NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE THREE YEARS ENDED DECEMBER 31, 2018
(In thousands, except share and per share amounts, schools, training sites, campuses and unless otherwise stated)
1.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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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, medical administrative assistant and pharmacy technician, among other programs), hospitality services (which include culinary,
therapeutic massage, cosmetology and aesthetics) and business 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”) 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 three reportable business segments: (a) Transportation and Skilled Trades, (b) Healthcare and Other
Professions (“HOPS”), and (c) Transitional, which refers to businesses that have been or are currently being taught out.
On July 9, 2018, New England Institute of Technology at Palm Beach, Inc. (“NEIT”), a wholly-owned subsidiary of the Company, entered into a commercial
contract (the “Sale Agreement”) with Elite Property Enterprise, LLC, pursuant to which NEIT agreed to sell to Elite Property Enterprise, LLC the real property owned by NEIT located at 1126 53rd Court North, Mangonia Park, Palm Beach County,
Florida and the improvements and certain personal property located thereon (the “Mangonia Park Property”), for a cash purchase price of $2,550,000. On August 23, 2018, NEIT, consummated the sale of the Mangonia Park Property. At the
closing, NEIT paid a real estate brokerage fee equal to 5% of the gross sales price and other customary closing costs and expenses. Pursuant to the provisions of the Company’s Credit Agreement with its lender, Sterling National Bank, the net
cash proceeds of the sale of the Mangonia Park Property were deposited into an account with the lender to serve as additional security for loans and other financial accommodations provided to the Company and its subsidiaries under the credit
facility. In December 2018, the funds were used to repay the outstanding principal balance of the loans outstanding under the credit facility and such repayment permanently reduced the revolving loan availability under the credit facility
designated as Facility 1 under the Company’s Credit Agreement to $22.7 million.
Effective December 31, 2018, the Company completed the teach-out and ceased operation of its Lincoln College of New England (“LCNE”) campus at
Southington, Connecticut. The decision to close the LCNE campus followed the previously reported placement of LCNE on probation by the college’s institutional accreditor, the New England Association of Schools and Colleges (“NEASC”). After
evaluating alternative options, the Company concluded that teaching out and closing the campus was in the best interest of the Company and its students. Subsequent to formalizing the LCNE closure decision in August 2018, the Company
partnered with Goodwin College, another NEASC- accredited institution in the region, to assist LCNE students to complete their programs of study. The majority of the LCNE students will continue their education at Goodwin College thereby
limiting some of the Company’s closing costs. The revenue, net loss and ending population of LCNE, as of December 31, 2017, were $8.4 million, $1.6 million and 397 students, respectively. [The Company recorded closing cost associated with
the closure of the LCNE campus in 2018 of approximately $1.6 million in connection with the termination of the LCNE campus lease, which is the net present value of the remaining obligation, to be paid in equal monthly installments through
January 2020 and approximately $700,000 of severance payments. LCNE results, previously reported in the HOPS segment, are now included in the Transitional segment as of December 31, 2018.]
Liquidity
—
For the last several years, the Company and the proprietary school sector have faced deteriorating earnings. Government regulations have negatively impacted earnings by making it more difficult for
potential students to obtain loans, which, when coupled with the overall economic environment, have discouraged potential students from enrolling in post-secondary schools. In light of these factors, the Company has incurred significant
operating losses as a result of lower student population. Despite these challenges, the Company believes that its likely sources of cash should be sufficient to fund operations for the next twelve months and thereafter for the foreseeable
future. At December 31, 2018, the Company’s sources of cash primarily included cash and cash equivalents of $45.95 million (of which $28.4 million is restricted). Refer to Note 8 for more information on the Company’s revolving loan
facility. The Company is also continuing to take actions to improve cash flow by aligning its cost structure to its student population.
Principles of Consolidation
—The
accompanying consolidated financial statements include the accounts of Lincoln Educational Services Corporation and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.
Cash and Cash Equivalents
—Cash and cash
equivalents include all cash balances and highly liquid short-term investments, which contain original maturities within three months of purchase. Pursuant to the Department of Education’s cash management requirements, the Company retains
funds from financial aid programs under Title IV of the Higher Education Act in segregated cash management accounts. The segregated accounts do not require a restriction on use of the cash and, as such, these amounts are classified as cash
and cash equivalents on the consolidated balance sheet.
Restricted Cash
—Restricted cash consists of
deposits maintained at financial institutions under a cash collateral agreement pursuant to the Company’s credit agreement and cash collateral for letters of credit. The amounts of $11.6 million and $32.8 million as of December 31, 2018 and
2017, respectively, of restricted cash are included in long-term assets in the consolidated balance sheets as the restrictions are greater than one year. Refer to Note 8 for more information on the Company’s revolving credit facility.
Accounts Receivable
—The Company reports
accounts receivable at net realizable value, which is equal to the gross receivable less an estimated allowance for uncollectible accounts. Noncurrent accounts receivable represent amounts due from graduates in excess of 12 months from the
balance sheet date.
Allowance for Uncollectible Accounts
—Based
upon experience and judgment, an allowance is established for uncollectible accounts with respect to tuition receivables. In establishing the allowance for uncollectible accounts, the Company considers, among other things, current and
expected economic conditions, a student's status (in-school or out-of-school), whether or not a student is currently making payments, and overall collection history. Changes in trends in any of these areas may impact the allowance for
uncollectible accounts. The receivables balances of withdrawn students with delinquent obligations are reserved for based on our collection history.
Inventories
—Inventories consist mainly of
textbooks, computers, tools and supplies. Inventories are valued at the lower of cost or market on a first-in, first-out basis.
Property, Equipment and Facilities
—
Depreciation and Amortization
—Property, equipment and facilities are stated at cost. Major renewals and improvements are capitalized,
while repairs and maintenance are expensed when incurred. Upon the retirement, sale or other disposition of assets, costs and related accumulated depreciation are eliminated from the accounts and any gain or loss is reflected in operating
(loss) income. For financial statement purposes, depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, and amortization of leasehold improvements is computed over the
lesser of the term of the lease or its estimated useful life.
Rent Expense
—Rent expense related to
operating leases where scheduled rent increases exist, is determined by expensing the total amount of rent due over the life of the operating lease on a straight-line basis. The difference between the rent paid under the terms of the lease
and the rent expensed on a straight-line basis is included in accrued rent and other long-term liabilities on the accompanying consolidated balance sheets.
Advertising Costs
—Costs related to
advertising are expensed as incurred and approximated $29.4 million, $27.0 million and $28.0 million for the years ended December 31, 2018, 2017 and 2016, respectively. These amounts are included in selling, general and administrative
expenses in the consolidated statements of operations.
Goodwill and Other Intangible Assets
— The
Company tests its goodwill for impairment annually, or whenever events or changes in circumstances indicate an impairment may have occurred, by comparing its reporting unit’s carrying value to its implied fair value. Impairment may result
from, among other things, deterioration in the performance of the acquired business, adverse market conditions, adverse changes in applicable laws or regulations, reductions in market value of the Company, and changes that restrict the
activities of the acquired business, and a variety of other circumstances. If the Company determines that an impairment has occurred, it is required to record a write-down of the carrying value and charge the impairment as an operating
expense in the period the determination is made. In evaluating the recoverability of the carrying value of goodwill and other indefinite-lived intangible assets, the Company must make assumptions regarding estimated future cash flows and
other factors to determine the fair value of the acquired assets. Changes in strategy or market conditions could significantly impact these judgments in the future and require an adjustment to the recorded balances.
When we test goodwill balances for impairment, we estimate the fair value of each of our reporting units based on projected future operating results and
cash flows, market assumptions and/or comparative market multiple methods. Determining fair value requires significant estimates and assumptions based on an evaluation of a number of factors, such as marketplace participants, relative market
share, new student interest, student retention, future expansion or contraction expectations, amount and timing of future cash flows and the discount rate applied to the cash flows. Projected future operating results and cash flows used for
valuation purposes do reflect improvements relative to recent historical periods with respect to, among other things, modest revenue growth and operating margins. Although we believe our projected future operating results and cash flows and
related estimates regarding fair values are based on reasonable assumptions, historically projected operating results and cash flows have not always been achieved. The failure of one of our reporting units to achieve projected operating
results and cash flows in the near term or long term may reduce the estimated fair value of the reporting unit below its carrying value and result in the recognition of a goodwill impairment charge. Significant management judgment is
necessary to evaluate the impact of operating and macroeconomic changes and to estimate future cash flows. Assumptions used in our impairment evaluations, such as forecasted growth rates and our cost of capital, are based on the best
available market information and are consistent with our internal forecasts and operating plans. In addition to cash flow estimates, our valuations are sensitive to the rate used to discount cash flows and future growth assumptions.
At December 31, 2018 and 2017, we conducted our annual test for goodwill impairment and determined we did not have an impairment. At December 31, 2016,
we conducted our annual test for goodwill impairment and determined we had an impairment of $9.9 million.
Impairment of Long-Lived Assets
—
The Company reviews the carrying value of its long-lived assets and identifiable intangibles for possible impairment whenever events or changes in
circumstances indicate that the carrying amounts may not be recoverable. The Company evaluates long-lived assets for impairment by examining estimated future cash flows using Level 3 inputs. These cash flows are evaluated by using weighted
probability techniques as well as comparisons of past performance against projections. Assets may also be evaluated by identifying independent market values. If the Company determines that an asset’s carrying value is impaired, it will record
a write-down of the carrying value of the asset and charge the impairment as an operating expense in the period in which the determination is made.
The Company concluded that for the years ended December 31, 2018 and 2017, there were no long-lived asset impairments.
The Company concluded that, for the year ended December 31, 2016, there was sufficient evidence to conclude that there was an impairment of certain
long-lived assets which resulted in a pre-tax charge of $11.5 million.
Concentration of Credit Risk
—Financial
instruments that potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments. The Company places its cash and cash equivalents with high credit quality financial institutions. The
Company's cash balances with financial institutions typically exceed the Federal Deposit Insurance limit of $0.25 million. The Company's cash balances on deposit at December 31, 2018, exceeded the balance insured by the FDIC Corporation
(“FDIC”) by approximately $45.3 million. The Company has not experienced any losses to date on its invested cash.
The Company extends credit for tuition and fees to many of its students. The credit risk with respect to these accounts receivable is mitigated through
the students' participation in federally funded financial aid programs unless students withdraw prior to the receipt of federal funds for those students. In addition, the remaining tuition receivables are primarily comprised of smaller
individual amounts due from students.
With respect to student receivables, the Company had no significant concentrations of credit risk as of December 31, 2018 and 2017.
Use of Estimates in the Preparation of Financial
Statements
—The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“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 related to revenue recognition, bad debts, impairments, fixed assets, income taxes, benefit plans and certain accruals. Actual results could differ from those estimates.
Stock-Based Compensation Plans
—The Company
measures the value of stock options on the grant date at fair value, using the Black-Scholes option valuation model. The Company amortizes the fair value of stock options, net of estimated forfeitures, utilizing straight-line amortization of
compensation expense over the requisite service period of the grant.
The Company measures the value of service and performance-based restricted stock on the fair value of a share of common stock on the date of the grant.
The Company amortizes the fair value of service-based restricted stock utilizing straight-line amortization of compensation expense over the requisite service period of the grant.
The Company amortizes the fair value of the performance-based restricted stock based on determination of the probable outcome of the performance
condition. If the performance condition is expected to be met, then the Company amortizes the fair value of the number of shares expected to vest utilizing straight-line basis over the requisite performance period of the grant. However, if
the associated performance condition is not expected to be met, then the Company does not recognize the stock-based compensation expense.
Income Taxes
—
The Company
accounts for income taxes in accordance with ASC Topic 740, “
Income Taxes
” (“ASC 740”). This statement requires an asset and a liability approach for measuring deferred taxes based on temporary differences between the financial statement and
tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for years in which taxes are expected to be paid or recovered.
In accordance with ASC 740, the Company assesses our deferred tax asset to determine whether all or any portion of the asset is more likely than not
unrealizable. A valuation allowance is required to be established or maintained when, based on currently available information, it is more likely than not that all or a portion of a deferred tax asset will not be realized. In accordance with
ASC 740, our assessment considers whether there has been sufficient income in recent years and whether sufficient income is expected in future years in order to utilize the deferred tax asset. In evaluating the realizability of deferred
income tax assets, the Company considered, among other things, historical levels of income, expected future income, the expected timing of the reversals of existing temporary reporting differences, and the expected impact of tax planning
strategies that may be implemented to prevent the potential loss of future income tax benefits. Significant judgment is required in determining the future tax consequences of events that have been recognized in our consolidated financial
statements and/or tax returns. Differences between anticipated and actual outcomes of these future tax consequences could have a material impact on the Company’s consolidated financial position or results of operations. Changes in, among
other things, income tax legislation, statutory income tax rates, or future income levels could materially impact the Company’s valuation of income tax assets and liabilities and could cause our income tax provision to vary significantly
among financial reporting periods. See information regarding the impact of the Tax Cuts and Jobs Act in Note 11.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. During the years ended December 31,
2018 and 2017, we did not record any interest and penalties expense associated with uncertain tax positions.
Start-up Costs
—
Costs related to the start of new campuses are expensed as incurred.
New Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2018-14, “Compensation – Retirement
Benefits – Defined Benefit Plans – General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans.” This ASU adds, modifies and clarifies several disclosure requirements for employers that
sponsor defined benefit pension or other postretirement plans. This guidance is effective for fiscal years ending after December 15, 2020. Early adoption is permitted. We are currently assessing the effect that this ASU will have on our
consolidated financial statements and related disclosures.
In August 2018, the FASB issued ASU No. 2018-13,
Disclosure
Framework - Changes to the Disclosure Requirements for Fair Value Measurement
("ASU No. 2018-13"), which eliminates, adds and modifies certain fair value measurement disclosure requirements of Accounting Standards Codification 820,
Fair Value Measurement
. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after
December 15, 2019. Early adoption is permitted. The Company has decided not to early adopt the amendments. The adoption of ASU No. 2018-13 is not expected to have a material impact on the Company's consolidated financial statements.
In June 2018, FASB issued ASU No. 2018-07,
Improvements to
Nonemployee Share-Based Payment Accounting
("ASU No. 2018-07") intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to nonemployees. This ASU expands the scope of Topic 718,
Compensation - Stock Compensation
("Topic 718")
,
to include
share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the
attribution of cost. The Company adopted ASU No. 2018-07 on January 1, 2019. The adoption of the standard did not have a material impact on the Company's consolidated financial statements. The Company will evaluate the impact of ASU No.
2018-07 for future awards to nonemployees subsequent to the effective date.
The FASB has issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718) — Scope of Modification Accounting.” ASU 2017-09 applies to entities that
change the terms or conditions of a share-based payment award. The FASB adopted ASU 2017-09 to provide clarity and reduce diversity in practice as well as cost and complexity when applying the guidance in Topic 718, Compensation—Stock
Compensation, to the modification of the terms and conditions of a share-based payment award. The amendments provide guidance on determining which changes to the terms and conditions of share-based payment award require an entity to apply
modification accounting under Topic 718. ASU 2017-09 is effective for all entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption
in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. The Company adopted ASU 2017-09 on January 1, 2018. The adoption of ASU 2017-09 had no impact on the Company’s
consolidated financial statements.
In February 2018, the FASB issued ASU 2018-02, “Income Statement-Reporting Comprehensive Income (Topic 220)”. The updated guidance allows entities to
reclassify stranded income tax effects resulting from the Tax Cuts and Jobs Act (the “Tax Act”) from accumulated other comprehensive income to retained earnings in their consolidated financial statements. Under the Tax Act, deferred taxes
were adjusted to reflect the reduction of the historical corporate income tax rate to the newly enacted corporate income tax rate, which left the tax effects on items within accumulated other comprehensive income stranded at an inappropriate
tax rate. The updated guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those years. Early adoption is permitted in any interim period and should be applied either in the period of
adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Act is recognized. The adoption of ASU No. 2018-02 is not expected to have a material impact on
the Company's consolidated financial statements.
In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment.” ASU 2017-04 provides amendments to Accounting Standards
Code (“ASC”) 350, “Intangibles - Goodwill and Other,” which eliminate Step 2 from the goodwill impairment test. Entities should perform their goodwill impairment tests by comparing the fair value of a reporting unit with its carrying amount
and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. The amendments in this update are effective prospectively during interim and annual periods beginning after December 15,
2019, with early adoption permitted. The Company adopted the provisions of ASU 2017-04 as of April 1, 2017. As fair values for our operating units exceed their carrying values, there has been no impact on our consolidated financial
statements.
In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business ("ASU No. 2017-01"). Under the amendments in this update, an
acquisition would have to include an input and a substantive process that together significantly contribute to the ability to create outputs to be considered a business. In acquisitions where outputs are not present, FASB has developed more
stringent criteria for sets of transferred assets and activities without outputs. The Company adopted ASU No. 2017-01 on January 1, 2018. There was no material impact associated with the adoption of the standard.
In November 2016, the FASB issued ASU 2016-18: “Statement of Cash Flows (Topic 230): Restricted Cash.” This guidance was issued to address the disparity
that exists in the classification and presentation of changes in restricted cash on the statement of cash flows. The amendments will require that the statement of cash flows explain the change during the period in total cash, cash equivalents
and restricted cash. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We adopted the new standard effective January 1, 2018. The
amendments were applied using a retrospective transition method to each period presented. The Company includes in its cash and cash-equivalent balances in the consolidated statements of cash flows those amounts that have been classified as
restricted cash and restricted cash equivalents for each of the periods presented.
In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” to
address eight specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods
within those fiscal years. We adopted the new standard effective January 1, 2018. The adoption of ASU 2016-15 had no impact on the Company’s consolidated financial statements.
In May 2014, the FASB issued a comprehensive new revenue recognition standard, ASU 2014-09, “
Revenue from Contracts with Customers
.” The amendments include ASU 2016-08, “Revenue from Contracts with Customers (Topic 606)—Principal versus Agent Considerations,” issued in March 2016, which
clarifies the implementation guidance for principal versus agent considerations in ASU 2014-09, and ASU 2016-10, “Revenue from Contracts with Customers (Topic 606)—Identifying Performance Obligations and Licensing,” issued in April 2016,
which amends the guidance in ASU No. 2014-09 related to identifying performance obligations. The new standard, which supersedes previously existing revenue recognition guidance, creates a five-step model for revenue recognition requiring
companies to exercise judgment when considering contract terms and relevant facts and circumstances. The five-step model requires (1) identifying the contract, (2) identifying the separate performance obligations in the contract, (3)
determining the transaction price, (4) allocating the transaction price to the separate performance obligations and (5) recognizing revenue at the time that each performance obligation is satisfied. The standard also requires expanded
disclosures surrounding revenue recognition. The standard is effective for fiscal periods beginning after December 15, 2017 and allows for either full retrospective or modified retrospective adoption.
We adopted the new standard effective January 1, 2018 using the modified retrospective approach. The Company’s revenue streams primarily consist of
tuition and related services provided to students over the course of the program as well as other transactional revenue such as tools. Based on the Company's assessment, the analysis of the contract portfolio under ASU 2016-10 results in the
revenue for the majority of the Company's student contracts being recognized over time which is consistent with the Company's previous revenue recognition model. For all student contracts, there is continuous transfer of control to the
student and the number of performance obligations under ASU 2016-10 is consistent with those identified under the existing standard. The impact of the adoption of the new standard on revenue recognition for student contracts is immaterial on
its consolidated financial statements. See additional information in Note 4.
In February 2016, the FASB issued ASU No. 2016-02, Leases ("ASU No. 2016-02"). This guidance amends the existing accounting considerations and
treatments for leases through the creation of Topic 842, Leases, to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Lessees
and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from such leases.
In July 2018, FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases ("ASU No. 2018-10”) to further clarify, correct and
consolidate various areas previously discussed in ASU 2016-02. FASB also issued ASU No. 2018-11, Leases: Targeted Improvements ("ASU 2018-11") to provide entities another option for transition and lessors with a practical expedient. The
transition option allows entities to not apply ASU No. 2016-02 in comparative periods in the financial statements in the year of adoption. The practical expedient offers lessors an option to not separate non-lease components from the
associated lease components when certain criteria are met.
The amendments in ASU No. 2016-02, ASU No. 2018-10 and ASU No. 2018-11 are effective for fiscal years beginning after December 15, 2018, including
interim periods within those fiscal years, and allow for modified retrospective adoption with early adoption permitted. The Company adopted the amendments on January 1, 2019 using the modified retrospective approach and elected the transition
relief package of practical expedients by applying previous accounting conclusions under ASC 840 to all leases that existed prior to the transition date. As a result, the Company did not reassess (1) whether existing or expired contracts
contain leases, 2) lease classification for any existing or expired leases and 3) whether lease origination costs qualified as initial direct costs. The Company did not elect the practical expedient to use hindsight in determining a lease
term and impairment of the ROU assets at the adoption date. Additionally, the Company did not separate lease components from non-lease components for the specified asset classes.
The Company established a corporate implementation team, which engages with cross-functional representatives from all its businesses. The Company
utilized a bottom-up approach to analyze the impact of the standard on its lease contract portfolio by reviewing current accounting policies and practices to identify potential differences that would result from applying the requirements of
the new standard to lease arrangements. In addition, the Company identified and implemented the appropriate changes to its business processes, systems and controls to support recognition and disclosure under the new standard.
The Company determines if an arrangement is a lease at inception. A ROU asset represents the Company’s right to use an underlying asset for the lease
term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are to be recognized at commencement date based on the present value of lease payments over the
lease term. As most 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.
The implicit rate is to be applied when readily determinable. The operating lease ROU assets will also include any lease payments made and exclude lease incentives. Lease terms may include options to extend or terminate the lease when it is
reasonably certain that the Company will exercise that option. Lease expense for lease payments will be recognized on a straight-line basis over the lease term. Finance leases are to be included in property and equipment, other current
liabilities, and other long-term liabilities within the consolidated balance sheets. Upon adoption of the new leasing standards, we expect to recognize a lease liability between $46 million and $49 million and a right-to-use asset between $42
million and $45 million on our consolidated balance sheet. The impact to retained earnings is expected to be immaterial.
2.
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FINANCIAL AID AND REGULATORY COMPLIANCE
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Financial Aid
The Company’s schools and students participate in a variety of government-sponsored financial aid programs that assist students in paying the cost of
their education. The largest source of such support is the federal programs of student financial assistance under Title IV of the Higher Education Act of 1965, as amended, commonly referred to as the Title IV Programs, which are administered
by the U.S. Department of Education (the "DOE"). During the years ended December 31, 2018, 2017 and 2016, approximately 78%, 78% and 79%, respectively, of net revenues on a cash basis were indirectly derived from funds distributed under Title
IV Programs.
For the years ended December 31, 2018, 2017 and 2016, the Company calculated that no individual DOE reporting entity received more than 90% of its
revenue, determined on a cash basis under DOE regulations, from the Title IV Program funds. The Company’s calculations may be subject to review by the DOE. Under DOE regulations, a proprietary institution that derives more than 90% of its
total revenue from the Title IV Programs for two consecutive fiscal years becomes immediately ineligible to participate in the Title IV Programs and may not reapply for eligibility until the end of two fiscal years. An institution with
revenues exceeding 90% for a single fiscal year, will be placed on provisional certification and may be subject to other enforcement measures. If one of the Company’s institutions violated the 90/10 Rule and became ineligible to participate
in Title IV Programs but continued to disburse Title IV Program funds, the DOE would require the institution to repay all Title IV Program funds received by the institution after the effective date of the loss of eligibility.
Regulatory Compliance
To participate in Title IV Programs, a school must be authorized to offer its programs of instruction by relevant state education agencies, be
accredited by an accrediting commission recognized by the DOE and be certified as an eligible institution by the DOE. For this reason, the schools are subject to extensive regulatory requirements imposed by all of these entities. After the
schools receive the required certifications by the appropriate entities, the schools must demonstrate their compliance with the DOE regulations of the Title IV Programs on an ongoing basis. Included in these regulations is the requirement
that the institution must satisfy specific standards of financial responsibility. The DOE evaluates institutions for compliance with these standards each year, based upon the institution’s annual audited financial statements, as well as
following a change in ownership resulting in a change of control of the institution. The DOE calculates the institution's composite score for financial responsibility based on its (i) equity ratio, which measures the institution's capital
resources, ability to borrow and financial viability; (ii) primary reserve ratio, which measures the institution's ability to support current operations from expendable resources; and (iii) net income ratio, which measures the institution's
ability to operate at a profit. This composite score can range from -1 to +3.
The composite score must be at least 1.5 for the institution to be deemed financially responsible without the need for further oversight. If an
institution’s composite score is below 1.5, but is at least 1.0, it is in a category denominated by the DOE as “the zone.” Under the DOE regulations, institutions that are in the zone typically may be permitted by the DOE to continue to
participate in the Title IV Programs by choosing one of two alternatives: 1) the “Zone Alternative” under which the institution is required to make disbursements to students under the Heightened Cash Monitoring 1 (HCM1) payment method and to
notify the DOE within 10 days after the occurrence of certain oversight and financial events or 2) submit a letter of credit to the DOE in an amount determined by the DOE and equal to at least 50 percent of the Title IV Program funds received
by the institution during the most recent fiscal year. Under the HCM1 payment method, the institution is required to make Title IV Program disbursements to eligible students and parents before it requests or receives funds for the amount of
those disbursements from the DOE. As long as the student accounts are credited before the funding requests are initiated, the institution is permitted to draw down funds through the DOE’s electronic system for grants management and payments
for the amount of disbursements made to eligible students. Unlike the Heightened Cash Monitoring 2 (HCM2) and reimbursement payment methods, the HCM1 payment method typically does not require schools to submit documentation to the DOE and
wait for DOE approval before drawing down Title IV Program funds. If a Company’s composite score is below 1.5 for three consecutive years an institution may be able to continue to operate under the Zone Alternative; however, this
determination is made solely by the DOE. If an institution’s composite score drops below 1.0 in a given year or if its composite score remains between 1.0 and 1.4 for three or more consecutive years, it may be required to meet alternative
requirements for continuing to participate in Title IV Programs by submitting a letter of credit, complying with monitoring requirements, disbursing Title IV Program funds under the HCM1, HCM2, or reimbursement payment methods, and complying
with other requirements and conditions. Effective July 1, 2016, a school subject to HCM1, HCM2 or reimbursement payment methods must also pay any credit balances due to a student before drawing down funds for the amount of those
disbursements from the DOE, even if the student or his or her parent provides written authorization for the school to hold the credit balance. The DOE permits an institution to participate under the “Zone Alternative” for a period of up to
three consecutive fiscal years; however, this determination is made solely by the DOE. If an institution’s composite score is between 1.0 and 1.4 after three or more consecutive years with a composite score below 1.5, it may be required to
meet alternative requirements for continuing to participate in Title IV Programs by submitting a letter of credit, complying with monitoring requirements, disbursing Title IV Program funds under the HCM1, HCM2, or reimbursement payment
methods, and complying with other requirements and conditions.
If an institution's composite score is below 1.0, the institution is considered by the DOE to lack financial responsibility. If the DOE determines that
an institution does not satisfy the DOE's financial responsibility standards, depending on its composite score and other factors, that institution may establish its financial responsibility on an alternative basis by, among other things:
|
·
|
Posting a letter of credit in an amount determined by the DOE equal to at least 50% of the total Title
IV Program funds received by the institution during the institution's most recently completed fiscal year;
|
|
·
|
Posting a letter of credit in an amount determined by the DOE equal to at least 10% of such prior
year's Title IV Program funds, accepting provisional certification, complying with additional DOE monitoring requirements and agreeing to receive Title IV Program funds under an arrangement other than the DOE's standard advance
funding arrangement.
|
For the 2018 fiscal year, the Company calculated its composite score to be 1.1. T
he
score is subject to determination by the DOE once it receives and reviews the Company’s audited financial statements for the 2018 fiscal year.
The DOE has evaluated the
financial responsibility of our institutions on a consolidated basis. The Company has submitted to the DOE our audited financial statements for the 2017 and 2016 fiscal years reflecting a composite score of 1.1 and 1.5, respectively, based
upon its calculations.
An institution participating in Title IV Programs must calculate the amount of unearned Title IV Program funds that have been disbursed to students who
withdraw from their educational programs before completing them, and must return those unearned funds to the DOE or the applicable lending institution in a timely manner, which is generally within 45 days from the date the institution
determines that the student has withdrawn.
If an institution is cited in an audit or program review for returning Title IV Program funds late for 5% or more of the students in the audit or
program review sample or if the regulatory auditor identifies a material weakness in the institution’s report on internal controls relating to the return of unearned Title IV Program funds, the institution may be required to post a letter of
credit in favor of the DOE in an amount equal to 25% of the total amount of Title IV Program funds that should have been timely returned for students who withdrew in the institution's previous fiscal year.
3.
|
WEIGHTED AVERAGE COMMON SHARES
|
The weighted average number of common shares used to compute basic and diluted income per share for the years ended December 31, 2018, 2017 and 2016,
respectively were as follows:
|
|
Year Ended December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Basic shares outstanding
|
|
|
24,423,479
|
|
|
|
23,906,395
|
|
|
|
23,453,427
|
|
Dilutive effect of stock options
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Diluted shares outstanding
|
|
|
24,423,479
|
|
|
|
23,906,395
|
|
|
|
23,453,427
|
|
For the years ended December 31, 2018, 2017 and 2016, options to acquire 50,422, 570,306, and 773,078 shares, respectively, were excluded from the above
table because the Company reported a net loss for the year and, therefore, their impact on reported loss per share would have been antidilutive. For the years ended December 31, 2018, 2017 and 2016, options to acquire 139,000, 167,667, and
218,167 shares, respectively, were excluded from the above table because they have an exercise price that is greater than the average market price of the Company’s common stock and, therefore, their impact on reported loss per share would
have been antidilutive.
Prior to adoption of ASU 2014-09
Revenues are derived primarily from programs taught at our schools. Tuition revenues, textbook sales and one-time fees, such as nonrefundable
application fees and course material fees, are recognized on a straight-line basis over the length of the applicable program as the student proceeds through the program, which is the period of time from a student’s start date through his or
her graduation date (including internships or externships, if any, occurring prior to graduation), and we complete the performance of teaching the student entitling us to the revenue. Other revenues, such as tool sales and contract training
revenues, are recognized as goods are delivered or training completed. On an individual student basis, tuition earned in excess of cash received is recorded as accounts receivable, and cash received in excess of tuition earned is recorded as
unearned tuition.
We evaluate whether collectability of revenue is reasonably assured prior to the student commencing a program by attending class and reassess
collectability of tuition and fees when a student withdraws from a course. We calculate the amount to be returned under Title IV and its stated refund policy to determine eligible charges and, if there is a balance due from the student after
this calculation, we expect payment from the student. We have a process to pursue uncollected accounts whereby, based upon the student’s financial means and ability to pay, a payment plan is established with the student to ensure that
collectability is reasonable. We continuously monitor our historical collections to identify potential trends that may impact our determination that collectability of receivables for withdrawn students is realizable. If a student withdraws
from a program prior to a specified date, any paid but unearned tuition is refunded. Refunds are calculated and paid in accordance with federal, state and accrediting agency standards. Generally, the amount to be refunded to a student is
calculated based upon the period of time the student has attended classes and the amount of tuition and fees paid by the student as of his or her withdrawal date. These refunds typically reduce deferred tuition revenue and cash on our
consolidated balance sheets as we generally do not recognize tuition revenue in our consolidated statements of income (loss) until the related refund provisions have lapsed. Based on the application of our refund policies, we may be entitled
to incremental revenue on the day the student withdraws from one of our schools. We record revenue for students who withdraw from one of our schools when payment is received because collectability on an individual student basis is not
reasonably assured.
After adoption of ASU 2014-09
On January 1, 2018, we adopted the new standard on revenue recognition, ASU 2014-09, using the modified retrospective approach of ASU 2016-10. The
adoption of the guidance in ASU 2014-09 as amended by ASU 2016-10 did not have a material impact on the measurement or recognition of revenue in any prior or current reporting periods and there was no adjustment to retained earnings. The
core principle of the new standard is that a company should recognize revenue to depict the transfer of promised goods or services to students in an amount that reflects the consideration to which the company expects to be entitled in
exchange for such goods or services.
Substantially all of our revenues are considered to be revenues from contracts with
students. The related accounts receivable balances are recorded in our balance
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
one of our schools
only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. 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 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. We have assessed the costs incurred to obtain a contract with a student and determined them to be immaterial.
Unearned tuition is the only significant contract asset or liability impacted by our adoption of ASU 2016-10. Unearned tuition in the amount of $22.5
million and $24.6 million is recorded in the current liabilities section of the accompanying consolidated balance sheets as of December 31, 2018 and December 31, 2017, respectively. The change in the contract liability balance during the year
ended December 31, 2018 is the result of payments received in advance of satisfying performance obligations, offset by revenue recognized during that period. Revenue recognized for the year ended December 31, 2018 that were included in the
contract liability balance at the beginning of the year was $24.5 million.
The following table depicts the timing of revenue recognition:
|
|
Year ended December 31, 2018
|
|
|
|
Transportation and
Skilled Trades
Segment
|
|
|
Healthcare and
Other Professions
Segment
|
|
|
Transitional
Segment
|
|
|
Consolidated
|
|
Timing of Revenue Recognition
|
|
|
|
|
|
|
|
|
|
|
|
|
Services transferred at a point in time
|
|
$
|
10,351
|
|
|
$
|
3,834
|
|
|
$
|
72
|
|
|
$
|
14,257
|
|
Services transferred over time
|
|
|
174,912
|
|
|
|
68,301
|
|
|
|
5,730
|
|
|
|
248,943
|
|
Total revenues
|
|
$
|
185,263
|
|
|
$
|
72,135
|
|
|
$
|
5,802
|
|
|
$
|
263,200
|
|
|
|
Year ended December 31, 2017
|
|
|
|
Transportation and
Skilled Trades
Segment
|
|
|
Healthcare and
Other Professions
Segment
|
|
|
Transitional
Segment
|
|
|
Consolidated
|
|
Timing of Revenue Recognition
|
|
|
|
|
|
|
|
|
|
|
|
|
Services transferred at a point in time
|
|
$
|
8,987
|
|
|
$
|
2,860
|
|
|
$
|
28
|
|
|
$
|
11,875
|
|
Services transferred over time
|
|
|
172,341
|
|
|
|
60,781
|
|
|
|
16,856
|
|
|
|
249,978
|
|
Total revenues
|
|
$
|
181,328
|
|
|
$
|
63,641
|
|
|
$
|
16,884
|
|
|
$
|
261,853
|
|
|
|
Year ended December 31, 2016
|
|
|
|
Transportation and
Skilled Trades
Segment
|
|
|
Healthcare and
Other Professions
Segment
|
|
|
Transitional
Segment
|
|
|
Consolidated
|
|
Timing of Revenue Recognition
|
|
|
|
|
|
|
|
|
|
|
|
|
Services transferred at a point in time
|
|
$
|
8,856
|
|
|
$
|
2,765
|
|
|
$
|
556
|
|
|
$
|
12,177
|
|
Services transferred over time
|
|
|
173,421
|
|
|
|
60,105
|
|
|
|
39,856
|
|
|
|
273,382
|
|
Total revenues
|
|
$
|
182,277
|
|
|
$
|
62,870
|
|
|
$
|
40,412
|
|
|
$
|
285,559
|
|
Changes in the carrying amount of goodwill during the years ended December 31, 2018 and 2017 are as follows:
|
|
Gross
Goodwill
Balance
|
|
|
Accumulated
Impairment
Losses
|
|
|
Net
Goodwill
Balance
|
|
Balance as of January 1, 2017
|
|
$
|
117,176
|
|
|
$
|
102,640
|
|
|
$
|
14,536
|
|
Adjustments
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Balance as of December 31, 2017
|
|
|
117,176
|
|
|
|
102,640
|
|
|
|
14,536
|
|
Adjustments
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Balance as of December 31, 2018
|
|
$
|
117,176
|
|
|
$
|
102,640
|
|
|
$
|
14,536
|
|
As of December 31, 2018 and 2017, the goodwill balance of $14.5 million is related to the Transportation and Skilled Trades segment.
6.
|
PROPERTY, EQUIPMENT AND FACILITIES
|
Property, equipment and facilities consist of the following:
|
|
Useful life
(years)
|
|
|
At December 31,
|
|
|
|
|
|
|
2018
|
|
|
2017
|
|
Land
|
|
|
-
|
|
|
$
|
6,969
|
|
|
$
|
6,969
|
|
Buildings and improvements
|
|
|
1-25
|
|
|
|
128,431
|
|
|
|
127,027
|
|
Equipment, furniture and fixtures
|
|
|
1-7
|
|
|
|
83,766
|
|
|
|
81,772
|
|
Vehicles
|
|
|
3
|
|
|
|
916
|
|
|
|
883
|
|
Construction in progress
|
|
|
-
|
|
|
|
319
|
|
|
|
161
|
|
|
|
|
|
|
|
|
220,401
|
|
|
|
216,812
|
|
Less accumulated depreciation and amortization
|
|
|
|
|
|
|
(171,109
|
)
|
|
|
(163,946
|
)
|
|
|
|
|
|
|
$
|
49,292
|
|
|
$
|
52,866
|
|
Depreciation and amortization expense of property, equipment and facilities was $8.4 million, $8.7 million and $11.0 million for the years ended
December 31, 2018, 2017 and 2016, respectively.
As discussed in Note 1, the Company sold its property in Mangonia Park Palm Beach County, Florida and associated assets.
Accrued expenses consist of the following:
|
|
At December 31,
|
|
|
|
2018
|
|
|
2017
|
|
Accrued compensation and benefits
|
|
$
|
4,337
|
|
|
$
|
3,114
|
|
Accrued rent and real estate taxes
|
|
|
3,057
|
|
|
|
3,151
|
|
Other accrued expenses
|
|
|
3,211
|
|
|
|
5,506
|
|
|
|
$
|
10,605
|
|
|
$
|
11,771
|
|
Long-term debt consist of the following:
|
|
At December 31,
|
|
|
|
2018
|
|
|
2017
|
|
Credit agreement
|
|
$
|
49,301
|
|
|
$
|
53,400
|
|
Deferred financing fees
|
|
|
(532
|
)
|
|
|
(807
|
)
|
|
|
|
48,769
|
|
|
|
52,593
|
|
Less current maturities
|
|
|
(15,000
|
)
|
|
|
-
|
|
|
|
$
|
33,769
|
|
|
$
|
52,593
|
|
On March 31, 2017, the Company obtained a secured credit facility (the “Credit Facility”) from Sterling National Bank (the “Bank”) pursuant to a Credit
Agreement dated March 31, 2017 among the Company, the Company’s subsidiaries and the Bank, which was subsequently amended on November 29, 2017, February 23, 2018, July 11, 2018 and, most recently, on March 6, 2019 (as amended, the “Credit
Agreement”). Prior to the most recent amendment of the Credit Agreement (the “Fourth Amendment”), the
financial accommodations available to the Borrowers under the Credit
Agreement consisted of
(a) a $25 million revolving loan facility designated as “Facility 1”, (b) a $25 million revolving loan facility (including a sublimit amount for letters of credit of $10 million) designated as “Facility 2” and
(c) a $15 million revolving credit loan designated as “Facility 3”.
Pursuant to the terms of the Fourth Amendment and upon its effectiveness, Facility 1 was converted into a term loan (the “Term Loan”) in the original
principal amount of $22.7 million (such amount being the entire unpaid principal and accrued interest outstanding under Facility 1 as of the effective date of the Fourth Amendment), which matures on March 31, 2024 (the “Term Loan Maturity
Date”). The Fourth Amendment provides for the repayment of the Term Loan in monthly installments as follows: (a) on April 1, 2019 and on the same day of each month thereafter through and including June 30, 2019, accrued interest only; (b)
on July 1, 2019 and on the same day of each month thereafter through and including December 31, 2019, the principal amount of $10.2 million plus accrued interest; (c) on January 1, 2020 and on the same day of each month thereafter through
and including June 30, 2020, accrued interest only; (d) on July 1, 2020 and on the same day of each month thereafter through and including December 31, 2020, the principal amount of $0.6 million plus accrued interest; (e) on January 1, 2021
and on the same day of each month thereafter through and including June 30, 2021, accrued interest only; (f) on July 1, 2021 and on the same day of each month thereafter through and including December 31, 2021, the principal amount of $0.4
million plus accrued interest; (g) on January 1, 2022 and on the same day of each month thereafter through and including June 30, 2022, accrued interest only; (h) on July 1, 2022 and on the same day of each month thereafter through and
including December 31, 2022, the principal amount of $
0.4 million
plus accrued interest; (i) on
January 1, 2023 and on the same day of each month thereafter through and including June 30, 2023, accrued interest only; (j) on July 1, 2023 and on the same day of each month thereafter through and including December 31, 2023, the principal
amount of $
0.4 million
plus accrued interest; (k) on January 1, 2024 and on the same day of each
month thereafter through and including the Term Loan Maturity Date, accrued interest only; and (l) on the Term Loan Maturity Date, the remaining outstanding principal amount of the Term Loan, together with accrued interest, will be due and
payable. In the event of a sale of any campus, school or business of the Borrowers permitted under the Credit Agreement, 25% of the net proceeds of any such sale must be used to pay down the outstanding principal amount of the Term Loan in
inverse order of maturity.
The Fourth Amendment changed the maturity date of Facility 2 from May 31, 2020 to April 30, 2020. The maturity date for Facility 3 is May 31, 2019.
Under the terms of the Credit Agreement, all draws under Facility 2 for letters of credit or revolving loans and all draws under Facility 3 must be
secured by cash collateral in an amount equal to 100% of the aggregate stated amount of the letters of credit issued and revolving loans outstanding through the proceeds of the Term Loan or other available cash of the Company.
Notwithstanding such requirement, pursuant to the terms of the Fourth Amendment, a $2.5 million revolving loan was advanced under Facility 2 at the closing of the Fourth Amendment on March 6, 2019 without any requirement for cash collateral
and, in the Bank’s sole discretion, an additional $2.5 million of revolving loans may be advanced under Facility 2 without any requirement for cash collateral, consisting of (a) a $1.25 million revolving loan within 15 days after the Bank’s
receipt of the Company’s financial statements for the fiscal quarter ending March 31, 2019 and (b) a $1.25 million revolving loan within 15 days after the Bank’s receipt of the Company’s financial statements for the fiscal quarter ending June
30, 2019. The $2.5 million revolving loan advanced under Facility 2 at the closing of the Fourth Amendment and the additional $2.5 million of revolving loans that may be advanced under Facility 2 in the discretion of the Bank, in each case
without any requirement for cash collateral, must be repaid on November 1, 2019 and, prior to their repayment, the Borrowers are required to make monthly payments of accrued interest only on such revolving loans.
The Term Loan bears interest at a rate per annum equal to the greater of (x) the Bank’s prime rate plus 2.85% and (y) 6.00%. Revolving loans
outstanding under Facility 1 prior to its conversion to a term loan also bore interest at a rate per annum equal to the greater of (x) the Bank’s prime rate plus 2.85% and (y) 6.00%. Revolving loans advanced under Facility 2 that are cash
collateralized will bear interest at a rate per annum equal to the greater of (x) the Bank’s prime rate and (y) 3.50%. Pursuant to the Fourth Amendment, revolving loans advanced under Facility 2 that are not secured by cash collateral will
bear interest at a rate per annum equal to the greater of (x) the Bank’s prime rate plus 2.85% and (y) 6.00%. Revolving loans under Facility 3 bear interest at a rate per annum equal to the greater of (x) the Bank’s prime rate and (y) 3.50%.
Under the terms of the Fourth Amendment, the Bank is entitled to receive an unused facility fee on the average daily unused balance of Facility 2 at a
rate per annum equal to 0.50%, which fee is payable quarterly in arrears.
The Fourth Amendment provides that in the event the Bank’s prime rate is greater than or equal to 6.50% while any loans are outstanding, the Borrowers
may be required to enter into a hedging contract in form and content satisfactory to the Bank.
The Fourth Amendment requires the Borrowers to give the Bank the first opportunity to provide any and all traditional banking services required by the
Borrowers, including, but not limited to, treasury management, loans and other financing services, on terms mutually acceptable to the Borrowers and the Bank, in accordance with the terms set forth in the Fourth Amendment. In the event that
loans provided under the Credit Agreement are repaid through replacement financing, the Fourth Amendment requires that the Borrowers pay to the Bank an exit fee in an amount equal to 1.25% of the total amount repaid and the face amount of all
letters of credit replaced in connection with the replacement financing; provided, however, that no exit fee will be required in the event the Bank or the Bank’s affiliate arranges or provides the replacement financing or the payoff of the
applicable loans occurs after March 5, 2021.
In connection with the effectiveness of the Fourth Amendment, the Borrowers paid to the Bank a one-time modification fee in the amount of $50,000.
Pursuant to the Credit Agreement, in December 2018, the net proceeds of the sale of the Mangonia Park Property, which were held in a non-interest
bearing cash collateral account at and by the Bank as additional collateral for the loans outstanding under the Credit Agreement, were applied to the outstanding principal balance of revolving loans outstanding under Facility 1 and, as a
result of such repayment, the revolving loan availability under Facility 1 was permanently reduced to $22.7 million.
The Credit Facility is secured by a first priority lien in favor of the Bank on substantially all of the personal property owned by the Company and
mortgages on four parcels of real property owned by the Company in Colorado, Tennessee and Texas, at which three of the Company’s schools are located, as well as a former school property owned by the Company located in Connecticut.
At the closing of the Credit Facility, the Company drew $25 million under Facility 1, which was used to repay the Company’s previous credit facility and
to pay transaction costs associated with closing the Credit Facility.
Each issuance of a letter of credit under Facility 2 will require the payment of a letter of credit fee to the Bank equal to a rate per annum of 1.75%
on the daily amount available to be drawn under the letter of credit, which fee shall be payable in quarterly installments in arrears. Letters of credit totaling $6.2 million that were outstanding under a $9.5 million letter of credit
facility previously provided to the Company by the Bank, which letter of credit facility was set to mature on April 1, 2017, are treated as letters of credit under Facility 2.
The terms of the Credit Agreement require the Company to maintain, on deposit in one or more non-interest bearing accounts, a minimum of $5 million in
quarterly average aggregate balances, which, if not maintained, results in a fee of $12,500 payable to the Bank for that quarter.
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 tested on a fiscal year end basis; (i) prohibit the incurrence of a net loss commencing on December 31, 2019; and (iii) require a minimum adjusted EBITDA tested quarterly on a rolling
twelve month basis. The Fourth Amendment (i) modifies the minimum adjusted EBITDA required; (ii) eliminates the requirement for a minimum funded debt to adjusted EBITDA ratio; and (iii) requires the maintenance of a maximum funded debt to
adjusted EBITDA ratio tested quarterly on a rolling twelve month basis. The Credit Agreement contains events of default customary for facilities of this type. As of December 31, 2018, the Company is in compliance with all covenants.
As of December 31, 2018, the Company had $49.3 million outstanding under the Credit
Facility; offset by $0.
5
million of deferred finance fees. As of December 31, 2017, the Company had $53.4 million outstanding under the Credit Facility, offset by $0.8
million of deferred finance fees, which were written-off. As of December 31, 2018 and December 31, 2017, letters of credit in the aggregate outstanding principal amount of $1.8 million and $7.2 million, respectively, were outstanding under
the Credit Facility. For the three months ended March 31, 2019, the Company is required to increase its letters of credit by $2.8 million related to state bond requirements which requires the Company to increase its restricted cash balance
by $2.8 million.
Scheduled maturities of long-term debt at December 31, 2018 are as follows:
Year ending December 31,
|
|
|
|
2019
|
|
$
|
15,000
|
*
|
2020
|
|
|
33,769
|
|
2021
|
|
|
-
|
|
2022
|
|
|
-
|
|
2023
|
|
|
-
|
|
Thereafter
|
|
|
-
|
|
|
|
$
|
48,769
|
|
* Includes deferred finance fees of $0.5 million.
Restricted Stock
The Company has two stock incentive plans: a Long-Term Incentive Plan (the “LTIP”) and a Non-Employee Directors Restricted Stock Plan
(the “Non-Employee Directors Plan”).
Under the LTIP, certain employees received awards of restricted shares of common stock based on service and performance. The number of shares granted
to each employee is based on the fair market value of a share of common stock on the date of grant.
On February 23, 2018, restricted shares of common stock of the Company were granted to certain employees of the Company, which shares vested
immediately. There is no restriction on the right to vote or the right to receive dividends with respect to any of such restricted shares; however, the recipient can only sell or otherwise transfer the shares after the expiration of a
specified period of time ranging from 120 to 240 days following the date of grant.
On May 13, 2016 and January 16, 2017, performance-based restricted shares were granted to certain employees of the Company, which vest on March 15, 2017
and March 15, 2018 based upon the attainment of a financial metric during each fiscal year ending December 31, 2016 and 2017. These shares were fully vested as of March 31, 2018 and are held without restriction.
On June 2, 2014 and December 18, 2014, performance-based restricted shares were granted to certain employees of the Company, which vest over three years
based upon the attainment of (i) a specified operating income margin during any one or more of the fiscal years in the period beginning January 1, 2015 and ending December 31, 2017 and (ii) the attainment of earnings before interest, taxes,
depreciation and amortization targets during each of the fiscal years ended December 31, 2015 through 2017. There is no restriction on the right to vote or the right to receive dividends with respect to any of these restricted shares.
Pursuant to the Non-Employee Directors Plan, each non-employee director of the Company receives an annual award of restricted shares of common stock on
the date of the Company’s annual meeting of shareholders. The number of shares granted to each non-employee director is based on the fair market value of a share of common stock on that date. There is no restriction on the right to vote or
the right to receive dividends with respect to any of the restricted shares.
In 2018, 2017 and 2016, the Company completed a net share settlement for 207,642, 189,420 and 71,805 restricted shares and stock options exercised,
respectively, on behalf of certain employees that participate in the LTIP upon the vesting of the restricted shares pursuant to the terms of the LTIP or exercise of the stock options. The net share settlement was in connection with income
taxes incurred on restricted shares or stock option exercises that vested and were transferred to the employee during 2018, 2017 and/or 2016, creating taxable income for the employee. At the employees’ request, the Company will pay these
taxes on behalf of the employees in exchange for the employees returning an equivalent value of restricted shares or shares acquired upon the exercise of stock options to the Company. These transactions resulted in a decrease of
approximately $0.4 million, $0.4 million and $0.2 million in 2018, 2017 and 2016, respectively, to equity as the cash payment of the taxes effectively was a repurchase of the restricted shares or shares acquired through the exercise of stock
options granted in previous years.
The following is a summary of transactions pertaining to restricted stock:
|
|
Shares
|
|
|
Weighted
Average Grant
Date Fair Value
Per Share
|
|
Nonvested restricted stock outstanding at December 31, 2016
|
|
|
1,143,599
|
|
|
$
|
1.89
|
|
Granted
|
|
|
181,208
|
|
|
|
2.58
|
|
Cancelled
|
|
|
(52,398
|
)
|
|
|
5.63
|
|
Vested
|
|
|
(664,415
|
)
|
|
|
1.77
|
|
Nonvested restricted stock outstanding at December 31, 2017
|
|
|
607,994
|
|
|
|
1.90
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
135,568
|
|
|
|
1.60
|
|
Cancelled
|
|
|
-
|
|
|
|
-
|
|
Vested
|
|
|
(707,654
|
)
|
|
|
1.82
|
|
Nonvested restricted stock outstanding at December 31, 2018
|
|
|
35,908
|
|
|
|
2.23
|
|
The restricted stock expense for each of the years ended December 31, 2018, 2017 and 2016 was $0.5 million, $1.2 million and $1.4 million, respectively.
The unrecognized restricted stock expense as of December 31, 2018 and 2017 was less than $0.1 million and $0.3 million, respectively. As of December 31, 2018, unrecognized restricted stock expense will be expensed over the weighted-average
period of approximately 5 months. As of December 31, 2018, outstanding restricted shares under the LTIP had an aggregate intrinsic value of $0.1 million. For the year ended December 31, 2017, 52,398 shares were cancelled as the performance
criteria was not met.
Stock Options
During 2018, 2017 and 2016 there were no new stock option grants. The following is a summary of transactions pertaining to the option plans:
|
|
Shares
|
|
|
Weighted
Average
Exercise Price
Per Share
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic Value
|
|
Outstanding January 1, 2016
|
|
|
246,167
|
|
|
$
|
12.52
|
|
3.98 years
|
|
$
|
-
|
|
Cancelled
|
|
|
(28,000
|
)
|
|
|
15.76
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding December 31, 2016
|
|
|
218,167
|
|
|
|
12.11
|
|
3.33 years
|
|
|
-
|
|
Cancelled
|
|
|
(50,500
|
)
|
|
|
12.09
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding December 31, 2017
|
|
|
167,667
|
|
|
|
12.11
|
|
2.97 years
|
|
|
-
|
|
Cancelled
|
|
|
(28,667
|
)
|
|
|
11.98
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding December 31, 2018
|
|
|
139,000
|
|
|
|
12.14
|
|
2.53 years
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested as of December 31, 2018
|
|
|
139,000
|
|
|
|
12.14
|
|
2.53 years
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable as of December 31, 2018
|
|
|
139,000
|
|
|
|
12.14
|
|
2.53 years
|
|
|
-
|
|
As of December 31, 2018, there are no unrecognized pre-tax compensation expense for unvested stock option awards.
The following table presents a summary of options outstanding at December 31, 2018:
|
|
|
At December 31, 2018
|
|
|
|
|
Stock Options Outstanding
|
|
|
Stock Options Exercisable
|
|
Range of Exercise Prices
|
|
|
Shares
|
|
|
Contractual
Weighted
Average life
(years)
|
|
|
Weighted
Average Exercise
Price
|
|
|
Shares
|
|
|
Weighted
Average Exercise
Price
|
|
$
|
4.00-$13.99
|
|
|
|
91,000
|
|
|
|
3.17
|
|
|
$
|
7.79
|
|
|
|
91,000
|
|
|
$
|
7.79
|
|
$
|
14.00-$19.99
|
|
|
|
17,000
|
|
|
|
0.84
|
|
|
|
19.98
|
|
|
|
17,000
|
|
|
|
19.98
|
|
$
|
20.00-$25.00
|
|
|
|
31,000
|
|
|
|
1.59
|
|
|
|
20.62
|
|
|
|
31,000
|
|
|
|
20.62
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
139,000
|
|
|
|
2.53
|
|
|
|
12.14
|
|
|
|
139,000
|
|
|
|
12.14
|
|
The Company sponsors a noncontributory defined benefit pension plan covering substantially all of the Company's union employees. Benefits are provided
based on employees' years of service and earnings. This plan was frozen on December 31, 1994 for non-union employees.
The following table sets forth the plan's funded status and amounts recognized in the consolidated financial statements:
|
|
Year Ended December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
CHANGES IN BENEFIT OBLIGATIONS:
|
|
|
|
|
|
|
|
|
|
Benefit obligation-beginning of year
|
|
$
|
23,492
|
|
|
$
|
22,916
|
|
|
$
|
23,341
|
|
Service cost
|
|
|
28
|
|
|
|
29
|
|
|
|
28
|
|
Interest cost
|
|
|
755
|
|
|
|
840
|
|
|
|
888
|
|
Actuarial (gain) loss
|
|
|
(1,951
|
)
|
|
|
721
|
|
|
|
(255
|
)
|
Benefits paid
|
|
|
(1,219
|
)
|
|
|
(1,014
|
)
|
|
|
(1,086
|
)
|
Benefit obligation at end of year
|
|
|
21,105
|
|
|
|
23,492
|
|
|
|
22,916
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CHANGE IN PLAN ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets-beginning of year
|
|
|
19,055
|
|
|
|
17,548
|
|
|
|
17,792
|
|
Actual return on plan assets
|
|
|
(1,000
|
)
|
|
|
2,521
|
|
|
|
842
|
|
Benefits paid
|
|
|
(1,220
|
)
|
|
|
(1,014
|
)
|
|
|
(1,086
|
)
|
Fair value of plan assets-end of year
|
|
|
16,835
|
|
|
|
19,055
|
|
|
|
17,548
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BENEFIT OBLIGATION IN EXCESS OF FAIR VALUE FUNDED STATUS:
|
|
$
|
(4,270
|
)
|
|
$
|
(4,437
|
)
|
|
$
|
(5,368
|
)
|
For the year ended December 31, 2018, the actuarial gain of $1.9 million was due to the increase in the discount rate from 3.36% to 4.01%.
Amounts recognized in the consolidated balance sheets consist of:
|
|
At December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Noncurrent liabilities
|
|
$
|
(4,270
|
)
|
|
$
|
(4,437
|
)
|
|
$
|
(5,368
|
)
|
Amounts recognized in accumulated other comprehensive loss consist of:
|
|
Year Ended December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Accumulated loss
|
|
$
|
(6,428
|
)
|
|
$
|
(6,876
|
)
|
|
$
|
(8,467
|
)
|
Deferred income taxes
|
|
|
2,366
|
|
|
|
2,366
|
|
|
|
2,366
|
|
Accumulated other comprehensive loss
|
|
$
|
(4,062
|
)
|
|
$
|
(4,510
|
)
|
|
$
|
(6,101
|
)
|
The accumulated benefit obligation was $21.1 million and $23.5 million at December 31, 2018 and 2017, respectively.
The following table provides the components of net periodic cost for the plan:
|
|
Year Ended December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
COMPONENTS OF NET PERIODIC BENEFIT COST
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
$
|
28
|
|
|
$
|
29
|
|
|
$
|
28
|
|
Interest cost
|
|
|
755
|
|
|
|
840
|
|
|
|
888
|
|
Expected return on plan assets
|
|
|
(1,104
|
)
|
|
|
(1,058
|
)
|
|
|
(1,118
|
)
|
Recognized net actuarial loss
|
|
|
601
|
|
|
|
850
|
|
|
|
991
|
|
Net periodic benefit cost
|
|
$
|
280
|
|
|
$
|
661
|
|
|
$
|
789
|
|
The estimated net loss, transition obligation and prior service cost for the plan that will be amortized from accumulated other comprehensive loss into
net periodic benefit cost over the next year is $0.6 million.
The following tables present plan assets using the fair value hierarchy as of December 31, 2018 and 2017. The fair value hierarchy has three levels
based on the reliability of inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using observable prices that
are based on inputs not quoted in active markets but observable by market data, while Level 3 includes the fair values estimated using significant non-observable inputs. The level in the fair value hierarchy within which the fair value
measurement falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
|
|
Quoted Prices in
Active Markets
for Identical
Assets
|
|
|
Significant Other
Observable Inputs
|
|
|
Significant
Unobservable
Inputs
|
|
|
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Total
|
|
Equity securities
|
|
$
|
5,428
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
5,428
|
|
Fixed income
|
|
|
5,852
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,852
|
|
International equities
|
|
|
3,734
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,734
|
|
Real estate
|
|
|
795
|
|
|
|
-
|
|
|
|
-
|
|
|
|
795
|
|
Cash and equivalents
|
|
|
1,026
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,026
|
|
Balance at December 31, 2018
|
|
$
|
16,835
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
16,835
|
|
|
|
Quoted Prices in
Active Markets
for Identical
Assets
|
|
|
Significant Other
Observable Inputs
|
|
|
Significant
Unobservable
Inputs
|
|
|
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Total
|
|
Equity securities
|
|
$
|
6,856
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
6,856
|
|
Fixed income
|
|
|
6,818
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,818
|
|
International equities
|
|
|
3,490
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,490
|
|
Real estate
|
|
|
1,133
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,133
|
|
Cash and equivalents
|
|
|
758
|
|
|
|
-
|
|
|
|
-
|
|
|
|
758
|
|
Balance at December 31, 2017
|
|
$
|
19,055
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
19,055
|
|
Fair value of total plan assets by major asset category as of December 31:
|
|
2018
|
|
|
2017
|
|
Equity securities
|
|
|
32
|
%
|
|
|
36
|
%
|
Fixed income
|
|
|
35
|
%
|
|
|
36
|
%
|
International equities
|
|
|
22
|
%
|
|
|
18
|
%
|
Real estate
|
|
|
5
|
%
|
|
|
6
|
%
|
Cash and equivalents
|
|
|
6
|
%
|
|
|
4
|
%
|
Total
|
|
|
100
|
%
|
|
|
100
|
%
|
Weighted-average assumptions used to determine benefit obligations as of December 31:
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Discount rate
|
|
|
4.01
|
%
|
|
|
3.36
|
%
|
|
|
3.81
|
%
|
Rate of compensation increase
|
|
|
2.50
|
%
|
|
|
2.50
|
%
|
|
|
2.50
|
%
|
Weighted-average assumptions used to determine net periodic pension cost for years ended December 31:
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Discount rate
|
|
|
4.01
|
%
|
|
|
3.36
|
%
|
|
|
3.81
|
%
|
Rate of compensation increase
|
|
|
2.50
|
%
|
|
|
2.50
|
%
|
|
|
2.50
|
%
|
Long-term rate of return
|
|
|
6.25
|
%
|
|
|
6.00
|
%
|
|
|
6.25
|
%
|
As this plan was frozen to non-union employees on December 31, 1994, the difference between the projected benefit obligation and accumulated benefit
obligation is not significant in any year.
The Company invests plan assets based on a total return on investment approach, pursuant to which the plan assets include a diversified blend of equity
and fixed income investments toward a goal of maximizing the long-term rate of return without assuming an unreasonable level of investment risk. The Company determines the level of risk based on an analysis of plan liabilities, the extent to
which the value of the plan assets satisfies the plan liabilities and the plan's financial condition. The investment policy includes target allocations ranging from 30% to 70% for equity investments, 20% to 60% for fixed income investments
and 0% to 10% for cash equivalents. The equity portion of the plan assets represents growth and value stocks of small, medium and large companies. The Company measures and monitors the investment risk of the plan assets both on a quarterly
basis and annually when the Company assesses plan liabilities.
The Company uses a building block approach to estimate the long-term rate of return on plan assets. This approach is based on the capital markets
assumption that the greater the volatility, the greater the return over the long term. An analysis of the historical performance of equity and fixed income investments, together with current market factors such as the inflation and interest
rates, are used to help make the assumptions necessary to estimate a long-term rate of return on plan assets. Once this estimate is made, the Company reviews the portfolio of plan assets and makes adjustments thereto that the Company believes
are necessary to reflect a diversified blend of equity and fixed income investments that is capable of achieving the estimated long-term rate of return without assuming an unreasonable level of investment risk. The Company also compares the
portfolio of plan assets to those of other pension plans to help assess the suitability and appropriateness of the plan's investments.
The Company does not expect to make contributions to the plan in 2019. However after considering the funded status of the plan, movements in the
discount rate, investment performance and related tax consequences, the Company may choose to make additional contributions to the plan in any given year.
The total amount of the Company’s contributions paid under its pension plan was zero for each of the years ended December 31, 2018 and 2017,
respectively.
Information about the expected benefit payments for the plan is as follows:
Year Ending December 31,
|
|
|
|
2019
|
|
$
|
1,335
|
|
2020
|
|
|
1,347
|
|
2021
|
|
|
1,350
|
|
2022
|
|
|
1,368
|
|
2023
|
|
|
1,382
|
|
Years 2024-2028
|
|
|
6,859
|
|
The Company has a 401(k) defined contribution plan for all eligible employees. Employees may contribute up to 25% of their compensation into the plan.
The Company may contribute up to an additional 30% of the employee's contributed amount up to 6% of compensation. For the years ended December 31, 2018, 2017 and 2016, the Company's expense for the 401(k) plan amounted to $0.1 million, $0.1
million and $0.7 million, respectively.
Components of the provision for income taxes were as follows:
|
|
Year Ended December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Current:
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
State
|
|
|
200
|
|
|
|
150
|
|
|
|
200
|
|
Total
|
|
|
200
|
|
|
|
150
|
|
|
|
200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
-
|
|
|
|
(424
|
)
|
|
|
-
|
|
State
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
|
-
|
|
|
|
(424
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (benefit) provision
|
|
$
|
200
|
|
|
$
|
(274
|
)
|
|
$
|
200
|
|
Effective Tax rate
The reconciliation of the effective tax rate to the U.S. Statutory Federal Income tax rate was:
|
|
Year Ended December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
|
|
Loss before taxes
|
|
$
|
(6,345
|
)
|
|
|
|
|
$
|
(11,758
|
)
|
|
|
|
|
$
|
(28,104
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected tax benefit
|
|
$
|
(1,332
|
)
|
|
|
21.0
|
%
|
|
$
|
(4,115
|
)
|
|
|
35.0
|
%
|
|
$
|
(9,836
|
)
|
|
|
35.0
|
%
|
State tax benefit (net of federal)
|
|
|
200
|
|
|
|
(3.2
|
)
|
|
|
150
|
|
|
|
(1.3
|
)
|
|
|
200
|
|
|
|
(0.7
|
)
|
Valuation allowance
|
|
|
1,230
|
|
|
|
(19.4
|
)
|
|
|
(13,920
|
)
|
|
|
118.4
|
|
|
|
9,726
|
|
|
|
(34.6
|
)
|
Federal tax reform - deferred rate change
|
|
|
49
|
|
|
|
(0.8
|
)
|
|
|
17,671
|
|
|
|
(150.3
|
)
|
|
|
-
|
|
|
|
-
|
|
Other
|
|
|
53
|
|
|
|
(0.8
|
)
|
|
|
(60
|
)
|
|
|
0.5
|
|
|
|
110
|
|
|
|
(0.4
|
)
|
Total
|
|
$
|
200
|
|
|
|
(3.2
|
%)
|
|
$
|
(274
|
)
|
|
|
2.3
|
%
|
|
$
|
200
|
|
|
|
(0.7
|
%)
|
On December 22, 2017, the U.S. government enacted comprehensive tax legislation known as
the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that took effect in 2018, including, but not limited to (1) reduction of the U.S. federal corporate tax rate from a maximum of 35% to 21%; (2) elimination of
the corporate alternative minimum tax (AMT); (3) a new limitation on deductible interest expense; (4) the repeal of the domestic production activity deduction; (5) limitations on the deductibility of certain executive compensation; and (6)
limitation on net operating losses (NOLs) generated after December 31, 2017, to 80% of taxable income.
In addition, certain changes were made to the bonus depreciation rules that impacted fiscal year 2017.
Our provision for income taxes was $0.2 million, or (3.2%) of pretax loss, for the year ended December 31, 2018, compared to a benefit for income taxes
of $0.3 million, or 2.3% of pretax loss, in the prior year comparable period. No federal or state income tax benefit was recognized for the current period loss due to the recognition of a full valuation allowance. Income tax expense resulted
from various minimal state tax expenses.
The deferred tax provision benefit in the prior year was due to recognition of $ 0.4
million of valuation allowance for the AMT credits. The tax expense in prior year included an adjustment to measure net deferred tax assets at the new U.S. tax rate of 21%. The expense was offset with a corresponding release of valuation
allowance.
In accordance with Staff Accounting Bulletin 118 ("SAB 118"), we completed our analysis of the Tax Act resulting in no material adjustments from the
provisional amounts recorded during the prior year. The Tax Act did not have a material impact on our financial statements because we are under a full valuation allowance.
Deferred Taxes and Valuation Allowance
The components of the non-current deferred tax assets/(liabilities) were as follows:
|
|
At December 31,
|
|
|
|
2018
|
|
|
2017
|
|
Gross noncurrent deferred tax assets (liabilities)
|
|
|
|
|
|
|
Allowance for bad debts
|
|
$
|
4,828
|
|
|
$
|
3,792
|
|
Accrued rent
|
|
|
1,833
|
|
|
|
1,723
|
|
Accrued benefits
|
|
|
-
|
|
|
|
105
|
|
Stock-based compensation
|
|
|
18
|
|
|
|
387
|
|
163J interest limitation
|
|
|
19
|
|
|
|
-
|
|
Depreciation
|
|
|
16,259
|
|
|
|
15,520
|
|
Goodwill
|
|
|
(98
|
)
|
|
|
594
|
|
Other intangibles
|
|
|
211
|
|
|
|
291
|
|
Pension plan liabilities
|
|
|
1,163
|
|
|
|
1,221
|
|
Net operating loss carryforwards
|
|
|
17,927
|
|
|
|
17,367
|
|
AMT credit
|
|
|
424
|
|
|
|
424
|
|
Gross noncurrent deferred tax assets, net
|
|
|
42,584
|
|
|
|
41,424
|
|
Less valuation allowance
|
|
|
(42,160
|
)
|
|
|
(41,000
|
)
|
Noncurrent deferred tax assets, net
|
|
$
|
424
|
|
|
$
|
424
|
|
Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing
deferred tax assets. A significant piece of objective negative evidence was the cumulative losses incurred by the Company in recent years.
On the basis of this evaluation the Company believes it is not more likely than not that it will realize its deferred tax assets except the deferred tax
assets for AMT credits which can be realized to offset regular tax liability or refunded. As a result, as of December 31, 2018 and 2017, the Company has recorded a valuation allowance of $42.2 million and $41.0 million, respectively, against
its net deferred tax assets.
With respect to AMT credit deferred tax asset, it is expected that 50% will be refunded upon the filings of Company's 2018 federal Corporate income
tax return is filed.
As of December 31, 2018, the Company has net operating loss (“NOL”) carryforwards of $60.3 million. Of the $60.3 million NOL carryforwards, $52.7 million will
start expiring in 2029 and ending in 2038 if unused. The net operating losses of $7.6 million generated in current year can be carried over indefinitely under the Tax Act. Utilization of the NOL carryforwards may be subject to a substantial
limitation due to ownership change limitations that may occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), as well as similar state and foreign provisions. These ownership changes
may limit the amount of NOL and tax credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction
or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders or public groups
.
As of December 31, 2018, 2017 and 2016, the Company no longer has any liability for uncertain tax positions. The Company recognizes accrued interest
and penalties related to uncertain tax positions in income tax expense.
The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various states. The Company is no longer subject
to U.S. federal income tax examinations for years before 2015 and, generally, is no longer subject to state and local income tax examinations by tax authorities for years before 2014.
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
Consolidated Balance Sheets, are listed in the table below:
|
|
December 31, 2018
|
|
|
|
Carrying
|
|
|
Quoted Prices in
Active Markets
for Identical
Assets
|
|
|
Significant Other
Observable Inputs
|
|
|
Significant
Unobservable
Inputs
|
|
|
|
|
|
|
Amount
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Total
|
|
Financial Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
17,571
|
|
|
$
|
17,571
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
17,571
|
|
Restricted cash
|
|
|
28,375
|
|
|
|
28,375
|
|
|
|
-
|
|
|
|
-
|
|
|
|
28,375
|
|
Prepaid expenses and other current assets
|
|
|
2,461
|
|
|
|
-
|
|
|
|
2,461
|
|
|
|
-
|
|
|
|
2,461
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
$
|
10,605
|
|
|
$
|
-
|
|
|
$
|
10,605
|
|
|
$
|
-
|
|
|
$
|
10,605
|
|
Other short term liabilities
|
|
|
2,324
|
|
|
|
-
|
|
|
|
2,324
|
|
|
|
-
|
|
|
|
2,324
|
|
Credit facility
|
|
|
48,769
|
|
|
|
-
|
|
|
|
43,096
|
|
|
|
-
|
|
|
|
43,096
|
|
|
|
December 31, 2017
|
|
|
|
Carrying
|
|
|
Quoted Prices in
Active Markets
for Identical
Assets
|
|
|
Significant Other
Observable Inputs
|
|
|
Significant
Unobservable
Inputs
|
|
|
|
|
|
|
Amount
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Total
|
|
Financial Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
14,563
|
|
|
$
|
14,563
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
14,563
|
|
Restricted cash
|
|
|
39,991
|
|
|
|
39,991
|
|
|
|
-
|
|
|
|
-
|
|
|
|
39,991
|
|
Prepaid expenses and other current assets
|
|
|
2,352
|
|
|
|
-
|
|
|
|
2,352
|
|
|
|
-
|
|
|
|
2,352
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
$
|
11,771
|
|
|
$
|
-
|
|
|
$
|
11,771
|
|
|
$
|
-
|
|
|
$
|
11,771
|
|
Other short term liabilities
|
|
|
558
|
|
|
|
-
|
|
|
|
558
|
|
|
|
-
|
|
|
|
558
|
|
Credit facility
|
|
|
52,593
|
|
|
|
-
|
|
|
|
47,200
|
|
|
|
-
|
|
|
|
47,200
|
|
We estimate fair value of Facility 1 and
Facility 2
of the revolving credit facility based on a present value analysis utilizing aggregate market yields obtained from independent pricing sources for similar financial instruments. The
carrying value for Facility 3 of the revolving credit facility approximates fair value due to the fact that the borrowings were made in close proximity to December 31, 2017.
The carrying amounts reported on the Consolidated Balance Sheets for Cash and cash equivalents, Restricted cash and Noncurrent restricted cash
approximate fair value because they are highly liquid.
The carrying amounts reported on the Consolidated Balance Sheets for Prepaid expenses and Other current assets, Accrued expenses and Other short term
liabilities approximate fair value due to the short-term nature of these items.
The for-profit education industry has been impacted by numerous regulatory changes, a changing economy and an onslaught of negative media attention. As
a result of these challenges, student populations have declined and operating costs have increased. Over the past few years, the Company has closed over ten locations and exited its online business. In 2017, the Company completed the
teach-out of its Center City Philadelphia, Pennsylvania; Northeast Philadelphia, Pennsylvania; West Palm Beach, Florida; Brockton, Massachusetts; and Lowell, Massachusetts schools. All of these schools were previously included in our HOPS
segment and as of December 31, 2017, they have all been closed.
In August 2018, the Company decided to cease operations, effective December 31, 2018, of its Lincoln College of New England (“LCNE”) campus at
Southington, Connecticut. LCNE results, which was previously reported in the HOPS segment, is now included in the Transitional segment as of December 31, 2018. The Company completed the teach-out and exited the LCNE campus on December 31,
2018.
In the past, we offered any combination of programs at any campus. We have shifted our focus to program offerings that create greater differentiation
among campuses and promote attainment of excellence to attract more students and gain market share. Also, strategically, we began offering continuing education training to select employers who hire our graduates and this is best achieved at
campuses focused on the applicable profession.
As a result of the regulatory environment, market forces and our strategic decisions, we now operate our business in three reportable segments: (a) the
Transportation and Skilled Trades segment; (b) the Healthcare and Other Professions segment; and (c) the Transitional segment. Our reportable segments have been determined based on a method by which we now evaluate performance and allocate
resources. Each reportable segment represents a group of post-secondary education providers that offer a variety of degree and non-degree academic programs. These segments are organized by key market segments to enhance operational
alignment within each segment to more effectively execute our strategic plan. Each of the Company’s schools is a reporting unit and an operating segment. Our operating segments are described below.
Transportation and Skilled Trades –
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).
Transitional
– The Transitional segment
refers to campuses that are being taught-out and closed and operations that are being phased out. The schools in the Transitional segment employ a gradual teach-out process that enables the schools to continue to operate to allow their
current students to complete their course of study. These schools are no longer enrolling new students.
The Company continually evaluates each campus for profitability, earning potential, and customer satisfaction. This evaluation takes several factors
into consideration, including the campus’s geographic location and program offerings, as well as skillsets required of our students by their potential employers. The purpose of this evaluation is to ensure that our programs provide our
students with the best possible opportunity to succeed in the marketplace with the goals of attracting more students to our programs and, ultimately, to provide our shareholders with the maximum return on their investment. Campuses in the
Transitional segment have been subject to this process and have been strategically identified for closure.
We evaluate segment performance based on operating results. Adjustments to reconcile segment results to consolidated results are included under the
caption “Corporate,” which primarily includes unallocated corporate activity.
For all prior periods presented, the Company reclassified its Marietta, Georgia campus from the HOPS segment to the Transportation and Skilled Trades
segment. This reclassification occurred to address how the Company evaluates performance and allocates resources and was approved by the Company’s Board of Directors.
Summary financial information by reporting segment is as follows:
|
|
For the Year Ended December 31,
|
|
|
|
Revenue
|
|
|
Operating (Loss) Income
|
|
|
|
2018
|
|
|
% of
Total
|
|
|
2017
|
|
|
% of
Total
|
|
|
2016
|
|
|
% of
Total
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Transportation and Skilled Trades
|
|
$
|
185,263
|
|
|
|
70.4
|
%
|
|
$
|
181,328
|
|
|
|
69.2
|
%
|
|
$
|
182,276
|
|
|
|
63.8
|
%
|
|
$
|
17,661
|
|
|
$
|
17,795
|
|
|
$
|
21,578
|
|
Healthcare and Other Professions
|
|
|
72,135
|
|
|
|
27.4
|
%
|
|
|
63,641
|
|
|
|
24.3
|
%
|
|
|
62,870
|
|
|
|
22.0
|
%
|
|
|
6,469
|
|
|
|
3,937
|
|
|
|
(9,392
|
)
|
Transitional
|
|
|
5,802
|
|
|
|
2.3
|
%
|
|
|
16,884
|
|
|
|
6.4
|
%
|
|
|
40,413
|
|
|
|
14.2
|
%
|
|
|
(5,994
|
)
|
|
|
(6,926
|
)
|
|
|
(16,995
|
)
|
Corporate
|
|
|
-
|
|
|
|
0.0
|
%
|
|
|
-
|
|
|
|
0.0
|
%
|
|
|
-
|
|
|
|
0.0
|
%
|
|
|
(22,090
|
)
|
|
|
(19,522
|
)
|
|
|
(24,105
|
)
|
Total
|
|
$
|
263,200
|
|
|
|
100
|
%
|
|
$
|
261,853
|
|
|
|
100
|
%
|
|
$
|
285,559
|
|
|
|
100
|
%
|
|
$
|
(3,954
|
)
|
|
$
|
(4,716
|
)
|
|
$
|
(28,914
|
)
|
|
|
Total Assets
|
|
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
Transportation and Skilled Trades
|
|
$
|
92,070
|
|
|
$
|
81,751
|
|
Healthcare and Other Professions
|
|
|
14,078
|
|
|
|
8,297
|
|
Transitional
|
|
|
527
|
|
|
|
4,812
|
|
Corporate
|
|
|
39,363
|
|
|
|
60,353
|
|
Total
|
|
$
|
146,038
|
|
|
$
|
155,213
|
|
14.
|
COMMITMENTS AND CONTINGENCIES
|
Lease Commitments
—The Company leases office
premises, educational facilities and various equipment for varying periods through the year 2030 at basic annual rentals (excluding taxes, insurance, and other expenses under certain leases) as follows:
Year Ending December 31,
|
|
Operating
Leases
|
|
2019
|
|
$
|
16,939
|
|
2020
|
|
|
14,183
|
|
2021
|
|
|
10,708
|
|
2022
|
|
|
8,180
|
|
2023
|
|
|
5,811
|
|
Thereafter
|
|
|
17,610
|
|
|
|
$
|
73,431
|
|
Rent expense, included in operating expenses in the accompanying consolidated statements of operations for the three years ended December 31, 2018, 2017
and 2016 is $17.8 million, $17.4 million and $20.7 million, respectively.
Litigation and Regulatory Matters
—
In the ordinary conduct of our business, we are subject to periodic lawsuits, investigations and claims,
including, but not limited to, claims involving students or graduates and routine employment matters. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, we do not
believe that any currently pending legal proceeding to which we are a party will have a material effect on our business, financial condition, results of operations or cash flows.
Student Loans
—
At December 31, 2018, the Company had outstanding net loan commitments to its students to assist them in financing their education of approximately $46.2 million, net of interest.
Vendor Relationship
—
The Company is party to an agreement with Matco Tools (“Matco”), which expires on July 31, 2019. The Company has agreed to grant Matco exclusive access to 12 campuses and its students and
instructors. This exclusivity includes but is not limited to, all other tool manufacturers and/or tool distributors, by whatever means, during the term of the agreement. Under the agreement, the Company will be provided, on an advance
commission basis, credits which are redeemable in branded tools, tools storage, equipment, and diagnostics products over the term of the contract.
Executive Employment
Agreements
—The Company entered into employment contracts with key executives that provide for continued salary payments if the executives are terminated for reasons other than cause, as defined in the agreements. The future
employment contract commitments for such employees were approximately $3.1 million at December 31, 2018.
Change in Control Agreements
—In
the event of a change of control several key executives will receive continued salary payments based on their employment agreements.
Surety Bonds
—Each of
the Company’s campuses must be authorized by the applicable state education agency in which the campus is located to operate and to grant degrees, diplomas or certificates to its students. The campuses are subject to extensive, ongoing
regulation by each of these states. In addition, the Company’s campuses are required to be authorized by the applicable state education agencies of certain other states in which the campuses recruit students. The Company is required to post
surety bonds on behalf of its campuses and education representatives with multiple states to maintain authorization to conduct its business. At December 31, 2018, the Company has posted surety bonds in the total amount of approximately $12.7
million.
The Company has an agreement with Matco Tools, whereby Matco will provide to the Company, on an advance commission basis, credits in Matco-branded
tools, tool storage, equipment, and diagnostics products. The chief executive officer of the parent company of Matco is considered an immediate family member of one of the Company’s board members. The amount of the Company’s purchases from
this third party were $1.8 million and $2.4 million for the year ended December 31, 2018 and 2017, respectively. Management believes that its agreement with Matco is an arm’s length transaction and on similar terms as would have been obtained
from unaffiliated third parties.
16.
|
UNAUDITED QUARTERLY FINANCIAL INFORMATION
|
The following tables have been updated to reflect changes in discontinued operations. Quarterly financial information for 2018 and 2017 is as follows:
|
|
Quarter
|
|
2018
|
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
61,889
|
|
|
$
|
61,120
|
|
|
$
|
70,078
|
|
|
$
|
70,113
|
|
Net (loss) income
|
|
|
(6,874
|
)
|
|
|
(4,104
|
)
|
|
|
(600
|
)
|
|
|
5,033
|
|
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) earnings per share
|
|
$
|
(0.28
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
0.21
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) earnings per share
|
|
$
|
(0.28
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
0.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
24,138
|
|
|
|
24,486
|
|
|
|
24,533
|
|
|
|
24,533
|
|
Diluted
|
|
|
24,138
|
|
|
|
24,486
|
|
|
|
24,533
|
|
|
|
24,562
|
|
|
|
Quarter
|
|
2017
|
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
65,279
|
|
|
$
|
61,865
|
|
|
$
|
67,308
|
|
|
$
|
67,401
|
|
Net (loss) income
|
|
|
(10,929
|
)
|
|
|
(6,771
|
)
|
|
|
(1,490
|
)
|
|
|
7,707
|
|
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) earnings per share
|
|
$
|
(0.46
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.32
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) earnings per share
|
|
$
|
(0.46
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
23,609
|
|
|
|
23,962
|
|
|
|
24,024
|
|
|
|
24,025
|
|
Diluted
|
|
|
23,609
|
|
|
|
23,962
|
|
|
|
24,024
|
|
|
|
24,590
|
|