (in shares) | shares | 31,000 | ||
Weighted Exercise Price (in dollars per share) | $ 20.62 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
INCOME TAXES [Abstract] | ||
Provision for income taxes | $ 50 | $ 50 |
Effective income tax rate | 0.50% | 0.80% |
CONTINGENCIES (Details)
CONTINGENCIES (Details) $ in Thousands | Jul. 13, 2015USD ($) |
CONTINGENCIES [Abstract] | |
Settlement amount | $ 850,000 |
Debt forgiveness | $ 165,000 |
SEGMENTS (Details)
SEGMENTS (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017USD ($)SegmentLocation | Mar. 31, 2016USD ($) | Mar. 31, 2015Segment | Dec. 31, 2016USD ($) | |
SEGMENTS [Abstract] | ||||
Number of locations closed | Location | 10 | |||
Number of reportable segments | Segment | 3 | 3 | ||
Summary financial information by reporting segment [Abstract] | ||||
Revenues | $ 65,279 | $ 70,644 | ||
Percentage of Total Revenue | 100.00% | 100.00% | ||
Operating Income (Loss) | $ (5,728) | $ (6,244) | ||
Assets | 136,909 | $ 163,207 | ||
Reportable Segments [Member] | Transportation and Skilled Trades [Member] | ||||
Summary financial information by reporting segment [Abstract] | ||||
Revenues | $ 42,168 | $ 42,271 | ||
Percentage of Total Revenue | 64.60% | 59.80% | ||
Operating Income (Loss) | $ 2,051 | $ 3,367 | ||
Assets | 84,659 | 83,320 | ||
Reportable Segments [Member] | Healthcare and Other Professions [Member] | ||||
Summary financial information by reporting segment [Abstract] | ||||
Revenues | $ 18,836 | $ 19,809 | ||
Percentage of Total Revenue | 28.90% | 28.00% | ||
Operating Income (Loss) | $ 162 | $ 1,755 | ||
Assets | 7,461 | 7,506 | ||
Reportable Segments [Member] | Transitional [Member] | ||||
Summary financial information by reporting segment [Abstract] | ||||
Revenues | $ 4,275 | $ 8,564 | ||
Percentage of Total Revenue | 6.50% | 12.10% | ||
Operating Income (Loss) | $ (569) | $ (3,640) | ||
Assets | 18,763 | 18,874 | ||
Corporate [Member] | ||||
Summary financial information by reporting segment [Abstract] | ||||
Revenues | $ 0 | $ 0 | ||
Percentage of Total Revenue | 0.00% | 0.00% | ||
Operating Income (Loss) | $ (7,372) | $ (7,726) | ||
Assets | $ 26,026 | $ 53,507 |
FAIR VALUE (Details)
FAIR VALUE (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Carrying Amount [Member] | |
Financial Assets [Abstract] | |
Cash and cash equivalents | $ 8,707 |
Restricted cash | 11,189 |
Prepaid expenses and other current assets | 3,353 |
Financial Liabilities [Abstract] | |
Accrued expenses | 17,725 |
Other short-term liabilities | 627 |
Credit facility | 29,156 |
Fair Value [Member] | |
Financial Assets [Abstract] | |
Cash and cash equivalents | 8,707 |
Restricted cash | 11,189 |
Prepaid expenses and other current assets | 3,353 |
Financial Liabilities [Abstract] | |
Accrued expenses | 17,725 |
Other short-term liabilities | 627 |
Credit facility | 29,156 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Fair Value [Member] | |
Financial Assets [Abstract] | |
Cash and cash equivalents | 8,707 |
Restricted cash | 11,189 |
Prepaid expenses and other current assets | 0 |
Financial Liabilities [Abstract] | |
Accrued expenses | 0 |
Other short-term liabilities | 0 |
Credit facility | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Fair Value [Member] | |
Financial Assets [Abstract] | |
Cash and cash equivalents | 0 |
Restricted cash | 0 |
Prepaid expenses and other current assets | 3,353 |
Financial Liabilities [Abstract] | |
Accrued expenses | 17,725 |
Other short-term liabilities | 627 |
Credit facility | 29,156 |
Significant Unobservable Inputs (Level 3) [Member] | Fair Value [Member] | |
Financial Assets [Abstract] | |
Cash and cash equivalents | 0 |
Restricted cash | 0 |
Prepaid expenses and other current assets | 0 |
Financial Liabilities [Abstract] | |
Accrued expenses | 0 |
Other short-term liabilities | 0 |
Credit facility | $ 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Millions | Apr. 28, 2017 | Mar. 14, 2017 |
West Palm Beach Property [Member] | ||
Subsequent Event [Line Items] | ||
Cash purchase price | $ 16.3 | |
Subsequent Event [Member] | West Palm Beach Property [Member] | ||
Subsequent Event [Line Items] | ||
Short term loan | $ 8 | |
Subsequent Event [Member] | Tambone Companies, LLC [Member] | ||
Subsequent Event [Line Items] | ||
Cash purchase price | $ 16.3 | |
Subsequent Event [Member] | Prime Rate [Member] | Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Interest rate on credit facility | 2.50% | |
Subsequent Event [Member] | Prime Rate [Member] | Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Interest rate on credit facility | 6.00% |