0001140361-22-018315 | 10-Q | XBRL Viewer | Lincoln Educational Services Corp

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2022	May 09, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Document Transition Report	false
Entity File Number	000-51371
Entity Registrant Name	LINCOLN EDUCATIONAL SERVICES CORP
Entity Central Index Key	0001286613
Entity Incorporation, State or Country Code	NJ
Entity Tax Identification Number	57-1150621
Entity Address, Address Line One	14 Sylvan Way, Suite A
Entity Address, City or Town	Parsippany
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07054
City Area Code	973
Local Phone Number	736-9340
Title of 12(b) Security	Common Stock, no par value per share
Trading Symbol	LINC
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		27,260,154

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash and cash equivalents	$ 65,599	$ 83,307
Accounts receivable, less allowance of $27,545 and $26,837 at March 31, 2022 and December 31, 2021, respectively	34,866	26,159
Inventories	2,640	2,721
Prepaid expenses and other current assets	5,364	4,881
Assets held for sale	4,559	4,559
Total current assets	113,028	121,627
PROPERTY, EQUIPMENT AND FACILITIES - At cost, net of accumulated depreciation and amortization of $150,597 and $153,335 at March 31, 2022 and December 31, 2021, respectively	23,447	23,119
OTHER ASSETS:
Noncurrent receivables, less allowance of $4,513 and $5,084 at March 31, 2022 and December 31, 2021, respectively	16,869	20,028
Deferred income taxes, net	23,644	23,708
Operating lease right-of-use assets	95,377	91,487
Goodwill	14,536	14,536
Other assets, net	787	794
Total other assets	151,213	150,553
TOTAL ASSETS	287,688	295,299
CURRENT LIABILITIES:
Unearned tuition	21,192	25,405
Accounts payable	13,083	12,297
Accrued expenses	9,291	15,669
Income taxes payable	221	1,017
Current portion of operating lease liabilities	11,228	11,479
Other short-term liabilities	32	15
Total current liabilities	55,047	65,882
NONCURRENT LIABILITIES:
Pension plan liabilities	1,509	1,607
Long-term portion of operating lease liabilities	90,547	86,410
Total liabilities	147,103	153,899
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, no par value - authorized: 100,000,000 shares at March 31, 2022 and December 31, 2021; issued and outstanding: 27,260,154 shares at March 31, 2022 and 27,000,687 shares at December 31, 2021	141,377	141,377
Additional paid-in capital	31,686	32,439
Treasury stock at cost - 5,910,541 shares at March 30, 2022 and December 31, 2021	(82,860)	(82,860)
Retained earnings	39,670	39,702
Accumulated other comprehensive loss	(1,270)	(1,240)
Total stockholders' equity	128,603	129,418
TOTAL LIABILITIES, SERIES A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY	287,688	295,299
Series A Convertible Preferred Stock [Member]
SERIES A CONVERTIBLE PREFERRED STOCK
Preferred stock, no par value - 10,000,000 shares authorized, Series A convertible preferred shares, 12,700 shares issued and outstanding at March 31, 2022 and December 31, 2021	$ 11,982	$ 11,982

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
CURRENT ASSETS:
Accounts receivable, allowance	$ 27,545	$ 26,837
PROPERTY, EQUIPMENT AND FACILITIES - accumulated depreciation and amortization	150,597	153,335
OTHER ASSETS:
Noncurrent receivables, allowance	$ 4,513	$ 5,084
STOCKHOLDERS' EQUITY:
Common stock, par value (in dollars per share)	$ 0	$ 0
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	27,260,154	27,000,687
Common stock, shares outstanding (in shares)	27,260,154	27,000,687
Treasury stock, shares (in shares)	5,910,541	5,910,541
Series A Convertible Preferred Stock [Member]
SERIES A CONVERTIBLE PREFERRED STOCK
Preferred stock, par value (in dollars per share)	$ 0	$ 0
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	12,700	12,700
Preferred stock, shares outstanding (in shares)	12,700	12,700

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract]
REVENUE	$ 82,554	$ 77,996
COSTS AND EXPENSES:
Educational services and facilities	36,196	32,344
Selling, general and administrative	46,684	39,633
Total costs & expenses	82,880	71,977
OPERATING (LOSS) INCOME	(326)	6,019
OTHER:
Interest expense	(43)	(285)
(LOSS) INCOME BEFORE INCOME TAXES	(369)	5,734
(BENEFIT) PROVISION FOR INCOME TAXES	(641)	1,245
NET INCOME	272	4,489
PREFERRED STOCK DIVIDENDS	304	304
(LOSS) INCOME AVAILABLE TO COMMON SHAREHOLDERS	$ (32)	$ 4,185
Basic
Net (loss) income per common share (in dollars per share)	$ 0.00	$ 0.13
Diluted
Net (loss) income per common share (in dollars per share)	$ 0.00	$ 0.13
Weighted average number of common shares outstanding:
Basic (in shares)	25,720,960	24,888,615
Diluted (in shares)	25,720,960	24,888,615

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME [Abstract]
Net income	$ 272	$ 4,489
Other comprehensive income (loss)
Derivative qualifying as a cash flow hedge, net of taxes (nil)	0	211
Employee pension plan adjustments, net of taxes (nil)	(30)	(134)
Comprehensive income	$ 242	$ 4,566

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Other comprehensive income (loss)
Derivative qualifying as a cash flow hedge, taxes	$ 0	$ 0
Employee pension plan adjustments, taxes	$ 0	$ 0

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Loss [Member]	Total	Preferred Stock [Member] Series A Convertible Preferred Stock [Member]
BALANCE at Dec. 31, 2020	$ 141,377	$ 30,512	$ (82,860)	$ 6,203	$ (4,165)	$ 91,067	$ 11,982
BALANCE (in shares) at Dec. 31, 2020	26,476,329						12,700
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	$ 0	0	0	4,489	0	4,489	$ 0
Preferred stock dividend	0	0	0	(304)	0	(304)
Employee pension plan adjustments	0	0	0	0	(134)	(134)	0
Derivative qualifying as cash flow hedge	0	0	0	0	211	211	0
Stock-based compensation expense
Restricted stock	$ 0	493	0	0	0	493	$ 0
Restricted stock (in shares)	574,614						0
Net share settlement for equity-based compensation	$ 0	(962)	0	0	0	(962)	$ 0
Net share settlement for equity-based compensation (in shares)	(154,973)						0
BALANCE at Mar. 31, 2021	$ 141,377	30,043	(82,860)	10,388	(4,088)	94,860	$ 11,982
BALANCE (in shares) at Mar. 31, 2021	26,895,970						12,700
BALANCE at Dec. 31, 2021	$ 141,377	32,439	(82,860)	39,702	(1,240)	129,418	$ 11,982
BALANCE (in shares) at Dec. 31, 2021	27,000,687						12,700
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	$ 0	0	0	272	0	272	$ 0
Preferred stock dividend	0	0	0	(304)	0	(304)	0
Employee pension plan adjustments	0	0	0	0	(30)	(30)	0
Derivative qualifying as cash flow hedge	0	0	0	0	0	0	0
Stock-based compensation expense
Restricted stock	$ 0	1,239	0	0	0	1,239	$ 0
Restricted stock (in shares)	528,121						0
Net share settlement for equity-based compensation	$ 0	(1,992)	0	0	0	(1,992)	$ 0
Net share settlement for equity-based compensation (in shares)	(268,654)						0
BALANCE at Mar. 31, 2022	$ 141,377	$ 31,686	$ (82,860)	$ 39,670	$ (1,270)	$ 128,603	$ 11,982
BALANCE (in shares) at Mar. 31, 2022	27,260,154						12,700

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 272	$ 4,489
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,528	1,901
Amortization of deferred finance charges	0	45
Deferred income taxes	64	1,245
Fixed asset donations	(119)	(29)
Provision for doubtful accounts	7,831	4,181
Stock-based compensation expense	1,239	493
(Increase) decrease in assets:
Accounts receivable	(13,379)	(5,371)
Inventories	81	(272)
Prepaid income taxes and income taxes payable	(796)	(55)
Prepaid expenses and current assets	(542)	(7,059)
Other assets, net	(31)	429
Increase (decrease) in liabilities:
Accounts payable	186	782
Accrued expenses	(6,378)	(5,979)
Unearned tuition	(4,213)	(3,213)
Other liabilities	(110)	114
Total adjustments	(14,639)	(12,788)
Net cash used in operating activities	(14,367)	(8,299)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(1,054)	(1,219)
Proceeds from sale of property and equipment	9	0
Net cash used in investing activities	(1,045)	(1,219)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on borrowings	0	(500)
Dividend payment for preferred stock	(304)	(304)
Net share settlement for equity-based compensation	(1,992)	(962)
Net cash used in financing activities	(2,296)	(1,766)
NET DECREASE IN CASH AND CASH EQUIVALENTS	(17,708)	(11,284)
CASH AND CASH EQUIVALENTS-Beginning of period	83,307	38,026
CASH AND CASH EQUIVALENTS-End of period	65,599	26,742
Cash paid for:
Interest	104	331
Income taxes	91	0
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Liabilities accrued for or noncash additions of fixed assets	$ 813	$ 1,329

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.	DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Business Activities— Lincoln Educational Services Corporation and its subsidiaries (collectively, the “Company”, “we”, “our” and “us”, as applicable) provide diversified career-oriented post-secondary education to recent high school graduates and working adults. The Company, which currently operates 22 schools in 14 states, offers programs in automotive technology, skilled trades (which include HVAC, welding and computerized numerical control and electronic systems technology, among other programs), healthcare services (which include nursing, dental assistant and medical administrative assistant, among other programs), hospitality services (which include culinary, therapeutic massage, cosmetology and aesthetics) and information technology. The schools operate under Lincoln Technical Institute, Lincoln College of Technology, Lincoln Culinary Institute, and Euphoria Institute of Beauty Arts and Sciences and associated brand names. Most of the campuses serve major metropolitan markets and each typically offers courses in multiple areas of study. Five of the campuses are destination schools, which attract students from across the United States and, in some cases, from abroad. The Company’s other campuses primarily attract students from their local communities and surrounding areas. All of the campuses are nationally or regionally accredited and are eligible to participate in federal financial aid programs by the U.S. Department of Education (the “DOE” or the “Department”) and applicable state education agencies and accrediting commissions which allow students to apply for and access federal student loans as well as other forms of financial aid.

The Company’s business is organized into two reportable business segments: (a) Transportation and Skilled Trades, and (b) Healthcare and Other Professions (“HOPS”).

Liquidity—As of March 31, 2022, the Company had cash and cash equivalents of $65.6 million compared to $83.3 million at December 31, 2021. The decrease in cash position from year end was the result of several factors including the seasonality of our business and a decrease in accrued expenses driven by the payment of incentive compensation.

Basis of Presentation – The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements. Certain information and footnote disclosures normally included in annual financial statements have been omitted or condensed pursuant to such regulations. These financial statements, which should be read in conjunction with the December 31, 2021 audited consolidated financial statements and notes thereto and related disclosures of the Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (“Form 10-K”), reflect all adjustments, consisting of normal recurring adjustments necessary to present fairly the consolidated financial position, results of operations and cash flows for such periods. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2022.

The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Use of Estimates in the Preparation of Financial Statements – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. On an ongoing basis, the Company evaluates the estimates and assumptions, including those used to determine the incremental borrowing rate to calculate lease liabilities and right-of-use (“ROU”) assets, lease term to calculate lease cost, revenue recognition, bad debts, impairments, useful lives of fixed assets, income taxes, benefit plans and certain accruals. Actual results could differ from those estimates.

New Accounting Pronouncements – In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”. This amendment introduces the requirement for an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with the requirements of FASB Accounting Standards Codification (“ASC”) “Topic 606, Revenue from Contracts with Customers”, rather than at fair value. The Company is currently assessing the impact that this ASU will have on its condensed consolidated financial statements and related disclosures.

In March 2020, the FASB issued 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 has evaluated the ASU and has determined that there is no impact on its condensed consolidated financial statements and related disclosures.

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 condensed 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 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 condensed consolidated financial statements and related disclosures.

Income Taxes – The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes” (“ASC 740”). This statement requires an asset and a liability approach for measuring deferred taxes based on temporary differences between the financial statement and tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for years in which taxes are expected to be paid or recovered.

In accordance with ASC 740, the Company assesses our deferred tax asset to determine whether all or any portion of the asset is more likely than not unrealizable. A valuation allowance is required to be established or maintained when, based on currently available information, it is more likely than not that all or a portion of a deferred tax asset will not be realized. In accordance with ASC 740, our assessment considers whether there has been sufficient income in recent years and whether sufficient income is expected in future years in order to utilize the deferred tax asset. In evaluating the realizability of deferred income tax assets, the Company considers, among other things, historical levels of income, expected future income, the expected timing of the reversals of existing temporary reporting differences, and the expected impact of tax planning strategies that may be implemented to prevent the potential loss of future income tax benefits. Significant judgment is required in determining the future tax consequences of events that have been recognized in our consolidated financial statements and/or tax returns. Differences between anticipated and actual outcomes of these future tax consequences could have a material impact on the Company’s consolidated financial position or results of operations. Changes in, among other things, income tax legislation, statutory income tax rates, or future income levels could materially impact the Company’s valuation of income tax assets and liabilities and could cause our income tax provision to vary significantly among financial reporting periods.

During the three months ended March 31, 2022 and 2021, the Company did not recognize any interest and penalties expense associated with uncertain tax positions.

Derivative Instruments—The Company records the fair value of derivative instruments as either assets or liabilities on the condensed consolidated 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.

NET (LOSS) INCOME PER COMMON SHARE

3 Months Ended

Mar. 31, 2022

NET (LOSS) INCOME PER COMMON SHARE [Abstract]

NET (LOSS) INCOME PER COMMON SHARE

2.	NET (LOSS) INCOME PER COMMON SHARE

The Company presents basic and diluted (loss) 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 (loss) income per common share. Under the two-class method, net (loss) income is reduced by the amount of dividends declared in the period for each class of common stock and participating security. The remaining undistributed (loss) 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 (loss) 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 Series A 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 (loss) income per common share has been computed by dividing net (loss) income allocated to common shareholders by the weighted-average number of common shares outstanding. The basic and diluted net income amounts are the same for the three months ended March 31, 2022 and 2021 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 (loss) income per share computations for the periods presented below:

	Three Months Ended March 31,
(in thousands, except share data)	2022			2021
Numerator:
Net income	$	272		$	4,489
Less: preferred stock dividend		(304	)		(304	)
Less: allocation to preferred stockholders		(5	)		(699	)
Less: allocation to restricted stockholders		(2	)		(252	)
Net (loss) income allocated to common stockholders	$	(39	)	$	3,234

Basic (loss) income per share:
Denominator:
Weighted average common shares outstanding		25,720,960			24,888,615
Basic (loss) income per share	$	(0.00	)	$	0.13

Diluted (loss) income per share:
Denominator:
Weighted average number of:
Common shares outstanding		25,720,960			24,888,615
Dilutive potential common shares outstanding:
Series A Preferred Stock		-			-
Unvested restricted stock		-			-
Dilutive shares outstanding		25,720,960			24,888,615
Diluted (loss) income per share	$	(0.00	)	$	0.13

The following table summarizes the potential weighted average shares of common stock that were excluded from the determination of our diluted shares outstanding as they were anti-dilutive:

	Three Months Ended March 31,
(in thousands, except share data)	2022		2021
Series A Preferred Stock		5,381,356		5,381,356
Unvested restricted stock		439,208		697,458
		5,820,564		6,078,814

REVENUE RECOGNITION

3 Months Ended

Mar. 31, 2022

REVENUE RECOGNITION [Abstract]

REVENUE RECOGNITION

3.	REVENUE RECOGNITION

Substantially all of our revenues are considered to be revenues from our contracts with students. The related accounts receivable balances are recorded in our condensed consolidated balance sheets as student accounts receivable. We do not have significant revenue recognized from performance obligations that were satisfied in prior periods, and we do not have any transaction price allocated to unsatisfied performance obligations other than in our unearned tuition. We record revenue for students who withdraw from our schools only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Unearned tuition represents contract liabilities primarily related to our tuition revenue. We have elected not to provide disclosure about transaction prices allocated to unsatisfied performance obligations if original contract durations are less than one-year, or if we have the right to consideration from a student in an amount that corresponds directly with the value provided to the student for performance obligations completed to date in accordance with ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”. 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 $21.2 million and $25.4 million is recorded in the current liabilities section of the accompanying condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021, respectively. The change in this contract liability balance during the three-month period ended March 31, 2022 is the result of payments received in advance of satisfying performance obligations, offset by revenue recognized during that period. Revenue recognized for the three-month period ended March 31, 2022 that was included in the contract liability balance at the beginning of the year was $21.8 million.

The following table depicts the timing of revenue recognition:

	Three months ended March 31, 2022
	Transportation and Skilled Trades Segment		Healthcare and Other Professions Segment		Consolidated
Timing of Revenue Recognition
Services transferred at a point in time	$	3,410	$	1,379	$	4,789
Services transferred over time		55,374		22,391		77,765
Total revenues	$	58,784	$	23,770	$	82,554

	Three months ended March 31, 2021
	Transportation and Skilled Trades Segment		Healthcare and Other Professions Segment		Consolidated
Timing of Revenue Recognition
Services transferred at a point in time	$	3,520	$	1,333	$	4,853
Services transferred over time		52,150		20,993		73,143
Total revenues	$	55,670	$	22,326	$	77,996

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

LEASES

3 Months Ended

Mar. 31, 2022

LEASES [Abstract]

LEASES

The Company determines if an arrangement is a lease at inception. The Company considers any contract where there is an identified asset as to which the Company has the right to control its use 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 commencement 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.

See Note 13 which discusses the sale leaseback transaction relating to the Company’s Denver and Grand Prairie campuses which closed on October 29, 2021.

Our operating lease cost for the three months ended March 31, 2022 and 2021 was $4.7 million and $3.7 million, respectively. Our variable lease cost for the three months ended March 31, 2022 and 2021 was less than $0.1 million. The net change in ROU asset and operating lease liability is included in other assets in the condensed consolidated cash flows for the three months ended March 31, 2022 and 2021.

Supplemental cash flow information and non-cash activity related to our operating leases are as follows:

	Three Months Ended March 31,
	2022		2021
Operating cash flow information:
Cash paid for amounts included in the measurement of operating lease liabilities	$	4,654	$	3,208
Non-cash activity:
Lease liabilities arising from obtaining right-of-use assets	$	6,644	$	50

As of March 31, 2022, there were no new leases and 1 lease modification that resulted in noncash re-measurement of the related ROU asset and operating lease liability of $6.6 million relating to one of our campuses.

Weighted-average remaining lease term and discount rate for our operating leases is as follows:

	As of March 31,
	2022			2021
Weighted-average remaining lease term	11.43 years			5.96 years
Weighted-average discount rate		7.42	%		11.27	%

Maturities of lease liabilities by fiscal year for our operating leases as of March 31, 2022 are as follows:

Year ending December 31,
2022 (excluding the three months ended March 31, 2022)	$	13,764
2023		18,199
2024		15,855
2025		13,901
2026		11,448
2027		8,535
Thereafter		61,215
Total lease payments		142,917
Less: imputed interest		(41,142	)
Present value of lease liabilities	$	101,775

GOODWILL AND LONG-LIVED ASSETS

3 Months Ended

Mar. 31, 2022

GOODWILL [Abstract]

GOODWILL AND LONG-LIVED ASSETS

5.	GOODWILL AND 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. During the three months ended March 31, 2022 and 2021 there were no long-lived asset impairments.

On December 31, 2021, as a result of impairment testing it was determined that 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. The 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.

The carrying amount of goodwill at March 31, 2022 and 2021 is as follows:

	Gross Goodwill Balance		Accumulated Impairment Losses			Net Goodwill Balance
Balance as of January 1, 2022	$	117,176	$	(102,640	)	$	14,536
Adjustments		-		-			-
Balance as of March 31, 2022	$	117,176	$	(102,640	)	$	14,536

	Gross Goodwill Balance		Accumulated Impairment Losses			Net Goodwill Balance
Balance as of January 1, 2021	$	117,176	$	(102,640	)	$	14,536
Adjustments		-		-			-
Balance as of March 31, 2021	$	117,176	$	(102,640	)	$	14,536

As of each of March 31, 2022 and 2021, the goodwill balance of $14.5 million is related to the Transportation and Skilled Trades segment.

LONG-TERM DEBT

3 Months Ended

Mar. 31, 2022

LONG-TERM DEBT [Abstract]

LONG-TERM DEBT

6.	LONG-TERM DEBT

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 is payable monthly in arrears with the Term Loan and the Delayed Draw Term Loan bearing interest at a floating interest rate based on the then one-month London Interbank Offered Rate (“LIBOR”) plus 3.50% and subject to a LIBOR interest rate floor of 0.25% if there is no swap agreement. Revolving Loans bear interest at a floating interest rate based on the then LIBOR plus an indicative spread determined by the Company’s leverage as defined in the Credit Agreement or, if the borrowing of a Revolving Loan is to be repaid within 30 days of such borrowing, the Revolving Loan will accrue interest at the Lender’s prime rate plus 0.50% with a floor of 4.0%. 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. The Credit Agreement also limited the payment of cash dividends during the first twenty-four months of the agreement to $1.7 million but an amendment to the Credit Agreement entered into on November 10, 2020 raised the cash dividend limit to $2.3 million in such twenty-four-month period to increase the amount of permitted cash dividends that the Company can pay on its Series A Preferred Stock.

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 entering 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 with its lender. The Consent Agreement provides the Lender’s consent to the Property Transactions and waives certain covenants in the Credit Agreement, subject to certain specified conditions. 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 on the Term Loan and any swap obligations arising from any swap transaction. Upon the consummation of the Property Transaction on October 29, 2021 the Company paid the Lender approximately $16.7 million in repayment of the Term Loan and the swap termination fee and no further borrowings may be made under the Term Loan or the Delayed Draw Term Loan.

As of March 31, 2022, and December 31, 2021, the Company had zero debt outstanding under the Credit Facility for both periods and was in compliance with all debt covenants. As of March 31, 2022, and December 31, 2021, letters of credit in the aggregate outstanding principal amount of $4.0 million and $4.0 million, respectively, were outstanding under the Credit Facility.

STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2022

STOCKHOLDERS' EQUITY [Abstract]

STOCKHOLDERS' EQUITY

7.	STOCKHOLDERS’ EQUITY

Common Stock

Holders of our common stock are entitled to receive dividends when and as declared by our Board of Directors and have the right to one vote per share on all matters requiring shareholder approval. The Company has not declared or paid any cash dividends on our common stock since the Company’s Board of Directors discontinued our quarterly cash dividend program in February 2015. The Company has no current intentions to resume the payment of cash dividends to holders of common stock in the foreseeable future.

Preferred Stock

On November 14, 2019, the Company raised gross proceeds of $12.7 million from the sale of 12,700 shares of its newly designated Series A Convertible Preferred Stock, no par value per share (the “Series A Preferred Stock”). The Series A Preferred Stock was designated by the Company’s Board of Directors pursuant to a certificate of amendment to the Company’s amended and restated certificate of incorporation (the “Charter Amendment”). The liquidation preference associated with the Series A Preferred Stock was $1,000 per share at December 31, 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:

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, the “Juniper Purchasers”) and Talanta Investment, Inc. (“Talanta,” together with the Juniper Purchasers, the “Investors”). Among other things, the SPA includes covenants relating to the appointment of a director to the Company’s Board of Directors to be selected solely by the holders of the Series A Preferred Stock.

Dividends. Dividends on the Series A Preferred Stock (“Series A Dividends”), at the initial annual rate of 9.6% is to be paid, in arrears, from the date of issuance quarterly on each December 31, March 31, June 30 and September 30 with September 30, 2020 being the first dividend payment date. The Company, at its option, may pay dividends either (a) in cash or (b) by increasing the number of Conversion Shares by the dollar amount of the dividend divided by the Conversion Price. The dividend rate is subject to increase (a) 2.4% per annum on the fifth anniversary of the issuance of the Series A Preferred Stock and (b) by 2% per annum but in no event above 14% per annum should the Company fail to perform certain obligations under the Charter Amendment. The Series A Preferred Stock is not currently redeemable and may not become redeemable in the future. As a result, the Company is not required to re-measure the Series A Preferred Stock and does not accrete changes in the redemption value. For the three months ended March 31, 2022, and the year ended December 31, 2021, we paid $0.3 million and $1.2 million, respectively, in cash dividends on the outstanding shares of Series A Preferred Stock rather than increasing the number of Conversion Shares. Dividends are included in the condensed consolidated balance sheets within additional paid-in-capital when the Company maintains an accumulated deficit.

Holders of Series A Preferred Stock Right to Convert into Common Stock. Each share of Series A Preferred Stock, at any time, is convertible into a number of shares of common stock equal to (i) the sum of (A) $1,000 (subject to adjustment as provided in the Charter Amendment) plus (B) the dollar amount of any declared Series A Dividends not paid in cash divided by (ii) the Conversion Price ($2.36 per share subject to anti-dilution adjustments) as of the applicable Conversion Date (as defined in the Charter Amendment). At all times, however, the number of Conversion Shares that can be issued to any holder of Series A Preferred Stock may not result in such holder and its affiliates owning more than 19.99% of the total number of shares of common stock outstanding after giving effect to the conversion (the “Hard Cap”), unless prior shareholder approval is obtained or no longer required by the rules of the principal stock exchange on which the Company’s common stock trades.

Mandatory Conversion. If, at any time following November 14, 2022, the volume weighted average price of the Company’s common stock equals or exceeds 2.25 times the Conversion Price (currently $5.31 per share) for a period of 20 consecutive trading days and during this period the average trading volume exceeds 20,000 shares of common stock, 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 condensed 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 are entitled to vote with the holders of shares of common stock and not as a separate class, at any annual or special meeting of shareholders of the Company, on an as-converted basis, in all cases subject to the Hard Cap. In addition, a majority of the voting power of the Series A Preferred Stock must approve certain significant actions of the Company, including (i) declaring a dividend or otherwise redeeming or repurchasing any shares of common stock and other junior securities, if any, subject to certain exceptions, (ii) incurring indebtedness, except for certain permitted indebtedness and (iii) creating a subsidiary other than a wholly-owned subsidiary.

Additional Provisions. The Series A Preferred Stock is perpetual and, therefore, does not have a maturity date. The conversion price of the Series A Preferred Stock is subject to anti-dilution protections if the Company affects a stock split, stock dividend, subdivision, reclassification or combination of its common stock and certain other economically dilutive events.

Registration Rights Agreement. The Company also is a party to a Registration Rights Agreement (“RRA”) with the holders of the Series A Preferred Stock. The RRA provides for unlimited demand registration rights, of which there can be two underwritten offerings each for at least $5 million in gross proceeds, and piggyback registration rights, with respect to the Conversion Shares. In addition, the RRA obligated the Company to register “for the shelf” the resale of the Conversion Shares through the filing of a registration statement to such effect (the “Resale Shelf Registration Statement”) and have such Resale Shelf Registration Statement declared effective by the Securities and Exchange Commission (the “SEC”). The SEC declared the Resale Shelf Registration Statement effective on October 16, 2020.

Restricted Stock

The Company currently 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 was 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 three months ended March 31, 2022 and 2021, the Company completed a net share settlement for 268,654 and 154,973 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 has paid 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 $2.0 million and less than $1.0 million for each of the three months ended March 31, 2022 and 2021, respectively, to equity on the condensed consolidated balance sheets as the cash payment of the taxes effectively was a repurchase of the restricted shares granted in previous years.

The following is a summary of transactions pertaining to restricted stock:

	Shares			Weighted Average Grant Date Fair Value Per Share
Nonvested restricted stock outstanding at December 31, 2021		1,743,846		$	3.89
Granted		528,121			7.29
Canceled		-			-
Vested		(728,776	)		3.91

Nonvested restricted stock outstanding at March 31, 2022		1,543,191			5.19

The restricted stock expense for the three months ended March 31, 2022 and 2021 was $1.2 million and $0.5 million, respectively. The unrecognized restricted stock expense as of March 31, 2022 and December 31, 2021 was $8.0 million and $4.4 million, respectively. As of March 31, 2022, outstanding restricted shares under the Prior Plan had aggregate intrinsic value of $11.0 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 (in thousands)
Outstanding at December 31, 2021		81,000		$	7.79		0.17	$	-
Granted/Vested		-			-		-		-
Canceled		(81,000	)		7.79		-		-

Outstanding at March 31, 2022		-			-		-		-

Vested as of March 31, 2022		-			-		-		-

Exercisable as of March 31, 2022		-			-		-		-

As of March 31, 2022, there was no unrecognized pre-tax compensation expense.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

INCOME TAXES

3 Months Ended

Mar. 31, 2022

INCOME TAXES [Abstract]

INCOME TAXES

8.	INCOME TAXES

The benefit for income taxes for the three months ended March 31, 2022 was $0.6 million, or 173.7% of pretax loss compared to a provision for income taxes for the three months ended March 31, 2021 of $1.2 million, or 21.7% of pretax income. The benefit for the three months ended March 31, 2022 was due primarily to a pre-tax book loss and a discrete item relating to restricted stock vesting, while the provision in the prior year was due to the release of the valuation allowance as of December 31, 2020. The effective tax rate for the three months ending March 31, 2022 was 28.2%.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2022

COMMITMENTS AND CONTINGENCIES [Abstract]

COMMITMENTS AND CONTINGENCIES

9.	COMMITMENTS AND CONTINGENCIES

In the ordinary conduct of its business, the Company is subject to certain lawsuits, investigations and claims, including, but not limited to, claims involving students or graduates and routine employment matters. Although the Company cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against it, the Company does not believe that any currently pending legal proceedings to which it is a party will have a material adverse effect on the Company’s business, financial condition, and results of operations or cash flows.

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.

SEGMENTS

3 Months Ended

Mar. 31, 2022

SEGMENTS [Abstract]

SEGMENTS

10.

SEGMENTS

We operate our business in two reportable segments: (a) the Transportation and Skilled Trades segment; and (b) the Healthcare and Other Professions segment. Our reportable segments have been determined based on a method by which we now evaluate performance and allocate resources. Each reportable segment represents a group of post-secondary education providers that offer a variety of degree and non-degree academic programs. These segments are organized by key market segments to enhance operational alignment within each segment to more effectively execute our strategic plan. Each of the Company’s schools is a reporting unit and an operating segment. Our operating segments are described below.

Transportation and Skilled Trades – The Transportation and Skilled Trades segment offers academic programs mainly in the career-oriented disciplines of transportation and skilled trades (e.g. automotive, diesel, HVAC, welding and manufacturing).

Healthcare and Other Professions – The Healthcare and Other Professions segment offers academic programs in the career-oriented disciplines of health sciences, hospitality and business and information technology (e.g. dental assistant, medical assistant, practical nursing, culinary arts and cosmetology).

The Company also utilizes the Transitional segment on a limited basis solely when and if it closes a school.

We evaluate segment performance based on operating results. Adjustments to reconcile segment results to consolidated results are included under the caption “Corporate,” which primarily includes unallocated corporate activity.

Summary financial information by reporting segment is as follows:

	For the Three Months Ended March 31,
	Revenue										Operating (loss) income
	2022		% of Total			2021		% of Total			2022			2021
Transportation and Skilled Trades	$	58,784		71.2	%	$	55,670		71.4	%	$	7,245		$	12,324
Healthcare and Other Professions		23,770		28.8	%		22,326		28.6	%		1,307			2,949
Corporate		-					-					(8,878	)		(9,254	)
Total	$	82,554		100.0	%	$	77,996		100.0	%	$	(326	)	$	6,019

	Total Assets
	March 31, 2022		December 31, 2021
Transportation and Skilled Trades	$	153,616	$	156,531
Healthcare and Other Professions		36,981		33,959
Corporate		97,091		104,809
Total	$	287,688	$	295,299

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

FAIR VALUE

3 Months Ended

Mar. 31, 2022

FAIR VALUE [Abstract]

FAIR VALUE

11.	FAIR VALUE

The accounting framework for determining fair value includes a hierarchy for ranking the quality and reliability of the information used to measure fair value, which enables the reader of the financial statements to assess the inputs used to develop those measurements. The fair value hierarchy consists of three tiers:

Level 1: Defined as quoted market prices in active markets for identical assets or liabilities.

Level 2: Defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, model-based valuation techniques for which all significant assumptions are observable in the market or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Defined as unobservable inputs that are not corroborated by market data.

The carrying amounts reported on the condensed consolidated balance sheet for Cash and cash equivalents approximate fair value because they are highly liquid.

The carrying amounts reported on the condensed consolidated balance sheet for Prepaid expenses and other current assets, Accrued expenses and Other short-term liabilities approximate fair value due to the short-term nature of these items.

Qualifying Hedge Derivative

On November 14, 2019, in connection with its Credit Facility, the Company entered into an interest rate swap for the Term Loan with a notional amount of $20 million which expires on December 1, 2024. 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 financial statement classification and amount of interest expense recognized on hedging instruments:

	Three Months Ended
	March 31,
	2022		2021
Interest Expense
Interest Rate Swap	$	-	$	100

The following summarizes the effect of derivative instruments designated as hedging instruments in Other Comprehensive Income:

	Three Months Ended
	March 31,
	2022		2021
Derivative qualifying as cash flow hedge
Interest rate swap income	$	-	$	211

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

COVID-19 PANDEMIC AND CARES ACT

3 Months Ended

Mar. 31, 2022

COVID-19 PANDEMIC AND CARES ACT [Abstract]

COVID-19 PANDEMIC AND CARES ACT

12.	COVID-19 PANDEMIC AND CARES ACT

The Company began seeing the impact of the global COVID-19 pandemic on its business in early March 2020 and some effects of the pandemic have continued. The spread of COVID-19 has had an unprecedented impact on higher educational institutions across the country, including our schools, and has led to the closure of campuses and the transition of academic programs from in-person instruction to online, remote learning and back. The impact for the Company 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 March 31, 2022, the Company had deferred payments of $2.3 million included in accrued expenses in the condensed 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 March 31, 2022, 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.

PROPERTY SALE AGREEMENTS

3 Months Ended

Mar. 31, 2022

PROPERTY SALE AGREEMENTS [Abstract]

PROPERTY SALE AGREEMENTS

13.	Property Sale Agreements

Property Sale Agreement - Nashville, Tennessee Campus

On September 24, 2021, Nashville Acquisition, LLC, a subsidiary of the Company (“Nashville Acquisition”), entered into a Contract for the Purchase of Real Estate (the “Nashville Contract”) to sell the property located at 524 Gallatin Road, Nashville, Tennessee, at which the Company operates its Nashville campus, to SLC Development, LLC, a subsidiary of Southern Land Company (“SLC”), for an aggregate sale price of $34.5 million, subject to customary adjustments at closing. The Company intends to relocate its Nashville campus to a more efficient and technologically advanced facility in the Nashville metropolitan area but has not yet determined a location.

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 leaseback period of 12 months, and, thereafter, will have the option to extend the leaseback period for one 90-day term and three additional 30-day terms pursuant to a lease agreement currently being negotiated by the parties. The parties have since agreed to an extension of the date of the due diligence period through July 2022 and the closing of the transaction is expected to occur in the third quarter of 2022. The Nashville property is included in assets held for sale in the condensed consolidated balance sheet as of March 31, 2022.

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 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. At the consummation of the 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 also recorded ROU Asset and lease liabilities of $40.1 million. The sale leaseback 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.

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Policies)	3 Months Ended
	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Business Activities	Business Activities— Lincoln Educational Services Corporation and its subsidiaries (collectively, the “Company”, “we”, “our” and “us”, as applicable) provide diversified career-oriented post-secondary education to recent high school graduates and working adults. The Company, which currently operates 22 schools in 14 states, offers programs in automotive technology, skilled trades (which include HVAC, welding and computerized numerical control and electronic systems technology, among other programs), healthcare services (which include nursing, dental assistant and medical administrative assistant, among other programs), hospitality services (which include culinary, therapeutic massage, cosmetology and aesthetics) and information technology. The schools operate under Lincoln Technical Institute, Lincoln College of Technology, Lincoln Culinary Institute, and Euphoria Institute of Beauty Arts and Sciences and associated brand names. Most of the campuses serve major metropolitan markets and each typically offers courses in multiple areas of study. Five of the campuses are destination schools, which attract students from across the United States and, in some cases, from abroad. The Company’s other campuses primarily attract students from their local communities and surrounding areas. All of the campuses are nationally or regionally accredited and are eligible to participate in federal financial aid programs by the U.S. Department of Education (the “DOE” or the “Department”) and applicable state education agencies and accrediting commissions which allow students to apply for and access federal student loans as well as other forms of financial aid. The Company’s business is organized into two reportable business segments: (a) Transportation and Skilled Trades, and (b) Healthcare and Other Professions (“HOPS”).
Liquidity	Liquidity—As of March 31, 2022, the Company had cash and cash equivalents of $65.6 million compared to $83.3 million at December 31, 2021. The decrease in cash position from year end was the result of several factors including the seasonality of our business and a decrease in accrued expenses driven by the payment of incentive compensation.
Basis of Presentation	Basis of Presentation – The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements. Certain information and footnote disclosures normally included in annual financial statements have been omitted or condensed pursuant to such regulations. These financial statements, which should be read in conjunction with the December 31, 2021 audited consolidated financial statements and notes thereto and related disclosures of the Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (“Form 10-K”), reflect all adjustments, consisting of normal recurring adjustments necessary to present fairly the consolidated financial position, results of operations and cash flows for such periods. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2022. The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated.
Use of Estimates in the Preparation of Financial Statements	Use of Estimates in the Preparation of Financial Statements – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. On an ongoing basis, the Company evaluates the estimates and assumptions, including those used to determine the incremental borrowing rate to calculate lease liabilities and right-of-use (“ROU”) assets, lease term to calculate lease cost, revenue recognition, bad debts, impairments, useful lives of fixed assets, income taxes, benefit plans and certain accruals. Actual results could differ from those estimates.
New Accounting Pronouncements	New Accounting Pronouncements – In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”. This amendment introduces the requirement for an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with the requirements of FASB Accounting Standards Codification (“ASC”) “Topic 606, Revenue from Contracts with Customers”, rather than at fair value. The Company is currently assessing the impact that this ASU will have on its condensed consolidated financial statements and related disclosures. In March 2020, the FASB issued 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 has evaluated the ASU and has determined that there is no impact on its condensed consolidated financial statements and related disclosures. 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 condensed 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 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 condensed consolidated financial statements and related disclosures.
Income Taxes	Income Taxes – The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes” (“ASC 740”). This statement requires an asset and a liability approach for measuring deferred taxes based on temporary differences between the financial statement and tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for years in which taxes are expected to be paid or recovered. In accordance with ASC 740, the Company assesses our deferred tax asset to determine whether all or any portion of the asset is more likely than not unrealizable. A valuation allowance is required to be established or maintained when, based on currently available information, it is more likely than not that all or a portion of a deferred tax asset will not be realized. In accordance with ASC 740, our assessment considers whether there has been sufficient income in recent years and whether sufficient income is expected in future years in order to utilize the deferred tax asset. In evaluating the realizability of deferred income tax assets, the Company considers, among other things, historical levels of income, expected future income, the expected timing of the reversals of existing temporary reporting differences, and the expected impact of tax planning strategies that may be implemented to prevent the potential loss of future income tax benefits. Significant judgment is required in determining the future tax consequences of events that have been recognized in our consolidated financial statements and/or tax returns. Differences between anticipated and actual outcomes of these future tax consequences could have a material impact on the Company’s consolidated financial position or results of operations. Changes in, among other things, income tax legislation, statutory income tax rates, or future income levels could materially impact the Company’s valuation of income tax assets and liabilities and could cause our income tax provision to vary significantly among financial reporting periods. During the three months ended March 31, 2022 and 2021, the Company did not recognize any interest and penalties expense associated with uncertain tax positions.
Derivative Instruments	Derivative Instruments—The Company records the fair value of derivative instruments as either assets or liabilities on the condensed consolidated 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.

- Definition

Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.

+ References + Details

NET (LOSS) INCOME PER COMMON SHARE (Tables)

3 Months Ended

Mar. 31, 2022

NET (LOSS) INCOME PER COMMON SHARE [Abstract]

Reconciliation of Numerator and Denominator of Diluted Net (Loss) Income Per Share Computations

The following is a reconciliation of the numerator and denominator of the diluted net (loss) income per share computations for the periods presented below:

	Three Months Ended March 31,
(in thousands, except share data)	2022			2021
Numerator:
Net income	$	272		$	4,489
Less: preferred stock dividend		(304	)		(304	)
Less: allocation to preferred stockholders		(5	)		(699	)
Less: allocation to restricted stockholders		(2	)		(252	)
Net (loss) income allocated to common stockholders	$	(39	)	$	3,234

Basic (loss) income per share:
Denominator:
Weighted average common shares outstanding		25,720,960			24,888,615
Basic (loss) income per share	$	(0.00	)	$	0.13

Diluted (loss) income per share:
Denominator:
Weighted average number of:
Common shares outstanding		25,720,960			24,888,615
Dilutive potential common shares outstanding:
Series A Preferred Stock		-			-
Unvested restricted stock		-			-
Dilutive shares outstanding		25,720,960			24,888,615
Diluted (loss) income per share	$	(0.00	)	$	0.13

Antidilutive Securities Excluded from Computation of Earnings Per Share

The following table summarizes the potential weighted average shares of common stock that were excluded from the determination of our diluted shares outstanding as they were anti-dilutive:

	Three Months Ended March 31,
(in thousands, except share data)	2022		2021
Series A Preferred Stock		5,381,356		5,381,356
Unvested restricted stock		439,208		697,458
		5,820,564		6,078,814

REVENUE RECOGNITION (Tables)

3 Months Ended

Mar. 31, 2022

REVENUE RECOGNITION [Abstract]

Depicts Timing of Revenue Recognition

The following table depicts the timing of revenue recognition:

	Three months ended March 31, 2022
	Transportation and Skilled Trades Segment		Healthcare and Other Professions Segment		Consolidated
Timing of Revenue Recognition
Services transferred at a point in time	$	3,410	$	1,379	$	4,789
Services transferred over time		55,374		22,391		77,765
Total revenues	$	58,784	$	23,770	$	82,554

	Three months ended March 31, 2021
	Transportation and Skilled Trades Segment		Healthcare and Other Professions Segment		Consolidated
Timing of Revenue Recognition
Services transferred at a point in time	$	3,520	$	1,333	$	4,853
Services transferred over time		52,150		20,993		73,143
Total revenues	$	55,670	$	22,326	$	77,996

LEASES (Tables)

3 Months Ended

Mar. 31, 2022

LEASES [Abstract]

Supplemental Cash Flow Information and Non-cash Activity Related to Operating Leases

Supplemental cash flow information and non-cash activity related to our operating leases are as follows:

	Three Months Ended March 31,
	2022		2021
Operating cash flow information:
Cash paid for amounts included in the measurement of operating lease liabilities	$	4,654	$	3,208
Non-cash activity:
Lease liabilities arising from obtaining right-of-use assets	$	6,644	$	50

Weighted Average Remaining Lease Term and Discount Rate

Weighted-average remaining lease term and discount rate for our operating leases is as follows:

	As of March 31,
	2022			2021
Weighted-average remaining lease term	11.43 years			5.96 years
Weighted-average discount rate		7.42	%		11.27	%

Maturities of Lease Liabilities

Maturities of lease liabilities by fiscal year for our operating leases as of March 31, 2022 are as follows:

Year ending December 31,
2022 (excluding the three months ended March 31, 2022)	$	13,764
2023		18,199
2024		15,855
2025		13,901
2026		11,448
2027		8,535
Thereafter		61,215
Total lease payments		142,917
Less: imputed interest		(41,142	)
Present value of lease liabilities	$	101,775

GOODWILL AND LONG-LIVED ASSETS (Tables)

3 Months Ended

Mar. 31, 2022

GOODWILL [Abstract]

Changes in Carrying Amount of Goodwill

The carrying amount of goodwill at March 31, 2022 and 2021 is as follows:

	Gross Goodwill Balance		Accumulated Impairment Losses			Net Goodwill Balance
Balance as of January 1, 2022	$	117,176	$	(102,640	)	$	14,536
Adjustments		-		-			-
Balance as of March 31, 2022	$	117,176	$	(102,640	)	$	14,536

	Gross Goodwill Balance		Accumulated Impairment Losses			Net Goodwill Balance
Balance as of January 1, 2021	$	117,176	$	(102,640	)	$	14,536
Adjustments		-		-			-
Balance as of March 31, 2021	$	117,176	$	(102,640	)	$	14,536

STOCKHOLDERS' EQUITY (Tables)

3 Months Ended

Mar. 31, 2022

STOCKHOLDERS' EQUITY [Abstract]

Transactions Pertaining to Restricted Stock

The following is a summary of transactions pertaining to restricted stock:

	Shares			Weighted Average Grant Date Fair Value Per Share
Nonvested restricted stock outstanding at December 31, 2021		1,743,846		$	3.89
Granted		528,121			7.29
Canceled		-			-
Vested		(728,776	)		3.91

Nonvested restricted stock outstanding at March 31, 2022		1,543,191			5.19

Transactions Pertaining to Option Plans

	Shares			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2021		81,000		$	7.79		0.17	$	-
Granted/Vested		-			-		-		-
Canceled		(81,000	)		7.79		-		-

Outstanding at March 31, 2022		-			-		-		-

Vested as of March 31, 2022		-			-		-		-

Exercisable as of March 31, 2022		-			-		-		-

SEGMENTS (Tables)

3 Months Ended

Mar. 31, 2022

SEGMENTS [Abstract]

Financial Information by Reporting Segment

Summary financial information by reporting segment is as follows:

	For the Three Months Ended March 31,
	Revenue										Operating (loss) income
	2022		% of Total			2021		% of Total			2022			2021
Transportation and Skilled Trades	$	58,784		71.2	%	$	55,670		71.4	%	$	7,245		$	12,324
Healthcare and Other Professions		23,770		28.8	%		22,326		28.6	%		1,307			2,949
Corporate		-					-					(8,878	)		(9,254	)
Total	$	82,554		100.0	%	$	77,996		100.0	%	$	(326	)	$	6,019

	Total Assets
	March 31, 2022		December 31, 2021
Transportation and Skilled Trades	$	153,616	$	156,531
Healthcare and Other Professions		36,981		33,959
Corporate		97,091		104,809
Total	$	287,688	$	295,299

FAIR VALUE (Tables)

3 Months Ended

Mar. 31, 2022

FAIR VALUE [Abstract]

Financial Statement Classification and Amount of Interest Expense Recognized on Hedging Instruments

The following summarizes the financial statement classification and amount of interest expense recognized on hedging instruments:

	Three Months Ended
	March 31,
	2022		2021
Interest Expense
Interest Rate Swap	$	-	$	100

Derivative Instruments Designated as Hedging Instruments in Other Comprehensive Income

The following summarizes the effect of derivative instruments designated as hedging instruments in Other Comprehensive Income:

	Three Months Ended
	March 31,
	2022		2021
Derivative qualifying as cash flow hedge
Interest rate swap income	$	-	$	211

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($) School State Campus Segment	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Business Activities [Abstract]
Number of schools \| School	22
Number of states in which schools operate across the United States \| State	14
Number of campuses treated as destination schools \| Campus	5
Number of reportable operating segments \| Segment	2
Liquidity [Abstract]
Cash, cash equivalents and restricted cash	$ 65,599	$ 26,742	$ 83,307	$ 38,026
Income Taxes [Abstract]
Interest and penalties expense	$ 0	$ 0

NET (LOSS) INCOME PER COMMON SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator [Abstract]
Net income	$ 272	$ 4,489
Less: preferred stock dividend	(304)	(304)
Less: allocation to preferred stockholders	(5)	(699)
Less: allocation to restricted stockholders	(2)	(252)
Net (loss) income allocated to common stockholders	$ (39)	$ 3,234
Denominator [Abstract]
Weighted average common shares outstanding (in shares)	25,720,960	24,888,615
Basic (loss) income per share (in dollars per share)	$ 0.00	$ 0.13
Denominator [Abstract]
Weighted average number of common shares outstanding (in shares)	25,720,960	24,888,615
Diluted shares outstanding (in shares)	25,720,960	24,888,615
Diluted (loss) income per share (in dollars per share)	$ 0.00	$ 0.13
Antidilutive Shares [Abstract]
Antidilutive shares excluded from computation of loss per share (in shares)	5,820,564	6,078,814
Series A Preferred Stock [Member]
Denominator [Abstract]
Dilutive potential common shares outstanding (in shares)	0	0
Antidilutive Shares [Abstract]
Antidilutive shares excluded from computation of loss per share (in shares)	5,381,356	5,381,356
Unvested Restricted Stock [Member]
Denominator [Abstract]
Dilutive potential common shares outstanding (in shares)	0	0
Antidilutive Shares [Abstract]
Antidilutive shares excluded from computation of loss per share (in shares)	439,208	697,458

REVENUE RECOGNITION (Details) - USD ($) $ in Thousands	3 Months Ended
REVENUE RECOGNITION (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
REVENUE RECOGNITION [Abstract]
Unearned tuition	$ 21,192		$ 25,405
Revenue recognized included in contract liability	21,800
Disaggregation of Revenue [Abstract]
Total revenues	82,554	$ 77,996
Services Transferred at a Point in Time [Member]
Disaggregation of Revenue [Abstract]
Total revenues	4,789	4,853
Services Transferred over Time [Member]
Disaggregation of Revenue [Abstract]
Total revenues	77,765	73,143
Transportation and Skilled Trades Segment [Member]
Disaggregation of Revenue [Abstract]
Total revenues	58,784	55,670
Transportation and Skilled Trades Segment [Member] \| Services Transferred at a Point in Time [Member]
Disaggregation of Revenue [Abstract]
Total revenues	3,410	3,520
Transportation and Skilled Trades Segment [Member] \| Services Transferred over Time [Member]
Disaggregation of Revenue [Abstract]
Total revenues	55,374	52,150
Healthcare and Other Professions Segment [Member]
Disaggregation of Revenue [Abstract]
Total revenues	23,770	22,326
Healthcare and Other Professions Segment [Member] \| Services Transferred at a Point in Time [Member]
Disaggregation of Revenue [Abstract]
Total revenues	1,379	1,333
Healthcare and Other Professions Segment [Member] \| Services Transferred over Time [Member]
Disaggregation of Revenue [Abstract]
Total revenues	$ 22,391	$ 20,993

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

LEASES (Details) $ in Thousands	3 Months Ended
LEASES (Details) $ in Thousands	Mar. 31, 2022 USD ($) Lease	Mar. 31, 2021 USD ($)
Operating Leases [Abstract]
Operating lease cost	$ 4,700	$ 3,700
Operating cash flow information [Abstract]
Cash paid for amounts included in the measurement of operating lease liabilities	4,654	3,208
Non-cash activity [Abstract]
Lease liabilities arising from obtaining right-of-use assets	$ 6,644	$ 50
Number of new leases \| Lease	0
Number of lease modifications \| Lease	1
Weighted Average Remaining Lease Term and Discount Rate [Abstract]
Weighted-average remaining lease term	11 years 5 months 4 days	5 years 11 months 15 days
Weighted-average discount rate	7.42%	11.27%
Maturities of Lease Liabilities [Abstract]
2022 (excluding the three months ended March 31, 2022)	$ 13,764
2023	18,199
2024	15,855
2025	13,901
2026	11,448
2027	8,535
Thereafter	61,215
Total lease payments	142,917
Less: imputed interest	(41,142)
Present value of lease liabilities	$ 101,775
Minimum [Member]
Operating Leases [Abstract]
Remaining lease term	1 year
Maximum [Member]
Operating Leases [Abstract]
Remaining lease term	20 years
Variable lease cost	$ 100	$ 100

GOODWILL AND LONG-LIVED ASSETS (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
GOODWILL [Abstract]
Impairment of long-lived assets	$ 0	$ 0
Impairment of property amount			$ 700
Carrying value of property amount			2,900
Fair value estimate current value of property			2,200
Impairment carrying value reduced			700
Changes in carrying amount of goodwill [Abstract]
Gross Goodwill Balance	117,176	117,176	117,176	$ 117,176
Accumulated Impairment Losses	(102,640)	(102,640)	(102,640)	(102,640)
Net Goodwill Balance	14,536	14,536	$ 14,536	$ 14,536
Adjustments	$ 0	$ 0

LONG-TERM DEBT (Details) $ in Thousands				3 Months Ended
LONG-TERM DEBT (Details) $ in Thousands	Nov. 11, 2020 USD ($)	Nov. 10, 2020 USD ($)	Nov. 14, 2019 USD ($) Facility	Mar. 31, 2022 USD ($) School	Dec. 31, 2021 USD ($)	Oct. 29, 2021 USD ($)
Term Loan [Member]
Long-term debt [Abstract]
Repayment of term loan and swap termination fee						$ 16,700
Credit Agreement [Member]
Long-term debt [Abstract]
Minimum quarterly average aggregate balances to be maintained				$ 5,000
Bank fees if minimum quarterly average aggregate balances is not maintained				$ 12,500
Limit on payment of cash dividends	$ 2,300	$ 1,700
Period of consideration for payment of cash dividend				24 months
Credit Facility [Member]
Long-term debt [Abstract]
Line of credit facility, maximum borrowing capacity			$ 60,000
Number of facilities available in 2019 credit agreement \| Facility			4
Letters of credit outstanding				$ 4,000	$ 4,000
Number of schools in states covered under first priority lien \| School				3
Credit agreement				$ 0	$ 0
Credit Facility [Member] \| Letter of Credit [Member]
Long-term debt [Abstract]
Percentage of letter of credit fee, quarterly installment			0.25%
Percentage of letter of credit fee, annual payment			0.50%
Credit Facility [Member] \| Term Loan [Member]
Long-term debt [Abstract]
Line of credit facility, maximum borrowing capacity			$ 20,000	$ 0
Expiration date of credit facility				Dec. 01, 2024
Line of credit facility, amortization schedule based period for interest and principal payments				120 months
Line of credit facility, frequency of principal and interest periodic payment				monthly
Percentage of swap transaction of principal balance			100.00%
Credit Facility [Member] \| Term Loan [Member] \| LIBOR [Member]
Long-term debt [Abstract]
Term of variable rate				1 month
Interest rate on credit facility			3.50%
Credit Facility [Member] \| Term Loan [Member] \| LIBOR [Member] \| Interest Rate Floor [Member]
Long-term debt [Abstract]
Interest rate on credit facility			0.25%
Credit Facility [Member] \| Delayed Draw Term Loan [Member]
Long-term debt [Abstract]
Line of credit facility, maximum borrowing capacity			$ 10,000	$ 0
Expiration date of credit facility				Dec. 01, 2024
Line of credit facility, amortization schedule based period for interest and principal payments				120 months
Line of credit facility, monthly interest payment period				18 months
Line of credit facility, frequency of principal and interest periodic payment				monthly
Credit Facility [Member] \| Delayed Draw Term Loan [Member] \| LIBOR [Member]
Long-term debt [Abstract]
Term of variable rate				1 month
Interest rate on credit facility			3.50%
Credit Facility [Member] \| Delayed Draw Term Loan [Member] \| LIBOR [Member] \| Interest Rate Floor [Member]
Long-term debt [Abstract]
Interest rate on credit facility			0.25%
Credit Facility [Member] \| Credit Agreement [Member]
Long-term debt [Abstract]
Line of credit facility, maximum borrowing capacity			$ 15,000
Expiration date of credit facility				Jan. 31, 2021
Credit Facility [Member] \| Revolving Loan [Member]
Long-term debt [Abstract]
Line of credit facility, maximum borrowing capacity			$ 15,000
Expiration date of credit facility				Nov. 13, 2022
Loan repayment period				30 days
Credit Facility [Member] \| Revolving Loan [Member] \| Interest Rate Floor [Member]
Long-term debt [Abstract]
Interest rate on credit facility			4.00%
Credit Facility [Member] \| Revolving Loan [Member] \| Prime Rate [Member]
Long-term debt [Abstract]
Interest rate on credit facility			0.50%
Credit Facility [Member] \| Revolving Loan [Member] \| Letter of Credit [Member]
Long-term debt [Abstract]
Line of credit facility, maximum borrowing capacity			$ 10,000

STOCKHOLDERS' EQUITY, Common Stock and Preferred Stock (Details) $ / shares in Units, $ in Thousands		3 Months Ended		12 Months Ended
	Nov. 14, 2019 USD ($) Number $ / shares shares	Mar. 31, 2022 USD ($) Vote $ / shares shares	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($) $ / shares
Dividends [Abstract]
Dividends paid on shares of Series A preferred stock		$ 304	$ 304
Common Stock [Member]
Common Stock [Abstract]
Common stock voting rights per share \| Vote		1
Cash dividends declared or paid		$ 0
Preferred Stock [Abstract]
Number of shares issued upon conversion of preferred stock (in shares) \| shares		423,729
Series A Preferred Stock [Member]
Preferred Stock [Abstract]
Amount raised from issuance of stock	$ 12,700
Issuance of series A convertible preferred stock, net of issuance costs (in shares) \| shares	12,700
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0	$ 0		$ 0
Liquidation preference per share (in dollars per share) \| $ / shares				$ 1,000
Conversion price (in dollars per share) \| $ / shares	$ 2.36	$ 5.31
Stock issuance cost		$ 700
Dividends [Abstract]
Dividend rate	9.60%
First dividend payment date	Sep. 30, 2020
Increase in dividend rate on fifth anniversary	2.40%
Dividends paid on shares of Series A preferred stock		$ 300		$ 1,200
Holders of Series A Preferred Stock Right to Convert into Common Stock [Abstract]
Conversion amount	$ 1,000
Mandatory Conversion [Abstract]
Consecutive trading days, in which common stock exceeds the conversion price	20 days
Redemption [Abstract]
Amount of adjustment provided in charter agreement after fifth anniversary	$ 1,000
Registration Rights Agreement [Abstract]
Number of underwritten offerings \| Number	2
Series A Preferred Stock [Member] \| Minimum [Member]
Dividends [Abstract]
Dividend rate if failure to perform certain obligations	2.00%
Holders of Series A Preferred Stock Right to Convert into Common Stock [Abstract]
Percentage of common stock owned by holder and affiliates	19.99%
Mandatory Conversion [Abstract]
Weighted average price of common stock equals or exceeds the conversion price	2.25
Number of shares traded on each trading day (in shares) \| shares	20,000
Registration Rights Agreement [Abstract]
Gross proceeds from underwritten offerings	$ 5,000
Series A Preferred Stock [Member] \| Maximum [Member]
Dividends [Abstract]
Dividend rate if failure to perform certain obligations	14.00%

STOCKHOLDERS' EQUITY, Restricted Stock and Stock Options (Details) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022 USD ($) Plan $ / shares shares	Mar. 31, 2021 USD ($) shares	Dec. 31, 2021 USD ($) $ / shares shares	Jun. 16, 2020 shares
Stockholders' Equity Note Details [Abstract]
Number of stock incentive plans \| Plan	3
Shares [Abstract]
Outstanding, beginning balance (in shares)	81,000
Granted (in shares)	0
Vested (in shares)	0
Canceled (in shares)	(81,000)
Outstanding, ending balance (in shares)	0		81,000
Vested (in shares)	0
Exercisable, ending balance (in shares)	0
Weighted Average Exercise Price Per Share [Abstract]
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 7.79
Granted (in dollars per share) \| $ / shares	0
Vested (in dollars per share) \| $ / shares	0
Canceled (in dollars per share) \| $ / shares	7.79
Outstanding, ending balance (in dollars per share) \| $ / shares	0		$ 7.79
Vested or expected to vest (in dollars per share) \| $ / shares	0
Exercisable, ending balance (in dollars per share) \| $ / shares	$ 0
Weighted Average Remaining Contractual Term [Abstract]
Outstanding			2 months 1 day
Aggregate Intrinsic Value [Abstract]
Outstanding, beginning balance \| $	$ 0
Granted \| $	0
Canceled \| $	0
Vested \| $	0
Outstanding, ending balance \| $	0		$ 0
Vested or expected to vest \| $	0
Exercisable, ending balance \| $	$ 0
Restricted Stock [Member]
Shares [Abstract]
Nonvested restricted stock outstanding, beginning balance (in shares)	1,743,846
Granted (in shares)	528,121
Canceled (in shares)	0
Vested (in shares)	(728,776)
Nonvested restricted stock outstanding, ending balance (in shares)	1,543,191		1,743,846
Weighted Average Grant Date Fair Value [Abstract]
Nonvested restricted stock outstanding, beginning balance (in dollars per share) \| $ / shares	$ 3.89
Granted (in dollars per share) \| $ / shares	7.29
Canceled (in dollars per share) \| $ / shares	0
Vested (in dollars per share) \| $ / shares	3.91
Nonvested restricted stock outstanding, ending balance (in dollars per share) \| $ / shares	$ 5.19		$ 3.89
Recognized restricted stock expense \| $	$ 1,200	$ 500
Unrecognized restricted stock expense \| $	8,000		$ 4,400
Stock Options [Member]
Aggregate Intrinsic Value [Abstract]
Unrecognized pre-tax compensation expense \| $	$ 0
2020 Plan [Member]
Stockholders' Equity Note Details [Abstract]
Number of shares available for issuance under incentive plan (in shares)				2,000,000
2020 Plan [Member] \| June 16, 2020 [Member]
Stockholders' Equity Note Details [Abstract]
Stock option award issuance, plan duration	10 years
LTIP [Member]
Stockholders' Equity Note Details [Abstract]
Number of shares available for issuance under incentive plan (in shares)				2,000,000
LTIP [Member] \| Restricted Stock [Member]
Weighted Average Grant Date Fair Value [Abstract]
Outstanding restricted shares, intrinsic value \| $	$ 11,000
Non Employee Directors Plan [Member]
Stockholders' Equity Note Details [Abstract]
Net share settlement for restricted stock (in shares)	268,654	154,973
Decrease in equity due to payment of tax for employee \| $	$ 2,000
Non Employee Directors Plan [Member] \| Maximum [Member]
Stockholders' Equity Note Details [Abstract]
Decrease in equity due to payment of tax for employee \| $		$ 1,000

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
INCOME TAXES [Abstract]
(Benefit) Provision for income taxes	$ (641)	$ 1,245
Pretax (loss) income percentage	(173.70%)	21.70%
Effective income tax rate	28.20%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

SEGMENTS (Details) $ in Thousands	3 Months Ended
SEGMENTS (Details) $ in Thousands	Mar. 31, 2022 USD ($) Segment	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)
SEGMENTS [Abstract]
Number of reportable operating segments \| Segment	2
Summary financial information by reporting segment [Abstract]
Revenues	$ 82,554	$ 77,996
Percentage of Total Revenue	100.00%	100.00%
Operating (loss) Income	$ (326)	$ 6,019
Total Assets	287,688		$ 295,299
Transportation and Skilled Trades [Member]
Summary financial information by reporting segment [Abstract]
Revenues	58,784	55,670
Healthcare and Other Professions [Member]
Summary financial information by reporting segment [Abstract]
Revenues	23,770	22,326
Reportable Segments [Member] \| Transportation and Skilled Trades [Member]
Summary financial information by reporting segment [Abstract]
Revenues	$ 58,784	$ 55,670
Percentage of Total Revenue	71.20%	71.40%
Operating (loss) Income	$ 7,245	$ 12,324
Total Assets	153,616		156,531
Reportable Segments [Member] \| Healthcare and Other Professions [Member]
Summary financial information by reporting segment [Abstract]
Revenues	$ 23,770	$ 22,326
Percentage of Total Revenue	28.80%	28.60%
Operating (loss) Income	$ 1,307	$ 2,949
Total Assets	36,981		33,959
Corporate [Member]
Summary financial information by reporting segment [Abstract]
Revenues	0	0
Operating (loss) Income	(8,878)	$ (9,254)
Total Assets	$ 97,091		$ 104,809

FAIR VALUE, Qualifying Hedge Derivative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Nov. 14, 2019
Term Loan [Member]
Derivative [Abstract]
Amortization period	10 years
Amount of principal payment	$ 200
Interest Rate Swap [Member]
Fair Value, Outstanding Derivative [Abstract]
Notional amount			$ 20,000
Interest Rate Swap [Member] \| Term Loan [Member]
Derivative [Abstract]
Fixed rate	5.36%
Interest Rate Swap [Member] \| Designated as Hedging Instrument [Member]
Classification and Amount of Interest Expense Recognized on Hedging Instruments [Abstract]
Interest expense	$ 0	$ 100
Interest Rate Swap [Member] \| Designated as Hedging Instrument [Member] \| Cash Flow Hedging [Member]
Derivative Instruments Designated As Hedging Instruments In Other Comprehensive Income [Abstract]
Interest rate swap income	$ 0	$ 211
LIBOR [Member] \| Interest Rate Swap [Member] \| Term Loan [Member]
Derivative [Abstract]
Variable rate	3.50%

COVID-19 PANDEMIC AND CARES ACT (Details) $ in Millions	3 Months Ended	9 Months Ended
COVID-19 PANDEMIC AND CARES ACT (Details) $ in Millions	Mar. 31, 2022 USD ($) Intallment	Sep. 30, 2021 USD ($)
COVID-19 [Abstract]
Total amount expected to be received under CARES Act	$ 27.4
Number of installments used to allocated funds to schools \| Intallment	2
Emergency grants available in first installment under CARES Act		$ 13.7
Utilized amount of permitted expenses		$ 13.7
Deferred payments under CARES Act	$ 2.3
DOE allocated amount to schools	24.4
Emergency grants distributed to students under CRRSAA and ARPA Act	$ 14.8

PROPERTY SALE AGREEMENTS, Property Sale Agreement (Details) - Property Sale Agreement [Member] $ in Millions		3 Months Ended
	Sep. 24, 2021 USD ($)	Mar. 31, 2022 Term
Property Sale Agreement [Abstract]
Sale price of agreement \| $	$ 34.5
Rent-free basis for a lease-back period		12 months
Option to extend lease-back period		90 days
Number of additional lease-back terms \| Term		3
Period of additional option to extend lease-back		30 days

PROPERTY SALE AGREEMENTS, Sale-Leaseback Transaction (Details) $ in Thousands		3 Months Ended
	Oct. 29, 2021 USD ($) Option	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Sep. 24, 2021 USD ($)
Sale-Leaseback Transaction [Abstract]
Right of use assets		$ 95,377		$ 91,487
Lease liabilities		101,775
Net proceeds amount		$ 9	$ 0
Colorado/Texas Sale Agreement [Member]
Sale-Leaseback Transaction [Abstract]
Sale price of sale-leaseback transaction					$ 46,500
Lease agreement term	20 years
Initial annual base rent	$ 2,600
Percentage of annual increase of rent	2.00%
Number of subsequent renewal options \| Option	4
Period of subsequent renewal options	5 years
Gain on sale of assets	$ 22,500
Right of use assets	40,100
Lease liabilities	40,100
Net proceeds amount	45,400
Repayments of term loan	16,200
Swap termination fee	$ 500