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. On May 20, 2022, the Company’s stockholders approved an amendment to the 2017 Incentive Plan to increase the number of shares available for issuance thereunder by 1,125,000 and to clarify provisions on vesting in dividends or dividend equivalent rights paid on unvested awards and the determination of fair market value. 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, 2022, 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 Company’s 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, 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 The table below sets forth the restricted stock and restricted stock unit activity for the year ended December 31, 2021: Number Weighted Non vested, December 31, 2020 526,800 $ 26.43 Shares granted 343,851 29.50 Vested shares (268,329) 26.66 Shares forfeited (95,535) 28.78 Non vested, December 31, 2021 506,787 $ 27.68 The table below sets forth the restricted stock and restricted stock unit activity for the year ended December 31, 2022: Number Weighted Non vested, December 31, 2021 506,787 $ 27.68 Shares granted 617,830 20.10 Vested shares (267,554) 27.29 Shares forfeited (187,390) 24.20 Non vested, December 31, 2022 669,673 $ 22.00 There were 48,434, 3,233, and 490,127 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, 2020, 2021, and 2022, respectively. At December 31, 2022, total unrecognized compensation expense in the amount of $8.5 million relates to non-vested restricted stock and restricted stock units, 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: 73,808 shares for $1,855,784 in 2020, 89,944 shares for $2,581,284 in 2021, and 181,801 shares for $4,339,191 in 2022. 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. 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, 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 table below sets forth stock option activity for the year ended December 31, 2021: Number Weighted Weighted Aggregate (in thousands) Outstanding, December 31, 2020 60,504 $ 26.45 8.96 $ 264 Options granted 51,230 27.72 10 $ — Awards exercised — — Options forfeited (10,214) 30.83 Outstanding, December 31, 2021 101,520 $ 26.65 8.39 $ — Exercisable, December 31, 2021 34,547 $ 25.34 7.10 $ — The table below sets forth stock option activity for the year ended December 31, 2022: Number Weighted Weighted Aggregate (in thousands) Outstanding, December 31, 2021 101,520 $ 26.65 8.39 $ — Options granted 56,249 13.90 10 $ — Awards exercised — — Options forfeited (24,181) 27.99 Outstanding, December 31, 2022 133,588 $ 21.04 8.09 $ 37 Exercisable, December 31, 2022 58,782 $ 25.19 6.59 $ — 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, 2020 2021 2022 Expected volatility 48.74 % 44.18 % 48.08 % Expected dividends — % — % — % Expected term, in years 10 10 10 Risk-free interest rate 0.68 % 1.35 % 2.95 % Weighted-average fair value of options granted during the year $ 18.99 $ 15.13 $ 8.53 For the years ended December 31, 2020, 2021, and 2022, there were 60,504, 101,520, and 133,588 anti-dilutive stock options excluded from the calculation of diluted net income per share, respectively. At December 31, 2022, total unrecognized compensation expense in the amount of $0.6 million relates to non-vested stock options, which will be recognized over a weighted average period of 2.2 years. Stock-Based Compensation Expense For the years ended December 31, 2020, 2021, and 2022, the Company recognized stock-based compensation expense as follows: Year Ended December 31, 2020 2021 2022 (In thousands) Instructional costs and services $ 1,535 $ 1,480 $ 1,254 Selling and promotional 1,007 771 823 General and administrative 4,533 5,403 5,932 Total stock-based compensation expense $ 7,075 $ 7,654 $ 8,009 The Company recognized income tax benefits of $1.9 million, $2.3 million, and $1.5 million from vested restricted stock and restricted stock units for the years ended December 31, 2020, 2021, and 2022, respectively. Repurchase The Company’s Board of Directors has approved a stock repurchase program for common stock, under which the Company can annually purchase up to the cumulative number of shares issued or deemed issued in that year under the 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 the Company to repurchase any shares, may be suspended or discontinued at any time, and is funded using available cash. 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 the Company may annually purchase up to the cumulative number of shares issued or deemed issued in that year under its equity incentive and stock purchase plan. The Company’s credit agreement includes restrictions on its ability to repurchase its common stock, and the terms of the Series A Senior Preferred Stock require the consent of the holders of at least 60% of the then outstanding shares of the Series A Senior Preferred Stock in order for the Company to repurchase more than $30.0 million of its common stock in the aggregate. During the year ended December 31, 2020, the Company repurchased 547,563 shares of the Company’s common stock for approximately $13.6 million. During the years ended December 31, 2021 and 2022, the Company did not repurchase shares of common stock. As of December 31, 2022, the Company has remaining $8.4 million under its share repurchase authorization. During the years ended December 31, 2020, 2021, and 2022, the Company was deemed to have repurchased 78,847, 99,469, and 80,764 shares, respectively, 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 the Company’s Board of Directors as described above. Series A Senior Preferred Stock On December 28, 2022, APEI issued $40 million of the Series A Senior Preferred Stock, $0.01 par value per share, to affiliates of existing common stockholders of the Company. The Series A Senior Preferred Stock has cumulative dividends that accrue daily at the initial annual rate, which is equal to the Secured Overnight Financing Rate, or SOFR (selected by the Company for each divided period), plus 10.00%, or an initial rate of 14.55%. On the 30-month anniversary of the closing date, the dividend rate spread shall increase by 2.00% per annum and shall increase by 0.50% per annum at the beginning of each full fiscal quarter thereafter. The dividend rate spread increases 6% in the event of default, a change of control, or other non-compliance as noted in the related Certificate of Designation and the purchase agreement for the shares of Series A Senior Preferred Stock, or the Purchase Agreement. Other than an increase in the dividend rate spread relating to default, in no event will the dividend rate spread exceed SOFR plus 25.00%. Dividend periods will be monthly, quarterly or every six months, at the Company’s option. Dividends will be paid, after declaration by the Company’s Board of Directors, for each dividend period. If the Company selects a dividend period longer than three months, an interim dividend payment will be required for each three month period. The Company evaluated the Series A Senior Preferred Stock at issuance for the embedded derivative features and the potential need for bifurcation under ASC 815-15 Derivatives and Hedging- Embedded Derivatives . The Company engaged an independent valuation firm to assist with the evaluation. As of December 31, 2022, the embedded features identified for bifurcation were determined to have minimal or no value and therefore deemed to not be material to the financial statements. The Series A Senior Preferred Stock has no stated maturity, is not convertible, is not subject to any mandatory redemption, sinking fund or other similar provisions and will remain outstanding unless redeemed at the Company’s option. The Company has the right to redeem the preferred stock pro rata in whole or in part at the price per share equal to the liquidation preference, plus any applicable early premium amount noted in the Certificate of Designation and Purchase Agreement. The Liquidation Preference of $62.2 million is based on the occurrence of a liquidation event, which is also considered an event of default as defined in the Certificate of Designation, as of December 31, 2022. Events of default include an increase of the dividend rate spread of 6.00% and an early premium amount, as defined in the Certificate of Designation. The Series A Senior Preferred Stock has no voting rights for directors or otherwise, except as required by law or with respect to certain protective provisions. Without the consent of at least 60% of the then outstanding shares of Series A Senior Preferred Stock, with certain exceptions, the Company may not, among other things, (i) incur any indebtedness if such incurrence would cause the Company’s Total Net Leverage Ratio (as defined in the Purchase Agreement) to exceed 0.75:1, (ii) issue any capital stock senior to or pari passu with the Series A Senior Preferred Stock, (iii) declare or pay any cash dividends on the Company’s common stock, or (iv) repurchase more than an aggregate of $30 million of the Company’s common stock. |