Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 11, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | LINCOLN EDUCATIONAL SERVICES CORP | |
Entity Central Index Key | 0001286613 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 26,400,782 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Address, State or Province | NJ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 23,342 | $ 23,644 |
Restricted cash | 2,626 | 0 |
Accounts receivable, less allowance of $20,661 and $18,107 at June 30, 2020 and December 31, 2019, respectively | 27,906 | 20,652 |
Inventories | 3,107 | 1,608 |
Prepaid income taxes and income taxes receivable | 277 | 383 |
Prepaid expenses and other current assets | 3,748 | 4,190 |
Total current assets | 61,006 | 50,477 |
PROPERTY, EQUIPMENT AND FACILITIES - At cost, net of accumulated depreciation and amortization of $175,183 and $172,408 at June 30, 2020 and December 31, 2019, respectively | 49,172 | 49,345 |
OTHER ASSETS: | ||
Noncurrent restricted cash | 0 | 15,000 |
Noncurrent receivables, less allowance of $2,932 and $2,260 at June 30, 2020 and December 31, 2019, respectively | 15,787 | 15,337 |
Operating lease right-of-use assets | 53,397 | 49,065 |
Goodwill | 14,536 | 14,536 |
Other assets, net | 1,003 | 1,003 |
Total other assets | 84,723 | 94,941 |
TOTAL ASSETS | 194,901 | 194,763 |
CURRENT LIABILITIES: | ||
Current portion of credit agreement | 2,000 | 2,000 |
Unearned tuition | 17,573 | 23,411 |
Accounts payable | 14,058 | 14,584 |
Accrued expenses | 12,162 | 7,869 |
CARES Act student funds liability | 2,626 | 0 |
CARES Act institutional funds liability | 11,837 | 0 |
Current portion of operating lease liabilities | 8,222 | 9,142 |
Other short-term liabilities | 93 | 199 |
Total current liabilities | 68,571 | 57,205 |
NONCURRENT LIABILITIES: | ||
Long-term credit agreement and term loan | 16,121 | 32,028 |
Pension plan liabilities | 3,850 | 4,015 |
Deferred income taxes, net | 153 | 153 |
Long-term portion of operating lease liabilities | 51,148 | 46,018 |
Other long-term liabilities | 1,014 | 214 |
Total liabilities | 140,857 | 139,633 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY: | ||
Common stock, no par value - authorized: 100,000,000 shares at June 30, 2020 and December 31, 2019; issued and outstanding: 32,386,438 shares at June 30, 2020 and 31,142,251 shares at December 31, 2019 | 141,377 | 141,377 |
Additional paid-in capital | 30,589 | 30,145 |
Treasury stock at cost - 5,910,541 shares at June 30, 2020 and December 31, 2019 | (82,860) | (82,860) |
Accumulated deficit | (43,025) | (42,058) |
Accumulated other comprehensive loss | (4,019) | (3,456) |
Total stockholders' equity | 42,062 | 43,148 |
TOTAL LIABILITIES, SERIES A CONVERTIBLE PREFERRED STOCK AND EQUITY | 194,901 | 194,763 |
Series A Convertible Preferred Stock [Member] | ||
SERIES A CONVERTIBLE PREFERRED STOCK | ||
Preferred stock, no par value - 10,000,000 shares authorized, Series A convertible preferred shares, 12,700 shares issued and outstanding at June 30, 2020 and December 31, 2019 | 11,982 | 11,982 |
STOCKHOLDERS' EQUITY: | ||
Total stockholders' equity | $ 11,982 | $ 11,982 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Accounts receivable, allowance | $ 20,661 | $ 18,107 |
PROPERTY, EQUIPMENT AND FACILITIES - accumulated depreciation and amortization | 175,183 | 172,408 |
OTHER ASSETS: | ||
Noncurrent receivables, allowance | $ 2,932 | $ 2,260 |
STOCKHOLDERS' EQUITY: | ||
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) | 32,386,438 | 31,142,251 |
Common stock, shares outstanding (in shares) | 32,386,438 | 31,142,251 |
Treasury stock, shares (in shares) | 5,910,541 | 5,910,541 |
Series A Convertible Preferred Stock [Member] | ||
SERIES A CONVERTIBLE PREFERRED STOCK | ||
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) | 12,700 | 12,700 |
Preferred stock, shares outstanding (in shares) | 12,700 | 12,700 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) [Abstract] | ||||
REVENUE | $ 62,470 | $ 63,569 | $ 132,511 | $ 126,833 |
COSTS AND EXPENSES: | ||||
Educational services and facilities | 26,245 | 29,749 | 56,482 | 59,728 |
Selling, general and administrative | 35,162 | 35,913 | 76,310 | 74,062 |
(Gain) loss on disposition of assets | (97) | 0 | (96) | 1 |
Total costs & expenses | 61,310 | 65,662 | 132,696 | 133,791 |
OPERATING INCOME (LOSS) | 1,160 | (2,093) | (185) | (6,958) |
OTHER: | ||||
Interest income | 0 | 2 | 0 | 7 |
Interest expense | (327) | (829) | (682) | (1,386) |
INCOME (LOSS) BEFORE INCOME TAXES | 833 | (2,920) | (867) | (8,337) |
PROVISION FOR INCOME TAXES | 50 | 144 | 100 | 194 |
NET INCOME (LOSS) | $ 783 | $ (3,064) | $ (967) | $ (8,531) |
Basic | ||||
Net income (loss) per common share (in dollars per share) | $ 0.02 | $ (0.12) | $ (0.06) | $ (0.35) |
Diluted | ||||
Net income (loss) per common share (in dollars per share) | $ 0.02 | $ (0.12) | $ (0.06) | $ (0.35) |
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 24,741,331 | 24,555,435 | 24,669,838 | 24,544,879 |
Diluted (in shares) | 24,741,331 | 24,555,435 | 24,669,838 | 24,544,879 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) [Abstract] | ||||
Net income (loss) | $ 783 | $ (3,064) | $ (967) | $ (8,531) |
Other comprehensive income | ||||
Derivative qualifying as a cash flow hedge, net of taxes (nil) | (95) | 0 | (843) | 0 |
Employee pension plan adjustments, net of taxes (nil) | 140 | 154 | 280 | 308 |
Comprehensive income (loss) | $ 828 | $ (2,910) | $ (1,530) | $ (8,223) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Other comprehensive income | ||
Derivative qualifying as a cash flow hedge, taxes | $ 0 | $ 0 |
Employee pension plan adjustments, taxes | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total | Series A Convertible Preferred Stock [Member] |
BALANCE at Dec. 31, 2018 | $ 141,377 | $ 29,484 | $ (82,860) | $ (44,073) | $ (4,062) | $ 39,866 | $ 0 |
BALANCE (in shares) at Dec. 31, 2018 | 30,552,333 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | $ 0 | 0 | 0 | (5,467) | 0 | (5,467) | $ 0 |
Employee pension plan adjustments | 0 | 0 | 0 | 0 | 154 | 154 | 0 |
Stock-based compensation expense | |||||||
Restricted stock | $ 0 | 52 | 0 | 0 | 0 | 52 | $ 0 |
Restricted stock (in shares) | 478,853 | 0 | |||||
Net share settlement for equity-based compensation | $ 0 | (18) | 0 | 0 | 0 | (18) | $ 0 |
Net share settlement for equity-based compensation (in shares) | (5,518) | 0 | |||||
BALANCE at Mar. 31, 2019 | $ 141,377 | 29,518 | (82,860) | (49,540) | (3,908) | 34,587 | $ 0 |
BALANCE (in shares) at Mar. 31, 2019 | 31,025,668 | 0 | |||||
BALANCE at Dec. 31, 2018 | $ 141,377 | 29,484 | (82,860) | (44,073) | (4,062) | 39,866 | $ 0 |
BALANCE (in shares) at Dec. 31, 2018 | 30,552,333 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (8,531) | ||||||
Derivative qualifying as cash flow hedge | 0 | ||||||
BALANCE at Jun. 30, 2019 | $ 141,377 | 29,709 | (82,860) | (52,604) | (3,754) | 31,868 | $ 0 |
BALANCE (in shares) at Jun. 30, 2019 | 31,142,251 | 0 | |||||
BALANCE at Mar. 31, 2019 | $ 141,377 | 29,518 | (82,860) | (49,540) | (3,908) | 34,587 | $ 0 |
BALANCE (in shares) at Mar. 31, 2019 | 31,025,668 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | $ 0 | 0 | 0 | (3,064) | 0 | (3,064) | $ 0 |
Employee pension plan adjustments | 0 | 0 | 0 | 0 | 154 | 154 | 0 |
Derivative qualifying as cash flow hedge | 0 | ||||||
Stock-based compensation expense | |||||||
Restricted stock | $ 0 | 191 | 0 | 0 | 0 | 191 | $ 0 |
Restricted stock (in shares) | 116,583 | 0 | |||||
Net share settlement for equity-based compensation | $ 0 | 0 | 0 | 0 | 0 | 0 | $ 0 |
Net share settlement for equity-based compensation (in shares) | 0 | 0 | |||||
BALANCE at Jun. 30, 2019 | $ 141,377 | 29,709 | (82,860) | (52,604) | (3,754) | 31,868 | $ 0 |
BALANCE (in shares) at Jun. 30, 2019 | 31,142,251 | 0 | |||||
BALANCE at Dec. 31, 2019 | $ 141,377 | 30,145 | (82,860) | (42,058) | (3,456) | 43,148 | $ 11,982 |
BALANCE (in shares) at Dec. 31, 2019 | 31,142,251 | 12,700 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | $ 0 | 0 | 0 | (1,750) | 0 | (1,750) | $ 0 |
Employee pension plan adjustments | 0 | 0 | 0 | 0 | 140 | 140 | 0 |
Derivative qualifying as cash flow hedge | 0 | 0 | 0 | 0 | (748) | (748) | 0 |
Stock-based compensation expense | |||||||
Restricted stock | $ 0 | 291 | 0 | 0 | 0 | 291 | $ 0 |
Restricted stock (in shares) | 1,191,262 | 0 | |||||
Net share settlement for equity-based compensation | $ 0 | (172) | 0 | 0 | 0 | (172) | $ 0 |
Net share settlement for equity-based compensation (in shares) | (58,451) | 0 | |||||
BALANCE at Mar. 31, 2020 | $ 141,377 | 30,264 | (82,860) | (43,808) | (4,064) | 40,909 | $ 11,982 |
BALANCE (in shares) at Mar. 31, 2020 | 32,275,062 | 12,700 | |||||
BALANCE at Dec. 31, 2019 | $ 141,377 | 30,145 | (82,860) | (42,058) | (3,456) | 43,148 | $ 11,982 |
BALANCE (in shares) at Dec. 31, 2019 | 31,142,251 | 12,700 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (967) | ||||||
Derivative qualifying as cash flow hedge | (843) | ||||||
BALANCE at Jun. 30, 2020 | $ 141,377 | 30,589 | (82,860) | (43,025) | (4,019) | 42,062 | $ 11,982 |
BALANCE (in shares) at Jun. 30, 2020 | 32,386,438 | 12,700 | |||||
BALANCE at Mar. 31, 2020 | $ 141,377 | 30,264 | (82,860) | (43,808) | (4,064) | 40,909 | $ 11,982 |
BALANCE (in shares) at Mar. 31, 2020 | 32,275,062 | 12,700 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | $ 0 | 0 | 0 | 783 | 0 | 783 | $ 0 |
Employee pension plan adjustments | 0 | 0 | 0 | 0 | 140 | 140 | 0 |
Derivative qualifying as cash flow hedge | 0 | 0 | 0 | 0 | (95) | (95) | 0 |
Stock-based compensation expense | |||||||
Restricted stock | $ 0 | 325 | 0 | 0 | 0 | 325 | $ 0 |
Restricted stock (in shares) | 111,376 | 0 | |||||
Net share settlement for equity-based compensation | $ 0 | 0 | 0 | 0 | 0 | 0 | $ 0 |
Net share settlement for equity-based compensation (in shares) | 0 | 0 | |||||
BALANCE at Jun. 30, 2020 | $ 141,377 | $ 30,589 | $ (82,860) | $ (43,025) | $ (4,019) | $ 42,062 | $ 11,982 |
BALANCE (in shares) at Jun. 30, 2020 | 32,386,438 | 12,700 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (967) | $ (8,531) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 3,763 | 3,989 |
Amortization of deferred finance charges | 90 | 194 |
Deferred income taxes | 0 | 424 |
(Gain) loss on disposition of assets | (96) | 1 |
Fixed asset donation | (334) | (893) |
Provision for doubtful accounts | 12,618 | 8,923 |
Stock-based compensation expense | 616 | 242 |
(Increase) decrease in assets: | ||
Accounts receivable | (20,322) | (13,818) |
Inventories | (1,499) | (635) |
Prepaid income taxes and income taxes receivable | 106 | (211) |
Prepaid expenses and current assets | 346 | 177 |
Other assets, net | (122) | (649) |
Increase (decrease) in liabilities: | ||
Accounts payable | (615) | 4,271 |
Accrued expenses | 4,293 | (470) |
CARES Act student funds liability | 2,626 | 0 |
CARES Act institutional funds liability | 11,837 | 0 |
Unearned tuition | (5,838) | (2,829) |
Deferred income taxes | 0 | 93 |
Other liabilities | (34) | (1,060) |
Total adjustments | 7,435 | (2,251) |
Net cash provided by (used in) operating activities | 6,468 | (10,782) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (3,072) | (1,212) |
Proceeds from insurance | 97 | 0 |
Net cash used in investing activities | (2,975) | (1,212) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on borrowings | (27,000) | (26,600) |
Proceeds from borrowings | 11,000 | 3,750 |
Credit (payment) of deferred finance fees | 3 | (98) |
Net share settlement for equity-based compensation | (172) | (18) |
Net cash used in financing activities | (16,169) | (22,966) |
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (12,676) | (34,960) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH-Beginning of period | 38,644 | 45,946 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH-End of period | 25,968 | 10,986 |
Cash paid for: | ||
Interest | 589 | 1,073 |
Income taxes | 14 | 99 |
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Liabilities accrued for or noncash purchases of fixed assets | $ 614 | $ 1,030 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2020 | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Business Activities — Lincoln Educational Services Corporation and its subsidiaries (collectively, the “Company”, “we”, “our” and “us”, as applicable) provide diversified career-oriented post-secondary education to recent high school graduates and working adults. The Company, which currently operates 22 schools in 14 states, The Company’s business is organized into three reportable business segments: (a) Transportation and Skilled Trades, (b) Healthcare and Other Professions (“HOPS”), and (c) Transitional, which refers to our campus operations which have been closed. COVID-19 Pandemic — During the first quarter of 2020, the coronavirus disease (“COVID-19”) began to spread worldwide and has caused significant disruptions to the U.S. and world economies. In early March 2020, the Company began seeing the impact of the COVID-19 pandemic on our business. The impact was primarily related to transitioning classes from in-person, hands-on learning to online, remote learning. As part of this transition, the Company has incurred additional expenses. In addition, some students have been placed on leave of absence as they could not complete their externships and some students chose not to participate in online learning. Additionally, certain programs were extended due to restricted access to externship sites and classroom labs. Due to phased re-opening on a state-by-state basis, our schools have been reopening since May 2020 and, currently, all of our schools have re-opened and we expect the majority of the students who were placed on leave or otherwise deferred their programs to finish their programs now. As COVID-19 continues to affect many states and its course is unpredictable, the full impact on the Company’s consolidated financial statements remains uncertain. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The Company has and will continue to evaluate the impact of the CARES Act on the results of operations and cash flows. See Note 12 – COVID-19 Pandemic and Cares Act Liquidity — As of December 31, 2019, the Company had a net cash balance of $4.6 million. The Company believes that its likely sources of cash should be sufficient to fund operations for the next twelve months and thereafter for the foreseeable future. if circumstances surrounding COVID-19 should evolve in a significantly adverse manner it is possible our liquidity could be materially and adversely affected. 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 – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. On an ongoing basis, the Company evaluates the estimates and assumptions, including those used to determine the incremental borrowing rate to calculate lease liabilities and right-of-use assets, lease term to calculate lease cost, revenue recognition, bad debts, impairments, useful lives of fixed assets, income taxes, benefit plans and certain accruals. Actual results could differ from those estimates. New Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2020-03, “ Codification Improvements to Financial Instruments ” (“ASU 2020-03”). ASU 2020-03 improves and clarifies various financial instruments topics. ASU 2020-03 includes seven different issues that describe the areas of improvement and the related amendments to GAAP. The Company adopted ASU 2020-03 upon issuance, which did not have a material effect on the Company’s condensed consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, “ Simplifying the Accounting for Income Taxes” “Income Taxes” In August 2018, the FASB issued ASU 2018-14, “ Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” and subsequently issued additional guidance that modified ASU 2016-13. ASU 2016-13 and the subsequent “Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842)” Additionally, in February and March 2020, the FASB issued ASU 2020-02, “ Financial Instruments—Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) ” ASU 2020-02 adds a SEC paragraph pursuant to the issuance of SEC Staff Accounting Bulletin No. 119 on loan losses to FASB Codification Topic 326 and also updates the SEC section of the Codification for the change in the effective date of Topic 842. Income Taxes – The Company Income Taxes In accordance with ASC 740, the Company assesses our deferred tax asset to determine whether all or any portion of the asset is more likely than not unrealizable. A valuation allowance is required to be established or maintained when, based on currently available information, it is more likely than not that all or a portion of a deferred tax asset will not be realized. In accordance with ASC 740, our assessment considers whether there has been sufficient income in recent years and whether sufficient income is expected in future years in order to utilize the deferred tax asset. In evaluating the realizability of deferred income tax assets, the Company 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 our 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 our income tax provision to vary significantly among financial reporting periods. During the three and six months ended June 30, 2020 and 2019, the Company did not recognize any interest and penalties expense associated with uncertain tax positions. See Note 12 – COVID-19 Pandemic and Cares Act Derivative Instruments — All qualifying hedging activities are documented at the inception of the hedge and must meet the definition of highly effective in offsetting changes to future cash. The Company utilizes the change in variable cash flows method to evaluate hedge effectiveness quarterly. We record the fair value of the qualifying hedges in other long-term liabilities (for derivative liabilities) and other assets (for derivative assets). All unrealized gains and losses on derivatives that are designated and qualify for hedge accounting are reported in other comprehensive income (loss) and recognized when the underlying hedged transaction affects earnings. Changes in the fair value of these derivatives are recognized in other comprehensive income (loss). The Company classifies the cash flows from a cash flow hedge within the same category as the cash flows from the items being hedged. The Company adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2020 | |
EARNINGS PER SHARE [Abstract] | |
EARNINGS PER SHARE | 2. EARNINGS PER SHARE The Company presents basic and diluted earnings (loss) per common share using the two-class method which requires all outstanding Series A Preferred Stock and unvested restricted stock that contain rights to non-forfeitable dividends and therefore participate in undistributed earnings with common shareholders be included in computing earnings per share. Under the two-class method, net income is reduced by the amount of dividends declared in the period for each class of common stock and participating security. The remaining undistributed earnings are then allocated to common stock and participating securities, based on their respective rights to receive dividends. Series A Preferred Stock and unvested restricted stock contain non-forfeitable rights to dividends on an if-converted basis and on the same basis as common shares, respectively, and are considered participating securities. The Series A Preferred Stock and unvested restricted stock are not included in the computation of basic earnings (loss) per common share in periods in which we have a net loss, as the Series A Preferred Stock and unvested restricted stock are not contractually obligated to share in our net losses. However, the cumulative dividends on preferred stock for the period decreases the income or increases the net loss allocated to common shareholders. Basic earnings (loss) per common share has been computed by dividing net income (loss) allocated to common shareholders by the weighted-average number of common shares outstanding. The basic and diluted net loss amounts are the same for the six months ended June 30, 2020 and 2019 as a result of the net loss and anti-dilutive impact of the potentially dilutive securities. The basic and diluted net loss amounts are the same for the three months ended June 30, 2019 as a result of the net loss and anti-dilutive impact of the potentially dilutive securities. F or the three and six months ended June 30, 2019 earnings (loss) per share was calculated using the treasury stock method. Dilutive potential common shares include outstanding stock options, unvested restricted stock and Series A Preferred Stock. The Company uses the more dilutive method of calculating the diluted earnings per share by applying the more dilutive of either (a) the treasury stock method, if-converted method, or (b) the two-class method in its diluted EPS calculation. Potentially dilutive shares are determined by applying the treasury stock method to the assumed exercise of outstanding stock options and the assumed vesting of restricted stock. Potentially dilutive shares issuable upon conversion of the Series A Preferred Stock are calculated using the if-converted method. The following is a reconciliation of the numerator and denominator of the diluted net income (loss) per share computations for the periods presented below: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share data) 2020 2019 2020 2019 Numerator: Net income (loss) $ 783 $ (3,064 ) $ (967 ) $ (8,531 ) Less: preferred stock dividend (305 ) - (610 ) - Less: allocation to preferred stockholders (83 ) - - - Less: allocation to restricted stockholders (23 ) - - - Net income (loss) allocated to common stockholders $ 372 $ (3,064 ) $ (1,577 ) $ (8,531 ) Basic loss per share: Denominator: Weighted average common shares outstanding 24,741,331 24,555,435 24,669,838 24,544,879 Basic income (loss) per share $ 0.02 $ (0.12 ) $ (0.06 ) $ (0.35 ) Diluted loss per share: Denominator: Weighted average number of: Common shares outstanding 24,741,331 24,555,435 24,669,838 24,544,879 Dilutive potential common shares outstanding: Series A Preferred Stock - - - - Unvested restricted stock - - - - Stock options - - - - Dilutive shares outstanding 24,741,331 24,555,435 24,669,838 24,544,879 Diluted income (loss) per share $ 0.02 $ (0.12 ) $ (0.06 ) $ (0.35 ) The following table summarizes the potential weighted average shares of common stock that were excluded from the determination of our diluted shares outstanding as they were anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share data) 2020 2019 2020 2019 Series A Preferred Stock 5,577,955 - 5,513,379 - Unvested restricted stock 319,461 61,138 466,581 118,348 5,897,416 61,138 5,979,960 118,348 |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Jun. 30, 2020 | |
REVENUE RECOGNITION [Abstract] | |
REVENUE RECOGNITION | 3. REVENUE RECOGNITION Substantially all of our revenues are considered to be revenues from contracts with students. 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 record revenue for students who withdraw from our schools only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Unearned tuition represents contract liabilities primarily related to our tuition revenue. We have elected not to provide disclosure about transaction prices allocated to unsatisfied performance obligations if original contract durations are less than one-year, or if we have the right to consideration from a student in an amount that corresponds directly with the value provided to the student for performance obligations completed to date in accordance with ASC 606. We have assessed the costs incurred to obtain a contract with a student and determined them to be immaterial. Unearned tuition in the amount of $17.6 million and $23.4 million is recorded in the current liabilities section of the accompanying condensed consolidated balance sheets as of June 30, 2020 and December 31, 2019, respectively. The change in this contract liability balance during the six-month period ended June 30, 2020 is the result of payments received in advance of satisfying performance obligations, offset by revenue recognized during that period. Revenue recognized for the six-month period ended June 30, 2020 that was included in the contract liability balance at the beginning of the year was $22.2 million. The following table depicts the timing of revenue recognition: Three months ended June 30, 2020 Six months ended June 30, 2020 Transportation and Skilled Trades Segment Healthcare and Other Professions Segment Consolidated Transportation and Skilled Trades Segment Healthcare and Other Professions Segment Consolidated Timing of Revenue Recognition Services transferred at a point in time $ 2,038 $ 939 $ 2,977 $ 4,536 $ 2,013 $ 6,549 Services transferred over time 40,877 18,616 59,493 87,435 38,527 125,962 Total revenues $ 42,915 $ 19,555 $ 62,470 $ 91,971 $ 40,540 $ 132,511 Three months ended June 30, 2019 Six months ended June 30, 2019 Transportation and Skilled Trades Segment Healthcare and Other Professions Segment Consolidated Transportation and Skilled Trades Segment Healthcare and Other Professions Segment Consolidated Timing of Revenue Recognition Services transferred at a point in time $ 2,487 $ 1,159 $ 3,646 $ 4,568 $ 2,233 $ 6,801 Services transferred over time 41,541 18,382 59,923 83,786 36,246 120,032 Total revenues $ 44,028 $ 19,541 $ 63,569 $ 88,354 $ 38,479 $ 126,833 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2020 | |
LEASES [Abstract] | |
LEASES | 4. LEASES The Company determines if an arrangement is a lease at inception. The Company considers any contract where there is an identified asset and that it has the right to control the use of such asset in determining whether the contract contains a lease. An operating lease ROU asset represents the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are to be recognized at commencement date based on the present value of lease payments over the lease term. As all of the Company’s operating leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available on the adoption date in determining the present value of lease payments. We estimate the incremental borrowing rate based on a yield curve analysis, utilizing the interest rate derived from the fair value analysis of our credit facility and adjusting it for factors that appropriately reflect the profile of secured borrowing over the expected term of the lease. The operating lease ROU assets include any lease payments made prior to the rent commencement date and exclude lease incentives. Our leases have remaining lease terms of one year to 11 years. Lease terms may include options to extend the lease term used in determining the lease obligation when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments are recognized on a straight-line basis over the lease term for operating leases. Our operating lease cost for the three months ended June 30, 2020 and 2019, was $3.7 and $3.6 million, respectively. Our operating lease cost for the six months ended June 30, 2020 and 2019, was $7.4 and $7.3 million, respectively. Our variable lease cost for the three and six months ended June 30, 2020 was $0.5 million. During the three months ended June 30, 2020, the Company has withheld portions of and/or delayed payments to certain of its landlords as the Company sought to renegotiate payment terms, in order to further maintain liquidity given the temporary closures of its facilities. In some instances, the negotiations with landlords have already led to agreements with landlords for rent abatements or rental deferrals, while, in other cases, negotiations are ongoing. Total payments withheld or deferred as of June 30, 2020 were approximately $1.2 million and are included in current liabilities. In accordance with the FASB’s recent Staff Q&A regarding rent concessions related to the effects of the COVID-19 pandemic, the Company has elected to account for agreed concessions by landlords that do not result in a substantial increase in the rights of the landlord or the obligations of the Company, as lessee, as though enforceable rights and obligations for those concessions existed in the original lease agreements and the Company has elected not to re-measure the related lease liabilities and right-of-use assets. For qualifying rent abatement concessions, the Company has recorded negative lease expense for the amount of the concession during the period of relief, and for qualifying deferrals of rental payments, the Company has recognized a payable in lieu of recognizing a decrease in cash for the lease payment that would have been made based on the original terms of the lease agreement, which will be reduced when the deferred payment is made in the future. During the three months ended June 30, 2020, the Company recognized $0.5 million of negative lease expense related to rent abatement concessions. Supplemental cash flow information and non-cash activity related to our operating leases are as follows: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Operating cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 3,802 $ 3,821 $ 7,643 $ 7,603 Non-cash activity: Lease liabilities arising from obtaining right-of-use assets $ 8,469 $ 657 $ 8,518 $ 48,634 As of June 30, 2020 there were lease re-measurements of $8.7 million. Weighted-average remaining lease term and discount rate for our operating leases is as follows: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Weighted-average remaining lease term 6.39 years 5.63 years 6.39 years 5.63 years Weighted-average discount rate 11.94 % 14.43 % 11.94 % 14.43 % Maturities of lease liabilities by fiscal year for our operating leases as of June 30, 2020 are as follows: Year ending December 31, 2020 (excluding the six months ended June 30, 2020) $ 7,691 2021 14,045 2022 13,553 2023 11,926 2024 10,689 2025 9,116 Thereafter 17,196 Total lease payments 84,216 Less: imputed interest (24,846 ) Present value of lease liabilities $ 59,370 |
GOODWILL AND LONG-LIVED ASSETS
GOODWILL AND LONG-LIVED ASSETS | 6 Months Ended |
Jun. 30, 2020 | |
GOODWILL AND LONG-LIVED ASSETS [Abstract] | |
GOODWILL AND LONG-LIVED ASSETS | 5. 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 six months ended June 30, 2020 and 2019. The Company reviews goodwill for impairment when indicators of impairment exist. Annually, or more frequently if necessary, the Company evaluates goodwill for impairment, with any resulting impairment reflected as an operating expense. The Company has concluded that, as of June 30, 2020, there were no indicators of potential impairment and, accordingly, the Company did not test goodwill for impairment. The carrying amount of goodwill at June 30, 2020 and 2019 is as follows: Gross Goodwill Accumulated Impairment Losses Net Goodwill Balance Balance as of January 1, 2020 $ 117,176 $ (102,640 ) $ 14,536 Adjustments - - - Balance as of June 30, 2020 $ 117,176 $ (102,640 ) $ 14,536 Gross Goodwill Accumulated Losses Net Goodwill Balance Balance as of January 1, 2019 $ 117,176 $ (102,640 ) $ 14,536 Adjustments - - - Balance as of June 30, 2019 $ 117,176 $ (102,640 ) $ 14,536 As of June 30, 2020 and 2019, the goodwill balance is related to the Transportation and Skilled Trades segment. |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2020 | |
LONG-TERM DEBT [Abstract] | |
LONG-TERM DEBT | 6. LONG-TERM DEBT Long-term debt consists of the following: June 30, 2020 December 31, 2019 Credit agreement $ 18,833 $ 34,833 Deferred Financing Fees (712 ) (805 ) 18,121 34,028 Less current maturities (2,000 ) (2,000 ) $ 16,121 $ 32,028 Credit Facility with Sterling National Bank On November 14, 2019, the Company entered into a new senior secured credit agreement (the “Credit Agreement”) with its lender, Sterling National Bank (the “Lender”), pursuant to which the Company obtained a new credit facility in the aggregate principal amount of up to $60 million (the “Credit Facility”). The Credit Facility is comprised of four facilities: a $20 million senior secured term loan maturing on December 1, 2024 (the “Term Loan”), with monthly interest and principal payments based on 120-month amortization with the outstanding balance due on the maturity date; a $10 million senior secured delayed draw term loan maturing on December 1, 2024 (the “Delayed Draw Term Loan”), with monthly interest payments for the first 18 months and thereafter monthly payments of interest and principal based on 120-month amortization and all balances due on the maturity date; a $15 million senior secured committed revolving line of credit providing a sublimit of up to $10 million for standby letters of credit maturing on November 13, 2022 (the “Revolving Loan”), with monthly payments of interest only; and a $15 million senior secured non-restoring line of credit maturing on January 31, 2021 (the “Line of Credit Loan”). The Credit Agreement gives the Company the right to permanently terminate, in its entirety, the Revolving Loan or the Line of Credit Loan or permanently reduce the amount available for borrowing under the Revolving Loan or the Line of Credit Loan. In April 2020, the Company terminated the Line of Credit Loan. The Credit Facility is secured by a first priority lien in favor of the Lender on substantially all of the personal property owned by the Company, as well as a pledge of the stock and other equity in the Company’s subsidiaries and mortgages on parcels of real property owned by the Company in Colorado, Tennessee and Texas, at which three of the Company’s schools are located, as well as a former school property owned by the Company located in Connecticut. At the closing of the Credit Facility, the Lender advanced the Term Loan to the Company, the net proceeds of which was $19.7 million after deduction of the Lender’s origination fee in the amount of $0.3 million and other Lender fees and reimbursements to the Lender that are customary for facilities of this type. The Company used the net proceeds of the Term Loan, together with cash on hand, to repay the existing credit facility and transaction expenses. Pursuant to the terms of the Credit Agreement, letters of credit issued under the Revolving Loan reduce dollar for dollar the availability of borrowings under the Revolving Loan. Borrowings under the Line of Credit Loan are to be secured by cash collateral. Borrowing under the Delayed Draw Term Loan is available during the period commencing on the closing date of the Credit Facility and ending on May 31, 2021. Accrued interest on each loan under the Credit Facility will be payable monthly in arrears. The Term Loan and the Delayed Draw Term Loan will bear interest at a floating interest rate based on the then one month London Interbank Offered Rate (“LIBOR”) plus 3.50%. At the closing of the Credit Facility, the Company entered into a swap transaction with the Lender for 100% of the principal balance of the Term Loan, which matures on the same date as the Term Loan. pursuant to a swap agreement between the Company and the Lender. At the end of the borrowing availability period for the Delayed Draw Term Loan, the Company is required to enter into a swap transaction with the Lender for 100% of the principal balance of the Delayed Draw Term Loan, which will mature on the same date as the Delayed Draw Term Loan, pursuant to a swap agreement between the Company and the Lender or the Lender’s affiliate. The Term Loan and Delayed Draw Term Loan are subject to a LIBOR interest rate floor of .25% if there is no swap agreement. Revolving Loans bear interest at a floating interest rated based on the then LIBOR plus an indicative spread determined by the Company’s leverage as defined in the Credit Agreement or, if the borrowing of a Revolving Loan is to be repaid within 30 days of such borrowing, the Revolving Loan will accrue interest at the Lender’s prime rate plus .50% with a floor of 4.0%. Line of Credit Loans will bear interest at a floating interest rated based on the Lender’s prime rate of interest. Revolving Loans are subject to a LIBOR interest rate floor of .00%. Letters of credit will be charged an annual fee equal to (i) an applicable margin determined by the leverage ratio of the Company less (ii) .25%, paid quarterly in arrears, in addition to the Lender’s customary fees for issuance, amendment and other standard fees. Letters of credit totaling $4 million that were outstanding under the existing credit facility are treated as letters of credit under the Revolving Loan. Under the terms of the Credit Agreement, the Company may prepay the Term Loan and/or the Delayed Draw Term Loan in full or in part without penalty except for any amount required to compensate the Lender for any swap breakage or other costs incurred in connection with such prepayment. The Lender receives an unused facility fee of 0.50% per annum payable quarterly in arrears on the unused portions of the Revolving Loan and the Line of Credit Loan. In addition to the foregoing, the Credit Agreement contains customary representations, warranties and affirmative and negative covenants (including financial covenants that (i) restrict capital expenditures, (ii) restrict leverage, (iii) require maintaining minimum tangible net worth, (iv) require maintaining a minimum fixed charge coverage ratio and (v) require the maintenance of a minimum of $5 million in quarterly average aggregate balances on deposit with the Lender, which, if not maintained, will result in the assessment of a quarterly fee of $12,500), as well as events of default customary for facilities of this type. As of June 30, 2020, the Company was in compliance with all debt covenants. As of June 30, 2020 and December 31, 2019, the Company had $18.8 million and $34.8 million, respectively, outstanding under the Credit Facility; offset by $0.7 million and $0.8 million of deferred finance fees, respectively. In January 2020, the Company repaid the $15.0 million outstanding on the Line of Credit Loan. As of June 30, 2020 and December 31, 2019, letters of credit in the aggregate outstanding principal amount of $4.0 million and $4.0 million, respectively, were outstanding under the Credit Facility. Scheduled maturities of long-term debt at June 30, 2020 are as follows: Year ending December 31, 2020 $ 1,000 2021 2,000 2022 2,000 2023 2,000 2024 11,833 $ 18,833 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2020 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | 7. STOCKHOLDERS’ EQUITY Common Stock Holders of our common stock are entitled to receive dividends when and as declared by our Board of Directors and have the right to one vote per share on all matters requiring shareholder approval. The Company has not declared or paid any cash dividends on our common stock since the Company’s Board of Directors discontinued our quarterly cash dividend program in February 2015. The Company has no current intentions to resume the payment of cash dividends to holders of common stock in the foreseeable future. Preferred Stock On November 14, 2019, the Company raised gross proceeds of $12.7 million from the sale of 12,700 shares of its newly designated Series A 9.6% Convertible Preferred Stock, no par value per share (the “Series A Preferred Stock”). The Series A Preferred Stock was designated by the Company’s Board of Directors pursuant to a certificate of amendment to the Company’s amended and restated certificate of incorporation. The liquidation preference associated with the Series A Preferred Stock was $1,000 per share at December 31, 2019. The Company incurred issuance cost of $0.7 million as part of this transaction. The description below provides a summary of certain material terms of the Series A Preferred Stock pursuant to the Securities Purchase Agreement and set forth in the Certificate of Amendment (the “Charter Amendment”) affecting the Series A Preferred Stock: Securities Purchase Agreement. The Series A Preferred Stock was sold by the Company pursuant to a Securities Purchase Agreements dated as of November 14, 2019 (the “SPA”) among the Company, Juniper Targeted Opportunity Fund, L.P. and Juniper Targeted Opportunities, L.P. (together, “Juniper Purchasers”) and Talanta Investment, Inc. (“Talanta”, together with Juniper Purchasers, the “Investors”). Among other things, the SPA includes covenants relating to the appointment of a director to the Company’s Board of Directors to be selected solely by the holders of the Series A Preferred Stock. Dividends. Series A Preferred Stock Holders Right to Convert into Common Stock. Mandatory Conversion. Redemption. Change of Control. Voting. Additional Provisions. Registration Rights Agreement. Restricted Stock The Company currently has three stock incentive plans: a Long-Term Incentive Plan (the “LTIP”), a Non-Employee Directors Restricted Stock Plan (the “Non-Employee Directors Plan”) and the Lincoln Educational Services Corporation 2020 Incentive Compensation Plan (the “2020 Plan”). 2020 Plan On March 26, 2020, the Board adopted, subject to shareholder approval, the 2020 Plan to provide an incentive to certain directors, officers, employees and consultants of the Company and its Subsidiaries to increase their interest in the Company’s success by offering them an opportunity to obtain a proprietary interest in the Company through the grant of equity-based awards. On June 16, 2020, the shareholders of the Company approved the 2020 Plan. The 2020 Plan is administered by the Compensation Committee of the Board, or such other qualified committee appointed by the Board, who will, among other duties, have full power and authority to take all actions and to make all determinations required or provided for under the 2020 Plan. Pursuant to the 2020 Plan, the Company may grant options, share appreciation rights, restricted shares, restricted share units, incentive stock options and nonqualified stock options. The Plan has a duration of 10 years. Subject to adjustment as described in the 2020 Plan, the aggregate number of common shares (“Shares”) available for issuance under the 2020 Plan is Two Million (2,000,000) Shares. As of June 30, 2020, 111,376 restricted shares have been issued to the Non-Employee Directors which vest on the first anniversary of the grant date. LTIP Under the LTIP, certain employees have 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 amount of the award and the fair market value of a share of common stock on the date of grant. On February 20, 2020, performance-based restricted shares were granted to certain employees of the Company. The shares vest 20%, 30% and 50% on the first, second and third anniversary dates, respectively, based upon the attainment of a financial target during each fiscal year ending December 31, 2020, 2021 and 2022, respectively. There is no restriction on the right to vote or the right to receive dividends with respect to any of such restricted shares. As of June 30, 2020, the Company recorded expense of $0.2 million as the expectation of attainment of the target is expected. On February 28, 2019, restricted shares were granted to certain employees of the Company, which shares ratably vest over three years. There is no restriction on the right to vote or the right to receive dividends with respect to any of such restricted shares. Non-Employee Directors Plan 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 restriction on the right to vote or the right to receive dividends with respect to any of such restricted shares. For the six months ended June 30, 2020 and 2019, the Company completed a net share settlement for 58,451 and 5,518 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 employees during 2019 and/or 2018, creating taxable income for the employees. 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 $0.2 million and less than $0.1 million for each of the three and six months ended June 30, 2020 and 2019, 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, 2019 595,436 $ 3.15 Granted 1,302,638 2.65 Canceled - - Vested (278,987 ) 3.13 Nonvested restricted stock outstanding at June 30, 2020 1,619,087 2.75 The restricted stock expense for the three months ended June 30, 2020 and 2019 was $0.3 million and $0.2 million, respectively. The restricted stock expense for the six months ended June 30, 2020 and 2019 was $0.6 million and $0.2 million, respectively. The unrecognized restricted stock expense as of June 30, 2020 and December 31, 2019 was $4.0 million and $1.2 million, respectively. As of June 30, 2020, outstanding restricted shares under the LTIP had aggregate intrinsic value of $6.3 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, 2019 116,000 $ 10.56 1.83 years $ - Granted/Canceled/Vested - - - Outstanding at June 30, 2020 116,000 10.56 1.33 years - Vested as of June 30, 2020 116,000 10.56 1.33 years - Exercisable as of June 30, 2020 116,000 10.56 1.33 years - As of June 30, 2020, there was no unrecognized pre-tax compensation expense. The following table presents a summary of stock options outstanding: At June 30, 2020 Stock Options Outstanding Stock Options Exercisable Exercise Prices Shares Contractual Weighted Average Life (years) Weighted Average Price Shares Weighted Average Exercise Price $ 7.79 91,000 1.67 $ 7.79 91,000 $ 7.79 $ 20.62 25,000 0.10 20.62 25,999 20.62 116,000 1.33 10.56 116,999 10.56 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2020 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | 8. INCOME TAXES The provision for income taxes for the three months ended June 30, 2020 and 2019 was less than $0.1 million, or 6.0% of pretax income, and $0.1 million, or 4.9% of pretax loss, respectively. The provision for income taxes for the six months ended June 30, 2020 and 2019 was $0.1 million, or 11.5% of pretax loss, and $0.2 million, or 2.3% of pretax loss, respectively. The Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to recover the existing deferred tax assets. In this regard, a significant 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 June 30, 2020. See Note 12 – COVID-19 Pandemic and Cares Act to the Unaudited Condensed Consolidated Financial Statements |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2020 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES In the ordinary conduct of its business, the Company is subject to certain lawsuits, investigations and claims, including, but not limited to, claims involving students or graduates and routine employment matters. Although the Company cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against it, the Company does not believe that any 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. Information regarding certain specific legal proceedings in which the Company is involved is contained in Part I, Item 3, and in Note 15 to the Notes to the Condensed Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Unless otherwise indicated in this report, all proceedings discussed in the earlier report which are not indicated therein as having been concluded, remain outstanding as of June 30, 2020. |
SEGMENTS
SEGMENTS | 6 Months Ended |
Jun. 30, 2020 | |
SEGMENTS [Abstract] | |
SEGMENTS | 10. SEGMENTS We operate our business in three reportable segments: (a) the Transportation and Skilled Trades segment; (b) the Healthcare and Other Professions segment; and (c) the Transitional segment. Our reportable segments have been determined based on a method by which we now evaluate performance and allocate resources. Each reportable segment represents 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. Our operating segments are described below. Transportation and Skilled Trades – Healthcare and Other Professions – Transitional – The Company continually evaluates each campus for profitability, earning potential, and customer satisfaction. This evaluation takes several factors into consideration, including the campus’s geographic location and program offerings, 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 our shareholders with the maximum return on their investment. Campuses classified in the Transitional segment have been subject to this process and have been strategically identified for closure. As of June 30, 2020 and 2019 and December 31, 2019, no campuses have been categorized in the Transitional segment. 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 June 30, Revenue Operating Income (Loss) 2020 % of Total 2019 % of Total 2020 2019 Transportation and Skilled Trades $ 42,915 68.7 % $ 44,028 69.3 % $ 4,870 $ 2,484 Healthcare and Other Professions 19,555 31.3 % 19,541 30.7 % 2,731 1,839 Corporate - - (6,441 ) (6,416 ) Total $ 62,470 100.0 % $ 63,569 100.0 % $ 1,160 $ (2,093 ) For the Six Months Ended June 30, Revenue Operating Income (Loss) 2020 % of Total 2019 % of Total 2020 2019 Transportation and Skilled Trades $ 91,971 69.4 % $ 88,354 69.7 % $ 9,708 $ 4,300 Healthcare and Other Professions 40,540 30.6 % 38,479 30.3 % 4,733 2,811 Corporate - - (14,626 ) (14,069 ) Total $ 132,511 100.0 % $ 126,833 100.0 % $ (185 ) $ (6,958 ) Total Assets June 30, 2020 December 31, 2019 Transportation and Skilled Trades $ 135,140 $ 121,611 Healthcare and Other Professions 29,184 27,945 Corporate 30,577 45,207 Total $ 194,901 $ 194,763 |
FAIR VALUE
FAIR VALUE | 6 Months Ended |
Jun. 30, 2020 | |
FAIR VALUE [Abstract] | |
FAIR VALUE | 11. 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: June 30, 2020 Carrying Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Amount (Level 1) (Level 2) (Level 3) Total Financial Assets: Cash and cash equivalents $ 23,342 $ 23,342 $ - $ - $ 23,342 Restricted cash 2,626 2,626 - - 2,626 Prepaid expenses and other current assets 3,748 - 3,748 - 3,748 Financial Liabilities: Accrued expenses $ 12,163 $ - $ 12,163 $ - $ 12,163 Other short term liabilities 93 - 93 - 93 Derivative qualifying cash flow hedge 1,017 - 1,017 - 1,017 Credit facility 18,121 - 14,943 - 14,943 December 31, 2019 Carrying Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Amount (Level 1) (Level 2) (Level 3) Total Financial Assets: Cash and cash equivalents $ 23,644 $ 23,644 $ - $ - $ 23,644 Restricted cash 15,000 15,000 - - 15,000 Prepaid expenses and other current assets 4,190 - 4,190 - 4,190 Financial Liabilities: Accrued expenses $ 7,869 $ - $ 7,869 $ - $ 7,869 Other short term liabilities 199 - 199 - 199 Derivative qualifying cash flow hedge 174 - 174 - 174 Credit facility 34,028 - 34,028 - 34,028 As of June 30, 2020, we estimated the fair value of the Credit Facility based on a present value analysis utilizing aggregate market yields obtained from independent pricing sources for similar financial instruments. As of December 31, 2019, we estimated that the carrying value of the Credit Facility approximates the fair value due to the fact that the Credit Facility was entered into in close proximity. 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. Qualifying Hedge Derivative On November 14, 2019, the Company entered into an interest rate swap for the Term Loan with a notional amount of $20M which expires on December 1, 2024. The loan has a 10-year straight line amortization. A principal amount of $0.2 million is paid monthly. This interest rate swap converts the floating interest rate Term Loan to a fixed rate, plus a borrowing spread. The interest rate is variable based on LIBOR plus 3.50% and the Company’s fixed rate is 5.36%. The Company designated this interest rate swap as a cash flow hedge. The Company entered into this interest rate swap to hedge exposure resulting from the interest rate risk. The purpose of this hedge is to reduce the variability of the interest rate based on LIBOR. The Company manages these exposures within specified guidelines through the use of derivatives. All of our derivative instruments are utilized for risk management purposes, and the Company does not use derivatives for speculative trading purposes. The following summarizes the fair value of the outstanding derivative: June 30, 2020 December 31, 2019 Liability (1) Liability (1) Notional Fair Value Notional Fair Value Derivative derived as a heding instrument: Interest Rate Swap $ 18.8 $ 1.0 $ 19.8 $ 0.1 (1) The Company’s derivative liability is measured at fair value using observable market inputs such as interest rates and our own credit risk as well as an evaluation of our counterparty’s credit risk. Based on these inputs the derivative liability is classified within Level 2 of the valuation hierarchy. The liability is included in other long-term liabilities in the condensed consolidated balance sheets. The following summarizes the financial statement classification and amount of interest expense recognized on hedging instruments: Three Months Ended Six Months Ended June 30, 2020 Interest expense Interest Rate Swap $ 0.1 $ 0.1 The following summarizes the effect of derivative instruments designated as hedging instruments in Other Comprehensive Income/(Loss): June 30, 2020 Three Months Ended Six Months Ended Derivative qualifying as cash flow hedge Interest rate swap loss $ 0.1 $ 0.8 |
COVID-19 PANDEMIC AND CARES ACT
COVID-19 PANDEMIC AND CARES ACT | 6 Months Ended |
Jun. 30, 2020 | |
COVID-19 PANDEMIC AND CARES ACT [Abstract] | |
COVID-19 PANDEMIC AND CARES ACT | 12. COVID-19 PANDEMIC AND CARES ACT The Company began seeing the impact of the global COVID-19 pandemic on its business in early March and such effects of the pandemic have continued. The spread of COVID-19 has had an unprecedented impact on higher educational institutions across the country, including our schools, and has led to the closure of campuses and the transition of academic programs from on-ground to online delivery. The impact for the Company was primarily related to transitioning classes from in-person, hands-on learning to online, remote learning. As part of this transition, the Company has incurred additional expenses. In addition, some students have been placed on leave of absence as they could not complete their externships and some students chose not to participate in online learning. Additionally, certain programs were extended due to restricted access to externship sites and classroom labs. In accordance with phased re-opening as applied on a state-by-state basis, all of our schools have now re-opened and we expect the majority of the students who have been on leave of absence or have deferred their programs to finish their programs. The Company expects to continue to be impacted by COVID-19 as the situation remains dynamic and evolving and subject to rapid and possibly material change. Additional impacts may arise of which the Company is not currently aware. The nature and extent of such impacts will depend on future developments, which are highly uncertain and cannot be predicted. On March 27, 2020, the CARES Act was signed into law, which includes a $2 trillion federal economic relief package providing financial assistance and other relief to individuals and business impacted by the spread of COVID-19. The CARES Act includes provisions for financial assistance and other regulatory relief benefitting students and their postsecondary institutions. Among other things, the CARES Act includes a $14 billion higher education emergency relief fund (“HEERF”) for the DOE to distribute directly to institutions of higher education. Institutions are required to use at least half of the HEERF funds for emergency grants to students for expenses related to disruptions in campus operations (e.g., food, housing, etc.). Institutions are permitted to use the remainder of the funds for additional emergency grants to students or to cover institutional costs associated with significant changes to the delivery of instruction due to the COVID-19 emergency, provided that those costs do not include payment to contractors for the provision of pre-enrollment recruitment activities, endowments, or capital outlays associated with facilities related to athletics, sectarian instruction, or religious worship. The law requires institutions receiving funds to continue to the greatest extent practicable to pay its employees and contractors during the period of any disruptions or closures related to the COVID-19 emergency. The DOE has allocated funds to each institution of higher education based on a formula contained in the CARES Act. The formula is heavily weighted toward institutions with large numbers of Pell Grant recipients. The DOE allocated $27.4 million to our schools to be distributed in two equal installments. The Company received $13.7 million in the first installment which was intended for emergency grants to students. The Company has distributed $11.1 million to the students and expects to distribute the remainder over the next few months. The $2.6 million remaining to be distributed is included in restricted cash on the Company’s Condensed Consolidated Balance Sheets. As of June 30, 2020, the Company had received $13.2 million of the $13.7 million from the second installment which is intended for institutional costs and additional emergency grants to students with the remaining $0.5 million received in August 2020. The Company has reimbursed itself for $1.3 million of permitted expenses as of June 30, 2020 which was netted against the original expenses included in selling, general and administrative on the Condensed Consolidated Statement of Operations. The DOE also has published guidance regarding permitted and prohibited use of these funds and requirements for reporting the use of these funds. If the funds are not spent or accounted for in accordance with applicable requirements, we could be required to return funds or be subject to other sanctions. The CARES Act also contains separate educational provisions that relieve both institutions and students from complying with the requirement to repay Title IV funds following a student’s withdrawal as a result of the COVID-19 emergency. Ordinarily, when a student withdraws, the institution (and, in some cases, the student) may be required to return unearned portions of the Title IV grant and loan funds awarded for the period. Institutions will be required to report to the DOE the total amount of grant and loan funds the institution has not returned due to the waiver. For federal loan borrowers, the CARES Act also directs the DOE to cancel the borrower’s obligation to repay any Direct Loan associated with the relevant period. The law also expands the options to avoid student withdrawals due to a cessation of attendance by placing students on an approved leave of absence and waives certain requirements normally applicable to a leave of absence. The CARES Act also allows institutions to exclude from the calculation of a student’s satisfactory academic progress any attempted credits not completed due to the COVID-19 emergency. The Company is also permitted to delay payment of FICA payroll taxes until January 1, 2021. The Company will have to repay 50 percent of the deferred payments by December 31, 2021, and the remaining 50 percent by December 31, 2022. As of June 30, 2020, the Company had deferred payments of $1.5 million. |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION [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 22 schools in 14 states, The Company’s business is organized into three reportable business segments: (a) Transportation and Skilled Trades, (b) Healthcare and Other Professions (“HOPS”), and (c) Transitional, which refers to our campus operations which have been closed. |
COVID-19 Pandemic | COVID-19 Pandemic — During the first quarter of 2020, the coronavirus disease (“COVID-19”) began to spread worldwide and has caused significant disruptions to the U.S. and world economies. In early March 2020, the Company began seeing the impact of the COVID-19 pandemic on our business. The impact was primarily related to transitioning classes from in-person, hands-on learning to online, remote learning. As part of this transition, the Company has incurred additional expenses. In addition, some students have been placed on leave of absence as they could not complete their externships and some students chose not to participate in online learning. Additionally, certain programs were extended due to restricted access to externship sites and classroom labs. Due to phased re-opening on a state-by-state basis, our schools have been reopening since May 2020 and, currently, all of our schools have re-opened and we expect the majority of the students who were placed on leave or otherwise deferred their programs to finish their programs now. As COVID-19 continues to affect many states and its course is unpredictable, the full impact on the Company’s consolidated financial statements remains uncertain. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The Company has and will continue to evaluate the impact of the CARES Act on the results of operations and cash flows. See Note 12 – COVID-19 Pandemic and Cares Act |
Liquidity | Liquidity — As of December 31, 2019, the Company had a net cash balance of $4.6 million. The Company believes that its likely sources of cash should be sufficient to fund operations for the next twelve months and thereafter for the foreseeable future. if circumstances surrounding COVID-19 should evolve in a significantly adverse manner it is possible our liquidity could be materially and adversely affected. |
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 – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. On an ongoing basis, the Company evaluates the estimates and assumptions, including those used to determine the incremental borrowing rate to calculate lease liabilities and right-of-use assets, lease term to calculate lease cost, revenue recognition, bad debts, impairments, useful lives of fixed assets, income taxes, benefit plans and certain accruals. Actual results could differ from those estimates. |
New Accounting Pronouncements | New Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2020-03, “ Codification Improvements to Financial Instruments ” (“ASU 2020-03”). ASU 2020-03 improves and clarifies various financial instruments topics. ASU 2020-03 includes seven different issues that describe the areas of improvement and the related amendments to GAAP. The Company adopted ASU 2020-03 upon issuance, which did not have a material effect on the Company’s condensed consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, “ Simplifying the Accounting for Income Taxes” “Income Taxes” In August 2018, the FASB issued ASU 2018-14, “ Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” and subsequently issued additional guidance that modified ASU 2016-13. ASU 2016-13 and the subsequent “Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842)” Additionally, in February and March 2020, the FASB issued ASU 2020-02, “ Financial Instruments—Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) ” ASU 2020-02 adds a SEC paragraph pursuant to the issuance of SEC Staff Accounting Bulletin No. 119 on loan losses to FASB Codification Topic 326 and also updates the SEC section of the Codification for the change in the effective date of Topic 842. |
Income Taxes | Income Taxes – The Company Income Taxes In accordance with ASC 740, the Company assesses our deferred tax asset to determine whether all or any portion of the asset is more likely than not unrealizable. A valuation allowance is required to be established or maintained when, based on currently available information, it is more likely than not that all or a portion of a deferred tax asset will not be realized. In accordance with ASC 740, our assessment considers whether there has been sufficient income in recent years and whether sufficient income is expected in future years in order to utilize the deferred tax asset. In evaluating the realizability of deferred income tax assets, the Company 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 our 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 our income tax provision to vary significantly among financial reporting periods. During the three and six months ended June 30, 2020 and 2019, the Company did not recognize any interest and penalties expense associated with uncertain tax positions. See Note 12 – COVID-19 Pandemic and Cares Act |
Derivative Instruments | Derivative Instruments — All qualifying hedging activities are documented at the inception of the hedge and must meet the definition of highly effective in offsetting changes to future cash. The Company utilizes the change in variable cash flows method to evaluate hedge effectiveness quarterly. We record the fair value of the qualifying hedges in other long-term liabilities (for derivative liabilities) and other assets (for derivative assets). All unrealized gains and losses on derivatives that are designated and qualify for hedge accounting are reported in other comprehensive income (loss) and recognized when the underlying hedged transaction affects earnings. Changes in the fair value of these derivatives are recognized in other comprehensive income (loss). The Company classifies the cash flows from a cash flow hedge within the same category as the cash flows from the items being hedged. The Company adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
EARNINGS PER SHARE [Abstract] | |
Reconciliation of Numerator and Denominator of Diluted Net Loss Per Share Computations | The following is a reconciliation of the numerator and denominator of the diluted net income (loss) per share computations for the periods presented below: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share data) 2020 2019 2020 2019 Numerator: Net income (loss) $ 783 $ (3,064 ) $ (967 ) $ (8,531 ) Less: preferred stock dividend (305 ) - (610 ) - Less: allocation to preferred stockholders (83 ) - - - Less: allocation to restricted stockholders (23 ) - - - Net income (loss) allocated to common stockholders $ 372 $ (3,064 ) $ (1,577 ) $ (8,531 ) Basic loss per share: Denominator: Weighted average common shares outstanding 24,741,331 24,555,435 24,669,838 24,544,879 Basic income (loss) per share $ 0.02 $ (0.12 ) $ (0.06 ) $ (0.35 ) Diluted loss per share: Denominator: Weighted average number of: Common shares outstanding 24,741,331 24,555,435 24,669,838 24,544,879 Dilutive potential common shares outstanding: Series A Preferred Stock - - - - Unvested restricted stock - - - - Stock options - - - - Dilutive shares outstanding 24,741,331 24,555,435 24,669,838 24,544,879 Diluted income (loss) per share $ 0.02 $ (0.12 ) $ (0.06 ) $ (0.35 ) |
Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table summarizes the potential weighted average shares of common stock that were excluded from the determination of our diluted shares outstanding as they were anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share data) 2020 2019 2020 2019 Series A Preferred Stock 5,577,955 - 5,513,379 - Unvested restricted stock 319,461 61,138 466,581 118,348 5,897,416 61,138 5,979,960 118,348 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
REVENUE RECOGNITION [Abstract] | |
Depicts Timing of Revenue Recognition | The following table depicts the timing of revenue recognition: Three months ended June 30, 2020 Six months ended June 30, 2020 Transportation and Skilled Trades Segment Healthcare and Other Professions Segment Consolidated Transportation and Skilled Trades Segment Healthcare and Other Professions Segment Consolidated Timing of Revenue Recognition Services transferred at a point in time $ 2,038 $ 939 $ 2,977 $ 4,536 $ 2,013 $ 6,549 Services transferred over time 40,877 18,616 59,493 87,435 38,527 125,962 Total revenues $ 42,915 $ 19,555 $ 62,470 $ 91,971 $ 40,540 $ 132,511 Three months ended June 30, 2019 Six months ended June 30, 2019 Transportation and Skilled Trades Segment Healthcare and Other Professions Segment Consolidated Transportation and Skilled Trades Segment Healthcare and Other Professions Segment Consolidated Timing of Revenue Recognition Services transferred at a point in time $ 2,487 $ 1,159 $ 3,646 $ 4,568 $ 2,233 $ 6,801 Services transferred over time 41,541 18,382 59,923 83,786 36,246 120,032 Total revenues $ 44,028 $ 19,541 $ 63,569 $ 88,354 $ 38,479 $ 126,833 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
LEASES [Abstract] | |
Supplemental Cash Flow Information and Non-cash Activity Related to Operating Leases | Supplemental cash flow information and non-cash activity related to our operating leases are as follows: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Operating cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 3,802 $ 3,821 $ 7,643 $ 7,603 Non-cash activity: Lease liabilities arising from obtaining right-of-use assets $ 8,469 $ 657 $ 8,518 $ 48,634 |
Weighted Average Remaining Lease Term and Discount Rate | Weighted-average remaining lease term and discount rate for our operating leases is as follows: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Weighted-average remaining lease term 6.39 years 5.63 years 6.39 years 5.63 years Weighted-average discount rate 11.94 % 14.43 % 11.94 % 14.43 % |
Maturities of Lease Liabilities | Maturities of lease liabilities by fiscal year for our operating leases as of June 30, 2020 are as follows: Year ending December 31, 2020 (excluding the six months ended June 30, 2020) $ 7,691 2021 14,045 2022 13,553 2023 11,926 2024 10,689 2025 9,116 Thereafter 17,196 Total lease payments 84,216 Less: imputed interest (24,846 ) Present value of lease liabilities $ 59,370 |
GOODWILL AND LONG-LIVED ASSETS
GOODWILL AND LONG-LIVED ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
GOODWILL AND LONG-LIVED ASSETS [Abstract] | |
Changes in Carrying Amount of Goodwill | The carrying amount of goodwill at June 30, 2020 and 2019 is as follows: Gross Goodwill Accumulated Impairment Losses Net Goodwill Balance Balance as of January 1, 2020 $ 117,176 $ (102,640 ) $ 14,536 Adjustments - - - Balance as of June 30, 2020 $ 117,176 $ (102,640 ) $ 14,536 Gross Goodwill Accumulated Losses Net Goodwill Balance Balance as of January 1, 2019 $ 117,176 $ (102,640 ) $ 14,536 Adjustments - - - Balance as of June 30, 2019 $ 117,176 $ (102,640 ) $ 14,536 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
LONG-TERM DEBT [Abstract] | |
Long-term Debt | Long-term debt consists of the following: June 30, 2020 December 31, 2019 Credit agreement $ 18,833 $ 34,833 Deferred Financing Fees (712 ) (805 ) 18,121 34,028 Less current maturities (2,000 ) (2,000 ) $ 16,121 $ 32,028 |
Maturities of Long-term Debt | Scheduled maturities of long-term debt at June 30, 2020 are as follows: Year ending December 31, 2020 $ 1,000 2021 2,000 2022 2,000 2023 2,000 2024 11,833 $ 18,833 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
STOCKHOLDERS' EQUITY [Abstract] | |
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, 2019 595,436 $ 3.15 Granted 1,302,638 2.65 Canceled - - Vested (278,987 ) 3.13 Nonvested restricted stock outstanding at June 30, 2020 1,619,087 2.75 |
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, 2019 116,000 $ 10.56 1.83 years $ - Granted/Canceled/Vested - - - Outstanding at June 30, 2020 116,000 10.56 1.33 years - Vested as of June 30, 2020 116,000 10.56 1.33 years - Exercisable as of June 30, 2020 116,000 10.56 1.33 years - |
Options Outstanding | The following table presents a summary of stock options outstanding: At June 30, 2020 Stock Options Outstanding Stock Options Exercisable Exercise Prices Shares Contractual Weighted Average Life (years) Weighted Average Price Shares Weighted Average Exercise Price $ 7.79 91,000 1.67 $ 7.79 91,000 $ 7.79 $ 20.62 25,000 0.10 20.62 25,999 20.62 116,000 1.33 10.56 116,999 10.56 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
SEGMENTS [Abstract] | |
Financial Information by Reporting Segment | Summary financial information by reporting segment is as follows: For the Three Months Ended June 30, Revenue Operating Income (Loss) 2020 % of Total 2019 % of Total 2020 2019 Transportation and Skilled Trades $ 42,915 68.7 % $ 44,028 69.3 % $ 4,870 $ 2,484 Healthcare and Other Professions 19,555 31.3 % 19,541 30.7 % 2,731 1,839 Corporate - - (6,441 ) (6,416 ) Total $ 62,470 100.0 % $ 63,569 100.0 % $ 1,160 $ (2,093 ) For the Six Months Ended June 30, Revenue Operating Income (Loss) 2020 % of Total 2019 % of Total 2020 2019 Transportation and Skilled Trades $ 91,971 69.4 % $ 88,354 69.7 % $ 9,708 $ 4,300 Healthcare and Other Professions 40,540 30.6 % 38,479 30.3 % 4,733 2,811 Corporate - - (14,626 ) (14,069 ) Total $ 132,511 100.0 % $ 126,833 100.0 % $ (185 ) $ (6,958 ) Total Assets June 30, 2020 December 31, 2019 Transportation and Skilled Trades $ 135,140 $ 121,611 Healthcare and Other Professions 29,184 27,945 Corporate 30,577 45,207 Total $ 194,901 $ 194,763 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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: June 30, 2020 Carrying Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Amount (Level 1) (Level 2) (Level 3) Total Financial Assets: Cash and cash equivalents $ 23,342 $ 23,342 $ - $ - $ 23,342 Restricted cash 2,626 2,626 - - 2,626 Prepaid expenses and other current assets 3,748 - 3,748 - 3,748 Financial Liabilities: Accrued expenses $ 12,163 $ - $ 12,163 $ - $ 12,163 Other short term liabilities 93 - 93 - 93 Derivative qualifying cash flow hedge 1,017 - 1,017 - 1,017 Credit facility 18,121 - 14,943 - 14,943 December 31, 2019 Carrying Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Amount (Level 1) (Level 2) (Level 3) Total Financial Assets: Cash and cash equivalents $ 23,644 $ 23,644 $ - $ - $ 23,644 Restricted cash 15,000 15,000 - - 15,000 Prepaid expenses and other current assets 4,190 - 4,190 - 4,190 Financial Liabilities: Accrued expenses $ 7,869 $ - $ 7,869 $ - $ 7,869 Other short term liabilities 199 - 199 - 199 Derivative qualifying cash flow hedge 174 - 174 - 174 Credit facility 34,028 - 34,028 - 34,028 |
Fair Value of the Outstanding Derivative | The following summarizes the fair value of the outstanding derivative: June 30, 2020 December 31, 2019 Liability (1) Liability (1) Notional Fair Value Notional Fair Value Derivative derived as a heding instrument: Interest Rate Swap $ 18.8 $ 1.0 $ 19.8 $ 0.1 (1) The Company’s derivative liability is measured at fair value using observable market inputs such as interest rates and our own credit risk as well as an evaluation of our counterparty’s credit risk. Based on these inputs the derivative liability is classified within Level 2 of the valuation hierarchy. The liability is included in other long-term liabilities in the condensed consolidated balance sheets. |
Financial Statement Classification and Amount of Interest Expense Recognized on Hedging Instruments | The following summarizes the financial statement classification and amount of interest expense recognized on hedging instruments: Three Months Ended Six Months Ended June 30, 2020 Interest expense Interest Rate Swap $ 0.1 $ 0.1 |
Derivative Instruments Designated as Hedging Instruments in Other Comprehensive Income/(Loss) | The following summarizes the effect of derivative instruments designated as hedging instruments in Other Comprehensive Income/(Loss): June 30, 2020 Three Months Ended Six Months Ended Derivative qualifying as cash flow hedge Interest rate swap loss $ 0.1 $ 0.8 |
DESCRIPTION OF BUSINESS AND B_3
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020USD ($)State | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)SchoolStateCampusSegment | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Business Activities [Abstract] | ||||||
Number of schools | School | 22 | |||||
Number of states in which schools operate across the United States | State | 14 | 14 | ||||
Number of campuses treated as destination schools | Campus | 5 | |||||
Number of reportable segments | Segment | 3 | |||||
Liquidity [Abstract] | ||||||
Cash balance | $ 7,800 | $ 7,800 | $ 4,600 | |||
Cash received under the Cares Act | 14,500 | 14,500 | ||||
Debt balance (excluding cash received from Cares Act) | 6,600 | 6,600 | ||||
Cash, cash equivalents and restricted cash | 25,968 | $ 10,986 | 25,968 | $ 10,986 | $ 38,644 | $ 45,946 |
Additional borrowing capacity | 21,000 | 21,000 | ||||
Income Taxes [Abstract] | ||||||
Interest and penalties expense | $ 0 | $ 0 | $ 0 | $ 0 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Numerator [Abstract] | ||||||
Net income (loss) | $ 783 | $ (1,750) | $ (3,064) | $ (5,467) | $ (967) | $ (8,531) |
Less: preferred stock dividend | (305) | 0 | (610) | 0 | ||
Less: allocation to preferred stockholders | (83) | 0 | 0 | 0 | ||
Less: allocation to restricted stockholders | (23) | 0 | 0 | 0 | ||
Net income (loss) allocated to common stockholders | $ 372 | $ (3,064) | $ (1,577) | $ (8,531) | ||
Denominator [Abstract] | ||||||
Weighted average common shares outstanding (in shares) | 24,741,331 | 24,555,435 | 24,669,838 | 24,544,879 | ||
Basic income (loss) per share (in dollars per share) | $ 0.02 | $ (0.12) | $ (0.06) | $ (0.35) | ||
Denominator [Abstract] | ||||||
Weighted average common shares outstanding (in shares) | 24,741,331 | 24,555,435 | 24,669,838 | 24,544,879 | ||
Diluted shares outstanding (in shares) | 24,741,331 | 24,555,435 | 24,669,838 | 24,544,879 | ||
Diluted income (loss) per share (in dollars per share) | $ 0.02 | $ (0.12) | $ (0.06) | $ (0.35) | ||
Antidilutive Shares [Abstract] | ||||||
Antidilutive shares excluded from computation of loss per share (in shares) | 5,897,416 | 61,138 | 5,979,960 | 118,348 | ||
Unvested Restricted Stock [Member] | ||||||
Denominator [Abstract] | ||||||
Dilutive potential common shares outstanding (in shares) | 0 | 0 | 0 | 0 | ||
Antidilutive Shares [Abstract] | ||||||
Antidilutive shares excluded from computation of loss per share (in shares) | 319,461 | 61,138 | 466,581 | 118,348 | ||
Stock Options [Member] | ||||||
Denominator [Abstract] | ||||||
Dilutive potential common shares outstanding (in shares) | 0 | 0 | 0 | 0 | ||
Series A Preferred Stock [Member] | ||||||
Denominator [Abstract] | ||||||
Dilutive potential common shares outstanding (in shares) | 0 | 0 | 0 | 0 | ||
Antidilutive Shares [Abstract] | ||||||
Antidilutive shares excluded from computation of loss per share (in shares) | 5,577,955 | 0 | 5,513,379 | 0 |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
REVENUE RECOGNITION [Abstract] | |||||
Unearned tuition | $ 17,573 | $ 17,573 | $ 23,411 | ||
Revenue recognized included in contract liability | 22,200 | ||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | 62,470 | $ 63,569 | 132,511 | $ 126,833 | |
Services Transferred at a Point in Time [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | 2,977 | 3,646 | 6,549 | 6,801 | |
Services Transferred over Time [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | 59,493 | 59,923 | 125,962 | 120,032 | |
Transportation and Skilled Trades Segment [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | 42,915 | 44,028 | 91,971 | 88,354 | |
Transportation and Skilled Trades Segment [Member] | Services Transferred at a Point in Time [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | 2,038 | 2,487 | 4,536 | 4,568 | |
Transportation and Skilled Trades Segment [Member] | Services Transferred over Time [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | 40,877 | 41,541 | 87,435 | 83,786 | |
Healthcare and Other Professions Segment [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | 19,555 | 19,541 | 40,540 | 38,479 | |
Healthcare and Other Professions Segment [Member] | Services Transferred at a Point in Time [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | 939 | 1,159 | 2,013 | 2,233 | |
Healthcare and Other Professions Segment [Member] | Services Transferred over Time [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | $ 18,616 | $ 18,382 | $ 38,527 | $ 36,246 |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Operating Leases [Abstract] | ||||
Operating lease cost | $ 3,700 | $ 3,600 | $ 7,400 | $ 7,300 |
Variable lease cost | 500 | 500 | ||
Rental payments deferred | 1,200 | 1,200 | ||
Recognition of negative lease expense | 500 | |||
Operating cash flow information [Abstract] | ||||
Cash paid for amounts included in the measurement of operating lease liabilities | 3,802 | 3,821 | 7,643 | 7,603 |
Non-cash activity [Abstract] | ||||
Lease liabilities arising from obtaining right-of-use assets | 8,469 | $ 657 | 8,518 | $ 48,634 |
Lease re-measurements | $ 8,700 | $ 8,700 | ||
Weighted Average Remaining Lease Term and Discount Rate [Abstract] | ||||
Weighted-average remaining lease term | 6 years 4 months 20 days | 5 years 7 months 17 days | 6 years 4 months 20 days | 5 years 7 months 17 days |
Weighted-average discount rate | 11.94% | 14.43% | 11.94% | 14.43% |
Maturities of Lease Liabilities [Abstract] | ||||
2020 (excluding the six months ended June 30, 2020) | $ 7,691 | $ 7,691 | ||
2021 | 14,045 | 14,045 | ||
2022 | 13,553 | 13,553 | ||
2023 | 11,926 | 11,926 | ||
2024 | 10,689 | 10,689 | ||
2025 | 9,116 | 9,116 | ||
Thereafter | 17,196 | 17,196 | ||
Total lease payments | 84,216 | 84,216 | ||
Less: imputed interest | (24,846) | (24,846) | ||
Present value of lease liabilities | $ 59,370 | $ 59,370 | ||
Minimum [Member] | ||||
Operating Leases [Abstract] | ||||
Remaining lease term | 1 year | 1 year | ||
Maximum [Member] | ||||
Operating Leases [Abstract] | ||||
Remaining lease term | 11 years | 11 years |
GOODWILL AND LONG-LIVED ASSET_2
GOODWILL AND LONG-LIVED ASSETS (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
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 | (102,640) | (102,640) | (102,640) | (102,640) |
Net Goodwill Balance | 14,536 | 14,536 | $ 14,536 | $ 14,536 |
Adjustments | $ 0 | $ 0 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) $ in Thousands | Nov. 14, 2019USD ($)Facility | Jan. 31, 2020USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) |
Long-term debt [Abstract] | ||||
Deferred financing fees | $ (712) | $ (805) | ||
Long term debt | 18,121 | 34,028 | ||
Less current maturities | (2,000) | (2,000) | ||
Long-term debt, excluding current maturities | 16,121 | 32,028 | ||
Lender's origination fee | 712 | 805 | ||
Letters of credit outstanding | 4,000 | 4,000 | ||
Line of credit facility, repayment | $ 15,000 | |||
Scheduled maturities of long-term debt [Abstract] | ||||
2020 | 1,000 | |||
2021 | 2,000 | |||
2022 | 2,000 | |||
2023 | 2,000 | |||
2024 | 11,833 | |||
Long term debt | 18,833 | |||
Credit Agreement [Member] | ||||
Long-term debt [Abstract] | ||||
Credit agreement | 18,833 | $ 34,833 | ||
Minimum quarterly average aggregate balances to be maintained | 5,000 | |||
Bank fees if minimum quarterly average aggregate balances is not maintained | $ 12,500 | |||
Credit Facility [Member] | ||||
Long-term debt [Abstract] | ||||
Line of credit facility, maximum borrowing capacity | $ 60,000 | |||
Number of facilities available in 2019 credit agreement | Facility | 4 | |||
Credit Facility [Member] | Letter of Credit [Member] | ||||
Long-term debt [Abstract] | ||||
Percentage of letter of credit fee, quarterly installment | 0.25% | |||
Credit Facility [Member] | Term Loan [Member] | ||||
Long-term debt [Abstract] | ||||
Deferred financing fees | $ (300) | |||
Line of credit facility, maximum borrowing capacity | 20,000 | |||
Expiration date of credit facility | Dec. 1, 2024 | |||
Line of credit facility, amortization schedule based period for interest and principal payments | 120 months | |||
Net proceeds from term loan | 19,700 | |||
Lender's origination fee | $ 300 | |||
Percentage of swap transaction of principal balance | 100.00% | |||
Credit Facility [Member] | Term Loan [Member] | LIBOR [Member] | ||||
Long-term debt [Abstract] | ||||
Term of variable rate | 1 month | |||
Interest rate on credit facility | 3.50% | |||
Credit Facility [Member] | Term Loan [Member] | LIBOR [Member] | Interest Rate Floor [Member] | ||||
Long-term debt [Abstract] | ||||
Interest rate on credit facility | 0.25% | |||
Credit Facility [Member] | Delayed Draw Term Loan [Member] | ||||
Long-term debt [Abstract] | ||||
Line of credit facility, maximum borrowing capacity | $ 10,000 | |||
Expiration date of credit facility | Dec. 1, 2024 | |||
Line of credit facility, amortization schedule based period for interest and principal payments | 120 months | |||
Line of credit facility, monthly interest payment period | 18 months | |||
Percentage of swap transaction of principal balance | 100.00% | |||
Credit Facility [Member] | Delayed Draw Term Loan [Member] | LIBOR [Member] | ||||
Long-term debt [Abstract] | ||||
Term of variable rate | 1 month | |||
Interest rate on credit facility | 3.50% | |||
Credit Facility [Member] | Delayed Draw Term Loan [Member] | LIBOR [Member] | Interest Rate Floor [Member] | ||||
Long-term debt [Abstract] | ||||
Interest rate on credit facility | 0.25% | |||
Credit Facility [Member] | Credit Agreement [Member] | ||||
Long-term debt [Abstract] | ||||
Line of credit facility, maximum borrowing capacity | $ 15,000 | |||
Expiration date of credit facility | Jan. 31, 2021 | |||
Credit Facility [Member] | Revolving Loan [Member] | ||||
Long-term debt [Abstract] | ||||
Line of credit facility, maximum borrowing capacity | $ 15,000 | |||
Expiration date of credit facility | Nov. 13, 2022 | |||
Line of credit facility, frequency of principal and interest periodic payment | Monthly | |||
Loan repayment period | 30 days | |||
Credit Facility [Member] | Revolving Loan [Member] | Interest Rate Floor [Member] | ||||
Long-term debt [Abstract] | ||||
Interest rate on credit facility | 4.00% | |||
Credit Facility [Member] | Revolving Loan [Member] | LIBOR [Member] | Interest Rate Floor [Member] | ||||
Long-term debt [Abstract] | ||||
Interest rate on credit facility | 0.00% | |||
Credit Facility [Member] | Revolving Loan [Member] | Prime Rate [Member] | ||||
Long-term debt [Abstract] | ||||
Interest rate on credit facility | 0.50% | |||
Credit Facility [Member] | Revolving Loan [Member] | Letter of Credit [Member] | ||||
Long-term debt [Abstract] | ||||
Line of credit facility, maximum borrowing capacity | $ 10,000 | |||
Letters of credit outstanding | $ 4,000 |
STOCKHOLDERS' EQUITY, Common St
STOCKHOLDERS' EQUITY, Common Stock and Preferred Stock (Details) $ / shares in Units, $ in Thousands | Nov. 14, 2019USD ($)Number$ / sharesshares | Jun. 30, 2020USD ($)Vote | Dec. 31, 2019$ / shares |
Common Stock [Member] | |||
Common Stock [Abstract] | |||
Common stock voting rights per share | Vote | 1 | ||
Cash dividends declared or paid | $ 0 | ||
Series A Preferred Stock [Member] | |||
Preferred Stock [Abstract] | |||
Amount raised from issuance of stock | $ 12,700 | ||
Issuance of series A convertible preferred stock, net of issuance costs (in shares) | shares | 12,700 | ||
Dividend rate | 9.60% | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0 | ||
Liquidation preference per share (in dollars per share) | $ / shares | $ 1,000 | ||
Stock issuance cost | 700 | ||
Dividends [Abstract] | |||
First dividend payment date | Sep. 30, 2020 | ||
Increase in dividend rate on fifth anniversary | 2.40% | ||
Undeclared cumulative dividends | $ 800 | ||
Preferred Stock Holders Right to Convert into Common Stock [Abstract] | |||
Conversion amount | $ 1,000 | ||
Initial conversion price (in dollars per share) | $ / shares | $ 2.36 | ||
Mandatory Conversion [Abstract] | |||
Consecutive trading days, in which common stock exceeds the conversion price | 20 days | ||
Redemption [Abstract] | |||
Amount of adjustment provided in charter agreement after fifth anniversary | $ 1,000 | ||
Registration Rights Agreement [Abstract] | |||
Number of underwritten offerings | Number | 2 | ||
Series A Preferred Stock [Member] | Minimum [Member] | |||
Dividends [Abstract] | |||
Dividend rate if failure to perform certain obligations | 2.00% | ||
Preferred Stock Holders Right to Convert into Common Stock [Abstract] | |||
Percentage of common stock owned by holder and affiliates | 19.99% | ||
Mandatory Conversion [Abstract] | |||
Weighted average price of common stock equals or exceeds the conversion price | 2.25 | ||
Number of shares traded on each trading day (in shares) | shares | 20,000 | ||
Registration Rights Agreement [Abstract] | |||
Gross proceeds from underwritten offerings | $ 5,000 | ||
Series A Preferred Stock [Member] | Maximum [Member] | |||
Dividends [Abstract] | |||
Dividend rate if failure to perform certain obligations | 14.00% |
STOCKHOLDERS' EQUITY, Restricte
STOCKHOLDERS' EQUITY, Restricted Stock and Stock Options (Details) $ / shares in Units, $ in Thousands | Feb. 20, 2020 | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)Plan$ / sharesshares | Jun. 30, 2019USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | Jun. 16, 2020shares |
Stockholders' Equity Note Details [Abstract] | |||||||
Number of stock incentive plans | Plan | 3 | ||||||
Shares [Abstract] | |||||||
Outstanding, beginning balance (in shares) | shares | 116,000 | ||||||
Granted (in shares) | shares | 0 | ||||||
Canceled (in shares) | shares | 0 | ||||||
Vested (in shares) | shares | 0 | ||||||
Outstanding, ending balance (in shares) | shares | 116,000 | 116,000 | 116,000 | ||||
Vested (in shares) | shares | 116,000 | 116,000 | |||||
Exercisable, ending balance (in shares) | shares | 116,000 | 116,000 | |||||
Weighted Average Exercise Price Per Share [Abstract] | |||||||
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 10.56 | ||||||
Granted (in dollars per share) | $ / shares | 0 | ||||||
Canceled (in dollars per share) | $ / shares | 0 | ||||||
Vested (in dollars per share) | $ / shares | 0 | ||||||
Outstanding, ending balance (in dollars per share) | $ / shares | $ 10.56 | 10.56 | $ 10.56 | ||||
Vested or expected to vest (in dollars per share) | $ / shares | 10.56 | 10.56 | |||||
Exercisable, ending balance (in dollars per share) | $ / shares | $ 10.56 | $ 10.56 | |||||
Weighted Average Remaining Contractual Term [Abstract] | |||||||
Outstanding | 1 year 3 months 29 days | 1 year 9 months 29 days | |||||
Vested or expected to vest | 1 year 3 months 29 days | ||||||
Exercisable | 1 year 3 months 29 days | ||||||
Aggregate Intrinsic Value [Abstract] | |||||||
Outstanding, beginning balance | $ | $ 0 | ||||||
Granted | $ | 0 | ||||||
Canceled | $ | 0 | ||||||
Vested | $ | 0 | ||||||
Outstanding, ending balance | $ | $ 0 | 0 | $ 0 | ||||
Vested or expected to vest | $ | 0 | 0 | |||||
Exercisable, ending balance | $ | $ 0 | $ 0 | |||||
Stock Options Outstanding [Abstract] | |||||||
Shares (in shares) | shares | 116,000 | 116,000 | |||||
Contractual Weighted Average Life | 1 year 3 months 29 days | ||||||
Weighted Average Price (in dollars per share) | $ / shares | $ 10.56 | $ 10.56 | |||||
Stock Options Exercisable [Abstract] | |||||||
Shares (in shares) | shares | 116,999 | 116,999 | |||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 10.56 | $ 10.56 | |||||
Restricted Stock [Member] | |||||||
Shares [Abstract] | |||||||
Nonvested restricted stock outstanding, beginning balance (in shares) | shares | 595,436 | ||||||
Granted (in shares) | shares | 1,302,638 | ||||||
Canceled (in shares) | shares | 0 | ||||||
Vested (in shares) | shares | (278,987) | ||||||
Nonvested restricted stock outstanding, ending balance (in shares) | shares | 1,619,087 | 1,619,087 | 595,436 | ||||
Weighted Average Grant Date Fair Value [Abstract] | |||||||
Nonvested restricted stock outstanding, beginning balance (in dollars per share) | $ / shares | $ 3.15 | ||||||
Granted (in dollars per share) | $ / shares | 2.65 | ||||||
Canceled (in dollars per share) | $ / shares | 0 | ||||||
Vested (in dollars per share) | $ / shares | 3.13 | ||||||
Nonvested restricted stock outstanding, ending balance (in dollars per share) | $ / shares | $ 2.75 | $ 2.75 | $ 3.15 | ||||
Recognized restricted stock expense | $ | $ 300 | $ 200 | $ 600 | $ 200 | |||
Unrecognized restricted stock expense | $ | 4,000 | 4,000 | $ 1,200 | ||||
Stock Options [Member] | |||||||
Aggregate Intrinsic Value [Abstract] | |||||||
Unrecognized pre-tax compensation expense | $ | 0 | $ 0 | |||||
2020 Plan [Member] | |||||||
Stockholders' Equity Note Details [Abstract] | |||||||
Number of shares available for issuance under incentive plan (in shares) | shares | 2,000,000 | ||||||
2020 Plan [Member] | June 16, 2020 [Member] | |||||||
Stockholders' Equity Note Details [Abstract] | |||||||
Stock option award issuance, plan duration | 10 years | ||||||
LTIP Plan [Member] | |||||||
Stockholders' Equity Note Details [Abstract] | |||||||
Number of shares available for issuance under incentive plan (in shares) | shares | 2,000,000 | ||||||
Performance-based restricted stock compensation expense | $ | $ 200 | ||||||
LTIP Plan [Member] | February 28, 2019 [Member] | |||||||
Stockholders' Equity Note Details [Abstract] | |||||||
Vesting period of performance-based shares | 3 years | ||||||
LTIP Plan [Member] | First Anniversary Date [Member] | |||||||
Stockholders' Equity Note Details [Abstract] | |||||||
Percentage of vesting of performance-based shares | 20.00% | ||||||
LTIP Plan [Member] | Second Anniversary Date [Member] | |||||||
Stockholders' Equity Note Details [Abstract] | |||||||
Percentage of vesting of performance-based shares | 30.00% | ||||||
LTIP Plan [Member] | Third Anniversary Date [Member] | |||||||
Stockholders' Equity Note Details [Abstract] | |||||||
Percentage of vesting of performance-based shares | 50.00% | ||||||
LTIP Plan [Member] | Restricted Stock [Member] | |||||||
Weighted Average Grant Date Fair Value [Abstract] | |||||||
Outstanding restricted shares, intrinsic value | $ | 6,300 | $ 6,300 | |||||
Non Employee Directors Plan [Member] | |||||||
Stockholders' Equity Note Details [Abstract] | |||||||
Net share settlement for restricted stock (in shares) | shares | 58,451 | 5,518 | |||||
Decrease in equity due to payment of tax for employee | $ | $ 200 | $ 200 | |||||
Non Employee Directors Plan [Member] | Maximum [Member] | |||||||
Stockholders' Equity Note Details [Abstract] | |||||||
Decrease in equity due to payment of tax for employee | $ | $ 100 | $ 100 | |||||
Non Employee Directors Plan [Member] | Restricted Stock [Member] | |||||||
Stockholders' Equity Note Details [Abstract] | |||||||
Number of shares issued under incentive plan (in shares) | shares | 111,376 | ||||||
$7.79 [Member] | |||||||
Exercise Prices [Abstract] | |||||||
Exercise Prices, Minimum (in dollars per share) | $ / shares | $ 7.79 | ||||||
Exercise Prices, Maximum (in dollars per share) | $ / shares | $ 7.79 | ||||||
Stock Options Outstanding [Abstract] | |||||||
Shares (in shares) | shares | 91,000 | 91,000 | |||||
Contractual Weighted Average Life | 1 year 8 months 1 day | ||||||
Weighted Average Price (in dollars per share) | $ / shares | $ 7.79 | $ 7.79 | |||||
Stock Options Exercisable [Abstract] | |||||||
Shares (in shares) | shares | 91,000 | 91,000 | |||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 7.79 | $ 7.79 | |||||
$ 20.62 [Member] | |||||||
Exercise Prices [Abstract] | |||||||
Exercise Prices, Minimum (in dollars per share) | $ / shares | 20.62 | ||||||
Exercise Prices, Maximum (in dollars per share) | $ / shares | $ 20.62 | ||||||
Stock Options Outstanding [Abstract] | |||||||
Shares (in shares) | shares | 25,000 | 25,000 | |||||
Contractual Weighted Average Life | 1 month 6 days | ||||||
Weighted Average Price (in dollars per share) | $ / shares | $ 20.62 | $ 20.62 | |||||
Stock Options Exercisable [Abstract] | |||||||
Shares (in shares) | shares | 25,999 | 25,999 | |||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 20.62 | $ 20.62 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
INCOME TAXES [Abstract] | ||||
Provision for income taxes | $ 50 | $ 144 | $ 100 | $ 194 |
Effective income tax rate | 6.00% | 4.90% | 11.50% | 2.30% |
SEGMENTS (Details)
SEGMENTS (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)Segment | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
SEGMENTS [Abstract] | |||||
Number of reportable segments | Segment | 3 | ||||
Summary financial information by reporting segment [Abstract] | |||||
Revenues | $ 62,470 | $ 63,569 | $ 132,511 | $ 126,833 | |
Percentage of Total Revenue | 100.00% | 100.00% | 100.00% | 100.00% | |
Operating Income (Loss) | $ 1,160 | $ (2,093) | $ (185) | $ (6,958) | |
Total Assets | 194,901 | 194,901 | $ 194,763 | ||
Transportation and Skilled Trades [Member] | |||||
Summary financial information by reporting segment [Abstract] | |||||
Revenues | 42,915 | 44,028 | 91,971 | 88,354 | |
Healthcare and Other Professions [Member] | |||||
Summary financial information by reporting segment [Abstract] | |||||
Revenues | 19,555 | 19,541 | 40,540 | 38,479 | |
Reportable Segments [Member] | Transportation and Skilled Trades [Member] | |||||
Summary financial information by reporting segment [Abstract] | |||||
Revenues | $ 42,915 | $ 44,028 | $ 91,971 | $ 88,354 | |
Percentage of Total Revenue | 68.70% | 69.30% | 69.40% | 69.70% | |
Operating Income (Loss) | $ 4,870 | $ 2,484 | $ 9,708 | $ 4,300 | |
Total Assets | 135,140 | 135,140 | 121,611 | ||
Reportable Segments [Member] | Healthcare and Other Professions [Member] | |||||
Summary financial information by reporting segment [Abstract] | |||||
Revenues | $ 19,555 | $ 19,541 | $ 40,540 | $ 38,479 | |
Percentage of Total Revenue | 31.30% | 30.70% | 30.60% | 30.30% | |
Operating Income (Loss) | $ 2,731 | $ 1,839 | $ 4,733 | $ 2,811 | |
Total Assets | 29,184 | 29,184 | 27,945 | ||
Corporate [Member] | |||||
Summary financial information by reporting segment [Abstract] | |||||
Revenues | 0 | 0 | 0 | 0 | |
Operating Income (Loss) | (6,441) | $ (6,416) | (14,626) | $ (14,069) | |
Total Assets | $ 30,577 | $ 30,577 | $ 45,207 |
FAIR VALUE (Details)
FAIR VALUE (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Mar. 31, 2020 |
Carrying Amount [Member] | ||
Financial Assets [Abstract] | ||
Cash and cash equivalents | $ 23,342 | $ 23,644 |
Restricted cash | 2,626 | 15,000 |
Prepaid expenses and other current assets | 3,748 | 4,190 |
Financial Liabilities [Abstract] | ||
Accrued expenses | 12,163 | 7,869 |
Other short-term liabilities | 93 | 199 |
Derivative qualifying cash flow hedge | 1,017 | 174 |
Credit facility | 18,121 | 34,028 |
Fair Value [Member] | ||
Financial Assets [Abstract] | ||
Cash and cash equivalents | 23,342 | 23,644 |
Restricted cash | 2,626 | 15,000 |
Prepaid expenses and other current assets | 3,748 | 4,190 |
Financial Liabilities [Abstract] | ||
Accrued expenses | 12,163 | 7,869 |
Other short-term liabilities | 93 | 199 |
Derivative qualifying cash flow hedge | 1,017 | 174 |
Credit facility | 14,943 | 34,028 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Fair Value [Member] | ||
Financial Assets [Abstract] | ||
Cash and cash equivalents | 23,342 | 23,644 |
Restricted cash | 2,626 | 15,000 |
Prepaid expenses and other current assets | 0 | 0 |
Financial Liabilities [Abstract] | ||
Accrued expenses | 0 | 0 |
Other short-term liabilities | 0 | 0 |
Derivative qualifying cash flow hedge | 0 | 0 |
Credit facility | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Fair Value [Member] | ||
Financial Assets [Abstract] | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Prepaid expenses and other current assets | 3,748 | 4,190 |
Financial Liabilities [Abstract] | ||
Accrued expenses | 12,163 | 7,869 |
Other short-term liabilities | 93 | 199 |
Derivative qualifying cash flow hedge | 1,017 | 174 |
Credit facility | 14,943 | 34,028 |
Significant Unobservable Inputs (Level 3) [Member] | Fair Value [Member] | ||
Financial Assets [Abstract] | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Prepaid expenses and other current assets | 0 | 0 |
Financial Liabilities [Abstract] | ||
Accrued expenses | 0 | 0 |
Other short-term liabilities | 0 | 0 |
Derivative qualifying cash flow hedge | 0 | 0 |
Credit facility | $ 0 | $ 0 |
FAIR VALUE, Qualifying Hedge De
FAIR VALUE, Qualifying Hedge Derivative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Nov. 14, 2019 | ||
Term Loan [Member] | |||||
Derivative [Abstract] | |||||
Amortization period | 10 years | ||||
Amount of principal payment | $ 0.2 | ||||
Interest Rate Swap [Member] | |||||
Fair Value, Outstanding Derivative [Abstract] | |||||
Notional amount | $ 20 | ||||
Interest Rate Swap [Member] | Term Loan [Member] | |||||
Derivative [Abstract] | |||||
Fixed rate | 5.36% | 5.36% | |||
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | |||||
Fair Value, Outstanding Derivative [Abstract] | |||||
Notional amount | [1] | $ 18.8 | $ 18.8 | $ 19.8 | |
Fair value | [1] | 1 | 1 | $ 0.1 | |
Classification and Amount of Interest Expense Recognized on Hedging Instruments [Abstract] | |||||
Interest expense | 0.1 | 0.1 | |||
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | |||||
Derivative Instruments Designated As Hedging Instruments In Other Comprehensive Income/(Loss) [Roll Forward] | |||||
Derivative instruments | $ 0.1 | $ 0.8 | |||
London Interbank Offered Rate (LIBOR) [Member] | Interest Rate Swap [Member] | Term Loan [Member] | |||||
Derivative [Abstract] | |||||
Variable rate | 3.50% | 3.50% | |||
[1] | The Company's derivative liability is measured at fair value using observable market inputs such as interest rates and our own credit risk as well as an evaluation of our counterparty's credit risk. Based on these inputs the derivative liability is classified within Level 2 of the valuation hierarchy. The liability is included in other long-term liabilities in the condensed consolidated balance sheets. |
COVID-19 PANDEMIC AND CARES A_2
COVID-19 PANDEMIC AND CARES ACT (Details) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2020USD ($)Intallment | Aug. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
COVID-19 [Abstract] | |||
Number of installments used to allocated funds to schools | Intallment | 2 | ||
Total amount expected to be received under CARES Act | $ 27,400 | ||
Emergency grants received in first installment under CARES Act | 13,700 | ||
Emergency grants distributed to students under CARES Act | 11,100 | ||
Emergency grants excepted to be distributed under the CARES Act | 2,626 | $ 0 | |
Emergency grants received in second installment under CARES Act | 13,200 | ||
Reimbursed amount of permitted expenses | 1,300 | ||
Deferred payments under CARES Act | $ 1,500 | ||
Subsequent Event [Member] | |||
COVID-19 [Abstract] | |||
Emergency grants remaining amount received under CARES Act | $ 500 |