Stockholders' Equity | Stockholders’ Equity Stock Incentive Plans On March 31, 2017 the Company’s Board of Directors adopted the American Public Education, Inc. 2017 Omnibus Incentive Plan, or 2017 Incentive Plan, and on May 12, 2017, or the Effective Date, the Company’s stockholders approved the 2017 Incentive Plan, at which time the 2017 Incentive Plan became effective. Upon effectiveness of the 2017 Incentive Plan, the Company ceased making awards under the American Public Education, Inc. 2011 Omnibus Incentive Plan, or the 2011 Incentive Plan. The 2017 Incentive Plan allows the Company to grant up to 1,675,000 shares, as well as shares of the Company’s common stock that were available for issuance under the 2011 Incentive Plan as of the Effective Date. In addition, the number of shares of common stock available under the 2017 Incentive Plan will be increased from time to time by the number of shares subject to outstanding awards granted under the 2011 Incentive Plan, the American Public Education, Inc. 2007 Omnibus Incentive Plan and the American Public Education, Inc. 2002 Stock Incentive Plan that terminate by expiration, forfeiture, cancellation or otherwise without issuance of such shares following the Effective Date. Prior to 2012, the Company issued a mix of stock options and restricted stock, but since 2011 the Company has no t issued any stock options. The 2017 Plan includes a provision that allows individuals who have reached certain service and retirement eligibility criteria on the date of grant an accelerated service period of one year. The Company recognizes compensation expense for these individuals over the accelerated period. Restricted Stock and Restricted Stock Unit Awards Stock-based compensation expense related to restricted stock and restricted stock unit grants is expensed over the vesting period using the straight-line method for Company employees and the graded-vesting method for members of the Board of Directors, and is measured using APEI’s stock price on the date of grant. The Company also estimates forfeitures of share-based awards at the time of grant and revises such estimates in subsequent periods if actual forfeitures differ from original estimates. The table below sets forth the restricted stock and restricted stock unit activity for the year ended December 31, 2015 : Number of Shares Weighted Average Grant Price and Fair Value Non vested, December 31, 2014 360,769 $ 37.03 Shares granted 127,469 35.15 Vested shares (164,144 ) 37.85 Shares forfeited (30,675 ) 36.76 Non vested, December 31, 2015 293,419 $ 35.86 The table below sets forth the restricted stock and restricted stock unit activity for the year ended December 31, 2016 : Number of Shares Weighted Average Grant Price and Fair Value Non vested, December 31, 2015 293,419 $ 35.86 Shares granted 336,434 16.34 Vested shares (152,714 ) 35.83 Shares forfeited (39,168 ) 25.46 Non vested, December 31, 2016 437,971 $ 21.54 The table below sets forth the restricted stock and restricted stock unit activity for the year ended December 31, 2017 : Number of Shares Weighted Average Grant Price and Fair Value Non vested, December 31, 2016 437,971 $ 21.54 Shares granted 279,729 23.35 Vested shares (212,984 ) 25.98 Shares forfeited (43,454 ) 21.04 Non vested, December 31, 2017 461,262 $ 20.91 There were no shares of restricted stock or restricted stock units excluded in the computation of diluted net income per common share for the year ended December 31, 2017 . At December 31, 2017 , total unrecognized compensation expense in the amount of $4.5 million relates to non-vested restricted stock and restricted stock units which will be recognized over a weighted average period of 1.7 years. As a result of termination of employment, the Company accepted the following common shares for forfeiture: 22,066 shares for $815,886 in 2015 , 31,370 shares for $611,335 in 2016 , and 43,454 shares for $914,272 in 2017 . Option Awards The fair value of each option award is estimated at the date of grant using a Black-Scholes option-pricing model. Prior to 2012, the Company calculated the expected term of stock option awards using the “simplified method” in accordance with Securities and Exchange Commission Staff Accounting Bulletins No. 107 and 110 because the Company lacked historical data and was unable to make reasonable assumptions regarding the future. The Company makes assumptions with respect to expected stock price volatility based on the average historical volatility of peers with similar attributes. In addition, the Company determines the risk free interest rate by selecting the U.S. Treasury five-year constant maturity, quoted on an investment basis in effect at the time of grant for that business day. Estimates of fair value are subjective and are not intended to predict actual future events, and subsequent events are not necessarily indicative of the reasonableness of the original estimates of fair value made under FASB ASC Topic 718. Options previously granted vest ratably over periods of three to five years and expire in seven to ten years from the date of grant. A summary of the status of the Company’s Stock Incentive Plans as of December 31, 2015 and the changes during the periods then ended is as follows: Number of Options Weighted Average Exercise Price Weighted Average Contractual Life (years) Aggregate Intrinsic Value (in thousands) Outstanding, December 31, 2014 434,401 $ 30.04 Options granted — — Awards exercised (55,382 ) 3.29 Options forfeited (49,147 ) 35.97 Outstanding, December 31, 2015 329,872 $ 33.65 1.30 $ 359 Exercisable, December 31, 2015 329,872 $ 33.65 1.30 $ 359 A summary of the status of the Company’s Stock Incentive Plans as of December 31, 2016 and the changes during the periods then ended is as follows: Number of Options Weighted Average Exercise Price Weighted Average Contractual Life (years) Aggregate Intrinsic Value (in thousands) Outstanding, December 31, 2015 329,872 $ 33.65 Options granted — — Awards exercised (16,878 ) 7.00 Options forfeited (53,024 ) 37.09 Outstanding, December 31, 2016 259,969 $ 34.68 0.53 $ 246 Exercisable, December 31, 2016 259,969 $ 34.68 0.53 $ 246 A summary of the status of the Company’s Stock Incentive Plans as of December 31, 2017 and the changes during the periods then ended is as follows: Number of Options Weighted Average Exercise Price Weighted Average Contractual Life (years) Aggregate Intrinsic Value (in thousands) Outstanding, December 31, 2016 259,969 $ 34.68 Options granted — — Awards exercised (14,002 ) 6.99 Options forfeited (136,351 ) 35.24 Outstanding, December 31, 2017 109,616 $ 37.52 0.01 $ — Exercisable, December 31, 2017 109,616 $ 37.52 0.01 $ — The following table summarizes information regarding stock option exercises: Year Ended December 31, 2015 2016 2017 (In thousands) Proceeds from stock options exercised $ 182 $ 118 $ 98 Intrinsic value of stock options exercised $ 1,057 $ 290 $ 194 Tax benefit from exercises $ 54 $ 94 $ 60 There were 317,961 , 247,993 and 123,267 anti-dilutive stock options excluded from the calculation of diluted net income per common share for the years ended December 31, 2015 , 2016 and 2017 , respectively. Stock-Based Compensation Expense As of December 31, 2017, there were 30,246 shares subject to outstanding awards under the 2017 Incentive Plan, 431,016 shares subject to outstanding awards under the 2011 Incentive Plan, and 109,616 shares subject to outstanding awards under the 2007 Incentive Plan and the 2002 Stock Plan. For the years ended December 31, 2015 , 2016 and 2017 , the Company recognized stock-based compensation expense as follows: Year Ended December 31, 2015 2016 2017 (In thousands) Instructional costs and services $ 1,598 $ 1,497 $ 1,310 Selling and promotional 684 672 789 General and administrative 3,630 3,042 4,147 Total stock-based compensation expense $ 5,912 $ 5,211 $ 6,246 The Company recognized income tax benefits of $2,467,000 , $2,064,000 , and $2,473,000 from vested restricted stock and restricted stock units for the years ended December 31, 2015 , 2016 and 2017 , respectively. Repurchase During the year ended December 31, 2015 , the Company repurchased 1,322,846 shares of the Company’s common stock, par value $0.01 per share. The chart and footnotes below provide detail as to the Company’s repurchases during the period. Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2) (3) January 1, 2015 — $ — — 155,695 $ 15,027,043 January 1, 2015 - January 31, 2015 — $ — — 263,523 15,027,043 February 1, 2015 - February 28, 2015 — $ — — 263,523 15,027,043 March 1, 2015 - March 31, 2015 100,000 $ 31.69 100,000 213,523 13,442,543 April 1, 2015 - April 30, 2015 203,820 $ 30.84 203,820 147,289 9,220,841 May 1, 2015 - May 31, 2015 200,000 $ 25.59 200,000 147,289 4,102,131 June 1, 2015 - June 30, 2015 160,000 $ 24.93 160,000 164,093 15,114,029 July 1, 2015 - July 31, 2015 — $ — — 164,093 15,114,029 August 1, 2015 - August 31, 2015 — $ — — 164,093 15,114,029 September 1, 2015 - September 30, 2015 129,849 $ 23.15 129,849 164,093 12,107,835 October 1, 2015 - October 31, 2015 211,040 $ 23.19 211,040 164,562 7,214,395 November 1, 2015 - November 30, 2015 199,391 $ 22.11 199,391 164,562 2,806,575 December 1, 2015 - December 31, 2015 118,746 $ 22.39 118,746 164,562 148,008 Total 1,322,846 $ 25.34 1,322,846 164,562 $ 148,008 During the year ended December 31, 2016 , the Company did not repurchase shares of the Company’s common stock, par value $0.01 per share, other than shares deemed to have been repurchased to satisfy employee minimum tax withholding requirements in connection with the vesting of restricted stock grants. The chart and footnotes below provide detail as to the Company’s repurchases during the period. Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2) (3) January 1, 2016 — $ — — 164,562 $ 148,008 January 1, 2016 – January 31, 2016 — — — 480,645 148,008 February 1, 2016 – February 29, 2016 — — — 480,645 148,008 March 1, 2016 – March 31, 2016 — — — 480,645 148,008 April 1, 2016 – April 30, 2016 — — — 481,497 148,008 May 1, 2016 – May 31, 2016 — — — 481,497 148,008 June 1, 2016 – June 30, 2016 — — — 495,378 148,008 July 1, 2016 – July 31, 2016 — — — 500,687 148,008 August 1, 2016 – August 31, 2016 — — — 500,687 148,008 September 1, 2016 – September 30, 2016 — — — 500,687 148,008 October 1, 2016 – October 31, 2016 — — — 500,996 148,008 November 1, 2016 – November 30, 2016 — — — 500,996 148,008 December 1, 2016 – December 31, 2016 — — — 500,996 148,008 Total — — — 500,996 $ 148,008 During the year ended December 31, 2017 , the Company did not repurchase shares of the Company’ s common stock, par value $0.01 per share, other than shares deemed to have been repurchased to satisfy employee minimum tax withholding requirements in connection with the vesting of restricted stock grants. The chart and footnotes below provide detail as to the Company’s repurchases during the period. Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2) (3) January 1, 2017 — $ — — 500,996 $ 148,008 January 1, 2017 – January 31, 2017 — — — 744,718 148,008 February 1, 2017 – February 28, 2017 — — — 744,718 148,008 March 1, 2017 – March 31, 2017 — — — 744,718 148,008 April 1, 2017 – April 30, 2017 — — — 745,782 148,008 May 1, 2017 – May 31, 2017 — — — 757,398 148,008 June 1, 2017 – June 30, 2017 — — — 779,133 148,008 July 1, 2017 – July 31, 2017 — — — 779,930 148,008 August 1, 2017 – August 31, 2017 — — — 779,930 148,008 September 1, 2017 – September 30, 2017 — — — 779,930 148,008 October 1, 2017 – October 31, 2017 — — — 780,725 148,008 November 1, 2017 – November 30, 2017 — — — 780,725 148,008 December 1, 2017 – December 31, 2017 — — — 780,725 148,008 Total — — — 780,725 $ 148,008 (1) On December 9, 2011, the Company’s Board of Directors approved a stock repurchase program for its common stock, under which the Company may annually purchase up to the cumulative number of shares issued or deemed issued in that year under the Company’s equity incentive and stock purchase plans. Repurchases may be made from time to time in the open market at prevailing market prices or in privately negotiated transactions based on business and market conditions. The stock repurchase program does not obligate us to repurchase any shares, may be suspended or discontinued at any time, and is funded using the Company’s available cash. (2) On May 14, 2012, the Company’s Board of Directors authorized a program to repurchase up to $20 million of shares of the Company’s common stock. On each of March 14, 2013, June 13, 2014, and June 12, 2015 the Company’s Board of Directors increased the authorization by an additional $15 million of shares, for a cumulative increase of $45 million of shares and a total authorization of $65 million of shares. Subject to market conditions, applicable legal requirements and other factors, the repurchases may be made from time to time in the open market or privately negotiated transactions. The authorization does not obligate the Company to acquire any shares, and purchases may be commenced or suspended at any time based on market conditions and other factors as the Company deems appropriate. (3) The Company was deemed to have repurchased 49,512 and 68,065 shares of common stock forfeited by employees to satisfy minimum tax-withholding requirements in connection with the vesting of restricted stock grants during the years ended December 31, 2016 and 2017 , respectively. During the year ended December 31, 2015, the Company was deemed to have repurchased 56,272 shares of common stock forfeited by employees to satisfy minimum tax withholding requirements in connect with the vesting of restricted stock grants and to cover the exercise and minimum tax-withholding requirements of expiring stock options. These repurchases were not part of the stock repurchase program authorized by the Company’s Board of Directors. During the year ended December 31, 2015 , the Company repurchased and retired 1,322,846 , shares of common stock. No shares of common stock were repurchased and retired in 2016 and 2017. |