Stockholders' Equity | Stockholders’ Equity Stock Incentive Plans The American Public Education, Inc. 2017 Omnibus Incentive Plan, or 2017 Incentive Plan, became effective on May 12, 2017, or the Effective Date. 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 was increased from time to time by the number of shares subject to outstanding awards granted under the 2011 Incentive Plan that terminate by expiration, forfeiture, cancellation or otherwise without issuance of such shares following the Effective Date. On May 15, 2020, the Company’s stockholders approved an amendment to the 2017 Incentive Plan to increase the number of shares available for issuance thereunder by 1,425,000 and to extend the term of the 2017 Plan to May 15, 2030, as well as to clarify limitations on repricing. Grants under the 2017 Incentive Plan generally vest over a period of three years and the Company recognizes compensation expense over that period. The 2017 Incentive 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. As of December 31, 2020, all shares subject to outstanding awards are under the 2017 Incentive Plan. Restricted Stock and Restricted Stock Unit Awards The fair value of the Company’s restricted stock and restricted stock unit awards is calculated based on the closing price of the Company’s stock on the date of grant. The estimated fair value of these awards is recognized as stock-based compensation expense and 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. The Company recognizes the estimated fair value of performance-based restricted stock units by assuming the satisfaction of any performance-based objectives at the “target” level, which is the most probable outcome determined for accounting purposes at the time of grant and multiplying the corresponding number of shares earned based upon such achievement by the closing price of the Company’s stock on the date of grant. To the extent performance goals are not met, compensation cost is not ultimately recognized against the goals and, to the extent previously recognized, compensation cost is reversed. 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, 2018: Number Weighted Non vested, December 31, 2017 461,262 $ 20.91 Shares granted 302,781 27.00 Vested shares (222,069) 21.33 Shares forfeited (51,632) 22.94 Non vested, December 31, 2018 490,342 $ 24.23 The table below sets forth the restricted stock and restricted stock unit activity for the year ended December 31, 2019: Number Weighted Non vested, December 31, 2018 490,342 $ 24.23 Shares granted 333,635 29.48 Vested shares (255,918) 22.98 Shares forfeited (21,119) 26.86 Non vested, December 31, 2019 546,940 $ 27.81 The table below sets forth the restricted stock and restricted stock unit activity for the year ended December 31, 2020: Number Weighted Non vested, December 31, 2019 546,940 $ 27.81 Shares granted 396,976 24.94 Vested shares (307,937) 26.95 Shares forfeited (109,179) 26.56 Non vested, December 31, 2020 526,800 $ 26.43 There were 35,688, 37,738, and 48,434 shares of restricted stock or restricted stock units excluded in the computation of diluted net income per common share for the years ended December 31, 2018, 2019, and 2020, respectively. At December 31, 2020, total unrecognized compensation expense in the amount of $8.7 million relates to non-vested restricted stock, restricted stock units, and stock options, which will be recognized over a weighted average period of 1.8 years. As a result of termination of employment, the Company accepted the following common shares for forfeiture: 48,814 shares for $1,118,842 in 2018, 17,825 shares for $488,974 in 2019, and 73,808 shares for $1,855,784 in 2020. Option Awards The fair value of each option award is estimated at the date of grant using a Black-Scholes option-pricing model. The Company makes assumptions with respect to expected stock price volatility based on the average historical volatility of the Company’s common stock. In addition, the Company determines the risk-free interest rate by selecting the U.S. Treasury constant maturity for the same maturity as the estimated life of the option , 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. Prior to 2012, the Company issued a mix of stock options and restricted stock, but ceased issuing options until 2019. Options currently outstanding vest ratably over a period of three years and expire in ten years from the date of grant. The table below sets forth stock option activity for the year ended December 31, 2018: Number Weighted Weighted Aggregate (in thousands) Outstanding, December 31, 2017 109,616 $ 37.52 Options granted — — Awards exercised — — Options forfeited (109,616) 37.52 Outstanding, December 31, 2018 — $ — $ — Exercisable, December 31, 2018 — $ — $ — The table below sets forth stock option activity for the year ended December 31, 2019: Number Weighted Weighted Aggregate (in thousands) Outstanding, December 31, 2018 — $ — Options granted 43,134 23.77 10 Awards exercised — — Options forfeited — — Outstanding, December 31, 2019 43,134 $ 23.77 9.73 $ 156 Exercisable, December 31, 2019 — $ — $ — The table below sets forth stock option activity for the year ended December 31, 2020: Number Weighted Weighted Aggregate (in thousands) Outstanding, December 31, 2019 43,134 $ 23.77 9.73 $ 156 Options granted 17,370 33.11 10 $ — Awards exercised — — Options forfeited — — Outstanding, December 31, 2020 60,504 $ 26.45 8.96 $ 264 Exercisable, December 31, 2020 14,378 $ 23.77 8.73 $ 88 The following table sets forth the assumptions used in calculating the fair value at the date of grant of each option award granted: Year Ended December 31, 2018 2019 2020 Expected volatility — % 47.37 % 48.74 % Expected dividends — % — % — % Expected term, in years 0 10 10 Risk-free interest rate — % 1.74 % 0.68 % Weighted-average fair value of options granted during the year $ — $ 13.91 $ 18.99 There were no anti-dilutive stock options excluded from the calculation of diluted net income per common share for the year ended December 31, 2018. For the years ended December 31, 2019, and 2020, there were 43,134, and 60,504 anti-dilutive stock options excluded from the calculation of diluted net income per share, respectively. Stock-Based Compensation Expense For the years ended December 31, 2018, 2019, and 2020, the Company recognized stock-based compensation expense as follows: Year Ended December 31, 2018 2019 2020 (In thousands) Instructional costs and services $ 1,610 $ 1,570 $ 1,535 Selling and promotional 512 766 1,007 General and administrative 5,058 3,624 4,533 Total stock-based compensation expense $ 7,180 $ 5,960 $ 7,075 The Company recognized income tax benefits of $1.9 million, $2.0 million, and $1.9 million from vested restricted stock and restricted stock units for the years ended December 31, 2018, 2019, and 2020, respectively. Repurchase During the year ended December 31, 2018, 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. During the year ended December 31, 2019, the Company repurchased 1,416,304 shares of the Company’s common stock, par value $0.01 per share. The chart and footnotes below provide the 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) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)(3) January 1, 2019 — $ — — — $ 148,008 January 1, 2019 – January 31, 2019 — — — 283,876 148,008 February 1, 2019 – February 28, 2019 — — — 283,876 148,008 March 1, 2019 – March 31, 2019 — — — 283,876 148,008 April 1, 2019 – April 30, 2019 — — — 284,252 148,008 May 1, 2019 – May 31, 2019 129,973 29.38 129,973 299,060 31,181,393 June 1, 2019 – June 30, 2019 197,488 29.03 197,488 299,060 25,448,317 July 1, 2019 – July 31, 2019 218,699 30.79 218,699 299,436 18,714,574 August 1, 2019 – August 31, 2019 220,000 28.16 220,000 299,436 12,519,374 September 1, 2019 – September 30, 2019 199,921 24.12 199,921 352,104 7,697,280 October 1, 2019 – October 31, 2019 229,849 22.34 229,849 352,480 2,562,453 November 1, 2019 – November 30, 2019 110,374 23.21 110,374 352,480 673 December 1, 2019 – December 31, 2019 110,000 27.23 110,000 352,480 22,004,700 Total 1,416,304 $ 26.83 1,416,304 352,480 $ 22,004,700 During the year ended December 31, 2020, the Company repurchased 547,563 shares of the Company’s common stock, par value $0.01 per share. The chart and footnotes below provide the 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) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) (3) January 1, 2020 — $ — — — $ 22,004,700 January 1, 2020 – January 31, 2020 198,300 27.10 198,300 284,723 16,630,770 February 1, 2020 – February 29, 2020 179,263 24.51 179,263 284,723 12,237,034 March 1, 2020 – March 31, 2020 170,000 22.59 170,000 284,723 8,396,734 April 1, 2020 – April 30, 2020 — — — 284,723 8,396,734 May 1, 2020 – May 31, 2020 — — — 299,843 8,396,734 June 1, 2020 – June 30, 2020 — — — 312,816 8,396,734 July 1, 2020 – July 31, 2020 — — — 317,924 8,396,734 August 1, 2020 – August 31, 2020 — — — 331,841 8,396,734 September 1, 2020 – September 30, 2020 — — — 331,841 8,396,734 October 1, 2020 – October 31, 2020 — — — 331,841 8,396,734 November 1, 2020 – November 30, 2020 — — — 331,841 8,396,734 December 1, 2020 – December 31, 2020 — — — 331,841 8,396,734 Total 547,563 $ 24.85 547,563 331,841 $ 8,396,734 (1) On December 9, 2011, our Board of Directors approved a stock repurchase program for our common stock, under which we could annually purchase up to the cumulative number of shares issued or deemed issued in that year under our 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 our available cash. (2) On May 2, 2019, the Company’s Board of Directors authorized the repurchase of up to $35.0 million of the Company’s shares of common stock, and on December 5, 2019, the Board approved an additional authorization of up to $25.0 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 in 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 the Company deem appropriate. The Company may purchase shares at management’s discretion in the open market, in privately negotiated transactions, in transactions structured through investment banking institutions, or a combination of the foregoing. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of shares under this authorization. The amount and timing of repurchases are subject to a variety of factors, including liquidity, cash flow, stock price and general business and market conditions. The Company has no obligation to repurchase shares and may modify, suspend or discontinue the repurchase program at any time. The authorization under this program is in addition to the Company’s repurchase program under which we may annually purchase up to the cumulative number of shares issued or deemed issued in that year under our equity incentive and stock purchase plan. (3) During the years ended December 31, 2018, 2019, and 2020, the Company was deemed to have repurchased 66,088, 83,214, and 78,847 shares of common stock forfeited by employees to satisfy minimum tax-withholding requirements in connection with the vesting of restricted stock grants. These repurchases were not part of the stock repurchase programs authorized by our Board of Directors as described in footnotes 1 and 2 of this table. |