U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2021
Commission File Number 000-51371
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
(973 ) 736-9340
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of exchange on which
registered
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Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the 21,542,068 shares of common stock held by non-affiliates of the registrant issued and outstanding as of June 30, 2021, the last business
day of the registrant’s most recently completed second fiscal quarter, was $167,597,289 . This amount is based on the closing price of
the common stock on the Nasdaq Global Select Market of $7.78 per share on that date. Shares of common stock held by executive officers and directors and persons who own 5% or more of the outstanding common stock have been excluded since such
persons may be deemed affiliates. This determination of affiliate status is not a determination for any other purpose.
The number of shares of the registrant’s common stock outstanding as of March 1, 2022 was 27,449,203 .
Documents Incorporated by Reference
Certain information required in Part III of this Annual Report on Form 10-K will be included in a definitive proxy statement for the registrant’s annual meeting of shareholders or an
amendment to this Annual Report on Form 10-K, in either case filed with the Commission within 120 days after December 31, 2021, and is incorporated by reference herein.
LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021
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ITEM 1.
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1
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ITEM 1A.
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23
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ITEM 1B.
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34
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ITEM 2.
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35
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ITEM 3.
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35
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ITEM 4.
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36
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36
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ITEM 5.
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36
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ITEM 6.
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36
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ITEM 7.
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37
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ITEM 7A.
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47
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ITEM 8
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47
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ITEM 9.
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47
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ITEM 9A.
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47
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ITEM 9B.
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48
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ITEM 9C.
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48
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48
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ITEM 10.
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48
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ITEM 11.
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48
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ITEM 12.
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48
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ITEM 13.
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ITEM 14.
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48
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49
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ITEM 15.
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49
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ITEM 16.
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50
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Forward-Looking Statements
This Annual Report on Form 10-K and the documents incorporated by reference contain “forward-looking statements,” within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, which include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. These forward-looking
statements include, without limitation, statements regarding: proposed new programs; expectations that regulatory developments or other matters will or will not have a material adverse effect on our consolidated financial position, results of
operations or liquidity; statements concerning projections, predictions, expectations, estimates or forecasts as to our business, financial and operating results and future economic performance; and statements of management’s goals and objectives
and other similar expressions concerning matters that are not historical facts. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,”
and similar expressions, as well as statements in future tense, identify forward-looking statements.
Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times
at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events,
and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but
are not limited to:
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our failure to comply with the extensive existing regulatory framework applicable to our industry or our failure to obtain timely regulatory approvals in connection
with a change of control of our company or acquisitions;
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the promulgation of new regulations in our industry as to which we may find compliance challenging;
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our success in updating and expanding the content of existing programs and developing new programs in a cost-effective manner or on a timely basis;
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our ability to implement our strategic plan;
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risks associated with changes in applicable federal laws and regulations including pending rulemaking by the U.S. Department of Education;
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uncertainties regarding our ability to comply with federal laws and regulations regarding the 90/10 Rule and cohort default rates;
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risks associated with maintaining accreditation;
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risks associated with opening new campuses and closing existing campuses;
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risks associated with integration of acquired schools;
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industry competition;
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the effect of public health outbreaks, epidemics and pandemics including, without limitation, COVID-19
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conditions and trends in our industry;
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general economic conditions; and
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other factors discussed under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
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Forward-looking statements speak only as of the date the statements are made. Except as required under the federal securities laws and rules and regulations of the United
States Securities and Exchange Commission, we undertake no obligation to update or revise forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. We caution
you not to unduly rely on the forward-looking statements when evaluating the information presented herein.
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BUSINESS
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Overview
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 campuses in 14 states, offers programs in skilled trades (which include HVAC, welding and computerized
numerical control and electrical and electronic systems technology, among other programs), automotive technology, healthcare services (which include nursing, dental assistant and medical administrative assistant, among other programs), hospitality
services (which include culinary, therapeutic massage, cosmetology and aesthetics) and information technology (which consists of information technology programs). 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 accredited and are eligible to participate in federal financial aid programs administered 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 was incorporated in New Jersey in 2003 as the successor-in-interest to various acquired schools including Lincoln Technical Institute, Inc. which opened
its first campus in Newark, New Jersey in 1946.
Our business is organized into two reportable business segments: (a) Transportation and Skilled Trades, and (b) Healthcare and Other Professions. As of
December 31, 2021, we had 13,059 students enrolled at 22 campuses. Our average enrollment for the year ended December 31, 2021 was 12,899 students, which represented an increase of 10.0% from average enrollment in 2020, excluding in each of 2021
and 2020, 45 and 375 students on leave of absence due to COVID-19. For the year ended December 31, 2021, our revenues were $335.3 million, which represented an increase of 14.4% over the prior year. For more information relating to our
revenues, profits and financial condition, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements included in this Annual Report on Form 10-K.
We believe that we provide our students with the highest quality career-oriented training available for our areas of study in our markets thereby serving students, local
employers and their communities. We offer programs in areas of study that we believe are typically underserved by traditional providers of post-secondary education and for which we believe there exists significant demand among students and
employers. Furthermore, we believe our convenient class scheduling, career-focused curricula and emphasis on job placement offer our students valuable advantages that have been previously unaddressed by the traditional academic sector. By combining
substantial distance training with traditional classroom-based training led by experienced instructors, we believe we offer our students a unique opportunity to develop practical job skills in many of the key areas of expected job demand. We
believe these job skills enable our students to compete effectively for employment opportunities and to pursue salary and career advancement.
Business Strategy
We strive to strengthen our position as a leading provider of career‑oriented post-secondary education by continuing to pursue the following strategy:
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Replicate Programs and Expand Existing Areas of Study. Whenever possible, we seek to replicate programs across our
campuses. In addition, we believe we can leverage our operations to expand our program offerings in existing areas of study and new high-demand areas of study in both of our segments. The skills gap continues to expand as talent retires
faster than new employees are hired and as the need for education and training increases in all careers with the accelerating pace of technological change.
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Maximize Utilization of Existing Facilities. We are focused on improving capacity utilization of existing facilities
through increased enrollments, the introduction of new programs and partnerships with industry. In addition, we see opportunities to reduce our real estate needs with the advancement of blended in-person and virtual training that we expect
to roll out over the next two years.
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Expand Geographically. We plan to deploy our resources to strengthen our brand, invest in new programs and seek
opportunities to expand our footprint into new markets. We have a solid portfolio of corporate and industry partners requesting that we explore new geographies to serve them better. Regardless of whether we expand our current campuses to
take advantage of the operating leverage or establish new campuses, our goal is to remain competitive and prudently deploy our resources. Our expansion plans may be achieved organically through the opening of new campuses with existing
resources or through acquisitions.
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Expand Teaching Platform. Using the lessons learned from the COVID-19 pandemic, we believe we can continue to transform
our in-person education model to a hybrid in-person/virtual training model that combines instructor-facilitated online teaching and demonstrations with hands-on labs. Blended learning provides students with greater flexibility and
convenience which should help us attract more students. Moreover, we believe blended learning will create operating efficiencies that will enable us to contain tuition increases over the coming years and thus provide our students with a
higher return on investment in their education.
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Expand Market. We know that many potential students do not have the time and resources to take a one-year program in order
to get into the workforce. Consequently, we are exploring opportunities that for programs that are shorter in duration and less expensive but more intensive providing skills sufficient to gain employment. We are developing programs
internally as well as in concert with industry partners.
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Programs and Areas of Study
We structure our program offerings to provide our students with a practical, career-oriented education and position them for attractive entry-level job opportunities in their
chosen fields. Our diploma/certificate programs typically take between 19 to 136 weeks to complete, with tuition ranging from $7,000 to $45,000. Our associate’s degree programs typically take between 64 to 98 weeks to complete, with tuition
ranging from $28,000 to $38,000. As of December 31, 2021, all of our schools offer diploma and certificate programs and nine of our schools are currently approved to offer associate’s degree programs. In order to accommodate the schedules of our
students and maximize classroom utilization at some of our campuses, we typically offer courses four to five days a week in three shifts per day and start new classes every month. We update and expand our programs frequently to reflect the latest
technological advances in the field, providing our students with the specific skills and knowledge required in the current marketplace. Classroom instruction combines lectures and demonstrations by our experienced faculty with comprehensive
hands-on laboratory exercises in simulated workplace environments.
The following table lists the programs offered as of December 31, 2021:
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Area of Study
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Associate’s Degree
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Diploma and Certificate
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Skilled Trades
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Electronic Engineering Technology, Electronics Systems Service Management
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Electrical & Electronics Systems Technology, Electrician Training, HVAC, Welding Technology, Welding and Metal Fabrication Technology, Welding with Introduction to
Pipefitting, CNC Maching and Manufacturing, Advanced Manufacturing with Robotics
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Automotive
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Automotive Service Management, Collision Repair & Refinishing Service Management, Diesel & Truck Service Management, Heavy Equipment Maintenance Service
Management
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Automotive Mechanics, Automotive Technology, Automotive Technology with Audi, Automotive Technology with BMW FastTrack, Automotive Technology with Mopar X-Press,
Automotive Technology with High Performance, Automotive Technology with Volkswagen, Collision Repair and Refinishing Technology, Diesel & Truck Mechanics, Diesel & Truck Technology, Diesel & Truck Technology with Alternate Fuel
Technology, Diesel & Truck Technology with Transport Refrigeration, Diesel & Truck with Automotive Technology, Heavy Equipment Maintenance Technology, Heavy Equipment and Truck Technology
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Health Sciences
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Medical Assisting Technology
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Medical Office Assistant, Medical Assistant, Patient Care Technician, Medical Coding & Billing, Dental Assistant, Licensed Practical Nursing
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Hospitality Services
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Culinary Arts & Food Services, Cosmetology, Aesthetics, International Baking and Pastry, Nail Technology, Therapeutic Massage & Bodywork Technician
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Information Technology
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Computer Networking and Support
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Computer & Network Support Technician, Computer Systems Support Technician
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Skilled Trades. For the year ended December 31, 2021, skilled trades were our largest area of study,
representing 36% of our total average student enrollment. Our skilled trades programs are 28 to 98 weeks in length, with tuition rates ranging from $18,000 to $33,000. Our skilled trades programs include electrical, heating and air conditioning
repair, welding, computerized numerical control and electronic and electronic systems technology. Graduates of our programs are qualified to obtain entry-level employment positions such as electrician, CNC machinist, cable installer, welder, wiring
and heating, ventilating and air conditioning, or HVAC installer. Our graduates are employed by a wide variety of employers, including residential and commercial construction, telecommunications installation companies and architectural firms. As of
December 31, 2021, we offered skilled trades programs at 15 campuses.
Automotive Technology. Automotive technology is our second largest area of study, with 30% of our total average
student enrollment for the year ended December 31, 2021. Our automotive technology programs are 28 to 136 weeks in length, with tuition rates ranging from $15,000 to $45,000. We believe we are a leading provider of automotive technology education
in each of our local markets. Graduates of our programs are qualified to obtain entry-level employment ranging from positions as technicians and mechanics to various apprentice level positions. Our graduates are employed by a wide variety of
companies, ranging from automotive and diesel dealers, to independent auto body paint and repair shops to trucking and construction companies. As of December 31, 2021, we offered programs in automotive technology at 12 campuses and most of these
campuses offered other technical programs as well. Our campuses in East Windsor, Connecticut; Nashville, Tennessee; Grand Prairie, Texas; Indianapolis, Indiana; and Denver, Colorado are destination campuses, attracting students throughout the
United States and, in some cases, from abroad.
Health Sciences. For the year ended December 31, 2021, 25% of our total average student enrollment was in our
health science program. Our health science programs are 27 to 104 weeks in length, with tuition rates ranging from $15,000 to $30,000. Graduates of our programs are qualified to obtain positions such as licensed practical nurse, registered nurse,
dental assistant, medical assistant, medical administrative assistant, and claims examiner. Our graduates are employed by a wide variety of employers, including hospitals, laboratories, insurance companies, and doctors’ offices. Our practical
nursing and medical assistant programs are our largest health science programs. As of December 31, 2021, we offered health science programs at 11 of our campuses.
Hospitality Services. For the year ended December 31, 2021, 7% of our total average student enrollment was in
our hospitality services programs. Our hospitality services programs are 19 to 88 weeks in length, with tuition rates ranging from $7,000 to $22,000. Our hospitality programs include culinary, therapeutic massage, cosmetology and aesthetics.
Graduates work in salons, spas, cruise ships or are self-employed. We offer massage programs at three campus and cosmetology programs at one campus. Our culinary graduates are employed by restaurants, hotels, cruise ships and bakeries. As of
December 31, 2021, we offered culinary programs at two campuses.
Information Technology. For the year ended December 31, 2021, 2% of our total average student enrollment was in
our information technology programs. Our information technology programs are 42 to 78 weeks in length, with tuition rates of $20,000 to $30,000. We have focused our current information technology, or IT, program offerings on those that are most in
demand, such as our computer and network support technician. Our graduates obtain entry-level positions with both small and large corporations. As of December 31, 2021, we offered these programs at six of our campuses.
Marketing and Student Recruitment
We utilize a variety of marketing and recruiting methods to attract students and increase enrollment. Our marketing and recruiting efforts are targeted at prospective students
who are high school graduates entering the workforce, or who are currently underemployed or unemployed and require additional training to enter or re-enter the workforce.
Marketing and Advertising. We utilize a fully integrated marketing approach in our
lead generation and admissions process that includes the use of traditional media such as television, radio, billboards, direct mail, a variety of print media and event marketing campaigns intended to raise brand awareness. In addition,
we continually grow and enhance our digital marketing efforts, which include paid search, search engine optimization, online video and display advertising and social media channels. These channels currently drive the majority of our new student
leads and enrollments. Our fully integrated marketing campaigns direct prospective students to contact us directly, visit the Lincoln website or other customized landing pages on the internet where they will find details regarding our programs and
campuses and can request additional information regarding the programs that interest them. Our internal systems enable us to closely monitor and track the effectiveness of each marketing execution on a daily or
weekly basis and make adjustments accordingly to enhance our efficiency and limit our student acquisition costs.
Referrals. Referrals from current students, high school counselors and
satisfied graduates and their employers have historically represented 16% of our new student starts. In fiscal year 2021, referrals were approximately 14% of our new student starts which decrease we attribute to the impact of Covid-19. Our school
administrators actively work with our current students to encourage them to recommend our programs to prospective students. We endeavor to build and retain strong relationships with high school guidance counselors and instructors by offering annual
seminars at our training facilities to further familiarize these individuals on the strengths of our programs.
Recruiting. Our recruiting efforts are conducted by a group of approximately 250 campus-based and field
representatives who meet directly with prospective students during presentations conducted at high schools, in the prospective students’ homes or during a visit to one of our campuses. We also recruit adult career-seekers or career-changers
through our campus based representatives.
During fiscal year 2021, we recruited approximately 22% of our students directly out of high school. Field sales continue to be a large part of our business and developing
local community relationships is one of our most important functions.
Student Admissions, Enrollment and Retention
Admissions. In order to attend our schools, students must have either a high school diploma or a high school
equivalency certificate (or General Education Development Certificate, GED). In addition, students must complete an admissions interview and complete a learner assessment. We take admissions requirements very seriously as they are the best
indicators of our students’ likelihood for program success and completion thus leading to successful employment in the industry. The learner assessment is a questionnaire designed to discover student challenges and address them prior to attending.
While each of our programs has different admissions criteria, we screen all applications and counsel prospective students on the most appropriate program to increase the likelihood that our students complete the requisite coursework and obtain and
sustain employment following graduation.
Enrollment. We enroll students continuously throughout the year, with our largest classes enrolling in late
summer or early fall following high school graduation. As of December 31, 2021, we had 13,059 students enrolled at 22 campuses and our average enrollment for the year ended December 31, 2021 was 12,899 students which represented an increase of
10.0% from average enrollment in 2020 excluding 45 and 375 students enrolled in each of 2021 and 2020, respectively, who were on leave of absence due to COVID-19.
Retention. To maximize student retention, the staff at each school is trained to recognize the early warning
signs of a potential drop in retention and to assist and advise students on academic, financial and employment matters. We monitor our retention rates by instructor, course, program and school. When we become aware that a particular instructor or
program is experiencing a higher than normal dropout rate, we quickly seek to determine the cause of the problem and attempt to correct it. When we identify that a student is experiencing difficulty academically, we offer tutoring. As we moved to
online delivery of instruction we saw a slight decline in our student retention rate but we believe this is temporary and will improve as our as faculty become better skilled at online delivery and to ensure that this happens we have developed
online teacher training for all faculty.
Job Placement
We believe that assisting our graduates in securing employment after completing their program of study is critical to our mission as a post-secondary educational
institution as well as to our ability to attract high quality students and enhance our reputation in the industry. In addition, we believe that high job placement rates result in low student loan default rates, an important requirement for
continued participation in Title IV of the Higher Education Act of 1965, as amended (“Title IV Programs”). See Part I, Item 1. “Business - Regulatory Environment—Regulation of Federal Student Financial Aid Programs.” Accordingly, we dedicate
significant resources to maintaining an effective graduate placement program. Our non-destination schools work closely with local employers to ensure that we are training students with skills that local employers
seek. Each school has an advisory council comprised of local employers who provide us with direct feedback on how well we are preparing our students to succeed in the workplace. This enables us to tailor our programs to the marketplace. The
placement staff in each of our destination schools maintains databases of potential employers throughout the country, allowing us to more effectively assist our graduates in securing employment in their career field upon graduation. Throughout
each year, we hold numerous job fairs at our facilities where we provide the opportunity for our students to meet and interact with potential employers. In addition, many of our schools have internship programs that provide our students with
opportunities to work with employers prior to graduation. For example, some of the students in our automotive programs have the opportunity to complete a portion of their hands-on training in an actual work environment. In addition, some of our
students in health sciences programs are required to participate in an externship program during which they work in the field as part of their career training. We also assist students with resume writing, interviewing and other job search skills.
Human Capital Management
Overview
We believe that each of our employees plays an important role in our enterprise. This is particularly true of our faculty. We are focused on attracting and retaining highly
qualified personnel needed to support our objectives of providing superior education in the programs that our schools provide. We believe that diversity and inclusion of our personnel is an essential component for providing a meaningful student
experience by drawing upon a variety of backgrounds and experiences.
As of December 31, 2021, we had approximately 2,056 employees, including 536 full-time instructors and 384 part-time instructors, and approximately 1,136
employees serving in various administrative and management positions. We had no seasonal workers. The number of individuals comprising our workforce has increased by approximately 6.4% in the most recent year.
Our Board of Directors regularly reviews with management the following areas regarding our human capital management:
Staffing Our Schools
Our schools typically are staffed by a school president, a director of career services, a director of education, a director of financial-aid, a director of administrative
services, a director of admissions and, of course, a variety of instructors, all of whom are industry professionals with experience in the areas of study at that particular school.
Our average student/teacher ratio is approximately 16 to 1, however, in fiscal year 2021, our average in-person student/teacher ratio has remained lower than our typical ratio
due to ongoing social distancing requirements necessitated by COVID-19 which varied on a state-by-state basis.
Diversity and Inclusion
We strive to create a culture of diversity and inclusion through our human capital management practices. The achievement of workforce diversity is one important goal in the
outreach efforts for recruitment of professionals. As a result, since January 1, 2017, our diverse workforce percentage has increased from 33.5% to 40.8%. Further, the generational range of our workforce, at the end of 2021, was approximately
equally divided among Baby Boomers, GenXers and Millennials. The largest growth in the generational workforce makeup was in the Millennial and GenZ bands. Our human resources programs work to eliminate discrimination and harassment in all forms
and our Human Resources Department has established a diversity and inclusion policy intended to assist us in meeting our goals of establishing an environment of inclusion and opportunity in hiring, promotions, training and development, working
conditions and compensation.
Development, Training and Retention
The Company employs a staff to attract and engage talent and applies fully integrated recruiting software to track and manage hiring processes for our campuses and corporate
functions. We hire our faculty in accordance with established criteria, including relevant work experience, educational background and accreditation and state regulatory standards. We require meaningful industry experience of our teaching staff in
order to maintain the high quality of instruction in all of our programs that we expect and to address current and industry-specific issues in our course content. In addition, we provide intensive instructional training and continuing education,
including quarterly instructional development seminars, annual reviews, technical upgrade training, faculty development plans and weekly staff meetings.
The Company acknowledges the relevance of managing productivity and efficiency of its workforce. The Company uses current technology resources for sales and student services
tasks, education support, graduate placement services, and internal talent management. Through the application of these technology tools, productivity data are obtained for key positions and used for process improvement, training, and evaluative
purposes.
The Company recognizes the value to both the Company and our students of employee knowledge and skill development throughout their careers and of preparing current employees
for succession opportunities. Therefore, employees receive position-based training, as well as online access to a multitude of programs designed to support their effectiveness and growth-potential. The Company identifies high-performing employee
participants for acceleration training programs to develop internal candidates for succession opportunities in key functions.
Labor Relations
We believe that we have good relationships with all of our employees. At six of our 22 campuses, the teaching professionals are represented by various unions. These approximately 177
employees are covered by collective bargaining agreements that expire between 2022 and 2024. Those expiring in the short term are in the process of renegotiation. We believe that we have good relationships with
these unions and with the employees covered by these collective bargaining agreements and do not foresee issues with entering into satisfactory new agreements.
Health and Safety; COVID-19 Response
The Company considers the well-being and safety of our employees and students to be of paramount importance. In response to the COVID-19 pandemic, we applied CDC guidance and safety
protocols; developed work-from-home options where necessary and possible; covered COVID-19 testing, when requested by a health provider, and COVID-19 vaccination 100% through our health plans and reduced the number of personnel and students onsite
at any time. Our COVID-19 management procedures resulted in continuing operations with strong support and no reductions in force in 2021. As of January 15, 2022, we have covered eight over-the-counter at home COVID-19 tests per covered employee,
every thirty days, through our health plans according to plan provisions.
Our Management
We believe our management team has the experience necessary to effectively implement our growth strategy and continue to drive positive educational and employment outcomes for
our students. Under the circumstances of the challenging and changing landscape of COVID-19, our management demonstrated its abilities in innovation and resilience. For a discussion of the risks relating to the attraction and retention of
management and executive management employees, see Item 1A. “Risk Factors.”
Competition
The for-profit, post-secondary education industry is highly competitive and highly fragmented with no one provider controlling significant market share. Direct competition
between career-oriented schools like ours and traditional four-year colleges or universities is limited. Thus, our main competitors are other for-profit, career-oriented schools, not-for-profit public schools and private schools, and public and
private two-year junior and community colleges, most of which are eligible to receive funding under the federal programs of student financial aid authorized by Title IV Programs. Competition is generally based on location, the type of programs
offered, the quality of instruction, placement rates, reputation, recruiting and tuition rates; therefore, our competition is different in each market depending on, among other things, the availability of other options. Public institutions are
generally able to charge lower tuition than our schools, due in part to government subsidies and other financial sources not available to for-profit schools. In addition, some of our other competitors have a more extensive network of schools and
campuses which enables them to recruit students more efficiently from a wider geographic area. Nevertheless, we believe that we are able to compete effectively in our local markets because of the diversity of our program offerings, quality of
instruction, the strength of our brands, our reputation and our graduates’ success in securing employment after completing their program of study.
Our competition differs in each market depending on the curriculum that we offer. For example, a school offering automotive technology, healthcare services and skilled trades
programs will have a different group of competitors than a school offering healthcare services and IT technology programs. Also, because schools can add new programs within six to twelve months, competition can emerge relatively quickly. Moreover,
with the introduction of online education, the number of competitors in each market has increased because students can now attend classes from an online institution. On average, each of our schools has at least three direct competitors and at least
a dozen indirect competitors.
Environmental Matters
We use hazardous materials at our training facilities and campuses, and generate small quantities of regulated waste such as used oil, antifreeze, paint and car batteries. As
a result, our facilities and operations are subject to a variety of environmental laws and regulations governing, among other things, the use, storage and disposal of solid and hazardous substances and waste, and the clean-up of contamination at
our facilities or off-site locations to which we send or have sent waste for disposal. We are also required to obtain permits for our air emissions and to meet operational and maintenance requirements at certain of our campuses. In the event we do
not maintain compliance with any of these laws and regulations, or are responsible for a spill or release of hazardous materials, we could incur significant costs for clean-up, damages, and fines or penalties. Climate change has not had and is not
expected to have a significant impact on our operations.
Regulatory Environment
Each of our schools participates in the Title IV Programs, which are administered by the DOE. For the year ended December 31, 2021, approximately 75% (calculated based on cash receipts) of our revenues were derived from the Title IV Programs. Students obtain access to federal student financial aid through a DOE prescribed application and eligibility certification
process.
In connection with the students’ receipt of federal financial aid under the Title IV Programs, our schools are subject to extensive regulation by governmental agencies and
licensing and accrediting bodies. In particular, the Higher Education Act of 1965, as amended (the “HEA”), and the regulations issued by the DOE subject us to significant regulatory scrutiny in the form of numerous standards that each of our
schools must satisfy in order to participate in the Title IV Programs. To participate in the Title IV Programs, a school must be authorized to offer its programs of instruction by the applicable state education agencies in the states in which it is
physically located, be accredited by an accrediting commission recognized by the DOE and be certified as an eligible institution by the DOE. All of our schools are currently offering both online and in-person learning due to the COVID-19 pandemic.
Accrediting agencies and some states agencies require schools to obtain approval and meet certain requirements in order to offer programs via distance education in states where the school does not have a campus. The DOE also generally requires
schools that offer a program through distance education to students in a state in which the school is not physically located to meet the requirements of the state to offer programs by distance education in the state. All of our schools are
currently approved to offer both online and in-person learning. The DOE defines an eligible institution to consist of both a main campus and its additional locations, if any. Our schools are either a main campus or an additional location of a
main campus. Each of our schools is subject to extensive regulatory requirements imposed by state education agencies, accrediting commissions, and the DOE as well as other federal and state agencies. Because the DOE periodically revises its
regulations and changes its interpretations of existing laws and regulations, we cannot predict with certainty how Title IV Program requirements will be applied in all circumstances. Our schools also participate in other federal and state financial
aid programs that assist students in paying for the cost of their education and that impose standards that we must satisfy.
State Authorization
Each of our schools must be authorized by the applicable education agencies in the states in which the school is physically located, and in some cases other states, in order
to operate on ground and online and to grant degrees, diplomas or certificates to its students. State agency authorization is also required in each state in which a school is physically located in order for the school to become and remain eligible
to participate in Title IV Programs. The DOE also generally requires schools that offer a program through distance education to students in a state in which the school is not physically located to meet the requirements of the state to offer
programs by distance education in the state. Currently, each of our schools is authorized by the applicable state education agencies in the states in which the school is physically located and in which it recruits students. If we are found not to
be in compliance with the applicable state regulations and a state seeks to restrict one or more of our business activities within its boundaries, we may not be able to recruit or enroll students in that state and may have to stop providing
services in that state, which could have a significant impact on our business and results of operations.
Our schools are subject to extensive, ongoing regulation by each of these states. State laws typically establish standards for instruction, curriculum,
qualifications of faculty, location and nature of facilities and equipment, administrative procedures, marketing, recruiting, financial operations, student outcomes and other operational matters. State laws and regulations may limit our ability
to offer educational programs and to award degrees, diplomas or certificates. It is possible that states could change their state laws and regulations in the future that could impact the Company and its schools. Some states prescribe standards of
financial responsibility that are different from, and in certain cases more stringent than, those prescribed by the DOE. Some states require schools to post a surety bond. We have posted surety bonds on behalf of our schools and education
representatives with multiple states in a total amount of approximately $12.8 million.
The DOE published regulations that took effect on July 1, 2011, that expanded the requirements for an institution to be considered legally authorized in the state in which it is physically
located for Title IV Program purposes. In some cases, the regulations required states to revise their current requirements and/or to license schools in order for institutions to be deemed legally authorized in those states and, in turn, to
participate in Title IV Programs. If the states do not amend their requirements where necessary and if schools do not receive approvals where necessary that comply with these new requirements, then the institution could be deemed to lack the state
authorization necessary to participate in Title IV Programs. The DOE stated when it published the final regulations that it will not publish a list of states that meet, or fail to meet, the requirements, and it is uncertain how the DOE will
interpret these requirements in each state.
If any of our schools fail to comply with state licensing requirements, they are subject to the loss of state licensure or authorization. If any one of our schools lost its
authorization from the education agency of the state in which the school is located, or failed to comply with the DOE’s state authorization requirements, that school would lose its eligibility to participate in Title IV Programs, the Title IV
Program eligibility of its related additional locations could be affected, the impacted schools would be unable to offer its programs, and we could be forced to close the schools. If one of our schools lost its state authorization from a state
other than the state in which the school is located, the school would not be able to recruit students or to operate in that state.
Due to state budget constraints in certain states in which we operate, it is possible that those states may continue to reduce the number of employees in, or curtail the
operations of, the state education agencies that oversee our schools. A delay or refusal by any state education agency in approving any changes in our operations that require state approval could prevent us from making such changes or could delay
our ability to make such changes. States periodically change their laws and regulations applicable to our schools and such changes could require us to change our practices and could have a significant impact on our business and results of
operations.
Accreditation
Accreditation is a non-governmental process through which a school submits to ongoing qualitative and quantitative review by an organization of peer institutions. Accrediting
commissions primarily examine the academic quality of the school’s instructional programs, and a grant of accreditation is generally viewed as confirmation that the school’s programs meet generally accepted academic standards. Accrediting
commissions also review the administrative and financial operations of the schools they accredit to ensure that each school has the resources necessary to perform its educational mission.
Accreditation by an accrediting commission recognized by the DOE is required for an institution to be certified to participate in Title IV Programs. In order to be recognized by the DOE,
accrediting commissions must adopt specific standards for their review of educational institutions. As of December 31, 2021, all 22 of our campuses are nationally accredited by the Accrediting Commission of Career Schools and Colleges, or ACCSC.
The following is a list of the dates on which each campus was accredited by its accrediting commission and the date by which its accreditation must be renewed.
Accrediting Commission of Career Schools and Colleges Reaccreditation Dates
|
School
|
Last Accreditation Letter
|
Next Accreditation
|
||
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Philadelphia, PA2
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November 26, 2018
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May 1, 2023
|
||
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Union, NJ1
|
May 24, 2019
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February 1, 2024
|
||
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Mahwah, NJ1
|
October 15, 2020
|
August 1, 2024
|
||
|
Melrose Park, IL2
|
December 2, 2019
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November 1, 2024
|
||
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Denver, CO1
|
June 14, 2016
|
February 1, 20214
|
||
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Columbia, MD
|
March 8, 2017
|
February 1, 2022
|
||
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Grand Prairie, TX1
|
June 20, 2017
|
August 1, 20214
|
||
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Allentown, PA2
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March 8, 2017
|
February 1, 2022
|
||
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Nashville, TN1
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September 6, 2017
|
May 1, 2022
|
||
|
Indianapolis, IN
|
May 15, 2018
|
November 1, 20214
|
||
|
New Britain, CT
|
June 5, 2018
|
January 1, 2023
|
||
|
Shelton, CT2
|
March 1, 2019
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September 1, 2023
|
||
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Queens, NY1
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September 4, 2018
|
June 1, 2023
|
||
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East Windsor, CT2
|
October 17, 2017
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February 1, 2023
|
||
|
South Plainfield, NJ1
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December 2, 2019
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August 1, 2024
|
||
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Iselin, NJ
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May 15, 2018
|
May 15, 2023
|
||
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Moorestown, NJ3
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May 15, 2018
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May 15, 2023
|
||
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Paramus, NJ3
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May 15, 2018
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May 15, 2023
|
||
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Lincoln, RI3
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May 15, 2018
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May 15, 2023
|
||
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Somerville, MA3
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May 15, 2018
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May 15, 2023
|
||
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Summerlin, NV3
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May 15, 2018
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May 15, 2023
|
||
|
Marietta, GA3
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May 15, 2018
|
May 15, 2022
|
| 1 |
Branch campus of main campus in Indianapolis, IN
|
| 2 |
Branch campus of main campus in New Britain, CT
|
| 3 |
Branch campus of main campus in Iselin, NJ
|
| 4 |
Campus going through reaccreditation
|
In February 2022, the ACCSC determined to discontinue previously required system-wide financial reporting of our schools and instead determined to continue monitoring
financial stability with system-wide heightened monitoring which is not considered reporting and accordingly the restrictions applied to a school subject to reporting do not apply to schools subject to heightened monitoring. We plan to provide the
information requested by ACCSC by the requested deadline at the end of June 2022 for consideration at the Commission’s August 2022 meeting.
If one of our schools fails to comply with accrediting commission requirements, the institution and its main and/or branch campuses are subject to the loss of accreditation or
may be placed on probation or a special monitoring or reporting status which, if the noncompliance with accrediting commission requirements is not resolved, could result in loss of accreditation or restrictions on the addition of new locations, new
programs, or other substantive changes. If any one of our schools loses its accreditation, students attending that school would no longer be eligible to receive Title IV Program funding, and we could be forced to close that school.
On October 28, 2021, the DOE announced that it had notified ACCSC that a decision on the recognition by the DOE of ACCSC as an accrediting agency was being deferred
pending the submission of additional information about ACCSC’s monitoring, evaluation, and actions related to high-risk institutions. DOE staff reportedly has up to 75 days after receipt of the written response from ACCSC (on or before January 10,
2022) to provide a written response. A designated senior DOE official is expected to make a decision regarding the continued recognition of ACCSC after the receipt and review of the responses. The DOE regulations indicate that ACCSC may appeal an
adverse decision to the DOE Secretary and potentially to federal court.
If the DOE withdraws the recognition of an accrediting agency, the HEA indicates that the DOE may continue the eligibility of qualified institutions accredited by the
accrediting agency for a period of up to 18 months from the date of the withdrawal of the DOE’s recognition of the accrediting agency. If provided, this period would provide time for institutions to apply for accreditation from another
DOE-recognized accrediting body. The DOE could impose provisional certification and other conditions and restrictions on such institutions during this time period. If the DOE declines to continue its recognition of ACCSC and if the subsequent
period for obtaining accreditation from another DOE-recognized accrediting agency lapses before we obtain accreditation from another DOE-recognize accrediting agency (or if the DOE does not provide such a period for institutions to obtain other
accreditation), our schools could lose our Title IV eligibility.
We cannot predict the timing and outcome of the DOE’s decision on the continuation of its recognition of ACCSC, the timing and outcome of any appeal that ACCSC might
pursue in the event of an adverse decision, or the duration and conditions of any period the DOE may elect to provide to institutions to obtain accreditation from another DOE-recognized accrediting agency.
Programmatic accreditation is the process through which specific programs are reviewed and approved by industry and program-specific accrediting entities. Although
programmatic accreditation is not generally necessary for Title IV Program eligibility, such accreditation may be required to allow students to sit for certain licensure exams or to work in a particular profession or career or to meet other
requirements. Failure to obtain or maintain such programmatic accreditation may lead to a decline in enrollments in such programs.
Nature of Federal and State Support for Post-Secondary Education
The federal government provides a substantial part of the support for post-secondary education through Title IV Programs, in the form of grants and loans to students who can
use those funds at any institution that has been certified as eligible by the DOE. Most aid under Title IV Programs is awarded on the basis of financial need, generally defined as the difference between the cost of attending the institution and the
expected amount a student and his or her family can reasonably contribute to that cost. A recipient of Title IV Program funds must maintain a satisfactory grade point average and progress in a timely manner toward completion of his or her program
of study and must meet other applicable eligibility requirements for the receipt of Title IV Program funds. In addition, each school must ensure that Title IV Program funds are properly accounted for and disbursed in the correct amounts to eligible
students and provide reports on recipient data.
Other Financial Assistance Programs
Some of our students receive financial aid from federal sources other than Title IV Programs, such as programs administered by the U.S. Department of Veterans Affairs (“VA”).
In addition, some states also provide financial aid to our students in the form of grants, loans or scholarships. The eligibility requirements for state financial aid and these other federal aid programs vary among the funding agencies and by
program. States that provide financial aid to our students are facing significant budgetary constraints and some of these have reduced the level of state financial aid available to our students. Due to state budgetary shortfalls and constraints in
certain states in which we operate, we believe that the overall level of state financial aid for our students is likely to continue to decrease in the near term, but we cannot predict how significant any such reductions will be or how long they
will last. Federal budgetary shortfalls and constraints, or decisions by federal lawmakers to limit or prohibit access by our institutions or their students to federal financial aid, could result in a decrease in the level of federal financial aid
for our students.
In 2021, we derived approximately 7% of our revenues, on a cash basis, from veterans’ benefits programs, which include the Post-9/11 GI Bill and Veteran Readiness and
Employment services. To continue participation in veterans’ benefits programs, an institution must comply with certain requirements established by the VA, including that the institution report on the enrollment status of eligible students; maintain
student records and make such records available for inspection; follow rules applicable to the individual benefits programs; comply with rules applicable to distance education and hybrid programs; and comply with applicable limits on the percentage
of students having a portion of their tuition or other institutional charges paid by the school or with certain veterans’ benefits.
The VA shares responsibility for VA benefit approval and oversight with designated State Approving Agencies (“SAAs”). SAAs play a critical role in evaluating institutions and
their programs to determine if they meet VA benefit eligibility requirements. Processes and approval criteria, as well as interpretation of applicable requirements, can vary from state to state. Therefore, approval in one state does not necessarily
result in approval in all states.
The VA imposes limitations on the percentage of students per program who have a portion of their tuition or other institutional charges paid by the school or with certain
veterans’ benefits, unless the program qualifies for certain exemptions. If the VA determines that a program is out of compliance with these limitations, the VA will continue to provide benefits to current students, but new students will not be
eligible to use their veterans’ benefits for an affected program until we demonstrate compliance. Additionally, the VA requires a campus be in operation for two years before it can apply to participate in VA benefit programs. All of our campuses
are eligible to participate in VA education benefit programs.
During 2012, President Obama signed an Executive Order directing the Department of Defense (“DOD”), Veterans Affairs and Education to establish “Principles of Excellence”
(“Principles”), based on certain guidelines set forth in the Executive Order, to apply to educational institutions receiving federal funding for service members, veterans and family members. As requested, we provided written confirmation of our
intent to comply with the Principles to the VA in June 2012. We are required to comply with the Principles to continue recruitment activities on military installations. Additionally, there is a requirement to possess a memorandum of understanding
(“MOU”) with the DOD as well as with certain individual installations. Our access to bases for student recruitment has become more limited due to recent changes in the Transition Assistance Program (Transition Goals, Plans, Success) and increased
enforcement of the MOU requirement. Each of our institutions has an MOU with the DOD. We have MOUs with certain key individual installations and are pursuing MOUs at additional locations; however, some installations will not provide MOUs to
institutions that do not teach at the installation. We continue to strengthen and develop relationships with our existing contacts and with new contacts in order to maintain and rebuild our access to military installations.
In addition to Title IV Programs and other government-administered programs, all of our schools offer extended financing programs to their students. This extension of credit
helps fill the gap between what the student receives from all financial aid sources and what the student may need to cover the full cost of his or her education. Students or their parents can apply to a number of different lenders for this funding
at current market interest rates. We are required to comply with applicable federal and state laws related to certain consumer and educational loans and credit extensions. On December 21, 2021, we received a letter from the Consumer Financial
Protection Bureau (“CFPB”) stating that the CFPB is assessing whether we are subject to CFPB’s supervisory authority based on its activities related to consumer lending. The letter states that the CFPB has the authority to supervise certain
entities in the private education loan market and certain other consumer financial products and services. The CFPB requested a list of information from us in order to conduct its assessment. We have provided the requested information to the CFPB
and are waiting for the CFPB to respond.
On January 20, 2022, the CFPB issued a press release announcing that it would begin examining the “operations of post-secondary schools, such as for-profit
colleges, that extend private loans directly to students.” The CFPB also issued an update to its exam procedures including a new section on institutional loans. The CFPB examiners will consider both general lending issues and issues
specific to educational institutions. The CFPB announcement indicates that CFPB examiners will look into issues such as enrollment restrictions for students late on payments, withholding transcripts, accelerating payments when a student withdraws, failing to issue appropriate refunds, and improper lending relationships. The CFPB
could decide to conduct further reviews of private lending to students at our schools, initiate proceedings against us, or seek to impose requirements on us or private lending to students at our schools. We cannot predict whether the CFPB or other
regulators will conduct further reviews or take actions that could require us to change private lending to students at our schools or have a material adverse impact on our operations.
Regulation of Federal Student Financial Aid Programs
To participate in Title IV Programs, an institution must be authorized to offer its programs by the relevant state education agencies in the state in which it is
physically located, be accredited by an accrediting commission recognized by the DOE and be certified as eligible by the DOE. The DOE will certify an institution to participate in Title IV Programs only after reviewing and approving an
institution’s application to participate in the Title IV Programs. The DOE defines an institution to consist of both a main campus and its additional locations, if any. Under this definition, for DOE purposes as of December 31, 2021 we
had the following three institutions, collectively consisting of three main campuses and 19 additional locations:
|
Main Institution/Campus(es)
|
Additional Location(s)
|
||
|
Iselin, NJ
|
Moorestown, NJ
|
||
|
Paramus, NJ
|
|||
|
Somerville, MA
|
|||
|
Lincoln, RI
|
|||
|
Marietta, GA
|
|||
|
Las Vegas, NV (Summerlin)
|
|||
|
New Britain, CT
|
Shelton, CT
|
||
|
Philadelphia, PA
|
|||
|
East Windsor, CT
|
|||
|
Melrose Park, IL
|
|||
|
Allentown, PA
|
|||
|
Columbia, MD
|
|||
|
Indianapolis, IN
|
Grand Prairie, TX
|
||
|
Nashville, TN
|
|||
|
Denver, CO
|
|||
|
Union, NJ
|
|||
|
Mahwah, NJ
|
|||
|
Queens, NY
|
|||
|
South Plainfield, NJ
|
Each institution must periodically apply to the DOE for continued certification to participate in Title IV Programs. The institution also must apply for recertification when
it undergoes a change in ownership resulting in a change of control. The institution also may come under DOE review when it undergoes a substantive change that requires the submission of an application, such as opening an additional location or
raising the highest academic credential it offers. All institutions are recertified on various dates for various periods of time. The following table sets forth the expiration dates for each of our institutions’ current Title IV Program
participation agreements:
|
Institution
|
Expiration Date of Current Program Participation Agreement
|
|
|
Iselin, NJ
|
December 31, 20221
|
|
|
Indianapolis, IN
|
September 30, 20221
|
|
|
New Britain, CT
|
December 31, 20221
|
| 1 |
Provisionally certified.
|
The DOE typically provides provisional certification to an institution following a change in ownership resulting in a change of control and also may provisionally certify an institution for
other reasons, including, but not limited to, noncompliance with certain standards of administrative capability and financial responsibility. These institutions generate 100% of the Company’s revenue based on revenues for the 2021 fiscal year.
All of our institutions are provisionally certified based on findings in recent audits of the institutions’ Title IV Program compliance that the DOE alleges identified deficiencies related to DOE regulations regarding an institutions’ level of
administrative capability. An institution that is provisionally certified receives fewer due process rights than those received by other institutions in the event the DOE takes certain adverse actions against the institution, is required to obtain
prior DOE approvals of new campuses and educational programs, and may be subject to heightened scrutiny by the DOE. Provisional certification makes it easier for the DOE to revoke or decline to renew our Title IV eligibility if the DOE under the
new administration chooses to take such an action against us and other provisionally certified for-profit schools without undergoing a formal administrative appeal process. The DOE could attempt to use an institution’s provisional certification as
a basis for imposing additional conditions or restrictions on the institution. The DOE is currently engaged in a negotiated rulemaking process that is considering, among other issues, establishing rules to authorize additional conditions and
restrictions on provisionally certified institutions. See “Regulatory Environment – Negotiated Rulemaking.” Provisional certification does not otherwise limit an institution’s access to Title IV Program funds.
The DOE is responsible for overseeing compliance with Title IV Program requirements. As a result, each of our schools is subject to detailed oversight and review, and must
comply with a complex framework of laws and regulations. Because the DOE periodically revises its regulations and changes its interpretation of existing laws and regulations, we cannot predict with certainty how the Title IV Program requirements
will be applied in all circumstances.
Significant factors relating to Title IV Programs that could adversely affect us include the following:
Congressional Action. Political and budgetary concerns significantly affect Title IV Programs. Congress
periodically revises the Higher Education Act of 1965, as amended (“HEA”) and other laws governing Title IV Programs. It is not known if or when Congress will pass final legislation that comprehensively reauthorizes and amends the Higher Education
Act or other laws affecting U.S. Federal student aid.
In addition, Congress reviews and determines federal appropriations for Title IV Programs on an annual basis. Congress can also make changes in the laws
affecting Title IV Programs in the annual appropriations bills and in other laws it enacts between the HEA reauthorizations such as its recent amendment to the 90/10 rule in the HEA. See “Regulatory Environment – 90/10 Rule.” Because a
significant percentage of our revenues are derived from Title IV Programs, any action by Congress or the DOE that significantly reduces Title IV Program funding, that limits or restricts the ability of our schools, programs, or students to receive funding through the Title IV Programs, or that imposes new restrictions or constraints upon our business or operations could reduce our student enrollment and
our revenues, and could increase our administrative costs and require us to modify our practices in order for our schools to comply fully with Title IV Program requirements. The potential for changes that may be adverse to us and other for-profit
schools like ours may increase as a result of the change in administration and changes in Congress.
Further, current requirements for student or school participation in Title IV Programs may change or one or more of the present Title IV Programs could be replaced by other programs with
materially different student or school eligibility requirements. If we cannot comply with the provisions of the HEA, as they may be amended, or if the cost of such compliance is excessive, or if funding is materially reduced, our revenues or
profit margin could be materially adversely affected.
Gainful Employment. In October 2014, the DOE issued final gainful employment
regulations requiring each educational program offered by our institutions to achieve threshold rates in at least one of two debt measure categories related to an annual debt to annual earnings ratio and an annual debt to discretionary income
ratio. On July 1, 2019, the DOE issued final regulations that rescind the gainful employment regulations effective July 1, 2020, although the DOE provided institutions with the opportunity to implement the new
regulations early. It is possible that Congress or the DOE could enact or establish new law or regulations that could restore the gainful employment requirements or similar and potentially stricter requirements, but we cannot predict the
likelihood, timing or scope of such requirements. The DOE commenced a negotiated rulemaking process in January 2022 in which it has proposed to establish new gainful employment requirements that would be applicable to all of our educational
programs. The negotiated rulemaking process is expected to take place during 2022 and to result in final regulations that would take effect on July 1, 2023, but we cannot predict the precise timing, effective date and content of the gainful
employment regulations that are expected to emerge from this process. We also cannot predict the extent to which our programs may be adversely impacted by the tests that might be established by new regulations. The implementation of new
gainful employment regulations could require us to eliminate or modify certain educational programs, could result in the loss of our students’ access to Title IV Program funds for the affected programs, and could have a significant impact on the
rate at which students enroll in our programs and on our business and results of operations. If our programs are adversely impacted or we must eliminate or modify certain programs or our students lose access to Title IV Program funds there could
be a material adverse effect on our business and results of operations.
Borrower Defense to Repayment Regulations. On July 1, 2020, the DOE’s previously published final Borrower Defense to Repayment
regulations became effective. Among other things, these regulations amended the processes for borrowers to receive from the DOE a discharge of the obligation to repay certain Title IV Program loans first disbursed on or after July 1, 2020 based on
certain acts or omissions by the institution or a covered party. The new and existing DOE regulations establish detailed procedures and standards for the loan discharge processes for periods prior to July 1, 2017, between July 1, 2017 and June 30,
2020, and on or after July 1, 2020, including the information required for borrowers to receive a loan discharge, and the authority of the DOE to seek recovery from the institution of the amount of discharged loans. The
regulations also modify certain components of the financial responsibility regulations, including the list of triggering events that could result in the DOE determining that the institution lacks financial responsibility and must submit to the
DOE a letter of credit or other form of acceptable financial protection and accept other conditions on the institution’s Title IV Program eligibility. See Part I, Item 1. “Business - Regulatory Environment –
Financial Responsibility Standards.” The final regulations also generally permit the use of arbitration clauses and class action waivers while requiring institutions to make certain disclosures to students.
The current and future rules could have a material adverse effect on our schools’ business and results of operations, and the broad sweep of the rules may, in the future, require our schools
to submit a letter of credit based on expanded standards of financial responsibility. See “Business - Regulatory Environment – Financial Responsibility Standards.” Moreover, Congress or the DOE could enact or
establish new laws or regulations that could restore prior versions of the borrower defense to repayment requirements or similar and potentially stricter requirements. The DOE convened a negotiated rulemaking committee in late 2021 aimed
at developing new regulations on a variety of topics including borrower defense to repayment. The DOE is expected to develop and publish proposed regulations that typically would be subject to a notice and comment period during which the public
may comment on the proposed regulations and the DOE may respond to such comments and ultimately publish final regulations. The DOE generally is required to publish final regulations by November 1 in order for the regulations to become effective on
July 1 of the following year. We cannot predict the ultimate timing or content of the regulations that are anticipated to emerge from this process. The final regulations could result in new requirements that would make it easier for borrowers to
obtain discharges of their loans and for the DOE to recover liabilities from institutions and impose other sanctions. The implementation of new borrower defense to repayment regulations by the DOE and the enforcement of the existing borrower
defense to repayment regulations could have a material adverse effect on our business and results of operations. See “Business – Regulatory Environment – Negotiated Rulemaking.”
On April 29, 2021, the Company received communication from the DOE indicating that the DOE was in receipt of a number of borrower defense applications containing allegations concerning us and
requiring the DOE to undertake a fact-finding process pursuant to DOE regulations. Among other things, the communication outlines a process by which the DOE would provide to us the applications and llow us the opportunity to submit responses to
them. Further, the communication outlines certain information requests, relating to the period between 2007 and 2013, in connection with the DOE’s preliminary review of the borrower defense applications. Based upon publicly available information,
it appears that the DOE has undertaken similar reviews of other educational institutions which have also been the subject of various borrower defense applications. We have received the borrower application claims and have completed the process of
thoroughly reviewing and responding to each borrower application as well as providing information in response to the DOE’s requests.
Given the early stage of this matter, management is not able to predict the outcome of the DOE’s review at this time. If the DOE disagrees with our legal and factual grounds for contesting
the applications, the DOE may impose liabilities on the Company based on the discharge of the loans at issue in the pending applications which could have a material adverse effect on our business and results of operations.
It is possible that we may receive from the DOE in the future borrower defense applications submitted by or on behalf of prior, current, or future students and that the DOE could seek to
recover liabilities from us for discharged loans.
If the DOE grants any pending or future borrower applications, the DOE regulations state that the DOE may initiate an appropriate proceeding to recover liabilities arising from the loans in
the applications. If the DOE initiates such a proceeding, we would request reconsideration of the liabilities. We cannot predict the timing or amount of all borrower defense applications that borrowers may submit to the DOE or that the DOE may
grant in the future, or the timing or amount of any possible liabilities that the DOE may seek to recover from the Company, if any.
The “90/10 Rule.” Under the HEA, a proprietary institution that derives more than
90% of its total revenue from Title IV Programs (its “90/10 Rule percentage”) for two consecutive fiscal years becomes immediately ineligible to participate in Title IV Programs and may not reapply for eligibility until the end of at least 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, including a potential requirement to submit a letter of credit. See
Part I, Item 1. “Business - Regulatory Environment – Financial Responsibility Standards.” If an institution 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.
We have calculated that, for our 2021 fiscal year, our institutions’ 90/10 Rule percentages ranged from 72% to 80%. For 2020, none of our existing institutions derived more
than 90% of their revenues from Title IV Programs. Our calculations are subject to review by the DOE.
If Congress or the DOE were to amend the 90/10 Rule to treat other forms of federal financial aid as Title IV Program revenue for 90/10 Rule purposes, lower the 90% threshold,
or otherwise change the calculation methodology, or make other changes to the 90/10 Rule, those changes could make it more difficult for our institutions to comply with the 90/10 Rule. A loss of eligibility to participate in Title IV Programs for
any of our institutions would have a significant impact on the rate at which our students enroll in our programs and on our business and results of operations.
In March 2021, the American Rescue Plan Act of 2021 (“ARPA”) was signed into law. The ARPA includes a provision that amends the 90/10 rule. The ARPA amends the 90/10 rule by treating other
“Federal funds that are disbursed or delivered to or on behalf of a student to be used to attend such institution” in the same way as Title IV Program funds are currently treated in the 90/10 rule calculation. This means that our institutions will
be required to limit the combined amount of Title IV Program funds and applicable “Federal funds” revenue in a fiscal year to no more than 90% in a fiscal year as calculated under the rule. Consequently, the ARPA change to the 90/10 rule is
expected to increase the 90/10 rule calculations at our institutions. The ARPA does not identify the specific Federal funding programs that will be covered by this provision, but it is expected to include funding from federal student aid programs
such as the veterans’ benefits programs, which include the Post-9/11 GI Bill and Veterans Readiness and Employment services and from which we derived approximately 7% of our revenues on a cash basis in 2021. For the year ended December 31, 2021,
approximately 75% (calculated based on cash receipts) of our revenues were derived from the Title IV Programs.
The ARPA states that the amendments to the 90/10 rule apply to institutional fiscal years beginning on or after January 1, 2023 and are subject to the HEA’s negotiated rulemaking process.
Accordingly, the ARPA change to the 90/10 rule is not expected to apply to our 90/10 rule calculations until 2024 relating to our fiscal year ended 2023. Moreover, we cannot predict the additional changes to the 90/10 rule or other regulations that
might occur as a result of negotiated rulemaking that recently began in January 2022 as required by the ARPA. The negotiated rulemaking committee is expected to meet on a periodic basis through March 2022. The DOE is expected to publish proposed
regulations thereafter that typically are subject to a notice and comment period before the DOE publishes final regulations after consideration of public comments. We cannot predict the ultimate timing and content of the final regulations, but the
future regulations on 90/10 could have a material adverse effect on us and other schools like ours.
We anticipate making changes to our operations in order to address the possible future provisions in the 90/10 rule and in order to maintain the 90/10 percentages at our institutions below
the 90% threshold as calculated under DOE regulations. However, we do not have significant control over the amount of Title IV Program funds that our students may receive and borrow. Our institutions’ 90/10 percentages can be increased by increases
in Title IV Programs aid availability (including, for example, increases in Pell Grant funds) and can be decreased by decreases in the availability of state grant program funding and other sources of student aid that do not count as Title IV
Programs funds in the 90/10 calculation. Our institutions’ 90/10 percentages also will increase when the ARPA amendments to the 90/10 rule take effect to the extent that students eligible to receive military and veteran education assistance enroll
and use their financial assistance at our institutions. We cannot be certain that the changes we make in the future will succeed in maintaining our institutions’ 90/10 percentages below required levels or that the changes will not materially impact
our business operations, revenues, and operating costs.
If any of our institutions lose eligibility to participate in Title IV Programs, that loss would cause an event of default under our credit agreement, would also adversely affect our
students’ access to various government-sponsored student financial aid programs, and would have a significant impact on the rate at which our students enroll in our programs and on our business and results of operations.
Student Loan Defaults. The HEA limits participation in Title IV Programs by institutions whose former students
defaulted on the repayment of federally guaranteed or funded student loans above a prescribed rate (the “cohort default rate”). The DOE calculates these rates based on the number of students who have defaulted, not the dollar amount of such
defaults. The cohort default rate is calculated on a federal fiscal year basis and measures the percentage of students who enter repayment of a loan during the federal fiscal year and default on the loan on or before the end of the federal fiscal
year or the subsequent two federal fiscal years.
Under the HEA, an institution whose Federal Family Education Loan, or FFEL, and Federal Direct Loan, or FDL, cohort default rate is 30% or greater for three
consecutive federal fiscal years loses eligibility to participate in the FFEL, FDL, and Pell programs for the remainder of the federal fiscal year in which the DOE determines that such institution has lost its eligibility and for the two
subsequent federal fiscal years. An institution whose FFEL and FDL cohort default rate for any single federal fiscal year exceeds 40% loses its eligibility to participate in the FFEL and FDL programs for the remainder of the federal fiscal year
in which the DOE determines that such institution has lost its eligibility and for the two subsequent federal fiscal years. If an institution’s three-year cohort default rate equals or exceeds 30% in two of the three most recent federal
fiscal years for which the DOE has issued cohort default rates, the institution may be placed on provisional certification status and could be required to submit a letter of credit to the DOE. See Part I, Item 1. “Business - Regulatory Environment – Financial Responsibility Standards.”
In September 2021, the DOE released the final cohort default rates for the 2018 federal fiscal year. These are the most recent final rates published by the DOE. The rates for our existing
institutions for the 2018 federal fiscal year range from 6.6% to 11.3%. None of our institutions had a cohort default rate equal to or greater than 30% for the 2018 federal fiscal year.
In February 2022, the DOE released draft three-year cohort default rates for the 2019 federal fiscal year. The draft cohort default rates are subject to change pending receipt of the final
cohort default rates, which the DOE is expected to publish in September 2022. The draft rates for our institutions for the 2019 federal fiscal year range from 2.0% to 3.0%. None of our institutions had draft cohort default rates of 30% or more.
Financial Responsibility Standards.
All institutions participating in Title IV Programs must satisfy specific standards of financial responsibility. The DOE evaluates institutions for compliance with these
standards each year, based on 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 most significant financial responsibility measurement is the institution’s composite score, which is calculated by the DOE based on three ratios:
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The equity ratio, which measures the institution’s capital resources, ability to borrow and financial viability;
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The primary reserve ratio, which measures the institution’s ability to support current operations from expendable resources; and
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The net income ratio, which measures the institution’s ability to operate at a profit.
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The DOE assigns a strength factor to the results of each of these ratios on a scale from negative 1.0 to positive 3.0, with negative 1.0 reflecting financial weakness and
positive 3.0 reflecting financial strength. The DOE then assigns a weighting percentage to each ratio and adds the weighted scores for the three ratios together to produce a composite score for the institution. 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 an institution is required to make
disbursements to students under the Heightened Cash Monitoring 1 (“HCM1”) payment method, or a different payment method other than the advance 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 equal to 50 percent of the Title IV Program funds received by the institution during its most recent fiscal year. The DOE permits an institution to participate under the “Zone
Alternative” for a period of up to three consecutive fiscal years. 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, an 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 the 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. Effective July 1, 2016, a school under 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 parent provides written authorization for the school to hold the credit balance.
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 eligibility to participate in the Title IV Programs on an alternative basis by, among other things:
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Posting a letter of credit in an amount 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; or
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Posting a letter of credit in an amount equal to at least 10% of the Title IV Program funds received by the institution during its most recently completed fiscal year
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.
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The DOE has evaluated the financial responsibility of our institutions on a consolidated basis. We submitted to the DOE our audited financial statements for the 2018 fiscal year reflecting a
composite score of 1.1 based upon our calculations. The DOE indicated in a January 13, 2020 letter its determination that our institutions are “in the zone” based on our composite score for the 2018 fiscal year and that we are required to operate
under the Zone Alternative requirements, including the requirement to make disbursements under the HCM1 payment method and to notify the DOE within 10 days of the occurrence of certain oversight and financial events. We also were required to submit
to the DOE bi-weekly cash balance submissions outlining our available cash on hand, monthly actual and projected cash flow statements, and monthly student rosters.
On February 16, 2021, we received a letter from the DOE confirming our composite score of 1.5 for fiscal year 2019 as well as removing the Company from the Zone Alternative requirements. On
August 26, 2021, the DOE sent us correspondence stating that our three institutions had performed all of the requirements of the February 16, 2021, letter and notifying us that the DOE had returned our institutions to advance pay on August 19,
2021.
For the 2020 and 2021 fiscal year, we calculated our composite score to be 2.7 and 3.0, respectively. These scores are subject to determination by the DOE based on its review of our
consolidated audited financial statements for the 2020 and 2021 fiscal years, but we believe it is likely that the DOE will determine that our institutions comply with the composite score requirement.
On September 23, 2019, the DOE published final regulations with a general effective date of July 1, 2020 that, among other things, modified the list of
triggering events that could result in the DOE determining that the institution lacks financial responsibility and must submit to the DOE a letter of credit or other form of acceptable financial protection and accept other conditions on the
institution’s Title IV Program eligibility. The regulations create lists of mandatory triggering events and discretionary triggering events. An institution is not able to meet its financial or administrative obligations if a mandatory
triggering event occurs. The mandatory triggering events include:
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the institution’s recalculated composite score is less than 1.0 as determined by the DOE as a result of an institutional liability from a settlement, final judgment,
or final determination in an administrative or judicial action or proceeding brought by a Federal or State entity;
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the institution’s recalculated composite score goes from less than 1.5 to less than 1.0 as determined by the DOE as a result of a withdrawal of owner’s equity from the
institution;
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the SEC takes certain actions against the institution or the institution fails to comply with certain filing requirements; or
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the occurrence of two or more discretionary triggering events (as described below) within a certain time period.
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The DOE also may determine that an institution lacks financial responsibility if one of the following discretionary triggering events occurs and the event is likely to have a
material adverse effect on the financial condition of the institution:
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a show cause or similar order from the institution’s accrediting agency that could result in the withdrawal, revocation or suspension of institutional accreditation;
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a notice from the institution’s state licensing agency of an intent to withdraw or terminate the institution’s state licensure if the institution does not take steps
to comply with state requirements;
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a default, delinquency, or other event occurs as a result of an institutional violation of a security or loan agreement that enables the creditor to require an
increase in collateral, a change in contractual obligations, an increase in interest rates or payment, or other sanctions, penalties or fees;
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a failure to comply with the 90/10 Rule during the institution’s most recently completed fiscal year;
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high annual drop-out rates from the institution as determined by the DOE; or
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official cohort default rates of at least 30 percent for the two most recent years unless a pending appeal could sufficiently reduce one of the rates.
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The regulations require the institution to notify the DOE of the occurrence of a mandatory or discretionary triggering event and to provide certain information to the DOE to
demonstrate why the event does not establish the institution’s lack of financial responsibility or require the submission of a letter of credit or imposition of other requirements.
The expanded financial responsibility regulations could result in the DOE recalculating and reducing our composite score to account for DOE estimates of potential losses under
one or more of the extensive list of triggering circumstances and also could result in the imposition of conditions and requirements including a requirement to provide a letter of credit or other form of financial protection.
It is difficult to predict the amount or duration of any letter of credit requirement that the DOE might impose under the regulation. The requirement to submit a letter of credit or to
accept other conditions or restrictions could have a material adverse effect on our schools’ business and results of operations.
As reported above, in January 2022, the DOE commenced a series of meetings with a negotiated rulemaking committee in order to develop new regulations on a
variety of topics including financial responsibility. The committee meetings are expected to take place through March 2022 after which the DOE is expected to publish proposed regulations for public comment and ultimately publish final
regulations after consideration of public comments. The regulations typically would take effect on July 1, 2023 if the DOE publishes the final regulations by November 1, 2022. We cannot predict the ultimate timing and content of the financial
responsibility regulations that are expected to emerge from this process. However, the DOE is considering proposals that, among other things, would expand the list and scope of triggering events and other circumstances that could result
in the DOE determining that the institution lacks financial responsibility and must submit to the DOE a letter of credit or other form of acceptable financial protection and accept other conditions on the institution’s Title IV Program
eligibility. The implementation of new financial responsibility regulations could increase the likelihood of the DOE concluding that we lack financial responsibility and must submit to the DOE a letter of credit and accept other conditions that
could have a material adverse effect on our schools’ business and results of operations.
Return of Title IV Program Funds. 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 returned for students who withdrew in the institution’s prior fiscal year.
On January 11, 2018, the DOE sent letters to our then Columbia, Maryland and Iselin, New Jersey institutions requiring each institution to submit a letter of credit to the DOE based on
findings of late returns of Title IV Program funds in the annual Title IV Program compliance audits submitted to the DOE for the fiscal year ended December 31, 2016. Accordingly, we submitted letters of credit in the amounts of $0.5 million and
$0.1 million to the DOE by the February 23, 2018 deadline and we continue to comply with the letter of credit requirement. By letter dated February 16, 2021, the DOE notified us that our Columbia and Iselin institutions failed to comply with the
refund requirements based on their 2017, 2018, and 2019 audits. Consequently, the DOE has required us to maintain with the DOE a letter of credit in the amount of $600,020. The expiration date of this letter of credit has been extended until
January 31, 2023.
Negotiated Rulemaking. The DOE periodically issues new regulations and guidance that can have an
adverse effect on our institutions. We cannot predict the timing and content of any new regulations or guidance that the DOE may seek to impose or whether and to what extent the DOE under the new administration may issue new regulations and
guidance that could adversely impact for-profit schools including our institutions.
The DOE engaged in additional negotiated rulemaking in 2019 that resulted in new regulations with a general effective date of July 1, 2020. On October 15, 2018, the DOE published a notice in
the Federal Register announcing its intent to establish a negotiated rulemaking committee and three subcommittees to develop proposed regulations related to several matters, including, but not limited to, requirements for accrediting agencies in
their oversight of member institutions and programs; criteria used by the DOE to recognize accrediting agencies; simplification of the DOE’s recognition and review of accrediting agencies; clarification of the core oversight responsibilities
amongst accrediting agencies, states and the DOE to hold institutions accountable; clarification of the permissible arrangements between an institution of higher education and another organization to provide a portion of an educational program;
roles and responsibilities of institutions and accrediting agencies in the teach-out process; regulatory changes required to ensure equitable treatment of brick-and-mortar and distance education programs; regulatory changes required to enable
expansion of direct assessment programs, distance education, and competency-based education; regulatory changes required to clarify disclosure and other requirements of state authorization; protections to ensure that accreditors recognize and
respect institutional mission and evaluate an institution’s policies and educational programs based on that mission; simplification of state authorization requirements related to distance education; defining “regular and substantive interaction” as
it relates to distance education; defining the term “credit hour”; defining the requirements related to the length of educational programs and entry level requirements for the occupation; addressing regulatory barriers in the DOE’s institutional
eligibility and general provision regulations; addressing direct assessment programs and competency-based education; and other matters. The DOE released draft proposed regulations for consideration and negotiation by the negotiated rulemaking
committee and subcommittees that covered additional topics and made additional revisions and updates to the draft proposed regulations prior to subsequent meetings of the committee and subcommittee in early 2019, including, but not limited to,
amendments to current regulations regarding the clock to credit hour conversion formula; the requirements for measuring the lengths of certain educational programs; the requirements for returning unearned Title IV Program funds received for
students who withdraw before completing their educational programs; and the requirements for measuring a student’s satisfactory academic progress. The committee and subcommittees completed their meetings in April 2019 and reached consensus on
draft proposed regulations. On June 12, 2019, the DOE published proposed regulations on some of the topics in a notice of proposed rulemaking in the Federal Register for public comment and to consider revisions to the regulations in response to
the comments before publishing final versions of the regulations. The regulations have a general effective date of July 1, 2020.
The DOE conducted additional negotiated rulemaking in 2020 that resulted in new regulations with a general effective date of July 1, 2021. On April 2, 2020, the DOE published proposed
regulations related primarily to distance education and to topics addressed during negotiated rulemaking committee meetings that took place in early 2019. The proposed regulations address topics including, among other things, correspondence
courses, direct assessment programs, foreign institutions, written arrangements with ineligible institutions or organizations to provide a portion of an educational program, requirements for prompt action by the DOE on certain Title IV eligibility
applications, requirements related to the length of educational programs and entry level requirements for the occupation, the clock to credit hour conversion formula, the requirements for returning unearned Title IV Program funds received for
students who withdraw before completing their educational programs, and the requirements for measuring a student’s satisfactory academic progress. On September 2, 2020, the DOE published the final regulations with some amendments and a general
effective date of July 1, 2021.
The DOE initiated two additional negotiated rulemaking processes in 2021 and 2022, respectively. The first of the two negotiated rulemaking sessions took place during the last quarter of
2021. The topics included borrower defense to repayment (including, among other things, potential expanded limitations on recruitment tactics and conduct that are deemed to be aggressive or deceptive), the return of prohibitions on pre-dispute
arbitration agreements and class action waivers, closed school loan discharges (including the reinstatement of automatic closed school loan discharges), total and permanent disability discharges, public student loan forgiveness, income driven
repayment, interest capitalization, false certification discharges, and prison exchange programs. The DOE is expected to publish proposed regulations in the Federal Register for public comment during 2022. If the final regulations are published by
or before November 1, 2022, then the regulations typically would not take effect until July 1, 2023. The future borrower defense to repayment and closed school loan discharge rules are expected to be extensive and to make it easier for borrowers
to obtain discharges of student loans and for the DOE to assess liabilities and other sanctions on institutions based on the loan discharges. Moreover, the potential for expanded rules regarding recruitment tactics and conduct could lead to
increased scrutiny of recruiting and marketing practices and the potential for sanctions on schools deemed to be noncompliant up to and including loss of Title IV eligibility. However, we cannot predict the ultimate timing and content of any final
regulations following the conclusion of the rulemaking process.
The second of the two negotiated rulemaking sessions began in January 2022 and are scheduled to finish during March 2022. The topics include the 90/10 rule, gainful employment,
administrative capability standards, financial responsibility standards, eligibility certification procedures, changes in ownership, and ability to benefit. The DOE is expected to publish proposed regulations in the Federal Register for public
comment during 2022. If the final regulations are published by or before November 1, 2022, then the regulations typically would not take effect until July 1, 2023. The new regulations that the DOE ultimately will publish and implement are expected
to impose a broad range of additional requirements on institutions and especially on for-profit institutions like our schools. In turn, the new regulations are likely to increase the possibility that our schools could be subject to additional
reporting requirements, to potential liabilities and sanctions such as letter of credit amounts, and to potential loss of Title IV eligibility if our efforts to modify our operations to comply with the new regulations are unsuccessful. However, we
cannot predict the ultimate timing and content of any final regulations following the conclusion of the rulemaking process.
We also cannot predict with certainty the ultimate combined impact of the regulatory changes which have occurred in recent years and that may occur as a result of the upcoming negotiated
rulemaking, nor can we predict the effect of future legislative or regulatory action by federal, state or other agencies regulating our education programs or other aspects of our operations, how any resulting regulations will be interpreted or
whether we and our institutions will be able to comply with these requirements in the future. Any such actions by legislative or regulatory bodies that affect our programs and operations could have a material adverse effect on our student
population and our institutions, including the need to cease offering a number of programs.
Substantial Misrepresentation. The DOE’s regulations prohibit an institution that participates in Title IV Programs from engaging
in substantial misrepresentation of the nature of its educational programs, financial charges, graduate employability or its relationship with the DOE. A “misrepresentation” includes any false, erroneous, or misleading statement (whether made in
writing, visually, orally, or through other means) that is made by an eligible institution, by one of its representatives, or by a third party that provides to the institution educational programs, marketing, advertising, recruiting, or admissions
services and that is made to a student, prospective student, any member of the public, an accrediting or state agency, or to DOE. The DOE defines a “substantial misrepresentation” to include any misrepresentation on which the person to whom it was
made could reasonably be expected to rely, or has reasonably relied, to that person’s detriment. The definition of “substantial misrepresentation” is broad and, therefore, it is possible that a statement made by the institution or one of its
service providers or representatives could be construed by the DOE to constitute a substantial misrepresentation. If the DOE determines that one of our institutions has engaged in substantial misrepresentation, the DOE may impose sanctions or other
conditions upon the institution including, but not limited to, initiating an action to fine the institution or limit, suspend, or terminate its eligibility to participate in the Title IV Programs and may seek to discharge students’ loans and impose
liabilities upon the institution. See Part I, Item 1. “Business - Regulatory Environment – Borrower Defense To Repayment Regulations.” The DOE has initiated a negotiated rulemaking process that may result in, among
other things, an expansion of the categories of conduct deemed to be a misrepresentation and that also may result in new prohibitions on certain types of recruiting tactics and conduct that the DOE deems to be aggressive or deceptive. The
implementation of such regulations could result in further scrutiny of marketing and recruiting practices by institutions like our schools and could increase the chances of the DOE finding practices to be noncompliant and imposing sanctions based
on the alleged noncompliance up to and including fines and potential loss of Title IV eligibility. The rulemaking process is ongoing and, therefore, we cannot predict the ultimate timing and content of new regulations that the DOE may publish
and implement. See Part I, Item 1. “Business – Regulatory Environment – Negotiated Rulemaking.”
School Acquisitions. When a company acquires a school that is eligible to participate in Title IV Programs, that
school undergoes a change of ownership resulting in a change of control as defined by the DOE. Upon such a change of control, a school’s eligibility to participate in Title IV Programs is generally suspended until it has applied for recertification
by the DOE as an eligible school under its new ownership, which requires that the school also re-establish its state authorization and accreditation. The DOE may temporarily and provisionally certify an institution seeking approval of a change of
control under certain circumstances while the DOE reviews the institution’s application. The time required for the DOE to act on such an application may vary substantially. The DOE recertification of an institution following a change of control
will be on a provisional basis. Thus, any plans to expand our business through acquisition of additional schools and have them certified by the DOE to participate in Title IV Programs must take into account the approval requirements of the DOE and
the relevant state education agencies and accrediting commissions. The DOE has initiated a negotiated rulemaking process that may result in new rules that, among other things, may expand the requirements applicable to school acquisitions in ways
that could make it more difficult to acquire additional schools. The rulemaking process is ongoing and, therefore, we cannot predict the ultimate timing and content of new regulations that the DOE may publish and implement. See Part I, Item 1.
“Business – Regulatory Environment – Negotiated Rulemaking.”
Change of Control. In addition to school acquisitions, other types of transactions can also cause a change of control. The DOE,
most state education agencies and our accrediting commissions have standards pertaining to the change of control of schools, but these standards are not uniform. DOE regulations describe some transactions that constitute a change of control,
including the transfer of a controlling interest in the voting stock of an institution or the institution’s parent corporation. For a publicly traded corporation, DOE regulations provide that a change of control occurs in one of two ways: (a) if a
person acquires ownership and control of the corporation so that the corporation is required to file a Current Report on Form 8-K with the Securities and Exchange Commission disclosing the change of control or (b) if the corporation has a
shareholder that owns at least 25% of the total outstanding voting stock of the corporation and is the largest shareholder of the corporation, and that shareholder ceases to own at least 25% of such stock or ceases to be the largest shareholder.
These standards are subject to interpretation by the DOE. A significant purchase or disposition of our common stock could be determined by the DOE to be a change of control under this standard.
Most of the states and our accrediting commissions include the sale of a controlling interest of common stock in the definition of a change of control although some agencies
could determine that the sale or disposition of a smaller interest would result in a change of control. A change of control under the definition of one of these agencies would require the affected school to reaffirm its state authorization or
accreditation. Some agencies would require approval prior to a sale or disposition that would result in a change of control in order to maintain authorization or accreditation. The requirements to obtain such reaffirmation from the states and our
accrediting commissions vary widely.
A change of control could occur as a result of future transactions in which the Company or our schools are involved. Some corporate reorganizations and some changes in the board of directors
of the Company are examples of such transactions. Moreover, the potential adverse effects of a change of control could influence future decisions by us and our shareholders regarding the sale, purchase, transfer, issuance or redemption of our
stock. In addition, the adverse regulatory effect of a change of control also could discourage bids for shares of our common stock and could have an adverse effect on the market price of our shares. The DOE has
initiated a negotiated rulemaking process that may result in new rules that, among other things, may change the rules associated with the ownership and control of Title IV participating schools in ways that could further influence future
decisions by us or by current or prospective shareholders regarding the sale, purchase, transfer, issuance or redemption of our stock, or that could impact our ability or willingness to make certain organizational changes. The rulemaking process
is ongoing and, therefore, we cannot predict the ultimate timing and content of new regulations that the DOE may publish and implement. See Part I, Item 1. “Business – Regulatory Environment – Negotiated Rulemaking.”
Opening Additional Schools and Adding Educational Programs. For-profit educational institutions must be
authorized by their state education agencies and be fully operational for two years before applying to the DOE to participate in Title IV Programs. However, an institution that is certified to participate in Title IV Programs may establish an
additional location and apply to participate in Title IV Programs at that location without reference to the two-year requirement, if such additional location satisfies all other applicable DOE eligibility requirements. Our expansion plans are
based, in part, on our ability to open new schools as additional locations of our existing institutions and take into account the DOE’s approval requirements.
A student may use Title IV Program funds only to pay the costs associated with enrollment in an eligible educational program offered by an institution participating in Title
IV Programs. Generally, unless otherwise required by the DOE or by DOE regulations, an institution that is eligible to participate in Title IV Programs may add a new educational program without DOE approval. However, institutions that are
provisionally certified may be required to obtain approval of new educational programs. Our Indianapolis, New Britain, and Columbia institutions are provisionally certified and required to obtain prior DOE approval of new locations and of new
educational programs because of our composite score. If an institution erroneously determines that an educational program is eligible for purposes of Title IV Programs, the institution would likely be liable for repayment of Title IV Program funds
provided to students in that educational program. Our expansion plans are based, in part, on our ability to add new educational programs at our existing schools.
Some of the state education agencies and our accrediting commission also have requirements that may affect our schools’ ability to open a new campus, establish an additional
location of an existing institution or begin offering a new educational program. The DOE has initiated a negotiated rulemaking process that may result in new rules that, among other things, may further restrict the ability of some schools – such
as schools that are provisionally certified – to add new locations or educational programs which could impact our ability to make such changes if we are provisionally certified or subject to other criteria in the regulations that ultimately are
adopted. The rulemaking process is ongoing and, therefore, we cannot predict the ultimate timing and content of new regulations that the DOE may publish and implement. See Part I, Item 1. “Business – Regulatory Environment – Negotiated
Rulemaking.”
Closed School Loan Discharges. The DOE may grant closed school loan
discharges of Federal student loans based upon applications by qualified students. The DOE also may initiate discharges on its own for students who have not reenrolled in another Title
IV Program eligible school within three years after the closure and who attended campuses that closed on or after November 1, 2013, as did some of our former campuses. If the DOE discharges some or all of these loans, the DOE may seek to recover
the cost of the loan discharges from us. The DOE is currently conducting a negotiated rulemaking process on a variety of topics, including closed school loan discharges (and, among other things, the reintroduction of automatic closed school loan
discharges), which could result in regulations that would make it easier for borrowers to obtain discharges of their loans and for the DOE to recover liabilities from institutions. See Part I, Item 1. “Business – Regulatory Environment –
Negotiated Rulemaking.”.
We have received five separate letters from the DOE since September 3, 2020, asserting liabilities for closed school loan discharges in connection with the closure of some of our campuses.
The total liability paid to the DOE since September 3, 2020, has been approximately $345,000. We previously operated four other campuses that closed in the past and that could be subject to closed school loan discharges in the future, including
automatic closed school loan discharges that could be granted by the DOE. We cannot predict any additional loan discharges that the DOE may approve or the liabilities that the DOE may seek from us for these campuses or other campuses that have
closed in the past.
Administrative Capability. The DOE assesses the administrative capability of each institution that participates
in Title IV Programs under a series of separate standards. Failure to satisfy any of the standards may lead the DOE to find the institution ineligible to participate in Title IV Programs or to place the institution on provisional certification as a
condition of its participation. These criteria require, among other things, that the institution:
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Comply with all applicable federal student financial aid requirements;
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Have capable and sufficient personnel to administer the federal student Title IV Programs;
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Administer Title IV Programs with adequate checks and balances in its system of internal controls over financial reporting;
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Divide the function of authorizing and disbursing or delivering Title IV Program funds so that no office has the responsibility for both functions;
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Establish and maintain records required under the Title IV Program regulations;
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Develop and apply an adequate system to identify and resolve discrepancies in information from sources regarding a student’s application for financial aid under the Title IV Program;
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Have acceptable methods of defining and measuring the satisfactory academic progress of its students;
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Refer to the Office of the Inspector General any credible information indicating that any applicant, student, employee, third party servicer or other agent of the
school has been engaged in any fraud or other illegal conduct involving Title IV Programs;
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Not be, and not have any principal or affiliate who is, debarred or suspended from federal contracting or engaging in activity that is cause for debarment or
suspension;
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Provide adequate financial aid counseling to its students;
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Submit in a timely manner all reports and financial statements required by the Title IV Program regulations; and
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Not otherwise appear to lack administrative capability.
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The DOE has placed three of our institutions on provisional certification based on findings in recent audits of the institutions’ Title IV compliance
that the DOE alleges identified deficiencies in regulations related to DOE regulations regarding an institutions’ level of administrative capability. See Part I. Item 1. “Business - Regulatory Environment – Regulation of Federal Student Financial
Aid Programs.” Failure by us to satisfy any of these or other administrative capability criteria could cause our institutions to be subject to sanctions or other actions by the DOE or to lose eligibility to
participate in Title IV Programs, which would have a significant impact on our business and results of operations. The DOE has initiated a negotiated rulemaking process that may result in new rules that, among other things, may expand the scope
of the administrative capability regulations to include other requirements (such as, for example, providing adequate career services and refraining from misrepresentations and certain types of recruiting practices). The rulemaking process is
ongoing and, therefore, we cannot predict the ultimate timing and content of new regulations that the DOE may publish and implement. See Part I, Item 1. “Business – Regulatory Environment – Negotiated Rulemaking.”
Restrictions on Payment of Commissions, Bonuses and Other Incentive Payments. An
institution participating in Title IV Programs may not provide any commission, bonus or other incentive payment based directly or indirectly on success in securing enrollments or financial aid to any person or entity engaged in any student
recruiting or admission activities or in making decisions regarding the awarding of Title IV Program funds. The DOE’s regulations established twelve “safe harbors” identifying types of compensation that could be paid without violating the
incentive compensation rule. On October 29, 2010, the DOE adopted final rules that took effect on July 1, 2011 and amended the incentive compensation rule by, among other things, eliminating the twelve safe harbors (thereby reducing the scope of
permissible compensatory payments under the rule) and expanding the scope of compensatory payments and employees subject to the rule. We cannot predict how the DOE will interpret and enforce the revised incentive compensation rule and the limited
published guidance that the DOE has provided, nor how it will apply the rule and guidance to our past, present, and future compensation practices. The implementation of the final regulations required us to change our
compensation practices and has had and will continue to have a significant impact the productivity of our employees, on the retention of our employees and on our business and results of operations.
Compliance with Regulatory Standards and Effect of Regulatory Violations. Our schools are subject to audits, program reviews, site visits, and other reviews by various federal and state regulatory agencies, including, but not limited to, the DOE, the DOE’s Office of Inspector General (“OIG”), state
education agencies and other state regulators, the U.S. Department of Veterans Affairs and other federal agencies (such as, for example, the Federal Trade Commission (“FTC”) or the Consumer Financial Protection Board (“CFPB”)), and by our
accrediting commissions. In addition, each of our institutions must retain an independent certified public accountant to conduct an annual audit of the institution’s administration of Title IV Program funds. The institution must submit the
resulting audit report to the DOE for review. Some of the findings in the annual Title IV Program compliance audits for some of our institutions resulted in the DOE placing those institutions on provisional certification. See Part I.
Item 1. “Business - Regulatory Environment – Regulation of Federal Student Financial Aid Programs.”
In 2021, our New Britain, Iselin and Indianapolis institutions received final audit determination letters from the DOE in connection with the Title IV Program compliance audits conducted for
the 2020 fiscal year. The letters contain findings of alleged noncompliance with certain Title IV Program requirements for each institution. The total amount of questioned funds in the reports were immaterial and had been repaid prior to the
issuance of the final audit determination letters. In addition to the payment of the questioned amounts, the letters require the institutions to correct all of the deficiencies noted in the audit reports and require the auditor to comment in the
2021 fiscal year audit on the actions taken by the institutions in response to the findings and required actions. The letters indicate that repeat findings in future audits or failure to satisfactorily resolve the findings of the audit could lead
to an adverse action. Each letter also notes that, due to the seriousness of one or more of the findings, the letter has been referred to a separate office within the DOE for consideration of possible adverse action including the possible
imposition of a fine; the limitation, suspension, or termination of the institution’s Title IV Program eligibility; the revocation of the institution’s provisional program participation agreement; or the denial of a future application for renewal
of the institution’s Title IV Program certification. Each letter indicates that the DOE will notify the institution if the DOE initiates an adverse action and will notify the institution of its appeal rights and procedures on how to contest the
action if any is taken. We are continuing to cooperate with the audit process and to respond to the DOE’s requests for information in connection with the audits.
On December 16, 2020, the OIG began an audit of our Indianapolis institution to ensure that we used the funds provided under the Higher Education Emergency Relief Fund
(“HEERF”) for allowable and intended purposes and to perform limited work on the institution’s cash management practices and HEERF reporting. We have been cooperating with the OIG during its audit of the institution. In September 2021, the OIG
issued a final audit report containing 3 findings of alleged non-compliance and 2 additional topics that were each classified as an “other matter.” The final report is inclusive of our response to the findings and other matters. The final audit
report has been sent to the DOE for further consideration. We cannot predict the outcome of the audit, any liabilities or other actions the DOE might initiate in response to the audit findings, or the outcome of any appeal that might result in
response to a DOE action related to the findings. We are continuing to cooperate with the ongoing audit process.
If one of our schools fails to comply with accrediting or state licensing requirements, such school and its main and/or branch campuses could be subject to the loss of state
licensure or accreditation, which in turn could result in a loss of eligibility to participate in Title IV Programs. If the DOE or another agency determined that one of our institutions improperly disbursed Title IV Program funds or violated a
provision of the HEA or DOE regulations, the institution could be required to repay such funds and related costs to the DOE and lenders, and could be assessed an administrative fine. The DOE could also place the institution on provisional
certification status and/or transfer the institution to the reimbursement or cash monitoring system of receiving Title IV Program funds, under which an institution must disburse its own funds to students and document the students’ eligibility for
Title IV Program funds before receiving such funds from the DOE. See Part I, Item 1. “Business - Regulatory Environment – Financial Responsibility Standards.”
Significant violations of Title IV Program requirements by the Company or any of our institutions could be the basis for the DOE to limit, suspend, terminate, revoke, or
decline to renew the participation of the affected institution in Title IV Programs or to seek civil or criminal penalties. Generally, a termination of Title IV Program eligibility extends for 18 months before the institution may apply for
reinstatement of its participation. There is no DOE proceeding pending to fine any of our institutions or to limit, suspend or terminate any of our institutions’ participation in Title IV Programs, nor has the DOE notified us of an intent to revoke
or decline to renew any of our institutions’ participation in Title IV Programs.
We and our schools are also subject to claims and lawsuits relating to regulatory compliance brought not only by federal and state regulatory agencies and our accrediting
bodies, but also by third parties, such as present or former students or employees and other members of the public. If we are unable to successfully resolve or defend against any such claim or lawsuit, we may be required to pay money damages or be
subject to fines, limitations, loss of federal funding, injunctions or other penalties. Moreover, even if we successfully resolve or defend against any such claim or lawsuit, we may have to devote significant financial and management resources in
order to reach such a result.
Scrutiny of the For-Profit Postsecondary Education Sector. In recent
years, Congress, the DOE, state legislatures, accrediting agencies, the CFPB, the FTC, state attorneys general and the media have scrutinized the for-profit postsecondary education sector. Congressional hearings and roundtable discussions were held
regarding various aspects of the education industry, including issues surrounding student debt as well as publicly reported student outcomes that may be used as part of an institution’s recruiting and admissions practices, and reports were issued
that are highly critical of for-profit colleges and universities. A group of influential U.S. senators, consumer advocacy groups and some media outlets have strongly and repeatedly encouraged agencies such as the DOE, the FTC, the CFPB, the
Department of Defense and the Department of Veterans Affairs and its state approving agencies to take action to limit or terminate the participation of institutions such as ours in existing tuition assistance programs. Both major political parties
have conveyed significantly different views on how they would propose to reauthorize the Title IV Programs and the various conditions on program or institutional eligibility they would require. As a result of the election of President Biden and
the new leadership of the DOE, there is an increased likelihood of scrutiny of our institutions by federal agencies. It is not possible to know how this may affect the Company, however, any actions that limit our participation in Title IV Programs
or the amount of student financial aid for which our students are eligible would negatively impact our business.
On December 21, 2021, we received a letter from the Consumer Financial Protection Bureau (“CFPB”) stating that the CFPB is assessing whether we are subject to
CFPB’s supervisory authority based on its activities related to consumer lending. The letter states that the CFPB has the authority to supervise certain entities in the private education loan market and certain other consumer financial products
and services. The CFPB requested a list of information from us in order to conduct its assessment. We have provided the requested information to the CFPB and are waiting for the CFPB to respond. See Part I. Item 1. “Business -
Regulatory Environment – Other Financial Assistance Programs.”
On October 6, 2021, the FTC issued an announcement regarding its plan to target false claims by for-profit colleges on topics such as promises about graduates’ job and earnings prospects and
other outcomes, its intent to impose “significant financial penalties” on violators, and its intent to monitor the market carefully with federal and state partners. The FTC indicated in the announcement that it had put 70 for-profit higher
education institutions on notice that the agency would be “cracking down” on any such false promises. All of our institutions were among the 70 institutions who received this notice. Although the FTC stated that a school’s presence on the list of
70 institutions does not reflect any assessment as to whether they have engaged in deceptive or unfair conduct, the FTC’s announcement and its issuance of notices to schools could lead to further scrutiny, investigations, and potential attempted
enforcement actions by the FTC and other regulators against for-profit schools, including our schools.
On October 8, 2021, the DOE announced the establishment of an Office of Enforcement within the Federal Student Aid office that oversees institutions participating in the Title IV programs.
The action restored an office that previously was established in 2016 but deprioritized during the prior presidential administration. The office will comprise four existing divisions including the Administrative Actions and Appeals Services Group
(which among other things initiates adverse actions against institutions), the Borrower Defense Group (which analyzes borrower defense to repayment claims), the Investigations Group (which evaluates and investigates potential institutional
noncompliance and collaborates with other federal and state regulators), and the Resolution and Referral Management Group (which tracks and resolves referrals, allegations and complaints about institutions and other parties that participate in the
Title IV programs). The establishment of the Office of Enforcement could result in an increase in enforcement actions and other activities against for-profit schools and school companies, including us.
Coronavirus Aid, Relief, and Economic Security (“CARES”). On March 27, 2020, the CARES Act was
signed into law, which includes a $2 trillion federal economic relief package providing financial assistance and other relief to individuals and businesses impacted by the spread of COVID-19. The CARES Act includes provisions for financial
assistance and other regulatory relief benefitting students and their postsecondary institutions.
Among other things, the CARES Act includes a $14 billion HEERF funds for the DOE to distribute directly to institutions of higher education. Institutions are required to
use at least half of the HEERF funds for emergency grants to students for expenses related to disruptions in campus operations (e.g., food, housing, etc.). Institutions are permitted to use the remainder of the funds for additional emergency
grants to students or to cover institutional costs associated with significant changes to the delivery of instruction due to the COVID-19 emergency, provided that those costs do not include payment to contractors for the provision of
pre-enrollment recruitment activities, endowments, or capital outlays associated with facilities related to athletics, sectarian instruction, or religious worship. The law requires institutions receiving funds to continue to the greatest extent
practicable to pay its employees and contractors during the period of any disruptions or closures related to the COVID-19 emergency.
The DOE has allocated funds to each institution of higher education based on a formula contained in the CARES Act. The formula is heavily weighted toward
institutions with large numbers of Pell Grant recipients. The DOE allocated $27.4 million to our schools distributed in two equal installments and required them to be utilized by April 30, 2021 and May 14, 2021, respectively. The Company has
distributed the full $13.7 million of its first installment as emergency grants to students and has utilized the full $13.7 million of its second installment. If the funds are not spent or accounted for in accordance with applicable
requirements, we could be required to return funds or be subject to other sanctions. The DOE is currently reviewing a final audit report issued by the OIG on September 24, 2021 regarding several matters including whether we used HEERF funds
for allowable and intended purposes. See Part I. Item 1. “Business - Regulatory Environment – Compliance with Regulatory Standards and Effect of Regulatory Violations.”
Coronavirus Response and Relief Supplemental Appropriations Act, 2021 (“CRRSAA”) and ARPA. On
December 27, 2020, the Consolidated Appropriations Act, 2021 was signed into law. This annual appropriations bill contained the CRRSAA. CRRSAA provided an additional $81.9 billion to the Education Stabilization Fund including $22.7 billion for
the HEERF, which were originally created by the CARES Act in March 2020. The higher education provisions of the CRRSAA are intended in part to provide additional financial assistance benefitting students and their postsecondary institutions in
the wake of the spread of COVID-19 across the country and its impact on higher educational institutions. In March 2021, the $1.9 trillion American Rescue Plan Act of 2021 (“ARPA”) was signed into law. Among other things, the ARPA provides $40 billion in relief funds that will go directly to colleges and universities with $395.8 million going to for-profit institutions. The DOE has allocated a total of $24.4
million to our schools from the funds made available under CRRSAA and ARPA. As of December 31, 2021, the Company has drawn down and distributed to our students $14.8 million of these allocated funds. The remainder of the funds are on hold by the
DOE and will be distributed to the students upon release. Failure to comply with requirements for the usage and reporting of these funds could result in requirements to repay some or all of the allocated funds and in
other sanctions.
Available Information
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act are available free of charge on our website at www.lincolntech.edu under the “Investor Relations - Financial Information - SEC Filings” captions, as soon as
reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. Reports of our executive officers, directors and any other persons required to file securities ownership reports under Section 16(a) of the
Exchange Act are also available through our website. Information contained on our website is not a part of this Annual Report on Form 10-K and is not incorporated herein by reference.
The risk factors described below and other information included elsewhere in this Annual Report on Form 10-K are among the numerous risks faced by our Company and should be
carefully considered before deciding to invest in, sell or retain shares of our common stock. These are factors that, individually or in the aggregate, could cause our actual results to differ materially from expected and historical results and
the risks and uncertainties described below are not the only ones we face. Investors should understand that it is not possible to predict or identify all such risks and, as such, should not consider the following to be a complete discussion of all
potential risks and uncertainties that may affect the Company. Investors should consider carefully the risks and uncertainties described below in addition to other information contained in this Annual Report on Form 10-K, including our consolidated
financial statements and related notes.
RISKS RELATED TO COVID-19
Public health outbreaks, epidemics and pandemics such as the COVID-19 pandemic can have far-reaching and negative impacts on world economies. The
pandemic caused by COVID-19 has had a significant impact on the U.S. economy which has continued through 2021 and could have a materially adverse impact on our business, results of operations, financial condition and/or cash flows.
The COVID-19 pandemic has caused significant disruption to the U.S. and world economies, including the closing of many schools and businesses for extended periods of time,
significantly higher unemployment and underemployment, significantly lower interest rates and equity market valuations, and extreme volatility in the U.S. and world financial markets. The impact of the COVID-19 pandemic on the U.S. economy has
continued to be significant during 2021.
The extent to which the COVID-19 pandemic, including its variants, continues to impact our business, results of operations, financial condition and/or cash flows will depend
on future developments, which are highly uncertain, unpredictable and largely beyond our control, including, among others: the scope and duration of COVID-19 and its variants; the number of our employees, students, and vendors adversely affected by
the pandemic; the broader public health and economic dislocations resulting from the pandemic; any legislative or regulatory changes or other actions taken by governmental authorities to limit the public health, financial and economic impacts of
the COVID-19 pandemic; any reputational damage related to the public perception of our or our industry’s response to the COVID-19 pandemic; and the impact of the COVID-19 pandemic on local, and U.S. economies.
RISKS RELATED TO OUR INDUSTRY
Our failure to comply with the extensive regulatory requirements for participation in Title IV Programs and school operations could result in financial
penalties, restrictions on our operations and loss of external financial aid funding, which could affect our revenues and impose significant operating restrictions on us.
Our industry is highly regulated by federal and state governmental agencies and by accrediting commissions. The various regulatory agencies applicable to our business
periodically revise their requirements and modify their interpretations of existing requirements and restrictions. We cannot predict with certainty how any of these regulatory requirements will be applied or whether each of our schools will be able
to comply with such revised requirements in the future. Given the complex nature of the regulations and the fact that they are subject to interpretation, it is reasonable to conclude that in the conduct of our business, we may inadvertently violate
such regulations. In particular, the HEA and DOE regulations specify extensive criteria and numerous standards that an institution must satisfy to establish to participate in the Title IV Programs. For a description of these federal, state, and
accrediting agency criteria, see Part I, Item 1. “Business - Regulatory Environment.”
If we are found not to have satisfied the HEA or the DOE’s requirements for Title IV Programs funding, one or more of our institutions, including its additional
locations, could be limited in its access to, or lose, Title IV Program funding, which could adversely affect our revenue, as we received approximately 75% of our revenue (calculated based on cash receipts) from Title IV Programs in 2021, and
have a significant impact on our business and results of operations. If any of our schools fail to comply with applicable HEA or regulatory requirements, our regulators could take a variety of adverse actions against us, and our schools could be
subject to, among other things, a) the loss of, or placement of material restrictions or conditions on (i) state licensure or accreditation, (ii) eligibility to participate in and receive funds under the Title IV Programs or other federal or
state financial assistance programs, or (iii) capacity to grant degrees, diplomas and certificates or b) the imposition of liabilities or monetary penalties, any of which could have a material adverse effect on academic or operational
initiatives, revenues or financial condition, and impose significant operating restrictions upon us. See Part I, Item 1. “Business – Regulatory Environment – Compliance with Regulatory Standards and Effect of Regulatory Violations.”
If we fail to demonstrate “administrative capability” to the DOE, our business could suffer.
DOE regulations specify extensive criteria an institution must satisfy to establish that it has the requisite “administrative capability” to participate in Title IV Programs, and the DOE is
currently engaged in a rulemaking process that may expand the number and scope of these criteria. For a description of these criteria, see Part I, Item 1. “Business - Regulatory Environment – Administrative Capability.”
If we are found not to have satisfied the DOE’s “administrative capability” requirements, or otherwise failed to comply with one or more DOE requirements, one or more of our institutions and
its additional locations, could be limited in its access to, or lose, Title IV Program funding. This could adversely affect our revenue, as we received approximately 75% of our revenue (calculated based on cash receipts) from Title IV Programs in
2021, which would have a significant impact on our business and results of operations. The DOE has placed all of our institutions on provisional certification based on findings in recent audits of the
institutions’ Title IV compliance that the DOE alleges identified deficiencies in regulations related to DOE regulations regarding an institutions’ level of administrative capability. See Part I. Item 1. “Business - Regulatory Environment –
Regulation of Federal Student Financial Aid Programs.”
Congress and the DOE may make changes to the laws and regulations applicable to, or reduce funding for, Title IV Programs, which could reduce our student population,
revenues or profit margin.
Congress periodically revises the HEA and other laws governing Title IV Programs and annually determines the funding level for each Title IV Program. We cannot predict what, if any,
legislative or other actions will be taken or proposed by Congress in connection with the reauthorization of the HEA or other such activities of Congress, although Congress recently made a change to the 90/10 rule that will make it harder for
schools like ours that are subject to the rule to comply with the rule. See Part I, Item 1. “Business - Regulatory Environment – Congressional Action.” Because a significant percentage of our revenues are derived from the Title IV Programs, any
action by Congress or the DOE that significantly reduces funding for Title IV Programs or that limits the ability of our schools, programs, or students to receive funding through such programs or that imposes new restrictions upon our business or
operations could reduce our student enrollment and our revenues, increase our administrative costs, require us to arrange for alternative sources of financial aid for our students, and require us to modify our practices in order to fully comply.
In addition, current requirements for Title IV Program participation may change or the present Title IV Programs could be replaced by other programs with materially different eligibility requirements. The potential for changes that may be adverse
to us and other for-profit schools like ours may increase as a result of the change in administration and changes in Congress. The DOE is currently engaged in a process to establish new regulations that are expected to increase the number and
scope of regulatory requirements applicable to our schools. See Part I, Item 1. “Business – Regulatory Environment – Negotiated Rulemaking.” If we cannot comply with the provisions of the HEA and the regulations of the DOE, as they may be
revised, or if the cost of such compliance is excessive, or if funding is materially reduced, our revenues or profit margin could be materially adversely affected.
We could be subject to liabilities, letter of credit requirements, and other sanctions under the DOE’s Borrower Defense to Repayment Regulations.
On July 1, 2020, the DOE’s published final Borrower Defense to Repayment regulations became effective. Among other things, these new regulations amend the processes for borrowers to receive
from DOE a discharge of the obligation to repay certain Title IV Program loans first disbursed on or after July 1, 2020 based on certain acts or omissions by the institution or a covered party. The new and existing DOE regulations establish
detailed procedures and standards for the loan discharge processes for periods prior to July 1, 2017, between July 1, 2017 and June 30, 2020, and on or after July 1, 2020, including the information required for borrowers to receive a loan
discharge, and the authority of the DOE to seek recovery from the institution of the amount of discharged loans. See Part I, Item 1. “Business - Regulatory Environment – Borrower Defense to Repayment Regulations.” The regulations also modify
certain components of the financial responsibility regulations, including the list of triggering events that could result in the DOE determining that the institution lacks financial responsibility and must submit to the DOE a letter of credit or
other form of acceptable financial protection and accept other conditions on the institution’s Title IV Program eligibility. See Part I, Item 1. “Business - Regulatory Environment – Financial Responsibility Standards.” The DOE is currently engaged
in a process to establish additional regulations that could make it easier for borrowers to obtain loan discharges and for the DOE to impose liabilities and other sanctions on schools based on the discharge of loans and that could increase the
number and scope of financial responsibility requirements. See Part I, Item 1. “Business – Regulatory Environment – Negotiated Rulemaking.”
The DOE has changed its regulations, and may make other changes in the future, in a manner which could require us to incur additional costs in connection with our
administration of the Title IV Programs, affect our ability to remain eligible to participate in the Title IV Programs, impose restrictions on our participation in the Title IV Programs, affect the rate at which students enroll in our programs, or
otherwise have a significant impact on our business and results of operations.
The DOE periodically issues new regulations and guidance that can have an adverse effect on our institutions. We cannot predict the timing and content of any new regulations or guidance that
the DOE may seek to impose or whether and to what extent the DOE under the new administration may issue new regulations and guidance that could adversely impact for-profit schools including our institutions. The DOE recently published new
regulations on a variety of topics on November 1, 2019 with a general effective date of July 1, 2020 and published additional regulations on additional topics on September 2, 2020 with a general effective date of July 1, 2021. The DOE is currently
engaged in a rulemaking process that is expected to result in new regulations on a broad range of topics that could adversely impact institutions including our institutions. See Part I, Item 1, “Business – Regulatory Environment – Negotiated
Rulemaking. If we cannot comply with the provisions of these or other regulations, as they currently exist or may be revised, or if the cost of such compliance is excessive, or if funding is materially reduced, our revenues or profit margin could
be materially adversely affected.
We cannot predict how the DOE would interpret and enforce current or future regulations or how these regulations, or any regulations that may arise out of a negotiated rulemaking process or
any other regulations that DOE may promulgate, may impact our schools’ participation in the Title IV Programs; however, current or future regulations could have a material adverse effect on our schools’ business and results of operations, and the
broad sweep of the recent rules and the rules that the Department is currently developing may, in the future, require our schools to submit a letter of credit based on expanded standards of financial responsibility.
If we or our eligible institutions do not meet the financial responsibility standards prescribed by the DOE, we may be required to post letters of credit or our eligibility
to participate in Title IV Programs could be terminated or limited, which could significantly reduce our student population and revenues.
To participate in Title IV Programs, an eligible institution must satisfy specific measures of financial responsibility prescribed by the DOE or post a letter of credit in favor of the DOE
and possibly accept other conditions on its participation in Title IV Programs. The DOE published new regulations that establish expanded standards of financial responsibility that could result in a requirement that we submit to the DOE a
substantial letter of credit or other form of financial protection in an amount determined by the DOE, and be subject to other conditions and requirements, based on any one of an extensive list of triggering circumstances. See Part I, Item 1.
“Business - Regulatory Environment – Financial Responsibility Standards.” The DOE is currently engaged in a rulemaking process that is expected to result in new regulations that, among other things, may increase the number and scope of financial
responsibility requirements and triggering circumstances that could lead to a letter of credit requirement or other sanctions. Any obligation to post one or more letters of credit would increase our costs of regulatory compliance. Our inability to
obtain a required letter of credit or limitations on, or termination or revocation of, our participation in Title IV Programs could limit our students’ access to various government-sponsored student financial aid programs, which could significantly
reduce our student population and revenues.
We are subject to fines and other sanctions if we make incentive payments to individuals involved in certain recruiting, admissions or financial aid activities, which could
increase our cost of regulatory compliance and adversely affect our results of operations.
An institution participating in Title IV Programs may not provide any commission, bonus or other incentive payment based directly or indirectly on success in enrolling students or securing
financial aid to any person involved in any student recruiting or admission activities or in making decisions regarding the awarding of Title IV Program funds. See Part I, Item 1. “Business - Regulatory Environment -- Restrictions on Payment of
Commissions, Bonuses and Other Incentive Payments.” We cannot predict how the DOE will interpret and enforce the incentive compensation rule and the limited published guidance that the DOE has provided, nor how it will apply the rule and guidance
to our past, present, and future compensation practices. These regulations have had and may continue to have a significant impact on the rate at which students enroll in our programs and on our business and results of operations. If we are found
to have violated this law, we could be fined or otherwise sanctioned by the DOE or we could face litigation filed under the qui tam provisions of the Federal False Claims Act.
If our schools do not maintain their state licensure and accreditation, they may not participate in Title IV Programs, which could adversely affect our student population
and revenues.
An institution must be accredited by an accrediting commission recognized by the DOE and by applicable state educational agencies in order to participate in Title IV Programs. See Part I,
Item 1. “Business - Regulatory Environment – State Authorization” and “Business – Regulatory Environment – Accreditation.” Our schools are currently on financial reporting status with ACCSC. If any of our schools fails to comply with accrediting
commission requirements, the institution and its main and/or branch campuses are subject to the loss of accreditation or may be placed on probation or a special monitoring or reporting status which, if the noncompliance with accrediting commission
requirements is not resolved, could result in loss of accreditation. Loss of accreditation by any of our main campuses would result in the termination of that school’s eligibility and all of its branch campuses to participate in Title IV Programs
and could cause us to close the school and its branches, which could have a significant adverse impact on our business and operations.
On October 28, 2021, the DOE announced that it had notified ACCSC that a decision on the recognition by the DOE of ACCSC as an accrediting agency was being deferred pending the submission of
additional information about ACCSC’s monitoring, evaluation, and actions related to high-risk institutions. See Part 1, Item 1. “Business – Regulatory Environment – Accreditation.” If the DOE declines to continue its recognition of ACCSC and if
the subsequent period for obtaining accreditation from another DOE-recognized accrediting agency lapses before we obtain accreditation from another DOE-recognize accrediting agency (or if the DOE does not provide such a period for institutions to
obtain other accreditation), our schools could lose our Title IV eligibility. We cannot predict the timing and outcome of the DOE’s decision on the continuation of its recognition of ACCSC, the timing and outcome of any appeal that ACCSC might
pursue in the event of an adverse decision, or the duration and conditions of any period the DOE may elect to provide to institutions to obtain accreditation from another DOE-recognized accrediting agency.
Programmatic accreditation is the process through which specific programs are reviewed and approved by industry- and program-specific accrediting entities. Although programmatic accreditation
is not generally necessary for Title IV Program eligibility, such accreditation may be required to allow students to sit for certain licensure exams or to work in a particular profession or career or to meet other requirements. Failure to obtain
or maintain such programmatic accreditation may lead to a decline in enrollments in such programs.
Our institutions would lose eligibility to participate in Title IV Programs if the percentage of their revenues derived from those programs exceeds 90%, which could reduce
our student population and revenues.
A proprietary institution that derives more than 90% of its total revenue from Title IV Programs for two consecutive fiscal years becomes immediately ineligible to participate in Title IV
Programs and may not reapply for eligibility until the end of at least 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 Congress or the DOE were to amend the 90/10 Rule to treat other forms of federal financial aid as Title IV Program revenue for 90/10 Rule purposes, lower the 90% threshold, or otherwise change the
calculation methodology, or make other changes to the 90/10 Rule, those changes could make it more difficult for our institutions to comply with the 90/10 Rule. See Part I, Item 1. “Business - Regulatory Environment – 90/10 Rule.” If any
of our institutions loses eligibility to participate in Title IV Programs, that loss would cause an event of default under our credit agreement, would also adversely affect our students’ access to various government-sponsored student financial aid
programs, and would have a significant impact on the rate at which our students enroll in our programs and on our business and results of operations.
In March 2021, the ARPA amended the 90/10 rule by treating other “Federal funds that are disbursed or delivered to or on behalf of a student to be used to attend such institution” in the same
way as Title IV funds are currently treated in the 90/10 rule calculation. See Part I, Item 1. “Business – Regulatory Environment – 90/10 Rule.” The ARPA states that the amendments to the 90/10 rule apply to institutional fiscal years beginning on
or after January 1, 2023 and are subject to the HEA’s negotiated rulemaking process. The DOE initiated a negotiated rulemaking process to amend the 90/10 rule in January 2022. We cannot predict the ultimate timing and content of the final
regulations, but the future regulations on 90/10 could have a materially adverse effect on us and other schools like ours. See Part I, Item 1. “Business – Regulatory Environment – 90/10 Rule” and “Business – Regulatory Environment – Negotiated
Rulemaking.”
Our institutions would lose eligibility to participate in Title IV Programs if their former students defaulted on repayment of their federal student loans in
excess of specified levels, which could reduce our student population and revenues.
An institution may lose its eligibility to participate in some or all Title IV Programs if the rates at which the institution’s current and former students default on their federal student
loans exceed specified percentages. See Part I, Item 1. “Business - Regulatory Environment – Student Loan Defaults.” If former students defaulted on repayment of their federal student loans in excess of specified levels, our institutions would
lose eligibility to participate in Title IV Programs, would cause an event of default under our credit agreement, would also adversely affect our students’ access to various government-sponsored student financial aid programs, and would have a
significant impact on the rate at which our students enroll in our programs and on our business and results of operations.
We are subject to sanctions if we fail to correctly calculate and timely return Title IV Program funds for students who withdraw before completing their
educational program, which could increase our cost of regulatory compliance and decrease our profit margin.
An institution participating in Title IV Programs must correctly calculate the amount of unearned Title IV Program funds that have been credited to students who withdraw from their
educational programs before completing them and must return those unearned funds in a timely manner, generally within 45 days of such student’s withdrawal. If the unearned funds are not properly calculated and timely returned, we may have to post a
letter of credit in favor of the DOE or may be otherwise sanctioned by the DOE, which could increase our cost of regulatory compliance and adversely affect our results of operations. Based upon the findings of an annual Title IV Program compliance
audit of our Columbia and Iselin institutions, we are required to submit a letter of credit in the amount of $600,020 to the DOE. See Part I, Item 1. “Business - Regulatory Environment – Return of Title IV Program Funds.”
We are subject to sanctions if we fail to comply with the DOE’s regulations regarding prohibitions against substantial misrepresentations, which could increase our cost of
regulatory compliance and decrease our profit margin.
The DOE’s regulations prohibit an institution that participates in the Title IV Programs from engaging in substantial misrepresentation of the nature of its educational programs, financial
charges, graduate employability or its relationship with the DOE. The DOE has initiated a negotiated rulemaking process that may result in, among other things, an expansion of the categories of conduct deemed to be a
misrepresentation and that also may result in new prohibitions on certain types of recruiting tactics and conduct that the DOE deems to be aggressive or deceptive. See Part I, Item 1. “Business - Regulatory Environment – Substantial
Misrepresentation” and “Business – Regulatory Environment – Negotiated Rulemaking.” If the DOE determines that one of our institutions has engaged in substantial misrepresentation, the DOE may impose sanctions or other conditions upon the
institution including, but not limited to, initiating an action to fine the institution or limit, suspend, or terminate its eligibility to participate in the Title IV Programs and may seek to discharge students’ loans and impose liabilities upon
the institution.
All of our institutions are provisionally certified by the DOE which may make them more vulnerable to unfavorable DOE action and place additional regulatory burdens on its
operations.
All of our institutions are provisionally certified by the DOE. See Part I, Item 1. “Business - Regulatory Environment – Regulation of Federal Student Financial Aid Programs.” The DOE
typically places an institution on provisional certification following a change in ownership resulting in a change of control, and may provisionally certify an institution for other reasons including, but not limited to, failure to comply with
certain standards of administrative capability or financial responsibility. During the time when an institution is provisionally certified, it may be subject to adverse action with fewer due process rights than those afforded to other
institutions. In addition, an institution that is provisionally certified must apply for and receive approval from the DOE for certain substantive changes including, but not limited to, the establishment of an additional location, an increase in
the level of academic offerings or the addition of new programs. The DOE is currently engaged in a negotiated rulemaking process that is considering, among other issues, establishing rules to authorize additional conditions and restrictions on
provisionally certified institutions. See Part I, Item 1. “Business – Regulatory Environment – Negotiated Rulemaking.” Any adverse action by the DOE or increased regulatory burdens as a result of the provisional status of one of our institutions
could have a material adverse effect on enrollments and our revenues, financial condition, cash flows and results of operations.
Regulatory agencies or third parties may conduct compliance reviews, bring claims or initiate litigation against us. If the results of these reviews or claims are
unfavorable to us, our results of operations and financial condition could be adversely affected.
Because we operate in a highly regulated industry, we are subject to compliance reviews and claims of noncompliance and lawsuits by government agencies and third parties. We may be subject to
further reviews related to, among other things, issues of noncompliance identified in recent audits and reviews related to our institutions’ compliance with Title IV Program requirements or related to liabilities for the discharge of loans to
certain students who attended campuses of our institutions that are now closed. See Part I, Item 1. “Business - Regulatory Environment – Compliance with Regulatory Standards and Effect of Regulatory Violations.” If the results of these reviews or
proceedings are unfavorable to us, or if we are unable to defend successfully against third-party lawsuits or claims, we may be required to pay money damages or be subject to fines, limitations on the operations of our business, loss of federal and
state funding, injunctions or other penalties. Even if we adequately address issues raised by an agency review or successfully defend a third-party lawsuit or claim, we may have to divert significant financial and management resources from our
ongoing business operations to address issues raised by those reviews or defend those lawsuits or claims. Certain of our institutions are subject to ongoing reviews and proceedings. See Part I, Item 1. “Business – Regulatory Environment –
Accreditation,” “Regulatory Environment – Other Financial Assistance Programs,” “Regulatory Environment – Borrower Defense to Repayment,” “Regulatory Environment - Compliance with Regulatory Standards and Effect of Regulatory Violations,” and
“Regulatory Environment - Scrutiny of the For-Profit Postsecondary Education Sector.”
Our business could be adversely impacted by additional legislation, regulations, or investigations regarding private student lending because students attending our schools
rely on private student loans to pay tuition and other institutional charges.
The U.S. Consumer Financial Protection Bureau (“CFPB”), under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, has exercised supervisory authority over private education
loan providers. The CFPB has been active in conducting investigations into the private student loan market and issuing several reports with findings that are critical of the private student loan market. The CFPB has initiated investigations into
the lending practices of other institutions in the for-profit education sector and has indicated to the Company that it is assessing whether we are subject to CFPB’s supervisory authority based on our activities related to consumer lending. We have provided requested information to the CFPB and are waiting for the CFPB to respond. We cannot predict whether the CFPB or other regulators will conduct further reviews or take actions that could require
us to change private lending to students at our schools or have a material adverse impact on our operations. See Part I, Item 1. “Business – Regulatory Environment – Other Financial Assistance Programs.” We
cannot predict whether any of this activity, or other activities, will result in Congress, the DOE, the CFPB or other regulators adopting new legislation or regulations, or conducting additional investigations, into the private student loan market
or into the loans received by our students to attend our institutions. Any new legislation, regulations, or investigations regarding private student lending could limit the availability of private student loans to our students, which could have a
significant impact on our business and operations.
Changes in the executive branch of our federal government as a result of the outcome of elections or other events could result in further legislation, appropriations,
regulations and enforcement actions that could materially or adversely affect our business.
Our industry is subject to an intensive ongoing federal and state regulatory environment that affects our industry. The composition of federal and state executive offices, executive agencies
and legislatures that are subject to change based on the results of elections, appointments and other events, may adversely impact our industry through constant changes in that regulatory environment resulting from the disparate views towards the
for-profit education industry. See Part I, Item 1. “Business – Regulatory Environment – Scrutiny of the For-Profit Postsecondary Education Sector.” Any laws that are adopted that limit our or our students’ participation in Title IV Programs or in
programs to provide funds for active duty service members and veterans or the amount of student financial aid for which our students are eligible, or any decreases in enrollment related to the Congressional activity concerning this sector, could
have a material adverse effect on our academic or operational initiatives, cash flows, results of operations, or financial condition.
Adverse publicity arising from scrutiny of us or other for-profit postsecondary schools may negatively affect us or our schools.
In recent years, Congress, the DOE, state legislatures, accrediting agencies, the CFPB, the FTC, state attorneys general and the media have scrutinized the
for-profit postsecondary education sector. See Part I, Item 1. “Business – Regulatory Environment – Scrutiny of the For-Profit Postsecondary Education Sector.” Adverse publicity regarding any past, pending, or future investigations,
claims, settlements, and/or actions against us or other for-profit postsecondary schools could negatively affect our reputation, student enrollment levels, revenue, profit, and/or the market price of our common stock. Unresolved investigations,
claims, and actions, or adverse resolutions or settlements thereof, could also result in additional inquiries, administrative actions or lawsuits, increased scrutiny, the loss or withholding of accreditation, state licensure, or eligibility to
participate in the Title IV Programs or other financial assistance programs, and/or the imposition of other sanctions by federal, state, or accrediting agencies which, individually or in the aggregate, could have a material adverse effect on our
business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.
RISKS RELATED TO OUR BUSINESS
Our success depends in part on our ability to update and expand the content of existing programs and develop new programs in a cost-effective manner and on
a timely basis.
Prospective employers of our graduates increasingly demand that their entry-level employees possess appropriate technological skills. These skills are becoming more
sophisticated in line with technological advancements in the automotive, diesel, information technology, and skilled trades. Accordingly, educational programs at our schools must keep pace with those technological advancements. The expansion of our
existing programs and the development of new programs may not be accepted by our students, prospective employers or the technical education market. Even if we are able to develop acceptable new programs, we may not be able to introduce these new
programs as quickly as our students require or as competitors or employers demand. If we are unable to adequately respond to changes in market requirements due to financial or regulatory constraints, unusually rapid technological changes or other
factors, our ability to attract and retain students could be impaired, our placement rates could suffer and our revenues could be adversely affected.
In addition, if we are unable to adequately anticipate the requirements of the employers we serve, we may offer programs that do not teach skills useful to prospective
employers, which could affect our placement rates and our ability to attract and retain students, causing our revenues to be adversely affected.
Competition could decrease our market share and cause us to lower our tuition rates.
The post-secondary education market is highly competitive. We compete for students and faculty with traditional public and private two-year and four-year colleges and
universities and other proprietary schools, many of which have greater financial resources than we do. Some traditional public and private colleges and universities, as well as other private career-oriented schools, offer programs that may be
perceived by students to be similar to ours. Most public institutions are able to charge lower tuition than our schools, due in part to government subsidies and other financial resources not available to for-profit schools. Some of our competitors
also have substantially greater financial and other resources than we have which may, among other things, allow our competitors to secure strategic relationships with some or all of our existing strategic partners or develop other high profile
strategic relationships, or devote more resources to expanding their programs and their school network, or provide greater financing alternatives to their students, all of which could affect the success of our marketing programs. In addition, some
of our competitors have a larger network of schools and campuses than we do, enabling them to recruit students more effectively from a wider geographic area. This strong competition could adversely affect our business.
We may be required to reduce tuition or increase spending in response to competition in order to retain or attract students or pursue new market opportunities. As a result,
our market share, revenues and operating margin may be decreased. We cannot be sure that we will be able to compete successfully against current or future competitors or that the competitive pressures we face will not adversely affect our revenues
and profitability.
Our financial performance depends in part on our ability to continue to develop awareness and acceptance of our programs among high school graduates and
working adults looking to return to school.
The awareness of our programs among high school graduates and working adults looking to return to school is critical to the continued acceptance and growth of our programs.
Our inability to continue to develop awareness of our programs could reduce our enrollments and impair our ability to increase our revenues or maintain profitability. The following are some of the factors that could prevent us from successfully
marketing our programs:
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Student dissatisfaction with our programs and services;
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Diminished access to high school student populations;
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Our failure to maintain or expand our brand or other factors related to our marketing or advertising practices; and
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Our inability to maintain relationships with employers in the automotive, diesel, skilled trades and IT services industries.
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An increase in interest rates could adversely affect our ability to attract and retain students.
Our students and their families have benefitted from historic lows on student loan interest rates in recent years. Much of the financing our students receive is tied to
floating interest rates. Recently, however, student loan interest rates have been edging higher, making borrowing for education more expensive. Increases in interest rates result in a corresponding increase in the cost to our existing and
prospective students of financing their education, which could result in a reduction in the number of students attending our schools and could adversely affect our results of operations and revenues. Higher interest rates could also contribute to
higher default rates with respect to our students’ repayment of their education loans. Higher default rates may in turn adversely impact our eligibility for Title IV Program participation or the willingness of private lenders to make private loan
programs available to students who attend our schools, which could result in a reduction in our student population.
A substantial decrease in student financing options, or a significant increase in financing costs for our students, could have a significant impact on our student
population, revenues and financial results.
The consumer credit markets in the United States have recently suffered from increases in default rates and foreclosures on mortgages. Adverse market conditions for consumer and federally
guaranteed student loans could result in providers of alternative loans reducing the attractiveness and/or decreasing the availability of alternative loans to post-secondary students, including students with low credit scores who would not
otherwise be eligible for credit-based alternative loans. Prospective students may find that these increased financing costs make borrowing prohibitively expensive and abandon or delay enrollment in post-secondary education programs. Private
lenders could also require that we pay them new or increased fees in order to provide alternative loans to prospective students. If any of these scenarios were to occur, our students’ ability to finance their education could be adversely affected
and our student population could decrease, which could have a significant impact on our financial condition, results of operations and cash flows.
In addition, any actions by the U.S. Congress or by states that significantly reduce funding for Title IV Programs or other student financial assistance programs, or the ability of our
students to participate in these programs, or establish different or more stringent requirements for our schools to participate in those programs, could have a significant impact on our student population, results of operations and cash flows.
We cannot predict our future capital needs, and if we are unable to secure additional financing when needed, our operations and revenues would be adversely
affected.
We may need to raise additional capital in the future to fund acquisitions, working capital requirements, expand our markets and program offerings or respond to competitive
pressures or perceived opportunities. We cannot be sure that additional financing will be available to us on favorable terms, or at all. If adequate funds are unavailable when required or on acceptable terms, we may be forced to forego attractive
acquisition opportunities, cease operations and, even if we are able to continue our operations, our ability to increase student enrollment and revenues would be adversely affected.
We may not be able to retain our key personnel or hire and retain the personnel we need to sustain and grow our business.
Our success has depended, and will continue to depend, largely on the skills, efforts and motivation of our executive officers who generally have significant experience within
the post-secondary education industry. Our success also depends in large part upon our ability to attract and retain highly qualified faculty, school directors, administrators and corporate management. Due to the nature of our business, we face
significant competition in the attraction and retention of personnel who possess the skill sets that we seek. In addition, key personnel may leave us and subsequently compete against us. Furthermore, we do not currently carry “key man” life
insurance on any of our employees. The loss of the services of any of our key personnel, or our failure to attract and retain other qualified and experienced personnel on acceptable terms, could have an adverse effect on our ability to operate our
business efficiently and to execute our growth strategy.
Strikes by our employees may disrupt our ability to hold classes as well as our ability to attract and retain students, which could materially adversely
affect our operations. In addition, we contribute to multiemployer benefit plans that could result in liabilities to us if these plans are terminated or we withdraw from them.
As of December 31, 2021, the teaching professionals at six of our campuses are represented by unions and covered by collective bargaining agreements that expire between 2022
and 2024. Although we believe that we have good relationships with these unions and with our employees, any strikes or work stoppages by our employees could adversely impact our relationships with our students, hinder our ability to conduct
business and increase costs.
We also contribute to multiemployer pension plans for some employees covered by collective bargaining agreements. These plans are not administered by us, and contributions
are determined in accordance with provisions of negotiated labor contracts. The Employee Retirement Income Security Act of 1974, as amended by the Multiemployer Pension Plan Amendments Act of 1980, imposes certain liabilities upon employers who
are contributors to a multiemployer plan in the event of the employer’s withdrawal from, or upon termination of, such plan. We do not routinely review information on the net assets and actuarial present value of the multiemployer pension plans’
unfunded vested benefits allocable to us, if any, and we are not presently aware of any material amounts for which we may be contingently liable if we were to withdraw from any of these plans. In addition, if any of these multiemployer plans
enters “critical status” under the Pension Protection Act of 2006, we could be required to make significant additional contributions to those plans.
System disruptions to our technology infrastructure could impact our ability to generate revenue and could damage the reputation of our institutions.
The performance and reliability of our technology infrastructure is critical to our reputation and to our ability to attract and retain students. We license the
software and related hosting and maintenance services for our online platform and our student information system from third-party software providers. Any system error or failure, or a sudden and significant increase in bandwidth usage, could
result in the unavailability of systems to us or our students or result in delays and/or errors in processing student financial aid and related disbursements. Any such system disruptions could impact our ability to generate revenue and affect
our ability to access information about our students and could also damage the reputation of our institutions. Any of the cyber-attacks, breaches or other disruptions or damage described above could interrupt our operations, result in
theft of our and our students’ data or result in legal claims and proceedings, liability and penalties under privacy laws and increased cost for security and remediation, each of which could adversely affect our business and financial results. We may be required to expend significant resources to protect against system errors, failures or disruptions or to repair problems caused by any actual errors, disruptions or failures.
We are subject to privacy and information security laws and regulations due to our collection and use of personal information, and any violations of those laws or
regulations, or any breach, theft or loss of that information, could adversely affect our reputation and operations.
Our efforts to attract and enroll students result in us collecting, using and storing substantial amounts of personal information regarding applicants, our students, their families and
alumni, including social security numbers and financial data. We also maintain personal information about our employees in the ordinary course of our activities. Our services, the services of many of our health plan and benefit plan vendors, and
other information can be accessed globally through the Internet. We rely extensively on our network of interconnected applications and databases for day to day operations as well as financial reporting and the processing of financial transactions.
Our computer networks and those of our vendors that manage confidential information for us or provide services to our student may be vulnerable to computer hackers, organized cyber-attacks and physical or electronic breaches or unauthorized access,
acts of vandalism, ransomware, software viruses and other similar types of malicious activities. Regular patching of our computer systems and frequent updates to our virus detection and prevention software with the latest virus and malware
signatures may not catch newly introduced malware and viruses or “zero-day” viruses, prior to their infecting our systems and potentially disrupting our data integrity, taking sensitive information or affecting financial transactions. While we
utilize security and business controls to limit access to and use of personal information, any breach of student or employee privacy or errors in storing, using or transmitting personal information could violate privacy laws and regulations
resulting in fines or other penalties. A wide range of high profile data breaches in recent years has led to renewed interest in federal data and cybersecurity legislation that could increase our costs and/or require changes in our operating
procedures or systems. A breach, theft or loss of personal information held by us or our vendors, or a violation of the laws and regulations governing privacy could have a material adverse effect on our reputation or result in lawsuits, additional
regulation, remediation and compliance costs or investments in additional security systems to protect our computer networks, the costs of which may be substantial. We cannot assure you that a breach, loss, or theft of personal information will not
occur.
Changes in U.S. tax laws or adverse outcomes from examination of our tax returns could have an adverse effect upon our financial results.
We are subject to income tax requirements in various jurisdictions in the United States. Legislation or other changes in the tax laws of the jurisdictions where we do business could increase
our liability and adversely affect our after-tax profitability. In addition, we are subject to examination of our income tax returns by the Internal Revenue Service and the taxing authorities of various states. We regularly assess the likelihood
of adverse outcomes resulting from tax examinations to determine the adequacy of our provision for income taxes and we have accrued tax and related interest for potential adjustments to tax liabilities for prior years. However, there can be no
assurance that the outcomes from these tax examinations will not have a material effect, either positive or negative, on our business, financial conditions and results of operation.
RISKS RELATED TO OUR CAPITAL STRUCTURE
The current holders of our Series A Preferred Stock, Juniper Investment Company Inc. and Talanta Investment Group, Inc., with their affiliates, beneficially own
approximately 18% and 7%, respectively, of our outstanding common stock on an “as converted basis.” As such, each holder of Series A Preferred Stock possesses significant voting power over the common stock, and there can be no assurance that their
interests will align with the interests of the other common shareholders.
In November 2019, we issued shares of Series A Preferred Stock to two investors that requires us to obtain the approval of the holders of a majority of the outstanding Series A Preferred
Stock to authorize numerous actions, including to pay dividends on our common stock, repurchase our common stock, issue certain new classes of preferred stock, and incur indebtedness. There can be no assurance that we will be able to obtain such
approval should we seek to take an action requiring their approval.
In addition to the blocking rights noted above, the holders of the Series A Preferred Stock vote with the holders of shares of common stock and not as a separate class, at any annual or
special meeting of shareholders of our Company, and may act by written consent in the same manner as the holders of common stock, on an as-converted basis, but in all cases each holder of Series A Preferred Stock together with its affiliates, may
not vote more than 19.99% of the total number of shares of common stock outstanding after giving effect to the shares being voted by the holder (the “Hard Cap”), unless prior shareholder approval is obtained or no longer required by the rules of
the Nasdaq Stock Market. The current holders of our Series A Preferred Stock, Juniper Investment Company Inc. and Talanta Investment Group, Inc., with their affiliates, beneficially own approximately 18% and 7%, respectively, of our outstanding
common stock on an “as converted basis.” As such, each holder of Series A Preferred Stock possesses significant voting power over the common stock, and there can be no assurance that their interests will align with the interests of the other common
shareholders.
In addition to possessing significant common stock voting power on any matter put to a vote of the common shareholders, which includes the appointment of directors, the holders of Series A
Preferred Stock, voting as a separate class, have the right to appoint one director to the Company’s Board of Directors (the “Series A Director”) who may serve on any committees of the Board, until the later of (i) the time that the shares of
Series A Preferred Stock have been converted into common stock or (ii) the time that a holder still owns shares of Series A Preferred Stock that are subject to conversion and the sum of such shares plus any other shares of common stock represent at
least 10% of the total outstanding shares of common stock. John A. Bartholdson currently serves as the Series A Director.
We have an obligation to pay dividends on our shares of Series A Preferred Stock.
Beginning on September 30, 2020, dividends on the Series A Preferred Stock (“Series A Dividends”), at the initial annual rate of 9.6% are paid, in advance, from the date of issuance quarterly
on each December 31, March 31, June 30 and September 30. The Company, at its option, may pay dividends in cash or by increasing the number of shares of common stock issuable upon conversion of the Series A Preferred Stock (the “Conversion
Shares”). The value of any dividend paid in Conversion Shares will increase the dollar amount subject to the dividend rate and thereby increase subsequent dividend amounts.
The dividend rate is subject to increase (a) by 2.4% per annum on the fifth anniversary of the issuance of the Series A Preferred Stock and (b) by 2% per annum but in no event above 14% per
annum should the Company fail to perform certain obligations owed to the holders of our Series A Preferred Stock. In order to pay Series A Dividends in cash, we require the approval of our lender under our credit agreement and there can be no
assurance that even were we able to pay Series A Dividends in cash, we would be able to secure the necessary lender approvals to do so.
While we have not paid dividends to our common shareholders since February 2015 and we do not foresee doing so in the future, in addition to obtaining the approval of the holders of the
Series A Preferred Stock, of which there can be no assurance, the holders of the Series A Preferred Stock are required to participate in any such cash dividend on an “as converted basis” thereby diluting any such dividend payment to the common
shareholders.
The Series A Preferred Stock is perpetual.
The Series A Preferred Stock is perpetual having no fixed maturity date. However, on and after November 14, 2024, the Company may redeem all or any of the Series A Preferred Stock for a cash
price (the “Liquidation Preference”) equal to the greater of (i) the sum of $1,000 (subject to adjustment) plus the dollar amount of any declared Series A Dividends not paid in cash and (ii) the value of the Conversion Shares were such shares of
Series A Preferred Stock converted. There can be no assurance that we will have sufficient funds or available financing sources to redeem the Series A Preferred Stock, or if we had the necessary funding we would be able to obtain the consent of our
then lender to redeem the Series A Preferred Stock. It is therefore possible that the Series A Preferred Stock will be outstanding for an indefinite period of time.
We may not be able to force the conversion of the Series A Preferred Stock.
Each share of Series A Preferred Stock, at any time, is convertible into a number of shares of common stock equal to the quotient of (i) the sum of (A) $1,000 (subject to adjustment) plus (B)
the dollar amount of any declared Series A Dividends not paid in cash divided by (ii) the Series A Conversion Price as of the applicable Conversion Date, but subject to the Hard Cap. The initial Conversion Price is $2.36 (the “Convertible
Formula”).
If, at any time following November 14, 2022, the volume weighted average price of the Company’s common stock for a period of 20 consecutive trading days and on each such trading day at least
20,000 shares of common stock was traded, equals or exceeds $5.31 per share (2.25 times the Conversion Price) the Company may, at its option and subject to the Hard Cap, require that any or all of the then outstanding shares of Series A Preferred
Stock be automatically converted into shares of common stock at the then applicable Convertible Formula. To the extent that we satisfy our Series A Dividend obligation by increasing the number of common shares issuable upon conversion of the Series
A Preferred Stock, that would further dilute our common stock and likely result in downward pressure on the trading price of our common stock. There can be no assurance that our common stock will trade at the per share price, for the necessary
period of time and with the required volume to cause the conversion of the Series A Preferred Stock into common stock, at any time or at all.
Registration of the Conversion Shares may cause overhang.
The holders of the Series A Preferred Stock are entitled to unlimited registration rights for the Conversion Shares, including 2 of which that may require us to effectuate an underwritten
offering. Although unless our stock price significantly increases, it is likely that the Series A Holders will hold their Series A Preferred Stock and not convert them into shares of common stock, we were obligated to file with the SEC by November
13, 2020 a registration statement for the shelf covering the Conversion Shares (the “Resale Shelf”) and use our commercially reasonable efforts to cause the Resale Shelf to be declared effective by the SEC not later than 60 days after the filing
thereof. The filing of the Resale Shelf covering the Conversion Shares may create market overhang on our common stock and thereby downward pressure on the price of our common stock. Should we be unable to maintain the effectiveness of the Resale
Shelf (and certain other registration statements concerning the Conversion Shares), or certain other events occur with respect to such registration statements, some of which are beyond our control, we will be required to pay the holders of Series A
Preferred Stock an amount equal to 1.5% of the value of the Conversion Shares covered thereby for each 30 day period that such registration statements are not effective, up to a maximum of 7.5%.
Shareholders of Series A Preferred Stock may transfer their shares after November 13, 2020 without our approval.
The holders of Series A Preferred Stock may, subject to compliance with the securities laws, sell their Series A Preferred Stock to any purchaser, without our prior approval. While we believe
we have a good relationship with the current holders of Series A Preferred Stock, there can be no assurance that we will continue to enjoy good relations with them or with any purchaser of their Series A Preferred Stock.
In the event of certain changes of control, holders of Series A Preferred Stock shall be entitled to receive a liquidation preference.
In the event of certain changes of control, some of which are not within the Company’s control (as defined in the Company’s amended and restated certificate of incorporation as a “Fundamental
Change” or a “Liquidation”), the holders of Series A Preferred Stock shall be entitled to receive the Liquidation Preference, unless such Fundamental Change is a stock merger in which certain value and volume requirements are met, in which case the
Series A Preferred Stock will be converted into common stock in connection with such stock merger. As a result, this provision (along with the other provisions of the Series A Preferred Stock) may make the Company less attractive to a potential
acquirer.
Our principal shareholder owns a significant percentage of our capital stock and is able to influence certain corporate matters.
As of December 31, 2021, Juniper Investment Company, LLC and its affiliates (“Juniper”) beneficially owned, in the aggregate, approximately 3% of our outstanding common stock and 88% of our
outstanding Series A Preferred Stock, which votes on an as-converted basis subject to a voting cap, as described below. The voting power of Juniper, including the common stock and the as-converted preferred stock with the voting cap described
below, was approximately 19% as of December 31, 2021.
Each share of Series A Preferred Stock is convertible, at any time, into a number of shares of common stock equal to (“Convertible Formula”) the quotient of (i) the sum of (A) $1,000 (subject
to adjustment as provided in the Company’s certificate of incorporation, as amended) plus (B) the dollar amount of any dividends applicable to the Series A Preferred Stock and not paid in cash divided by (ii) the Series A Conversion Price (as
defined and adjusted in the Company’s certificate of incorporation) as of the applicable date of conversion. The initial conversion price is $2.36. At all times, however, the number of shares of common stock that can be issued to any holder of
Series A Preferred Stock may not result in such holder and its affiliates owning more than 19.99% of the total number of shares of common stock outstanding after giving effect to the conversion (the “Hard Cap”), unless prior shareholder approval is
obtained or no longer required by the rules of the Nasdaq Stock Market. If, at any time following November 14, 2022 the volume weighted average price of the Company’s common stock equals or exceeds 2.25 times the conversion price for a period of 20
consecutive trading days and on each such trading day at least 20,000 shares of common stock was traded, the Company may, at its option and subject to the Hard Cap, require that any or all of the then outstanding shares of Series A Preferred Stock
be automatically converted into shares of common stock at the then applicable Convertible Formula.
The holders of Series A Preferred Stock, voting as a separate class, have the right to appoint one director to the Company’s Board of Directors (the “Series A Director”) who may serve on any
committees of the Board, until such time as the later of (i) the shares of Series A Preferred Stock have been converted into common stock or (ii) a holder still owns shares of Series A Preferred Stock that are subject to conversion and the sum of
such shares plus any other shares of common stock represent at least 10% of the total outstanding shares of common stock.
Holders of shares of Series A Preferred Stock are entitled to vote with the holders of shares of common stock and any other class or series similarly entitled to vote with the holders of
common stock and not as a separate class, at any annual or special meeting of shareholders of our Company, and may act by written consent in the same manner as the holders of common stock, on an as-converted basis, in all cases subject to the Hard
Cap. In addition, a majority of the voting power of the Series A Preferred Stock must approve certain significant actions of the Company, including (i) declaring a dividend or otherwise redeeming or repurchasing any shares of common stock and other
junior securities, if any, subject to certain exceptions, (ii) incurring indebtedness, except for certain permitted indebtedness and (iii) creating a subsidiary other than a wholly-owned subsidiary.
Anti-takeover provisions in our amended and restated certificate of incorporation, our bylaws and New Jersey law could discourage a change of control that our shareholders
may favor, which could negatively affect our stock price.
In addition to the Series A Preferred Stock, provisions in our amended and restated certificate of incorporation and our bylaws and applicable provisions of the New Jersey Business
Corporation Act may make it more difficult and expensive for a third party to acquire control of the Company even if a change of control would be beneficial to the interests of our shareholders. These provisions could discourage potential takeover
attempts and could adversely affect the market price of our common stock. For example, applicable provisions of the New Jersey Business Corporation Act may discourage, delay or prevent a change in control by prohibiting us from engaging in a
business combination with an interested shareholder for a period of five years after the person becomes an interested shareholder. Furthermore, our amended and restated certificate of incorporation and bylaws:
| • |
authorize the issuance of blank check preferred stock that could be issued by our board of directors to thwart a takeover attempt;
|
| • |
prohibit cumulative voting in the election of directors, which would otherwise allow holders of less than a majority of stock to elect some directors;
|
| • |
require super-majority voting to effect amendments to certain provisions of our amended and restated certificate of incorporation;
|
| • |
limit who may call special meetings of both the board of directors and shareholders;
|
| • |
prohibit shareholder action by non-unanimous written consent and otherwise require all shareholder actions to be taken at a meeting of the shareholders;
|
| • |
establish advance notice requirements for nominating candidates for election to the board of directors or for proposing matters that can be acted upon by shareholders at shareholders’
meetings; and
|
| • |
require that vacancies on the board of directors, including newly created directorships, be filled only by a majority vote of directors then in office.
|
We can issue shares of preferred stock without general shareholder approval (thought approval of the holders of Series A Preferred Stock would be necessary), which could adversely affect the
rights of common shareholders.
Our amended and restated certificate of incorporation permits us to establish the rights, privileges, preferences and restrictions, including voting rights, of future series of our preferred
stock and to issue such stock without approval from our shareholders. The rights of holders of our common stock may suffer as a result of the rights granted to holders of preferred stock that may be issued in the future. In addition, we could issue
preferred stock to prevent a change in control of our Company, depriving common shareholders of an opportunity to sell their stock at a price in excess of the prevailing market price.
The trading price of our common stock may continue to fluctuate substantially in the future.
Our stock price has declined substantially over the past five years and has and may fluctuate significantly as a result of a number of factors, some of which are not in our control. These
factors include:
| • |
general economic conditions;
|
| • |
general conditions in the for-profit, post-secondary education industry;
|
| • |
negative media coverage of the for-profit, post-secondary education industry;
|
| • |
failure of certain of our schools or programs to maintain compliance under the gainful employment regulation, 90-10 Rule or with financial responsibility standards;
|
| • |
the impact of DOE rulemaking and other changes in the highly regulated environment in which we operate;
|
| • |
the initiation, pendency or outcome of litigation, accreditation reviews and regulatory reviews, inquiries and investigations;
|
| • |
loss of key personnel;
|
| • |
quarterly variations in our operating results;
|
| • |
our ability to meet or exceed, or changes in, expectations of investors and analysts, or the extent of analyst coverage of us; and decisions by any significant investors to reduce
their investment in our common stock.
|
In addition, the trading volume of our common stock is relatively low. This may cause our stock price to react more to these factors and various other factors and may impact an investor’s
ability to sell our common stock at the desired time at a price considered satisfactory. Any of these factors may adversely affect the trading price of our common stock, regardless of our actual operating performance, and could prevent an investor
from selling shares of our common stock at or above the price at which the investor purchased them.
| ITEM 1B. |
UNRESOLVED STAFF COMMENTS
|
None.
As of December 31, 2021, we leased all of our facilities, except for our campuses in Nashville, Tennessee and former school property in Suffield, Connecticut, all of which we
own. We continue to re-evaluate our facilities to maximize our facility utilization and efficiency and to allow us to introduce new programs and attract more students. As of December 31, 2021, all of our existing leases expire between 2022 and
2041.
The following table provides information relating to our facilities as of December 31, 2021, including our corporate office:
|
Location
|
Brand
|
Approximate Square Footage
|
||
|
Las Vegas, Nevada
|
Euphoria Institute
|
23,000
|
||
|
Columbia, Maryland
|
Lincoln College of Technology
|
111,000
|
||
|
Denver, Colorado
|
Lincoln College of Technology
|
213,000
|
||
|
Grand Prairie, Texas
|
Lincoln College of Technology
|
157,000
|
||
|
Indianapolis, Indiana
|
Lincoln College of Technology
|
126,000
|
||
|
Marietta, Georgia
|
Lincoln College of Technology
|
30,000
|
||
|
Melrose Park, Illinois
|
Lincoln College of Technology
|
88,000
|
||
|
Allentown, Pennsylvania
|
Lincoln Technical Institute
|
25,000
|
||
|
East Windsor, Connecticut
|
Lincoln Technical Institute
|
289,000
|
||
|
Iselin, New Jersey
|
Lincoln Technical Institute
|
32,000
|
||
|
Lincoln, Rhode Island
|
Lincoln Technical Institute
|
39,000
|
||
|
Mahwah, New Jersey
|
Lincoln Technical Institute
|
79,000
|
||
|
Moorestown, New Jersey
|
Lincoln Technical Institute
|
35,000
|
||
|
New Britain, Connecticut
|
Lincoln Technical Institute
|
36,000
|
||
|
Paramus, New Jersey
|
Lincoln Technical Institute
|
30,000
|
||
|
Philadelphia, Pennsylvania
|
Lincoln Technical Institute
|
30,000
|
||
|
Queens, New York
|
Lincoln Technical Institute
|
48,000
|
||
|
Shelton, Connecticut
|
Lincoln Technical Institute and Lincoln Culinary Institute
|
47,000
|
||
|
Somerville, Massachusetts
|
Lincoln Technical Institute
|
33,000
|
||
|
South Plainfield, New Jersey
|
Lincoln Technical Institute
|
60,000
|
||
|
Union, New Jersey
|
Lincoln Technical Institute
|
56,000
|
||
|
Nashville, Tennessee
|
Lincoln College of Technology
|
350,000
|
||
|
Parsippany, New Jersey
|
Corporate Office
|
17,000
|
||
|
Suffield, Connecticut
|
Former Lincoln Technical Institute
|
132,000
|
We believe that our facilities are suitable for their present intended purposes.
| ITEM 3. |
LEGAL PROCEEDINGS
|
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.
Following a wave of hundreds of class action lawsuits being served upon colleges and universities across the country by students in connection with transitioning from in-person to online
classes due to COVID-19, a class action lawsuit, captioned John Gaviria vs. Lincoln Educational Services Corporation, was filed against the Company in New Jersey Federal District Court and served on December 21, 2020. Like most of the other
similar lawsuits across the country, the suit alleged breach of contract, unjust enrichment and conversion. In lieu of an answer, on January 25, 2021, the Company filed a Motion to Dismiss Plaintiff’s Complaint for Failure to State a Claim. On
July 9, 2021, the court granted the Company’s Motion to Dismiss three of the four claims finding that the ruling on the claim for student and technology fees was premature. In response to the Company’s Motion for Reconsideration as to the
remaining claim, the court granted the Company’s Motion to Dismiss the lawsuit in its entirety whereupon the Plaintiff filed an appeal to the Third Circuit Court. On January 27, 2022, counsel for the Plaintiff contacted the Company’s counsel to
request a voluntary dismissal of the case and the Company agreed to and accepted the dismissal with prejudice.
As reported elsewhere under Part I, Item 1. Business – Regulatory Environment, in December 2021, we received a letter from the Consumer Financial Protection Bureau (“CFPB”) stating that the
CFPB is assessing whether we are subject to CFPB’s supervisory authority based on our activities related to certain extensions of credit to our students and requesting certain information. The letter states that the CFPB has the authority to
supervise certain entities in the private education loan market and certain other consumer financial products and services. We have provided the requested information to the CFPB and are waiting for the CFPB to respond.
| ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Market for our Common Stock
Our common stock, no par value per share, is quoted on the Nasdaq Global Select Market under the symbol “LINC”.
On March 1, 2022, the last reported sale price of our common stock on the Nasdaq Global Select Market was $7.71 per share. As of
March 1, 2022, based on the information provided by Continental Stock Transfer & Trust Company, there were 63 shareholders of record of our common stock.
Dividend Policy
The Company has not declared or paid any cash dividends on its common stock since the Company’s Board of Directors discontinued our quarterly cash dividend program in February 2015. The
Company has no current intentions to resume the payment of cash dividends on its common stock in the foreseeable future.
However, during the year ended December 31, 2021, the Company paid a $1.2 million cash dividend to its Series A preferred shareholders pursuant to the Securities Purchase
Agreement entered into on November 14, 2019 and the Company’s Amended and Restated Certificate of Incorporation.
Share Repurchases
The Company did not repurchase any shares of our common stock during the fourth quarter of the fiscal year ended December 31, 2021.
Equity Compensation Plan Information
We have various equity compensation plans under which equity securities are authorized for issuance. Information regarding these securities as of December 31, 2021 is as
follows:
|
Plan Category
|
Number of Securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted-average exercise price of outstanding options, warrants and rights
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in
column (a))
|
|||||||||
|
(a)
|
||||||||||||
|
Equity compensation plans approved by security holders
|
81,000
|
$
|
7.79
|
1,447,757
|
||||||||
|
Equity compensation plans not approved by security holders
|
-
|
-
|
-
|
|||||||||
|
Total
|
81,000
|
$
|
7.79
|
1,447,757
|
||||||||
| ITEM 6. |
[RESERVED]
|
| ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
You should read the following discussion together with the “Forward-Looking Statements” and the consolidated financial statements and the related notes
thereto included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that are based on management’s current expectations, estimates and projections about our business and operations. Our actual results
may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors, including those we discuss under “Risk Factors” and “Forward-Looking Statements” and elsewhere in this
Annual Report on Form 10-K.
GENERAL
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 skilled trades (which include HVAC, welding and computerized
numerical control and electrical and electronic systems technology, among other programs), automotive technology, healthcare services (which include nursing, dental assistant and medical administrative assistant, among other programs), hospitality
services (which include culinary, therapeutic massage, cosmetology and aesthetics) and information technology (which includes 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 accredited and are eligible to participate in federal financial aid programs administered 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.
Our business is organized into two reportable business segments: (a) Transportation and Skilled Trades, and (b) Healthcare and Other Professions (“HOPS”).
As of December 31, 2021, we had 13,059 students enrolled at 22 campuses.
Our campuses, a majority of which serve major metropolitan markets, are located throughout the United States. Five of our campuses are destination schools, which attract
students from across the United States and, in some cases, from abroad. Our other campuses primarily attract students from their local communities and surrounding areas. All of our schools are nationally accredited and are eligible to participate
in federal financial aid programs.
Our revenues consist primarily of student tuition and fees derived from the programs we offer. Our revenues are reduced by scholarships granted by us to some of our students.
We recognize revenues from tuition and one-time fees, such as application fees, ratably over the length of a program, including internships or externships that take place prior to graduation. We also earn revenues from our bookstores, dormitories,
cafeterias and contract training services. These non-tuition revenues are recognized upon delivery of goods or as services are performed and represent less than 10% of our revenues.
Our revenues are directly dependent on the average number of students enrolled in our schools and the courses in which they are enrolled. Our average enrollment is impacted by
the number of new students starting, re-entering, graduating and withdrawing from our schools. Our diploma/certificate programs range in duration from 19 to 136 weeks, our associate’s degree programs range in duration from 64 to 98 weeks, and
students attend classes for different amounts of time per week depending on the school and program in which they are enrolled. Because we start new students every month, our total student population changes monthly. The number of students enrolling
or re-entering our programs each month is driven by the demand for our programs, the effectiveness of our marketing and advertising, the availability of financial aid and other sources of funding, the number of recent high school graduates, the job
market and seasonality. Our retention and graduation rates are influenced by the quality and commitment of our teachers and student services personnel, the effectiveness of our programs, the placement rate and success of our graduates and the
availability of financial aid and other sources of funding. Although similar courses have comparable tuition rates, the tuition rates vary among our numerous programs.
The majority of students enrolled at our schools rely on funds received under various government-sponsored student financial aid programs to pay a substantial
portion of their tuition and other education-related expenses. The largest of these programs are Title IV Programs which represented approximately 75% and 77% of our revenue on a cash basis while the remainder is primarily derived from state
grants and cash payments made by students during 2021 and 2020, respectively. The Higher Education Act of 1965, as amended (the “HEA”) requires institutions to use the cash basis of accounting when determining its compliance with the 90/10
Rule. Part I, Item 1. “Business - Regulatory Environment.”
We extend credit for tuition and fees to many of our students that attend our campuses. Our credit risk is mitigated by the students’ participation in federally funded
financial aid programs unless students withdraw prior to the receipt by us of Title IV Program funds for those students. Under Title IV Programs, the government funds a certain portion of a student’s tuition, with the remainder, referred to as “the
gap,” financed by the students themselves under private party loans and extended financing agreements offered by us. The gap amount has continued to increase over the last several years as we have raised tuition on average for the last several
years by 2-3% per year.
The additional financing that we are providing to students may expose us to greater credit risk and can impact our liquidity. However, we believe that these risks are
somewhat mitigated by the following:
| • |
our internal financing is provided to students only after all other funding resources have been exhausted; thus, by the time this funding is available, students have completed
approximately two-thirds of their curriculum and are more likely to graduate and, as a consequence, more likely to pay outstanding tuition amounts;
|
| • |
funding for students who interrupt their education is typically covered by Title IV Program funds as long as they have been properly packaged for financial aid; and
|
| • |
the requirement that students meet creditworthiness criteria to demonstrate a student’s ability to pay.
|
The operating expenses associated with an existing school do not increase or decrease proportionally as the number of students enrolled at the school increases or decreases.
We categorize our operating expenses as:
| • |
Educational services and facilities. Major components of educational services and facilities expenses include faculty
compensation and benefits, expenses of books and tools, facility rent, maintenance, utilities, depreciation and amortization of property and equipment used in the provision of education services and other costs directly associated with
teaching our programs excluding student services which is included in selling, general and administrative expenses.
|
| • |
Selling, general and administrative. Selling, general and administrative expenses include compensation and benefits of
employees who are not directly associated with the provision of educational services (such as executive management and school management, finance and central accounting, legal, human resources and business development), marketing and
student enrollment expenses (including compensation and benefits of personnel employed in sales and marketing and student admissions), costs to develop curriculum, costs of professional services, bad debt expense, rent for our corporate
headquarters, depreciation and amortization of property and equipment that is not used in the provision of educational services and other costs that are incidental to our operations. Selling, general and administrative expenses also
includes the cost of all student services including financial aid and career services. All marketing and student enrollment expenses are recognized in the period incurred.
|
Property Sale Agreements
Property Sale Agreement - Nashville, Tennessee Campus
On September 24, 2021, Nashville Acquisition, LLC, a subsidiary of the Company (“Nashville Acquisition”), entered into a Contract for the Purchase of Real
Estate (the “Nashville Contract”) to sell the property located at 524 Gallatin Road, Nashville, Tennessee, at which the Company operates its Nashville campus, to SLC Development, LLC, a subsidiary of Southern Land Company (“SLC”), for an aggregate
sale price of $34.5 million, subject to customary adjustments at closing. The Company intends to relocate its Nashville campus to a more efficient and technologically advanced facility in the Nashville metropolitan area but has not yet determined a
location. The closing of the sale transaction is expected to occur in the first half of 2022 subject to various closing conditions which must be satisfied or waived including the satisfactory completion by the buyer of its due diligence review.
During the due diligence period, SLC has the right to terminate the Nashville Contract for any reason at its discretion; therefore, there can be no assurance that the sale will be consummated on a timely basis or at all. Upon closing, Nashville
Acquisition would be permitted to occupy the property and continue to operate the Nashville campus on a rent-free basis for a lease-back period of 12 months, and, thereafter, will have the option to extend the lease-back period for one 90-day term
and three additional 30-day terms pursuant to a lease agreement currently being negotiated by the parties.g The Nashville property is included in assets held for sale in the consolidated balance sheet as of December 31, 2021.
Sale-Leaseback Transaction - Denver, Colorado and Grand Prairie, Texas Campuses
On September 24, 2021, Lincoln Technical Institute, Inc. and LTI Holdings, LLC, each a wholly-owned subsidiary of the Company (collectively, “Lincoln”), entered
into an Agreement for Purchase and Sale of Property for the sale of the properties located at 11194 E. 45th Avenue, Denver, Colorado 80239 and 2915 Alouette Drive, Grand Prairie, Texas 75052, at which the Company operates its Denver and Grand
Prairie campuses, respectively, to LNT Denver (Multi) LLC, a subsidiary of LCN Capital Partners (“LNT”), for an aggregate sale price of $46.5 million, subject to customary adjustments at closing. Closing of the sale occurred on October 29, 2021.
Concurrently with consummation of the sale, the parties entered into a triple-net lease agreement for each of the properties pursuant to which the properties are being leased back to Lincoln Technical Institute, Inc. for a twenty-year term at an
initial annual base rent, payable quarterly in advance, of approximately $2.6 million for the first year with annual 2.00% increases thereafter and includes four subsequent five-year renewal options in which the base rent is reset at the
commencement of each renewal term at then current fair market rent for the first year of each renewal term with annual 2.00% increases thereafter in each such renewal term. The lease, in each case, provides Lincoln with a right of first offer
should LNT wish to sell the property. The Company has provided a guaranty of the financial and other obligations of Lincoln Technical Institute, Inc. under each lease. The Company evaluated factors in Accounting Standards Codification
(“ASC”) Topic 606, Revenue Recognition, to conclude that the transaction qualified as a sale. This included analyzing the right of first offer clause to determine whether it represents a repurchase
agreement that would preclude the transaction from being accounted for as a successful sale. The Company recognized a gain on sale of assets of $22.5 million. Additionally, the Company evaluated factors in ASC Topic 842, Leases, and concluded that the newly created leases met the definition an operating lease. The Company recorded Right of Use (“ROU”) Asset and lease liabilities of $40.1 million. The sale lease-back
transaction provided the Company with net proceeds of approximately $45.4 million with the proceeds partially used for the repayment of the Company’s outstanding term loan of $16.2 million and swap termination fee of $0.5 million.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our discussions of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America, or GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. On an ongoing basis, we evaluate our estimates and
assumptions, including those related to revenue recognition, bad debts, goodwill and income taxes. Actual results could differ from those estimates. The critical accounting policies discussed herein are not intended to be a comprehensive list of
all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not result in significant management judgment in the application of such principles. We believe that the
following accounting policies are most critical to us in that they represent the primary areas where financial information is subject to the application of management’s estimates, assumptions and judgment in the preparation of our consolidated
financial statements.
Revenue recognition.
Substantially all of our revenues are considered to be revenues from contracts with students. The related accounts receivable balances are recorded in our balance sheets as
student accounts receivable. We do not have significant revenue recognized from performance obligations that were satisfied in prior periods, and we do not have any transaction price allocated to unsatisfied performance obligations other than in
our unearned tuition. We record revenue for students who withdraw from our schools only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Unearned tuition represents
contract liabilities primarily related to our tuition revenue. We have elected not to provide disclosure about transaction prices allocated to unsatisfied performance obligations if original contract durations are less than one-year, or if we have
the right to consideration from a student in an amount that corresponds directly with the value provided to the student for performance obligations completed to date in accordance with ASC Topic 606, Revenue from
Contract with Customers. We have assessed the costs incurred to obtain a contract with a student and determined them to be immaterial.
Allowance for uncollectible accounts. Based upon experience and judgment, we establish an allowance for
uncollectible accounts with respect to tuition receivables. We use an internal group of collectors in our collection efforts. In establishing our allowance for uncollectible accounts, we consider, 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. Although we believe that our reserves are adequate, if the financial condition of our students deteriorates, resulting in an
impairment of their ability to make payments, additional allowances may be necessary, which will result in increased selling, general and administrative expenses in the period such determination is made.
Our bad debt expense as a percentage of revenues for the years ended December 31, 2021 and 2020 was 8.0% and 9.2%, respectively. A 1% increase in our bad debt expense as a
percentage of revenues for the years ended December 31, 2021 and 2020 would have resulted in an increase in bad debt expense of $3.4 million and $2.9 million, respectively.
We do not believe that there is any direct correlation between tuition increases, the credit we extend to students and our financing commitments. The extended financing plans
we offer to our students are made on a student-by-student basis and are predominantly a function of the specific student’s financial condition. We only extend credit to the extent there is a financing gap between the tuition and fees charged for
the program and the amount of grants, loans and parental loans each student receives. Each student’s funding requirements are unique. Factors that determine the amount of aid available to a student include whether they are dependent or
independent students, Pell grants awarded, Federal Direct loans awarded, Plus loans awarded to parents and the student’s personal resources and family contributions. As a result, it is extremely difficult to predict the number of students that will
need us to extend credit to them.
Because a substantial portion of our revenues are derived from Title IV Programs, any legislative or regulatory action that significantly reduces the funding available under
Title IV Programs or the ability of our students or schools to participate in Title IV Programs could have a material effect on the realizability of our receivables.
Goodwill. Goodwill represents the excess of the cost of an acquired
business (reporting unit) over the estimated carrying value, assets net of liabilities. Lincoln tests goodwill for impairment annually, in the fourth quarter of each year, unless
there are events or changes in circumstances that indicate an impairment may have occurred. Impairment may result from deterioration in performance, adverse market conditions, adverse changes in laws or regulations, the restriction of activities associated with the acquired business, and/or a variety of
other circumstances. If we determine that impairment has occurred, we record a write-down of the carrying value and charge the impairment as an operating expense in the period the determination is made.
As of December 31, 2021, goodwill was approximately $14.5 million, or 4.9%, of our total assets. The goodwill is allocated among nine reporting units within the
Transportation and Skilled Trades Segment.
When Lincoln performs our annual goodwill impairment assessment we first assess a number of qualitative factors to determine whether it is more likely
than not that the fair value of a reporting unit is less than its carrying value. If we conclude based on our qualitative review that it is more likely than not that the fair value of the reporting unit is less than the carrying value, we proceed
with a quantitative impairment test.
Our qualitative assessment is subjective, it includes a review of macroeconomic and industry factors, review of the
financial performance of applicable reporting units, and assessment of adverse events that may negatively impact a reporting
units carrying value. Adverse events would include, but are not limited to, difficulty in accessing capital, a greater competitive
environment, decline in market-dependent multiples or metrics, regulatory or political developments, change in key personnel, strategy, or customers, or litigation.
When we perform our quantitative impairment test we believe the most critical assumptions and estimates in determining the estimated fair value of our reporting units include,
but are not limited to, future tuition revenues, operating costs, working capital changes, capital expenditures and a discount rate. The assumptions used in determining our expected future cash flows consider various factors such as historical
operating trends particularly in student enrollment and pricing and long-term operating strategies and initiatives.
If Lincoln determines that quantitative tests are necessary, these tests are performed using projected future operating
results and cash flows on a weighted scale, 50% based on Discounted Cash Flows (Income Approach) and 50% on based EBITDA multipliers (Market Approach). Management
judgment is necessary in forecasting future cash flows and operating results, critical assumptions include growth rates, changes in operating costs, capital expenditures,
and changes in weighted average costs of capital. Additionally, Lincoln obtains independent market metrics for the industry and our peers to assist in the development of these key assumptions. This process is consistent with our internal forecasts and operating plans.
Lincoln has completed our 2021 goodwill impairment assessment and determined that it was more likely than not that the fair value of the reporting units exceeded their carrying value. As
such, we concluded that goodwill was not impaired.
Income taxes. We account for income taxes in accordance with ASC Topic 740,
“Income Taxes” (“ASC 740”) which 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, we assess 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 we 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 our 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 our valuation of income tax assets and liabilities and could cause our income tax provision to vary significantly among financial reporting periods.
We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. During the years ended December 31, 2021 and 2020, we did not record any interest and
penalties expense associated with uncertain tax positions.
Results of Operations for the Two Years Ended December 31, 2021
The following table sets forth selected consolidated statements of operations data as a percentage of revenues for each of the periods indicated:
|
Year Ended Dec 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Revenue
|
100.0
|
%
|
100.0
|
%
|
||||
|
Costs and expenses:
|
||||||||
|
Educational services and facilities
|
41.4
|
%
|
41.7
|
%
|
||||
|
Selling, general and administrative
|
50.4
|
%
|
53.3
|
%
|
||||
|
Gain on sale of assets
|
-6.7
|
%
|
0.0
|
%
|
||||
|
Impairment of long-lived assets
|
0.2
|
%
|
0.0
|
%
|
||||
|
Total costs and expenses
|
85.3
|
%
|
95.0
|
%
|
||||
|
Operating income
|
14.7
|
%
|
5.0
|
%
|
||||
|
Interest expense, net
|
-0.6
|
%
|
-0.4
|
%
|
||||
|
Income from operations before income taxes
|
14.1
|
%
|
4.6
|
%
|
||||
|
Provision (benefit) for income taxes
|
3.7
|
%
|
-12.0
|
%
|
||||
|
Net income
|
10.4
|
%
|
16.6
|
%
|
||||
Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
Consolidated Results of Operations
Revenue. Revenue increased $42.2 million, or 14.4% to $335.3 million for the year ended December 31, 2021 from
$293.1 million in the prior year. The increase in revenue was the result of a 10% increase in average student population, driven by student start growth of 7.5% in combination with starting the year with approximately 1,000 more students than in
the prior year comparable period. Further contributing to the increase was the normalization of our revenue stream driven by the return to in-person instruction at all of our campuses as well as a 4.0% increase in average revenue per student.
The prior year financial results reflect the unprecedented impact from the COVID-19 pandemic which started in March of 2020. As a result, certain financial and operational
comparisons year over year may be distorted as a result of the impact of COVID-19.
Educational services and facilities expense. Our educational services and facilities expense increased $16.7
million, or 13.7% to $138.9 million for the year ended December 31, 2021 from $122.2 million in the prior year. Increased costs were mainly concentrated in instructional expense, books and tools expense and facilities expense. Instructional
expense increases were primarily driven by a larger average student population, up 10%, which also drove increases in books and tools expense. Also contributing to the increase in instructional expenses were increased instructor salaries driven by
inflationary pressure and widespread instructor shortages in addition to increases in consumable supplies, primarily in our welding programs. Facility expense increases were driven by additional rent expense due to the elimination of one-time rent
reductions in the prior year resulting from campus closures due to COVID-19 in combination with additional rent expense in the current year as a result of the sale leaseback transaction consummated during the fourth quarter of 2021.
Educational services and facilities expense, as a percentage of revenue, decreased slightly to 41.4% from 41.7% for the year ended December 31, 2021 and 2020, respectively.
Selling, general and administrative expense. Our selling general and administrative expense increased $12.7
million, or 8.1% to $168.9 million for the year ended December 31, 2021 from $156.2 million in the prior year. The increase was driven by several factors including increased spend in administrative expense in combination with investments in
marketing and sales expense. Partially offsetting the increase was a slight reduction in bad debt expense.
Administrative expense increases were primarily driven by salaries and benefits expense resulting from the normalization of business operations in the current year.
Marketing investments increased from additional expenditures primarily in paid social media channels utilizing video and display advertising to reach a younger audience
demographic, while sales expense increases were the result of additional salaries and benefits driven by an expanded sales force due in part by the return to in-person instruction and the normalization of operations in the current year.
Despite both the additional investments in marketing and increases in sales expense, the cost per start is down year-over-year demonstrating both the efficiency and
effectiveness of marketing initiatives.
Bad debt expense for the year ended December 31, 2021 was favorable compared to the prior year by $0.1 million, as a result of an adjustment to qualifying student accounts
receivables following guidance published on March 19, 2021 by the Department of Education.
In accordance with this guidance, we combined applicable HEERF funding with Company’s funds to provide financial relief to students who dropped from school due to COVID-19
related circumstances with unpaid accounts receivable balances during the period from March 15, 2020 to March 31, 2021. The relief resulted in a net benefit to bad debt expense of approximately $3.0 million. Without this adjustment bad debt
expense for 2021, as a percentage of total revenue, would have been comparable with prior year.
Selling, general and administrative expense, as a percentage of revenue, decreased to 50.4% for the year ended December 31, 2021, from 53.3% in the prior year.
Impairment of long-lived assets – Impairment of long-lived assets was
$0.7 million, resulting from a one-time non-cash impairment charge triggered by an adjustment to fair market value for a campus that was closed several years ago.
Gain on sale of assets. Gain on sale of assets for the year ended December 31, 2021 was $22.5 million, driven by
the sale leaseback transaction consummated in the fourth quarter of the current year.
Net interest expense. Net interest expense for the year ended December 31, 2021 increased $0.7 million, or 58.0%
to $2.0 million from $1.3 million in the prior year comparable period. Additional expense incurred as a result of the debt payoff which included fees for the termination of our cash flow hedge of $0.5 million and the write-off of previously
capitalized deferred financing fees totaling $0.5 million. Excluding the additional expenses resulting from the debt payoff, interest expense year-over-year would have decreased by approximately 28.0%, or $0.4 million resulting from a lower loan
balance in the current year.
Income taxes. Our income tax provision for the year ended December 31, 2021 was $12.5 million
compared to an income tax benefit of $35.1 million in the prior year. The tax benefit primarily related to a full release of our valuation allowance on deferred tax assets as of December 31, 2020. Our effective tax rate was 26.5% for the year
ended December 31, 2021.
Segment Results of Operations
We operate our business in two reportable operating segments: (a) the Transportation and Skilled Trades segment; and (b) the Healthcare and Other Professions (“HOPS”)
segment. Our reportable operating segments have been determined based on a method by which we now evaluate performance and allocate resources. Each reportable operating 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).
The Company also utilizes the Transitional segment solely when and if it closes a school.
We evaluate segment performance based on operating results. Adjustments to reconcile segment results to consolidated results are included under the caption “Corporate,”
which primarily includes unallocated corporate activity.
The following table presents results for the activity for our reportable operating segments for the years ended December 31, 2021 and 2020:
|
Twelve Months Ended December 31,
|
||||||||||||
|
2021
|
2020
|
% Change
|
||||||||||
|
Revenue:
|
||||||||||||
|
Transportation and Skilled Trades
|
$
|
240,531
|
$
|
207,434
|
16.0
|
%
|
||||||
|
HOPS
|
94,805
|
85,661
|
10.7
|
%
|
||||||||
|
Total
|
$
|
335,336
|
$
|
293,095
|
14.4
|
%
|
||||||
|
Operating Income:
|
||||||||||||
|
Transportation and Skilled Trades
|
$
|
52,055
|
$
|
34,458
|
51.1
|
%
|
||||||
|
Healthcare and Other Professions
|
11,845
|
11,068
|
7.0
|
%
|
||||||||
|
Corporate
|
(14,639
|
)
|
(30,745
|
)
|
52.4
|
%
|
||||||
|
Total
|
$
|
49,261
|
$
|
14,781
|
233.3
|
%
|
||||||
|
Starts:
|
||||||||||||
|
Transportation and Skilled Trades
|
10,291
|
9,442
|
9.0
|
%
|
||||||||
|
Healthcare and Other Professions
|
5,111
|
4,879
|
4.8
|
%
|
||||||||
|
Total
|
15,402
|
14,321
|
7.5
|
%
|
||||||||
|
Average Population:
|
||||||||||||
|
Transportation and Skilled Trades
|
8,505
|
7,872
|
8.0
|
%
|
||||||||
|
Leave of Absence - COVID-19
|
(12
|
)
|
(219
|
)
|
94.5
|
%
|
||||||
|
Transportation and Skilled Trades Excluding Leave of Absence - COVID-19
|
8,493
|
7,653
|
11.0
|
%
|
||||||||
|
Healthcare and Other Professions
|
4,439
|
4,232
|
4.9
|
%
|
||||||||
|
Leave of Absence - COVID-19
|
(33
|
)
|
(156
|
)
|
78.8
|
%
|
||||||
|
Healthcare and Other Professions Excluding Leave of Absence - COVID-19
|
4,406
|
4,076
|
8.1
|
%
|
||||||||
|
Total
|
12,944
|
12,104
|
6.9
|
%
|
||||||||
|
Total Excluding Leave of Absence - COVID-19
|
12,899
|
11,729
|
10.0
|
%
|
||||||||
|
End of Period Population:
|
||||||||||||
|
Transportation and Skilled Trades
|
8,648
|
7,917
|
9.2
|
%
|
||||||||
|
Leave of Absence - COVID-19
|
-
|
(22
|
)
|
100.0
|
%
|
|||||||
|
Transportation and Skilled Trades Excluding Leave of Absence - COVID-19
|
8,648
|
7,895
|
9.5
|
%
|
||||||||
|
Healthcare and Other Professions
|
4,411
|
4,402
|
0.2
|
%
|
||||||||
|
Leave of Absence - COVID-19
|
-
|
(80
|
)
|
100.0
|
%
|
|||||||
|
Healthcare and Other Professions Excluding Leave of Absence - COVID-19
|
4,411
|
4,322
|
2.1
|
%
|
||||||||
|
Total
|
13,059
|
12,319
|
6.0
|
%
|
||||||||
|
Total Excluding Leave of Absence - COVID-19
|
13,059
|
12,217
|
6.9
|
%
|
||||||||
Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
Transportation and Skilled Trades
Student start results increased 9.0% to 10,291 for the year ended December 31, 2021 from 9,442 in the prior year.
Operating income increased $17.6 million, or 51.1% to $52.1 million for the year ended December 31, 2021 from $34.5 million in the prior year. The increase year over year was
mainly driven by the following factors:
| • |
Revenue increased $33.1 million, or 16.0% to $240.5 million for the year ended December 31, 2021 from $207.4 million in the prior year. The increase in revenue was
primarily due to an 11.0% increase in average student population, driven by a 9.0% increase in student starts year over year. Further contributing to the increase was the normalization of our revenue stream driven by the return to
in-person instruction at all of our campuses as well as a 4.5% increase in average revenue per student.
|
| • |
Educational services and facilities expense increased $11.3 million, or 13.5% to $94.7 million for the year ended December 31, 2021 from $83.4 million in the prior
year. The higher costs were mainly concentrated in instructional expense, books and tools expense and facilities expense. Instructional expense increases were primarily driven by a larger average student population, up 11.0%, which also
drove increases in books and tools expense. Also contributing to the increase in instructional expenses were increased instructor salaries driven by inflationary pressure and widespread instructor shortages in addition to increases in
consumable supplies, primarily in welding programs. Facility expense increases were driven by additional rent expense resulting from one-time rent reductions in the prior year resulting from campus closures due to COVID-19 in combination
with additional rent expense in the current year as a result of the sale leaseback transaction entered into during the fourth quarter of 2021.
|
| • |
Selling, general and administrative expense increased $4.1 million, or 4.6% to $93.7 million for the year ended December 31, 2021 from $89.6 million in the prior
year. The increase was driven by additional administrative expenses in combination with increased investments in marketing and sales expense. Partially offsetting the increase was a reduction in bad debt expense, all of which are
discussed above in the consolidated results of operations.
|
Healthcare and Other Professions
Student start results increased 4.8% to 5,111 for the year ended December 31, 2021 from 4,879 in the prior year.
Operating income increased 7.0% to $11.8 million for the year ended December 31, 2021 from $11.1 million in the prior year. The $0.7 million increase was mainly driven by the
following factors:
| • |
Revenue increased by $9.1 million, or 10.7% to $94.8 million for the year ended December 31, 2021 from $85.7 million in the prior year. The increase in revenue was
primarily due to an 8.1% increase in average student population, driven by a 4.8% increase in student starts year over year. Further contributing to the increase was the normalization of our revenue stream driven by the return to in-person
instruction at all of our campuses as well as a 2.4% increase in average revenue per student.
|
| • |
Educational services and facilities expense increased $5.4 million, or 14.0% to $44.2 million for the year ended December 31, 2021 from $38.8 million in the prior
year. Increased costs were primarily concentrated in instructional expense, books and tools expense, and facilities expense. Instructional expense increases were primarily driven by a larger average student population, up 8.1%, which also
drove increases in books and tools expense. Also contributing to the increase in instructional expense were increased instructor salaries driven by inflationary pressure and widespread instructor shortages in addition to increases in
consumable supplies. Facility expense increases were driven by additional rent expense resulting from one-time rent reductions in the prior year resulting from campus closures due to COVID-19 in combination with additional rent expense in
the current year as a result of the sale leaseback transaction entered into during the fourth quarter of 2021. Facility expense increases were driven by additional rent expense due to one-time rent reductions in the prior year resulting
from campus closures due to COVID-19 coupled with overall facilities savings during campus closures as a result of COVID-19.
|
| • |
Selling, general and administrative expense increased $2.9 million, or 8.2% to $38.7 million for the year ended December 31, 2021 from $35.8 million in the prior
year. The increase was driven by additional administrative expenses in combination with increased investments in marketing and sales expense, all of which are discussed above in the consolidated results of operations.
|
Corporate and Other
This category includes unallocated expenses incurred on behalf of the entire Company. Corporate and other expenses were $14.6 million and $30.7 million for the years ended
December 31, 2021 and 2020, respectively. Included in the current year is a $22.5 million gain realized as a result of entering into a sale leaseback transaction, partially offset by a one-time non-cash impairment charge of $0.7 million.
Excluding the sale leaseback transaction and the impairment charge, corporate and other expenses would have been $36.4 million as of December 31, 2021. The additional expense over prior year was due to increased benefits expense driven primarily
by an uptick in medical claims in combination with a slight increase in salary expense.
LIQUIDITY AND CAPITAL RESOURCES
Our primary capital requirements are for maintenance and expansion of our facilities and the development of new programs. Our principal sources of liquidity have been cash
provided by operating activities and borrowings under our credit facility. The following chart summarizes the principal elements of our cash flow for each of the two fiscal years in the period ended December 31, 2021:
|
Cash Flow Summary
Year Ended December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
(In thousands)
|
||||||||
|
Net cash provided by operating activities
|
$
|
27,447
|
$
|
23,485
|
||||
|
Net cash provided by (used in) investing activities
|
$
|
37,848
|
$
|
(5,483
|
)
|
|||
|
Net cash used in financing activities
|
$
|
(20,014
|
)
|
$
|
(18,620
|
)
|
||
As of December 31, 2021, the Company had a net cash balance of $83.3 million compared to $20.8 million in the prior year comparable period. The net cash balance is calculated
as our cash and cash equivalents less both short and long-term portion of the credit agreement. Cash at December 31, 2021 benefited from net income and the consummation of a sale leaseback transaction entered into during the fourth quarter
involving the Company’s Denver, Colorado and Grand Prairie, Texas campuses. The gross sale price for both properties totaled $46.5 million and, upon consummation of the sale, the Company entered into a triple-net lease agreement for each property.
Our primary source of cash is tuition collected from our students. The majority of students enrolled at our schools rely on funds received under various government-sponsored
student financial aid programs to pay a substantial portion of their tuition and other education-related expenses. The most significant source of student financing is Title IV Programs, which represented approximately 75% of our cash receipts
relating to revenues in 2021. Pursuant to applicable regulations, students must apply for a new loan for each academic period. Federal regulations dictate the timing of disbursements of funds under Title IV Programs and loan funds are generally
provided by lenders in two disbursements for each academic year. The first disbursement is usually received approximately 31 days after the start of a student’s academic year and the second disbursement is typically received at the beginning of the
sixteenth week from the start of the student’s academic year. Certain types of grants and other funding are not subject to a 31-day delay. In certain instances, if a student withdraws from a program prior to a specified date, any paid but unearned
tuition or prorated Title IV Program financial aid is refunded according to federal, state and accrediting agency standards.
As a result of the significant amount of Title IV Program funds received by our students, we are highly dependent on these funds to operate our business. Any reduction in the
level of Title IV Program funds that our students are eligible to receive for tuition payment to us or any restriction on our eligibility to receive Title IV Program funds would have a significant impact on our operations and our financial
condition. For more information, see Part I, Item 1A. “Risk Factors - Risks Related to Our Industry”.
Operating Activities
Net cash provided by operating activities was $27.4 million and $23.5 million for the years ended December 31, 2021 and 2020, respectively. The increase year over year was
due primarily to increased operating income, up $34.5 million which includes a gain on the sale of assets of $22.5 million over the prior year.
Investing Activities
Net cash provided by investing activities was $37.8 million for the year ended December 31, 2021 compared to net cash used in investing activities of $5.5 million in the prior
year comparable period. The increase of $43.3 million was primarily driven by proceeds of $45.4 million resulting from the consummation of a sale leaseback transaction during the fourth quarter of the current year.
One of our primary uses of cash in investing activities was capital expenditures associated with investments in training technology, classroom furniture, and new program
buildouts.
We currently lease a majority of our campuses. We own our real property in Nashville, Tennessee, which is subject to a sale-leaseback agreement which is expected to be
consummated in the first half of the year and our former school property located in Suffield, Connecticut.
Capital expenditures were 2% of revenues in 2021 and are expected to approximate 2% of revenues in 2022. We expect to fund future capital expenditures with cash generated
from operating activities and cash on hand.
Financing Activities
Net cash used in financing activities was $20.0 million for the year ended December 31, 2021 compared to $18.6 million in the prior year. The increase of $1.4 million was the
result of the retirement of our term loan using proceeds from the sale leaseback transaction involving the Company’s Denver, Colorado and Grand Prairie, Texas campuses pursuant to agreement with our lending institution. Cash paid to retire the
loan was $16.3 million with additional payments made during the year of $1.5 million. In the prior year, net payments on borrowings were $17.0 million.
Net payments on borrowings in the prior year consisted of: (a) total borrowings to date under our secured credit facility of $11.0 million; and (b) $28.0 million in total
repayments made by the Company.
Credit Facility
As reported elsewhere in this Annual Report on Form 10-K, in connection with the sale leaseback transactions involving the Company’s Denver and Grand Prairie campuses, the
Company retired its term loan and, as of December 31, 2021, the Company has no debt outstanding. The Company had $4.0 million in letters of credit outstanding as of December 31, 2021. The Company is in negotiations with respect to a new credit
facility.
Long-term debt consists of the following:
|
At December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Credit agreement
|
$
|
-
|
$
|
17,833
|
||||
|
Deferred financing fees
|
-
|
(621
|
)
|
|||||
|
-
|
17,212
|
|||||||
|
Less current maturities
|
-
|
(2,000
|
)
|
|||||
|
$
|
-
|
$
|
15,212
|
|||||
We had outstanding financing principal commitments to our active students of $30.0 million and $21.7 million as of December 31, 2021 and 2020, respectively. These are
extended financing plans and no cash is advanced to students. The full amount is not guaranteed unless the student completes the program. The extended financing plans are considered commitments because the students are packaged to fund their
education using these funds and they are not reported on our financials.
Climate Change
Climate change has not had and is not expected to have a significant impact on our operations.
Contractual Obligations
Current portion of Long-Term Debt, Long-Term Debt and Lease Commitments. As of December 31, 2021, we have no
debt outstanding. We lease offices, educational facilities and various items of equipment for varying periods through the year 2041 at basic annual rentals.
As of December 31, 2021, there were 2 new leases and 9 lease modifications that resulted in noncash re-measurements of the related ROU asset and operating lease liability of
$45.5 million which included the sale leaseback transactions of our campuses in Grand Prairie, Texas and Denver, Colorado.
We had no off-balance sheet arrangements as of December 31, 2021, except for surety bonds. We are required to post surety bonds on behalf of our campuses and education
representatives with multiple states to maintain authorization to conduct our business. At December 31, 2021, we posted surety bonds in the aggregate amount of approximately $12.8 million. These off-balance sheet arrangements do not adversely
impact our liquidity or capital resources.
SEASONALITY AND OUTLOOK
Seasonality
Our revenue and operating results normally fluctuate as a result of seasonal variations in our business, principally due to changes in total student population. Student
population varies as a result of new student enrollments, graduations and student attrition. Historically, our schools have had lower student populations in our first and second quarters and we have experienced larger class starts in the third
quarter and higher student attrition in the first half of the year. Our second half growth is largely dependent on a successful high school recruiting season. We recruit our high school students several months ahead of their scheduled start dates
and, thus, while we have visibility on the number of students who have expressed interest in attending our schools, we cannot predict with certainty the actual number of new student enrollments and the related impact on revenue. Our expenses,
however, typically do not vary significantly over the course of the year with changes in our student population and revenue.
Effect of Inflation
Inflation has not had a material effect on our operations except for some inflationary pressures on certain instructor salaries.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
| ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
See “Index to Consolidated Financial Statements” on page F-1 of this Annual Report on Form 10-K.
| ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
None.
| ITEM 9A. |
CONTROLS AND PROCEDURES
|
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer, after evaluating, together with management, the effectiveness of our disclosure controls and procedures (as defined in
Securities Exchange Act Rule 13a-15(e)) as of December 31, 2021 have concluded that our disclosure controls and procedures are effective to reasonably ensure that material information required to be disclosed by us in the reports that we file or
submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by Securities and Exchange Commissions’ Rules and Forms and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Internal Control Over Financial Reporting
During the quarter ended December 31, 2021, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting and Attestation Report of Independent Registered Public Accounting Firm
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the
Securities Exchange Act of 1934, as amended. The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, based on the framework set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on its assessment, management believes that, as of December 31, 2021, the Company’s internal
control over financial reporting is effective.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s independent auditors, Deloitte & Touche LLP, an independent registered public accounting firm, audited the Company’s internal control over financial
reporting as of December 31, 2021, as stated in their report included in this Form 10-K that follows.
| ITEM 9B. |
OTHER INFORMATION
|
None.
None.
Certain information required by this item will be included in a definitive proxy statement for the Company’s annual meeting of shareholders or an amendment to this Annual Report on Form 10-K,
in either case filed with the Securities and Exchange Commission within 120 days after December 31, 2021, and is incorporated by reference herein.
| ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Directors and Executive Officers
Certain information required by this Item 10 of Part III is incorporated by reference from a definitive proxy statement or an amendment to this Annual Report on Form 10-K that
will be filed with the Securities and Exchange Commission within 120 days after December 31, 2021.
Code of Ethics
We have adopted a Code of Conduct and Ethics applicable to our directors, officers and employees and certain other persons, including our Chief Executive Officer and Chief
Financial Officer. A copy of our Code of Ethics is available on our website at www.lincolntech.edu. If any amendments to or waivers from the Code of Conduct are made, we will disclose such amendments or
waivers on our website.
| ITEM 11. |
EXECUTIVE COMPENSATION
|
The information required by this Item 11 of Part III is incorporated by reference from a definitive proxy statement or an amendment to this Annual Report on Form 10-K that
will be filed with the Securities and Exchange Commission within 120 days after December 31, 2021.
| ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
The information required by this Item 12 of Part III is incorporated by reference from a definitive proxy statement or an amendment to this Annual Report on Form 10-K that
will be filed with the Securities and Exchange Commission within 120 days after December 31, 2021.
| ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
The information required by this Item 13 of Part III is incorporated by reference from a definitive proxy statement or an amendment to this Annual Report on Form 10-K that
will be filed with the Securities and Exchange Commission within 120 days after December 31, 2021.
| ITEM 14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
The information required by this Item 14 of Part III is incorporated by reference from a definitive proxy statement or an amendment to this Annual Report on Form 10-K that
will be filed with the Securities and Exchange Commission within 120 days after December 31, 2021.
| ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
| 1. |
Financial Statements
|
See “Index to Consolidated Financial Statements” on page F-1 of this Annual Report on Form 10-K.
| 2. |
Financial Statement Schedule
|
See “Index to Consolidated Financial Statements” on page F-1 of this Annual Report on Form 10-K.
| 3. |
Exhibits Required by Securities and Exchange Commission Regulation S-K
|
|
Exhibit
Number
|
Description
|
|
|
Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to the Company’s Registration Statement on Form S-1/A (Registration No.
333-123644) filed June 7, 2005.
|
||
|
Certificate of Amendment, dated November 14, 2019, to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 of
the Company’s Registration Statement on Form S-3 filed October 6, 2020).
|
||
|
Bylaws of the Company, as amended on March 8, 2019 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed April 30, 2020).
|
||
|
Specimen Stock Certificate evidencing shares of common stock (incorporated by reference to the Company’s Registration Statement on Form S-1/A (Registration No.
333-123644) filed June 21, 2005).
|
||
|
Registration Rights Agreement, dated as of November 14, 2019, between the Company and the investors parties thereto (incorporated by reference to Exhibit 10.2 of the
Company’s Quarterly Report on Form 10-Q filed November 14, 2019).
|
||
|
Description of Securities of the Company (incorporated by reference to Exhibit 4.3 of the Company’s Form 10-K filed March 9, 2021).
|
||
|
Employment Agreement, dated as of December 10, 2020, between the Company and Scott M. Shaw (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed
December 11, 2020).
|
||
|
Employment Agreement, dated as of November 7, 2018, between the Company and Scott M. Shaw (incorporated by reference to Exhibit 10.3 of the Company’s
Quarterly Report on Form 10-Q filed November 9, 2018).
|
||
|
Employment Agreement, dated as of December 10, 2020, between the Company and Brian K. Meyers (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K
filed December 11, 2020).
|
||
|
Employment Agreement, dated as of November 7, 2018, between the Company and Brian K. Meyers (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly
Report on Form 10-Q filed November 9, 2018).
|
||
|
Employment Agreement, dated as of December 10, 2020, between the Company and Stephen M. Buchenot (incorporated by reference to Exhibit 10.3 of
the Company’s Current Report on Form 8-K filed December 11, 2020).
|
||
|
Employment Agreement dated April 3, 2019 between the Company and Stephen M. Buchenot (incorporated by reference to Exhibit 10.1 of the Company’s
Current Report on Form 8-K filed April 5, 2019).
|
|
Lincoln Educational Services Corporation 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.16 of the Current Report on Form 8-K dated June 5,
2020).
|
||
|
Securities Purchase Agreement, dated as of November 14, 2019, between the Company and the investor parties thereto (incorporated by reference to Exhibit 10.1 of the
Company’s Quarterly Report on Form 10-Q filed November 14, 2019).
|
||
|
Credit Agreement, dated as of November 14, 2019, among the Company, Lincoln Technical Institute, Inc. and its subsidiaries, and Sterling National Bank (incorporated by
reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed November 14, 2019).
|
||
|
|
First Amendment to Credit Agreement, dated as of November 10, 2020, among the Company, Lincoln Technical Institute, Inc. and its subsidiaries, and Sterling National
Bank (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed November 12, 2020).
|
|
| Consent and Waiver Letter Agreement, dated as of September 23, 2021, by and among the Company and certain of its subsidiaries, and Sterling National Bank (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed September 28, 2021). | ||
|
|
Contract for the Purchase of Real Estate, dated as of September 24, 2021, by and between Nashville Acquisition, LLC and SLC Development, LLC (incorporated by reference
to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed September 28, 2021).
|
|
| 10.16 | Agreement for Purchase and Sale of Property, dated as of September 24, 2021 by and between Lincoln Technical Institute, Inc. and LNT Denver (Multi) LLC (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed September 28, 2021). | |
| 10.17 | Form of Indemnification Agreement between the Company and each director of the Company (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed November 14, 2019). | |
|
Indemnification Agreement between the Company and John A. Bartholdson (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q filed
November 14, 2019).
|
||
|
Subsidiaries of the Company.
|
||
|
Consent of Independent Registered Public Accounting Firm.
|
||
|
Power of Attorney (included on the Signature page of this Annual Report on Form 10-K).
|
||
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
|
|
||
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
|
101*
|
The following financial statements from Lincoln Educational Services Corporation’s Annual Report on Form 10-K for the year ended December 31, 2021, formatted in XBRL: (i) Consolidated
Statements of Operations, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Comprehensive (Loss) Income, (v) Consolidated Statement of Changes in Stockholders’ Equity and (vi) the
Notes to Consolidated Financial Statements, tagged as blocks of text and in detail.
|
|
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101*.
|
| * |
Filed herewith.
|
| + |
Indicates management contract or compensatory plan or arrangement required to be filed or incorporated by reference as an exhibit to this Form 10-K pursuant to Item
15(b) of Form 10-K.
|
** As provided in Rule 406T of Regulation S-T, this information is
furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.
None.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
Date: March 3, 2022
|
||
|
LINCOLN EDUCATIONAL SERVICES CORPORATION
|
||
|
By:
|
/s/ Brian Meyers
|
|
|
Brian Meyers
|
||
|
Executive Vice President, Chief Financial Officer and Treasurer
|
||
|
(Principal Accounting and Financial Officer)
|
||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints Scott M. Shaw and Brian K. Meyers, and each of them, as
attorneys-in-fact and agents, with full power of substitution and re-substitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file
the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact or substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
|
Signature
|
Title | Date | ||
| /s/ Scott M. Shaw |
Chief Executive Officer and Director
|
March 3, 2022
|
||
| Scott M. Shaw | ||||
|
/s/ Brian K. Meyers
|
Executive Vice President, Chief Financial Officer and Treasurer (Principal Accounting and Financial Officer)
|
March 3, 2022
|
||
|
Brian K. Meyers
|
||||
| /s/ John A. Bartholdson |
Director
|
March 3, 2022
|
||
| John A. Bartholdson | ||||
|
/s/ James J. Burke, Jr.
|
Director
|
March 3, 2022
|
||
|
James J. Burke, Jr.
|
||||
|
/s/ Kevin M. Carney
|
Director
|
March 3, 2022
|
||
|
Kevin M. Carney
|
||||
|
/s/ Ronald E. Harbour
|
Director
|
March 3, 2022
|
||
|
Ronald E. Harbour
|
||||
|
/s/ J. Barry Morrow
|
Director
|
March 3, 2022
|
||
|
J. Barry Morrow
|
||||
|
/s/ Michael A. Plater
|
Director
|
March 3, 2022
|
||
|
Michael A. Plater
|
||||
|
/s/ Felecia J. Pryor
|
Director
|
March 3, 2022
|
||
|
Felecia J. Pryor
|
||||
|
/s/ Carlton Rose
|
Director
|
March 3, 2022
|
||
|
Carlton Rose
|
INDEX TO CONSOLIDATED
FINANCIAL STATEMENTS
|
Page Number
|
||||
|
Reports of Independent Registered Public Accounting Firm - Report of Independent Registered Public Accounting Firm (PCAOB ID No. )
|
F-2 | |||
|
Consolidated Balance Sheets as of December 31, 2021 and 2020
|
F-5
|
|||
|
Consolidated Statements of Operations for the years ended December 31, 2021 and 2020
|
F-7
|
|||
|
Consolidated Statements of Other Comprehensive Income for the years ended December 31, 2021 and 2020
|
F-8 | |||
|
Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity for the years ended December 31, 2021 and 2020
|
F-9 |
|||
|
Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020
|
F-10
|
|||
|
Notes to Consolidated Financial Statements
|
F-12
|
|||
|
Schedule II-Valuation and Qualifying Accounts
|
F-33
|
|||
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Lincoln Educational Services Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Lincoln Educational Services Corporation and subsidiaries (the “Company”) as of
December 31, 2021 and 2020, and the related consolidated statements of operations, comprehensive income, changes in convertible preferred stock and stockholders’ equity, and cash flows, for each of the two years in the period ended December 31,
2021, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations
and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
and our report dated March 3, 2022, expressed an
unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or
required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of
critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Sale-Leaseback Transaction - Denver, Colorado and Grand Prairie, Texas Campuses - Refer to Note 7 to the
financial statements
Critical Audit Matter Description
The Company consummated a sale leaseback transaction on October 29, 2021, whereby they sold properties in Denver, Colorado, and Grand Prairie, Texas.
Concurrently with the closing of the sale, the parties entered into a triple-net lease agreement for each of the properties pursuant to which the properties are being leased back to a subsidiary of the Company. The leases, in each case, provide
Lincoln with a right of first offer (“ROFO”) should the purchaser wish to sell the property. This transaction resulted in a $22.5M gain on sale of assets recognized within the Consolidated Statement of Operations for the year ended December 31,
2021.
The Company’s recognition of the leases as operating leases and the related gain on sale is premised on the transaction achieving successful sale
accounting. In making this determination, the Company evaluated factors in Accounting Standards Codification (“ASC”) Topic 606, Revenue Recognition,
to conclude that the transaction qualified as a sale. This included analyzing the ROFO clause to determine whether it represents a repurchase agreement that would preclude the transaction from being accounted for as a successful sale.
Additionally, the Company evaluated factors in ASC Topic 842, Leases, to confirm the newly created leases met the definition an operating
lease. The Company also determined an Incremental Borrowing Rate (“IBR”) that was utilized in the new operating lease calculations. Given the judgements necessary in evaluating this transaction, performing audit procedures to evaluate the
reasonableness of management’s position required a high degree of auditor judgment and an increased extent of effort, including the need to consult with professionals in our firm with expertise in sale-leaseback transactions.
How the Critical Audit Matter was addressed in the Audit
Our audit procedures related to evaluating the accounting interpretation and recognition of the transaction, included the following among others:
|
•
|
We tested the operating effectiveness of controls over Management’s accounting evaluation specific to the sale leaseback transaction.
|
|
•
|
We tested the operating effectiveness of controls over the new lease measurement, including those over Management’s review of the IBR.
|
|
•
|
We obtained the executed lease agreement and transaction closing details and evaluated the terms to evaluate whether the transaction met the
definition of an operating lease and a successful sale, which included consultation with professionals in our firm with expertise in sale-leaseback transactions.
|
|
•
|
We inspected third party market data to determine whether the overall transaction was at fair value.
|
|
•
|
With the assistance of our fair value specialists, we evaluated the reasonableness of the Company’s IBR.
|
|
•
|
We tested the calculation of the gain on sale of assets and the measurement of the right of use (“ROU”) assets and lease liabilities related
to the operating lease.
|
/s/ Deloitte & Touche LLP
March 3, 2022
We have served as the Company’s auditor since 1999.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Lincoln Educational Services Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Lincoln
Educational Services Corporation and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated March 3, 2022, expressed an unqualified opinion on
those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness
of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting
based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
March 3, 2022
LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
|
December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
||||
|
Accounts receivable, less allowance of $
|
|
|
||||||
|
Inventories
|
|
|
||||||
|
Prepaid expenses and other current assets
|
|
|
||||||
|
Asset held for sale
|
||||||||
|
Total current assets
|
|
|
||||||
|
PROPERTY, EQUIPMENT AND FACILITIES - At cost, net of accumulated depreciation and amortization of $
|
|
|
||||||
|
OTHER ASSETS:
|
||||||||
|
Noncurrent receivables, less allowance of $
|
|
|
||||||
|
Deferred income taxes, net
|
|
|
||||||
|
Operating lease right-of-use assets
|
|
|
||||||
|
Goodwill
|
|
|
||||||
|
Other assets, net
|
|
|
||||||
|
Total other assets
|
|
|
||||||
|
TOTAL ASSETS
|
$
|
|
$
|
|
||||
See notes to consolidated financial statements.
LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
(Continued)
|
December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
LIABILITIES, SERIES A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
|
||||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Current portion of credit agreement
|
$
|
|
$
|
|
||||
|
Unearned tuition
|
|
|
||||||
|
Accounts payable
|
|
|
||||||
|
Accrued expenses
|
|
|
||||||
|
Income taxes payable
|
|
|
||||||
|
Current portion of operating lease liabilities
|
|
|
||||||
|
Other short-term liabilities
|
|
|
||||||
|
Total current liabilities
|
|
|
||||||
|
NONCURRENT LIABILITIES:
|
||||||||
|
Long-term credit agreement
|
|
|
||||||
|
Pension plan liabilities
|
|
|
||||||
|
Long-term portion of operating lease liabilities
|
|
|
||||||
|
Other long-term liabilities
|
|
|
||||||
|
Total liabilities
|
|
|
||||||
|
COMMITMENTS AND CONTINGENCIES
|
||||||||
|
SERIES A CONVERTIBLE PREFERRED STOCK
|
||||||||
|
Preferred stock,
|
|
|
||||||
|
STOCKHOLDERS’ EQUITY:
|
||||||||
|
Common stock,
|
|
|
||||||
|
Additional paid-in capital
|
|
|
||||||
|
Treasury stock at cost -
|
(
|
)
|
(
|
)
|
||||
|
Retained earnings
|
|
|
||||||
|
Accumulated other comprehensive loss
|
(
|
)
|
(
|
)
|
||||
|
Total stockholders’ equity
|
|
|
||||||
|
TOTAL LIABILITIES, SERIES A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
|
$
|
|
$
|
|
||||
See notes to consolidated financial statements.
LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
|
Year Ended December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
REVENUE
|
$
|
|
$
|
|
||||
|
COSTS AND EXPENSES:
|
||||||||
|
Educational services and facilities
|
|
|
||||||
|
Selling, general and administrative
|
|
|
||||||
|
Gain on sale of assets
|
(
|
)
|
(
|
)
|
||||
|
Impairment of long-lived assets
|
||||||||
|
Total costs and expenses
|
|
|
||||||
|
OPERATING INCOME
|
|
|
||||||
|
OTHER:
|
||||||||
|
Interest expense
|
(
|
)
|
(
|
)
|
||||
|
INCOME BEFORE INCOME TAXES
|
|
|
||||||
|
PROVISION (BENEFIT) FOR INCOME TAXES
|
|
(
|
)
|
|||||
|
NET INCOME
|
|
|
||||||
|
PREFERRED STOCK DIVIDENDS
|
|
|
||||||
|
INCOME AVAILABLE TO COMMON STOCKHOLDERS
|
$
|
|
$
|
|
||||
|
Basic and Diluted
|
||||||||
|
Net income per share
|
$
|
|
$
|
|
||||
|
Weighted average number of common shares outstanding:
|
||||||||
|
Basic and Diluted
|
|
|
||||||
See notes to consolidated financial statements
LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME
(In thousands)
|
December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Net income
|
$
|
|
$
|
|
||||
|
Other comprehensive income
|
||||||||
|
Derivative qualifying as a cash flow hedge, net of taxes ()
|
|
(
|
)
|
|||||
|
Employee pension plan adjustments, net of taxes (
|
|
(
|
)
|
|||||
|
Comprehensive income
|
$
|
|
$
|
|
||||
See notes to consolidated financial statements
LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
(In thousands, except share amounts)
|
Stockholders’ Equity
|
||||||||||||||||||||||||||||||||||||
|
Additional
Paid-in
Capital
|
Treasury
Stock
|
Retained
Earnings
(Accumulated
Deficit)
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Total
|
Series A
Convertible
Preferred Stock
|
|||||||||||||||||||||||||||||||
|
Common Stock
|
||||||||||||||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||||||||||
|
BALANCE - January 1, 2019
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
|
||||||||||||||||||
|
Net income
|
-
|
|
|
|
|
|
|
-
|
|
|||||||||||||||||||||||||||
| Preferred stock dividend |
- | ( |
) | ( |
) | ( |
) | - | ||||||||||||||||||||||||||||
|
Employee pension plan adjustments
|
-
|
|
|
|
|
(
|
)
|
(
|
)
|
-
|
|
|||||||||||||||||||||||||
|
Derivative qualifying as cash flow hedge
|
-
|
|
|
|
|
(
|
)
|
(
|
)
|
-
|
|
|||||||||||||||||||||||||
|
Stock-based compensation expense
|
||||||||||||||||||||||||||||||||||||
|
Restricted stock
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Net share settlement for
equity-based compensation
|
(
|
)
|
|
(
|
)
|
|
|
|
(
|
)
|
|
|
||||||||||||||||||||||||
|
BALANCE - December 31, 2020
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|||||||||||||||||||||||||
|
Net income
|
-
|
|
|
|
|
|
|
-
|
|
|||||||||||||||||||||||||||
|
Preferred stock dividend
|
-
|
|
|
|
(
|
)
|
|
(
|
)
|
-
|
|
|||||||||||||||||||||||||
|
Employee pension plan adjustments
|
-
|
|
|
|
|
|
|
-
|
|
|||||||||||||||||||||||||||
|
Derivative qualifying as cash flow hedge
|
-
|
|
|
|
|
|
|
-
|
|
|||||||||||||||||||||||||||
|
Stock-based compensation expense
|
||||||||||||||||||||||||||||||||||||
|
Restricted stock
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Net share settlement for
equity-based compensation
|
(
|
)
|
|
(
|
)
|
|
|
|
(
|
)
|
|
|
||||||||||||||||||||||||
|
BALANCE - December 31, 2021
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
|
$
|
|
||||||||||||||||||
See notes to consolidated financial statements.
LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
Year Ended December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net income
|
$
|
|
$
|
|
||||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
|
Depreciation and amortization
|
|
|
||||||
|
Amortization of deferred finance fees
|
|
|
||||||
|
Write-off of deferred finance fees
|
|
|
||||||
|
Deferred income taxes
|
|
(
|
)
|
|||||
|
Gain on sale of assets
|
(
|
)
|
(
|
)
|
||||
|
Impairment of long-lived assets
|
||||||||
|
Fixed asset donation
|
(
|
)
|
(
|
)
|
||||
|
Provision for doubtful accounts
|
|
|
||||||
|
Stock-based compensation expense
|
|
|
||||||
|
(Increase) decrease in assets:
|
||||||||
|
Accounts receivable
|
(
|
)
|
(
|
)
|
||||
|
Inventories
|
(
|
)
|
(
|
)
|
||||
|
Prepaid income taxes and income taxes receivable
|
|
|
||||||
|
Prepaid expenses and current assets
|
(
|
)
|
|
|||||
|
Other assets
|
(
|
)
|
|
|||||
|
Increase (decrease) in liabilities:
|
||||||||
|
Accounts payable
|
(
|
)
|
|
|||||
|
Accrued expenses
|
(
|
)
|
|
|||||
|
Unearned tuition
|
|
|
||||||
|
Income taxes payable
|
|
|
||||||
|
Other liabilities
|
(
|
)
|
|
|||||
|
Total adjustments
|
(
|
)
|
(
|
)
|
||||
|
Net cash provided by operating activities
|
|
|
||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Capital expenditures
|
(
|
)
|
(
|
)
|
||||
|
Proceeds from insurance settlement
|
|
|
||||||
|
Proceeds from sale of property and equipment
|
||||||||
|
Net cash provided by (used in) investing activities
|
|
(
|
)
|
|||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Proceeds from borrowings
|
|
|
||||||
|
Payments on borrowings
|
(
|
)
|
(
|
)
|
||||
|
Credit of deferred finance fees
|
|
|
||||||
|
Net share settlement for equity-based compensation
|
(
|
)
|
(
|
)
|
||||
|
Dividend payment for preferred stock
|
(
|
)
|
(
|
)
|
||||
|
Net cash used in financing activities
|
(
|
)
|
(
|
)
|
||||
|
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
|
(
|
)
|
|||||
|
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of year
|
|
|
||||||
|
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of year
|
$
|
|
$
|
|
||||
See notes to consolidated financial statements.
LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Continued)
|
Year Ended December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
||||||||
|
Cash paid during the year for:
|
||||||||
|
Interest
|
$
|
|
$
|
|
||||
|
Income taxes
|
$
|
|
$
|
|
||||
|
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||
|
Liabilities accrued for or noncash purchases of property and equipment
|
$
|
|
$
|
|
||||
See notes to consolidated financial statements.
LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2021 AND 2020 AND FOR THE TWO YEARS ENDED DECEMBER 31, 2021
(In thousands, except share and per share amounts, schools, campuses and unless otherwise stated)
| 1. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Business Activities—Lincoln Educational Services Corporation and its subsidiaries (collectively, the “Company”, “we”, “our” and “us”, as applicable) provide diversified career-oriented post-secondary education to recent high school graduates and working
adults. The Company, which currently operates 22 schools in 14 states, offers programs in skilled trades (which include HVAC, welding and computerized numerical control and electrical and electronic systems technology, among other
programs), automotive technology, healthcare services (which include nursing, dental assistant and medical administrative assistant, among other programs), hospitality services (which include culinary, therapeutic massage, cosmetology and
aesthetics) and information technology. The schools operate under Lincoln Technical Institute, Lincoln College of Technology, Lincoln Culinary Institute, and Euphoria Institute of Beauty Arts and Sciences and associated brand names. Most of the
campuses serve major metropolitan markets and each typically offers courses in multiple areas of study. Five of the campuses are
destination schools, which attract students from across the United States and, in some cases, from abroad. The Company’s other campuses primarily attract students from their local communities and surrounding areas. All of the campuses are
nationally 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 two reportable business segments: (a) Transportation and Skilled Trades, and (b) Healthcare and Other Professions (“HOPS”).
Liquidity—As of December 31, 2021, the Company had cash and cash equivalents of $83.3 million. As of December 31, 2020, the Company had cash and cash equivalents of $38.0 million. As of December 31, 2020, the Company had a net cash balance of $20.8
million calculated as cash and cash equivalents, less both the short-term and long-term portions of the Company’s Credit Facility (defined below). 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.
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 DOE’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.
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 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.
Advertising Costs—Costs related to advertising are expensed as incurred and approximated $33.1 million and $31.2 million for the years ended December 31, 2021 and 2020, respectively. These amounts are included in selling, general and administrative expenses
in the consolidated statements of operations.
Goodwill—Goodwill represents the excess of the cost of an acquired business (reporting unit) over the estimated carrying value, assets net of liabilities. Lincoln tests goodwill for impairment annually, in
the forth quarter of each year, unless there are events or changes in circumstances that indicate an impairment may have occurred. Impairment may result from deterioration in performance, adverse market conditions, adverse changes in laws or
regulations, the restriction of activities associated with the acquired business, and/or a variety of other circumstances. If we determine that impairment has occurred, we record a write-down of the carrying value and charge the impairment as
an operating expense in the period the determination is made.
As of December 31, 2021, goodwill was approximately $14.5
million, or 4.9 %, of our total assets. The goodwill is allocated among nine reporting units within the Transportation and Skilled Trades Segment.
When Lincoln performs our annual goodwill
impairment assessment we first assess a number of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If we conclude based on our qualitative review that it
is more likely than not that the fair value of the reporting unit is less than the carrying value we proceed with a quantitative impairment test.
Our qualitative assessment is subjective, it includes a review of macroeconomic
and industry factors, review of the financial performance of applicable reporting units, and assessment of adverse events that may negatively impact a reporting units carrying value. Adverse events would include, but are not limited to,
difficulty in accessing capital, a greater competitive environment, decline in market-dependent multiples or metrics, regulatory or political developments, change in key personnel, strategy, or customers, or litigation.
When we perform the quantitative impairment test we believe the most critical
assumptions and estimates in determining the estimated fair value of our reporting units include, but are not limited to, future tuition revenues, operating costs, working capital changes, capital expenditures and a discount rate. The assumptions
used in determining our expected future cash flows consider various factors such as historical operating trends particularly in student enrollment and pricing and long-term operating strategies and initiatives.
If Lincoln determines that quantitative tests are necessary, these tests are
performed using projected future operating results and cash flows on a weighted scale, 50 % based on Discounted Cash Flows (Income
Approach) and 50 % on based EBITDA multipliers (Market Approach). Management judgment is necessary in forecasting future cash flows and
operating results, critical assumptions include growth rates, changes in operating costs, capital expenditures, and changes in weighted average costs of capital. Additionally, Lincoln obtains independent market metrics for the industry and our
peers to assist in the development of these key assumptions. This process is consistent with our internal forecasts and operating plans.
Lincoln has completed our 2021 goodwill impairment assessment and determined
that it was more likely than not that the fair value of the reporting units exceeded their carrying value. As such, we concluded that goodwill was no t
impaired.
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. For other
long-lived assets, including right-of-use lease assets, the Company evaluates assets for recoverability when there is an indication of potential impairment. If the undiscounted cash flows from a group of assets being evaluated is less than the
carrying value of that group of assets, the fair value of the asset group is determined and the carrying value of the asset group is written down to fair value.
When
we perform the quantitative impairment test for long-lived assets, we examine 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 year ended December 31, 2021 there was an impairment of our property in Suffield, Connecticut of $0.7 million. The impairment was the result of an assessment of the current market value, obtained via 3rd party engagement, as compared to the current carrying value of the assets. Lincoln had a carrying value for the Suffield, Connecticut property of
approximately $2.9 million. The fair value estimate provided indicated that the current value of the property was approximately $2.2 million. As such, the aforementioned $0.7
million impairment was recorded and the assets carrying value reduced. There were no other long-lived asset impairments for the year
ended December 31, 2021.
The Company concluded that for the year ended December 31, 2020 there were no
long-lived asset impairments.
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 Corporation (“FDIC”) limit of $0.25 million. The Company’s cash balances on deposit at December 31, 2021, exceeded the balance insured by the FDIC by approximately $82.7 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 by 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 each of December 31, 2021 and 2020.
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 used to determine the incremental borrowing rate to calculate lease liabilities and right-of-use (“ROU”) assets, lease term to calculate lease cost, revenue recognition,
bad debts, impairments, fixed assets, income taxes, benefit plans and certain accruals. Actual results could differ from those estimates.
Income Taxes—The Company accounts for income taxes in accordance with Accounting Standards Codification (“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.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. During the years ended December 31, 2021 and 2020, we did no
Derivative Instruments—The Company records the fair value of derivative instruments as either assets or liabilities on the balance sheet. The accounting for gains and losses resulting from changes in fair value is dependent on the use of the derivative and
whether it is designated and qualifies for hedge accounting.
All qualifying hedging activities are documented at the inception of the hedge and must meet the definition of highly effective in offsetting changes to future cash. The Company utilizes
the change in variable cash flows method to evaluate hedge effectiveness quarterly. We record the fair value of the qualifying hedges in other long-term liabilities (for derivative liabilities) and other assets (for derivative assets). All
unrealized gains and losses on derivatives that are designated and qualify for hedge accounting are reported in other comprehensive income (loss) and recognized when the underlying hedged transaction affects earnings. Changes in the fair value of
these derivatives are recognized in other comprehensive income. The Company classifies the cash flows from a cash flow hedge within the same category as the cash flows from the items being hedged.
Start-up Costs—Costs related to the start of new campuses are expensed as incurred.
New Accounting Pronouncements
In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the
Effects of Reference Rate Reform on Financial Reporting.” These amendments provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying
generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders
during the global market-wide reference rate transition period. In January 2021, the FASB issued ASU 2021-01, “Reference Rate Reform (Topic 848): Scope” which clarifies that certain optional expedients and exceptions in Topic 848 for contract
modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is implementing a transition plan to
identify and modify its loans and other financial instruments with attributes that are either directly or indirectly influenced by LIBOR. The Company is continuing to assess ASU 2020-04 and its impact on the Company’s transition away from LIBOR
for its loan and other financial instruments. In October 2020, the FASB issued ASU 2020-10, “Codification Improvements”, which makes minor technical corrections and clarifications to the ASU. The amendments in Sections B and C of the ASU are
effective for annual periods beginning after December 15, 2020, for public business entities. This update did not have an impact on the Company’s consolidated financial statements.
In August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. This ASU simplifies
the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU removes separation models for (1) convertible debt with a cash
conversion feature and (2) convertible instruments with a beneficial conversion feature and hence most of the instruments will be accounted for as a single model (either debt or equity). The ASU also states that entities must apply the if-converted
method to all convertible instruments for calculation of diluted EPS and the treasury stock method is no longer available. An entity can use either a full or modified retrospective approach to adopt the ASU’s guidance. ASU No. 2020-06 is effective
for the Company as a smaller reporting company for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. For convertible instruments that include a down-round feature, entities may early adopt the amendments
that apply to the down-round features if they have not yet adopted the amendments in ASU 2017-11. The Company is currently assessing the impact that this ASU will have on its consolidated financial statements and related disclosures.
In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes”, which simplifies the
accounting for income taxes by removing certain exceptions to the general principles of ASC 740, “Income Taxes”. ASU 2019-12 also clarifies and amends GAAP for other areas of Topic 740. This ASU is effective for fiscal years beginning after
December 15, 2020 and early adoption is permitted. Depending on the amendment, adoption may be applied on a retrospective, modified retrospective or prospective basis. The Company adopted ASU 2019-12 on January 1, 2021, which did not have a
material impact on the Company’s consolidated financial statements and related disclosures.
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”
and subsequently issued additional guidance that modified ASU 2016-13. The ASU and the subsequent modifications are identified as Accounting Standards Codification (“ASC”) Topic 326. The standard requires an entity to change its accounting
approach in determining impairment of certain financial instruments, including trade receivables, from an “incurred loss” to a “current expected credit loss” model. Further, the FASB issued ASU No. 2019-04, ASU No. 2019-05 and ASU 2019-11 to
provide additional guidance on the credit losses standard. In November 2019, FASB issued ASU No. 2019-10, “Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases
(Topic 842)”. This ASU defers the effective date of ASU 2016-13 for public companies that are considered smaller reporting companies as defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods
within those fiscal years. Additionally, in February and March 2020, the FASB issued ASU 2020-02, “Financial Instruments—Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to
SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842)” ASU 2020-02 adds a SEC paragraph pursuant to the issuance of SEC Staff Accounting
Bulletin No. 119 on loan losses to FASB Codification Topic 326 and also updates the SEC section of the Codification for the change in the effective date of Topic 842. Early adoption is permitted. We are currently assessing the impact that these
ASUs will have on our consolidated financial statements and related disclosures.
| 2. |
FINANCIAL AID AND REGULATORY COMPLIANCE
|
Financial Aid
The Company’s schools and students participate in a variety of government-sponsored financial aid programs that assist students in paying for 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 DOE.
During the years ended December 31, 2021 and 2020, approximately 75 % and 77 %, respectively, of net revenues on a cash basis were indirectly derived from funds distributed under Title IV Programs.
For the years ended December 31, 2021 and 2020, the Company calculated that no individual DOE reporting entity received more than 90
Regulatory Compliance
All institutions participating in Title
IV Programs must satisfy specific standards of financial responsibility. The DOE evaluates institutions for compliance with these standards each year, based on 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
most significant financial responsibility measurement is the institution’s composite score, which is calculated by the DOE based on three ratios:
|
•
|
The equity ratio, which measures the institution’s capital resources, ability to borrow and financial viability; |
|
•
|
The primary reserve ratio, which measures the institution’s ability to support current operations from expendable resources; and |
|
•
|
The net income ratio, which measures the institution’s ability to operate at a profit. |
The DOE assigns a
strength factor to the results of each of these ratios on a scale from negative 1.0 to positive 3.0 , with negative 1.0 reflecting
financial weakness and positive 3.0 reflecting financial strength. The DOE then assigns a weighting percentage to each ratio and adds
the weighted scores for the three ratios together to produce a composite score for the institution. 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 an institution is required to make disbursements to students under the Heightened Cash Monitoring 1
(“HCM1”) payment method, or a different payment method other than the advance 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 equal to 50 percent of the Title IV
Program funds received by the institution during its most recent fiscal year. The DOE permits an institution to participate under the “Zone Alternative” for a period of up to consecutive fiscal years. 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, an 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 the 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. Effective July 1, 2016, a school under 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 parent provides written authorization for the school to hold the credit balance.
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 eligibility to participate in the Title IV
Programs on an alternative basis by, among other things:
| • |
Posting a letter of credit in an amount equal to at least
|
| • |
Posting a letter of credit in an amount equal to at least
|
The DOE has evaluated the financial responsibility of our institutions on a consolidated basis. We submitted to the DOE our audited financial statements for the 2018 fiscal year reflecting
a composite score of 1.1 based upon our calculations. The DOE indicated in a January 13, 2020 letter its determination that our
institutions are “in the zone” based on our composite score for the 2018 fiscal year and that we are required to operate under the Zone Alternative requirements, including the requirement to make disbursements under the HCM1 payment method and to
notify the DOE within 10 days of the occurrence of certain oversight and financial events. We also were required to submit to the DOE
bi-weekly cash balance submissions outlining our available cash on hand, monthly actual and projected cash flow statements, and monthly student rosters.
On February 16, 2021, we received a
letter from the DOE confirming our composite score of 1.5 for fiscal year 2019 as well as removing the Company from the Zone Alternative
requirements. On August 26, 2021, the DOE sent us correspondence stating that our three institutions had performed all of the
requirements of the February 16, 2021 letter and notifying us that the DOE had returned our institutions to advance pay on August 19, 2021.
For the 2020 and 2021 fiscal years, we calculated our composite score to be 2.7
and 3.0 , respectively. These scores are subject to determination by the DOE based on its review of our consolidated audited financial
statements for the 2020 and 2021 fiscal years, but we believe it is likely that the DOE will determine that our institutions comply with the composite score requirement.
| 3. |
NET INCOME PER SHARE
|
The Company presents basic and diluted income per common share using the two-class method which requires all outstanding Series A Preferred Stock and
unvested restricted stock that contain rights to non-forfeitable dividends and therefore participate in undistributed income with common shareholders to be included in computing income per common share. Under the two-class method, net income is
reduced by the amount of dividends declared in the period for each class of common stock and participating security. The remaining undistributed income is then allocated to common stock and participating securities, based on their respective
rights to receive dividends. Series A Preferred Stock and unvested restricted stock contain non-forfeitable rights to dividends on an if-converted basis and on the same basis as common shares, respectively, and are considered participating
securities. The Series A Preferred Stock and unvested restricted stock are not included in the computation of basic income per common share in periods in which we have a net loss, as the Series A Preferred Stock and unvested restricted stock are
not contractually obligated to share in our net losses. However, the cumulative dividends on preferred stock for the period decreases the income or increases the net loss allocated to common shareholders unless the dividend is paid in the period.
Basic income per common share has been computed by dividing net income allocated to common shareholders by the weighted-average number of common shares outstanding. The basic and diluted net income amounts are the same for the years ended
December 31, 2021 and 2020 as a result of the anti-dilutive impact of the potentially dilutive securities.
The following is a reconciliation of the numerator and denominator of the diluted net income per share computations for the periods presented below:
|
Year Ended December 31,
|
||||||||
|
(in thousands, except share data)
|
2021
|
2020
|
||||||
|
Numerator:
|
||||||||
|
Net income
|
$ |
$
|
|
|||||
|
Less: preferred stock dividend
|
(
|
)
|
(
|
)
|
||||
|
Less: allocation to preferred stockholders
|
(
|
)
|
(
|
)
|
||||
|
Less: allocation to restricted stockholders
|
(
|
)
|
(
|
)
|
||||
|
Net income allocated to common stockholders
|
$
|
|
$
|
|
||||
|
Basic net income per share:
|
||||||||
|
Denominator:
|
||||||||
|
Weighted average common shares outstanding
|
|
|
||||||
|
Basic net income per share
|
$
|
|
$
|
|
||||
|
Diluted net income per share:
|
||||||||
|
Denominator:
|
||||||||
|
Weighted average number of:
|
||||||||
|
Common shares outstanding
|
|
|
||||||
|
Dilutive potential common shares outstanding:
|
||||||||
|
Series A Preferred Stocck
|
|
|
||||||
|
Unvested restricted stock
|
|
|
||||||
|
Stock options
|
|
|
||||||
|
Dilutive shares outstanding
|
|
|
||||||
|
Diluted net income per share
|
$
|
|
$
|
|
||||
The following table summarizes the potential weighted average shares of common stock that were excluded from the determination of our diluted shares outstanding as
they were anti-dilutive:
|
Year Ended December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Series A preferred stock
|
|
|
||||||
|
Unvested restricted stock
|
|
|
||||||
|
|
|
|||||||
| 4. |
REVENUE RECOGNITION
|
Substantially all of our revenues are considered to be revenues from contracts with students. The related accounts receivable balances are recorded in our balance sheets as student accounts
receivable. We do not have significant revenue recognized from performance obligations that were satisfied in prior periods, and we do not have any transaction price allocated to unsatisfied performance obligations other than in our unearned
tuition. We record revenue for students who withdraw from our schools only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Unearned tuition represents contract
liabilities primarily related to our tuition revenue. We have elected not to provide disclosure about transaction prices allocated to unsatisfied performance obligations if original contract durations are less than one-year, or if we have the
right to consideration from a student in an amount that corresponds directly with the value provided to the student for performance obligations completed to date in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from
Contracts with Customer”. We have assessed the costs incurred to obtain a contract with a student and determined them to be immaterial.
Unearned tuition in the amount of $25.4 million and $23.5 million is recorded in the current liabilities section of the accompanying consolidated balance sheets as of December 31, 2021 and 2020,
respectively. The change in this contract liability balance during the year ended December 31, 2021 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, 2021 that was included in the contract liability balance at the beginning of the year was $22.8
million.
The following table depicts the timing of revenue recognition:
|
Year ended December 31, 2021
|
||||||||||||
|
Transportation and
Skilled Trades
Segment
|
Healthcare and
Other Professions
Segment
|
Consolidated
|
||||||||||
|
Timing of Revenue Recognition
|
||||||||||||
|
Services transferred at a point in time
|
$
|
|
$
|
|
$
|
|
||||||
|
Services transferred over time
|
|
|
|
|||||||||
|
Total revenues
|
$
|
|
$
|
|
$
|
|
||||||
|
Year ended December 31, 2020
|
||||||||||||
|
Transportation and
Skilled Trades
Segment
|
Healthcare and
Other Professions
Segment
|
Consolidated
|
||||||||||
|
Timing of Revenue Recognition
|
||||||||||||
|
Services transferred at a point in time
|
$
|
|
$
|
|
$
|
|
||||||
|
Services transferred over time
|
|
|
|
|||||||||
|
Total revenues
|
$
|
|
$
|
|
$
|
|
||||||
| 5. |
LEASES
|
The Company determines if an arrangement is a lease at inception. The Company considers any contract where there is an identified asset and that it has the right to
control the use of such asset in determining whether the contract contains a lease. An operating lease right-of-use (“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 the commencement date based on the present value of lease payments over the lease term. As all of the Company’s operating
leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available on the adoption date in determining the present value of lease payments. We estimate the incremental borrowing rate based on a
yield curve analysis, utilizing the interest rate derived from the fair value analysis of our credit facility and adjusting it for factors that appropriately reflect the profile of secured borrowing over the expected term of the lease. The
operating lease ROU assets include any lease payments made prior to the rent commencement date and exclude lease incentives. Our leases have remaining lease terms of one year to 20 years. Lease terms may include options to extend the lease term
used in determining the lease obligation when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments are recognized on a straight-line basis over the lease term for operating leases.
Our operating lease cost for the years ended December 31, 2021 and 2020 was $15.8 million and $15.3 million, respectively. Our variable lease cost for the
years ended December 31, 2021 and 2020 was zero and $0.6 million, respectively. The net change in ROU asset and operating lease liability are included in other assets in the consolidated cash flows for the years ended December 31, 2021 and
2020.
During the year ended December 31, 2020, the Company withheld portions of and/or delayed payments to certain of its landlords as the Company sought to renegotiate
payment terms, in order to further maintain liquidity given the temporary closures of its facilities. In some instances, the negotiations with landlords have led to agreements for rent abatements or rental deferrals, while. Total payments withheld
or deferred as of December 31, 2020 were approximately $0.5
In accordance with the FASB’s Staff Q&A regarding rent concessions related to the effects of the COVID-19 pandemic, the Company has elected to account for agreed
concessions by landlords that do not result in a substantial increase in the rights of the landlord or the obligations of the Company, as lessee, as though enforceable rights and obligations for those concessions existed in the original lease
agreements and the Company has elected not to re-measure the related lease liabilities and right-of-use assets associated with rent concessions due to COVID-19. For qualifying rent abatement concessions, the Company has recorded negative lease
expense for the amount of the concession during the period of relief, and for qualifying deferrals of rental payments, the Company has recognized a payable in lieu of recognizing a decrease in cash for the lease payment that would have been made
based on the original terms of the lease agreement, which will be reduced when the deferred payment is made in the future. During the year ended December 31, 2020, the Company recognized $0.6 million of negative lease expense related to rent abatement concessions.
Supplemental cash flow information and non-cash activity related to our operating leases are as follows:
|
December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Operating cash flow information:
|
||||||||
|
Cash paid for amounts included in the measurement of operating lease liabilities
|
$
|
|
$
|
|
||||
|
Non-cash activity:
|
||||||||
|
Lease liabilities arising from obtaining right-of-use assets
|
$
|
|
$
|
|
||||
As of December 31, 2021, there were 2 new leases and 9 lease modifications that resulted in noncash re-measurements of the related ROU asset and operating lease liability of $45.5 million. Approximately $40 million
of this related to the sale leaseback transaction discussed in Note 7 with the remaining amount related to lease re-measurements.
Weighted-average remaining lease term and discount rate for our operating leases is as follows:
|
Year Ended
December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Weighted-average remaining lease term
|
|
|
||||||
|
Weighted-average discount rate
|
|
%
|
|
%
|
||||
Maturities of lease liabilities by fiscal year for our operating leases as of December 31, 2021 are as follows:
|
Year ending December 31,
|
||||
|
2022
|
$ |
|
||
|
2023
|
|
|||
|
2024
|
|
|||
|
2025
|
|
|||
|
2026
|
|
|||
|
Thereafter
|
|
|||
|
Total lease payments
|
|
|||
|
Less: imputed interest
|
(
|
)
|
||
|
Present value of lease liabilities
|
$
|
|
||
| 6. |
GOODWILL
|
Changes in the carrying amount of goodwill during the years ended December 31, 2021 and 2020 are as follows:
|
Gross
Goodwill
Balance
|
Accumulated
Impairment
Losses
|
Net
Goodwill
Balance
|
||||||||||
|
Balance as of January 1, 2020
|
$
|
|
$
|
|
$
|
|
||||||
|
Adjustments
|
|
|
|
|||||||||
|
Balance as of December 31, 2020
|
|
|
|
|||||||||
|
Adjustments
|
|
|
|
|||||||||
|
Balance as of December 31, 2021
|
$
|
|
$
|
|
$
|
|
||||||
As of each of December 31, 2021 and 2020, the goodwill balance of $14.5
|
7.
|
PROPERTY SALE AGREEMENTS
|
Property Sale Agreement -
Nashville, Tennessee Campus
On September 24, 2021,
Nashville Acquisition, LLC, a subsidiary of the Company (“Nashville Acquisition”), entered into a Contract for the Purchase of Real Estate (the “Nashville Contract”) to sell the property located at 524 Gallatin Road, Nashville, Tennessee, at which
the Company operates its Nashville campus, to SLC Development, LLC, a subsidiary of Southern Land Company (“SLC”), for an aggregate sale price of $34.5
million, subject to customary adjustments at closing. The Company intends to relocate its Nashville campus to a more efficient and technologically advanced facility in the Nashville metropolitan area but has not yet determined a location. The
closing of the sale transaction is expected to occur in the first half of 2022 subject to various closing conditions which must be satisfied or waived including the satisfactory completion by the buyer of its due diligence review. During the due
diligence period, SLC has the right to terminate the Nashville Contract for any reason at its discretion; therefore, there can be no assurance that the sale will be consummated on a timely basis or at all. Upon closing, Nashville Acquisition would
be permitted to occupy the property and continue to operate the Nashville campus on a rent-free basis for a lease-back period of 12
months, and, thereafter, will have the option to extend the lease-back period for one 90 -day term and three additional 30 -day terms pursuant
to a lease agreement currently being negotiated by the parties. The Nashville property is included in assets held for sale in the consolidated balance sheet as of December 31, 2021.
Sale-Leaseback
Transaction - Denver, Colorado and Grand Prairie, Texas Campuses
On September 24, 2021, Lincoln Technical Institute, Inc. and LTI Holdings, LLC, each a wholly-owned subsidiary of the Company
(collectively, “Lincoln”), entered into an Agreement for Purchase and Sale of Property for the sale of the properties located at 11194 E. 45th Avenue, Denver, Colorado 80239 and 2915 Alouette Drive, Grand Prairie, Texas 75052, at which the Company
operates its Denver and Grand Prairie campuses, respectively, to LNT Denver (Multi) LLC, a subsidiary of LCN Capital Partners (“LNT”), for an aggregate sale price of $46.5 million, subject to customary adjustments at closing. Closing of the sale occurred on October 29, 2021. Concurrently with consummation of the sale, the parties entered into a
triple-net lease agreement for each of the properties pursuant to which the properties are being leased back to Lincoln Technical Institute, Inc. for a twenty-year
term at an initial annual base rent, payable quarterly in advance of approximately $2.6 million for the first year with annual 2.00 % increases thereafter and includes four
subsequent five-year renewal options in which the base rent is reset at the commencement of each renewal term at then current fair
market rent for the first year of each renewal term with annual 2.00 % increases thereafter in each such renewal term. The lease, in each
case, provides Lincoln with a right of first offer should LNT wish to sell the property. The Company has provided a guaranty of the financial and other obligations of Lincoln Technical Institute, Inc. under each lease. The Company evaluated factors in Accounting Standards
Codification (“ASC”) Topic 606, Revenue Recognition, to conclude that the transaction qualified as a sale. This included analyzing the right of first offer clause to determine whether it represents a repurchase agreement that would preclude the
transaction from being accounted for as a successful sale. The Company recognized a gain on sale of assets of $22.5 million.
Additionally, the Company evaluated factors in ASC Topic 842, Leases, and concluded that the newly created leases met the definition an operating lease. The Company recorded Right of Use (“ROU”) Asset and lease liabilities of $40.1 45.4 million with the proceeds partially used for the repayment of the Company’s outstanding term loan of $16.2 million and swap termination fee of $0.5 million.
| 8. |
PROPERTY, EQUIPMENT AND FACILITIES
|
Property, equipment and facilities consist of the following:
|
Useful life
(years)
|
At December 31,
|
|||||||||||
|
2021
|
2020
|
|||||||||||
|
Land
|
-
|
$
|
|
$
|
|
|||||||
|
Buildings and improvements
|
|
|
|
|||||||||
|
Equipment, furniture and fixtures
|
|
|
|
|||||||||
|
Vehicles
|
|
|
|
|||||||||
|
Construction in progress
|
-
|
|
|
|||||||||
|
|
|
|||||||||||
|
Less accumulated depreciation and amortization
|
(
|
)
|
(
|
)
|
||||||||
|
$
|
|
$
|
|
|||||||||
The decrease in property, equipment and facilities is mainly due to the sale lease-back transaction and the Nashville property included in assets held for sale as of
December 31, 2021 as discussed in Note 7. Depreciation and amortization expense of property, equipment and facilities was $7.1 million
and $7.4 million for the years ended December 31, 2021 and 2020, respectively.
| 9. |
ACCRUED EXPENSES
|
Accrued expenses consist of the following:
|
At December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Accrued compensation and benefits
|
$
|
|
$
|
|
||||
|
Accrued real estate taxes
|
|
|
||||||
|
Other accrued expenses
|
|
|
||||||
|
$
|
|
$
|
|
|||||
| 10. |
LONG-TERM DEBT
|
Long-term debt consists of the following:
|
At December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Credit agreement
|
$
|
|
$
|
|
||||
|
Deferred financing fees
|
|
(
|
)
|
|||||
|
|
|
|||||||
|
Less current maturities
|
|
(
|
)
|
|||||
|
$
|
|
$
|
|
|||||
Credit Facility
On November 14, 2019, the Company entered into a senior secured credit agreement (the “Credit Agreement”) with its lender, Sterling National Bank (the “Lender”),
providing for borrowing in the aggregate principal amount of up to $60 million (the “Credit Facility”). Initially, the Credit Facility was comprised of four facilities: (1) a $20 million senior secured term loan maturing on December 1, 2024 (the “Term
Loan”), with monthly interest and principal payments based on 120-month amortization with the outstanding balance due on the maturity
date; (2) a $10 million senior secured delayed draw term loan maturing on December 1, 2024 (the “Delayed Draw Term Loan”), with monthly interest payments for the first 18 months and thereafter monthly payments of interest and principal based on 120-month amortization and all balances
due on the maturity date; (3) a $15 million senior secured committed revolving line of credit providing a sublimit of up to $10 million for standby letters of credit maturing on November 13, 2022 (the “Revolving Loan”), with monthly payments of interest only; and (4) a $15 million senior secured
non-restoring line of credit maturing on January 31, 2021 (the “Line of Credit Loan”).
At the closing of the Credit Facility, the
Company entered into a swap transaction with the Lender for 100 % of the principal balance of the Term Loan maturing on the same date as
the Term Loan. Under the terms of the Credit Facility accrued interest on each loan under the Credit Facility is payable monthly one month 3.50 0.25 30
days of such borrowing, the Revolving Loan will accrue interest at the Lender’s prime rate plus 0.50 % with a floor of 4.0 %. Line of Credit Loans will bear interest at a floating interest rate based on the Lender’s prime rate of interest. Letters of credit issued under
the Revolving Loan reduce, on a dollar-for-dollar basis, the availability of borrowings under the Revolving Loan. Letters of credit are charged an annual fee equal to (i) an applicable margin determined by the leverage ratio of the Company less
(ii) 0.25 %, paid quarterly in arrears, in addition to the Lender’s customary fees for issuance, amendment and other standard fees.
Borrowings under the Line of Credit Loan are secured by cash collateral. The Lender receives an unused facility fee of 0.50% per annum payable quarterly in arrears on the unused portions of the Revolving Loan and the Line of Credit Loan.
In addition to the foregoing, the Credit
Agreement contains customary representations, warranties and affirmative and negative covenants (including financial covenants that (i) restrict capital expenditures, (ii) restrict leverage, (iii) require maintaining minimum tangible net worth,
(iv) require maintaining a minimum fixed charge coverage ratio and (v) require the maintenance of a minimum of $5 million in quarterly
average aggregate balances on deposit with the Lender, which, if not maintained, will result in the assessment of a quarterly fee of $12,500 ),
as well as events of default customary for facilities of this type. As of December 31, 2021, the Company was in compliance with all debt covenants. The Credit Agreement also limited the payment of cash dividends during the first twenty-four months of the agreement to $1.7
million but an amendment to the Credit Agreement entered into on November 10, 2020 raised the cash dividend limit to $2.3 million in such
period to increase the amount of permitted cash dividends that the Company can pay on its Series A Preferred Stock.
Until recently, as further discussed
below, the Credit Facility was secured by a first priority lien in favor of the Lender on substantially all of the personal property owned by the Company, as well as a pledge of the stock and other equity in the Company’s subsidiaries and
mortgages on parcels of real property owned by the Company in Colorado, Tennessee and Texas, at which three of the Company’s schools
are located, as well as a former school property owned by the Company located in Connecticut.
On September 23, 2021, in connection with
entry into the agreements relating to the sale leaseback transaction for the Company’s Denver, Grand Prairie and Nashville campuses (collectively, the “Property Transactions”), the Company and certain of its subsidiaries entered into a Consent
and Waiver Letter Agreement (the “Consent Agreement”) to the Company’s Credit Agreement. The Consent Agreement provides the Lender’s consent to the Property Transactions and waives certain covenants in the Credit Agreement, subject to certain
conditions specified therein. In addition, in connection with the consummation of the Property Transactions, the Lender released its mortgages and other liens on the subject-properties upon the Company’s payment in full of the outstanding
principal and accrued interest of the Term Loan and any swap obligations arising from any swap transaction. No 16.7 million in repayment of the Term Loan and the swap termination fee.
As of December 31, 2021 and 2020, the
Company had zero and $17.8
million, respectively, outstanding under the Credit Facility offset by zero and $0.6 million of deferred finance fees, respectively. As of December 31, 2021 and December 31, 2020, letters of credit in the aggregate outstanding principal amount of $4.0 million and $4.0 million,
respectively, were outstanding under the Credit Facility.
| 11. |
STOCKHOLDERS’ EQUITY
|
Common Stock
Holders of our common stock are entitled to receive dividends when and as declared by our Board of Directors and have the right to one vote per share on all matters requiring shareholder approval. The Company has no t
declared or paid any cash dividends on our common stock since the Company’s Board of Directors discontinued our quarterly cash dividend program in February 2015. The Company has no current intentions to resume the payment of cash dividends in the
foreseeable future.
Preferred Stock
On November 14, 2019, the Company raised gross proceeds of $12.7 million from
the sale of 12,700 shares of its newly designated Series A Convertible Preferred Stock, no par value per share (the “Series A Preferred Stock”). The Series A Preferred Stock was designated by the Company’s Board of Directors pursuant to a certificate of amendment
to the Company’s amended and restated certificate of incorporation (the “Charter Amendment”). The liquidation preference associated with the Series A Preferred Stock was $1,000 per share at December 31, 2021. Upon issuance each share of Series A Preferred Stock was convertible at $2.36 per share of common stock (as may be adjusted pursuant to the Charter Amendment, the “Conversion Price”) into 423,729 shares of common stock (the number of shares into which the Series A Preferred Stock is convertible at any time, the “Conversion Shares”). The Company incurred
issuance costs of $0.7 million as part of this transaction.
The description below provides a summary of certain material terms of the Series A Preferred Stock:
Securities Purchase Agreement.
The Series A Preferred Stock was sold by the Company pursuant to a Securities Purchase Agreement dated as of November 14, 2019 (the “SPA”) among the Company, Juniper Targeted Opportunity
Fund, L.P. and Juniper Targeted Opportunities, L.P. (together, “Juniper Purchasers”) and Talanta Investment, Inc. (“Talanta,” together with Juniper Purchasers, the “Investors”). Among other things, the SPA includes covenants relating to the
appointment of a director to the Company’s Board of Directors to be selected solely by the holders of the Series A Preferred Stock.
Dividends. Dividends on the Series A Preferred Stock (“Series A Dividends”), at the initial annual rate of 9.6 % is to be paid, in arrears, from the date of issuance quarterly on each December 31, March 31, June 30 and September 30 with September 30, 2020 being the first dividend payment date. The Company, at its option, may pay dividends either (a) in cash or (b) by increasing the
number of Conversion Shares by the dollar amount of the dividend divided by the Conversion Price. The dividend rate is subject to increase (a) 2.4 %
per annum on the fifth anniversary of the issuance of the Series A Preferred Stock (b) by 2 % per annum but in no event above 14 % per annum should the Company fail to perform certain obligations under the Charter Amendment. The Series A Preferred Stock is not currently
redeemable and may not become redeemable in the future. As a result, the Company is not required to re-measure the Series A Preferred Stock and does not accrete changes in the redemption value. As of December 31, 2021, we have paid $1.2 million cash dividends on the outstanding shares of Series A Preferred Stock rather than increasing the number of Conversion Shares. Dividends
are included in the consolidated balance sheets within additional paid-in-capital when the Company maintains an accumulated deficit.
Series A Preferred Stock Holders Right to Convert into Common Stock. Each share of Series A Preferred Stock, at any time, is
convertible into a number of shares of common stock equal to (i) the sum of (A) $1,000 (subject to adjustment as provided in the Charter
Amendment) plus (B) the dollar amount of any declared Series A Dividends not paid in cash divided by (ii) the Conversion Price ($2.36 per
share subject to anti-dilution adjustments) as of the applicable Conversion Date (as defined in the Charter Amendment). At all times, however, the number of Conversion Shares that can be issued to any Series A Preferred Stock Holder may not result
in such holder and its affiliates owning more than 19.99 % of the total number of shares of common stock outstanding after giving effect
to the conversion (the “Hard Cap”), unless prior shareholder approval is obtained or no longer required by the rules of the principal stock exchange on which the Company’s common stock trade.
Mandatory Conversion. If, at any time following November 14, 2022 the volume weighted average price of the Company’s common
stock equals or exceeds 2.25 times the Conversion Price (currently $5.31 per share) for a period of 20 consecutive trading days and
on each such trading day at least 20,000 shares of common stock was traded, the Company may, at its option and subject to the Hard Cap,
require that any or all of the then outstanding shares of Series A Preferred Stock be automatically converted into Conversion Shares.
Redemption. Beginning November 14, 2024, the Company may redeem all or any of the Series A Preferred Stock for a cash price
equal to the greater of (“Liquidation Preference”) (i) the sum of $1,000 (subject to adjustment as provided in the Charter Amendment)
plus the dollar amount of any declared Series A Dividends not paid in cash and (ii) the value of the Conversion Shares were such Series A Preferred Stock converted (as determined in the Charter Amendment) without regard to the Hard Cap.
Change of Control. In the event of certain changes of control, some of which are not in the Company’s control, as defined in
the Charter Amendment as a “Fundamental Change” or a “Liquidation” (as defined in the Charter Amendment), the holders of Series A Preferred Stock shall be entitled to receive the Liquidation Preference, unless such Fundamental Change is a stock
merger in which certain value and volume requirements are met, in which case the Series A Preferred Stock will be converted into common stock in connection with such stock merger. The Company has classified the Series A Preferred Stock as
mezzanine equity on the Consolidated Balance Sheet based upon the terms of a change of control which could be outside the Company’s control.
Voting. Holders of shares of Series A Preferred Stock will be entitled to vote with the holders of shares of common stock and
not as a separate class, at any annual or special meeting of shareholders of the Company, on an as-converted basis, in all cases subject to the Hard Cap. In addition, a majority of the voting power of the Series A Preferred Stock must approve
certain significant actions of the Company, including (i) declaring a dividend or otherwise redeeming or repurchasing any shares of common stock and other junior securities, if any, subject to certain exceptions, (ii) incurring indebtedness, except
for certain permitted indebtedness and (iii) creating a subsidiary other than a wholly-owned subsidiary.
Additional Provisions. The Series A Preferred Stock is perpetual and therefore does not have a maturity date. The conversion
price of the Series A Preferred Stock is subject to anti-dilution protections if the Company affects a stock split, stock dividend, subdivision, reclassification or combination of its common stock and certain other economically dilutive events.
Registration Rights Agreement. The Company also is a party to a Registration Rights Agreement (“RRA”) with
the investors of the Series A Preferred Stock. The RRA provides for unlimited demand registration rights, of which there can be two
underwritten offerings each for at least $5 million in gross proceeds, and piggyback registration rights, with respect to the Conversion
Shares. In addition, the RRA obligated the Company to register “for the shelf” the resale of the Conversion Shares through the filing of a registration statement to such effect (the “Resale Shelf Registration Statement”) and have such Resale Shelf
Registration Statement declared effective by the Securities and Exchange Commission (the “SEC”). The SEC declared the Resale Shelf Registration Statement effective on October 16, 2020.
Restricted Stock
The Company currently has three stock incentive plans:
a Long-Term Incentive Plan (the “LTIP”), a Non-Employee Directors Restricted Stock Plan (the “Non-Employee Directors Plan”) and the Lincoln Educational Services Corporation 2020 Incentive Compensation Plan (the “2020 Plan”).
2020 Plan
On March 26, 2020, the Board adopted the 2020 Plan to provide an incentive to certain directors, officers, employees and consultants of the Company to align their
interests in the Company’s success with those of its shareholders through the grant of equity-based awards. On June 16, 2020, the shareholders of the Company approved the 2020 Plan. The 2020 Plan is administered by the Compensation Committee of
the Board, or such other qualified committee appointed by the Board, who will, among other duties, have full power and authority to take all actions and to make all determinations required or provided for under the 2020 Plan. Pursuant to the 2020
Plan, the Company may grant options, share appreciation rights, restricted shares, restricted share units, incentive stock options and nonqualified stock options. The Plan has a duration of 10 years.
Subject to adjustment as described in the 2020 Plan, the aggregate number of common shares available for issuance under the 2020 Plan is 2,000,000 shares.
LTIP
Under the LTIP, certain employees have received awards of restricted shares of common stock based on service and performance. The number of shares
granted to each employee is based on the amount of the award and the fair market value of a share of common stock on the date of grant. The 2020 Plan makes it clear that there will be no new grants under the LTIP effective as of the date
of shareholder approval, June 16, 2020. The 2020 Plan also states that the shares available under the 2020 Plan will be two million
shares plus the number of shares remaining available under the LTIP. As no shares remain available under the LTIP there can be no additional grants under the LTIP. Grants under the LTIP remain in effect according to their terms. Therefore, those
grants are subject to the particular award agreement relating thereto and to the LTIP to the extent that the prior plan provides rules relating to those grants. The LTIP remains in effect only to that extent.
Non-Employee Directors Plan
Pursuant to the Non-Employee Directors Plan, each non-employee director of the Company receives an annual award of restricted shares of common stock on the date of the
Company’s annual meeting of shareholders. The number of shares granted to each non-employee director is based on the fair market value of a share of common stock on that date. The restricted shares vest on the first anniversary of the grant
date. There is no restriction on the right to vote or the right to receive dividends with respect to any of such restricted shares.
For the years ended December 31, 2021 and 2020, the Company completed a net share settlement for 154,973 and 75,115 restricted shares, respectively, on behalf of
certain employees that participate in the LTIP upon the vesting of the restricted shares pursuant to the terms of the LTIP. The net share settlement was in connection with income taxes incurred on restricted shares that vested and were transferred
to the employees during 2021 and/or 2020, creating taxable income for the employees. At the employees’ request, the Company will pay these taxes on behalf of the employees in exchange for the employees returning an equivalent value of restricted
shares to the Company. These transactions resulted in a decrease of $1.0 million and less than $0.2 million for each of the years ended December 31, 2021 and 2020, respectively, to equity on the consolidated balance sheets as the cash payment of the taxes effectively was
a repurchase of the restricted shares granted in previous years.
The following is a summary of transactions pertaining to restricted stock:
|
Shares
|
Weighted
Average Grant
Date Fair Value
Per Share
|
|||||||
|
Nonvested restricted stock outstanding at December 31, 2019
|
|
$
|
|
|||||
|
Granted
|
|
|
||||||
|
Cancelled
|
|
|
||||||
|
Vested
|
(
|
)
|
|
|||||
|
Nonvested restricted stock outstanding at December 31, 2020
|
|
|
||||||
|
Granted
|
|
|
||||||
|
Cancelled
|
|
|
||||||
|
Vested
|
(
|
)
|
|
|||||
|
Nonvested restricted stock outstanding at December 31, 2021
|
|
|
||||||
The restricted stock expense for the years ended December 31, 2021 and 2020 was $2.9 million and $1.7 million, respectively. The unrecognized restricted stock expense as of December
31, 2021 and 2020 was $4.4 million and $3.2
million, respectively. As of December 31, 2021, outstanding restricted shares under the LTIP had aggregate intrinsic value of $13.0
million.
Stock Options
The fair value of the stock options used to compute stock-based compensation is the estimated present value at the date of grant using the Black-Scholes option pricing
model. The following is a summary of transactions pertaining to stock options:
|
Shares
|
Weighted
Average
Exercise Price
Per Share
|
Weighted
Average
Remaining
Contractual
Term
|
Aggregate
Intrinsic
Value
|
||||||||||
|
Outstanding January 1, 2019
|
|
$
|
|
|
$
|
|
|||||||
|
Cancelled
|
(
|
)
|
|
|
|||||||||
|
Outstanding December 31, 2019
|
|
|
|
|
|||||||||
|
Cancelled
|
(
|
)
|
|
|
|||||||||
|
Outstanding December 31, 2020
|
|
|
|
|
|||||||||
|
Cancelled
|
|
|
|||||||||||
|
Outstanding December 31, 2021
|
|
|
|
|
|||||||||
|
Vested as of December 31, 2021
|
|
|
|
|
|||||||||
|
Exercisable as of December 31, 2021
|
|
|
|
|
|||||||||
As of December 31, 2021, there was no unrecognized pre-tax compensation
expense.
| 12. |
PENSION PLAN
|
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,
|
||||||||
|
2021
|
2020
|
|||||||
|
CHANGES IN BENEFIT OBLIGATIONS:
|
||||||||
|
Benefit obligation-beginning of year
|
$
|
|
$
|
|
||||
|
Service cost
|
|
|
||||||
|
Interest cost
|
|
|
||||||
|
Actuarial (gain) loss
|
(
|
)
|
|
|||||
|
Benefits paid
|
(
|
)
|
(
|
)
|
||||
|
Benefit obligation at end of year
|
|
|
||||||
|
CHANGE IN PLAN ASSETS:
|
||||||||
|
Fair value of plan assets-beginning of year
|
|
|
||||||
|
Actual return on plan assets
|
|
|
||||||
|
Benefits paid
|
(
|
)
|
(
|
)
|
||||
|
Fair value of plan assets-end of year
|
|
|
||||||
|
BENEFIT OBLIGATION IN EXCESS OF FAIR VALUE FUNDED STATUS:
|
$
|
(
|
)
|
$
|
(
|
)
|
||
For the year ended December 31, 2021, the actuarial gain of $1.0
million was due to the increase in the discount rate from 2.08 % to 2.50 %.
Amounts recognized in the consolidated balance sheets consist of:
|
At December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Noncurrent liabilities
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Amounts recognized in accumulated other comprehensive loss consist of:
|
Year Ended December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Accumulated loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
Deferred income taxes
|
|
|
||||||
|
Accumulated other comprehensive loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
The accumulated benefit obligation was $22.6 million and
$24.4 million at December 31, 2021 and 2020, respectively.
The following table provides the components of net periodic cost for the plan:
|
Year Ended December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
COMPONENTS OF NET PERIODIC BENEFIT COST
|
||||||||
|
Service cost
|
$
|
|
$
|
|
||||
|
Interest cost
|
|
|
||||||
|
Expected return on plan assets
|
(
|
)
|
(
|
)
|
||||
|
Recognized net actuarial loss
|
|
|
||||||
|
Net periodic benefit cost
|
$
|
|
$
|
|
||||
The estimated net loss and prior service cost for the plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the
next year is $0.5 million.
The following tables present plan assets using the fair value hierarchy as of December 31, 2021 and 2020. 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
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Fixed income
|
|
|
|
|
||||||||||||
|
International equities
|
|
|
|
|
||||||||||||
|
Real estate
|
|
|
|
|
||||||||||||
|
Cash and equivalents
|
|
|
|
|
||||||||||||
|
Balance at December 31, 2021
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Quoted Prices in
Active Markets
for Identical
Assets
|
Significant Other
Observable Inputs
|
Significant
Unobservable
Inputs
|
||||||||||||||
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
Total
|
|||||||||||||
|
Equity securities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Fixed income
|
|
|
|
|
||||||||||||
|
International equities
|
|
|
|
|
||||||||||||
|
Real estate
|
|
|
|
|
||||||||||||
|
Cash and equivalents
|
|
|
|
|
||||||||||||
|
Balance at December 31, 2020
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Fair value of total plan assets by major asset category as of December 31:
|
2021
|
2020
|
|||||||
|
Equity securities
|
|
%
|
|
%
|
||||
|
Fixed income
|
|
%
|
|
%
|
||||
|
International equities
|
|
%
|
|
%
|
||||
|
Real estate
|
|
%
|
|
%
|
||||
|
Cash and equivalents
|
|
%
|
|
%
|
||||
|
Total
|
|
%
|
|
%
|
||||
Weighted-average assumptions used to determine benefit obligations as of December 31:
|
2021
|
2020
|
|||||||
|
Discount rate
|
|
%
|
|
%
|
||||
|
Rate of compensation increase
|
|
%
|
|
%
|
||||
Weighted-average assumptions used to determine net periodic pension cost for years ended December 31:
|
2021
|
2020
|
|||||||
|
Discount rate
|
|
%
|
|
%
|
||||
|
Rate of compensation increase
|
|
%
|
|
%
|
||||
|
Long-term rate of return
|
|
%
|
|
%
|
||||
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 2022. 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
Information about the expected benefit payments for the plan is as follows:
|
Year Ending December 31,
|
||||
|
2022
|
$
|
|
||
|
2023
|
|
|||
|
2024
|
|
|||
|
2025
|
|
|||
|
2026
|
|
|||
|
Years 2027-2031
|
|
|||
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,
2021 and 2020, the Company’s expense for the 401(k) plan amounted to $0.7 million and $0.4 million, respectively.
| 13. |
INCOME TAXES
|
Components of the provision (benefit) for income taxes were as follows:
|
Year Ended December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Current:
|
||||||||
|
Federal
|
$
|
|
$
|
|
||||
|
State
|
|
|
||||||
|
Total
|
|
|
||||||
|
Deferred:
|
||||||||
|
Federal
|
|
(
|
)
|
|||||
|
State
|
|
(
|
)
|
|||||
|
Total
|
|
(
|
)
|
|||||
|
Total provision (benefit)
|
$
|
|
$
|
(
|
)
|
|||
Effective Tax rate
The reconciliation of the effective tax rate to the U.S. Statutory Federal Income tax rate was:
|
Year Ended December 31,
|
||||||||||||||||
|
2021
|
2020
|
|||||||||||||||
|
Income before taxes
|
$
|
|
$
|
|
||||||||||||
|
Expected tax
|
$
|
|
|
%
|
$
|
|
|
%
|
||||||||
|
State tax benefit (net of federal)
|
|
|
%
|
(
|
)
|
-
|
%
|
|||||||||
|
Valuation allowance
|
|
|
%
|
(
|
)
|
-
|
%
|
|||||||||
|
Other
|
(
|
)
|
-
|
%
|
|
|
%
|
|||||||||
|
Total
|
$
|
|
|
%
|
$
|
(
|
)
|
-
|
%
|
|||||||
Our
income tax provision for the year ended December 31, 2021 was $12.5 million compared to an income tax benefit of $35.1 million in the prior year. The tax benefit primarily related to a full release of our valuation allowance on deferred tax assets as of December
31, 2020.
Deferred Taxes and Valuation Allowance
The components of the non-current deferred tax assets (liabilities) were as follows:
|
At December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Gross noncurrent deferred tax assets (liabilities)
|
||||||||
|
Lease liability
|
$
|
|
$
|
|
||||
|
Depreciation
|
|
|
||||||
|
Allowance for bad debts
|
|
|
||||||
|
Net operating loss carryforwards
|
|
|
||||||
|
Stock-based compensation
|
|
|
||||||
|
Accrued benefits
|
|
|
||||||
|
Pension plan liabilities
|
|
|
||||||
|
Other intangibles
|
|
|
||||||
|
Goodwill
|
(
|
)
|
(
|
)
|
||||
|
Right-of-use asset
|
(
|
)
|
(
|
)
|
||||
|
Noncurrent deferred tax assets, net
|
|
|
|
|
||||
As of December 31, 2021, the Company has gross net operating losses (“NOL”) of $1.2 million and $37.6 million for federal and state tax purposes as of December 31, 2021 compared million for federal and state tax purposes, respectively. The federal NOLs can be carryforward indefinitely. While
some states follow federal NOL which can be carried forward indefinitely, majority of the state NOLs expires in 2033 and ending in 2037 if not utilized.
As of December 31, 2020, the Company has gross NOL of $43.1 million and $77.2 million for federal and state tax
purposes, respectively. The federal NOL of $29.1 million will expire in 2029 and ending in 2038. Remaining federal NOL of $14 million can be carryforward indefinitely.
While some states follow federal NOL which can be carried forward indefinitely, majority of the state NOLs expires in 2033 and ending in 2037 if not utilized.
The 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 shareholders or public groups.
| 14. |
FAIR VALUE
|
The carrying amount and estimated fair value of the Company’s financial instrument assets and liabilities, which are not measured at fair value on the Consolidated Balance Sheets, are
listed in the table below:
|
December 31, 2021
|
||||||||||||||||||||
|
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
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Prepaid expenses and other current assets
|
|
|
|
|
|
|||||||||||||||
|
Financial Liabilities:
|
||||||||||||||||||||
|
Accrued expenses
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Other short term liabilities
|
|
|
|
|
|
|||||||||||||||
|
December 31, 2020
|
||||||||||||||||||||
|
Carrying
|
Quoted Prices in
Active Markets
for Identical
Assets
|
Significant Other
Observable Inputs
|
Significant
Unobservable
Inputs
|
|||||||||||||||||
|
Amount
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
Total
|
||||||||||||||||
|
Financial Assets:
|
||||||||||||||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Prepaid expenses and other current assets
|
|
|
|
|
|
|||||||||||||||
|
Financial Liabilities:
|
||||||||||||||||||||
|
Accrued expenses
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Other short term liabilities
|
|
|
|
|
|
|||||||||||||||
|
Derivative qualifying as cash flow hedge
|
|
|
|
|
|
|||||||||||||||
|
Credit facility
|
|
|
|
|
|
|||||||||||||||
As of December 31, 2020, we estimated the fair value of the Credit Facility based on a present value analysis utilizing aggregate market yields obtained from independent pricing sources
for similar financial instruments.
The carrying amounts reported on the Consolidated Balance Sheets for Cash and cash equivalents approximate fair value because they are highly liquid.
The carrying amounts reported on the Consolidated Balance Sheets for Prepaid expenses and Other current assets, Accrued expenses and Other short term liabilities approximate fair value due
to the short-term nature of these items.
Qualifying Hedge Derivative
On November 14, 2019, the Company entered into an interest rate swap for the Term Loan with a notional amount of $20 million which was due to expire on December 1, 2024. On October 29, 2021 the Term Loan was repaid and the interest rate swap was paid in full.
The loan had a 10-year straight line amortization. A principal amount of $0.2 million was paid monthly. This interest rate swap converted the floating interest rate Term Loan to a fixed rate, plus a borrowing spread. The
interest rate was variable based on LIBOR plus 3.50 % and the Company’s fixed rate is 5.36 %. The Company designated this interest rate swap as a cash flow hedge to hedge exposure resulting from the interest rate risk. The purpose of the hedge was to reduce the
variability of the interest rate based on LIBOR. The Company managed this exposure within specified guidelines through the use of derivatives. All of our derivative instruments are utilized for risk management purposes, and the Company does not
use derivatives for speculative trading purposes.
The following summarizes the fair value of the outstanding derivative:
|
December 31, 2021
|
December 31, 2020
|
|||||||||||||||
|
Liability
|
Liability(1)
|
|||||||||||||||
|
Notional
|
Fair Value
|
Notional
|
Fair Value
|
|||||||||||||
|
Derivative derived as a hedging instrument:
|
||||||||||||||||
|
Interest Rate Swap
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
| (1) |
|
The following summarizes the financial statement classification and amount of interest expense recognized on hedging instruments:
|
Year Ended December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Interest expense
|
||||||||
|
Interest Rate Swap
|
$
|
|
$
|
|
||||
The following summarizes the effect of derivative instruments designated as hedging instruments in Other Comprehensive Income/(Loss):
|
Year Ended December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Derivative qualifying as cash flow hedge
|
||||||||
|
Interest rate swap loss
|
$
|
|
$
|
|
||||
| 15. |
SEGMENT REPORTING
|
We operate our business in two reportable operating segments: (a) the
Transportation and Skilled Trades segment; and (b) the Healthcare and Other Professions segment. Our reportable operating segments have been determined based on a method by which we now evaluate performance and allocate resources. Each reportable
operating 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).
The Company also utilizes the Transitional
segment on a limited basis solely when and if it closes a school.
We evaluate segment performance based on operating results. Adjustments to reconcile segment results to consolidated results are included under the caption “Corporate,” which primarily
includes unallocated corporate activity.
Summary financial information by reporting segment is as follows:
|
For the Year Ended December 31,
|
||||||||||||||||||||||||
|
Revenue
|
Operating Income (Loss)
|
|||||||||||||||||||||||
|
2021
|
% of
Total
|
2020
|
% of
Total
|
2021
|
2020
|
|||||||||||||||||||
|
Transportation and Skilled Trades
|
$
|
|
|
%
|
$
|
|
|
%
|
$
|
|
$
|
|
||||||||||||
|
Healthcare and Other Professions
|
|
|
%
|
|
|
%
|
|
|
||||||||||||||||
|
Corporate
|
|
|
%
|
|
|
%
|
(
|
)
|
(
|
)
|
||||||||||||||
|
Total
|
$
|
|
|
%
|
$
|
|
|
%
|
$
|
|
$
|
|
||||||||||||
|
Total Assets
|
||||||||
|
December 31, 2021
|
December 31, 2020
|
|||||||
|
Transportation and Skilled Trades
|
$
|
|
$
|
|
||||
|
Healthcare and Other Professions
|
|
|
||||||
|
Corporate
|
|
|
||||||
|
Total
|
$
|
|
$
|
|
||||
| 16. |
COMMITMENTS AND CONTINGENCIES
|
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.
Following a
wave of hundreds of class action lawsuits being served upon colleges and universities across the country by students in connection with transitioning from in-person to online classes due to COVID-19, a class action lawsuit, captioned John
Gaviria vs. Lincoln Educational Services Corporation, was filed against the Company in New Jersey Federal District Court and served on December 21, 2020. Like most of the other similar lawsuits across the country, the suit alleges breach of
contract, unjust enrichment and conversion. In lieu of an answer, on January 25, 2021, the Company filed a Motion to Dismiss Plaintiff’s Complaint for Failure to State a Claim. On July 9, 2021, the court granted the Company’s Motion to Dismiss
three of the four
claims finding that the ruling on the claim for student and technology fees was premature. In response to the Company’s Motion for Reconsideration as to the remaining claim, the court granted the Company’s Motion to Dismiss the lawsuit in its
entirety whereupon the Plaintiff filed an appeal to the Third Circuit Court. On January 27, 2022, counsel for the Plaintiff contacted the Company’s counsel to request a voluntary dismissal of the case and the Company agreed to and accepted the
dismissal with prejudice.
In December 2021, we received a letter from the Consumer Financial Protection Bureau (“CFPB”) stating that the CFPB is assessing whether we are subject to CFPB’s
supervisory authority based on our activities related to certain extensions of credit to our students and requesting certain information. The letter states that the CFPB has the authority to supervise certain entities in the private education loan
market and certain other consumer financial products and services. We have provided the requested information to the CFPB and are waiting for the CFPB to respond.
Student Financing Plans—At December 31, 2021, the Company had
outstanding net financing commitments to its students to assist them in financing their education of approximately $30.0 million, net of
interest.
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 $7.9 million at December 31, 2021.
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, 2021, the Company has posted surety bonds in the total amount of approximately $12.8
million.
| 17. |
COVID-19 PANDEMIC AND CARES ACT
|
The Company began seeing the impact of the global COVID-19 pandemic on its business
in early March 2020 and some effects of the pandemic have continued. The spread of COVID-19 has had an unprecedented impact on higher educational institutions across the country, including our schools, and has led to the closure of campuses and the
transition of academic programs from in-person instruction to online, remote learning and back. The impact for the Company has primarily related to transitioning classes from in-person, hands-on learning to online, remote learning which resulted
in, among other things, additional expenses. Further, related to this transition, some students were placed on leave of absence as they could not complete their externships and some students chose not to participate in online learning. As a
result, certain programs were extended due to restricted access to externship sites and classroom labs which did not have a material impact on our consolidated financial statements. In accordance with phased re-opening as applied on a
state-by-state basis, all of our schools have now re-opened and the majority of the students who were on leave of absence or had deferred their programs returned to school to finish their programs.
In response
to the COVID-19 pandemic, in 2020 the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law providing a $2 trillion federal economic relief package of financial assistance and other relief to individuals and
businesses impacted by the pandemic. Among other things, the CARES Act includes a $14 billion higher education emergency relief fund (“HEERF”) for the DOE to distribute directly to institutions of higher education. The DOE has allocated funds to each institution of higher education based on a
formula contained in the CARES Act. The formula is heavily weighted toward institutions with large numbers of Pell Grant recipients. The DOE allocated $27.4 million to our schools distributed in two equal installments and required them to be utilized
by April 30, 2021 and May 14, 2021, respectively. As of September 30, 2021, the Company had distributed the full $13.7 million of
its first installment as emergency grants to students and has utilized the full $13.7 million of its second installment. Proceeds
from the second installment for permitted expenses were primarily utilized to either offset original expenses incurred or to reduce student accounts receivable driving a decrease in bad debt expense, both uses resulted in a decrease in our
selling, general and administrative expenses. Institutions are required to use at least half of the HEERF funds for emergency grants to students for expenses related to disruptions in campus operations (e.g., food, housing, etc.). The law
requires institutions receiving funds to continue to the greatest extent practicable to pay its employees and contractors during the period of any disruptions or closures related to the COVID-19 emergency which the Company has done. The
Company was also permitted to defer payment of FICA payroll taxes through January 1, 2021 and did so but, pursuant to requirements of the deferment, repaid 50% of the deferred payments by January 3, 2022, and will need to repay the remaining
50% by January 3, 2023. As of December 31, 2021, the Company had deferred payments of $2.3 million included in accrued expenses in
the Consolidated Balance Sheet.
In December 2020, the Consolidated Appropriations Act, 2021 was enacted which included the Coronavirus Response and Relief Supplemental Appropriations Act, 2021 (“CRRSAA”).
CRRSAA provided an additional $81.9 billion to the Education Stabilization Fund including $22.7 billion for the HEERF, which were originally created by the CARES Act in March 2020. The higher education provisions of the CRRSAA are intended in part to provide
additional financial assistance benefitting students and their postsecondary institutions in the wake of the spread of COVID-19 across the country and its impact on higher educational institutions. In March 2021, the $1.9 trillion American
Rescue Plan Act of 2021 (“ARPA”) was signed into law. Among other things, the ARPA provides $40 billion in relief funds that will go directly to colleges and universities with $395.8 million going to for-profit institutions. The DOE has
allocated a total of $24.4 million to our schools from the funds made available under CRRSAA and ARPA. As of December 31, 2021, the
Company has drawn down and distributed to our students $14.8 million of these allocated funds. The remainder of the funds are on hold
by the DOE and will be distributed to the students upon release. Failure to comply with requirements for the usage and reporting of these funds could result in requirements to repay some or all of the allocated funds and in other
sanctions.
LINCOLN EDUCATIONAL SERVICES CORPORATION
Schedule II—Valuation and Qualifying Accounts
(in thousands)
|
Description
|
Balance at
Beginning of
Period
|
Charged to
Expense
|
Accounts
Written-off
|
Balance at
End of
Period
|
||||||||||||
|
Allowance accounts for the year ended:
|
||||||||||||||||
|
December 31, 2021
|
||||||||||||||||
|
Student receivable allowance
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||
|
December 31, 2020
|
||||||||||||||||
|
Student receivable allowance
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||
Exhibit 21.1
Subsidiaries of the Company
The following is a list of Lincoln Educational Services Corporation’s subsidiaries as of December 31, 2021:
|
Name
|
Jurisdiction
|
|
Lincoln Technical Institute, Inc. (wholly owned)
|
New Jersey
|
|
New England Acquisition LLC (wholly owned through Lincoln Technical Institute, Inc.)
|
Delaware
|
|
Nashville Acquisition, LLC (wholly owned through Lincoln Technical Institute, Inc.)
|
Delaware
|
|
Euphoria Acquisition, LLC (wholly owned through Lincoln Technical Institute, Inc.)
|
Delaware
|
|
LTI Holdings, LLC (wholly owned through Lincoln Technical Institute, Inc.)
|
Colorado
|
|
LCT Acquisition, LLC (wholly owned through Lincoln Technical Institute, Inc.)
|
Delaware
|
|
NN Acquisition, LLC (wholly owned through Lincoln Technical Institute, Inc.)
|
Delaware
|
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-248506, and 333-249352 on Form S-3 and 333-132749, 333-173880, 333-188240, and 333-239453 on
Form S-8 of our reports dated March 3, 2022, relating to the consolidated financial statements and financial statement schedule of Lincoln Educational Services Corporation and subsidiaries’, and the effectiveness Lincoln Educational Services
Corporation and subsidiaries’ internal control over financial reporting, appearing in this Annual Report on Form 10-K of Lincoln Educational Services Corporation, for the year ended December 31, 2021.
|
/s/ Deloitte & Touche LLP
|
|
Parsippany, New Jersey
|
|
March 3, 2022
|
EXHIBIT 31.1
CERTIFICATION
I, Scott Shaw, certify that:
| 1. |
I have reviewed this Annual Report on Form 10-K of Lincoln Educational Services Corporation;
|
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
| 4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s
disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s
internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
| 5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the
audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(e) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 3, 2022
|
|
|
/s/ Scott Shaw
|
|
|
Scott Shaw
|
|
|
Chief Executive Officer
|
|
EXHIBIT 31.2
CERTIFICATION
I, Brian Meyers, certify that:
| 1. |
I have reviewed this Annual Report on Form 10-K of Lincoln Educational Services Corporation;
|
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
| 4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
| (a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
| (b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
| (c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
|
| (d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
| 5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the
audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
| (a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial information; and
|
| (b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date: March 3, 2022
|
|
|
/s/ Brian Meyers
|
|
|
Brian Meyers
|
|
|
Chief Financial Officer
|
|
EXHIBIT 32
CERTIFICATION
Pursuant to 18 U.S.C. 1350 as adopted by
Section 906 of the Sarbanes-Oxley Act of 2002
Section 906 of the Sarbanes-Oxley Act of 2002
Each of the undersigned, Scott Shaw, Chief Executive Officer of Lincoln Educational Services Corporation (the “Company”), and Brian Meyers, Chief
Financial Officer of the Company, has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Report”).
Each of the undersigned hereby certifies that, to his respective knowledge:
1. The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents,
in all material respects, the financial condition and results of operations of the Company.
|
Date: March 3, 2022
|
|
|
/s/ Scott Shaw
|
|
|
Scott Shaw
|
|
|
Chief Executive Officer
|
|
|
/s/ Brian Meyers
|
|
|
Brian Meyers
|
|
|
Chief Financial Officer
|
Shares of common stock held by executive officers and directors and persons who own 5% or more of the outstanding common stock have been excluded since such persons may be
deemed affiliates. This determination of affiliate status is not a determination for any other purpose.