AMERICAN PUBLIC EDUCATION INC [APEI] Filings

10-Q 1 apei-20240930.htm 10-Q apei-20240930

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
						SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
						SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number: 001-33810

AMERICAN PUBLIC EDUCATION, INC.

(Exact name of registrant as specified in its charter)


Delaware			01-0724376
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification No.)

111 West Congress Street, Charles Town, West Virginia			25414
(Address of principal executive offices)			(Zip Code)

(304) 724-3700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 par value

APEI

Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The total number of shares of common stock outstanding as of November 8, 2024 was 17,712,052.

AMERICAN PUBLIC EDUCATION, INC.

FORM 10-Q

INDEX



			Page
PART I – FINANCIAL INFORMATION

Item 1. Financial Statements			3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			25
Item 3. Quantitative and Qualitative Disclosures About Market Risk			41
Item 4. Controls and Procedures			42


PART II – OTHER INFORMATION


Item 1. Legal Proceedings			42
Item 1A. Risk Factors			42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			47
Item 3. Defaults Upon Senior Securities			47
Item 4. Mine Safety Disclosures			47
Item 5. Other Information			48
Item 6. Exhibits			48

SIGNATURES			49

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

AMERICAN PUBLIC EDUCATION, INC.

Consolidated Balance Sheets

(In thousands, except share and per share amounts)


	As of September 30, 2024		As of December 31, 2023
ASSETS	(Unaudited)
Current assets:
Cash, cash equivalents, and restricted cash (Note 2)	$	162,249	$	144,342
Accounts receivable, net of allowance of $18,109 in 2024 and $15,359 in 2023	42,648		50,973
Prepaid expenses	17,683		13,032
Income tax receivable	5,360		474
Assets held for sale	8,561		8,561
Total current assets	236,501		217,382
Property and equipment, net	92,861		87,503
Operating lease assets, net	97,431		100,023
Deferred income taxes	50,544		51,360
Intangible assets, net	28,234		31,539
Goodwill	59,593		59,593
Other assets, net	4,424		9,986
Total assets	$	569,588	$	557,386
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	10,460	$	8,663
Accrued compensation and benefits	22,099		16,711
Accrued liabilities	15,992		11,476
Deferred revenue and student deposits	27,319		23,830

Lease liabilities, current	13,538		13,309

Total current liabilities	89,408		73,989
Lease liabilities, long-term	96,670		96,739

Long-term debt, net	93,092		94,682
Total liabilities	279,170		265,410
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock, $.01 par value; 10,000,000 shares authorized; 400 shares issued and outstanding in 2024 and 2023, respectively ($122,554 and $138,132 liquidation preference per share, $49,022 and $55,253 in aggregate, for 2024 and 2023, respectively) (Note 11)	39,691		39,691
Common stock, $.01 par value; 100,000,000 shares authorized; 17,710,887 issued and outstanding in 2024; 17,604,371 issued and outstanding in 2023	177		176
Additional paid-in capital	303,670		299,561
Accumulated other comprehensive income	190		1,644
Accumulated deficit	(53,310)		(49,096)
Total stockholders’ equity	290,418		291,976
Total liabilities and stockholders’ equity	$	569,588	$	557,386

The accompanying notes are an integral part of these Consolidated Financial Statements.

AMERICAN PUBLIC EDUCATION, INC.

Consolidated Statements of Income

(In thousands, except per share amounts)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(Unaudited)				(Unaudited)
Revenue	$	153,122	$	150,838	$	460,449	$	447,741
Costs and expenses:
Instructional costs and services	75,401		73,228		224,042		222,115
Selling and promotional	33,459		33,315		99,753		106,205
General and administrative	35,030		30,885		105,733		96,907
Depreciation and amortization	5,080		7,026		15,440		22,735
Impairment of goodwill and intangible assets (Note 5)	—		—		—		64,000

Loss on leases (Note 4)	—		—		3,715		—
Loss (gain) on disposals of long-lived assets	23		(16)		235		17
Total costs and expenses	148,993		144,438		448,918		511,979
Income (loss) from operations before interest and income taxes	4,129		6,400		11,531		(64,238)

Interest expense, net	(631)		(792)		(1,542)		(3,668)
Income (loss) before income taxes	3,498		5,608		9,989		(67,906)
Income tax expense (benefit)	1,236		3,712		2,433		(12,839)
Equity investment loss	—		(5,224)		(4,407)		(5,233)
Net income (loss)	$	2,262	$	(3,328)	$	3,149	$	(60,300)
Preferred stock dividends	1,531		1,525		4,597		4,469
Net income (loss) available to common stockholders	$	731	$	(4,853)	$	(1,448)	$	(64,769)

Income (loss) per common share:
Basic	$	0.04	$	(0.27)	$	(0.08)	$	(3.55)
Diluted	$	0.04	$	(0.27)	$	(0.08)	$	(3.54)
Weighted average number of common shares:
Basic	17,679		17,778		17,604		18,230
Diluted	18,247		17,820		18,076		18,294

The accompanying notes are an integral part of these Consolidated Financial Statements.

AMERICAN PUBLIC EDUCATION, INC.

Consolidated Statements of Comprehensive Income (Loss)

(In thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(Unaudited)				(Unaudited)
Net income (loss)	$	2,262	$	(3,328)	$	3,149	$	(60,300)
Other comprehensive (loss) income, net of tax:
Unrealized (loss) gain on hedging derivatives	(93)		274		444		1,283
Tax effect	23		(84)		(110)		(365)
Unrealized (loss) gain on hedging derivatives, net of taxes	(70)		190		334		918

Reclassification of gains to net income	(807)		(768)		(2,378)		(2,072)
Tax effect	200		235		590		589
Reclassifications of gains to net income, net of taxes	(607)		(533)		(1,788)		(1,483)
Total other comprehensive loss	(677)		(343)		(1,454)		(565)

Comprehensive income (loss)	$	1,585	$	(3,671)	$	1,695	$	(60,865)

The accompanying notes are an integral part of these Consolidated Financial Statements.

AMERICAN PUBLIC EDUCATION, INC.

Consolidated Statements of Stockholders’ Equity (Unaudited)

(In thousands, except share amounts)


							Additional Paid-in Capital		Accumulated Other Comprehensive Income (loss)		Accumulated Deficit		Total Stockholders’ Equity
	Preferred Stock			Common Stock
	Shares	Amount		Shares	Amount
Balance as of December 31, 2023	400	$	39,691	17,604,371	$	176	$	299,561	$	1,644	$	(49,096)	$	291,976
Preferred stock dividends	—	—		—	—		—		—		(1,535)		(1,535)
Issuance of common stock under employee benefit plans	—	—		331,781	3		(3)		—		—		—
Deemed repurchased shares of common and restricted stock for tax withholding	—	—		(113,911)	(1)		(1,339)		—		—		(1,340)
Stock-based compensation	—	—		—	—		1,918		—		—		1,918
Repurchased and retired shares of common stock	—	—		(251,146)	(2)		—		—		(2,766)		(2,768)
Other comprehensive loss	—	—		—	—		—		(294)		—		(294)
Net income	—	—		—	—		—		—		516		516
Balance as of March 31, 2024	400	$	39,691	17,571,095	$	176	$	300,137	$	1,350	$	(52,881)	$	288,473
Preferred stock dividends	—	—		—	—		—		—		(1,531)		(1,531)
Exercise of stock options	—	—		5,796	—		67		—		—		67
Issuance of common stock under employee benefit plans	—	—		94,961	1		—		—		—		1
Deemed repurchased shares of common and restricted stock for tax withholding	—	—		(1,826)	—		(26)		—		—		(26)
Stock-based compensation	—	—		—	—		1,823		—		—		1,823
Repurchased and retired shares of common stock	—	—		—	—		—		—		—		—
Other comprehensive loss	—	—		—	—		—		(483)				(483)
Net income	—	—		—	—		—		—		371		371
Balance as of June 30, 2024	400	$	39,691	17,670,026	$	177	$	302,001	$	867	$	(54,041)	$	288,695
Preferred stock dividends	—	—		—	—		—		—		(1,531)		(1,531)
Issuance of common stock under employee benefit plans	—	—		46,511	—		—		—		—		—
Deemed repurchased shares of common and restricted stock for tax withholding	—	—		(5,650)	—		(92)		—		—		(92)
Stock-based compensation	—	—		—	—		1,761		—		—		1,761
Repurchased and retired shares of common stock	—	—		—	—		—		—		—		—
Other comprehensive loss	—	—		—	—		—		(677)				(677)
Net income	—	—		—	—		—		—		2,262		2,262
Balance as of September 30, 2024	400	$	39,691	17,710,887	$	177	$	303,670	$	190	$	(53,310)	$	290,418

The accompanying notes are an integral part of these Consolidated Financial Statements.

AMERICAN PUBLIC EDUCATION, INC.

Consolidated Statements of Stockholders’ Equity (Unaudited)

(In thousands, except share amounts)


							Additional Paid-in Capital		Accumulated Other Comprehensive Income (loss)		Retained Earnings		Total Stockholders’ Equity
	Preferred Stock			Common Stock
	Shares	Amount		Shares	Amount
Balance as of December 31, 2022	400	$	39,691	18,892,791	$	189	$	292,854	$	3,102	$	13,891	$	349,727
Preferred stock dividends	—	—		—	—		—		—		(1,457)		(1,457)
Issuance of common stock under employee benefit plans	—	—		245,638	3		(3)		—		—		—
Deemed repurchased shares of common and restricted stock for tax withholding	—	—		(85,023)	(1)		(994)		—		—		(995)
Stock-based compensation	—	—		—	—		2,224		—		—		2,224
Repurchased and retired shares of common stock	—	—		(75,000)	(1)		1		—		(371)		(371)
Other comprehensive loss	—	—		—	—		—		(475)		—		(475)
Net loss	—	—		—	—		—		—		(5,740)		(5,740)
Balance as of March 31, 2023	400	$	39,691	18,978,406	$	190	$	294,082	$	2,627	$	6,323	$	342,913
Preferred stock dividends	—	—		—	—		—		—		(1,487)		(1,487)
Issuance of common stock under employee benefit plans	—	—		53,756	1		(1)		—		—		—
Deemed repurchased shares of common and restricted stock for tax withholding	—	—		(1,416)	—		(7)		—		—		(7)
Stock-based compensation	—	—		—	—		2,068		—		—		2,068
Repurchased and retired shares of common stock	—	—		(1,260,357)	(13)		—		—		(7,615)		(7,628)
Other comprehensive gain	—	—		—	—		—		253		—		253
Net loss	—	—		—	—		—		—		(51,232)		(51,232)
Balance as of June 30, 2023	400	$	39,691	17,770,389	$	178	$	296,142	$	2,880	$	(54,011)	$	284,880
Preferred stock dividends	—	—		—	—		—		—		(1,525)		(1,525)
Issuance of common stock under employee benefit plans	—	—		18,140	1		(1)		—		—		—
Deemed repurchased shares of common and restricted stock for tax withholding	—	—		(4,914)	(1)		(26)		—		—		(27)
Stock-based compensation	—	—		—	—		1,733		—		—		1,733
Repurchased and retired shares of common stock	—	—		—	—		—		—		—		—
Other comprehensive gain	—	—		—	—		—		(343)		—		(343)
Net loss	—	—		—	—		—		—		(3,328)		(3,328)
Balance as of September 30, 2023	400	$	39,691	17,783,615	$	178	$	297,848	$	2,537	$	(58,864)	$	281,390

The accompanying notes are an integral part of these Consolidated Financial Statements.

AMERICAN PUBLIC EDUCATION, INC.

Consolidated Statements of Cash Flows

(In thousands)


	Nine Months Ended September 30,
	2024		2023
	(Unaudited)
Operating activities
Net income (loss)	$	3,149	$	(60,300)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	15,440		22,735
Amortization of debt issuance costs	1,123		1,240
Stock-based compensation	5,502		6,025
Equity investment loss	4,407		5,233
Deferred income taxes	816		(13,311)
Loss on disposals of long-lived assets	235		17
Impairment of goodwill and intangible assets	—		64,000


Changes in operating assets and liabilities:
Accounts receivable, net of allowance for bad debt	8,325		13,307
Prepaid expenses	(4,651)		(3,343)
Income tax receivable/payable	(4,886)		(1,302)
Operating leases, net	2,997		3,003
Other assets	(374)		(351)
Accounts payable	1,797		4,168
Accrued compensation and benefits	5,388		3,635
Accrued liabilities	4,516		(1,582)
Deferred revenue and student deposits	3,489		5,483
Net cash provided by operating activities	47,273		48,657
Investing activities

Capital expenditures	(17,728)		(9,505)
Proceeds from the sale of real property	—		123
Net cash used in investing activities	(17,728)		(9,382)
Financing activities
Cash paid for repurchase of common stock	(4,225)		(9,028)
Cash received from exercise of stock options	67		—
Preferred stock dividends paid	(4,597)		(4,466)

Cash paid for principal on borrowings and finance leases	(2,883)		(85)


Net cash used in financing activities	(11,638)		(13,579)
Net increase in cash, cash equivalents, and restricted cash	17,907		25,696
Cash, cash equivalents, and restricted cash at beginning of period	144,342		129,458
Cash, cash equivalents, and restricted cash at end of period	$	162,249	$	155,154

Supplemental disclosure of cash flow information
Interest paid	$	8,183	$	7,863
Income taxes paid	$	6,023	$	1,551

The accompanying notes are an integral part of these Consolidated Financial Statements.

AMERICAN PUBLIC EDUCATION, INC.

Notes to Consolidated Financial Statements

Note 1. Nature of the Business

American Public Education, Inc., or APEI, which together with its subsidiaries is referred to as the “Company,” is a provider of online and campus-based postsecondary education and career learning to students through the following subsidiary institutions:

•American Public University System, Inc., or APUS, provides online postsecondary education directed primarily at the needs of the military, veterans, extended military families, and other public service and service-minded communities, through American Military University, or AMU, and American Public University, or APU. APUS is institutionally accredited by the Higher Learning Commission, or HLC.

•Rasmussen College, LLC, which is referred to herein as Rasmussen University, or RU, a nursing- and health sciences-focused institution, provides postsecondary education to students at 20 campuses in six states and online. RU is institutionally accredited by HLC.

•National Education Seminars, Inc., which is referred to herein as Hondros College of Nursing, or HCN, provides nursing education to students at eight campuses in three states. HCN is institutionally accredited by the Accrediting Bureau for Health Education Schools, or ABHES.

•American Public Training LLC, which is referred to herein as Graduate School USA, or GSUSA, provides career learning and leadership training in-person and online to the federal workforce. GSUSA is accredited by the Accrediting Council for Continuing Education and Training, or ACCET.

The Company’s subsidiary institutions are licensed or otherwise authorized by state authorities to offer education programs to the extent the institutions believe such licenses or authorizations are required, and APUS, RU, and HCN 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.

The Company’s operations are organized into the following reportable segments:

•American Public University System Segment, or APUS Segment. This segment reflects the operational activities of APUS.

•Rasmussen University Segment, or RU Segment. This segment reflects the operational activities of RU.

•Hondros College of Nursing Segment, or HCN Segment. This segment reflects the operational activities of HCN.

Adjustments to reconcile segment results to the Consolidated Financial Statements are included in Corporate and Other. These adjustments include unallocated corporate activity and eliminations, and the operational activities of GSUSA. GSUSA operates as a stand-alone subsidiary of APEI but does not meet the quantitative thresholds to qualify as a reportable segment and does not have other requisite characteristics as a reportable segment. Therefore, GSUSA’s results are combined with and presented within Corporate and Other.

Please refer to “Note 8. Segment Information” for more information on the Company’s reporting segments.

Note 2. Summary of Significant Accounting Policies

A summary of the Company’s significant accounting policies follows:

Basis of Presentation and Accounting

The accompanying unaudited, interim Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP.

Business Combinations

The Company accounts for business combinations in accordance with Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations, or FASB ASC 805, which requires the acquisition method to be used for all business combinations. Under ASC 805, the assets and liabilities of an acquired company are reported at business fair value along with the fair value of acquired intangible assets at the date of acquisition.

Principles of Consolidation

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.

Unaudited Interim Consolidated Financial Information

The unaudited interim Consolidated Financial Statements do not include all the information and notes required by GAAP for audited annual financial statement presentations. In the opinion of management, these statements include all adjustments (consisting of normal recurring adjustments) considered necessary to present a fair statement of the Company’s financial position, results of operations, and cash flows. Operating results for any interim period are not necessarily indicative of the results that may be expected for future periods, including the year ending December 31, 2024. This Quarterly Report on Form 10-Q, or this Quarterly Report, should be read in conjunction with the Consolidated Financial Statements and accompanying notes in its audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, or the Annual Report.

Use of Estimates

In preparing financial statements in conformity with GAAP, the Company is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The Company evaluates these estimates and judgments on an ongoing basis and bases its estimates on experience, current and expected future conditions and various other assumptions that the Company believes are reasonable under the circumstances. Actual results may differ from those estimates under different assumptions or conditions, and the impact of such differences may be material to the Consolidated Financial Statements.

Cash and Cash Equivalents

The Company considers all short-term highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of demand deposits with financial institutions, money market funds, and U.S. Treasury bills. Cash and cash equivalents are Level 1 assets in the fair value reporting hierarchy.

Restricted Cash

Restricted cash includes funds held for students for unbilled educational services that were received from Title IV programs. As a trustee of these Title IV program funds, the Company is required to maintain and restrict these funds pursuant to the terms of the program participation agreement with ED. Restricted cash also includes a $25.1 million restricted certificate of deposit to secure a letter of credit for the benefit of ED on behalf of RU in connection with RU’s 2020 composite score, which is used by ED for determining compliance with financial responsibility standards, being below the minimum required. Restricted cash on the Consolidated Balance Sheets as of September 30, 2024, and December 31, 2023, excluding the restricted certificate of deposit, was $1.7 million and $2.7 million, respectively. Total restricted cash as of September 30, 2024, and December 31, 2023, was $26.8 million and $27.7 million, respectively.

Cash and cash equivalents and restricted cash as of September 30, 2024, and December 31, 2023, were as follows (in thousands):


	As of September 30, 2024		As of December 31, 2023
	(Unaudited)
Cash, cash equivalents, and restricted cash	$	162,249	$	144,342
Less: restricted cash	(26,827)		(27,682)
Total unrestricted cash	$	135,422	$	116,660

Assets Held for Sale

Assets held for sale represent excess real property located in Charles Town, West Virginia for the Company’s APUS Segment. Long-lived assets are classified as held for sale when the assets are expected to be sold within the next 12 months and meet the other relevant held for sale criteria. As such, the property is recorded at the lower of the carrying value or fair value, less costs to sell, until such time the asset is sold.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price of an acquired business over the amount assigned to the assets acquired and liabilities assumed and the fair value assigned to identifiable intangible assets. Goodwill is not amortized. The Company accounts for goodwill and indefinite-lived intangible assets in accordance with FASB ASC 350, Intangibles Goodwill and Other, and Accounting Standards Update, or ASU, 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The Company’s goodwill and intangible assets are deductible for tax purposes.

The Company annually assesses goodwill for impairment in the fourth quarter, or more frequently if events or changes in circumstances indicate that goodwill might be impaired. Goodwill impairment testing consists of an optional qualitative assessment as well as a quantitative test. The quantitative test compares the fair value of a reporting unit to its carrying value. If the carrying value of the reporting unit is greater than zero and its fair value is greater than its carrying amount, there is no impairment. If the carrying value is greater than the fair value, the difference between the two values is recorded as an impairment.

Indefinite-lived and finite-lived intangible assets acquired in business combinations are recorded at fair value on the acquisition date. Finite-lived intangible assets are amortized on a straight-line basis over the estimated useful life of the asset.

The Company reviews its intangible assets for impairment annually, or more frequently if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such assets are not recoverable, an impairment loss is recognized to the extent the carrying amount of the assets exceeds the fair value of the assets.

For additional details regarding goodwill and intangible assets, please refer to “Note 5. Goodwill and Intangible Assets” in these Consolidated Financial Statements.

Investments

The Company accounts for its investments in less than majority owned companies in accordance with FASB ASC 323, Investments – Equity Method and Joint Ventures and FASB ASC 321, Investments – Equity Securities. The Company applies ASC 323 to investments when it can exercise significant influence but does not control the operating and financial policies of the company. This is generally represented by equity ownership of at least 20 percent but not more than 50 percent. Investments accounted for under the equity method are initially recorded at cost and subsequently adjusted by the Company’s share of equity in income or losses after the date of acquisition. The pro rata share of the operating results of the investee is reported in the Consolidated Statements of Income as equity investment income or loss. Investments that do not meet the equity method requirements are accounted for using the cost method under ASC 321 with changes in the fair value of the investment reported in the Consolidated Statements of Income as equity investment income or loss.

The Company periodically evaluates its equity method investment for indicators of an other-than-temporary impairment. Factors the Company considers when evaluating for an other-than-temporary impairment include the duration and severity of the impairment, the reasons for the decline in value, and the potential recovery period. For an investee with impairment indicators, the Company measures fair value based on discounted cash flows or other appropriate valuation methods. 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 or loss, and the equity investment balance is reduced to its fair value accordingly.

In each reporting period, the Company evaluates its cost method investment for observable price changes. Factors the Company may consider when evaluating an observable price change may include significant changes in the regulatory, economic or technological environment, changes in general market conditions, bona fide offers to purchase or sell similar investments, and other criteria.

Management must exercise significant judgment in evaluating the potential impairment of its equity investments.

During the first quarter of 2024, the Company evaluated its equity investments for indicators of impairment and concluded the fair value of a cost method investment was less than its carrying amount. As a result, during the three months ended March 31, 2024, the Company recorded an investment loss of $3.3 million on a 2015 cost method investment, which is included in equity investment loss in the Consolidated Statements of Income and is due to the investee entering into a new convertible debt agreement that resulted in the conversion of the Company’s preferred stock holdings in the investee into common shares, and the dilution of the Company’s ownership percentage. The investment loss recorded reduced the book value of the cost method investment to zero.

During the second quarter of 2024, the Company sold its remaining equity method investment back to the investee, as it was no longer considered a strategic investment. As a result, during the three months ended June 30, 2024, the Company recorded an investment loss of $1.1 million on a 2013 equity method investment, which is included in equity investment loss in the Consolidated Statements of Income. The investment loss recorded reduced the book value of the equity method investment to zero, and at June 30, 2024, the Company no longer has any investments accounted for under ASC 323 and ASC 321.

During the third quarter of 2023, the Company evaluated its equity investments for indicators of impairment and concluded the fair value of a cost method investment was less than its carrying amount. As a result, during the three months ended September 30, 2023, the Company recorded an investment loss of $5.2 million, on a 2012 cost method investment, which is included in equity investment loss in the Consolidated Statements of Income and is due to the sale of the investee with no sales proceeds to the Company. The investment loss recorded reduced the book value of the cost method investment to zero.

The aggregate carrying amount of the Company’s equity investments was $4.4 million at December 31, 2023, and was included in Other assets, net on the accompanying Consolidated Balance Sheets. At September 30, 2024, the recorded value of equity investments was zero.

Stock-based Compensation

The Company accounts for stock-based compensation in accordance with FASB ASC 718, Stock Compensation, which requires companies to expense share-based compensation based on fair value. Stock-based payments may include incentive stock options or non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, performance shares, performance units, cash-based awards, other stock-based awards, including unrestricted shares, or any combination of the foregoing.

Stock-based compensation cost is recognized as an expense generally over a three-year vesting period using the straight-line method for employees and the graded-vesting method for members of the Company’s Board of Directors, or the Board. It is measured using the Company’s closing stock price on the date of the grant. 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. The fair value of each option award is estimated at the date of grant using a Black-Scholes option-pricing model that uses certain assumptions. 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.

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. The Company 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 forfeiture assumption is ultimately adjusted to the actual forfeiture rate. If actual results differ significantly from these estimates, stock-based compensation expense could be higher or lower and have a material impact on the Company’s Consolidated Financial Statements. 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 made under ASC 718.

Stock-based compensation expense for the three and nine months ended September 30, 2024, and 2023 was as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(Unaudited)				(Unaudited)
Instructional costs and services	$	189	$	176	$	609	$	713
Selling and promotional	120		(25)		389		392
General and administrative	1,452		1,582		4,504		4,920
Total stock-based compensation expense	$	1,761	$	1,733	$	5,502	$	6,025

Incentive-based Compensation

The Company provides incentive-based compensation opportunities to certain employees through cash incentive and equity awards. The expense associated with these awards is reflected within the Company’s operating expenses. For the years ending December 31, 2024, and 2023, the Management Development and Compensation Committee of the Board approved annual incentive arrangements for senior management employees. The aggregate amount of awards payable, if any, is dependent upon the achievement of certain Company financial and operational goals and the satisfaction of individual performance goals. Given that the awards are generally contingent upon achieving annual objectives, final determination of the current year incentive awards cannot be made until after the results for the year are finalized. 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. Amounts accrued are subject to change in future interim periods if actual future financial results or operational performance are better or worse than expected. During the three and nine months ended September 30, 2024, the Company recognized an aggregate incentive-based compensation expense of $1.7 million and $5.4 million, respectively, compared to an aggregate benefit of $0.7 million for the three months ended September 30, 2023, and an aggregate expense of $3.2 million for the nine months ended September 30, 2023.

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740, Accounting for Income Taxes. 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.

For the three and nine months ended September 30, 2023, the Company elected to utilize the actual effective tax rate as allowed by FASB ASC 740, Accounting for Income Taxes. The Company calculated the interim tax provision for the three and nine months ended September 30, 2023, as if it was the annual period and determined the income tax expense or benefit on that basis. The Company believed that the actual effective tax rate for the three and nine months ended September 30, 2023, was a better estimate than the annual effective tax rate, as the annual effective tax rate method was highly sensitive to insignificant changes to estimated annual income tax expense or benefit.

Recent Accounting Pronouncements

The Company considers the applicability and impact of all ASUs issued by the FASB. All ASUs issued subsequent to the filing of the Annual Report on March 5, 2024, 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.

Note 3. Revenue

Disaggregation of Revenue

In the following table, revenue, shown net of grants and scholarships, is disaggregated by type of service provided. The table also includes a reconciliation of the disaggregated revenue with the reportable segments (in thousands):


	Three Months Ended September 30, 2024
	(Unaudited)
	APUS		RU		HCN		Corporate and Other		Consolidated
Instructional services, net of grants and scholarships	$	76,037	$	44,263	$	13,014	$	8,044	$	141,358
Graduation fees	794		—		—		—		794
Textbook and other course materials	—		7,814		2,120		—		9,934
Other fees	150		527		359		—		1,036
Total Revenue	$	76,981	$	52,604	$	15,493	$	8,044	$	153,122


	Three Months Ended September 30, 2023
	(Unaudited)
	APUS		RU		HCN		Corporate and Other		Consolidated
Instructional services, net of grants and scholarships	$	75,879	$	43,743	$	11,761	$	8,618	$	140,001
Graduation fees	381		—		—		—		381
Textbook and other course materials	—		7,707		1,796		—		9,503
Other fees	146		623		184		—		953
Total Revenue	$	76,406	$	52,073	$	13,741	$	8,618	$	150,838


	Nine Months Ended September 30, 2024
	(Unaudited)
	APUS		RU		HCN		Corporate and Other		Consolidated
Instructional services, net of grants and scholarships	$	232,261	$	133,675	$	40,303	$	18,642	$	424,881
Graduation fees	1,913		—		—		—		1,913
Textbook and other course materials	—		23,507		7,072		—		30,579
Other fees	511		1,591		974		—		3,076
Total Revenue	$	234,685	$	158,773	$	48,349	$	18,642	$	460,449


	Nine Months Ended September 30, 2023
	(Unaudited)
	APUS		RU		HCN		Corporate and Other		Consolidated
Instructional services, net of grants and scholarships	$	222,224	$	135,452	$	34,858	$	21,142	$	413,676
Graduation fees	1,138		—		—		—		1,138
Textbook and other course materials	—		24,304		5,794		—		30,098
Other fees	579		1,755		495		—		2,829
Total Revenue	$	223,941	$	161,511	$	41,147	$	21,142	$	447,741

Corporate and Other includes tuition and contract training revenue earned by GSUSA and the elimination of intersegment revenue for courses taken by employees of one segment at other segments.

Contract Balances and Performance Obligations

The Company had no contract assets or deferred contract costs as of September 30, 2024, and December 31, 2023.

The Company recognizes a contract liability, or deferred revenue, when a student begins a course, in the case of APUS and GSUSA, or starts a term, in the case of RU and HCN. Deferred revenue at September 30, 2024, was $27.3 million and included $16.8 million in future revenue that had not yet been earned for courses and terms that were in progress, as well as $10.5 million in consideration received in advance for future courses or terms, or student deposits. Deferred revenue at December 31, 2023, was $23.8 million and included $13.8 million in future revenue that had not yet been earned for courses and terms that were in progress, as well as $10.0 million in student deposits. Deferred revenue represents the Company’s performance obligation to transfer future instructional services to students. The Company’s remaining performance obligations represent the transaction price allocated to future reporting periods.

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 Consolidated Balance Sheets. The Company accounts for receivables in accordance with FASB ASC 310, Receivables. 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. Contracts are subsequently reviewed for collectability if significant events or circumstances indicate a change.

The allowance for doubtful accounts is based on management’s evaluation of the status of existing accounts receivable. Among other factors, management considers the age of the receivable, the anticipated source of payment, and historical allowance considerations. Consideration is also given to any specific known risk areas among the existing accounts receivable balances. Recoveries of receivables previously written off are recorded when received. APUS, RU, and GSUSA do not charge interest on past due accounts receivable. HCN charges interest on payment plans when a student graduates or otherwise exits the program. Interest charged by HCN on payment plans was immaterial for the periods presented.

Note 4. Leases

The Company’s principal leasing activities include leases for facilities, which are classified as operating leases, and leases for copiers and printers, which are classified as finance leases.

Leases are classified as operating leases unless they meet any of the criteria below to be classified as a finance lease:

•the lease transfers ownership of the asset at the end of the lease;

•the lease grants an option to purchase the asset that the lessee is expected to exercise;

•the lease term reflects a major part of the asset’s economic life;

•the present value of the lease payments equals or exceeds the fair value of the asset; or

•the asset is specialized with no alternative use to the lessor at the end of the term.

Operating Leases

The Company has operating leases for office space and campus facilities. Some leases include options to terminate or extend for one or more years. These options are included in the lease term when it is reasonably certain that the option will be exercised. The Company leases corporate office space in Florida, under an operating lease that expires in January 2026, and previously leased corporate office space in Maryland under an operating lease that expired in July 2024. The RU Segment leases administrative office space in Minneapolis, Minnesota, and leases 20 campuses located in six states under operating leases that expire through March 2034. The HCN Segment leases administrative office space in Columbus, Ohio, and leases eight campuses located in three states under operating leases that expire through December 2034. GSUSA leases classroom and administrative office space in Washington, D.C. and Honolulu, Hawaii, under operating leases that expire through September 2036.

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. Operating leases

are included in the Operating lease assets, net, and Lease liabilities, current and long-term, on the Consolidated 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. When the lease does not provide an implicit interest rate, the Company uses an incremental borrowing rate based on information available at lease commencement to determine the present value of the lease payments. The ROU assets include all remaining lease payments and exclude lease incentives.

Lease expense for operating leases is recognized on a straight-line basis over the lease term. There are no variable lease payments. Lease expense for the three and nine months ended September 30, 2024, was $4.7 million and $14.2 million, respectively, compared to $5.3 million and $15.7 million for the three and nine months ended September 30, 2023, 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. Cash paid for amounts included in the present value of operating lease liabilities during the three and nine months ended September 30, 2024, was $4.5 million and $12.8 million, respectively, compared to $5.0 million and $15.2 million for the three and nine months ended September 30, 2023, respectively, and is included in operating cash flows.

Loss on leases

During the three months ended March 31, 2024, the Company elected to terminate its RU Segment lease for a planned Dallas, Texas campus. The Company paid a lease termination fee of $2.2 million and recorded a loss of $2.1 million as a result of this lease termination. Additionally, during the three months ended June 30, 2024, the Company paid a lease termination fee of $1.2 million related to the consolidation of two RU campuses in Minnesota.

In May 2024, RU notified the Wisconsin Educational Approval Program that it intends to voluntarily close two Wisconsin campuses, effective December 31, 2025, and 2026, respectively. As a result, the Company recorded a lease impairment of $0.4 million during the three months ended June 30, 2024.

The total loss on leases during the nine months ended September 30, 2024, was $3.7 million and is included in Loss on leases in the Consolidated Statements of Income.

Finance Leases

The Company leases copiers and printers pursuant to leases that are classified as finance leases and that expire in 2027. The Company pledged the assets financed to secure the outstanding leases. As of September 30, 2024, the total finance lease liability was $0.5 million, with an average interest rate of 6.80%. The ROU assets are recorded within Property and equipment, net on the Consolidated Balance Sheets. Lease amortization expense associated with the Company’s finance leases was $0.1 million and $0.2 million for the three and nine months ended September 30, 2024, respectively, compared to $0.1 million for both the three and nine months ended September 30, 2023, and is recorded in Depreciation and amortization expense in the Consolidated Statements of Income.

The following tables present information about the amount and timing of cash flows arising from the Company’s operating and finance leases as of September 30, 2024 (in thousands):


Maturity of Lease Liabilities (Unaudited)	Operating Leases		Finance Leases
2024 (remaining)	4,871		82
2025	18,875		213
2026	17,833		213
2027	16,942		36
2028	15,618		—
2029	13,520		—
2030 and beyond	52,897		—
Total future minimum lease payments	$	140,556	$	544
Less: imputed interest	(30,849)		(43)
Present value of operating lease liabilities	$	109,707	$	501
Less: lease liabilities, current	(13,324)		(214)
Lease liabilities, long-term	$	96,383	$	287


Balance Sheet Classification (Unaudited)
Current:
Operating lease liabilities, current	$	13,324
Finance lease liabilities, current	214
Long-term:
Operating lease liabilities, long-term	96,383
Finance lease liabilities, long-term	287
Total lease liabilities	$	110,208


Other Information (Unaudited)
Weighted average remaining lease term (in years):
Operating leases	8.26
Finance leases	2.29
Weighted average discount rate:
Operating leases	5.5	%
Finance leases	6.8	%

Note 5. Goodwill and Intangible Assets

In connection with its acquisitions of RU and HCN, the Company applied FASB ASC 805 and recorded goodwill of $217.4 million and $38.6 million, respectively, representing the excess of the purchase price over the fair value of assets acquired and liabilities assumed, including identifiable intangible assets. The Company later recorded non-cash impairment charges for RU and HCN Segment goodwill reducing the carrying value to $33.0 million and $26.6 million, respectively. There was no goodwill recorded in connection with the acquisition of GSUSA. There is no goodwill recorded in the APUS Segment.

In addition to goodwill, in connection with the acquisitions of RU and HCN, the Company recorded identified intangible assets with an indefinite useful life in the aggregate amount of $51.0 million and $3.7 million, respectively, which include trade name, accreditation, licensing, and Title IV, and affiliate agreements. The Company later recorded non-cash impairment charges reducing the carrying value of RU Segment indefinite-lived intangible assets to $24.5 million. There were no indefinite-lived intangible assets recorded in conjunction with the acquisition of GSUSA. There are no indefinite-lived intangible assets in the APUS Segment.

The Company recorded $35.5 million, $4.4 million, and $1.0 million of identified intangible assets with a definite useful life in connection with the acquisitions of RU, HCN and GSUSA, respectively. There are no definite-lived intangible assets in the APUS Segment. The Company recorded amortization expense related to definite-lived intangible assets of $0.8 million and $3.3 million for the three and nine months ended September 30, 2024, respectively, compared to $3.0 million and $10.9 million for the three and nine months ended September 30, 2023, respectively.

The Company accounts for goodwill and intangible assets with an indefinite life in accordance with FASB ASC 350, Intangibles Goodwill and Other, and ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The Company annually assesses goodwill and indefinite-lived intangible assets for impairment, or more frequently if events or changes in circumstances indicate that goodwill and indefinite-lived intangible assets might be impaired. Impairment testing consists of an optional qualitative assessment as well as a quantitative test. The quantitative test compares the fair value of the reporting unit to its carrying value. If the carrying value of the reporting unit is greater than zero and its fair value is greater than its carrying amount, there is no impairment. If the carrying value is greater than the fair value, the difference between the two values is recorded as an impairment.

During the three months ended September 30, 2024, in connection with the preparation of this Quarterly Report, the Company performed a qualitative assessment for potential impairment of the RU and HCN Segment goodwill and indefinite-lived intangible assets. As part of the assessment, the Company considered the events and circumstances expressly required by ASC 350, in addition to other entity-specific factors. Factors considered included RU and HCN’s financial and enrollment performance against internal targets, economic factors, and the continued favorable growth outlook for nursing education. After completing the qualitative review of goodwill and indefinite-lived intangible assets for the RU and HCN Segments, the

Company concluded it was more likely than not that the fair value of each of the RU and HCN Segments was more than the respective carrying value, and therefore no quantitative impairment test and no impairment charge was necessary.

During the three months ended June 30, 2023, the Company completed a qualitative assessment of RU and HCN Segment goodwill to determine if an interim goodwill impairment testing was necessary. This evaluation included consideration of enrollment trends and financial performance, as well as industry and market conditions. The Company concluded it was more likely than not the fair value of the RU Segment was less than its carrying amount resulting from RU’s underperformance when compared to 2023 internal targets, projected enrollment trends, the decline in financial performance projected for the remainder of 2023, as compared to prior projections, and the Company’s market value. There were no indicators of impairment at HCN. As a result, the Company completed a quantitative impairment test related to the valuation of its RU Segment goodwill during the second quarter of 2023. The implied fair value of RU Segment goodwill was calculated and compared to the recorded value. As a result, the Company recorded a non-cash impairment charge of $53.0 million and the corresponding tax impact of $15.8 million to reduce the carrying value of RU Segment goodwill to $33.0 million during the three months ended June 30, 2023. The impairment charge recorded eliminated the difference between the fair value and book value of RU Segment goodwill.

The Company also evaluated events and circumstances related to the valuation of its intangible assets recorded within the RU and HCN Segments to determine if there were indicators of impairment. The Company concluded there were indicators of impairment during the three months ended June 30, 2023, of the RU Segment intangible assets. There were no indicators of impairment at HCN. As a result, the Company recorded a non-cash impairment charge of $11.0 million to reduce the carrying values of the RU Segment trade name and RU Segment accreditation, licensing and Title IV indefinite-lived intangible assets during the second quarter of 2023 to $18.5 million and $6.0 million, respectively. The impairment charge recorded eliminated the difference between the fair value of the trade name and accreditation, licensing, and Title IV indefinite lived intangible assets, and their book values.

In total, the Company recorded non-cash impairment charges of $64.0 million during the three months ended June 30, 2023 related to RU Segment goodwill and intangible assets, and the corresponding tax impact.

The Company’s 2023 annual quantitative assessment for impairment concluded that the fair value of RU and HCN Segments exceeded their carrying values by approximately $32.4 million, or 25%, and $7.4 million, or 21%, respectively.

The following table summarizes the changes in the carrying amount of goodwill by reportable segment for the nine months ended September 30, 2024 (in thousands):


	APUS Segment		RU Segment		HCN Segment		Total Goodwill
	(Unaudited)




Goodwill as of December 31, 2023	$	—	$	33,030	$	26,563	$	59,593
Goodwill acquired	—		—		—		—
Impairment	—		—		—		$	—

Goodwill as of September 30, 2024	$	—	$	33,030	$	26,563	$	59,593

The following table represents the balance of the Company’s intangible assets as of September 30, 2024 (in thousands):


	Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount
	(Unaudited)
Finite-lived intangible assets
Student roster	$	20,000	$	20,000	$	—	$	—
Curricula	14,563		14,550		—		13
Student and customer contracts and relationships	4,614		4,614		—		—
Lead conversions	1,500		1,500		—		—
Non-compete agreements	86		86		—		—
Tradename	35		35		—		—
Accreditation and licenses	28		28		—		—
Total finite-lived intangible assets	$	40,826	$	40,813	$	—	$	13
Indefinite-lived intangible assets
Trade name	28,498		—		8,000		20,498
Accreditation, licensing, and Title IV	26,186		—		18,500		7,686
Affiliation agreements	37		—		—		37
Total indefinite-lived intangible assets	54,721		—		26,500		28,221
Total intangible assets	$	95,547	$	40,813	$	26,500	$	28,234

The following table represents the balance of the Company’s intangible assets as of December 31, 2023 (in thousands):


	Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount
Finite-lived intangible assets
Student roster	$	20,000	$	20,000	$	—	$	—
Curricula	14,563		11,400		—		3,163
Student and customer contracts and relationships	4,614		4,465		—		149
Lead conversions	1,500		1,500		—		—
Non-compete agreements	86		86		—		—
Tradename	35		35		—		—
Accreditation and licenses	28		22		—		6
Total finite-lived intangible assets	$	40,826	$	37,508	$	—	$	3,318
Indefinite-lived intangible assets
Trade name	28,498		—		8,000		20,498
Accreditation, licensing, and Title IV	26,186		—		18,500		7,686
Affiliation agreements	37		—		—		37
Total indefinite-lived intangible assets	54,721		—		26,500		28,221
Total intangible assets	$	95,547	$	37,508	$	26,500	$	31,539

For additional information on goodwill and intangible assets, see the Consolidated Financial Statements and accompanying notes in the Annual Report.

Note 6. Income (Loss) Per Common Share

Income (loss) per common share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Net income (loss) available to common stockholders is net income (loss) adjusted for preferred stock dividends declared. Diluted income (loss) per common share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding, increased by 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 income (loss) per common share and the weighted average number of common shares outstanding, on an as if converted basis, used in computing basic and diluted income (loss) per common share (in thousands, expect per share amounts).


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(Unaudited)				(Unaudited)
Income (loss) per common share
Net income (loss)	$	2,262	(3,328)		$	3,149	$	(60,300)
Preferred Stock Dividend	1,531		1,525		4,597		4,469
Net income (loss) available to common shareholders	731		(4,853)		$	(1,448)	$	(64,769)
Basic weighted average shares outstanding	17,679		17,778		17,604		18,230
Income (loss) per common share	$	0.04	$	(0.27)	$	(0.08)	$	(3.55)

Diluted income (loss) per common share
Net income (loss) available to common shareholders	$	731	$	(4,853)	$	(1,448)	$	(64,769)
Basic weighted average shares outstanding	17,679		17,778		17,604		18,230
Effect of dilutive restricted stock and options	568