Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 04, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Transition Report | false | |
Entity File Number | 000-51371 | |
Entity Registrant Name | LINCOLN EDUCATIONAL SERVICES CORP | |
Entity Central Index Key | 0001286613 | |
Entity Incorporation, State or Country Code | NJ | |
Entity Tax Identification Number | 57-1150621 | |
Entity Address, Address Line One | 14 Sylvan Way, Suite A | |
Entity Address, City or Town | Parsippany | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07054 | |
City Area Code | 973 | |
Local Phone Number | 736-9340 | |
Title of 12(b) Security | Common Stock, no par value per share | |
Trading Symbol | LINC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 27,000,687 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 47,150 | $ 38,026 |
Accounts receivable, less allowance of $26,303 and $25,174 at September 30, 2021 and December 31, 2020, respectively | 29,985 | 30,021 |
Inventories | 3,155 | 2,394 |
Prepaid income taxes | 238 | 0 |
Prepaid expenses and other current assets | 2,973 | 3,723 |
Assets held for sale | 27,452 | 0 |
Total current assets | 110,953 | 74,164 |
PROPERTY, EQUIPMENT AND FACILITIES - At cost, net of accumulated depreciation and amortization of $152,217 and $176,300 at September 30, 2021 and December 31, 2020, respectively | 23,251 | 48,388 |
OTHER ASSETS: | ||
Noncurrent receivables, less allowance of $4,789 and $3,465 at September 30, 2021 and December 31, 2020, respectively | 18,805 | 16,463 |
Deferred income taxes, net | 32,082 | 35,718 |
Operating lease right-of-use assets | 53,033 | 55,187 |
Goodwill | 14,536 | 14,536 |
Other assets, net | 796 | 734 |
Total other assets | 119,252 | 122,638 |
TOTAL ASSETS | 253,456 | 245,190 |
CURRENT LIABILITIES: | ||
Current portion of credit agreement | 2,000 | 2,000 |
Unearned tuition | 24,691 | 23,453 |
Accounts payable | 16,036 | 15,676 |
Accrued expenses | 15,778 | 16,692 |
Income taxes payable | 0 | 491 |
Current portion of operating lease liabilities | 10,314 | 8,504 |
Other short-term liabilities | 56 | 26 |
Total current liabilities | 68,875 | 66,842 |
NONCURRENT LIABILITIES: | ||
Long-term credit agreement | 13,848 | 15,212 |
Pension plan liabilities | 4,850 | 4,252 |
Long-term portion of operating lease liabilities | 49,135 | 52,702 |
Other long-term liabilities | 2,803 | 3,133 |
Total liabilities | 139,511 | 142,141 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY: | ||
Common stock, no par value - authorized: 100,000,000 shares at September 30, 2021 and December 31, 2020; issued and outstanding: 26,978,432 shares at September 30, 2021 and 26,476,329 shares at December 31, 2020 | 141,377 | 141,377 |
Additional paid-in capital | 31,643 | 30,512 |
Treasury stock at cost - 5,910,541 shares at September 30, 2021 and December 31, 2020 | (82,860) | (82,860) |
Retained earnings | 16,045 | 6,203 |
Accumulated other comprehensive loss | (4,242) | (4,165) |
Total stockholders' equity | 101,963 | 91,067 |
TOTAL LIABILITIES, SERIES A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY | 253,456 | 245,190 |
Series A Convertible Preferred Stock [Member] | ||
SERIES A CONVERTIBLE PREFERRED STOCK | ||
Preferred stock, no par value - 10,000,000 shares authorized, Series A convertible preferred shares, 12,700 shares issued and outstanding at September 30, 2021 and December 31, 2020 | $ 11,982 | $ 11,982 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Accounts receivable, allowance | $ 26,303 | $ 25,174 |
PROPERTY, EQUIPMENT AND FACILITIES - accumulated depreciation and amortization | 152,217 | 176,300 |
OTHER ASSETS: | ||
Noncurrent receivables, allowance | $ 4,789 | $ 3,465 |
STOCKHOLDERS' EQUITY: | ||
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 26,978,432 | 26,476,329 |
Common stock, shares outstanding (in shares) | 26,978,432 | 26,476,329 |
Treasury stock, shares (in shares) | 5,910,541 | 5,910,541 |
Series A Convertible Preferred Stock [Member] | ||
SERIES A CONVERTIBLE PREFERRED STOCK | ||
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 12,700 | 12,700 |
Preferred stock, shares outstanding (in shares) | 12,700 | 12,700 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||||
REVENUE | $ 89,059 | $ 78,792 | $ 247,520 | $ 211,303 |
COSTS AND EXPENSES: | ||||
Educational services and facilities | 38,105 | 34,251 | 104,143 | 90,733 |
Selling, general and administrative | 45,209 | 40,700 | 128,159 | 117,011 |
Loss (gain) on disposition of assets | 0 | 1 | 1 | (96) |
Total costs & expenses | 83,314 | 74,952 | 232,303 | 207,648 |
OPERATING INCOME | 5,745 | 3,840 | 15,217 | 3,655 |
OTHER: | ||||
Interest expense | (292) | (278) | (874) | (960) |
INCOME BEFORE INCOME TAXES | 5,453 | 3,562 | 14,343 | 2,695 |
PROVISION FOR INCOME TAXES | 1,614 | 50 | 3,589 | 150 |
NET INCOME | 3,839 | 3,512 | 10,754 | 2,545 |
PREFERRED STOCK DIVIDENDS | 304 | 1,074 | 912 | 1,074 |
INCOME AVAILABLE TO COMMON SHAREHOLDERS | $ 3,535 | $ 2,438 | $ 9,842 | $ 1,471 |
Basic | ||||
Net income per common share (in dollars per share) | $ 0.11 | $ 0.08 | $ 0.30 | $ 0.05 |
Diluted | ||||
Net income per common share (in dollars per share) | $ 0.11 | $ 0.08 | $ 0.30 | $ 0.05 |
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 25,135,381 | 24,821,665 | 25,043,357 | 24,720,817 |
Diluted (in shares) | 25,135,381 | 24,821,665 | 25,043,357 | 24,720,817 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract] | ||||
Net income | $ 3,839 | $ 3,512 | $ 10,754 | $ 2,545 |
Other comprehensive income (loss) | ||||
Derivative qualifying as a cash flow hedge, net of taxes (nil) | 65 | 57 | 326 | (786) |
Employee pension plan adjustments, net of taxes (nil) | (134) | 140 | (403) | 420 |
Comprehensive income | $ 3,770 | $ 3,709 | $ 10,677 | $ 2,179 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Other comprehensive income (loss) | ||||
Derivative qualifying as a cash flow hedge, taxes | $ 0 | $ 0 | $ 0 | $ 0 |
Employee pension plan adjustments, taxes | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY - 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 | Preferred Stock [Member]Series A Convertible Preferred Stock [Member] |
BALANCE at Dec. 31, 2019 | $ 141,377 | $ 30,145 | $ (82,860) | $ (42,058) | $ (3,456) | $ 43,148 | $ 11,982 |
BALANCE (in shares) at Dec. 31, 2019 | 25,231,710 | 12,700 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | $ 0 | 0 | 0 | (1,750) | 0 | (1,750) | $ 0 |
Employee pension plan adjustments | 0 | 0 | 0 | 0 | 140 | 140 | 0 |
Derivative qualifying as cash flow hedge | 0 | 0 | 0 | 0 | (748) | (748) | 0 |
Stock-based compensation expense | |||||||
Restricted stock | $ 0 | 291 | 0 | 0 | 0 | 291 | $ 0 |
Restricted stock (in shares) | 1,191,262 | 0 | |||||
Net share settlement for equity-based compensation | $ 0 | (172) | 0 | 0 | 0 | (172) | $ 0 |
Net share settlement for equity-based compensation (in shares) | (58,451) | 0 | |||||
BALANCE at Mar. 31, 2020 | $ 141,377 | 30,264 | (82,860) | (43,808) | (4,064) | 40,909 | $ 11,982 |
BALANCE (in shares) at Mar. 31, 2020 | 26,364,521 | 12,700 | |||||
BALANCE at Dec. 31, 2019 | $ 141,377 | 30,145 | (82,860) | (42,058) | (3,456) | 43,148 | $ 11,982 |
BALANCE (in shares) at Dec. 31, 2019 | 25,231,710 | 12,700 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 2,545 | ||||||
Derivative qualifying as cash flow hedge | (786) | ||||||
BALANCE at Sep. 30, 2020 | $ 141,377 | 30,113 | (82,860) | (39,513) | (3,822) | 45,295 | $ 11,982 |
BALANCE (in shares) at Sep. 30, 2020 | 26,476,329 | 12,700 | |||||
BALANCE at Mar. 31, 2020 | $ 141,377 | 30,264 | (82,860) | (43,808) | (4,064) | 40,909 | $ 11,982 |
BALANCE (in shares) at Mar. 31, 2020 | 26,364,521 | 12,700 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | $ 0 | 0 | 0 | 783 | 0 | 783 | $ 0 |
Employee pension plan adjustments | 0 | 0 | 0 | 0 | 140 | 140 | 0 |
Derivative qualifying as cash flow hedge | 0 | 0 | 0 | 0 | (95) | (95) | 0 |
Stock-based compensation expense | |||||||
Restricted stock | $ 0 | 325 | 0 | 0 | 0 | 325 | $ 0 |
Restricted stock (in shares) | 111,376 | 0 | |||||
Net share settlement for equity-based compensation | $ 0 | 0 | 0 | 0 | 0 | 0 | $ 0 |
Net share settlement for equity-based compensation (in shares) | 0 | 0 | |||||
BALANCE at Jun. 30, 2020 | $ 141,377 | 30,589 | (82,860) | (43,025) | (4,019) | 42,062 | $ 11,982 |
BALANCE (in shares) at Jun. 30, 2020 | 26,475,897 | 12,700 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | $ 0 | 0 | 0 | 3,512 | 0 | 3,512 | $ 0 |
Preferred stock dividend | 0 | (1,074) | 0 | 0 | 0 | (1,074) | 0 |
Employee pension plan adjustments | 0 | 0 | 0 | 0 | 140 | 140 | 0 |
Derivative qualifying as cash flow hedge | 0 | 0 | 0 | 0 | 57 | 57 | 0 |
Stock-based compensation expense | |||||||
Restricted stock | $ 0 | 670 | 0 | 0 | 0 | 670 | $ 0 |
Restricted stock (in shares) | 17,096 | 0 | |||||
Net share settlement for equity-based compensation | $ 0 | (72) | 0 | 0 | 0 | (72) | $ 0 |
Net share settlement for equity-based compensation (in shares) | (16,664) | 0 | |||||
BALANCE at Sep. 30, 2020 | $ 141,377 | 30,113 | (82,860) | (39,513) | (3,822) | 45,295 | $ 11,982 |
BALANCE (in shares) at Sep. 30, 2020 | 26,476,329 | 12,700 | |||||
BALANCE at Dec. 31, 2020 | $ 141,377 | 30,512 | (82,860) | 6,203 | (4,165) | 91,067 | $ 11,982 |
BALANCE (in shares) at Dec. 31, 2020 | 26,476,329 | 12,700 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | $ 0 | 0 | 0 | 4,489 | 0 | 4,489 | $ 0 |
Preferred stock dividend | 0 | 0 | 0 | (304) | 0 | (304) | 0 |
Employee pension plan adjustments | 0 | 0 | 0 | 0 | (134) | (134) | 0 |
Derivative qualifying as cash flow hedge | 0 | 0 | 0 | 0 | 211 | 211 | 0 |
Stock-based compensation expense | |||||||
Restricted stock | $ 0 | 493 | 0 | 0 | 0 | 493 | $ 0 |
Restricted stock (in shares) | 574,614 | 0 | |||||
Net share settlement for equity-based compensation | $ 0 | (962) | 0 | 0 | 0 | (962) | $ 0 |
Net share settlement for equity-based compensation (in shares) | (154,973) | 0 | |||||
BALANCE at Mar. 31, 2021 | $ 141,377 | 30,043 | (82,860) | 10,388 | (4,088) | 94,860 | $ 11,982 |
BALANCE (in shares) at Mar. 31, 2021 | 26,895,970 | 12,700 | |||||
BALANCE at Dec. 31, 2020 | $ 141,377 | 30,512 | (82,860) | 6,203 | (4,165) | 91,067 | $ 11,982 |
BALANCE (in shares) at Dec. 31, 2020 | 26,476,329 | 12,700 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 10,754 | ||||||
Derivative qualifying as cash flow hedge | 326 | ||||||
BALANCE at Sep. 30, 2021 | $ 141,377 | 31,643 | (82,860) | 16,045 | (4,242) | 101,963 | $ 11,982 |
BALANCE (in shares) at Sep. 30, 2021 | 26,978,432 | 12,700 | |||||
BALANCE at Mar. 31, 2021 | $ 141,377 | 30,043 | (82,860) | 10,388 | (4,088) | 94,860 | $ 11,982 |
BALANCE (in shares) at Mar. 31, 2021 | 26,895,970 | 12,700 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | $ 0 | 0 | 0 | 2,426 | 0 | 2,426 | $ 0 |
Preferred stock dividend | 0 | 0 | 0 | (304) | 0 | (304) | 0 |
Employee pension plan adjustments | 0 | 0 | 0 | 0 | (134) | (134) | 0 |
Derivative qualifying as cash flow hedge | 0 | 0 | 0 | 0 | 49 | 49 | 0 |
Stock-based compensation expense | |||||||
Restricted stock | $ 0 | 844 | 0 | 0 | 0 | 844 | $ 0 |
Restricted stock (in shares) | 76,195 | 0 | |||||
Net share settlement for equity-based compensation | $ 0 | 0 | 0 | 0 | 0 | 0 | $ 0 |
Net share settlement for equity-based compensation (in shares) | 0 | 0 | |||||
BALANCE at Jun. 30, 2021 | $ 141,377 | 30,887 | (82,860) | 12,510 | (4,173) | 97,741 | $ 11,982 |
BALANCE (in shares) at Jun. 30, 2021 | 26,972,165 | 12,700 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | $ 0 | 0 | 0 | 3,839 | 0 | 3,839 | $ 0 |
Preferred stock dividend | 0 | 0 | 0 | (304) | 0 | (304) | 0 |
Employee pension plan adjustments | 0 | 0 | 0 | 0 | (134) | (134) | 0 |
Derivative qualifying as cash flow hedge | 0 | 0 | 0 | 0 | 65 | 65 | 0 |
Stock-based compensation expense | |||||||
Restricted stock | $ 0 | 756 | 0 | 0 | 0 | 756 | $ 0 |
Restricted stock (in shares) | 6,267 | 0 | |||||
Net share settlement for equity-based compensation | $ 0 | 0 | 0 | 0 | 0 | 0 | $ 0 |
Net share settlement for equity-based compensation (in shares) | 0 | 0 | |||||
BALANCE at Sep. 30, 2021 | $ 141,377 | $ 31,643 | $ (82,860) | $ 16,045 | $ (4,242) | $ 101,963 | $ 11,982 |
BALANCE (in shares) at Sep. 30, 2021 | 26,978,432 | 12,700 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 10,754 | $ 2,545 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 5,620 | 5,546 |
Amortization of deferred finance charges | 136 | 136 |
Deferred income taxes | 3,636 | 0 |
Loss (gain) on disposition of assets | 1 | (96) |
Fixed asset donations | (2,050) | (334) |
Provision for doubtful accounts | 19,816 | 21,692 |
Stock-based compensation expense | 2,093 | 1,286 |
(Increase) decrease in assets: | ||
Accounts receivable | (22,122) | (35,946) |
Inventories | (761) | (1,258) |
Prepaid income taxes and income taxes payable | (729) | 272 |
Prepaid expenses and current assets | 725 | 1,296 |
Other assets, net | 274 | (77) |
Increase (decrease) in liabilities: | ||
Accounts payable | (186) | 1,656 |
Accrued expenses | (914) | 4,663 |
CARES Act student funds liability | 0 | 1,073 |
CARES Act institutional funds liability | 0 | 10,387 |
Unearned tuition | 1,238 | (4,057) |
Other liabilities | 219 | 1,438 |
Total adjustments | 6,996 | 7,677 |
Net cash provided by operating activities | 17,750 | 10,222 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (5,252) | (3,554) |
Proceeds from insurance | 0 | 97 |
Net cash used in investing activities | (5,252) | (3,457) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on borrowings | (1,500) | (27,501) |
Proceeds from borrowings | 0 | 11,000 |
Dividend payment for preferred stock | (912) | (1,074) |
Credit of deferred finance fees | 0 | 3 |
Net share settlement for equity-based compensation | (962) | (244) |
Net cash used in financing activities | (3,374) | (17,816) |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 9,124 | (11,051) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH-Beginning of period | 38,026 | 38,644 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH-End of period | 47,150 | 27,593 |
Cash paid for: | ||
Interest | 795 | 845 |
Income taxes | 681 | 121 |
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Liabilities accrued for or noncash purchases of fixed assets | $ 2,684 | $ 1,847 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2021 | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Business Activities — Lincoln Educational Services Corporation and its subsidiaries (collectively, the “Company”, “we”, “our” and “us”, as applicable) provide diversified career-oriented post-secondary education to recent high school graduates and working adults. The Company, which currently operates 22 schools in 14 states, offers programs in automotive technology, skilled trades (which include HVAC, welding and computerized numerical control and electronic systems technology, among other programs), healthcare services (which include nursing, dental assistant and medical administrative assistant, among other programs), hospitality services (which include culinary, therapeutic massage, cosmetology and aesthetics) and information technology. The schools operate under Lincoln Technical Institute, Lincoln College of Technology, Lincoln Culinary Institute, and Euphoria Institute of Beauty Arts and Sciences and associated brand names. Most of the campuses serve major metropolitan markets and each typically offers courses in multiple areas of study. Five of the campuses are destination schools, which attract students from across the United States and, in some cases, from abroad. The Company’s other campuses primarily attract students from their local communities and surrounding areas. All of the campuses are nationally or regionally accredited and are eligible to participate in federal financial aid programs by the U.S. Department of Education (the “DOE” or the “Department”) and applicable state education agencies and accrediting commissions which allow students to apply for and access federal student loans as well as other forms of financial aid. The Company’s business is organized into two reportable business segments: (a) Transportation and Skilled Trades, and (b) Healthcare and Other Professions (“HOPS”). Liquidity —As of September 30, 2021, the Company had cash and cash equivalents of $47.2 million and a net cash balance of $31.3 million calculated as cash and cash equivalents, less both the short-term and long-term portions of the Company’s Credit Facility (defined below) and can borrow an additional $21.0 million under its Credit Facility. As of December 31, 2020, the Company had a net cash balance of $20.8 million. Basis of Presentation – The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements. Certain information and footnote disclosures normally included in annual financial statements have been omitted or condensed pursuant to such regulations. These financial statements, which should be read in conjunction with the December 31, 2020 audited consolidated financial statements and notes thereto and related disclosures of the Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 ( “ ” September The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. Use of Estimates in the Preparation of Financial Statements – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. On an ongoing basis, the Company evaluates the estimates and assumptions, including those used to determine the incremental borrowing rate to calculate lease liabilities and right-of-use (“ROU”) assets, lease term to calculate lease cost, revenue recognition, bad debts, impairments, useful lives of fixed assets, income taxes, benefit plans and certain accruals. Actual results could differ from those estimates. New Accounting Pronouncements – In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. Reference Rate Reform (Topic 848): Scope In October 2020, the FASB issued ASU 2020-10, “ Codification Improvements In August 2020, the FASB issued ASU 2020-06, “ Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In December 2019, the FASB issued ASU 2019-12, “ Simplifying the Accounting for Income Taxes In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) inancial Instruments—Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) Income Taxes – The Company accounts for income taxes in accordance with ASC Topic 740, “ 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 considers, among other things, historical levels of income, expected future income, the expected timing of the reversals of existing temporary reporting differences, and the expected impact of tax planning strategies that may be implemented to prevent the potential loss of future income tax benefits. Significant judgment is required in determining the future tax consequences of events that have been recognized in our consolidated financial statements and/or tax returns. Differences between anticipated and actual outcomes of these future tax consequences could have a material impact on the Company’s consolidated financial position or results of operations. Changes in, among other things, income tax legislation, statutory income tax rates, or future income levels could materially impact the Company’s valuation of income tax assets and liabilities and could cause our income tax provision to vary significantly among financial reporting periods. During the three and nine months ended September Derivative Instruments —The Company records the fair value of derivative instruments as either assets or liabilities on the balance sheet. The accounting for gains and losses resulting from changes in fair value is dependent on the use of the derivative and whether it is designated and qualifies for hedge accounting. All qualifying hedging activities are documented at the inception of the hedge and must meet the definition of highly effective in offsetting changes to future cash. The Company utilizes the change in variable cash flows method to evaluate hedge effectiveness quarterly. We record the fair value of the qualifying hedges in other long-term liabilities (for derivative liabilities) and other assets (for derivative assets). All unrealized gains and losses on derivatives that are designated and qualify for hedge accounting are reported in other comprehensive income (loss) and recognized when the underlying hedged transaction affects earnings. Changes in the fair value of these derivatives are recognized in other comprehensive income (loss). The Company classifies the cash flows from a cash flow hedge within the same category as the cash flows from the items being hedged. |
NET INCOME PER COMMON SHARE
NET INCOME PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2021 | |
NET INCOME PER COMMON SHARE [Abstract] | |
NET INCOME PER COMMON SHARE | 2. NET INCOME PER COMMON SHARE The Company presents basic and diluted income per common share using the two-class method which requires all outstanding Series A Preferred Stock and unvested restricted common stock that include rights to non-forfeitable dividends (and, therefore, participate in undistributed income with common shareholders) to be included in computing income per common share. Under the two-class method, net income is reduced by the amount of dividends declared in the period for each class of common stock and participating security. The remaining undistributed income is then allocated to common stock and participating securities, based on their respective rights to receive dividends. Series A Preferred Stock and unvested restricted common stock contain non-forfeitable rights to dividends on an if-converted basis and on the same basis as common shares, respectively, and are considered participating securities. The Series A Preferred Stock and unvested restricted common stock are not included in the computation of basic income per common share in periods in which we have a net loss, as the Series A Preferred Stock and unvested restricted common stock are not contractually obligated to share in our net losses. However, the cumulative dividends on preferred stock for the period decreases the income or increases the net loss allocated to common shareholders unless the dividend is paid in the period. Basic income per common share has been computed by dividing net income allocated to common shareholders by the weighted-average number of common shares outstanding. The basic and diluted net income amounts are the same for the three and nine months ended September 30, 2021 and 2020 as a result of the anti-dilutive impact of the potentially dilutive securities. The Company uses the more dilutive method of calculating the diluted income per share by applying the more dilutive of either (a) the treasury stock method, if-converted method, or (b) the two-class method in its diluted income per common share calculation. Potentially dilutive shares are determined by applying the treasury stock method to the assumed exercise of outstanding stock options and the assumed vesting of restricted stock. Potentially dilutive shares issuable upon conversion of the Series A Preferred Stock are calculated using the if-converted method. The following is a reconciliation of the numerator and denominator of the diluted net income per share computations for the periods presented below: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except share data) 2021 2020 2021 2020 Numerator: Net income $ 3,839 $ 3,512 $ 10,754 $ 2,545 Less: preferred stock dividend (304 ) (1,074 ) (912 ) (1,074 ) Less: allocation to preferred stockholders (582 ) (433 ) (1,629 ) (259 ) Less: allocation to restricted stockholders (232 ) (120 ) (635 ) (65 ) Net income allocated to common stockholders $ 2,721 $ 1,885 $ 7,579 $ 1,147 Basic income per share: Denominator: Weighted average common shares outstanding 25,135,381 24,821,665 25,043,357 24,720,817 Basic income per share $ 0.11 $ 0.08 $ 0.30 $ 0.05 Diluted income per share: Denominator: Weighted average number of: Common shares outstanding 25,135,381 24,821,665 25,043,357 24,720,817 Dilutive potential common shares outstanding: Series A Preferred Stock - - - - Unvested restricted stock - - - - Dilutive shares outstanding 25,135,381 24,821,665 25,043,357 24,720,817 Diluted income per share $ 0.11 $ 0.08 $ 0.30 $ 0.05 The following table summarizes the potential weighted average shares of common stock that were excluded from the determination of our diluted shares outstanding as they were anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except share data) 2021 2020 2021 2020 Series A Preferred Stock 5,381,356 - 5,381,356 - Unvested restricted stock 815,383 767,056 823,662 566,370 6,196,739 767,056 6,205,018 566,370 |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2021 | |
REVENUE RECOGNITION [Abstract] | |
REVENUE RECOGNITION | 3. REVENUE RECOGNITION Substantially all of our revenues are considered to be revenues from our contracts with students. The related accounts receivable balances are recorded in our balance sheets as student accounts receivable. We do not have significant revenue recognized from performance obligations that were satisfied in prior periods, and we do not have any transaction price allocated to unsatisfied performance obligations other than in our unearned tuition. We record revenue for students who withdraw from our schools only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Unearned tuition represents contract liabilities primarily related to our tuition revenue. We have elected not to provide disclosure about transaction prices allocated to unsatisfied performance obligations if original contract durations are less than one-year, or if we have the right to consideration from a student in an amount that corresponds directly with the value provided to the student for performance obligations completed to date in accordance with ASU No. 2014-09, “ Revenue from Contracts with Customers (Topic 606)” Unearned tuition in the amount of $24.7 million and $23.5 million is recorded in the current liabilities section of the accompanying condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively. The change in this contract liability balance during the nine-month period ended September 30, 2021 is the result of payments received in advance of satisfying performance obligations, offset by revenue recognized during that period. Revenue recognized for the nine-month period ended September 30, 2021 that was included in the contract liability balance at the beginning of the year was $22.6 million. The following table depicts the timing of revenue recognition: Three months ended September 30, 2021 Nine months ended September 30, 2021 Transportation and Skilled Trades Segment Healthcare and Other Professions Segment Consolidated Transportation and Skilled Trades Segment Healthcare and Other Professions Segment Consolidated Timing of Revenue Recognition Services transferred at a point in time $ 6,203 $ 1,618 $ 7,821 $ 14,788 $ 4,234 $ 19,022 Services transferred over time 58,747 22,491 81,238 162,798 65,700 228,498 Total revenues $ 64,950 $ 24,109 $ 89,059 $ 177,586 $ 69,934 $ 247,520 Three months ended September 30, 2020 Nine months ended September 30, 2020 Transportation and Skilled Trades Segment Healthcare and Other Professions Segment Consolidated Transportation and Skilled Trades Segment Healthcare and Other Professions Segment Consolidated Timing of Revenue Recognition Services transferred at a point in time $ 5,520 $ 1,466 $ 6,986 $ 10,056 $ 3,479 $ 13,535 Services transferred over time 51,308 20,498 71,806 138,743 59,025 197,768 Total revenues $ 56,828 $ 21,964 $ 78,792 $ 148,799 $ 62,504 $ 211,303 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2021 | |
LEASES [Abstract] | |
LEASES | 4. LEASES The Company determines if an arrangement is a lease at inception. The Company considers any contract where there is an identified asset and the Company has the right to control the use of such asset as a lease. An operating lease ROU asset represents the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As all of the Company’s operating leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available on the adoption date in determining the present value of lease payments. We estimate the incremental borrowing rate based on a yield curve analysis, utilizing the interest rate derived from the fair value analysis of our credit facility and adjusting it for factors that appropriately reflect the profile of secured borrowing over the expected term of the lease. The operating lease ROU assets include any lease payments made prior to the rent commencement date and exclude lease incentives. Our leases have remaining lease terms of one year to 11 years. Lease terms may include options to extend the lease term used in determining the lease obligation when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments are recognized on a straight-line basis over the lease term for operating leases. See Note 13 which discusses the sale lease-back transaction relating to the Company’s Denver and Grand Prairie campuses which closed on October 29, 2021. O pera ti $ million and $ $ million and $ Our variable lease costs for the three and nine months ended September 30, 2021 were less than $ million. Supplemental cash flow information and non-cash activity related to our operating leases are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operating cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 3,972 $ 3,894 $ 11,009 $ 11,537 Non-cash activity: Lease liabilities arising from obtaining right-of-use assets $ 1,220 $ 6,311 $ 4,421 $ 15,092 Weighted-average remaining lease term and discount rate for our operating leases is as follows: As of September 30, 2021 2020 Weighted-average remaining lease term 5.49 years 6.29 years Weighted-average discount rate 10.77 % 11.38 % Maturities of lease liabilities by fiscal year for our operating leases as of September 30, 2021 are as follows: Year ending December 31, 2021 (excluding the nine months ended September 30, 2021) $ 3,938 2022 15,926 2023 14,981 2024 13,413 2025 11,399 2026 3,241 Thereafter 15,441 Total lease payments 78,339 Less: imputed interest (18,890 ) Present value of lease liabilities $ 59,449 |
GOODWILL AND LONG-LIVED ASSETS
GOODWILL AND LONG-LIVED ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
GOODWILL [Abstract] | |
GOODWILL AND LONG-LIVED ASSETS | 5. GOODWILL AND LONG-LIVED ASSETS The Company reviews long-lived assets for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. There were no long-lived asset impairments during the months ended September 30 and . The Company reviews goodwill for impairment when indicators of impairment exist. Annually, or more frequently if necessary, the Company evaluates goodwill for impairment, with any resulting impairment reflected as an operating expense. The Company has concluded that, as of September 30 , there were no indicators of potential impairment and, accordingly, the Company did not test goodwill for impairment. The carrying amount of goodwill at September 30 , and is as follows: Gross Goodwill Balance Accumulated Impairment Losses Net Goodwill Balance Balance as of January 1, 2021 $ 117,176 $ (102,640 ) $ 14,536 Adjustments - - - Balance as of September 30 2021 $ 117,176 $ (102,640 ) $ 14,536 Gross Goodwill Balance Accumulated Impairment Losses Net Goodwill Balance Balance as of January 1, 2020 $ 117,176 $ (102,640 ) $ 14,536 Adjustments - - - Balance as of September 30 2020 $ 117,176 $ (102,640 ) $ 14,536 As of September 30 , and the goodwill balance is related to the Transportation and Skilled Trades segment. |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2021 | |
LONG-TERM DEBT [Abstract] | |
LONG-TERM DEBT | 6. LONG-TERM DEBT Long-term debt consists of the following: September 30, 2021 December 31, 2020 Credit agreement $ 16,333 $ 17,833 Deferred Financing Fees (485 ) (621 ) 15,848 17,212 Less current maturities (2,000 ) (2,000 ) $ 13,848 $ 15,212 Credit Facility with Sterling National Bank On November 14, 2019, the Company entered into a new senior secured credit agreement (the “Credit Agreement”) with its lender, Sterling National Bank (the “Lender”), providing for borrowing in the aggregate principal amount of up to $60 million (the “Credit Facility”). The Credit Facility is comprised of four facilities: (1) a $ million senior secured term loan maturing on (the “Term Loan”), with monthly interest and principal payments based on -month amortization with the outstanding balance due on the maturity date; (2) a $ million senior secured delayed draw term loan maturing on (the “Delayed Draw Term Loan”), with monthly interest payments for the first months and thereafter monthly payments of interest and principal based on -month amortization and all balances due on the maturity date; (3) a $ million senior secured committed revolving line of credit providing a sublimit of up to $ million for standby letters of credit maturing on (the “Revolving Loan”), with payments of interest only; and (4) a $ million senior secured non-restoring line of credit maturing on (the “Line of Credit Loan”). The Credit Agreement gives the Company the right to permanently terminate, in its entirety, the Revolving Loan or the Line of Credit Loan or permanently reduce the amount available for borrowing under the Revolving Loan or the Line of Credit Loan. In April 2020, the Company terminated the Line of Credit Loan. On November the Company entered into an amendment to its Credit Agreement to extend the Delayed Draw Availability Period by to May and to increase the amount of permitted cash dividends that the Company can pay on its Series A Preferred Stock during the twenty-four months of the Credit Agreement from to . The Credit Facility is secured by a first priority lien in favor of the Lender on substantially all of the personal property owned by the Company, as well as a pledge of the stock and other equity in the Company’s subsidiaries and mortgages on parcels of real property owned by the Company in Colorado, Tennessee and Texas, at which three of the Company’s schools are located, as well as a former school property owned by the Company located in Connecticut. At the closing of the Credit Facility, the Lender advanced the Term Loan to the Company, the net proceeds of which were $19.7 million after deduction of the Lender’s origination fee in the amount of $0.3 million and other Lender fees and reimbursements to the Lender that are customary for facilities of this type. The Company used the net proceeds of the Term Loan, together with cash on hand, to repay the existing credit facility and transaction expenses. Pursuant to the terms of the Credit Agreement, letters of credit issued under the Revolving Loan reduce dollar for dollar the availability of borrowings under the Revolving Loan. Accrued interest on each loan under the Credit Facility is payable monthly in arrears. The Term Loan and the Delayed Draw Term Loan bear interest at a floating interest rate based on the then one month London Interbank Offered Rate (“LIBOR”) plus 3.50%. At the closing of the Credit Facility, the Company entered into a swap transaction with the Lender for 100% of the principal balance of the Term Loan, which matures on the same date as the Term Loan. At the end of the borrowing availability period for the Delayed Draw Term Loan, the Company is required to enter into a swap transaction with the Lender for 100% of the principal balance of the Delayed Draw Term Loan, which will mature on the same date as the Delayed Draw Term Loan, pursuant to a swap agreement between the Company and the Lender or the Lender’s affiliate. The Term Loan and Delayed Draw Term Loan are subject to a LIBOR interest rate floor of 0.25% if there is no swap agreement. Revolving Loans bear interest at a floating interest rate based on the then LIBOR plus an indicative spread determined by the Company’s leverage as defined in the Credit Agreement or, if the borrowing of a Revolving Loan is to be repaid within 30 days of such borrowing, the Revolving Loan will accrue interest at the Lender’s prime rate plus 0.50% with a floor of 4.0%. Revolving Loans are subject to a LIBOR interest rate floor of 0.00%. Letters of credit are charged an annual fee equal to (i) an applicable margin determined by the leverage ratio of the Company less (ii) 0.25%, paid quarterly in arrears, in addition to the Lender’s customary fees for issuance, amendment and other standard fees. Letters of credit totaling $4 million that were outstanding under the existing credit facility are treated as letters of credit under the Revolving Loan. Under the terms of the Credit Agreement, the Company may prepay the Term Loan and/or the Delayed Draw Term Loan in full or in part without penalty except for any amount required to compensate the Lender for any swap breakage or other costs incurred in connection with such prepayment. The Lender receives an unused facility fee of 0.50% per annum payable quarterly in arrears on the unused portions of the Revolving Loan. In addition to the foregoing, the Credit Agreement contains customary representations, warranties and affirmative and negative covenants (including financial covenants that (i) restrict capital expenditures, (ii) restrict leverage, (iii) require maintaining minimum tangible net worth, (iv) require maintaining a minimum fixed charge coverage ratio and (v) require the maintenance of a minimum of $5 million in quarterly average aggregate balances on deposit with the Lender, which, if not maintained, will result in the assessment of a quarterly fee of $12,500), as well as events of default customary for facilities of this type. As of September 30, 2021, the Company was in compliance with all debt covenants. The Credit Agreement also limited the payment of cash dividends during the first twenty-four months of the agreement to $1.7 million but an amendment to the Credit Agreement entered into on November 10, 2020 raised the cash dividend limit to $2.3 million in such twenty-four-month O n September 23, 2021, the Company and certain of its subsidiaries entered into a Consent and Waiver Letter Agreement (the “Consent Agreement”) to the Company’s existing Credit Agreement. The Consent Agreement consents to certain real estate transactions with respect to the Nashville, Denver and Grand Prairie campuses (collectively, the “Property Transactions”) and waives certain covenants in the Credit Agreement, subject to certain conditions specified therein. In addition, in connection with the consummation of the Property Transactions, the Lender has agreed to release its mortgages and other liens on the subject-properties. In connection therewith, at the closing of the Property Transactions, the Company is required to pay in full the outstanding principal and accrued interest of the Term Loan and any swap obligations arising from any swap transaction entered into in connection with the Term Loan. No further borrowings may be made under the Term Loan or the Delayed Draw Term Loan. As of , 2021 and December the Company had and , respectively, outstanding under the Credit Facility offset by and of deferred finance fees, respectively. As of September 30 and December letters of credit in the aggregate outstanding principal amount of $ million were outstanding under the Credit Facility. Scheduled maturities of long-term debt at September 30 , 2021 are as follows: Year ending December 31, 2021 (excluding the nine months ended September 30, 2021) $ 500 2022 2,000 2023 2,000 2024 11,833 $ 16,333 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | 7. STOCKHOLDERS’ EQUITY Common Stock Holders of our common stock are entitled to receive dividends when and as declared by our Board of Directors and have the right to one vote per share on all matters requiring shareholder approval. The Company has not declared or paid any cash dividends on our common stock since the Company’s Board of Directors discontinued our quarterly cash dividend program in February 2015. The Company has no current intentions to resume the payment of cash dividends to holders of common stock in the foreseeable future. Preferred Stock On November 14, 2019, the Company raised gross proceeds of $12.7 million from the sale of 12,700 shares of its newly designated Series A Convertible Preferred Stock, no par value per share (the “Series A Preferred Stock”). The Series A Preferred Stock was designated by the Company’s Board of Directors pursuant to a certificate of amendment to the Company’s amended and restated certificate of incorporation (the “Charter Amendment”). The liquidation preference associated with the Series A Preferred Stock was $1,000 per share at December 31, 2020. Upon issuance each share of Series A Preferred Stock was convertible at $2.36 per share of common stock (as may be adjusted pursuant to the Charter Amendment, the “Conversion Price”) into 423,729 shares of common stock (the number of shares into which the Series A Preferred Stock is convertible at any time, the “Conversion Shares”). The Company incurred issuance costs of $0.7 million as part of this transaction. The description below provides a summary of certain material terms of the Series A Preferred Stock: Securities Purchase Agreement. The Series A Preferred Stock was sold by the Company pursuant to a Securities Purchase Agreement dated as of November 14, 2019 (the “SPA”) among the Company, Juniper Targeted Opportunity Fund, L.P. and Juniper Targeted Opportunities, L.P. (together, “Juniper Purchasers”) and Talanta Investment, Inc. (“Talanta,” together with Juniper Purchasers, the “Investors”). Among other things, the SPA includes covenants relating to the appointment of a director to the Company’s Board of Directors to be selected solely by the holders of the Series A Preferred Stock. Dividends. Dividends on the Series A Preferred Stock (“Series A Dividends”), at the initial annual rate of 9.6% is to be paid, in arrears, from the date of issuance quarterly on each December 31, March 31, June 30 and September 30 with September 30, 2020 being the first dividend payment date. The Company, at its option, may pay dividends either (a) in cash or (b) by increasing the number of Conversion Shares by the dollar amount of the dividend divided by the Conversion Price. The dividend rate is subject to increase (a) 2.4% per annum on the fifth anniversary of the issuance of the Series A Preferred Stock and (b) by 2% per annum but in no event above 14% per annum should the Company fail to perform certain obligations under the Charter Amendment. The Series A Preferred Stock is not currently redeemable and may not become redeemable in the future. As a result, the Company is not required to re-measure the Series A Preferred Stock and does not accrete changes in the redemption value. As of September 30, 2021 and December 31, 2020, we paid $0.9 million and $1.4 million, respectively, in cash dividends on the outstanding shares of Series A Preferred Stock rather than increasing the number of Conversion Shares. Dividends are included in the consolidated balance sheets within additional paid-in-capital when the Company maintains an accumulated deficit. Holders of Series A Preferred Stock Right to Convert into Common Stock. Each share of Series A Preferred Stock, at any time, is convertible into a number of shares of common stock equal to (i) the sum of (A) $1,000 (subject to adjustment as provided in the Charter Amendment) plus (B) the dollar amount of any declared Series A Dividends not paid in cash divided by (ii) the Conversion Price ($2.36 per share subject to anti-dilution adjustments) as of the applicable Conversion Date (as defined in the Charter Amendment). At all times, however, the number of Conversion Shares that can be issued to any holder of Series A Preferred Stock may not result in such holder and its affiliates owning more than 19.99% of the total number of shares of common stock outstanding after giving effect to the conversion (the “Hard Cap”), unless prior shareholder approval is obtained or no longer required by the rules of the principal stock exchange on which the Company’s common stock trades. Mandatory Conversion. If, at any time following November 14, 2022, the volume weighted average price of the Company’s common stock equals or exceeds 2.25 times the Conversion Price (currently $5.31 per share) for a period of 20 consecutive trading days and on each such trading day at least 20,000 shares of common stock was traded, the Company may, at its option and subject to the Hard Cap, require that any or all of the then outstanding shares of Series A Preferred Stock be automatically converted into Conversion Shares. Redemption. Beginning November 14, 2024, the Company may redeem all or any of the Series A Preferred Stock for a cash price equal to the greater of (“Liquidation Preference”) (i) the sum of $1,000 (subject to adjustment as provided in the Charter Amendment) plus the dollar amount of any declared Series A Dividends not paid in cash and (ii) the value of the Conversion Shares were such Series A Preferred Stock converted (as determined in the Charter Amendment) without regard to the Hard Cap. Change of Control. In the event of certain changes of control, some of which are not in the Company’s control, as defined in the Charter Amendment as a “Fundamental Change” or a “Liquidation” (as defined in the Charter Amendment), the holders of Series A Preferred Stock shall be entitled to receive the Liquidation Preference, unless such Fundamental Change is a stock merger in which certain value and volume requirements are met, in which case the Series A Preferred Stock will be converted into common stock in connection with such stock merger. The Company has classified the Series A Preferred Stock as mezzanine equity on the Consolidated Balance Sheet based upon the terms of a change of control which could be outside the Company’s control. Voting. Holders of shares of Series A Preferred Stock will be entitled to vote with the holders of shares of common stock and not as a separate class, at any annual or special meeting of shareholders of the Company, on an as-converted basis, in all cases subject to the Hard Cap. In addition, a majority of the voting power of the Series A Preferred Stock must approve certain significant actions of the Company, including (i) declaring a dividend or otherwise redeeming or repurchasing any shares of common stock and other junior securities, if any, subject to certain exceptions, (ii) incurring indebtedness, except for certain permitted indebtedness and (iii) creating a subsidiary other than a wholly-owned subsidiary. Additional Provisions. The Series A Preferred Stock is perpetual and, therefore, does not have a maturity date. The conversion price of the Series A Preferred Stock is subject to anti-dilution protections if the Company affects a stock split, stock dividend, subdivision, reclassification or combination of its common stock and certain other economically dilutive events. Registration Rights Agreement. The Company also is a party to a Registration Rights Agreement (“RRA”) with the holders of the Series A Preferred Stock. The RRA provides for unlimited demand registration rights, of which there can be two underwritten offerings each for at least $5 million in gross proceeds, and piggyback registration rights, with respect to the Conversion Shares. In addition, the RRA obligated the Company to register “for the shelf” the resale of the Conversion Shares through the filing of a registration statement to such effect (the “Resale Shelf Registration Statement”) and have such Resale Shelf Registration Statement declared effective by the Securities and Exchange Commission (the “SEC”). The SEC declared the Resale Shelf Registration Statement effective on October 16, 2020. Restricted Stock The Company currently issues restricted stock awards under the Lincoln Educational Services Corporation 2020 Long-Term Incentive Plan (the “2020 Plan”). As more fully described below, the Company continues to maintain the Lincoln Educational Services Corporation 2005 Long Term Incentive Plan, as amended and amended and restated (the “Prior Plan”) only with respect to awards made thereunder, but, as no shares remain available under the Prior Plan, the Company no longer makes grants under such plan. 2020 Plan On March 26, 2020, the Board adopted the 2020 Plan to provide an incentive to certain directors, officers, employees and consultants of the Company to align their interests in the Company’s success with those of its shareholders through the grant of equity-based awards. On June 16, 2020, the shareholders of the Company approved the 2020 Plan. The 2020 Plan is administered by the Compensation Committee of the Board, or such other qualified committee appointed by the Board, who will, among other duties, have full power and authority to take all actions and to make all determinations required or provided for under the 2020 Plan. Pursuant to the 2020 Plan, the Company may grant options, share appreciation rights, restricted shares, restricted share units, incentive stock options and nonqualified stock options. The 2020 Plan has a duration of 10 years. Subject to adjustment as described in the 2020 Plan, the aggregate number of shares of common stock available for issuance under the 2020 Plan is 2,000,000 shares. On August 6,267 restricted shares of common stock were issued to a non-employee director which vest on May On May 6, 2021, 76,195 restricted shares of common stock were issued to non-employee directors which vest on the first anniversary of the grant date. On June 16, 2020, 111,376 restricted shares of common stock were issued to non-employee directors which are fully vested on June 16, 2021. On August 7, 2020, two non-employee directors were appointed to the Company’s Board of Directors and 17,096 restricted shares of common stock were granted to each of those individuals. These shares vested on June 16, 2021. Also on August 7, 2020, a non-employee director retired from his position on the Company’s Board of Directors and 12,762 restricted shares of common stock held by him which were unvested were accelerated to vest effective August 7, 2020. On February 25, performance-based restricted shares were granted to certain employees of the Company. The shares vest ratably on the , and anniversary dates of the grant based upon the attainment of a financial target during each of the fiscal years ending December and respectively, except in extraordinary circumstances. There is no restriction on the right to vote or the right to receive dividends with respect to any of such restricted shares. For the and nine months ended September 30 the Company recorded expense of million and $ million, respectively, as the expectation of attainment of the target is probable. On February 20, performance-based restricted shares were granted to certain employees of the Company. The shares vest , and on the first, second and third anniversary dates of the grant, respectively, based upon the attainment of a financial target during each fiscal years ending December 31, 2020, 2021 and 2022, respectively, except in extraordinary circumstances. There is no restriction on the right to vote or the right to receive dividends with respect to any of such restricted shares. For the three months ended September 30, 2021 and 2020, the Company recorded expense of $ million and $ million, respectively, as the expectation of attainment of the target is probable. For the nine months ended September 30, 2021 and 2020, the Company recorded expense of $ million and $ million, respectively, as the expectation of attainment of the target is probable. Prior Plan Under the Prior Plan, certain employees received awards of restricted shares of common stock based on service and performance. The number of shares granted to each employee was based on the amount of the award and the fair market value of a share of common stock on the date of grant. The 2020 Plan provides that there will be no new grants under the Prior Plan effective as of the date of shareholder approval, June 16, 2020, of the 2020 Plan. The 2020 Plan also states that the shares available under the 2020 Plan will be two million shares plus the number of shares remaining available under the Prior Plan. As no shares remain available under the Prior Plan, there can be no additional grants thereunder. Outstanding grants under the Prior Plan remain in effect according to their terms. Therefore, those grants are subject to the particular award agreement relating thereto and to the Prior Plan to the extent that the plan addresses those grants. The Prior Plan remains in effect only to that extent. On February 28, 2019, restricted shares were granted to certain employees of the Company under the Prior Plan , which shares ratably vest over . There is no restriction on the right to vote or the right to receive dividends with respect to any of such restricted shares. For each of the months ended September 30 and , the Company recorded expense of $ million in connection with that grant. For the nine months ended September 30, 2021 and 2020, the Company recorded expense of $ million and $ million, respectively, in connection with that grant. For the three months ended September 30, 2021 and 2020, respectively, the Company completed a net share settlement for zero and 16,664 shares and for the nine month ended September 30, 2021 and 2020, respectively, the Company completed a net share settlement for and 75,115 shares on behalf of certain employees who participate in the upon the vesting of the restricted shares pursuant to the terms of the . The net share settlement was in connection with income taxes incurred on restricted shares that vested and were transferred to the employees during 2021 and/or 2020, creating taxable income for the employees. At the employees’ request, the Company will pay those taxes on behalf of the employees in exchange for the employees’ returning an equivalent value of restricted shares to the Company. Those transactions resulted in a decrease of zero and $0.1 million for each of the three months ended September 30, 2021 and 2020 and a decrease of $1.0 million and $0.2 million for the nine months ended September 30, 2021 and 2020, 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, 2020 1,572,159 $ 2.77 Granted 657,076 5.97 Canceled - - Vested (498,936 ) 3.04 Nonvested restricted stock outstanding at September 30 2021 1,730,299 3.87 The restricted stock expense for the three months ended September 30 and was $ million and $ million, respectively. The restricted stock expense for the nine months ended September 30, 2021 and 2020 was $ million and $ million, respectively. The unrecognized restricted stock expense as of September 30, 2021 and December 31, 2020 was $ million and $ million, respectively. As of September 30 , outstanding restricted shares under the had aggregate intrinsic value of $ 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, 2020 81,000 $ 7.79 1.17 years $ - Granted/Vested - - - Canceled - - - Outstanding at September 30 2021 81,000 7.79 0.42 years - Vested as of September 30 2021 81,000 7.79 0.42 years - Exercisable as of September 30 2021 81,000 7.79 0.42 years - As of September 30 , , there was unrecognized pre-tax compensation expense. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | 8. INCOME TAXES The provision for income taxes for the three months ended September 30, 2021 and 2020 was $ million, or of pretax income, and approximately $ million, or of pretax income, respectively. The provision for income taxes for the nine months ended September 30, 2021 and 2020 was $ million, or of pretax income, and approximately $ million, or of pretax loss, respectively. The increase for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 was due to the reversal of a full valuation allowance at December 31, 2020, resulting in an effective tax rate of for the nine months ended September 30, 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES In the ordinary conduct of its business, the Company is subject to certain lawsuits, investigations and claims, including, but not limited to, claims involving students or graduates and routine employment matters. Although the Company cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against it, the Company does not believe that any currently pending legal proceedings to which it is a party will have a material adverse effect on the Company’s business, financial condition, and results of operations or cash flows. Information regarding certain specific legal proceedings in which the Company is involved is contained in Part II, Item 1 hereof as well as in Part I, Item 3, and in Note 15 to the Notes to the Consolidated Financial Statements included in the Company’s Form 10-K. Unless otherwise indicated in this report, all proceedings discussed in the earlier report which are not indicated therein as having been concluded, remain outstanding as of September 30, 2021. |
SEGMENTS
SEGMENTS | 9 Months Ended |
Sep. 30, 2021 | |
SEGMENTS [Abstract] | |
SEGMENTS | 10. SEGMENTS We operate our business in two reportable segments: (a) Transportation and Skilled Trades – The Transportation and Skilled Trades segment offers academic programs mainly in the career-oriented disciplines of transportation and skilled trades (e.g. automotive, diesel, HVAC, welding and manufacturing). Healthcare and Other Professions – The Healthcare and Other Professions segment offers academic programs in the career-oriented disciplines of health sciences, hospitality and business and information technology (e.g. dental assistant, medical assistant, practical nursing, culinary arts and cosmetology). The Company also utilizes the Transitional segment on a limited basis solely when and if it closes a school. We evaluate segment performance based on operating results. Adjustments to reconcile segment results to consolidated results are included under the caption “Corporate,” which primarily includes unallocated corporate activity. Summary financial information by reporting segment is as follows: For the Three Months Ended September 30, Revenue Operating Income (Loss) 2021 % of Total 2020 % of Total 2021 2020 Transportation and Skilled Trades $ 64,950 72.9 % $ 56,828 72.1 % $ 11,842 $ 9,138 Healthcare and Other Professions 24,109 27.1 % 21,964 27.9 % 1,833 1,654 Corporate - - (7,930 ) (6,952 ) Total $ 89,059 100.0 % $ 78,792 100.0 % $ 5,745 $ 3,840 For the Nine Months Ended September 30, Revenue Operating Income (Loss) 2021 % of Total 2020 % of 2021 2020 Transportation and Skilled Trades $ 177,586 71.7 % $ 148,799 70.4 % $ 35,423 $ 18,848 Healthcare and Other Professions 69,934 28.3 % 62,504 29.6 % 7,743 6,388 Corporate - - (27,949 ) (21,581 ) Total $ 247,520 100.0 % $ 211,303 100.0 % $ 15,217 $ 3,655 Total Assets September 30, 2021 December 31, 2020 Transportation and Skilled Trades $ 132,948 $ 133,078 Healthcare and Other Professions 33,516 32,753 Corporate 86,992 79,359 Total $ 253,456 $ 245,190 |
FAIR VALUE
FAIR VALUE | 9 Months Ended |
Sep. 30, 2021 | |
FAIR VALUE [Abstract] | |
FAIR VALUE | 11. FAIR VALUE The carrying amount and estimated fair value of the Company’s financial instrument assets and liabilities, which are not measured at fair value on the Condensed Consolidated Balance Sheet, are listed in the table below: September 30, 2021 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 $ 47,150 $ 47,150 $ - $ - $ 47,150 Prepaid expenses and other current assets 2,973 - 2,973 - 2,973 Financial Liabilities: Accrued expenses $ 15,778 $ - $ 15,778 $ - $ 15,778 Other short term liabilities 56 - 56 - 56 Derivative qualifying cash flow hedge 552 - 552 - 552 Credit facility 15,848 - 14,488 - 14,488 December 31, 2020 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 $ 38,026 $ 38,026 $ - $ - $ 38,026 Prepaid expenses and other current assets 3,723 - 3,723 - 3,723 Financial Liabilities: Accrued expenses $ 16,692 $ - $ 16,692 $ - $ 16,692 Other short term liabilities 26 - 26 - 26 Derivative qualifying cash flow hedge 877 - 877 - 877 Credit facility 17,212 - 15,487 - 15,487 As of September 30, 2021 and December 31, 2020, we estimated the fair value of the Credit Facility based on a present value analysis utilizing aggregate market yields obtained from independent pricing sources for similar financial instruments. The carrying amounts reported on the Consolidated Balance Sheets for Cash and cash equivalents approximate fair value because they are highly liquid. The carrying amounts reported on the Consolidated Balance Sheets for Prepaid expenses and other current assets, Accrued expenses and Other short term liabilities approximate fair value due to the short-term nature of these items. Qualifying Hedge Derivative On November 14, 2019, in connection with its Credit Facility, the Company entered into an interest rate swap for the Term Loan with a notional amount of $20 million which expires on December 1, 2024. The loan has a 10-year straight line amortization. A principal amount of $0.2 million is paid monthly. This interest rate swap converts the floating interest rate Term Loan to a fixed rate, plus a borrowing spread. The interest rate is variable based on LIBOR plus 3.50% and the Company’s fixed rate is 5.36%. The Company designated this interest rate swap as a cash flow hedge. The Company entered into this interest rate swap to hedge exposure resulting from the interest rate risk. The purpose of this hedge is to reduce the variability of the interest rate based on LIBOR. The Company manages these exposures within specified guidelines through the use of derivatives. All of our derivative instruments are utilized for risk management purposes, and the Company does not use derivatives for speculative trading purposes. The following summarizes the fair value of the outstanding derivative: September 30, 2021 December 31, 2020 Liability (1) Liability (1) Notional Fair Value Notional Fair Value Derivative derived as a hedging instrument: Interest Rate Swap $ 16,333 $ 552 $ 17,833 $ 877 (1) The Company’s derivative liability is measured at fair value using observable market inputs such as interest rates and our own credit risk as well as an evaluation of our counterparty’s credit risk. Based on these inputs the derivative liability is classified within Level 2 of the valuation hierarchy. The liability is included in other long-term liabilities in the condensed consolidated balance sheets. The following summarizes the financial statement classification and amount of interest expense recognized on hedging instruments: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Interest Expense Interest Rate Swap $ 100 $ 100 $ 200 $ 100 The following summarizes the effect of derivative instruments designated as hedging instruments in Other Comprehensive Income (Loss): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Derivative qualifying as cash flow hedge Interest rate swap income (loss) $ 65 $ 56 $ 326 $ (786 ) |
COVID-19 PANDEMIC AND CARES ACT
COVID-19 PANDEMIC AND CARES ACT | 9 Months Ended |
Sep. 30, 2021 | |
COVID-19 PANDEMIC AND CARES ACT [Abstract] | |
COVID-19 PANDEMIC AND CARES ACT | 12. COVID-19 PANDEMIC AND CARES ACT The Company began seeing the impact of the global COVID-19 pandemic on its business in early March 2020 and some effects of the pandemic have continued. The spread of COVID-19 has had an unprecedented impact on higher educational institutions across the country, including our schools, and has led to the closure of campuses and the transition of academic programs from in-person instruction to online, remote learning and back. The impact for the Company was primarily related to transitioning classes from in-person, hands-on learning to online, remote learning which resulted in, among other things, additional expenses. Further, related to this transition, some students were placed on leave of absence as they could not complete their externships and some students chose not to participate in online learning. As a result, certain programs were extended due to restricted access to externship sites and classroom labs which did not have a material impact on our consolidated financial statements. In accordance with phased re-opening as applied on a state-by-state basis, all of our schools have now re-opened and the majority of the students who were on leave of absence or had deferred their programs returned to school to finish their programs. The Company has considered the impact of COVID-19 on the assumptions and estimates used to prepare its consolidated financial statements and has determined that there were no material adverse impacts on the Company’s results of operations and financial position at September 30, 2021. The Company expects to continue to be impacted by COVID-19 as the situation remains dynamic and evolving and subject to rapid and possibly material change. Additional impacts may arise of which the Company is not currently aware. The nature and extent of such impacts will depend on future developments, which are highly uncertain and cannot be predicted. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law which includes a $2 trillion federal economic relief package providing financial assistance and other relief to individuals and businesses impacted by the spread of COVID-19. The CARES Act includes provisions for financial assistance and other regulatory relief benefitting students and their postsecondary institutions. The DOE has allocated funds to each institution of higher education based on a formula contained in the CARES Act. The formula is heavily weighted toward institutions with large numbers of Pell Grant recipients. The DOE allocated $ 27.4 million to our schools distributed in equal installments and required them to be utilized by April 30, 2021 and May 14, 2021, respectively. As of September 30, 2021, the Company had distributed the full $ million of its first installment as emergency grants to students and . Proceeds from the second installment for permitted expenses were primarily utilized to either offset original expenses incurred or to reduce student accounts receivable driving a decrease in bad debt expense, both uses resulted in a decrease in our selling, general and administrative expenses On March 19, 2021, the Department of Education released guidance clarifying previous guidance on permitted institutional uses of funds received from the HEERF. In accordance with this guidance, the Company was able to provide financial relief for students who dropped out of school due to COVID-19 related circumstances with unpaid accounts receivable balances covering the period from March 15, 2020 to March 31, 2021. This relief was provided using the Company’s financial resources combined with HEERF funds resulting in a net benefit to bad debt expense of approximately $ million. The Company was also permitted to delay payment of FICA payroll taxes through January 1, 2021 and has done so. The Company will have to repay 50% of the deferred payments by January 3, 2022, and the remaining 50% by January 3, 2023. As of September 30, 2021, the Company had deferred payments of $4.5 million. On December 27, 2020, the Consolidated Appropriations Act, 2021 was signed into law. This annual appropriations bill contained the Coronavirus Response and Relief Supplemental Appropriations Act, 2021 (“CRRSAA”). CRRSAA provided an additional $81.9 billion to the Education Stabilization Fund including $22.7 billion for the HEERF, which were originally created by the CARES Act in March 2020. The higher education provisions of the CRRSAA are intended in part to provide additional financial assistance benefitting students and their postsecondary institutions in the wake of the spread of COVID-19 across the country and its impact on higher educational institutions. Like the CARES Act, the CRRSAA directs the majority of HEERF funds to a general program providing direct grants to institutions. Institutions generally must designate “at least the same amount” of the funds for direct grants to students as was required under the CARES Act. We may only use the new HEERF funds for grants to students. The student grants must prioritize students with exceptional need and may be used for any component of the student’s cost of attendance or for emergency costs that arise due to coronavirus, such as tuition, food, housing, health care (including mental health care), or child care. We may use the remaining HEERF funds to (1) defray expenses associated with coronavirus (including lost revenue, reimbursement for expenses already incurred, technology costs associated with a transition to distance education, faculty and staff trainings, and payroll); (2) carry out student support activities authorized by the Higher Education Act that address needs related to coronavirus; or (3) for additional financial aid grants to students. Upon the passage of the CRRSAA, DOE began allocating the funds to each institution of higher education based on a formula contained in the law. The DOE has allocated a total of $15.4 million to our schools and the funds became available in February 2021. The DOE has begun releasing guidance relating to the use of these funds and is expected to provide additional information in the coming weeks. Failure to comply with requirements for the usage and reporting of these funds could result in requirements to repay some or all of the allocated funds and in other sanctions. As of September 30, 2021, the Company has not drawn down any of these allocated funds. |
PROPERTY SALE AGREEMENTS
PROPERTY SALE AGREEMENTS | 9 Months Ended |
Sep. 30, 2021 | |
PROPERTY SALE AGREEMENTS [Abstract] | |
PROPERTY SALE AGREEMENTS | 13. Property Sale Agreements Property Sale Agreement - Nashville, Tennessee Campus On September 24, 2021, Nashville Acquisition, LLC, a subsidiary of the Company (“Nashville Acquisition”), entered into a Contract for the Purchase of Real Estate (the “Nashville Contract”) to sell the property located at 524 Gallatin Road, Nashville, Tennessee, at which the Company operates its Nashville campus, to SLC Development, LLC, a subsidiary of Southern Land Company (“SLC”), for an aggregate sale price of $34.5 million, subject to customary adjustments at closing. The Company intends to relocate its Nashville campus to a more efficient and technologically advanced facility in the Nashville metropolitan area but has not yet determined a location. Under the terms of the Nashville Contract, the closing of the sale, which is subject to various conditions, is scheduled to take place after a 90-day due diligence period (with an optional 30-day extension thereof). During the due diligence period, SLC has the right to terminate the Nashville Contract for any reason at its discretion. Upon closing, Nashville Acquisition is permitted to occupy the property and continue to operate the Nashville campus on a rent-free basis for a lease-back period of 12 months, and, thereafter, has the option to extend the lease-back period for one 90-day term and three additional 30-day terms pursuant to a lease agreement to be negotiated by the parties during the due diligence period. The closing of the sale transaction is expected to occur in the first quarter of 2022 subject to various closing conditions which must be satisfied or waived; therefore, there can be no assurance that the sale will be consummated on a timely basis or at all. The Nashville property is included in assets held for sale in the condensed consolidated balance sheet as of September 30, 2021. Sale-Leaseback Transaction - Denver, Colorado and Grand Prairie, Texas Campuses On September 24, 2021, Lincoln Technical Institute, Inc. and LTI Holdings, LLC, each a wholly-owned subsidiary of the Company (collectively, “Lincoln”), entered into an Agreement for Purchase and Sale of Property (the “Colorado/Texas Sale Agreement”) for the sale of the properties located at 11194 E. 45th Avenue, Denver, Colorado 80239 and 2915 Alouette Drive, Grand Prairie, Texas 75052, at which the Company operates its Denver and Grand Prairie campuses, respectively, to LNT Denver (Multi) LLC, a subsidiary of LCN Capital Partners (“LNT”), for an aggregate sale price of $46.5 million, subject to customary adjustments at closing. Simultaneously with the closing of the sale, which occurred on October 29, 2021, the parties entered into a triple-net lease agreement for each of the properties pursuant to which the properties are being leased back to Lincoln Technical Institute, Inc. for a twenty-year term at an initial annual base rent, payable quarterly in advance of approximately $2.6 million for the first year with annual 2.00% increases thereafter and includes four subsequent five-year renewal options in which the base rent is reset at the commencement of each renewal term at then current fair market rent for the first year of each renewal term with annual 2.00% increases thereafter in each such renewal term. The lease, in each case, provides Lincoln with a right of first offer should LNT wish to sell the property. The Company has provided a guaranty of the financial and other obligations of Lincoln Technical Institute, Inc. under each lease. The Denver and Grand Prairie properties are included in assets held for sale in the condensed consolidated balance sheet as of September 30, 2021. On October 29, 2021 the sale lease-back transaction closed providing the Company with net proceeds of approximately $28.5 million after deduction of transaction-related expenses of approximately $1.2 million and repayment of the Company’s outstanding term loan and swap termination fee of approximately $16.8 million. |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION [Abstract] | |
Business Activities | Business Activities — Lincoln Educational Services Corporation and its subsidiaries (collectively, the “Company”, “we”, “our” and “us”, as applicable) provide diversified career-oriented post-secondary education to recent high school graduates and working adults. The Company, which currently operates 22 schools in 14 states, offers programs in automotive technology, skilled trades (which include HVAC, welding and computerized numerical control and electronic systems technology, among other programs), healthcare services (which include nursing, dental assistant and medical administrative assistant, among other programs), hospitality services (which include culinary, therapeutic massage, cosmetology and aesthetics) and information technology. The schools operate under Lincoln Technical Institute, Lincoln College of Technology, Lincoln Culinary Institute, and Euphoria Institute of Beauty Arts and Sciences and associated brand names. Most of the campuses serve major metropolitan markets and each typically offers courses in multiple areas of study. Five of the campuses are destination schools, which attract students from across the United States and, in some cases, from abroad. The Company’s other campuses primarily attract students from their local communities and surrounding areas. All of the campuses are nationally or regionally accredited and are eligible to participate in federal financial aid programs by the U.S. Department of Education (the “DOE” or the “Department”) and applicable state education agencies and accrediting commissions which allow students to apply for and access federal student loans as well as other forms of financial aid. The Company’s business is organized into two reportable business segments: (a) Transportation and Skilled Trades, and (b) Healthcare and Other Professions (“HOPS”). |
Liquidity | Liquidity —As of September 30, 2021, the Company had cash and cash equivalents of $47.2 million and a net cash balance of $31.3 million calculated as cash and cash equivalents, less both the short-term and long-term portions of the Company’s Credit Facility (defined below) and can borrow an additional $21.0 million under its Credit Facility. As of December 31, 2020, the Company had a net cash balance of $20.8 million. |
Basis of Presentation | Basis of Presentation – The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements. Certain information and footnote disclosures normally included in annual financial statements have been omitted or condensed pursuant to such regulations. These financial statements, which should be read in conjunction with the December 31, 2020 audited consolidated financial statements and notes thereto and related disclosures of the Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 ( “ ” September The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. On an ongoing basis, the Company evaluates the estimates and assumptions, including those used to determine the incremental borrowing rate to calculate lease liabilities and right-of-use (“ROU”) assets, lease term to calculate lease cost, revenue recognition, bad debts, impairments, useful lives of fixed assets, income taxes, benefit plans and certain accruals. Actual results could differ from those estimates. |
New Accounting Pronouncements | New Accounting Pronouncements – In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. Reference Rate Reform (Topic 848): Scope In October 2020, the FASB issued ASU 2020-10, “ Codification Improvements In August 2020, the FASB issued ASU 2020-06, “ Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In December 2019, the FASB issued ASU 2019-12, “ Simplifying the Accounting for Income Taxes In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) inancial Instruments—Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) |
Income Taxes | Income Taxes – The Company accounts for income taxes in accordance with ASC Topic 740, “ 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 considers, among other things, historical levels of income, expected future income, the expected timing of the reversals of existing temporary reporting differences, and the expected impact of tax planning strategies that may be implemented to prevent the potential loss of future income tax benefits. Significant judgment is required in determining the future tax consequences of events that have been recognized in our consolidated financial statements and/or tax returns. Differences between anticipated and actual outcomes of these future tax consequences could have a material impact on the Company’s consolidated financial position or results of operations. Changes in, among other things, income tax legislation, statutory income tax rates, or future income levels could materially impact the Company’s valuation of income tax assets and liabilities and could cause our income tax provision to vary significantly among financial reporting periods. During the three and nine months ended September |
Derivative Instruments | Derivative Instruments —The Company records the fair value of derivative instruments as either assets or liabilities on the balance sheet. The accounting for gains and losses resulting from changes in fair value is dependent on the use of the derivative and whether it is designated and qualifies for hedge accounting. All qualifying hedging activities are documented at the inception of the hedge and must meet the definition of highly effective in offsetting changes to future cash. The Company utilizes the change in variable cash flows method to evaluate hedge effectiveness quarterly. We record the fair value of the qualifying hedges in other long-term liabilities (for derivative liabilities) and other assets (for derivative assets). All unrealized gains and losses on derivatives that are designated and qualify for hedge accounting are reported in other comprehensive income (loss) and recognized when the underlying hedged transaction affects earnings. Changes in the fair value of these derivatives are recognized in other comprehensive income (loss). The Company classifies the cash flows from a cash flow hedge within the same category as the cash flows from the items being hedged. |
NET INCOME PER COMMON SHARE (Ta
NET INCOME PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
NET INCOME PER COMMON SHARE [Abstract] | |
Reconciliation of Numerator and Denominator of Diluted Net Income Per Share Computations | The following is a reconciliation of the numerator and denominator of the diluted net income per share computations for the periods presented below: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except share data) 2021 2020 2021 2020 Numerator: Net income $ 3,839 $ 3,512 $ 10,754 $ 2,545 Less: preferred stock dividend (304 ) (1,074 ) (912 ) (1,074 ) Less: allocation to preferred stockholders (582 ) (433 ) (1,629 ) (259 ) Less: allocation to restricted stockholders (232 ) (120 ) (635 ) (65 ) Net income allocated to common stockholders $ 2,721 $ 1,885 $ 7,579 $ 1,147 Basic income per share: Denominator: Weighted average common shares outstanding 25,135,381 24,821,665 25,043,357 24,720,817 Basic income per share $ 0.11 $ 0.08 $ 0.30 $ 0.05 Diluted income per share: Denominator: Weighted average number of: Common shares outstanding 25,135,381 24,821,665 25,043,357 24,720,817 Dilutive potential common shares outstanding: Series A Preferred Stock - - - - Unvested restricted stock - - - - Dilutive shares outstanding 25,135,381 24,821,665 25,043,357 24,720,817 Diluted income per share $ 0.11 $ 0.08 $ 0.30 $ 0.05 |
Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table summarizes the potential weighted average shares of common stock that were excluded from the determination of our diluted shares outstanding as they were anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except share data) 2021 2020 2021 2020 Series A Preferred Stock 5,381,356 - 5,381,356 - Unvested restricted stock 815,383 767,056 823,662 566,370 6,196,739 767,056 6,205,018 566,370 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
REVENUE RECOGNITION [Abstract] | |
Depicts Timing of Revenue Recognition | The following table depicts the timing of revenue recognition: Three months ended September 30, 2021 Nine months ended September 30, 2021 Transportation and Skilled Trades Segment Healthcare and Other Professions Segment Consolidated Transportation and Skilled Trades Segment Healthcare and Other Professions Segment Consolidated Timing of Revenue Recognition Services transferred at a point in time $ 6,203 $ 1,618 $ 7,821 $ 14,788 $ 4,234 $ 19,022 Services transferred over time 58,747 22,491 81,238 162,798 65,700 228,498 Total revenues $ 64,950 $ 24,109 $ 89,059 $ 177,586 $ 69,934 $ 247,520 Three months ended September 30, 2020 Nine months ended September 30, 2020 Transportation and Skilled Trades Segment Healthcare and Other Professions Segment Consolidated Transportation and Skilled Trades Segment Healthcare and Other Professions Segment Consolidated Timing of Revenue Recognition Services transferred at a point in time $ 5,520 $ 1,466 $ 6,986 $ 10,056 $ 3,479 $ 13,535 Services transferred over time 51,308 20,498 71,806 138,743 59,025 197,768 Total revenues $ 56,828 $ 21,964 $ 78,792 $ 148,799 $ 62,504 $ 211,303 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
LEASES [Abstract] | |
Supplemental Cash Flow Information and Non-cash Activity Related to Operating Leases | Supplemental cash flow information and non-cash activity related to our operating leases are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operating cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 3,972 $ 3,894 $ 11,009 $ 11,537 Non-cash activity: Lease liabilities arising from obtaining right-of-use assets $ 1,220 $ 6,311 $ 4,421 $ 15,092 |
Weighted Average Remaining Lease Term and Discount Rate | Weighted-average remaining lease term and discount rate for our operating leases is as follows: As of September 30, 2021 2020 Weighted-average remaining lease term 5.49 years 6.29 years Weighted-average discount rate 10.77 % 11.38 % |
Maturities of Lease Liabilities | Maturities of lease liabilities by fiscal year for our operating leases as of September 30, 2021 are as follows: Year ending December 31, 2021 (excluding the nine months ended September 30, 2021) $ 3,938 2022 15,926 2023 14,981 2024 13,413 2025 11,399 2026 3,241 Thereafter 15,441 Total lease payments 78,339 Less: imputed interest (18,890 ) Present value of lease liabilities $ 59,449 |
GOODWILL AND LONG-LIVED ASSETS
GOODWILL AND LONG-LIVED ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
GOODWILL [Abstract] | |
Changes in Carrying Amount of Goodwill | The carrying amount of goodwill at September 30 , and is as follows: Gross Goodwill Balance Accumulated Impairment Losses Net Goodwill Balance Balance as of January 1, 2021 $ 117,176 $ (102,640 ) $ 14,536 Adjustments - - - Balance as of September 30 2021 $ 117,176 $ (102,640 ) $ 14,536 Gross Goodwill Balance Accumulated Impairment Losses Net Goodwill Balance Balance as of January 1, 2020 $ 117,176 $ (102,640 ) $ 14,536 Adjustments - - - Balance as of September 30 2020 $ 117,176 $ (102,640 ) $ 14,536 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
LONG-TERM DEBT [Abstract] | |
Long-term Debt | Long-term debt consists of the following: September 30, 2021 December 31, 2020 Credit agreement $ 16,333 $ 17,833 Deferred Financing Fees (485 ) (621 ) 15,848 17,212 Less current maturities (2,000 ) (2,000 ) $ 13,848 $ 15,212 |
Maturities of Long-term Debt | Scheduled maturities of long-term debt at September 30 , 2021 are as follows: Year ending December 31, 2021 (excluding the nine months ended September 30, 2021) $ 500 2022 2,000 2023 2,000 2024 11,833 $ 16,333 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2020 1,572,159 $ 2.77 Granted 657,076 5.97 Canceled - - Vested (498,936 ) 3.04 Nonvested restricted stock outstanding at September 30 2021 1,730,299 3.87 |
Transactions Pertaining to Option Plans | 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, 2020 81,000 $ 7.79 1.17 years $ - Granted/Vested - - - Canceled - - - Outstanding at September 30 2021 81,000 7.79 0.42 years - Vested as of September 30 2021 81,000 7.79 0.42 years - Exercisable as of September 30 2021 81,000 7.79 0.42 years - |
SEGMENTS (Tables)
SEGMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
SEGMENTS [Abstract] | |
Financial Information by Reporting Segment | Summary financial information by reporting segment is as follows: For the Three Months Ended September 30, Revenue Operating Income (Loss) 2021 % of Total 2020 % of Total 2021 2020 Transportation and Skilled Trades $ 64,950 72.9 % $ 56,828 72.1 % $ 11,842 $ 9,138 Healthcare and Other Professions 24,109 27.1 % 21,964 27.9 % 1,833 1,654 Corporate - - (7,930 ) (6,952 ) Total $ 89,059 100.0 % $ 78,792 100.0 % $ 5,745 $ 3,840 For the Nine Months Ended September 30, Revenue Operating Income (Loss) 2021 % of Total 2020 % of 2021 2020 Transportation and Skilled Trades $ 177,586 71.7 % $ 148,799 70.4 % $ 35,423 $ 18,848 Healthcare and Other Professions 69,934 28.3 % 62,504 29.6 % 7,743 6,388 Corporate - - (27,949 ) (21,581 ) Total $ 247,520 100.0 % $ 211,303 100.0 % $ 15,217 $ 3,655 Total Assets September 30, 2021 December 31, 2020 Transportation and Skilled Trades $ 132,948 $ 133,078 Healthcare and Other Professions 33,516 32,753 Corporate 86,992 79,359 Total $ 253,456 $ 245,190 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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: September 30, 2021 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 $ 47,150 $ 47,150 $ - $ - $ 47,150 Prepaid expenses and other current assets 2,973 - 2,973 - 2,973 Financial Liabilities: Accrued expenses $ 15,778 $ - $ 15,778 $ - $ 15,778 Other short term liabilities 56 - 56 - 56 Derivative qualifying cash flow hedge 552 - 552 - 552 Credit facility 15,848 - 14,488 - 14,488 December 31, 2020 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 $ 38,026 $ 38,026 $ - $ - $ 38,026 Prepaid expenses and other current assets 3,723 - 3,723 - 3,723 Financial Liabilities: Accrued expenses $ 16,692 $ - $ 16,692 $ - $ 16,692 Other short term liabilities 26 - 26 - 26 Derivative qualifying cash flow hedge 877 - 877 - 877 Credit facility 17,212 - 15,487 - 15,487 |
Fair Value of the Outstanding Derivative | The following summarizes the fair value of the outstanding derivative: September 30, 2021 December 31, 2020 Liability (1) Liability (1) Notional Fair Value Notional Fair Value Derivative derived as a hedging instrument: Interest Rate Swap $ 16,333 $ 552 $ 17,833 $ 877 (1) The Company’s derivative liability is measured at fair value using observable market inputs such as interest rates and our own credit risk as well as an evaluation of our counterparty’s credit risk. Based on these inputs the derivative liability is classified within Level 2 of the valuation hierarchy. The liability is included in other long-term liabilities in the condensed consolidated balance sheets. |
Financial Statement Classification and Amount of Interest Expense Recognized on Hedging Instruments | The following summarizes the financial statement classification and amount of interest expense recognized on hedging instruments: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Interest Expense Interest Rate Swap $ 100 $ 100 $ 200 $ 100 |
Derivative Instruments Designated as Hedging Instruments in Other Comprehensive Income/(Loss) | The following summarizes the effect of derivative instruments designated as hedging instruments in Other Comprehensive Income (Loss): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Derivative qualifying as cash flow hedge Interest rate swap income (loss) $ 65 $ 56 $ 326 $ (786 ) |
DESCRIPTION OF BUSINESS AND B_3
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021USD ($)State | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)StateSchoolCampusSegment | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Business Activities [Abstract] | ||||||
Number of schools | School | 22 | |||||
Number of states in which schools operate across the United States | State | 14 | 14 | ||||
Number of campuses treated as destination schools | Campus | 5 | |||||
Number of reportable segments | Segment | 2 | |||||
Liquidity [Abstract] | ||||||
Cash, cash equivalents and restricted cash | $ 47,150 | $ 27,593 | $ 47,150 | $ 27,593 | $ 38,026 | $ 38,644 |
Cash balance | 31,300 | 31,300 | $ 20,800 | |||
Line of credit facility, remaining borrowing capacity | 21,000 | 21,000 | ||||
Income Taxes [Abstract] | ||||||
Interest and penalties expense | $ 0 | $ 0 | $ 0 | $ 0 |
NET INCOME PER COMMON SHARE (De
NET INCOME PER COMMON SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator [Abstract] | ||||||||
Net income | $ 3,839 | $ 2,426 | $ 4,489 | $ 3,512 | $ 783 | $ (1,750) | $ 10,754 | $ 2,545 |
Less: preferred stock dividend | (304) | (1,074) | (912) | (1,074) | ||||
Less: allocation to preferred stockholders | (582) | (433) | (1,629) | (259) | ||||
Less: allocation to restricted stockholders | (232) | (120) | (635) | (65) | ||||
Net income allocated to common stockholders | $ 2,721 | $ 1,885 | $ 7,579 | $ 1,147 | ||||
Denominator [Abstract] | ||||||||
Weighted average common shares outstanding (in shares) | 25,135,381 | 24,821,665 | 25,043,357 | 24,720,817 | ||||
Basic income per share (in dollars per share) | $ 0.11 | $ 0.08 | $ 0.30 | $ 0.05 | ||||
Denominator [Abstract] | ||||||||
Weighted average number of common shares outstanding (in shares) | 25,135,381 | 24,821,665 | 25,043,357 | 24,720,817 | ||||
Diluted shares outstanding (in shares) | 25,135,381 | 24,821,665 | 25,043,357 | 24,720,817 | ||||
Diluted income per share (in dollars per share) | $ 0.11 | $ 0.08 | $ 0.30 | $ 0.05 | ||||
Antidilutive Shares [Abstract] | ||||||||
Antidilutive shares excluded from computation of loss per share (in shares) | 6,196,739 | 767,056 | 6,205,018 | 566,370 | ||||
Unvested Restricted Stock [Member] | ||||||||
Denominator [Abstract] | ||||||||
Dilutive potential common shares outstanding (in shares) | 0 | 0 | 0 | 0 | ||||
Antidilutive Shares [Abstract] | ||||||||
Antidilutive shares excluded from computation of loss per share (in shares) | 815,383 | 767,056 | 823,662 | 566,370 | ||||
Series A Preferred Stock [Member] | ||||||||
Denominator [Abstract] | ||||||||
Dilutive potential common shares outstanding (in shares) | 0 | 0 | 0 | 0 | ||||
Antidilutive Shares [Abstract] | ||||||||
Antidilutive shares excluded from computation of loss per share (in shares) | 5,381,356 | 0 | 5,381,356 | 0 |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
REVENUE RECOGNITION [Abstract] | |||||
Unearned tuition | $ 24,691 | $ 24,691 | $ 23,453 | ||
Revenue recognized included in contract liability | 22,600 | ||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | 89,059 | $ 78,792 | 247,520 | $ 211,303 | |
Services Transferred at a Point in Time [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | 7,821 | 6,986 | 19,022 | 13,535 | |
Services Transferred over Time [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | 81,238 | 71,806 | 228,498 | 197,768 | |
Transportation and Skilled Trades Segment [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | 64,950 | 56,828 | 177,586 | 148,799 | |
Transportation and Skilled Trades Segment [Member] | Services Transferred at a Point in Time [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | 6,203 | 5,520 | 14,788 | 10,056 | |
Transportation and Skilled Trades Segment [Member] | Services Transferred over Time [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | 58,747 | 51,308 | 162,798 | 138,743 | |
Healthcare and Other Professions Segment [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | 24,109 | 21,964 | 69,934 | 62,504 | |
Healthcare and Other Professions Segment [Member] | Services Transferred at a Point in Time [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | 1,618 | 1,466 | 4,234 | 3,479 | |
Healthcare and Other Professions Segment [Member] | Services Transferred over Time [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Total revenues | $ 22,491 | $ 20,498 | $ 65,700 | $ 59,025 |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating Leases [Abstract] | ||||
Operating lease cost | $ 3,800 | $ 3,900 | $ 11,400 | $ 11,400 |
Operating cash flow information [Abstract] | ||||
Cash paid for amounts included in the measurement of operating lease liabilities | 3,972 | 3,894 | 11,009 | 11,537 |
Non-cash activity [Abstract] | ||||
Lease liabilities arising from obtaining right-of-use assets | $ 1,220 | $ 6,311 | $ 4,421 | $ 15,092 |
Weighted Average Remaining Lease Term and Discount Rate [Abstract] | ||||
Weighted-average remaining lease term | 5 years 5 months 26 days | 6 years 3 months 14 days | 5 years 5 months 26 days | 6 years 3 months 14 days |
Weighted-average discount rate | 10.77% | 11.38% | 10.77% | 11.38% |
Maturities of Lease Liabilities [Abstract] | ||||
2021 (excluding the nine months ended September 30, 2021) | $ 3,938 | $ 3,938 | ||
2022 | 15,926 | 15,926 | ||
2023 | 14,981 | 14,981 | ||
2024 | 13,413 | 13,413 | ||
2025 | 11,399 | 11,399 | ||
2026 | 3,241 | 3,241 | ||
Thereafter | 15,441 | 15,441 | ||
Total lease payments | 78,339 | 78,339 | ||
Less: imputed interest | (18,890) | (18,890) | ||
Present value of lease liabilities | $ 59,449 | $ 59,449 | ||
Minimum [Member] | ||||
Operating Leases [Abstract] | ||||
Remaining lease term | 1 year | 1 year | ||
Maximum [Member] | ||||
Operating Leases [Abstract] | ||||
Remaining lease term | 11 years | 11 years | ||
Variable lease cost | $ 100 | $ 100 |
GOODWILL AND LONG-LIVED ASSET_2
GOODWILL AND LONG-LIVED ASSETS (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
GOODWILL [Abstract] | ||||
Impairment of long-lived assets | $ 0 | $ 0 | ||
Changes in carrying amount of goodwill [Abstract] | ||||
Gross Goodwill Balance | 117,176 | 117,176 | $ 117,176 | $ 117,176 |
Accumulated Impairment Losses | (102,640) | (102,640) | (102,640) | (102,640) |
Net Goodwill Balance | 14,536 | 14,536 | $ 14,536 | $ 14,536 |
Adjustments | $ 0 | $ 0 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) $ in Thousands | Nov. 11, 2020USD ($) | Nov. 10, 2020USD ($) | Nov. 14, 2019USD ($)Facility | Sep. 30, 2021USD ($)School | Oct. 29, 2021USD ($) | Dec. 31, 2020USD ($) |
Long-term debt [Abstract] | ||||||
Deferred financing fees | $ (485) | $ (621) | ||||
Long term debt | 15,848 | 17,212 | ||||
Less current maturities | (2,000) | (2,000) | ||||
Long-term debt, excluding current maturities | 13,848 | 15,212 | ||||
Lender's origination fee | 485 | 621 | ||||
Letters of credit outstanding | 4,000 | 4,000 | ||||
Scheduled maturities of long-term debt [Abstract] | ||||||
2021 (excluding the nine months ended September 30, 2021) | 500 | |||||
2022 | 2,000 | |||||
2023 | 2,000 | |||||
2024 | 11,833 | |||||
Long term debt | 16,333 | 17,800 | ||||
Term Loan [Member] | Subsequent Event [Member] | ||||||
Long-term debt [Abstract] | ||||||
Repayment of term loan and swap termination fee | $ 16,500 | |||||
Credit Agreement [Member] | ||||||
Long-term debt [Abstract] | ||||||
Credit agreement | 16,333 | $ 17,833 | ||||
Minimum quarterly average aggregate balances to be maintained | 5,000 | |||||
Bank fees if minimum quarterly average aggregate balances is not maintained | $ 12,500 | |||||
Limit on payment of cash dividends | $ 2,300 | $ 1,700 | ||||
Term to extend delayed draw availability period | 1 year | |||||
Period of consideration for payment of cash dividend | 24 months | |||||
Credit Agreement [Member] | Series A Preferred Stock [Member] | ||||||
Long-term debt [Abstract] | ||||||
Limit on payment of cash dividends | $ 2,300 | $ 1,700 | ||||
Period of consideration for payment of cash dividend | 24 months | |||||
Credit Facility [Member] | ||||||
Long-term debt [Abstract] | ||||||
Line of credit facility, maximum borrowing capacity | $ 60,000 | |||||
Number of facilities available in 2019 credit agreement | Facility | 4 | |||||
Number of schools in states covered under first priority lien | School | 3 | |||||
Credit Facility [Member] | Letter of Credit [Member] | ||||||
Long-term debt [Abstract] | ||||||
Percentage of letter of credit fee, quarterly installment | 0.25% | |||||
Credit Facility [Member] | Term Loan [Member] | ||||||
Long-term debt [Abstract] | ||||||
Deferred financing fees | $ (300) | |||||
Line of credit facility, maximum borrowing capacity | 20,000 | $ 0 | ||||
Expiration date of credit facility | Dec. 1, 2024 | |||||
Line of credit facility, amortization schedule based period for interest and principal payments | 120 months | |||||
Net proceeds from term loan | 19,700 | |||||
Lender's origination fee | $ 300 | |||||
Percentage of swap transaction of principal balance | 100.00% | |||||
Credit Facility [Member] | Term Loan [Member] | LIBOR [Member] | ||||||
Long-term debt [Abstract] | ||||||
Term of variable rate | 1 month | |||||
Interest rate on credit facility | 3.50% | |||||
Credit Facility [Member] | Term Loan [Member] | LIBOR [Member] | Interest Rate Floor [Member] | ||||||
Long-term debt [Abstract] | ||||||
Interest rate on credit facility | 0.25% | |||||
Credit Facility [Member] | Delayed Draw Term Loan [Member] | ||||||
Long-term debt [Abstract] | ||||||
Line of credit facility, maximum borrowing capacity | $ 10,000 | $ 0 | ||||
Expiration date of credit facility | Dec. 1, 2024 | |||||
Line of credit facility, amortization schedule based period for interest and principal payments | 120 months | |||||
Line of credit facility, monthly interest payment period | 18 months | |||||
Percentage of swap transaction of principal balance | 100.00% | |||||
Credit Facility [Member] | Delayed Draw Term Loan [Member] | LIBOR [Member] | ||||||
Long-term debt [Abstract] | ||||||
Term of variable rate | 1 month | |||||
Interest rate on credit facility | 3.50% | |||||
Credit Facility [Member] | Delayed Draw Term Loan [Member] | LIBOR [Member] | Interest Rate Floor [Member] | ||||||
Long-term debt [Abstract] | ||||||
Interest rate on credit facility | 0.25% | |||||
Credit Facility [Member] | Credit Agreement [Member] | ||||||
Long-term debt [Abstract] | ||||||
Line of credit facility, maximum borrowing capacity | $ 15,000 | |||||
Expiration date of credit facility | Jan. 31, 2021 | |||||
Credit Facility [Member] | Revolving Loan [Member] | ||||||
Long-term debt [Abstract] | ||||||
Line of credit facility, maximum borrowing capacity | $ 15,000 | |||||
Expiration date of credit facility | Nov. 13, 2022 | |||||
Line of credit facility, frequency of principal and interest periodic payment | monthly | |||||
Loan repayment period | 30 days | |||||
Credit Facility [Member] | Revolving Loan [Member] | Interest Rate Floor [Member] | ||||||
Long-term debt [Abstract] | ||||||
Interest rate on credit facility | 4.00% | |||||
Credit Facility [Member] | Revolving Loan [Member] | LIBOR [Member] | Interest Rate Floor [Member] | ||||||
Long-term debt [Abstract] | ||||||
Interest rate on credit facility | 0.00% | |||||
Credit Facility [Member] | Revolving Loan [Member] | Prime Rate [Member] | ||||||
Long-term debt [Abstract] | ||||||
Interest rate on credit facility | 0.50% | |||||
Credit Facility [Member] | Revolving Loan [Member] | Letter of Credit [Member] | ||||||
Long-term debt [Abstract] | ||||||
Line of credit facility, maximum borrowing capacity | $ 10,000 | |||||
Letters of credit outstanding | $ 4,000 |
STOCKHOLDERS' EQUITY, Common St
STOCKHOLDERS' EQUITY, Common Stock and Preferred Stock (Details) $ / shares in Units, $ in Thousands | Nov. 14, 2019USD ($)Number$ / sharesshares | Sep. 30, 2021USD ($)Vote$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / shares |
Dividends [Abstract] | ||||
Dividends paid on shares of Series A preferred stock | $ 912 | $ 1,074 | ||
Common Stock [Member] | ||||
Common Stock [Abstract] | ||||
Common stock voting rights per share | Vote | 1 | |||
Cash dividends declared or paid | $ 0 | |||
Preferred Stock [Abstract] | ||||
Number of shares issued upon conversion of preferred stock (in shares) | shares | 423,729 | |||
Series A Preferred Stock [Member] | ||||
Preferred Stock [Abstract] | ||||
Amount raised from issuance of stock | $ 12,700 | |||
Issuance of series A convertible preferred stock, net of issuance costs (in shares) | shares | 12,700 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0 | $ 0 | $ 0 | |
Liquidation preference per share (in dollars per share) | $ / shares | $ 1,000 | |||
Conversion price (in dollars per share) | $ / shares | $ 2.36 | $ 5.31 | ||
Stock issuance cost | $ 700 | |||
Dividends [Abstract] | ||||
Dividend rate | 9.60% | |||
First dividend payment date | Sep. 30, 2020 | |||
Increase in dividend rate on fifth anniversary | 2.40% | |||
Dividends paid on shares of Series A preferred stock | $ 900 | $ 1,400 | ||
Holders of Series A Preferred Stock Right to Convert into Common Stock [Abstract] | ||||
Conversion amount | $ 1,000 | |||
Mandatory Conversion [Abstract] | ||||
Consecutive trading days, in which common stock exceeds the conversion price | 20 days | |||
Redemption [Abstract] | ||||
Amount of adjustment provided in charter agreement after fifth anniversary | $ 1,000 | |||
Registration Rights Agreement [Abstract] | ||||
Number of underwritten offerings | Number | 2 | |||
Series A Preferred Stock [Member] | Minimum [Member] | ||||
Dividends [Abstract] | ||||
Dividend rate if failure to perform certain obligations | 2.00% | |||
Holders of Series A Preferred Stock Right to Convert into Common Stock [Abstract] | ||||
Percentage of common stock owned by holder and affiliates | 19.99% | |||
Mandatory Conversion [Abstract] | ||||
Weighted average price of common stock equals or exceeds the conversion price | 2.25 | |||
Number of shares traded on each trading day (in shares) | shares | 20,000 | |||
Registration Rights Agreement [Abstract] | ||||
Gross proceeds from underwritten offerings | $ 5,000 | |||
Series A Preferred Stock [Member] | Maximum [Member] | ||||
Dividends [Abstract] | ||||
Dividend rate if failure to perform certain obligations | 14.00% |
STOCKHOLDERS' EQUITY, Restricte
STOCKHOLDERS' EQUITY, Restricted Stock and Stock Options (Details) $ / shares in Units, $ in Thousands | Aug. 05, 2021shares | May 06, 2021shares | Aug. 07, 2020Directorshares | Jun. 16, 2020shares | Feb. 20, 2020 | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares |
Shares [Abstract] | ||||||||||
Outstanding, beginning balance (in shares) | 81,000 | |||||||||
Granted (in shares) | 0 | |||||||||
Vested (in shares) | 0 | |||||||||
Canceled (in shares) | 0 | |||||||||
Outstanding, ending balance (in shares) | 81,000 | 81,000 | 81,000 | |||||||
Vested (in shares) | 81,000 | 81,000 | ||||||||
Exercisable, ending balance (in shares) | 81,000 | 81,000 | ||||||||
Weighted Average Exercise Price Per Share [Abstract] | ||||||||||
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 7.79 | |||||||||
Granted (in dollars per share) | $ / shares | 0 | |||||||||
Vested (in dollars per share) | $ / shares | 0 | |||||||||
Canceled (in dollars per share) | $ / shares | 0 | |||||||||
Outstanding, ending balance (in dollars per share) | $ / shares | $ 7.79 | 7.79 | $ 7.79 | |||||||
Vested or expected to vest (in dollars per share) | $ / shares | 7.79 | 7.79 | ||||||||
Exercisable, ending balance (in dollars per share) | $ / shares | $ 7.79 | $ 7.79 | ||||||||
Weighted Average Remaining Contractual Term [Abstract] | ||||||||||
Outstanding | 5 months 1 day | 1 year 2 months 1 day | ||||||||
Vested or expected to vest | 5 months 1 day | |||||||||
Exercisable | 5 months 1 day | |||||||||
Aggregate Intrinsic Value [Abstract] | ||||||||||
Outstanding, beginning balance | $ | $ 0 | |||||||||
Granted | $ | 0 | |||||||||
Canceled | $ | 0 | |||||||||
Vested | $ | 0 | |||||||||
Outstanding, ending balance | $ | $ 0 | 0 | $ 0 | |||||||
Vested or expected to vest | $ | 0 | 0 | ||||||||
Exercisable, ending balance | $ | $ 0 | $ 0 | ||||||||
Restricted Stock [Member] | ||||||||||
Stockholders' Equity Note Details [Abstract] | ||||||||||
Restricted shares granted to each director (in shares) | 17,096 | |||||||||
Shares [Abstract] | ||||||||||
Nonvested restricted stock outstanding, beginning balance (in shares) | 1,572,159 | |||||||||
Granted (in shares) | 657,076 | |||||||||
Canceled (in shares) | 0 | |||||||||
Vested (in shares) | (498,936) | |||||||||
Nonvested restricted stock outstanding, ending balance (in shares) | 1,730,299 | 1,730,299 | 1,572,159 | |||||||
Weighted Average Grant Date Fair Value [Abstract] | ||||||||||
Nonvested restricted stock outstanding, beginning balance (in dollars per share) | $ / shares | $ 2.77 | |||||||||
Granted (in dollars per share) | $ / shares | 5.97 | |||||||||
Canceled (in dollars per share) | $ / shares | 0 | |||||||||
Vested (in dollars per share) | $ / shares | 3.04 | |||||||||
Nonvested restricted stock outstanding, ending balance (in dollars per share) | $ / shares | $ 3.87 | $ 3.87 | $ 2.77 | |||||||
Recognized restricted stock expense | $ | $ 800 | $ 700 | $ 2,100 | $ 1,300 | ||||||
Unrecognized restricted stock expense | $ | 6,700 | 6,700 | $ 3,200 | |||||||
Stock Options [Member] | ||||||||||
Aggregate Intrinsic Value [Abstract] | ||||||||||
Unrecognized pre-tax compensation expense | $ | 0 | $ 0 | ||||||||
2020 Plan [Member] | ||||||||||
Stockholders' Equity Note Details [Abstract] | ||||||||||
Number of shares available for issuance under incentive plan (in shares) | 2,000,000 | |||||||||
2020 Plan [Member] | June 16, 2020 [Member] | ||||||||||
Stockholders' Equity Note Details [Abstract] | ||||||||||
Stock option award issuance, plan duration | 10 years | |||||||||
2020 Plan [Member] | February 25, 2021 [Member] | ||||||||||
Stockholders' Equity Note Details [Abstract] | ||||||||||
Performance-based restricted stock compensation expense | $ | 300 | $ 700 | ||||||||
2020 Plan [Member] | February 20, 2020 [Member] | ||||||||||
Stockholders' Equity Note Details [Abstract] | ||||||||||
Performance-based restricted stock compensation expense | $ | 200 | 200 | $ 600 | 400 | ||||||
2020 Plan [Member] | First Anniversary Date [Member] | ||||||||||
Stockholders' Equity Note Details [Abstract] | ||||||||||
Percentage of vesting of performance-based shares | 20.00% | |||||||||
2020 Plan [Member] | Second Anniversary Date [Member] | ||||||||||
Stockholders' Equity Note Details [Abstract] | ||||||||||
Percentage of vesting of performance-based shares | 30.00% | |||||||||
2020 Plan [Member] | Third Anniversary Date [Member] | ||||||||||
Stockholders' Equity Note Details [Abstract] | ||||||||||
Percentage of vesting of performance-based shares | 50.00% | |||||||||
Prior Plan [Member] | ||||||||||
Stockholders' Equity Note Details [Abstract] | ||||||||||
Number of shares available for issuance under incentive plan (in shares) | 2,000,000 | |||||||||
Prior Plan [Member] | February 28, 2019 [Member] | ||||||||||
Stockholders' Equity Note Details [Abstract] | ||||||||||
Vesting period of performance-based shares | 3 years | |||||||||
Prior Plan [Member] | Restricted Stock [Member] | ||||||||||
Weighted Average Grant Date Fair Value [Abstract] | ||||||||||
Outstanding restricted shares, intrinsic value | $ | 11,600 | $ 11,600 | ||||||||
Prior Plan [Member] | Restricted Stock [Member] | February 28, 2019 [Member] | ||||||||||
Weighted Average Grant Date Fair Value [Abstract] | ||||||||||
Recognized restricted stock expense | $ | $ 100 | $ 100 | $ 400 | $ 400 | ||||||
Non Employee Directors Plan [Member] | ||||||||||
Stockholders' Equity Note Details [Abstract] | ||||||||||
Number of directors appointed | Director | 2 | |||||||||
Net share settlement for restricted stock (in shares) | 0 | 16,664 | 154,973 | 75,115 | ||||||
Decrease in equity due to payment of tax for employee | $ | $ 0 | $ 100 | $ 1,000 | $ 200 | ||||||
Non Employee Directors Plan [Member] | Restricted Stock [Member] | ||||||||||
Stockholders' Equity Note Details [Abstract] | ||||||||||
Number of shares issued under incentive plan (in shares) | 6,267 | 76,195 | 111,376 | |||||||
Shares [Abstract] | ||||||||||
Vested (in shares) | (12,762) |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
INCOME TAXES [Abstract] | ||||
Provision for income taxes | $ 1,614 | $ 50 | $ 3,589 | $ 150 |
Effective income tax rate | 29.60% | 1.40% | 25.00% | (5.60%) |
SEGMENTS (Details)
SEGMENTS (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)Segment | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
SEGMENTS [Abstract] | |||||
Number of reportable segments | Segment | 2 | ||||
Summary financial information by reporting segment [Abstract] | |||||
Revenues | $ 89,059 | $ 78,792 | $ 247,520 | $ 211,303 | |
Percentage of Total Revenue | 100.00% | 100.00% | 100.00% | 100.00% | |
Operating Income (Loss) | $ 5,745 | $ 3,840 | $ 15,217 | $ 3,655 | |
Total Assets | 253,456 | 253,456 | $ 245,190 | ||
Transportation and Skilled Trades [Member] | |||||
Summary financial information by reporting segment [Abstract] | |||||
Revenues | 64,950 | 56,828 | 177,586 | 148,799 | |
Healthcare and Other Professions [Member] | |||||
Summary financial information by reporting segment [Abstract] | |||||
Revenues | 24,109 | 21,964 | 69,934 | 62,504 | |
Reportable Segments [Member] | Transportation and Skilled Trades [Member] | |||||
Summary financial information by reporting segment [Abstract] | |||||
Revenues | $ 64,950 | $ 56,828 | $ 177,586 | $ 148,799 | |
Percentage of Total Revenue | 72.90% | 72.10% | 71.70% | 70.40% | |
Operating Income (Loss) | $ 11,842 | $ 9,138 | $ 35,423 | $ 18,848 | |
Total Assets | 132,948 | 132,948 | 133,078 | ||
Reportable Segments [Member] | Healthcare and Other Professions [Member] | |||||
Summary financial information by reporting segment [Abstract] | |||||
Revenues | $ 24,109 | $ 21,964 | $ 69,934 | $ 62,504 | |
Percentage of Total Revenue | 27.10% | 27.90% | 28.30% | 29.60% | |
Operating Income (Loss) | $ 1,833 | $ 1,654 | $ 7,743 | $ 6,388 | |
Total Assets | 33,516 | 33,516 | 32,753 | ||
Corporate [Member] | |||||
Summary financial information by reporting segment [Abstract] | |||||
Revenues | 0 | 0 | 0 | 0 | |
Operating Income (Loss) | (7,930) | $ (6,952) | (27,949) | $ (21,581) | |
Total Assets | $ 86,992 | $ 86,992 | $ 79,359 |
FAIR VALUE, Summary (Details)
FAIR VALUE, Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 |
Carrying Amount [Member] | ||
Financial Assets [Abstract] | ||
Cash and cash equivalents | $ 47,150 | $ 38,026 |
Prepaid expenses and other current assets | 2,973 | 3,723 |
Financial Liabilities [Abstract] | ||
Accrued expenses | 15,778 | 16,692 |
Other short-term liabilities | 56 | 26 |
Derivative qualifying cash flow hedge | 552 | 877 |
Credit facility | 15,848 | 17,212 |
Fair Value [Member] | ||
Financial Assets [Abstract] | ||
Cash and cash equivalents | 47,150 | 38,026 |
Prepaid expenses and other current assets | 2,973 | 3,723 |
Financial Liabilities [Abstract] | ||
Accrued expenses | 15,778 | 16,692 |
Other short-term liabilities | 56 | 26 |
Derivative qualifying cash flow hedge | 552 | 877 |
Credit facility | 14,488 | 15,487 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Fair Value [Member] | ||
Financial Assets [Abstract] | ||
Cash and cash equivalents | 47,150 | 38,026 |
Prepaid expenses and other current assets | 0 | 0 |
Financial Liabilities [Abstract] | ||
Accrued expenses | 0 | 0 |
Other short-term liabilities | 0 | 0 |
Derivative qualifying cash flow hedge | 0 | 0 |
Credit facility | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Fair Value [Member] | ||
Financial Assets [Abstract] | ||
Cash and cash equivalents | 0 | 0 |
Prepaid expenses and other current assets | 2,973 | 3,723 |
Financial Liabilities [Abstract] | ||
Accrued expenses | 15,778 | 16,692 |
Other short-term liabilities | 56 | 26 |
Derivative qualifying cash flow hedge | 552 | 877 |
Credit facility | 14,488 | 15,487 |
Significant Unobservable Inputs (Level 3) [Member] | Fair Value [Member] | ||
Financial Assets [Abstract] | ||
Cash and cash equivalents | 0 | 0 |
Prepaid expenses and other current assets | 0 | 0 |
Financial Liabilities [Abstract] | ||
Accrued expenses | 0 | 0 |
Other short-term liabilities | 0 | 0 |
Derivative qualifying cash flow hedge | 0 | 0 |
Credit facility | $ 0 | $ 0 |
FAIR VALUE, Qualifying Hedge De
FAIR VALUE, Qualifying Hedge Derivative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Nov. 14, 2019 | ||
Term Loan [Member] | |||||||
Derivative [Abstract] | |||||||
Amortization period | 10 years | ||||||
Amount of principal payment | $ 200 | ||||||
Interest Rate Swap [Member] | Term Loan [Member] | |||||||
Derivative [Abstract] | |||||||
Fixed rate | 5.36% | 5.36% | |||||
Interest Rate Swap [Member] | Credit Facility [Member] | |||||||
Fair Value, Outstanding Derivative [Abstract] | |||||||
Notional amount | $ 20,000 | ||||||
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | |||||||
Fair Value, Outstanding Derivative [Abstract] | |||||||
Notional amount | [1] | $ 16,333 | $ 16,333 | $ 17,833 | |||
Fair value | [1] | 552 | 552 | $ 877 | |||
Classification and Amount of Interest Expense Recognized on Hedging Instruments [Abstract] | |||||||
Interest expense | 100 | $ 100 | 200 | $ 100 | |||
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | |||||||
Derivative Instruments Designated As Hedging Instruments In Other Comprehensive Income/(Loss) [Roll Forward] | |||||||
Interest rate swap income (loss) | $ 65 | $ 56 | $ 326 | $ (786) | |||
LIBOR [Member] | Interest Rate Swap [Member] | Term Loan [Member] | |||||||
Derivative [Abstract] | |||||||
Variable rate | 3.50% | 3.50% | |||||
[1] | The Company’s derivative liability is measured at fair value using observable market inputs such as interest rates and our own credit risk as well as an evaluation of our counterparty’s credit risk. Based on these inputs the derivative liability is classified within Level 2 of the valuation hierarchy. The liability is included in other long-term liabilities in the condensed consolidated balance sheets. |
COVID-19 PANDEMIC AND CARES A_2
COVID-19 PANDEMIC AND CARES ACT (Details) $ in Millions | Mar. 19, 2021USD ($) | Dec. 27, 2020USD ($) | Sep. 30, 2021USD ($)Intallment |
COVID-19 [Abstract] | |||
Total amount expected to be received under CARES Act | $ 27.4 | ||
Number of installments used to allocated funds to schools | Intallment | 2 | ||
Emergency grants distributed in first installment under CARES Act | $ 13.7 | ||
Utilized amount of permitted expenses | 13.7 | ||
Net benefit to bad debt expense | $ 3 | ||
Deferred payments under CARES Act | 4.5 | ||
CRRSAA provided an additional amount to Education Stabilization Fund | $ 81,900 | ||
Amount included in Education Stabilization Fund for HEERF | $ 22,700 | ||
DOE allocated amount to schools | $ 15.4 |
PROPERTY SALE AGREEMENTS, Prope
PROPERTY SALE AGREEMENTS, Property Sale Agreement (Details) - Property Sale Agreement [Member] $ in Millions | Sep. 24, 2021USD ($)Term | Sep. 30, 2021 |
Property Sale Agreement [Abstract] | ||
Sale price of agreement | $ | $ 34.5 | |
Period of due diligence | 90 days | |
Period of option extension diligence | 30 days | |
Rent-free basis for a lease-back period | 12 months | |
Option to extend lease-back period | 90 days | |
Number of additional lease-back terms | Term | 3 | |
Period of additional option to extend lease-back | 30 days |
PROPERTY SALE AGREEMENTS, Sale-
PROPERTY SALE AGREEMENTS, Sale-Leaseback Transaction (Details) - Colorado/Texas Sale Agreement [Member] $ in Millions | Oct. 29, 2021USD ($)Option | Sep. 24, 2021USD ($) |
Sale-Leaseback Transaction [Abstract] | ||
Sale price of sale-leaseback transaction | $ 46.5 | |
Subsequent Event [Member] | ||
Sale-Leaseback Transaction [Abstract] | ||
Lease agreement term | 20 years | |
Initial annual base rent | $ 2.6 | |
Percentage of annual increase of rent | 2.00% | |
Number of subsequent renewal options | Option | 4 | |
Period of subsequent renewal options | 5 years | |
Net proceeds amount | $ 28.5 | |
Sale lease-back transaction-related expenses | 1.2 | |
Repayment of term loan and swap termination fee | $ 16.8 |