Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 08, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | LINCOLN EDUCATIONAL SERVICES CORP | |
Entity Central Index Key | 1,286,613 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 24,641,792 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 3,081 | $ 14,563 |
Restricted cash | 8,490 | 7,189 |
Accounts receivable, less allowance of $13,796 and $12,806 at June 30, 2018 and December 31, 2017, respectively | 20,685 | 15,791 |
Inventories | 1,802 | 1,657 |
Prepaid income taxes and income taxes receivable | 239 | 207 |
Assets held for sale | 0 | 2,959 |
Prepaid expenses and other current assets | 2,358 | 2,352 |
Total current assets | 36,655 | 44,718 |
PROPERTY, EQUIPMENT AND FACILITIES - At cost, net of accumulated depreciation and amortization of $171,018 and $163,946 at June 30, 2018 and December 31, 2017, respectively | 53,468 | 52,866 |
OTHER ASSETS: | ||
Noncurrent restricted cash | 0 | 32,802 |
Noncurrent receivables, less allowance of $966 and $978 at June 30, 2018 and December 31, 2017, respectively | 9,804 | 8,928 |
Deferred income taxes, net | 424 | 424 |
Goodwill | 14,536 | 14,536 |
Other assets, net | 908 | 939 |
Total other assets | 25,672 | 57,629 |
TOTAL | 115,795 | 155,213 |
CURRENT LIABILITIES: | ||
Unearned tuition | 19,419 | 24,647 |
Accounts payable | 15,587 | 10,508 |
Accrued expenses | 12,220 | 11,771 |
Other short-term liabilities | 505 | 558 |
Total current liabilities | 47,731 | 47,484 |
NONCURRENT LIABILITIES: | ||
Long-term credit agreement and term loan | 24,292 | 52,593 |
Pension plan liabilities | 4,395 | 4,437 |
Accrued rent | 3,828 | 4,338 |
Other long-term liabilities | 281 | 548 |
Total liabilities | 80,527 | 109,400 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, no par value - 10,000,000 shares authorized, no shares issued and outstanding at June 30, 2018 and December 31, 2017 | 0 | 0 |
Common stock, no par value - authorized: 100,000,000 shares at June 30, 2018 and December 31, 2017; issued and outstanding: 30,552,333 shares at June 30, 2018 and 30,624,407 shares at December 31, 2017 | 141,377 | 141,377 |
Additional paid-in capital | 29,444 | 29,334 |
Treasury stock at cost - 5,910,541 shares at June 30, 2018 and December 31, 2017 | (82,860) | (82,860) |
Accumulated deficit | (48,506) | (37,528) |
Accumulated other comprehensive loss | (4,187) | (4,510) |
Total stockholders' equity | 35,268 | 45,813 |
TOTAL | $ 115,795 | $ 155,213 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Accounts receivable, allowance | $ 13,796 | $ 12,806 |
PROPERTY, EQUIPMENT AND FACILITIES - accumulated depreciation and amortization | 171,018 | 163,946 |
OTHER ASSETS: | ||
Noncurrent receivables, allowance | $ 966 | $ 978 |
STOCKHOLDERS' EQUITY: | ||
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 30,552,333 | 30,624,407 |
Common stock, shares outstanding (in shares) | 30,552,333 | 30,624,407 |
Treasury stock, shares (in shares) | 5,910,541 | 5,910,541 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) [Abstract] | ||||
REVENUE | $ 61,120 | $ 61,865 | $ 123,009 | $ 127,144 |
COSTS AND EXPENSES: | ||||
Educational services and facilities | 30,179 | 32,405 | 60,682 | 65,113 |
Selling, general and administrative | 34,471 | 35,554 | 72,002 | 73,879 |
(Gain) loss on sale of assets | (7) | (63) | 110 | (89) |
Total costs & expenses | 64,643 | 67,896 | 132,794 | 138,903 |
OPERATING LOSS | (3,523) | (6,031) | (9,785) | (11,759) |
OTHER: | ||||
Interest income | 8 | 9 | 19 | 40 |
Interest expense | (539) | (699) | (1,112) | (5,881) |
LOSS BEFORE INCOME TAXES | (4,054) | (6,721) | (10,878) | (17,600) |
PROVISION FOR INCOME TAXES | 50 | 50 | 100 | 100 |
NET LOSS | $ (4,104) | $ (6,771) | $ (10,978) | $ (17,700) |
Basic | ||||
Net loss per share (in dollars per share) | $ (0.17) | $ (0.28) | $ (0.45) | $ (0.74) |
Diluted | ||||
Net loss per share (in dollars per share) | $ (0.17) | $ (0.28) | $ (0.45) | $ (0.74) |
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 24,485,500 | 23,962,055 | 24,312,500 | 23,786,656 |
Diluted (in shares) | 24,485,500 | 23,962,055 | 24,312,500 | 23,786,656 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) [Abstract] | ||||
Net loss | $ (4,104) | $ (6,771) | $ (10,978) | $ (17,700) |
Other comprehensive income | ||||
Employee pension plan adjustments | 162 | 220 | 323 | 441 |
Comprehensive loss | $ (3,942) | $ (6,551) | $ (10,655) | $ (17,259) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings (Accumulated Deficit) [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
BALANCE at Dec. 31, 2016 | $ 141,377 | $ 28,554 | $ (82,860) | $ (26,044) | $ (6,101) | $ 54,926 |
BALANCE (in shares) at Dec. 31, 2016 | 30,685,017 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ 0 | 0 | 0 | (17,700) | 0 | (17,700) |
Employee pension plan adjustments | 0 | 0 | 0 | 0 | 441 | 441 |
Stock-based compensation expense | ||||||
Restricted stock | $ 0 | 654 | 0 | 0 | 0 | 654 |
Restricted stock (in shares) | 128,810 | |||||
Net share settlement for equity-based compensation | $ 0 | (429) | 0 | 0 | 0 | (429) |
Net share settlement for equity-based compensation (in shares) | (184,231) | |||||
BALANCE at Jun. 30, 2017 | $ 141,377 | 28,779 | (82,860) | (43,744) | (5,660) | 37,892 |
BALANCE (in shares) at Jun. 30, 2017 | 30,629,596 | |||||
BALANCE at Dec. 31, 2016 | $ 141,377 | 28,554 | (82,860) | (26,044) | (6,101) | 54,926 |
BALANCE (in shares) at Dec. 31, 2016 | 30,685,017 | |||||
BALANCE at Dec. 31, 2017 | $ 141,377 | 29,334 | (82,860) | (37,528) | (4,510) | $ 45,813 |
BALANCE (in shares) at Dec. 31, 2017 | 30,624,407 | 30,624,407 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ 0 | 0 | 0 | (10,978) | 0 | $ (10,978) |
Employee pension plan adjustments | 0 | 0 | 0 | 0 | 323 | 323 |
Stock-based compensation expense | ||||||
Restricted stock | $ 0 | 482 | 0 | 0 | 0 | 482 |
Restricted stock (in shares) | 135,568 | |||||
Net share settlement for equity-based compensation | $ 0 | (372) | 0 | 0 | 0 | (372) |
Net share settlement for equity-based compensation (in shares) | (207,642) | |||||
BALANCE at Jun. 30, 2018 | $ 141,377 | $ 29,444 | $ (82,860) | $ (48,506) | $ (4,187) | $ 35,268 |
BALANCE (in shares) at Jun. 30, 2018 | 30,552,333 | 30,552,333 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (10,978) | $ (17,700) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,188 | 4,275 |
Amortization of deferred finance charges | 179 | 305 |
Write-off of deferred finance charges | 0 | 2,161 |
Loss (gain) on disposition of assets | 110 | (89) |
Fixed asset donation | 0 | (18) |
Provision for doubtful accounts | 7,550 | 7,220 |
Stock-based compensation expense | 482 | 654 |
Deferred rent | (481) | (245) |
(Increase) decrease in assets: | ||
Accounts receivable | (13,320) | (9,276) |
Inventories | (145) | (197) |
Prepaid income taxes and income taxes receivable | (32) | 10 |
Prepaid expenses and current assets | (6) | 301 |
Other assets, net | (11) | (1,075) |
Increase (decrease) in liabilities: | ||
Accounts payable | 4,977 | (28) |
Accrued expenses | 420 | (1,804) |
Unearned tuition | (5,228) | (4,250) |
Other liabilities | (39) | 245 |
Total adjustments | (1,356) | (1,811) |
Net cash used in operating activities | (12,334) | (19,511) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (1,811) | (2,098) |
Proceeds from sale of property and equipment | 15 | 122 |
Net cash used in investing activities | (1,796) | (1,976) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on borrowings | (32,800) | (49,266) |
Proceeds from borrowings | 4,400 | 38,000 |
Payment of deferred finance fees | (81) | (1,134) |
Net share settlement for equity-based compensation | (372) | (429) |
Net cash used in financing activities | (28,853) | (12,829) |
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (42,983) | (34,316) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH-Beginning of period | 54,554 | 47,715 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH-End of period | 11,571 | 13,399 |
Cash paid for: | ||
Interest | 896 | 1,882 |
Income taxes | 150 | 106 |
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Liabilities accrued for or noncash purchases of fixed assets | $ 352 | $ 2,004 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Activities — Lincoln Educational Services Corporation and its subsidiaries (collectively, the “Company”, “we”, “our” and “us”, as applicable) provide diversified career-oriented post-secondary education to recent high school graduates and working adults. The Company, which currently operates 23 schools in 14 states, We operate in three reportable business segments: (a) Transportation and Skilled Trades segment, (b) Healthcare and Other Professions (“HOPS”) segment, and (c) Transitional segment which refers to schools that have been or are currently being taught out. In November 2015, the Board of Directors approved a plan for the Company to divest the schools included in the HOPS segment due to a strategic shift in the Company’s business strategy. The Company underwent an exhaustive process to divest the HOPS schools which proved successful in attracting various prospective purchasers but, ultimately, did not result in a transaction that our Board believed would enhance shareholder value. When the decision was first made by the Board of Directors to divest HOPS, 18 campuses were operating in this segment. By the end of 2017, we had closed seven underperforming campuses leaving a total of eleven campuses remaining under the HOPS segment. The Company believes that the closures of the aforementioned campuses have positioned the HOPS segment and the Company to be more profitable going forward. The combination of several factors, including, among other things, the inability of a prospective purchaser of the HOPS segment to close on the purchase, the improvements the Company has implemented in the HOPS segment operations and the closure of seven underperforming campuses, resulted in the Board reevaluating its divestiture plan and the determination that shareholder value would more likely be enhanced by continuing to operate our HOPS segment as revitalized. Consequently, the Board of Directors has abandoned the plan to divest the HOPS segment and the Company intends to retain and continue to operate the remaining campuses in the HOPS segment. The results of operations of the campuses included in the HOPS segment are reflected as continuing operations in the condensed consolidated financial statements. In 2016, the Company completed the teach-out of its Hartford, Connecticut; Fern Park, Florida and Henderson (Green Valley), Nevada campuses, which originally operated in the HOPS segment. In 2017, the Company completed the teach-out of its Northeast Philadelphia, Pennsylvania; Center City Philadelphia, Pennsylvania; West Palm Beach, Florida; Brockton, Massachusetts; and Lowell, Massachusetts schools, which also were originally in the HOPS segment and all of which were On August 14, 2017, New England Institute of Technology at Palm Beach, Inc., a wholly-owned subsidiary of the Company, consummated the sale of the real property located at 2400 and 2410 Metrocentre Boulevard East, West Palm Beach, Florida, including the improvements and other personal property located thereon (the “West Palm Beach Property”) to Tambone Companies, LLC, pursuant to a previously disclosed purchase and sale agreement entered into on March 14, 2017. Pursuant to the terms of the sale agreement, as subsequently amended, the purchase price for the West Palm Beach Property was $15.8 million. As a result, the Company recorded a gain on the sale in the amount of $1.5 million. As previously disclosed, the West Palm Beach Property served as collateral for a short term loan in the principal amount of $8.0 million obtained by the Company from its lender, Sterling National Bank, on April 28, 2017, which loan matured upon the earlier of the sale of the West Palm Beach Property or October 1, 2017. Accordingly, on August 14, 2017, concurrently with the consummation of the sale of the West Palm Beach Property, the Company repaid the term loan in an aggregate amount of $8.0 million, consisting of principal and accrued interest. The Company continues to hold real property in Palm Beach County, Florida which is expected to be sold in 2018. See additional information in Note 12. Liquidity — Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. Use of Estimates in the Preparation of Financial Statements New Accounting Pronouncements In February 2018, the FASB issued ASU 2018-02, “Income Statement-Reporting Comprehensive Income (Topic 220)”. The updated guidance allows entities to reclassify stranded income tax effects resulting from the Tax Cuts and Jobs Act (the “Tax Act”) from accumulated other comprehensive income to retained earnings in their consolidated financial statements. Under the Tax Act, deferred taxes were adjusted to reflect the reduction of the historical corporate income tax rate to the newly enacted corporate income tax rate, which left the tax effects on items within accumulated other comprehensive income stranded at an inappropriate tax rate. The updated guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those years. Early adoption is permitted in any interim period and should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Act is recognized. The Company is in the process of assessing the impact this standard will have on our consolidated financial statements and related disclosures. In November 2016, the FASB issued ASU 2016-18: “Statement of Cash Flows (Topic 230): Restricted Cash.” This guidance was issued to address the disparity that exists in the classification and presentation of changes in restricted cash on the statement of cash flows. The amendments will require that the statement of cash flows explain the change during the period in total cash, cash equivalents and restricted cash. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We adopted the new standard effective January 1, 2018. The amendments were applied using a retrospective transition method to each period presented. The Company includes in its cash and cash-equivalent balances in the condensed consolidated statements of cash flows those amounts that have been classified as restricted cash and restricted cash equivalents for each of the periods presented. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” to address eight specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We adopted the new standard effective January 1, 2018. The adoption of ASU 2016-15 had no impact on the Company’s condensed consolidated financial statements. In May 2014, the FASB issued a comprehensive new revenue recognition standard, ASU 2014-09, “ Revenue from Contracts with Customers We adopted the new standard effective January 1, 2018 using the modified retrospective approach. The Company’s revenue streams primarily consist of tuition and related services provided to students over the course of the program as well as other transactional revenue such as tools. Based on the Company's assessment, the analysis of the contract portfolio under ASU 2016-10 results in the revenue for the majority of the Company's student contracts being recognized over time which is consistent with the Company's previous revenue recognition model. For all student contracts, there is continuous transfer of control to the student and the number of performance obligations under ASU 2016-10 is consistent with those identified under the existing standard. The Company determined the impact of the adoption of the new standard on revenue recognition for student contracts to be immaterial on its condensed consolidated financial statements and disclosures. See additional information in Note 3. In February 2016, the FASB issued guidance requiring lessees to recognize a right-of-use asset and a lease liability on the balance sheet for substantially all leases, with the exception of short-term leases. Leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition in the statements of income. The guidance is effective for annual periods, including interim periods within those periods, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact that the update will have on the Company’s condensed consolidated financial statements. Stock-Based Compensation The Company measures the value of service and performance-based restricted stock on the fair value of a share of common stock on the date of the grant. The Company amortizes the fair value of service-based restricted stock utilizing straight-line amortization of compensation expense over the requisite service period of the grant. The Company amortizes the fair value of the performance-based restricted stock based on the determination of the probable outcome of the performance condition. If the performance condition is expected to be met, then the Company amortizes the fair value of the number of shares expected to vest utilizing straight-line basis over the requisite performance period of the grant. However, if the associated performance condition is not expected to be met, then the Company does not recognize the stock-based compensation expense. Income Taxes – The Company Income Taxes In accordance with ASC 740, the Company assesses 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. See information regarding the impact of the Tax Cuts and Jobs Act in Note 7. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. During the three and six months ended June 30, 2018 and 2017, the Company did not recognize any interest and penalties expense associated with uncertain tax positions. |
WEIGHTED AVERAGE COMMON SHARES
WEIGHTED AVERAGE COMMON SHARES | 6 Months Ended |
Jun. 30, 2018 | |
WEIGHTED AVERAGE COMMON SHARES [Abstract] | |
WEIGHTED AVERAGE COMMON SHARES | 2. WEIGHTED AVERAGE COMMON SHARES The weighted average number of common shares used to compute basic and diluted loss per share for the three and six months ended June 30, 2018 and 2017 was as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Basic shares outstanding 24,485,500 23,962,055 24,312,500 23,786,656 Dilutive effect of stock options - - - - Diluted shares outstanding 24,485,500 23,962,055 24,312,500 23,786,656 For the three months ended June 30, 2018 and 2017, options to acquire 23,327 and 537,718 shares were excluded from the above table because the Company reported a net loss for each period and, therefore, their impact on reported loss per share would have been antidilutive. For the six months ended June 30, 2018 and 2017, options to acquire 74,689 and 583,848 shares were excluded from the above table because the Company reported a net loss for each period and, therefore, their impact on reported loss per share would have been antidilutive. For the three and six months ended June 30, 2018 and 2017, options to acquire 139,000 and 170,667 shares, respectively, were excluded from the above table because they have an exercise price that is greater than the average market price of the Company’s common stock and, therefore, their impact on reported loss per share would have been antidilutive. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Jun. 30, 2018 | |
REVENUE RECOGNITION [Abstract] | |
REVENUE RECOGNITION | 3. REVENUE RECOGNITION Prior to adoption of ASU 2014-09 Revenues are derived primarily from programs taught at our schools. Tuition revenues, textbook sales and one-time fees, such as nonrefundable application fees and course material fees, are recognized on a straight-line basis over the length of the applicable program as the student proceeds through the program, which is the period of time from a student’s start date through his or her graduation date (including internships or externships, if any, occurring prior to graduation) as we complete the performance of teaching the student entitling us to the revenue. Other revenues, such as tool sales and contract training revenues are recognized as goods are delivered or training completed. On an individual student basis, tuition earned in excess of cash received is recorded as accounts receivable, and cash received in excess of tuition earned is recorded as unearned tuition. We evaluate whether collectability of revenue is reasonably assured prior to the student commencing a program by attending class and reassess collectability of tuition and fees when a student withdraws from a course. We calculate the amount to be returned under Title IV and its stated refund policy to determine eligible charges and, if there is a balance due from the student after this calculation, we expect payment from the student. We have a process to pursue uncollected accounts whereby, based upon the student’s financial means and ability to pay, a payment plan is established with the student to ensure that collectability is reasonable. We continuously monitor our historical collections to identify potential trends that may impact our determination that collectability of receivables for withdrawn students is realizable. If a student withdraws from a program prior to a specified date, any paid but unearned tuition is refunded. Refunds are calculated and paid in accordance with federal, state and accrediting agency standards. Generally, the amount to be refunded to a student is calculated based upon the period of time the student has attended classes and the amount of tuition and fees paid by the student as of his or her withdrawal date. These refunds typically reduce deferred tuition revenue and cash on our condensed consolidated balance sheets as we generally do not recognize tuition revenue in our condensed consolidated statements of income (loss) until the related refund provisions have lapsed. Based on the application of our refund policies, we may be entitled to incremental revenue on the day the student withdraws from one of our schools. We record revenue for students who withdraw from one of our schools when payment is received because collectability on an individual student basis is not reasonably assured. After adoption of ASU 2014-09 On January 1, 2018, we adopted the new standard on revenue recognition, ASU 2014-09, using the modified retrospective approach. The adoption of ASU 2016-10 did not have a material impact on the measurement or recognition of revenue in any prior or current reporting periods and there was no adjustment to retained earnings. The core principle of the new standard is that a company should recognize revenue to depict the transfer of promised goods or services to students in an amount that reflects the consideration to which the company expects to be entitled in exchange for such goods or services. Substantially all of our revenues are considered to be revenues from contracts with students. The related accounts receivable balances are recorded in our balance We record revenue for students who withdraw from one of our schools only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. We have Unearned tuition is the only significant contract asset or liability impacted by our adoption of ASU 2016-10. The following table depicts the timing of revenue recognition: Three months ended June 30, 2018 Six months ended June 30, 2018 Transportation and Skilled Trades Segment Healthcare and Other Professions Segment Transitional Segment Consolidated Transportation and Skilled Trades Segment Healthcare and Other Professions Segment Transitional Segment Consolidated Timing of Revenue Recognition Services transferred at a point in time $ 1,657 $ 957 $ - $ 2,614 $ 3,705 $ 1,692 $ - $ 5,397 Services transferred over time 40,428 18,078 - 58,506 81,127 36,485 - 117,612 Total revenues $ 42,085 $ 19,035 $ - $ 61,120 $ 84,832 $ 38,177 $ - $ 123,009 Three months ended June 30, 2017 Six months ended June 30, 2017 Transportation and Skilled Trades Segment Healthcare and Other Professions Segment Transitional Segment Consolidated Transportation and Skilled Trades Segment Healthcare and Other Professions Segment Transitional Segment Consolidated Timing of Revenue Recognition Services transferred at a point in time $ 1,599 $ 538 $ (65 ) $ 2,072 $ 3,374 $ 1,302 $ (73 ) $ 4,603 Services transferred over time 40,732 16,373 2,688 59,793 82,116 33,454 6,971 122,541 Total revenues $ 42,331 $ 16,911 $ 2,623 $ 61,865 $ 85,490 $ 34,756 $ 6,898 $ 127,144 |
GOODWILL AND LONG-LIVED ASSETS
GOODWILL AND LONG-LIVED ASSETS | 6 Months Ended |
Jun. 30, 2018 | |
GOODWILL AND LONG-LIVED ASSETS [Abstract] | |
GOODWILL AND LONG-LIVED ASSETS | 4. GOODWILL AND LONG-LIVED ASSETS The Company reviews long-lived assets for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. There were no long-lived asset impairments during the three and six months ended June 30, 2018 and 2017. The Company reviews goodwill for impairment when indicators of impairment exist. Annually, or more frequently if necessary, the Company evaluates goodwill with indefinite lives for impairment, with any resulting impairment reflected as an operating expense. As of June 30, 2018 and 2017, the Company concluded that there was no indicator of potential impairment and, accordingly, the Company did not test goodwill for impairment. The carrying amount of goodwill at June 30 2017 is as follows: Gross Goodwill Balance Accumulated Impairment Losses Net Goodwill Balance Balance as of January 1, 2018 $ 117,176 $ (102,640 ) $ 14,536 Adjustments - - - Balance as of June 30, 2018 $ 117,176 $ (102,640 ) $ 14,536 Gross Goodwill Balance Accumulated Impairment Losses Net Goodwill Balance Balance as of January 1, 2017 $ 117,176 $ (102,640 ) $ 14,536 Adjustments - - - Balance as of June 30, 2017 $ 117,176 $ (102,640 ) $ 14,536 As of June 30, 2018 and 2017, the goodwill balance is related to the Transportation and Skilled Trades segment. |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2018 | |
LONG-TERM DEBT [Abstract] | |
LONG-TERM DEBT | 5. LONG-TERM DEBT Long-term debt consists of the following: June 30, 2018 December 31, 2017 Credit agreement $ 25,000 $ 53,400 Deferred Financing Fees (708 ) (807 ) 24,292 52,593 Less current maturities - - $ 24,292 $ 52,593 On March 31, 2017, the Company entered into a secured revolving credit agreement (the “Credit Agreement”) with Sterling National Bank (the “Bank”) pursuant to which the Company obtained a credit facility in the aggregate principal amount of up to $55 million (the “Credit Facility”). Subsequently, as a result of a November 29, 2017 amendment of the Credit Facility, aggregate availability of funds under the Credit Facility increased to $65 million, consisting of (a) a $25 million revolving loan facility (“Facility 1”), (b) a $25 million revolving loan facility (“Facility 2”), which includes a sublimit amount for letters of credit of $10 million, and (c) a 15 million revolving credit loan (“Facility 3”). The Credit Agreement was again amended on February 23, 2018, to, among other things, effect certain modifications to the financial covenants and other provisions of the Credit Agreement and to allow the Company to pursue the sale of certain real property assets. The February 23, 2018 amendment increased the interest rate for borrowings under Facility 1 to a rate per annum equal to the greater of (x) the Bank’s prime rate plus 2.85% and (y) 6.00%. Prior to the most recent amendment of the Credit Agreement, revolving loans outstanding under Facility 1 bore interest at a rate per annum equal to the greater of (x) the Bank’s prime rate plus 2.50% and (y) 6.00%. Revolving loans under Facility 2 and Facility 3 bear interest at a rate per annum equal to the greater of (x) the Bank’s prime rate and (y) 3.50%. The term of the Credit Facility is 38 months, maturing on May 31, 2020, except that the Facility 3 will mature one year earlier, on May 31, 2019. The Credit Facility is secured by a first priority lien in favor of the Bank on substantially all of the personal property owned by the Company as well as mortgages on four parcels of real property owned by the Company in 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 Company drew $25 million under Tranche A, which was used to repay the Company’s previous credit facility and to pay transaction costs associated with closing the Credit Facility. Under the terms of the Credit Agreement, all draws under Facility 2 for letters of credit or revolving loans and all draws under Facility 3 must be secured by cash collateral in an amount equal to 100% of the aggregate stated amount of the letters of credit issued and revolving loans outstanding through draws from Facility 1 or other available cash of the Company. Each issuance of a letter of credit under Facility 2 will require the payment of a letter of credit fee to the Bank equal to a rate per annum of 1.75% on the daily amount available to be drawn under the letter of credit, which fee shall be payable in quarterly installments in arrears. Letters of credit totaling $6.2 million that were outstanding under a $9.5 million letter of credit facility previously provided to the Company by the Bank, which letter of credit facility was set to mature on April 1, 2017, are treated as letters of credit under Facility 2. The terms of the Credit Agreement provide that the Bank be paid an unused facility fee on the average daily unused balance of Facility 1 at a rate per annum equal to 0.50%, which fee is payable quarterly in arrears. In addition, the Company is required to maintain, on deposit in one or more non-interest bearing accounts, a minimum of $5 million in quarterly average aggregate balances which if not maintained, results in a fee of $12,500 payable to the Bank for that quarter and, in the event that the Company terminates the Credit Facility or refinances with another lender within 18 months of closing, the Company is required to pay the Bank a breakage fee of $500,000. In addition to the foregoing, the Credit Agreement contains customary representations, warranties and affirmative and negative covenants, including financial covenants that restrict capital expenditures, prohibit the incurrence of a net loss for any fiscal year commencing with the fiscal year ending December 31, 2019 and require a minimum adjusted EBITDA and a minimum tangible net worth, which is an annual covenant, as well as events of default customary for facilities of this type. As of June 30, 2018, the Company is in compliance with all covenants. As of June 30, 2018, the Company had $25.0 million outstanding under the Credit Facility; offset by $0.8 million of deferred finance fees. As of December 31, 2017, the Company had $53.4 million outstanding under the Credit Facility; offset by $0.7 million of deferred finance fees. As of June 30, 2018 and December 31, 2017, there were letters of credit in the aggregate outstanding principal amount of $8.5 million and $7.2 million, respectively. During the six months ended June 30, 2018, the Company repaid all outstanding amounts as of December 31, 2017 on Facility 2 of $17.8 million and Facility 3 of $15 million. Scheduled maturities of long-term debt at June 30, 2018 are as follows: Year ending December 31, 2018 $ - 2019 - 2020 25,000 $ 25,000 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2018 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | 6. STOCKHOLDERS’ EQUITY Restricted Stock The Company has two stock incentive plans: a Long-Term Incentive Plan (the “LTIP”) and a Non-Employee Directors Restricted Stock Plan (the “Non-Employee Directors Plan”). Under the LTIP, certain employees receive awards of restricted shares of common stock based on service and performance. The number of shares granted to each employee is based on the fair market value of a share of common stock on the date of grant. On February 23, 2018, restricted shares were granted to certain employees of the Company, which shares vested immediately. There is no restriction on the right to vote or the right to receive dividends with respect to any of such restricted shares, however, the recipient can only sell or other transfer the shares after the expiration of specified period of time from 120 to 240 days following the date of grant. On May 13, 2016 and January 16, 2017, performance-based restricted shares were granted to certain employees of the Company, which vest on March 15, 2017 and March 15, 2018 based upon the attainment of a financial metric during each fiscal year ending December 31, 2016 and 2017. These shares vested as of March 31, 2018 and are held without restriction. On June 2, 2014 and December 18, 2014, performance-based restricted shares were granted to certain employees of the Company, which vest over three years based upon the attainment of (i) a specified operating income margin during any one or more of the fiscal years in the period beginning January 1, 2015 and ending December 31, 2017 and (ii) the attainment of earnings before interest, taxes, depreciation and amortization targets during each of the fiscal years ended December 31, 2015 through 2017. There is no restriction on the right to vote or the right to receive dividends with respect to any of these restricted shares. Pursuant to the Non-Employee Directors Plan, each non-employee director of the Company receives an annual award of restricted shares of common stock on the date of the Company’s annual meeting of shareholders. The number of shares granted to each non-employee director is based on the fair market value of a share of common stock on that date. The restricted shares vest on the first anniversary of the grant date. There is no restriction on the right to vote or the right to receive dividends with respect to any of such restricted shares. In 2018, the non-employee directors have foregone the 2018 annual award of shares of restricted stock. For the six months ended June 30, 2018 and 2017, the Company completed a net share settlement for 207,642 and 184,231 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 2018 and/or 2017, 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 $0.4 million for each of the six months ended June 30, 2018 and 2017, 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, 2017 607,994 $ 1.90 Granted 135,568 1.60 Canceled - - Vested (707,654 ) 1.82 Nonvested restricted stock outstanding at June 30, 2018 35,908 2.23 The restricted stock expense for each of the three months ended June 30, 2018 and 2017 was $0.1 million and $0.3 million, respectively. The restricted stock expense for each of the six months ended June 30, 2018 and 2017 was $0.5 million and $0.7 million, respectively. The unrecognized restricted stock expense as of June 30, 2018 and December 31, 2017 was $0.1 million and $0.3 million, respectively. As of June 30, 2018, outstanding restricted shares under the LTIP had aggregate intrinsic value of $0.1 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, 2017 167,667 $ 12.11 2.97 years $ - Canceled (28,667 ) 11.98 - Outstanding at June 30, 2018 139,000 12.14 3.29 years - Vested as of June 30, 2018 139,000 12.14 3.29 years - Exercisable as of June 30, 2018 139,000 12.14 3.29 years - As of June 30, 2018, there was no unrecognized pre-tax compensation expense. The following table presents a summary of stock options outstanding: Range of Exercise Prices At June 30, 2018 Stock Options Outstanding and Exercisable Shares Contractual Weighted Average Life (years) Weighted Average Price $ 4.00-$13.99 91,000 3.92 $ 7.79 $ 14.00-$19.99 17,000 1.59 19.98 $ 20.00-$25.00 31,000 2.35 20.62 139,000 3.29 12.14 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2018 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | 7. INCOME TAXES The provision for income taxes for the three months ended June 30, 2018 and 2017 was less than $0.1 million, or 1.2% of pretax loss, and less than $0.1 million, or 0.7% of pretax loss, respectively. The provision for income taxes for the six months ended June 30, 2018 and 2017 was $0.1 million, or 0.9% of pretax loss, and $0.1 million, or 0.6% 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, 2018. As of June 30, 2018 and December 31, 2017, the Company had not completed its accounting for the tax effects of enactment of the Tax Act; however, the Company has made a reasonable estimate of the effects of the Tax Act’s change in the federal rate and revalued its deferred tax assets based on the rates at which they are expected to reverse in the future, which is generally the new 21% federal corporate tax rate plus applicable state tax rate. Based on the Company’s initial analysis of the impact, it consequently recorded a decrease related to deferred tax assets of $17.7 million as of December 31, 2017. The expense is offset with a corresponding release of valuation allowance. As of June 30, 2018, the Company is continuing to gather additional information to complete its accounting for these items and expects to complete its accounting within the prescribed measurement period. |
CONTINGENCIES
CONTINGENCIES | 6 Months Ended |
Jun. 30, 2018 | |
CONTINGENCIES [Abstract] | |
CONTINGENCIES | 8. CONTINGENCIES In the ordinary conduct of its business, the Company is subject to lawsuits, investigations and claims, including, but not limited to, claims involving students or graduates and routine employment matters. Although the Company cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against it, the Company does not believe that any currently pending legal proceedings to which it is a party will have a material adverse effect on the Company’s business, financial condition, and results of operations or cash flows. On July 6, 2018, the Company received an administrative subpoena from the Attorney General of the State of New Jersey. Pursuant to the subpoena, New Jersey’s Attorney General has requested from the Company documents and detailed information relating to the November 21, 2012, Civil Investigative Demand letter addressed to the Company from the Massachusetts Office of the Attorney General (“MOAG”) that resulted in a Final Judgment by Consent between the Company and the MOAG dated July 13, 2015. The Company has responded to this request and intends to continue cooperating with the New Jersey Attorney General’s Office. |
SEGMENTS
SEGMENTS | 6 Months Ended |
Jun. 30, 2018 | |
SEGMENTS [Abstract] | |
SEGMENTS | 9. SEGMENTS The for-profit education industry has been impacted by numerous regulatory changes, the changing economy and an onslaught of negative media attention. As a result of these challenges, student populations have declined and operating costs have increased. Over the past few years, the Company has closed over ten locations and exited its online business. In 2016, the Company ceased operations in Hartford, Connecticut; Fern Park, Florida; and Henderson (Green Valley), Nevada. In 2017, the Company completed the teach-outs of its Center City Philadelphia, Pennsylvania; Northeast Philadelphia, Pennsylvania; West Palm Beach, Florida; Brockton, Massachusetts and Lowell, Massachusetts schools. All of these schools were previously included in our HOPS segment and are included in the Transitional segment as of December 31, 2017. In the past, we offered any combination of programs at any campus. We have shifted our focus to program offerings that create greater differentiation among campuses and promote attainment of excellence to attract more students and gain market share. Also, strategically, we began offering continuing education training to select employers who hire our graduates and this is best achieved at campuses focused on the applicable profession. As a result of the regulatory environment, market forces and our strategic decisions, we now 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 Transitional segment refers to campuses that are being taught-out and closed and operations that are being phased out. The schools in the Transitional segment employ a gradual teach-out process that enables the schools to continue to operate to allow their current students to complete their course of study. These schools are no longer enrolling new students. 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 in the Transitional segment have been subject to this process and have been strategically identified for closure. We evaluate segment performance based on operating results. Adjustments to reconcile segment results to consolidated results are included under the caption “Corporate,” which primarily includes unallocated corporate activity. During the three and six months ended June 30, 2018, June 30, 2017 and at December 31, 2017, the Company reclassified its Marietta, Georgia campus from the HOPS segment to the Transportation and Skilled Trades segment. This reclassification occurred to address how the Company evaluates performance and allocates resources and was approved by the Company’s Board of Directors. Summary financial information by reporting segment is as follows: For the Three Months Ended June 30, Revenue Operating Income (Loss) 2018 % of Total 2017 % of Total 2018 2017 Transportation and Skilled Trades $ 42,085 68.9 % $ 42,331 68.4 % $ 1,740 $ 786 Healthcare and Other Professions 19,035 31.1 % 16,911 27.3 % 644 (571 ) Transitional - 0.0 % 2,623 4.2 % - (833 ) Corporate - 0.0 % - 0.0 % (5,907 ) (5,413 ) Total $ 61,120 100.0 % $ 61,865 100.0 % $ (3,523 ) $ (6,031 ) For the Six Months Ended June 30, Revenue Operating Income (Loss) 2018 % of Total 2017 % of Total 2018 2017 Transportation and Skilled Trades $ 84,832 69.0 % $ 85,490 67.2 % $ 2,416 $ 2,685 Healthcare and Other Professions 38,177 31.0 % 34,756 27.3 % 887 (258 ) Transitional - 0.0 % 6,898 5.4 % - (1,401 ) Corporate - 0.0 % - 0.0 % (13,088 ) (12,785 ) Total $ 123,009 100.0 % $ 127,144 100.0 % $ (9,785 ) $ (11,759 ) Total Assets June 30, 2018 December 31, 2017 Transportation and Skilled Trades $ 84,005 $ 81,752 Healthcare and Other Professions 10,545 9,143 Transitional - 3,965 Corporate 21,245 60,353 Total $ 115,795 $ 155,213 |
FAIR VALUE
FAIR VALUE | 6 Months Ended |
Jun. 30, 2018 | |
FAIR VALUE [Abstract] | |
FAIR VALUE | 10. 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, 2018 Carrying Amount Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Financial Assets: Cash and cash equivalents $ 3,081 $ 3,081 $ - $ - $ 3,081 Restricted cash 8,490 8,490 - - 8,490 Prepaid expenses and other current assets 2,358 - 2,358 - 2,358 Financial Liabilities: Accrued expenses $ 12,220 $ - $ 12,220 $ - $ 12,220 Other short term liabilities 505 - 505 - 505 Credit facility 24,292 - 19,917 - 19,917 December 31, 2017 Carrying Amount Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Financial Assets: Cash and cash equivalents $ 14,563 $ 14,563 $ - $ - $ 14,563 Restricted cash 39,991 39,991 - - 39,991 Prepaid expenses and other current assets 2,352 - 2,352 - 2,352 Financial Liabilities: Accrued expenses $ 11,771 $ - $ 11,771 $ - $ 11,771 Other short term liabilities 558 - 558 - 558 Credit facility 52,593 - 47,200 - 47,200 We estimate fair value of Facility 1 of the Credit Facility based on a present value analysis utilizing aggregated market yields obtained from independent pricing sources for similar financial instruments. The carrying amounts reported on the Consolidated Balance Sheets for Cash and cash equivalents, Restricted cash and Noncurrent restricted cash approximate fair value because they are highly liquid. The carrying amounts reported on the Consolidated Balance Sheets for Prepaid expenses and other current assets, Accrued expenses and Other short term liabilities approximate fair value due to the short-term nature of these items. |
RELATED PARTY
RELATED PARTY | 6 Months Ended |
Jun. 30, 2018 | |
RELATED PARTY [Abstract] | |
RELATED PARTY | 11. RELATED PARTY The Company has an agreement with MATCO Tools whereby MATCO provides the Company, on an advance commission basis, credits in MATCO branded tools, tool storage, equipment, and diagnostics products. The chief executive officer of the parent Company of MATCO is considered an immediate family member of one of the Company’s board members. The amount of the Company’s purchases from this third party was $0.4 million for the six months ended June 30, 2018. Management believes that its agreement with MATCO is an arm’s length transaction and on similar terms as would have been obtained from unaffiliated third parties. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2018 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS On July 9, 2018, New England Institute of Technology at Palm Beach, Inc. (“NEIT”), a wholly-owned subsidiary of the Company entered into a commercial contract (the “Sale Agreement”) with Elite Property Enterprise, LLC (the “Buyer”), pursuant to which NEIT has agreed to sell to the Buyer the real property owned by NEIT located at 1126 53 rd On July 11, 2018, the Company and its wholly-owned subsidiaries (collectively with the Company, the “Borrowers”) entered into a third amendment (the “Third Amendment”) of the Credit Agreement between the Borrowers and the Bank pursuant to which if the Florida Property is sold, NEIT must deposit the net proceeds of such sale into a non-interest bearing cash collateral account to be held at and by the Bank as additional collateral for the loans outstanding under the Credit Facility rather than applying the net proceeds of the sale to repay outstanding principal amounts under the revolving lease as previously required and reducing availability under the loans required under the terms of the Third Amendment, the Bank reserves the right to apply the funds held in such cash collateral account to the repayment of the outstanding principal balance of the loans outstanding under the Credit Facility. The Third Amendment further provides that if the sale of the Florida Property is not completed by August 23, 2018, NEIT will be required to grant to the Bank a first mortgage lien on the Florida Property. As previously disclosed, our Lincoln College of New England campus at Southington, Connecticut was notified in correspondence dated May 14, 2018, by the New England Association of Schools and Colleges (“NEASC”), the college’s institutional accreditor, that its Commission on Institutions of Higher Education directed the school to show cause why it should not be placed on probation for, among other reasons, the Commission’s belief that the school may not meet seven of NEASC’s Standards of Accreditation. We responded to the show-cause directive and attended an in-person hearing at the NEASC Commission meeting on June 28, 2018, advocating our belief that the areas noted in the May 14, 2018, correspondence from NEASC have previously been satisfied as documented to NEASC. On July 26, 2018, LCNE received correspondence stating the school had been placed on probation by the NEASC Commission at its June 28, 2018, meeting based on its determination the school does not meet its Standards relating to Planning and Evaluation; Organization and Governance; the Academic Program; Students; Teaching, Learning and Scholarship; Institutional Resources; and Educational Effectiveness. Further, based on those areas of non-compliance with the Standards, the NEASC Commission has directed the school to show cause at its meeting on September 21, 2018, why its accreditation should not be withdrawn. Our school representatives will attend the in-person hearing on September 21, 2018, and will also provide NEASC with a response to the letter placing our school on probation by September 4, 2018. This schools revenue, net loss and ending population as of December 31, 2017 was $8.4 million, $1.6 Million, and 397, respectively. |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Business Activities | Business Activities — Lincoln Educational Services Corporation and its subsidiaries (collectively, the “Company”, “we”, “our” and “us”, as applicable) provide diversified career-oriented post-secondary education to recent high school graduates and working adults. The Company, which currently operates 23 schools in 14 states, We operate in three reportable business segments: (a) Transportation and Skilled Trades segment, (b) Healthcare and Other Professions (“HOPS”) segment, and (c) Transitional segment which refers to schools that have been or are currently being taught out. In November 2015, the Board of Directors approved a plan for the Company to divest the schools included in the HOPS segment due to a strategic shift in the Company’s business strategy. The Company underwent an exhaustive process to divest the HOPS schools which proved successful in attracting various prospective purchasers but, ultimately, did not result in a transaction that our Board believed would enhance shareholder value. When the decision was first made by the Board of Directors to divest HOPS, 18 campuses were operating in this segment. By the end of 2017, we had closed seven underperforming campuses leaving a total of eleven campuses remaining under the HOPS segment. The Company believes that the closures of the aforementioned campuses have positioned the HOPS segment and the Company to be more profitable going forward. The combination of several factors, including, among other things, the inability of a prospective purchaser of the HOPS segment to close on the purchase, the improvements the Company has implemented in the HOPS segment operations and the closure of seven underperforming campuses, resulted in the Board reevaluating its divestiture plan and the determination that shareholder value would more likely be enhanced by continuing to operate our HOPS segment as revitalized. Consequently, the Board of Directors has abandoned the plan to divest the HOPS segment and the Company intends to retain and continue to operate the remaining campuses in the HOPS segment. The results of operations of the campuses included in the HOPS segment are reflected as continuing operations in the condensed consolidated financial statements. In 2016, the Company completed the teach-out of its Hartford, Connecticut; Fern Park, Florida and Henderson (Green Valley), Nevada campuses, which originally operated in the HOPS segment. In 2017, the Company completed the teach-out of its Northeast Philadelphia, Pennsylvania; Center City Philadelphia, Pennsylvania; West Palm Beach, Florida; Brockton, Massachusetts; and Lowell, Massachusetts schools, which also were originally in the HOPS segment and all of which were On August 14, 2017, New England Institute of Technology at Palm Beach, Inc., a wholly-owned subsidiary of the Company, consummated the sale of the real property located at 2400 and 2410 Metrocentre Boulevard East, West Palm Beach, Florida, including the improvements and other personal property located thereon (the “West Palm Beach Property”) to Tambone Companies, LLC, pursuant to a previously disclosed purchase and sale agreement entered into on March 14, 2017. Pursuant to the terms of the sale agreement, as subsequently amended, the purchase price for the West Palm Beach Property was $15.8 million. As a result, the Company recorded a gain on the sale in the amount of $1.5 million. As previously disclosed, the West Palm Beach Property served as collateral for a short term loan in the principal amount of $8.0 million obtained by the Company from its lender, Sterling National Bank, on April 28, 2017, which loan matured upon the earlier of the sale of the West Palm Beach Property or October 1, 2017. Accordingly, on August 14, 2017, concurrently with the consummation of the sale of the West Palm Beach Property, the Company repaid the term loan in an aggregate amount of $8.0 million, consisting of principal and accrued interest. The Company continues to hold real property in Palm Beach County, Florida which is expected to be sold in 2018. See additional information in Note 12. |
Liquidity | Liquidity — |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements |
New Accounting Pronouncements | New Accounting Pronouncements In February 2018, the FASB issued ASU 2018-02, “Income Statement-Reporting Comprehensive Income (Topic 220)”. The updated guidance allows entities to reclassify stranded income tax effects resulting from the Tax Cuts and Jobs Act (the “Tax Act”) from accumulated other comprehensive income to retained earnings in their consolidated financial statements. Under the Tax Act, deferred taxes were adjusted to reflect the reduction of the historical corporate income tax rate to the newly enacted corporate income tax rate, which left the tax effects on items within accumulated other comprehensive income stranded at an inappropriate tax rate. The updated guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those years. Early adoption is permitted in any interim period and should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Act is recognized. The Company is in the process of assessing the impact this standard will have on our consolidated financial statements and related disclosures. In November 2016, the FASB issued ASU 2016-18: “Statement of Cash Flows (Topic 230): Restricted Cash.” This guidance was issued to address the disparity that exists in the classification and presentation of changes in restricted cash on the statement of cash flows. The amendments will require that the statement of cash flows explain the change during the period in total cash, cash equivalents and restricted cash. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We adopted the new standard effective January 1, 2018. The amendments were applied using a retrospective transition method to each period presented. The Company includes in its cash and cash-equivalent balances in the condensed consolidated statements of cash flows those amounts that have been classified as restricted cash and restricted cash equivalents for each of the periods presented. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” to address eight specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We adopted the new standard effective January 1, 2018. The adoption of ASU 2016-15 had no impact on the Company’s condensed consolidated financial statements. In May 2014, the FASB issued a comprehensive new revenue recognition standard, ASU 2014-09, “ Revenue from Contracts with Customers We adopted the new standard effective January 1, 2018 using the modified retrospective approach. The Company’s revenue streams primarily consist of tuition and related services provided to students over the course of the program as well as other transactional revenue such as tools. Based on the Company's assessment, the analysis of the contract portfolio under ASU 2016-10 results in the revenue for the majority of the Company's student contracts being recognized over time which is consistent with the Company's previous revenue recognition model. For all student contracts, there is continuous transfer of control to the student and the number of performance obligations under ASU 2016-10 is consistent with those identified under the existing standard. The Company determined the impact of the adoption of the new standard on revenue recognition for student contracts to be immaterial on its condensed consolidated financial statements and disclosures. See additional information in Note 3. In February 2016, the FASB issued guidance requiring lessees to recognize a right-of-use asset and a lease liability on the balance sheet for substantially all leases, with the exception of short-term leases. Leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition in the statements of income. The guidance is effective for annual periods, including interim periods within those periods, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact that the update will have on the Company’s condensed consolidated financial statements. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the value of service and performance-based restricted stock on the fair value of a share of common stock on the date of the grant. The Company amortizes the fair value of service-based restricted stock utilizing straight-line amortization of compensation expense over the requisite service period of the grant. The Company amortizes the fair value of the performance-based restricted stock based on the determination of the probable outcome of the performance condition. If the performance condition is expected to be met, then the Company amortizes the fair value of the number of shares expected to vest utilizing straight-line basis over the requisite performance period of the grant. However, if the associated performance condition is not expected to be met, then the Company does not recognize the stock-based compensation expense. |
Income Taxes | Income Taxes – The Company Income Taxes In accordance with ASC 740, the Company assesses 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. See information regarding the impact of the Tax Cuts and Jobs Act in Note 7. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. During the three and six months ended June 30, 2018 and 2017, the Company did not recognize any interest and penalties expense associated with uncertain tax positions. |
WEIGHTED AVERAGE COMMON SHARES
WEIGHTED AVERAGE COMMON SHARES (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
WEIGHTED AVERAGE COMMON SHARES [Abstract] | |
Weighted Average Numbers of Common Shares Used to Compute Basic And Diluted Loss Per Share | The weighted average number of common shares used to compute basic and diluted loss per share for the three and six months ended June 30, 2018 and 2017 was as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Basic shares outstanding 24,485,500 23,962,055 24,312,500 23,786,656 Dilutive effect of stock options - - - - Diluted shares outstanding 24,485,500 23,962,055 24,312,500 23,786,656 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
REVENUE RECOGNITION [Abstract] | |
Depicts Timing of Revenue Recognition | The following table depicts the timing of revenue recognition: Three months ended June 30, 2018 Six months ended June 30, 2018 Transportation and Skilled Trades Segment Healthcare and Other Professions Segment Transitional Segment Consolidated Transportation and Skilled Trades Segment Healthcare and Other Professions Segment Transitional Segment Consolidated Timing of Revenue Recognition Services transferred at a point in time $ 1,657 $ 957 $ - $ 2,614 $ 3,705 $ 1,692 $ - $ 5,397 Services transferred over time 40,428 18,078 - 58,506 81,127 36,485 - 117,612 Total revenues $ 42,085 $ 19,035 $ - $ 61,120 $ 84,832 $ 38,177 $ - $ 123,009 Three months ended June 30, 2017 Six months ended June 30, 2017 Transportation and Skilled Trades Segment Healthcare and Other Professions Segment Transitional Segment Consolidated Transportation and Skilled Trades Segment Healthcare and Other Professions Segment Transitional Segment Consolidated Timing of Revenue Recognition Services transferred at a point in time $ 1,599 $ 538 $ (65 ) $ 2,072 $ 3,374 $ 1,302 $ (73 ) $ 4,603 Services transferred over time 40,732 16,373 2,688 59,793 82,116 33,454 6,971 122,541 Total revenues $ 42,331 $ 16,911 $ 2,623 $ 61,865 $ 85,490 $ 34,756 $ 6,898 $ 127,144 |
GOODWILL AND LONG-LIVED ASSETS
GOODWILL AND LONG-LIVED ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
GOODWILL AND LONG-LIVED ASSETS [Abstract] | |
Changes in Carrying Amount of Goodwill | The carrying amount of goodwill at June 30 2017 is as follows: Gross Goodwill Balance Accumulated Impairment Losses Net Goodwill Balance Balance as of January 1, 2018 $ 117,176 $ (102,640 ) $ 14,536 Adjustments - - - Balance as of June 30, 2018 $ 117,176 $ (102,640 ) $ 14,536 Gross Goodwill Balance Accumulated Impairment Losses Net Goodwill Balance Balance as of January 1, 2017 $ 117,176 $ (102,640 ) $ 14,536 Adjustments - - - Balance as of June 30, 2017 $ 117,176 $ (102,640 ) $ 14,536 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
LONG-TERM DEBT [Abstract] | |
Long-term Debt | Long-term debt consists of the following: June 30, 2018 December 31, 2017 Credit agreement $ 25,000 $ 53,400 Deferred Financing Fees (708 ) (807 ) 24,292 52,593 Less current maturities - - $ 24,292 $ 52,593 |
Maturities of Long-term Debt | Scheduled maturities of long-term debt at June 30, 2018 are as follows: Year ending December 31, 2018 $ - 2019 - 2020 25,000 $ 25,000 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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, 2017 607,994 $ 1.90 Granted 135,568 1.60 Canceled - - Vested (707,654 ) 1.82 Nonvested restricted stock outstanding at June 30, 2018 35,908 2.23 |
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, 2017 167,667 $ 12.11 2.97 years $ - Canceled (28,667 ) 11.98 - Outstanding at June 30, 2018 139,000 12.14 3.29 years - Vested as of June 30, 2018 139,000 12.14 3.29 years - Exercisable as of June 30, 2018 139,000 12.14 3.29 years - |
Options Outstanding | The following table presents a summary of stock options outstanding: Range of Exercise Prices At June 30, 2018 Stock Options Outstanding and Exercisable Shares Contractual Weighted Average Life (years) Weighted Average Price $ 4.00-$13.99 91,000 3.92 $ 7.79 $ 14.00-$19.99 17,000 1.59 19.98 $ 20.00-$25.00 31,000 2.35 20.62 139,000 3.29 12.14 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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) 2018 % of Total 2017 % of Total 2018 2017 Transportation and Skilled Trades $ 42,085 68.9 % $ 42,331 68.4 % $ 1,740 $ 786 Healthcare and Other Professions 19,035 31.1 % 16,911 27.3 % 644 (571 ) Transitional - 0.0 % 2,623 4.2 % - (833 ) Corporate - 0.0 % - 0.0 % (5,907 ) (5,413 ) Total $ 61,120 100.0 % $ 61,865 100.0 % $ (3,523 ) $ (6,031 ) For the Six Months Ended June 30, Revenue Operating Income (Loss) 2018 % of Total 2017 % of Total 2018 2017 Transportation and Skilled Trades $ 84,832 69.0 % $ 85,490 67.2 % $ 2,416 $ 2,685 Healthcare and Other Professions 38,177 31.0 % 34,756 27.3 % 887 (258 ) Transitional - 0.0 % 6,898 5.4 % - (1,401 ) Corporate - 0.0 % - 0.0 % (13,088 ) (12,785 ) Total $ 123,009 100.0 % $ 127,144 100.0 % $ (9,785 ) $ (11,759 ) Total Assets June 30, 2018 December 31, 2017 Transportation and Skilled Trades $ 84,005 $ 81,752 Healthcare and Other Professions 10,545 9,143 Transitional - 3,965 Corporate 21,245 60,353 Total $ 115,795 $ 155,213 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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, 2018 Carrying Amount Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Financial Assets: Cash and cash equivalents $ 3,081 $ 3,081 $ - $ - $ 3,081 Restricted cash 8,490 8,490 - - 8,490 Prepaid expenses and other current assets 2,358 - 2,358 - 2,358 Financial Liabilities: Accrued expenses $ 12,220 $ - $ 12,220 $ - $ 12,220 Other short term liabilities 505 - 505 - 505 Credit facility 24,292 - 19,917 - 19,917 December 31, 2017 Carrying Amount Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Financial Assets: Cash and cash equivalents $ 14,563 $ 14,563 $ - $ - $ 14,563 Restricted cash 39,991 39,991 - - 39,991 Prepaid expenses and other current assets 2,352 - 2,352 - 2,352 Financial Liabilities: Accrued expenses $ 11,771 $ - $ 11,771 $ - $ 11,771 Other short term liabilities 558 - 558 - 558 Credit facility 52,593 - 47,200 - 47,200 |
SUMMARY OF SIGNIFICANT ACCOUN28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | Aug. 14, 2017USD ($) | Jun. 30, 2018USD ($)State | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)SchoolStateCampusSegment | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Apr. 28, 2017USD ($) | Dec. 31, 2016USD ($) |
Business Activities [Abstract] | ||||||||
Number of schools | School | 23 | |||||||
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 | |||||||
Number of campuses operating under HOPS | Campus | 18 | |||||||
Number of campuses closed under HOPS | Campus | 7 | |||||||
Number of campuses remaining under HOPS | Campus | 11 | |||||||
Liquidity [Abstract] | ||||||||
Gain on sale of property | $ 7 | $ 63 | $ (110) | $ 89 | ||||
Cash and cash equivalents | 11,571 | 13,399 | 11,571 | 13,399 | $ 54,554 | $ 47,715 | ||
Restricted cash | 8,500 | 8,500 | ||||||
Income Taxes [Abstract] | ||||||||
Interest and penalties expense | $ 0 | $ 0 | $ 0 | $ 0 | ||||
West Palm Beach Property [Member] | ||||||||
Liquidity [Abstract] | ||||||||
Cash purchase price | $ 15,800 | |||||||
Gain on sale of property | 1,500 | |||||||
Short term loan | $ 8,000 | |||||||
Repayment of term loan | $ 8,000 |
WEIGHTED AVERAGE COMMON SHARE29
WEIGHTED AVERAGE COMMON SHARES (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Shares used to compute basic and diluted loss income per share [Abstract] | ||||
Basic shares outstanding (in shares) | 24,485,500 | 23,962,055 | 24,312,500 | 23,786,656 |
Dilutive effect of stock options (in shares) | 0 | 0 | 0 | 0 |
Diluted shares outstanding (in shares) | 24,485,500 | 23,962,055 | 24,312,500 | 23,786,656 |
Stock Option 2 [Member] | ||||
Antidilutive Shares Details [Abstract] | ||||
Antidilutive shares excluded from computation of loss per share (in shares) | 23,327 | 537,718 | 74,689 | 583,848 |
Stock Option 1 [Member] | ||||
Antidilutive Shares Details [Abstract] | ||||
Antidilutive shares excluded from computation of loss per share (in shares) | 139,000 | 170,667 |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Disaggregation of Revenue [Abstract] | |||||
Total revenues | $ 61,120 | $ 61,865 | $ 123,009 | $ 127,144 | |
Unearned tuition | 19,419 | 19,419 | $ 24,647 | ||
Revenue recognized included in contract liability | 5,100 | 23,200 | |||
ASU 2016-10 [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Unearned tuition | 19,400 | 19,400 | $ 24,600 | ||
Services Transferred at a Point in Time [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | 2,614 | 2,072 | 5,397 | 4,603 | |
Services Transferred over Time [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | 58,506 | 59,793 | 117,612 | 122,541 | |
Transportation and Skilled Trades Segment [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | 42,085 | 42,331 | 84,832 | 85,490 | |
Transportation and Skilled Trades Segment [Member] | Services Transferred at a Point in Time [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | 1,657 | 1,599 | 3,705 | 3,374 | |
Transportation and Skilled Trades Segment [Member] | Services Transferred over Time [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | 40,428 | 40,732 | 81,127 | 82,116 | |
Healthcare and Other Professions Segment [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | 19,035 | 16,911 | 38,177 | 34,756 | |
Healthcare and Other Professions Segment [Member] | Services Transferred at a Point in Time [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | 957 | 538 | 1,692 | 1,302 | |
Healthcare and Other Professions Segment [Member] | Services Transferred over Time [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | 18,078 | 16,373 | 36,485 | 33,454 | |
Transitional Segment [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | 0 | 2,623 | 0 | 6,898 | |
Transitional Segment [Member] | Services Transferred at a Point in Time [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | 0 | (65) | 0 | (73) | |
Transitional Segment [Member] | Services Transferred over Time [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | $ 0 | $ 2,688 | $ 0 | $ 6,971 |
GOODWILL AND LONG-LIVED ASSET31
GOODWILL AND LONG-LIVED ASSETS (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
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) |
Adjustments | 0 | 0 | ||
Net Goodwill Balance | $ 14,536 | $ 14,536 | $ 14,536 | $ 14,536 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) | Feb. 23, 2018 | Jun. 30, 2018USD ($)Property | Jun. 30, 2018USD ($)Property | Dec. 31, 2017USD ($) | Nov. 29, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Long-term debt [Abstract] | |||||||
Deferred Financing Fees | $ (708,000) | $ (708,000) | $ (807,000) | ||||
Long term debt | 24,292,000 | 24,292,000 | 52,593,000 | ||||
Less current maturities | 0 | 0 | 0 | ||||
Long-term debt, excluding current maturities | 24,292,000 | 24,292,000 | 52,593,000 | ||||
Scheduled maturities of long-term debt [Abstract] | |||||||
2,018 | 0 | 0 | |||||
2,019 | 0 | 0 | |||||
2,020 | 25,000,000 | 25,000,000 | |||||
Long term debt | 25,000,000 | 25,000,000 | |||||
Credit Agreement [Member] | |||||||
Long-term debt [Abstract] | |||||||
Long-term line of credit | $ 25,000,000 | $ 25,000,000 | 53,400,000 | ||||
Term of credit facility | 38 months | ||||||
Expiration date of credit facility | May 31, 2020 | ||||||
Number of properties owned | Property | 4 | 4 | |||||
Percentage of letters of credit margin against available funds in cash collateral | 100.00% | ||||||
Percentage of unused facility fee payable quarterly | 0.50% | ||||||
Minimum quarterly average aggregate balances to be maintained | $ 5,000,000 | ||||||
Bank fees if minimum quarterly average aggregate balances is not maintained | $ 12,500 | ||||||
Closing term to terminate the credit facility | 18 months | ||||||
Breakage fee | $ 500,000 | ||||||
Revolving Credit Facility 1 [Member] | |||||||
Long-term debt [Abstract] | |||||||
Interest rate on credit facility | 6.00% | ||||||
Revolving Credit Facility 1 [Member] | Prime Rate [Member] | |||||||
Long-term debt [Abstract] | |||||||
Interest rate on credit facility | 2.85% | ||||||
Letter of Credit [Member] | |||||||
Long-term debt [Abstract] | |||||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | ||||||
Expiration date of credit facility | Apr. 1, 2017 | ||||||
Percentage of letter of credit fee, quarterly installment | 1.75% | ||||||
Letters of credit outstanding | 8,500,000 | $ 8,500,000 | $ 7,200,000 | $ 6,200,000 | |||
Maximum availability under the facility previously provided | 9,500,000 | 9,500,000 | |||||
Revolving Credit Facility 2 [Member] | |||||||
Long-term debt [Abstract] | |||||||
Line of credit facility, maximum borrowing capacity | 25,000,000 | ||||||
Repayment of debt | $ 17,800,000 | ||||||
Revolving Credit Facility 2 [Member] | Prime Rate [Member] | |||||||
Long-term debt [Abstract] | |||||||
Interest rate on credit facility | 3.50% | ||||||
Revolving Credit Facility 3 [Member] | |||||||
Long-term debt [Abstract] | |||||||
Line of credit facility, maximum borrowing capacity | 15,000,000 | ||||||
Expiration date of credit facility | May 31, 2019 | ||||||
Repayment of debt | $ 15,000,000 | ||||||
Revolving Credit Facility 3 [Member] | Prime Rate [Member] | |||||||
Long-term debt [Abstract] | |||||||
Interest rate on credit facility | 3.50% | ||||||
Credit Facility 1 [Member] | |||||||
Long-term debt [Abstract] | |||||||
Line of credit facility, maximum borrowing capacity | 25,000,000 | ||||||
Maximum [Member] | Credit Agreement [Member] | |||||||
Long-term debt [Abstract] | |||||||
Line of credit facility, maximum borrowing capacity | $ 65,000,000 | $ 55,000,000 | |||||
Tranche A [Member] | Credit Agreement [Member] | |||||||
Long-term debt [Abstract] | |||||||
Long-term line of credit | $ 25,000,000 | $ 25,000,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)Plan$ / sharesshares | Jun. 30, 2017USD ($)shares | Dec. 31, 2017USD ($)$ / sharesshares | |
Stockholders' Equity Note Details [Abstract] | |||||
Number of stock incentive plans | Plan | 2 | ||||
Shares [Abstract] | |||||
Outstanding, beginning balance (in shares) | shares | 167,667 | ||||
Canceled (in shares) | shares | (28,667) | ||||
Outstanding, ending balance (in shares) | shares | 139,000 | 139,000 | 167,667 | ||
Vested (in shares) | shares | 139,000 | 139,000 | |||
Exercisable, ending balance (in shares) | shares | 139,000 | 139,000 | |||
Weighted Average Exercise Price Per Share [Abstract] | |||||
Outstanding, beginning balance (in dollars per share) | $ 12.11 | ||||
Cancelled (in dollars per share) | 11.98 | ||||
Outstanding, ending balance (in dollars per share) | $ 12.14 | 12.14 | $ 12.11 | ||
Vested or expected to vest (in dollars per share) | 12.14 | 12.14 | |||
Exercisable, ending balance (in dollars per share) | $ 12.14 | $ 12.14 | |||
Weighted Average Remaining Contractual Term [Abstract] | |||||
Outstanding | 3 years 3 months 14 days | 2 years 11 months 19 days | |||
Vested or expected to vest | 3 years 3 months 14 days | ||||
Exercisable | 3 years 3 months 14 days | ||||
Aggregate Intrinsic Value [Abstract] | |||||
Outstanding, beginning balance | $ | $ 0 | ||||
Canceled | $ | 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 | 139,000 | 139,000 | |||
Contractual Weighted Average Life | 3 years 3 months 14 days | ||||
Weighted Average Price (in dollars per share) | $ 12.14 | $ 12.14 | |||
Stock Options Exercisable [Abstract] | |||||
Shares (in shares) | shares | 139,000 | 139,000 | |||
Weighted Average Exercise Price (in dollars per share) | $ 3.29 | $ 3.29 | |||
Minimum [Member] | |||||
Stockholders' Equity Note Details [Abstract] | |||||
Expiration period | 120 days | ||||
Maximum [Member] | |||||
Stockholders' Equity Note Details [Abstract] | |||||
Expiration period | 240 days | ||||
Stock Options [Member] | |||||
Aggregate Intrinsic Value [Abstract] | |||||
Unrecognized pre-tax compensation expense | $ | $ 0 | $ 0 | |||
Restricted Stock [Member] | |||||
Shares [Abstract] | |||||
Nonvested restricted stock outstanding, beginning balance (in shares) | shares | 607,994 | ||||
Granted (in shares) | shares | 135,568 | ||||
Canceled (in shares) | shares | 0 | ||||
Vested (in shares) | shares | (707,654) | ||||
Nonvested restricted stock outstanding, ending balance (in shares) | shares | 35,908 | 35,908 | 607,994 | ||
Weighted Average Grant Date Fair Value [Abstract] | |||||
Nonvested restricted stock outstanding, beginning balance (in dollars per share) | $ 1.90 | ||||
Granted (in dollars per share) | 1.60 | ||||
Canceled (in dollars per share) | 0 | ||||
Vested (in dollars per share) | 1.82 | ||||
Nonvested restricted stock outstanding, ending balance (in dollars per share) | $ 2.23 | $ 2.23 | $ 1.90 | ||
Recognized restricted stock expense | $ | $ 100 | $ 300 | $ 500 | $ 700 | |
Unrecognized restricted stock expense | $ | 100 | $ 100 | $ 300 | ||
LTIP [Member] | |||||
Stockholders' Equity Note Details [Abstract] | |||||
Net share settlement for restricted stock (in shares) | shares | 207,642 | 184,231 | |||
Decrease in equity due to payment of tax for employee | $ | $ 400 | $ 400 | |||
LTIP [Member] | June 2, 2014 [Member] | |||||
Stockholders' Equity Note Details [Abstract] | |||||
Vesting period of performance-based shares | 3 years | ||||
Specified operating income margin period | 1 year | ||||
LTIP [Member] | December 18, 2014 [Member] | |||||
Stockholders' Equity Note Details [Abstract] | |||||
Vesting period of performance-based shares | 3 years | ||||
Specified operating income margin period | 1 year | ||||
LTIP [Member] | Restricted Stock [Member] | |||||
Weighted Average Grant Date Fair Value [Abstract] | |||||
Outstanding restricted shares, intrinsic value | $ | $ 100 | $ 100 | |||
$ 4.00-$13.99 [Member] | |||||
Range of Exercise Prices [Abstract] | |||||
Range of Exercise Prices, Minimum (in dollars per share) | $ 4 | ||||
Range of Exercise Prices, Maximum (in dollars per share) | $ 13.99 | ||||
Stock Options Outstanding [Abstract] | |||||
Shares (in shares) | shares | 91,000 | 91,000 | |||
Contractual Weighted Average Life | 3 years 11 months 1 day | ||||
Weighted Average Price (in dollars per share) | $ 7.79 | $ 7.79 | |||
Stock Options Exercisable [Abstract] | |||||
Shares (in shares) | shares | 91,000 | 91,000 | |||
Weighted Average Exercise Price (in dollars per share) | $ 3.92 | $ 3.92 | |||
$ 14.00-$19.99 [Member] | |||||
Range of Exercise Prices [Abstract] | |||||
Range of Exercise Prices, Minimum (in dollars per share) | 14 | ||||
Range of Exercise Prices, Maximum (in dollars per share) | $ 19.99 | ||||
Stock Options Outstanding [Abstract] | |||||
Shares (in shares) | shares | 17,000 | 17,000 | |||
Contractual Weighted Average Life | 1 year 7 months 2 days | ||||
Weighted Average Price (in dollars per share) | $ 19.98 | $ 19.98 | |||
Stock Options Exercisable [Abstract] | |||||
Shares (in shares) | shares | 17,000 | 17,000 | |||
Weighted Average Exercise Price (in dollars per share) | $ 1.59 | $ 1.59 | |||
$ 20.00-$25.00 [Member] | |||||
Range of Exercise Prices [Abstract] | |||||
Range of Exercise Prices, Minimum (in dollars per share) | 20 | ||||
Range of Exercise Prices, Maximum (in dollars per share) | $ 25 | ||||
Stock Options Outstanding [Abstract] | |||||
Shares (in shares) | shares | 31,000 | 31,000 | |||
Contractual Weighted Average Life | 2 years 4 months 6 days | ||||
Weighted Average Price (in dollars per share) | $ 20.62 | $ 20.62 | |||
Stock Options Exercisable [Abstract] | |||||
Shares (in shares) | shares | 31,000 | 31,000 | |||
Weighted Average Exercise Price (in dollars per share) | $ 2.35 | $ 2.35 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
INCOME TAXES [Abstract] | |||||
Provision for income taxes | $ 50 | $ 50 | $ 100 | $ 100 | |
Effective income tax rate | 1.20% | 0.70% | 0.90% | 0.60% | |
Federal corporate tax rate | 21.00% | ||||
Provisional deferred tax expense (benefit) | $ (17,700) |
SEGMENTS (Details)
SEGMENTS (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)SegmentLocation | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
SEGMENTS [Abstract] | |||||
Number of locations closed | Location | 10 | ||||
Number of reportable segments | Segment | 3 | ||||
Summary financial information by reporting segment [Abstract] | |||||
Revenues | $ 61,120 | $ 61,865 | $ 123,009 | $ 127,144 | |
Percentage of Total Revenue | 100.00% | 100.00% | 100.00% | 100.00% | |
Operating Income (Loss) | $ (3,523) | $ (6,031) | $ (9,785) | $ (11,759) | |
Total Assets | 115,795 | 115,795 | $ 155,213 | ||
Transportation and Skilled Trades [Member] | |||||
Summary financial information by reporting segment [Abstract] | |||||
Revenues | 42,085 | 42,331 | 84,832 | 85,490 | |
Healthcare and Other Professions [Member] | |||||
Summary financial information by reporting segment [Abstract] | |||||
Revenues | 19,035 | 16,911 | 38,177 | 34,756 | |
Transitional [Member] | |||||
Summary financial information by reporting segment [Abstract] | |||||
Revenues | 0 | 2,623 | 0 | 6,898 | |
Reportable Segments [Member] | Transportation and Skilled Trades [Member] | |||||
Summary financial information by reporting segment [Abstract] | |||||
Revenues | $ 42,085 | $ 42,331 | $ 84,832 | $ 85,490 | |
Percentage of Total Revenue | 68.90% | 68.40% | 69.00% | 67.20% | |
Operating Income (Loss) | $ 1,740 | $ 786 | $ 2,416 | $ 2,685 | |
Total Assets | 84,005 | 84,005 | 81,752 | ||
Reportable Segments [Member] | Healthcare and Other Professions [Member] | |||||
Summary financial information by reporting segment [Abstract] | |||||
Revenues | $ 19,035 | $ 16,911 | $ 38,177 | $ 34,756 | |
Percentage of Total Revenue | 31.10% | 27.30% | 31.00% | 27.30% | |
Operating Income (Loss) | $ 644 | $ (571) | $ 887 | $ (258) | |
Total Assets | 10,545 | 10,545 | 9,143 | ||
Reportable Segments [Member] | Transitional [Member] | |||||
Summary financial information by reporting segment [Abstract] | |||||
Revenues | $ 0 | $ 2,623 | $ 0 | $ 6,898 | |
Percentage of Total Revenue | 0.00% | 4.20% | 0.00% | 5.40% | |
Operating Income (Loss) | $ 0 | $ (833) | $ 0 | $ (1,401) | |
Total Assets | 0 | 0 | 3,965 | ||
Corporate [Member] | |||||
Summary financial information by reporting segment [Abstract] | |||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | |
Percentage of Total Revenue | 0.00% | 0.00% | 0.00% | 0.00% | |
Operating Income (Loss) | $ (5,907) | $ (5,413) | $ (13,088) | $ (12,785) | |
Total Assets | $ 21,245 | $ 21,245 | $ 60,353 |
FAIR VALUE (Details)
FAIR VALUE (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Carrying Amount [Member] | ||
Financial Assets [Abstract] | ||
Cash and cash equivalents | $ 3,081 | $ 14,563 |
Restricted cash | 8,490 | 39,991 |
Prepaid expenses and other current assets | 2,358 | 2,352 |
Financial Liabilities [Abstract] | ||
Accrued expenses | 12,220 | 11,771 |
Other short-term liabilities | 505 | 558 |
Credit facility | 24,292 | 52,593 |
Fair Value [Member] | ||
Financial Assets [Abstract] | ||
Cash and cash equivalents | 3,081 | 14,563 |
Restricted cash | 8,490 | 39,991 |
Prepaid expenses and other current assets | 2,358 | 2,352 |
Financial Liabilities [Abstract] | ||
Accrued expenses | 12,220 | 11,771 |
Other short-term liabilities | 505 | 558 |
Credit facility | 19,917 | 47,200 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Fair Value [Member] | ||
Financial Assets [Abstract] | ||
Cash and cash equivalents | 3,081 | 14,563 |
Restricted cash | 8,490 | 39,991 |
Prepaid expenses and other current assets | 0 | 0 |
Financial Liabilities [Abstract] | ||
Accrued expenses | 0 | 0 |
Other short-term liabilities | 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 | 2,358 | 2,352 |
Financial Liabilities [Abstract] | ||
Accrued expenses | 12,220 | 11,771 |
Other short-term liabilities | 505 | 558 |
Credit facility | 19,917 | 47,200 |
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 |
Credit facility | $ 0 | $ 0 |
RELATED PARTY (Details)
RELATED PARTY (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2018USD ($) | |
RELATED PARTY [Abstract] | |
Purchases from related party | $ 0.4 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Jul. 09, 2018USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($)Population | May 14, 2018Standard |
Subsequent Events Details [Abstract] | |||||||
Loss on sale of asset | $ (110,000) | $ 89,000 | |||||
Number of standards of accreditation | Standard | 7 | ||||||
Revenues | $ 61,120,000 | $ 61,865,000 | 123,009,000 | 127,144,000 | |||
Net loss | $ (4,104,000) | $ (6,771,000) | $ (10,978,000) | $ (17,700,000) | |||
Lincoln College of New England [Member] | |||||||
Subsequent Events Details [Abstract] | |||||||
Revenues | $ 8,400,000 | ||||||
Net loss | $ (1,600,000) | ||||||
Population | Population | 397 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Events Details [Abstract] | |||||||
Cash purchase price | $ 2,550,000 | ||||||
Real estate brokerage fee percentage | 5.00% | ||||||
Loss on sale of asset | $ (400,000) |