3 unchanged sentences
(In thousands)
−Removed: As of September 30, 2020 As of December 31, 2019
+Added: As of March 31, 2021 As of December 31, 2020
ASSETS (Unaudited)
2 unchanged sentences
Accounts receivable, net of allowance of $ 6,611 in 2021 and $ 5,983 in 2020
+Added: 13,442 17,652
Prepaid expenses 9,298 6,472
−Removed: Income tax receivable 2,500 1,757
Total current assets 343,556 251,810
11 unchanged sentences
Deferred revenue and student deposits 21,676 22,104
+Added: Income tax payable 1,083 178
Operating lease liabilities, current 2,165 2,392
20 unchanged sentences
(In thousands, except per share amounts)
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2020 2019 2020 2019
−Removed: (Unaudited) (Unaudited)
+Added: Three Months Ended March 31,
Revenue $ 88,541 $ 74,616
4 unchanged sentences
Loss on disposals of long-lived assets 8 166
−Removed: Impairment of goodwill — 1,481 — 7,336
Depreciation and amortization 2,651 3,338
Total costs and expenses 77,904 71,923
−Removed: Income (loss) from operations before interest income and income taxes 3,308 ( 2,913 ) 15,042 4,147
+Added: Income from operations before interest income and income taxes 10,637 2,693
Interest income, net 114 702
−Removed: Income (loss) before income taxes 3,429 ( 1,894 ) 16,044 7,354
−Removed: Income tax expense (benefit) 785 ( 239 ) 4,291 1,596
−Removed: Equity investment income (loss) ( 2 ) 17 ( 2 ) ( 1,464 )
−Removed: Net income (loss) $ 2,642 $ ( 1,638 ) $ 11,751 $ 4,294
−Removed: Net income (loss) per common share:
+Added: Income before income taxes 10,751 3,395
+Added: Income tax expense 2,639 974
+Added: Equity investment loss ( 5 ) ( 1 )
+Added: Net income $ 8,107 $ 2,420
+Added: Net income per common share:
Basic $ 0.50 $ 0.16
15 unchanged sentences
Net income — — — 2,420 2,420
−Removed: Balance as of September 30, 2019 15,628 $ 156 $ 189,691 $ 110,931 $ 300,778
+Added: Balance as of March 31, 2020 14,781 $ 148 $ 190,423 $ 94,778 $ 285,349
Additional Paid-in Capital Retained Earnings Total Stockholders’ Equity
1 unchanged sentence
Balance as of December 31, 2020 14,809 $ 148 $ 195,597 $ 111,180 $ 306,925
+Added: Issuance of common stock in public offering 3,680 37 86,168 — 86,205
Issuance of common stock under employee benefit plans 272 3 ( 3 ) — —
1 unchanged sentence
Stock-based compensation — — 2,180 — 2,180
−Removed: Repurchased and retired shares of common stock ( 548 ) ( 5 ) — ( 13,603 ) ( 13,608 )
Net income — — — 8,107 8,107
−Removed: Balance as of September 30, 2020 14,809 $ 148 $ 193,787 $ 104,109 $ 298,044
+Added: Balance as of March 31, 2021 18,671 $ 187 $ 281,170 $ 119,287 $ 400,644
The accompanying notes are an integral part of these Consolidated Financial Statements.
2 unchanged sentences
(In thousands)
−Removed: Nine Months Ended September 30,
+Added: Three Months Ended March 31,
Operating activities
6 unchanged sentences
Loss on disposals of long-lived assets 8 166
−Removed: Impairment of goodwill — 7,336
Changes in operating assets and liabilities:
11 unchanged sentences
Capital expenditures ( 1,528 ) ( 1,869 )
−Removed: Proceeds from the sale of real property 412 —
Net cash used in investing activities ( 1,528 ) ( 1,869 )
1 unchanged sentence
Cash paid for repurchase of common stock ( 2,773 ) ( 15,554 )
−Removed: Net cash used in financing activities ( 15,705 ) ( 29,813 )
+Added: Cash received from issuance of common stock 86,205 —
+Added: Net cash provided by (used in) financing activities 83,432 ( 15,554 )
Net increase (decrease) in cash, cash equivalents, and restricted cash 93,130 ( 5,901 )
10 unchanged sentences
APUS is institutionally accredited by the Higher Learning Commission, or HLC.
−Removed: • National Education Seminars, Inc., which is referred to herein as Hondros College of Nursing, or HCN, provides nursing education to students enrolled at five campuses in Ohio, and, beginning in April 2020, to students enrolled at a campus in Indianapolis, Indiana, to serve the needs of the nursing and healthcare communities.
+Added: • National Education Seminars, Inc., which is referred to herein as Hondros College of Nursing, or HCN, provides nursing education to students enrolled at six campuses in Ohio, including a campus in Akron that opened in April 2021, and a campus in Indianapolis, Indiana, to serve the needs of the nursing and healthcare communities.
HCN is institutionally accredited by the Accrediting Bureau for Health Education Schools, or ABHES.
−Removed: In March 2020, in response to the novel coronavirus COVID-19 global pandemic, HCN, leveraging the expertise of APUS, shifted to a blended model with online delivery of its courses and on campus delivery of certain labs.
−Removed: HCN has since fully reopened its campuses, using smaller in person classes with screening, social distancing and masking requirements while continuing to offer courses in a virtual setting for those that prefer remote course learning.
−Removed: There can be no assurance that HCN will not need to again further limit campus interactions or close its campuses in response to the COVID-19 pandemic or as a result of location regulations.
+Added: In March 2020, in response to the novel coronavirus COVID-19 global pandemic, HCN shifted to a blended model with online delivery of its courses and on campus delivery of certain labs.
+Added: HCN later fully reopened its campuses, using smaller in person classes with screening, social distancing, and masking requirements, while continuing to offer courses in a virtual setting for those that prefer remote course learning.
+Added: There can be no assurance that HCN will not need to again further limit campus interactions or close its campuses in response to the COVID-19 pandemic or as a result of local regulations.
The Company’s institutions are licensed or otherwise authorized, or are in the process of obtaining such licenses or authorizations, to offer postsecondary education programs by state authorities to the extent the institutions believe such licenses or authorizations are required, and are certified by the United States Department of Education, or ED, to participate in student financial aid programs authorized under Title IV of the Higher Education Act of 1965, as amended, or Title IV programs.
8 unchanged sentences
Principles of Consolidation
−Removed: The accompanying unaudited interim Consolidated Financial Statements include accounts of APEI and its wholly-owned subsidiaries.
+Added: The accompanying unaudited interim Consolidated Financial Statements include the accounts of APEI and its wholly-owned subsidiaries.
All material intercompany transactions and balances have been eliminated in consolidation.
10 unchanged sentences
Cash, cash equivalents, and restricted cash includes funds held for students for unbilled educational services that were received from Title IV programs.
−Removed: The Company is required to maintain and restrict these funds pursuant to the terms of the applicable institution’s program participation agreement with the U.S.
−Removed: Department of Education.
−Removed: Restricted cash on the Company’s Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019 was $ 1.6 million and $ 1.3 million, respectively.
+Added: The Company is required to maintain and restrict these funds pursuant to the terms of the applicable institution’s program participation agreement with ED.
+Added: Restricted cash on the Company’s Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020 was $ 1.0 million and $ 1.2 million, respectively.
The Company periodically evaluates its equity method investment for indicators of an other-than-temporary impairment.
1 unchanged sentence
For an investee with impairment indicators, the Company measures fair value on the basis of discounted cash flows or other appropriate valuation methods.
−Removed: If it is probable that the Company will not recover the carrying amount of the investment, the impairment is considered other-than-temporary and recorded in equity investment income (loss), and the equity investment balance is reduced to fair value.
−Removed: Each reporting period the Company evaluates its cost method investments for observable price changes.
+Added: If it is probable that the Company will not recover the carrying amount of the investment, the impairment is considered other-than-temporary and recorded in equity investment income (loss), and the equity investment balance is reduced to its fair value.
+Added: For each reporting period, the Company evaluates its cost method investments for observable price changes.
Factors the Company may consider when evaluating an observable price may include significant changes in the regulatory, economic or technological environment, changes in the general market condition, bona fide offers to purchase or sell similar investments, and other criteria.
−Removed: Management must exercise significant judgment in evaluating the potential impairment of its equity investments.
−Removed: The Company evaluated its equity method and cost method investments for impairment as of September 30, 2020, including a review of any impacts related to the COVID-19 pandemic, and determined none of the investments were impaired.
+Added: Management must exercise significant judgment in evaluating the potential impairment of its equity and cost method investments.
+Added: The Company evaluated its equity method and cost method investments for impairment as of March 31, 2021, including a review of any impacts related to the COVID-19 pandemic, and determined none of the investments were impaired.
Goodwill and Indefinite-lived Intangible Assets
−Removed: The Company evaluated events and circumstances related to the valuation of goodwill through September 30, 2020 to determine if there were indicators of impairment.
+Added: During the three months ended March 31, 2021 and 2020, the Company evaluated events and circumstances related to the valuation of goodwill through March 31, 2021 and 2020, respectively, to determine if there were indicators of impairment.
This evaluation included consideration of enrollment trends and financial performance, as well as industry and market conditions, and the impact of the COVID-19 pandemic.
−Removed: This evaluation concluded there were no indicators of impairment during the period, and consequently, there was no impairment during the three and nine months ended September 30, 2020.
−Removed: During the three months ended March 31, 2019 and September 30, 2019, the Company completed an interim goodwill impairment test as a result of circumstances that included HCN’s underperformance against 2019 internal targets and overall 2019 financial performance.
−Removed: During the three months ended March 31, 2019, the implied fair value of goodwill was calculated and compared to the recorded goodwill, and the Company determined the fair value of goodwill was $ 28.0 million, or $ 5.9 million less than its carrying value.
−Removed: During the three months ended September 30, 2019, the implied fair value of goodwill was calculated and compared to the recorded goodwill, and the Company determined the fair value of goodwill was $ 26.6 million, or $ 1.5 million less than its carrying value.
−Removed: As a result, the Company recorded pre-tax, non-cash impairments of $ 5.9 million and $ 1.5 million during the three months ended March 31, 2019 and September 30, 2019, respectively, to reduce the carrying value of its goodwill.
−Removed: There was no impairment of the intangible assets in either period.
+Added: These evaluations concluded there were no indicators of impairment during the period, and consequently, there was no impairment of goodwill or intangible assets during the three months ended March 31, 2021 and 2020.
For additional information on goodwill and intangible assets, see the Company’s Consolidated Financial Statements and accompanying notes in its audited financial statements included in the Annual Report.
3 unchanged sentences
An accelerated one-year period is used to recognize stock-based compensation cost for employees who have reached certain service and retirement eligibility criteria on the date of grant.
−Removed: The fair value of each option award is estimated at the date of grant using a Black-Scholes option-pricing model.
+Added: The fair value of each option award is estimated at the date
+Added: of grant using a Black-Scholes option-pricing model that uses certain assumptions, including assumptions with respect to expected stock price volatility and the risk-free interest rate.
Judgment is required in estimating the percentage of share-based awards that are expected to vest, and in the case of performance stock units, or PSUs, the level of performance that will be achieved and the number of shares that will be earned.
2 unchanged sentences
If actual results differ significantly from these estimates, stock-based compensation expense could be higher and have a material impact on the Company’s Consolidated Financial Statements.
−Removed: Estimates of fair value are subjective and are not intended to predict actual future events, and subsequent events are not indicative of the reasonableness of the original estimates of fair value.
−Removed: On May 15, 2020, the Company’s stockholders approved an amendment to the American Public Education, Inc.
−Removed: 2017 Omnibus Plan, or the 2017 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.
−Removed: Stock-based compensation expense for the three and nine months ended September 30, 2020 and 2019 was as follows (in thousands):
−Removed: Three Months Ended September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2020 2019 2020 2019
−Removed: (Unaudited) (Unaudited)
+Added: Estimates are subjective and are not intended to predict actual future events, and subsequent events are not indicative of the reasonableness of the original estimates of fair value.
+Added: Stock-based compensation expense for the three months ended March 31, 2021 and 2020 was as follows (in thousands):
+Added: Three Months Ended March 31,
Instructional costs and services $ 466 $ 478
11 unchanged sentences
Amounts accrued are subject to change in future interim periods if actual future financial results or operational performance are better or worse than expected.
−Removed: The Company recognized an aggregate expense associated with the Company’s current year annual incentive-based compensation plans of approximately $ 2.1 million and $ 5.1 million during the three and nine month periods ended September 30, 2020, respectively, compared to an aggregate expense of $ 0.9 million and $ 2.2 million during the three and nine month periods ended September 30, 2019, respectively.
−Removed: Other Employee Benefits
−Removed: On May 15, 2020, the Company’s stockholders approved an amendment to the American Public Education, Inc.
−Removed: Employee Stock Purchase Plan, or ESPP, to increase the number of shares of the Company’s common stock available for issuance under the plan by 100,000 shares and extend the term of the ESPP to May 15, 2030.
−Removed: As of September 30, 2020, 102,073 shares remained available for purchase under the ESPP, including the 100,000 additional shares reserved under the plan following the stockholder approval.
+Added: The Company recognized an aggregate expense associated with the Company’s current year annual incentive-based compensation plans of approximately $ 1.2 million during the three month period ended March 31, 2021, compared to an aggregate expense of $ 1.3 million during the three month period ended March 31, 2020.
+Added: On March 1, 2021, we completed an underwritten public offering of 3,680,000 shares of our common stock at a price to the public of $ 25.00 per share for net proceeds of approximately $ 86.2 million, after deducting underwriting discounts and commissions and other offering expenses.
The Company determines its interim tax provision by applying the estimated income tax rate expected for the full calendar year to income before income taxes for the period adjusted for discrete items.
Recent Accounting Pronouncements
−Removed: In June 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No.
−Removed: 2016-13, Financial Instruments - Credit Losses, which is included in Accounting Standards Codification, or ASC , Topic 326, Measurement of Credit Losses on Financial Instruments with certain amendments made to the standard in November 2018 through ASU No.
−Removed: 2018-9, Codification Improvements to Topic 326, Financial Instruments - Credit Losses.
−Removed: The new guidance revises the accounting requirements related to the measurement of credit losses and requires entities to measure all expected credit losses for financial assets based on historical experience, current conditions, and reasonable and supportable forecasts about collectability.
−Removed: Assets must be presented in the financial statements at the net amount expected to be collected.
−Removed: The guidance is effective for the fiscal years beginning after December 15, 2019, including interim periods within those fiscal years.
−Removed: Early adoption was permitted.
−Removed: The adoption of this standard was effective January 1, 2020 and did not have a material impact on the Company’s Consolidated Financial Statements.
−Removed: In August 2018, the FASB issued ASU No.
−Removed: 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):
−Removed: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract , which amends ASC 350-40 to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract.
−Removed: This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software or software licenses.
−Removed: The accounting for the service element of a hosting arrangement that is a service contract is not affected by this amendment.
−Removed: The guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years.
−Removed: Early adoption was permitted.
−Removed: The Company adopted this standard effective January 1, 2020 using the prospective approach.
−Removed: The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements.
−Removed: The Company considers the applicability and impact of all ASUs issued by the FASB.
−Removed: All other ASUs issued subsequent to the filing of the Annual Report on March 10, 2020 were assessed and determined to be either inapplicable or not expected to have a material impact on the Company’s consolidated financial position and/or results of operations.
+Added: The Company considers the applicability and impact of all Accounting Standards Updates, or ASUs, issued by the Financial Accounting Standards Board, or FASB.
+Added: All ASUs issued subsequent to the filing of the Annual Report on March 9, 2021 were assessed and determined to be either inapplicable or not expected to have a material impact on the Company’s consolidated financial position and/or results of operations.
+Added: Acquisition Activity
+Added: On October 28, 2020, the Company entered into a definitive agreement to acquire Rasmussen University, a nursing- and health sciences-focused institution serving over 18,000 students at its 24 campuses across six states and online, which the Company refers to as the Rasmussen Acquisition.
+Added: Pursuant to the terms of a Membership Purchase Agreement, or the Rasmussen Agreement, the Company agreed to purchase from FAH Education, LLC, all of the units of membership interests in Rasmussen LLC, Rasmussen University’s parent company, for $ 300 million in cash and $ 29 million in shares of a new series of non-voting preferred stock of the Company to be issued at the closing of the Rasmussen Acquisition (or, at the Company’s election, up to an additional $ 29 million in cash in lieu thereof), subject to customary adjustments, including for net working capital, cash and debt of the acquired companies.
+Added: The Rasmussen Acquisition is expected to close in the third quarter of 2021, subject to the satisfaction or waiver of closing conditions that include, among others, regulatory review by ED, approval by HLC, and approval by or notices to other regulatory and accrediting bodies.
+Added: In connection with entering into the Rasmussen Agreement, on October 28, 2020, the Company entered into a senior secured credit facilities commitment letter or the Commitment Letter, with Macquarie Capital (USA) Inc., or Macquarie Capital, and Macquarie Capital Funding LLC, or Macquarie Lender.
+Added: Pursuant to the terms of the Commitment Letter, Macquarie Lender committed to provide (i) a senior secured term loan facility in the aggregate principal amount of $ 175 million, or the Term Facility and (ii) a senior secured revolving loan facility in an aggregate commitment amount of $ 20 million (together with the Term Facility, the Facilities).
+Added: On January 26, 2021, the Company entered into a joinder agreement pursuant to which Macquarie assigned a portion of the commitments to Truist Bank and Truist Securities, Inc., or together, Truist.
+Added: Macquarie Capital and Truist will act as lead arrangers and bookrunners with respect to the Facilities.
+Added: In April 2021, Macquarie Capital informed the Company that it had successfully syndicated the Facilities and allocated expected commitments from lenders to be funded in connection with the closing of the Facilities, or the Closing, subject to the execution of final documentation.
+Added: The Facilities are expected to bear interest at a per annum rate equal to LIBOR (subject to a floor of 0.75 %) plus an applicable margin of 5.50 %.
+Added: In addition, the Company expects that it will pay to the lenders (i) holding commitments in respect of the Term Facility, and (ii) an upfront fee at Closing equal to 2.0 % of the stated principal amount of the Term Facility.
+Added: The terms of the Facilities are not final and are subject to entering into final documentation at Closing.
Disaggregation of Revenue
1 unchanged sentence
The table also includes a reconciliation of the disaggregated revenue with the reportable segments (in thousands):
−Removed: Three Months Ended September 30, 2020
−Removed: APEI HCN Intersegment Consolidated
−Removed: Instructional services, net of grants and scholarships $ 69,010 $ 7,977 $ ( 18 ) $ 76,969
−Removed: Graduation fees 400 — — 400
−Removed: Textbook and other course materials — 1,411 — 1,411
−Removed: Other fees 200 153 — 353
−Removed: Total Revenue $ 69,610 $ 9,541 $ ( 18 ) $ 79,133
−Removed: Three Months Ended September 30, 2019
−Removed: APEI HCN Intersegment Consolidated
−Removed: Instructional services, net of grants and scholarships $ 60,668 $ 5,722 $ ( 25 ) $ 66,365
−Removed: Graduation fees 352 — — 352
−Removed: Textbook and other course materials — 854 — 854
−Removed: Other fees 197 120 — 317
−Removed: Total Revenue $ 61,217 $ 6,696 $ ( 25 ) $ 67,888
−Removed: Nine Months Ended September 30, 2020
+Added: Three Months Ended March 31, 2021
APEI HCN Intersegment Consolidated
4 unchanged sentences
Total Revenue $ 77,422 $ 11,132 $ ( 13 ) $ 88,541
−Removed: Nine Months Ended September 30, 2019
+Added: Three Months Ended March 31, 2020
APEI HCN Intersegment Consolidated
7 unchanged sentences
Contract Balances and Performance Obligations
−Removed: The Company has no contract assets or deferred contract costs as of September 30, 2020 and December 31, 2019.
+Added: The Company has no contract assets or deferred contract costs as of March 31, 2021 and December 31, 2020.
The Company recognizes a contract liability, or deferred revenue, when a student begins an online course or term, in the case of APUS, or starts a term, in the case of HCN.
−Removed: Deferred revenue at September 30, 2020 was $ 25.5 million and includes $ 17.0 million in future revenue that has not yet been earned for courses and terms that are in progress, as well as $ 8.5 million in consideration received in advance for future courses or terms, or student deposits.
+Added: Deferred revenue at March 31, 2021 was $ 21.7 million and includes $ 9.0 million in future revenue that has not yet been earned for courses and terms that are in progress, as well as $ 12.7 million in consideration received in advance for future courses or terms, or student deposits.
Deferred revenue at December 31, 2020 was $ 22.1 million and includes $ 13.7 million in future revenue that has not yet been earned for courses and terms that are in progress, as well as $ 8.4 million in student deposits.
1 unchanged sentence
The Company’s remaining performance obligations represent the transaction price allocated to future reporting periods.
−Removed: The Company has elected, as a practical expedient, not to disclose additional information about unsatisfied performance obligations for contracts with customers that have an expected duration of one year or less.
+Added: The Company has elected, as a practical expedient, not to disclose additional information about unsatisfied performance obligations for contracts with students that have an expected duration of one year or less.
When the Company begins performing its obligations, a contract receivable is created, resulting in accounts receivable on the Company’s Consolidated Balance Sheets.
−Removed: The Company accounts for receivables in accordance with FASB ASC 310, Receivables .
+Added: The Company accounts for receivables in accordance with FASB Accounting Standards Codification 310, Receivables, or ASC 310.
The Company uses the portfolio approach, a practical expedient, to evaluate if a contract exists and to assess collectability at the time of contract inception based on historical experience.
5 unchanged sentences
APUS does not charge interest on past due accounts receivable.
−Removed: HCN charges interest on payment plans when a student leaves upon graduation or exit of the program.
−Removed: Interest income earned on open receivables during the three and nine months ended September 30, 2020 was approximately $ 4,900 and $ 13,520 , respectively, compared to interest income of approximately $ 3,200 and $ 11,400 earned during the three and nine months ended September 30, 2019, respectively.
−Removed: For the three and nine months ended September 30, 2020, there were no material adverse impacts to revenue, deferred revenue, or accounts receivable due to the COVID-19 pandemic.
+Added: HCN charges interest on payment plans when a student graduates or otherwise exits the program.
+Added: Interest income earned on open receivables during the three months ended March 31, 2021 and 2020 was approximately $ 3,000 and $ 4,000 , respectively.
+Added: For the three months ended March 31, 2021, there were no material adverse impacts to revenue, deferred revenue, or accounts receivable due to the COVID-19 pandemic.
The Company has operating leases for office space and campus facilities.
2 unchanged sentences
The APEI Segment leases corporate and administrative office space in Maryland and Virginia under operating leases that expire through May 2022.
−Removed: The HCN Segment leases administrative office space in suburban Columbus, Ohio, and leases six campuses, located in the suburban areas of Cincinnati, Cleveland, Columbus, Dayton, and Toledo, Ohio, and, beginning in April 2020, Indianapolis, Indiana, under operating leases that expire through June 2029.
+Added: The HCN Segment leases administrative office space in suburban Columbus, Ohio, and leases campuses located in the suburban areas of Akron, Cincinnati, Cleveland, Columbus, Dayton, and Toledo, Ohio and Indianapolis, Indiana under operating leases that expire through June 2029.
Operating lease assets are right of use, or ROU, assets, which represent the right to use the underlying assets for the lease term.
Operating lease liabilities represent the obligation to make lease payments arising from the lease.
−Removed: Operating leases are included in the Operating lease assets, net, and Operating lease liabilities, current and long-term, on the Consolidated Balance Sheets.
+Added: Operating leases are included in the Operating lease assets, net, and Operating lease liabilities, current and long-term, on the Consolidated
+Added: Balance Sheets.
These assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term.
3 unchanged sentences
There are no variable lease payments.
−Removed: Lease expense for the three and nine month periods ended September 30, 2020 was $ 0.7 million and $ 2.2 million, respectively, compared to $ 0.6 million and $ 1.9 million for the three and nine month periods ended September 30, 2019, respectively.
+Added: Lease expense for the three month periods ended March 31, 2021 and 2020 was $ 0.8 million and $ 0.7 million, respectively.
These costs are primarily related to long-term operating leases, but also include amounts for short-term leases with terms greater than 30 days that are not material.
−Removed: Cash paid for amounts included in the present value of operating lease liabilities during the three and nine month periods ended September 30, 2020 was $ 0.7 million and $ 2.2 million, respectively, and is included in operating cash flows.
−Removed: Cash paid for amounts included in the present value of operating lease liabilities during the three and nine month periods ended September 30, 2019 was $ 0.6 million and $ 1.8 million, respectively, and is included in operating cash flows.
−Removed: The following tables present information about the amount and timing of cash flows arising from the Company’s operating leases as of September 30, 2020 (dollars in thousands):
+Added: Cash paid for amounts included in the present value of operating lease liabilities during each of the three month periods ended March 31, 2021 and 2020 was $ 0.7 million and is included in operating cash flows.
+Added: The following tables present information about the amount and timing of cash flows arising from the Company’s operating leases as of March 31, 2021 (dollars in thousands):
Maturity of Lease Liabilities (Unaudited) Lease Payments
13 unchanged sentences
Basic net income per common share is based on the weighted average number of shares of common stock outstanding during the period.
−Removed: Diluted net income per common share increases the shares used in the per share calculation by the dilutive effects of restricted stock awards.
+Added: Diluted net income per common share increases the shares used in the per share calculation by the dilutive effects of restricted stock and option awards.
The table below reflects the calculation of the weighted average number of common shares outstanding, on an as if converted basis, used in computing basic and diluted net income per common share (in thousands).
−Removed: Three Months Ended September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2020 2019 2020 2019
−Removed: (Unaudited) (Unaudited)
+Added: Three Months Ended March 31,
Basic weighted average shares outstanding 16,211 15,024
−Removed: Effect of dilutive restricted stock 214 154 151 152
+Added: Effect of dilutive restricted stock and options 211 92
Diluted weighted average shares outstanding 16,422 15,116
The table below reflects a summary of securities that could potentially dilute basic net income per common share in future periods that were not included in the computation of diluted earnings per share because the effect would have been antidilutive.
−Removed: Three Months Ended September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2020 2019 2020 2019
−Removed: (Unaudited) (Unaudited)
+Added: Three Months Ended March 31,
Antidilutive securities:
9 unchanged sentences
A summary of financial information by reportable segment is as follows (in thousands):
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2020 2019 2020 2019
−Removed: (Unaudited) (Unaudited)
+Added: Three Months Ended March 31,
American Public Education Segment
1 unchanged sentence
Hondros College of Nursing Segment
−Removed: 9,541 6,696 25,682 21,584
Intersegment elimination ( 13 ) ( 17 )
4 unchanged sentences
Hondros College of Nursing Segment
−Removed: 159 239 473 763
Total Depreciation and amortization $ 2,651 $ 3,338
3 unchanged sentences
Hondros College of Nursing Segment
−Removed: 466 ( 3,158 ) ( 455 ) ( 10,214 )
Intersegment elimination — 1
3 unchanged sentences
American Public Education Segment
−Removed: $ 119 $ 1,006 986 $ 3,176
Hondros College of Nursing Segment
4 unchanged sentences
Hondros College of Nursing Segment
−Removed: 130 ( 1,607 ) ( 116 ) ( 3,570 )
−Removed: Total Income tax expense (benefit) $ 785 $ ( 239 ) 4,291 $ 1,596
+Added: Total Income tax expense $ 2,639 $ 974
Capital expenditures:
2 unchanged sentences
Hondros College of Nursing Segment
−Removed: 7 160 156 543
Total Capital expenditures $ 1,528 $ 1,869
2 unchanged sentences
A summary of the Company’s consolidated assets by reportable segment is as follows (in thousands):
−Removed: As of September 30, 2020 As of December 31, 2019
+Added: As of March 31, 2021 As of December 31, 2020
American Public Education Segment
7 unchanged sentences
The Company bases these accruals on management’s estimate of such costs, which may vary from the ultimate costs and expenses, associated with any such contingency.
−Removed: From time to time the Company may be involved in legal matters in the normal course of its business.
+Added: From time to time, the Company is involved in legal matters in the normal course of its business.
Concentration
APUS students utilize various payment sources and programs to finance their educational expenses, including funds from:
−Removed: Department of Defense, or DoD, tuition assistance programs;
−Removed: education benefit programs administered by the U.S.
+Added: Department of Defense, or DoD, tuition assistance programs, or TA, education benefit programs administered by the U.S.
Department of Veterans Affairs, or VA;
−Removed: and federal student aid from Title IV programs;
−Removed: as well as cash and other sources.
−Removed: Reductions in or changes to DoD tuition assistance, VA education benefits, Title IV programs, and other payment sources could have a significant impact on the Company’s operations.
−Removed: As of September 30, 2020, approximately 60 % of APUS students self-reported that they served in the military on active duty at the time of initial enrollment.
+Added: and federal student aid from Title IV programs, as well as cash and other sources.
+Added: Reductions in or changes to TA, VA education benefits, Title IV programs, and other payment sources could have a significant impact on the Company’s operations.
+Added: As of March 31, 2021, approximately 62 % of APUS students self-reported that they served in the military on active duty at the time of initial enrollment.
Active duty military students generally take fewer courses per year on average than non-military students.
−Removed: A summary of APEI Segment revenue derived from students by primary funding source for the three and nine month periods ended September 30, 2020 and 2019 is included in the table below (unaudited):
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2020 2019 2020 2019
+Added: A summary of APEI Segment revenue derived from students by primary funding source for the three month periods ended March 31, 2021 and 2020 is included in the table below (unaudited):
+Added: Three Months Ended March 31,
DoD tuition assistance programs 45 % 41 %
2 unchanged sentences
Cash and other sources 14 % 13 %
−Removed: A summary of HCN Segment revenue derived from students by primary funding source for the three and nine month periods ended September 30, 2020 and 2019 is included in the table below (unaudited):
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2020 2019 2020 2019
+Added: A summary of HCN Segment revenue derived from students by primary funding source for the three month periods ended March 31, 2021 and 2020 is included in the table below (unaudited):
+Added: Three Months Ended March 31,
Title IV programs 81 % 81 %
1 unchanged sentence
VA education benefits 1 % 2 %
−Removed: Subsequent Events
−Removed: On October 28, 2020, the Company entered into a definitive agreement to acquire Rasmussen University, a nursing- and health sciences-focused institution serving over 18,000 students at its 24 campuses across six states and online.
−Removed: Pursuant to the terms of a Membership Interest Purchase Agreement (the “Rasmussen Agreement”) with FAH Education, LLC (“Seller”), Rasmussen, LLC (“Rasmussen”) and Rasmussen College, LLC (together with Rasmussen, the “Acquired Companies”), a wholly owned subsidiary of Rasmussen, the Company agreed to purchase from Seller all of the units of membership interests in Rasmussen (the “Rasmussen Acquisition”) for $ 300 million in cash consideration and $ 29 million in shares of a new series of non-voting preferred stock of the Company to be issued at the closing of the Rasmussen Acquisition (the “Closing”) (or, at the Company’s election, up to an additional $ 29 million in cash in lieu thereof), subject to customary adjustments, including for net working capital, cash and debt of the Acquired Companies prior to the Closing.
−Removed: The Rasmussen Acquisition is expected to close in the third quarter of 2021, subject to the satisfaction or waiver of closing conditions that include, among others, regulatory review by the U.S.
−Removed: Department of Education, approval by the Higher Learning Commission, and approval by or notices to other regulatory and accrediting bodies.
−Removed: In connection with entering into the Rasmussen Agreement, on October 28, 2020, the Company entered into a senior secured credit facilities commitment letter (the “Commitment Letter”) with Macquarie Capital (USA) Inc.
−Removed: (“Macquarie Capital”) and Macquarie Capital Funding LLC (“Macquarie Lender”), pursuant to which Macquarie Lender committed to provide (i) a senior secured term loan facility in the aggregate principal amount of $ 175 million (the “Term Facility”) and (ii) a senior secured revolving loan facility in an aggregate commitment amount of $ 20 million (together with the Term Facility, the “Facilities”).
−Removed: Macquarie Capital will act as lead arranger and bookrunner with respect to the Facilities.
−Removed: The Company currently expects to pay up to $ 175 million of the cash consideration for the Rasmussen Acquisition with proceeds from the Facilities.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.