Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
In this Quarterly Report on Form 10-Q, “we,” “our,” “us,” “the Company” and similar terms refer to American Public Education, Inc., or “APEI,” and its subsidiary institutions collectively unless the context indicates otherwise. The following discussion of our historical results of operations and our liquidity and capital resources should be read in conjunction with the Consolidated Financial Statements and related notes that appear elsewhere in this Quarterly Report on Form 10-Q and the audited financial information and related notes, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations and other disclosures, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, or our Annual Report.
Forward-Looking Statements
Some of the statements contained in this Quarterly Report on Form 10-Q that are not historical facts are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We intend such forward-looking statements, including statements regarding our operations, performance and financial condition, strategic initiatives, and the regulatory and competitive environments affecting our business, to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Exchange Act. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this Quarterly Report on Form 10-Q is filed with the Securities and Exchange Commission, or the SEC. We may, in some cases, use words such as “project,” “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “should,” “would,” “could,” “potentially,” “will,” or “may,” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or are within our control. If a change occurs, our business, financial condition and results of operations may vary materially from those expressed in our forward-looking statements. There are a number of important factors that could cause actual results to differ materially from the results anticipated by these forward-looking statements. These important factors include those that we discuss in this section of this Quarterly Report on Form 10-Q, in the “Risk Factors” section of this Quarterly Report on Form 10-Q, in the “Risk Factors” section of our Annual Report, and in our various filings with the SEC. You should read these factors and the other cautionary statements made in this Quarterly Report on Form 10-Q in combination with the more detailed description of our business in our Annual Report as being applicable to all related forward-looking statements wherever they appear in this Quarterly Report. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Overview
Background
We are a provider of online and on-campus postsecondary education to approximately 82,100 students through two subsidiary institutions. Our subsidiary institutions offer programs designed to prepare individuals for productive contributions to their professions and society, and to offer opportunities that may advance students in their current professions or help them prepare for their next career. Our subsidiary institutions are licensed or otherwise authorized by state authorities, or are in the process of obtaining such licenses or authorizations, to offer postsecondary education programs 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.
Our wholly-owned operating subsidiary institutions include the following:
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American Public University System, Inc., or APUS, provides online postsecondary education to approximately 80,700 adult learners. APUS is an accredited university system with a history of serving the academic needs of the military, military-affiliated and public service communities through two brands: American Military University, or AMU, and American Public University, or APU.
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APUS offers 120 degree programs and 111 certificate programs in diverse fields of study, with a particular focus on those relevant to today’s job market and emerging fields. Fields of study include business administration, health science, technology, criminal justice, education and liberal arts, as well as national security, military studies,
intelligence, and homeland security. APUS has regional accreditation from the Higher Learning Commission, or HLC, and several of its academic programs have specialized accreditation granted by industry-governing organizations.
In November 2018, HLC approved APUS’s application for a change in structure related to APUS’s proposal to enter into a shared services model with APEI and we entered into an intercompany agreement to implement the shared services model. As required by HLC policy, HLC conducted a focused site visit in May 2019. The site visit team found that evidence of compliance with APUS’s commitments made in its application and with HLC’s Eligibility Requirements and Criteria for Accreditation was sufficiently demonstrated and recommended no further follow up. In August 2019, HLC notified APUS that the Institutional Actions Council of the HLC, which conducts reviews and takes action on accreditation recommendations, concurred with the site visit team’s findings.
In August 2019, after an extensive search, Angela Selden was appointed Chief Executive Officer of APEI, effective September 23, 2019. APEI’s former Chief Executive Officer, Dr. Wallace E. Boston, will continue to serve as President of APUS until his expected retirement in June 2020.
In October 2019, APUS announced the following changes for undergraduate and master’s course registrations made on or after January 1, 2020:
• The tuition for undergraduate level courses will increase by $15 per credit hour to $285 per credit hour.
• The tuition for master’s level courses will increase by $20 per credit hour to $370 per credit hour.
• The technology fee will increase from $50 to $65 per class.
To support APUS's active duty military students using TA, APUS will increase the tuition grant for those undergraduate students and their spouses and dependents from $20 to $35 per credit hour to keep the cost at $250 per credit hour, and increase the tuition grant for those master’s students and their spouses and dependents from $25 to $120 per credit hour to reduce the cost from $325 per credit hour to $250 per credit hour for graduate active duty military students. As a result, undergraduate and master’s students who are eligible for TA benefits and their spouses and dependents will pay a net tuition of $250 per credit hour. APUS also intends to extend its book grant to active-duty military students and their spouses and dependents at the master’s level.
APUS also announced that the existing tuition grant for veterans will expire at the end of 2019. However, veterans who qualify for 100% of their Post-9/11 GI Bill benefits are expected to continue to have no out-of-pocket expenses. Those veterans who do not qualify for 100% may experience a small increase in out-of-pocket costs, but because APUS is a “Yellow Ribbon” university, many are expected to have access to additional funding resources.
APUS estimates that the tuition grant will apply to approximately 60% of its total net course registrations made on or after January 1, 2020.
The January 2020 tuition increase is APUS’s first increase since July 2015.
For more information on the potential risks associated with the above APUS initiatives, APUS more generally, and applicable accreditation matters, please refer to our Annual Report.
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National Education Seminars, Inc., which we refer to as Hondros College of Nursing, or HCN, provides nursing education to approximately 1,400 students at five campuses in Ohio, to serve the needs of the nursing and healthcare communities. The campuses are located in the suburban areas of Cincinnati, Cleveland, Columbus, Dayton, and Toledo.
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HCN has also obtained or is in the process of obtaining all necessary approvals to offer postsecondary nursing education programs in connection with a new campus in Indianapolis, Indiana. The campus has been authorized by the Indiana Board for Proprietary Education/Indiana Commission for Higher Education to offer instruction in Indiana, and the location has been institutionally accredited by the Accrediting Bureau for Health Education Schools, or ABHES. The Indiana Board of Nursing conducted a site visit in October 2019 and is scheduled to consider HCN’s application for initial approval in November 2019.
HCN offers a Diploma in Practical Nursing, or PN, and an Associate Degree in Nursing, or ADN. In October 2019, HCN began offering a new Direct Entry ADN option that offers an accelerated graduation pathway for students who transfer at least 32 college credits to HCN and meet certain academic and entrance exam requirements. In April
2019, HCN began offering courses in a Medical Laboratory Technician program, or MLT Program, at its Cincinnati and Columbus campuses. Due to low enrollment, HCN ceased enrolling new students and began an orderly teach-out of the MLT Program.
In May 2019, Harry T. Wilkins was appointed interim Chief Executive Officer of HCN, replacing the former Chief Executive Officer. Mr. Wilkins has served as a member of the Board of Directors of HCN since 2013 and was previously Chief Executive Officer of HCN from December 2013 until his retirement in December 2015.
HCN is nationally accredited by ABHES, and HCN’s locations and programs are approved by the Ohio State Board of Career Colleges and Schools. Portions of the PN and ADN Programs are online. HCN’s PN and ADN Programs are approved by the Ohio Board of Nursing, or OBN, and the PN Program is accredited by the National League for Nursing Commission for Nursing Education Accreditation, or NLN CNEA.
To apply for licensure to practice nursing in Ohio, an applicant must have successfully completed a nursing education program approved by the OBN. The OBN requires that nursing education programs have a pass rate on the relevant National Council Licensure Examination, or NCLEX, that is at least 95% of the national average for first-time candidates in a calendar year. If a program does not attain this pass rate, the program may face various consequences. In March 2017, the OBN placed HCN’s ADN Program on provisional approval because the ADN Program had not met the pass rate standard for four consecutive years. The OBN will consider restoring a program to Full Approval status if the program meets the pass rate standard for at least two consecutive years. If a program on provisional approval fails to meet OBN requirements at the end of the time period established for provisional approval, the OBN may propose to continue provisional approval for a set time period or may propose to withdraw approval. In March 2019, the OBN found that HCN’s ADN Program did not meet the OBN pass rate standard in 2018 for a sixth consecutive year. HCN has been implementing changes, including curriculum, admissions, and academic achievement and course retake policy changes that are designed to improve NCLEX scores over time, but there is no assurance that these changes will be successful or will not have negative effects on HCN’s enrollment.
Beginning with the July 2018 term, HCN implemented new academic achievement requirements and course retake policies for the PN and ADN Programs. Further, beginning with the January 2019 term, HCN implemented enhanced ADN Program admissions requirements, and beginning with the April 2019 term, HCN further changed its admissions standards to remove certain entrance exam requirements. While we believe changes in academic achievement and admissions requirements are beneficial for our students and will result in a better and more positive educational experience and improved testing pass rates in the long term, we believe some of the changes have contributed to a decline in enrollment at HCN and have had a negative impact on our results of operations. While we work on identifying an appropriate balance of academic achievement requirements, admissions requirements and attracting appropriate students, there may continue to be a negative impact on enrollments at HCN.
Enrollments in HCN’s ADN Program for the terms beginning in January, April and July 2019 were significantly lower than HCN planned, which we believe is likely partly associated with the implementation of the new academic achievement and admissions requirements discussed above, among other potential factors. For example, our enrollments appear to have been impacted by negative perceptions by certain current and prospective student cohorts, which is the type of factor that can occur more easily at a land-based institution than an online institution. While we continue to work on implementing and refining our academic achievement and admission requirements, identifying and remediating the factors impacting our enrollments at HCN, and implementing new initiatives such as extending the hours of HCN’s customer service team, there can be no assurance we will be successful in these efforts over the long term and we cannot guarantee that we will be able to reverse the revenue decline in our HCN Segment or return to our prior level of enrollments.
HCN’s PN Program was granted initial programmatic accreditation through the National League for Nursing Commission for Nursing Education, or NLN CNEA, with quality improvement conditions, from October 18, 2018 through October 31, 2024. On January 29, 2019, HCN submitted a required progress report to NLN CNEA addressing certain quality indicators.
ABHES annually reviews student achievement indicators, including retention rate, placement rate, and licensing and credentialing examination pass rate. Under ABHES policy, ABHES may withdraw accreditation at any time if it determines that an institution fails to demonstrate at least a 70% retention rate for each program, a 70% placement rate for each program, or a 70% pass rate on mandatory licensing and credentialing examinations, or fails to meet the state-mandated results for credentialing or licensure. Alternatively, ABHES may in its discretion provide an opportunity for a program to come into compliance within a period of time specified by ABHES, and ABHES may
extend the period for achieving compliance if a program demonstrates improvement over time or other good cause. For the reporting year July 1, 2017 through June 30, 2018, several HCN programs did not satisfy ABHES’s threshold requirements for retention rates or placement rates. As a result, in February 2019, ABHES directed HCN to send ABHES no later than May 7, 2019 evidence that the relevant programs had achieved a retention rate of at least 70% for the period from July 1, 2018 through March 31, 2019 and a placement rate of at least 70% for the reporting year ended June 30, 2018, along with additional documentation and analysis related to those rates and pertinent action plans. HCN timely submitted the required progress report. For the reporting year ending June 30, 2019, each of HCN’s programs at each of HCN’s campuses did not satisfy ABHES’s threshold requirements for retention rates. Each of the programs at each of HCN’s campuses satisfied ABHES’s placement rate requirements for the reporting year ended June 30, 2019. In August 2019, ABHES notified HCN that ABHES had placed HCN’s Cleveland, Columbus, Dayton and Toledo locations on outcomes reporting status, which requires submission of additional documentation regarding student outcomes and action plans for improving these outcomes, with respect to the reporting period July 1, 2017 through June 30, 2018. ABHES determined that the PN Program at each of the Columbus, Dayton and Toledo campuses and the Registered Nurse to Bachelor of Science in Nursing program, or RN-to-BSN Program, at the Columbus campus, for which HCN has ceased to enroll new students, did not satisfy ABHES’s retention rate requirement and that it was unable to verify that the ADN Program at each of the Cleveland and Toledo campuses had met ABHES’s placement rate requirement. HCN submitted additional documentation requested by ABHES for verification that the ADN Program at the Cleveland and Toledo campuses met ABHES’s placement rate requirement.
ABHES directed HCN to submit by October 9, 2019 certain documentation concerning the updated retention or placement rate, as applicable, for the reporting period July 1, 2018 through June 30, 2019 and information about HCN’s action plan to achieve compliance if the updated rate remains below 70%. HCN timely submitted the documentation and action plans. In the August 2019 correspondence, ABHES notified HCN that the relevant programs at the Cleveland, Dayton, and Toledo campuses must come into compliance by May 1, 2020 and the PN Program at the Columbus campus must come into compliance by May 1, 2021. In October 2019, HCN notified ABHES that the PN Programs at each of the Dayton, Toledo and Columbus campuses did not satisfy ABHES’s threshold requirements for retention rates for the reporting period July 1, 2018 through June 30, 2019. If HCN is unable to bring the programs into compliance during the timeframe established by ABHES, unless such timeframe is extended for good cause, ABHES may take other action, up to and including withdrawing accreditation for those programs.
In November 2019, HCN entered into a memorandum of understanding, or MOU, to participate in DoD tuition assistance programs.
For more information on the potential risks associated with these HCN initiatives and HCN more generally, please refer to our Annual Report.
To remain eligible to participate in Title IV programs, an educational institution’s student loan cohort default rates must remain below certain levels. Pursuant to requirements of the Higher Education Act, as amended, if the cohort default rate for any year exceeds 40%, an institution loses eligibility to participate in Title IV programs, and if the institution’s cohort default rate exceeds 30% for three consecutive years, the institution loses eligibility to participate in Title IV programs. If an institution’s cohort default rate is equal to or greater than 30% in any year it must establish a default prevention task force. In September 2019, ED released final official cohort default rates for institutions for federal fiscal year 2016, with ED reporting an 18.5% cohort default rate for APUS and an 11.3% cohort default rate for HCN. Additional information regarding student loan default rates, prior year default rates, and potential risks associated with them is available in our Annual Report.
Regulatory and Legislative Activity
In December 2016, ED published final regulations addressing, among other issues, state authorization of programs offered through distance education, which were scheduled to go into effect on July 1, 2018. On June 29, 2018, ED announced that it would delay the effective date of the distance education portion of the state authorization final regulations, or the Distance Education Rule, until July 1, 2020. On April 26, 2019, a U.S. District Court judge found that the delayed implementation was improper, and as a result of the court’s related order, the Distance Education Rule took effect on May 26, 2019. ED appealed the District Court’s decision to the Ninth Circuit Court of Appeals on June 24, 2019, but subsequently asked the court to dismiss the appeal. ED’s motion to dismiss its appeal is pending and the Distance Education Rule remains in effect.
The Distance Education Rule requires an institution offering distance education programs to be authorized by each state in which the institution enrolls students in such programs, if such authorization is required by the state, in order to award
Title IV aid to such students. An institution may obtain such authorization directly from the state or through a state authorization reciprocity agreement that satisfies ED’s definition of such an agreement. In addition, the Distance Education Rule requires an institution to provide public and individualized disclosures to enrolled and prospective students regarding its programs that are provided or can be completed solely through distance education or correspondence courses, excluding internships and practicums. The public disclosures must include information on state authorization for the program, the process for submitting complaints to relevant states, any adverse actions by a state or accrediting agency related to the distance education program within the past five years, refund policies, as well as applicable licensure or certification requirements for a career a student prepares to enter and the program’s sufficiency to meet those requirements. Under the Distance Education Rule, an institution is required to disclose directly and individually to all prospective students when a distance education program does not meet the licensure or certification requirements for the state in which the student resides, when an adverse action is taken against the program by a state agency or accrediting agency, and when an institution determines that a program has ceased to meet licensure and certification requirements.
In October 2018, ED announced that it would establish a negotiated rulemaking committee broadly focused on accreditation and innovation, or the Accreditation and Innovation Committee, to prepare proposed regulations related to, among other things, ED’s recognition of accrediting agencies and institutional and programmatic eligibility issues, including state authorization and programs offered through distance education, respectively. In April 2019, The Accreditation and Innovation Committee reached consensus on proposed regulatory language. On June 12, 2019, ED published certain portions of the agreed-upon regulatory language, including those provisions related to accreditation and state authorization, in a notice of proposed rulemaking. ED accepted public comment on the proposed rule until July 12, 2019. On November 1, 2019, ED published final regulations concerning accreditation and state authorization, which generally will be effective on July 1, 2020, except that institutions may in their discretion implement early regulations relating to state authorization and institutional information disclosures. The final regulations clarify how an institution must determine the state in which a student is located for purposes of satisfying state authorization requirements for distance education courses. The final regulations also require an institution to disclose whether programs leading to professional licensure meet applicable state requirements, regardless of program modality. ED has indicated that it will issue one or more additional notices of proposed rulemaking to address other provisions in the agreed-upon regulatory language that was developed as part of the negotiated rulemaking. We cannot predict what additional regulations will be ultimately adopted as a result of the rulemaking process.
On March 15, 2019, ED issued guidance to colleges and universities about how to comply with selected provisions contained in the 2016 Borrower Defense Regulations that took effect as of October 16, 2018. ED subsequently issued additional guidance on May 20, 2019 and June 3, 2019, and it augmented its June 3, 2019 guidance on June 19, 2019. For more detail about the 2016 Borrower Defense Regulations, please refer to our Annual Report, including “Business - Regulatory Environment - Student Financing Sources and Related Regulations/Requirements - Department of Education - Regulation of Title IV Financial Aid Programs - Borrower Defenses” in Part I, Item 1. ED described in the March 15, 2019 guidance that it will apply the federal standard for borrower defense to repayment applications set forth in the 2016 Borrower Defense Regulations for claims asserted as to Direct Loans first disbursed on or after July 1, 2017. ED also explained that institutions should handle reporting for events, actions, or conditions that occurred after July 1, 2017 by making required reports to ED no later than May 13, 2019. ED also indicated that because the 2016 Borrower Defense Regulations are now in effect, institutions must implement the 2016 Borrower Defense Regulations’ prohibitions related to dispute resolution between institutions and students with respect to claims that are or could be asserted as a borrower defense claim under ED’s administrative process, including by making any required modifications to enrollment agreements or by beginning to implement required notification procedures by May 13, 2019.
On September 23, 2019, ED published new final regulations, which we refer to as the 2020 Borrower Defense Regulations that, among other things, establish a new federal standard for evaluating, and a new process for adjudicating, borrower defenses to repayment of loans made under the Direct Loan Program on or after July 1, 2020.
Under the 2020 Borrower Defense Regulations, for loans first disbursed on or after July 1, 2020, an individual borrower may, within three years after the date the student ceased to be enrolled at the institution, assert a defense to repayment based on a statement, act, or omission by the institution that (1) the student reasonably relied upon in making an enrollment decision, (2) was knowingly false, misleading, or deceptive or made with a reckless disregard for the truth, and (3) caused the student financial harm. Under the 2020 Borrower Defense Regulations, ED will have discretion to determine the appropriate amount of relief, if any. The 2020 Borrower Defense Regulations eliminate the process available under the 2016 Borrower Defense Regulations for a group of borrowers. If ED determines that borrowers of Direct Loans who attended our institutions have a defense to repayment of their Direct Loans, our repayment liability to ED could have a material adverse effect on our financial condition, results of operations, and cash flows.
The 2020 Borrower Defense Regulations also amend ED’s financial responsibility provisions in several respects. Like the 2016 Borrower Defense Regulations, the 2020 Borrower Defense Regulations identify certain conditions or other triggering events that have or may have an adverse material effect on the institution’s financial condition, in response to which ED would or could require that the institution submit some form of financial protection, such as a letter of credit, to ED. Under the 2020 Borrower Defense Regulations, ED will consider an institution unable to meet its financial or administrative obligations under ED’s financial responsibility regulations if the institution is subject to one of certain mandatory triggering events that ED believes have or are likely to have a material adverse effect on the financial condition of the institution, some of which are the same as under the 2016 Borrower Defense Regulations. ED may consider an institution not to be financially responsible if ED determines that one of certain discretionary triggering events is likely to have a material adverse effect on the financial condition of the institution. The set of discretionary triggering events under the 2020 Borrower Defense Regulations includes some of the same events that are triggering events under the 2016 Borrower Defense Regulations. If the institution is subject to two or more of these discretionary triggering events, ED will consider the institution to be subject to a mandatory triggering event and therefore unable to meet its financial or administrative obligations.
For each triggering event, to demonstrate that the institution remains financially responsible, the institution may submit evidence that the triggering event has been resolved, that the institution has insurance that will cover part or all of the debt or liabilities, or that the triggering event has not or will not have a material adverse effect on the institution. If ED determines that one of our institutions is not financially responsible because of one or more triggering events, the institution would be required to provide an irrevocable letter of credit equal to at least 10% of the amount of federal student financial aid funds received by the institution for the past year.
The 2020 Borrower Defense Regulations also include other regulatory changes. For example, they modify ED’s requirements with respect to the circumstances under which a borrower is eligible for a loan discharge if an institution or location closes. The 2020 Borrower Defense Regulations also require institutions that require students to enter into pre-dispute arbitration agreements or class action waivers as a condition of enrollment to disclose publicly those requirements in an easily accessible format, and prohibit such an institution to require a student to participate in arbitration or any internal dispute resolution process prior to filing a borrower defense to repayment application with ED. The 2020 Borrower Defense Regulations also implement updates to ED’s calculations of an institution’s composite score to reflect certain changes in Financial Accounting Standards Board accounting standards and to update the definitions and terms used to describe the calculation of the composite score, including leases and long-term debt. With limited exceptions related to optional early implementation of modifications to ED’s composite score methodology, the 2016 Borrower Defense Regulations will remain in effect until the 2020 Borrower Defense Regulations take effect on July 1, 2020.
On July 1, 2019, ED published a final rule rescinding its 2014 regulations relating to gainful employment, or the GE Regulations, which are described more fully in our Annual Report. The rescission is scheduled to take effect July 1, 2020, but in guidance issued on June 28, 2019, ED explained that the Secretary of ED would exercise her authority to designate the rescission for early implementation by institutions that elect to implement early the rescission. Institutions that implement the rescission early will not be required to report data related to gainful employment programs to ED, comply with gainful employment disclosure requirements, or comply with related certification requirements, among other requirements. APUS and HCN have elected to implement early the rescission of the 2014 GE Regulations. APUS intends to continue to voluntarily make certain disclosures related to gainful employment programs.
We cannot predict the extent to which the aforementioned regulatory activity or any other potential regulatory or legislative activity may impact us or our institutions, nor can we predict the possible associated burdens and costs. Additional information regarding the regulatory and legislative environment and potential risks associated with it is available in our Annual Report.
Department of Defense
In May 2019, the United States Navy announced that as a result of increased demand stemming from improvements in service delivery and higher limits on annual benefits available per sailor, tuition assistance, or TA, benefits available to sailors for the fiscal year ending September 30, 2019 were expected to be exhausted by the end of May 2019, and effective May 28, 2019 the Navy ceased approving TA program funds for eligible sailors until the start of the new government fiscal year on October 1, 2019. In addition, effective October 1, 2019, Naval service members must have a minimum of two years of service before becoming eligible to use TA or the Navy College Program for Afloat College Education, funding will be capped at twelve semester hours per fiscal year, and career funding will be capped at 120 semester hours. Navy-related registrations were 7.2% and 10.3% of total registrations for the three months ended September 30, 2019 and September 30, 2018, respectively.
The temporary exhaustion of Navy TA program funds had a significant negative impact on our results of operations for the third quarter of 2019, and is expected to negatively impact October 2019 revenue by approximately $0.4 million. We are unable to predict whether and to what extent the Navy will continue to impose limitations on TA program approvals as a result of limited funding.
Reportable Segments
Our operations are organized into two reportable segments:
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American Public Education Segment, or APEI Segment. This segment reflects the operational activities of APUS, other corporate activities, and minority investments; and
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Hondros College of Nursing Segment, or HCN Segment. This segment reflects the operational activities of HCN.
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Summary of Results
For the three month period ended September 30, 2019, our consolidated revenue decreased from $73.0 million to $67.9 million, or by 7.0%, compared to the comparable prior year period. Our operating margins decreased from 9.4% to negative 4.3% for the three month period ended September 30, 2019, compared to the comparable prior year period. For the nine month period ended September 30, 2019, our consolidated revenue decreased from $220.8 million to $211.9 million, or by 4.0%, compared to the comparable prior year period. Our operating margins decreased from 9.6% to 2.0% for the nine month period ended September 30, 2019, compared to the comparable prior year period. Results for the three month period ended September 30, 2019 reflect the following matters on a pretax basis: $2.8 million in employee compensation costs for post-employment benefits that will be payable to the APUS President upon retirement; a $1.6 million increase in advertising costs as compared to the prior year period; a $1.5 million non-cash impairment of goodwill; and $0.8 million in information technology costs related to the evaluation of replacements or upgrades to our information technology and learning management systems. Results for the nine month period ended September 30, 2019 reflect the following matters on a pretax basis: $7.3 million non-cash impairment of goodwill; a $3.0 million increase in additional advertising costs as compared to the prior year period; $2.8 million in employee compensation costs for post-employment benefits that will be payable to the APUS President upon retirement; $1.4 million in professional fees associated with the evaluation of an acquisition; and $1.1 million in information technology costs related to the evaluation and replacements or upgrades to our information technology and learning management systems.
For the three month period ended September 30, 2019, APEI Segment revenue decreased from $63.8 million to $61.2 million, or by 4.1%, compared to the comparable prior year period. APEI Segment operating margins decreased from 9.8% to 0.4% for the three month period ended September 30, 2019, compared to the comparable prior year period. For the three month period ended September 30, 2019, APEI Segment expenses include the following matters on a pretax basis: $2.8 million in employee compensation costs for post-employment benefits that will be payable to the APUS President upon retirement; a $1.3 million increase in advertising costs as compared to the prior year period; and $0.8 million in information technology costs related to the evaluation of replacements or upgrades to our information technology and learning management systems. For the nine month period ended September 30, 2019, APEI Segment revenue decreased from $193.2 million to $190.4 million, or by 1.5%, compared to the comparable prior year period. APEI Segment operating margins decreased from 9.6% to 7.5% for the nine month period ended September 30, 2019, compared to the comparable prior year period. For the nine month period ended September 30, 2019, APEI Segment expenses include the following matters on a pretax basis: $2.8 million in employee compensation costs for post-employment benefits that will be payable to the APUS President upon retirement; a $2.6 million increase in advertising costs as compared to the prior year period; $1.4 million in professional fees associated with the evaluation of an acquisition primarily recognized during the three months ended March 31, 2019; and $1.1 million in information technology costs related to the evaluation and replacements or upgrades to our information technology and learning management systems.
For the nine month period ended September 30, 2018, APEI Segment expenses include pretax expenses of approximately $1.7 million resulting from the voluntary reduction in force program announced on March 12, 2018, and recognized during the three months ended March 31, 2018.
Net course registrations at APUS for the three month period ended September 30, 2019 decreased from 80,800 to 76,700, or approximately 5.1%, compared to the comparable prior year period primarily due to the temporary exhaustion of Navy TA funds during the period. Net course registrations at APUS for the nine month period ended September 30, 2019 decreased from 240,900 to 236,900, or approximately 1.7%, compared to the comparable prior year period. Net course
registrations represent the total number of courses for which students remain enrolled after the date by which they may drop a course without financial penalty.
For the three month period ended September 30, 2019, HCN Segment revenue decreased from $9.1 million to $6.7 million, or by 26.8%, over the comparable prior year period. HCN Segment operating margins decreased from 7.1% to negative 47.2% for the three month period ended September 30, 2019 compared to the comparable prior year period. HCN Segment results for the three month period ended September 30, 2019 reflect a $1.5 million pretax, non-cash impairment of goodwill. For the nine month period ended September 30, 2019, HCN Segment revenue decreased from $27.5 million to $21.6 million, or by 21.6%, over the comparable prior year period. HCN Segment operating margins decreased from 9.3% to negative 47.3% for the nine month period ended September 30, 2019 compared to the comparable prior year period. HCN Segment results for the nine month period September 30, 2019 reflect a $7.3 million pretax, non-cash impairment of goodwill.
Enrollment at HCN for the three month period ended September 30, 2019 decreased from 2,000 to 1,400, or approximately 30.0%, as compared to the comparable prior year period. New student enrollment at HCN for the three month period ended September 30, 2019 decreased from 485 to 345, or approximately 28.9%, as compared to the comparable prior year period. HCN student enrollment represents the total number of students enrolled in a course immediately after the date by which students may drop a course without financial penalty.
We believe the changes in revenue and operating margins are primarily due to the factors discussed below in the “Results of Operations” section of this Management’s Discussion and Analysis.
During the three months ended September 30, 2019, HCN completed an interim goodwill impairment test as a result of circumstances that included HCN’s continued underperformance against revised 2019 internal targets and overall 2019 financial performance as of 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. There was no impairment of the intangible assets. As a result, the Company recorded a pretax, non-cash charge of $1.5 million to reduce the carrying value of its goodwill in the HCN Segment during the three months ended September 30, 2019. HCN had completed a previous interim goodwill impairment test during the three months ended March 31, 2019 as a result of circumstances that also included HCN’s underperformance against 2019 internal targets and 2019 financial performance. That test determined the fair value of goodwill was $28.0 million, or $5.9 million less than its carrying value at March 31, 2019. As a result, the Company recorded a pretax, non-cash charge of $5.9 million to reduce the carrying value of its goodwill in the HCN Segment during the three months ended March 31, 2019.
Determining the fair value of HCN requires judgment and the use of significant estimates and assumptions, including fluctuations in enrollments, revenue growth rates, operating margins, discount rates and future economic market conditions, among others. Given the current competitive and regulatory environment, and the uncertainties regarding the related impact on HCN’s business, there can be no assurance that the estimates and assumptions made for purposes of the Company’s interim and annual goodwill impairment tests will prove to be accurate predictions of the future. Future changes, including even minor changes in revenue, operating income, valuation multiples, discount rates, and other inputs to the valuation process may result in future impairment charges and those charges could be material. For additional information regarding our goodwill impairment, please refer to “Note 5. Goodwill and Intangible Assets” in the Notes to the Consolidated Financial Statements in this Quarterly Report.
Critical Accounting Policies and Use of Estimates
For information regarding our Critical Accounting Policies and Use of Estimates, see the “Critical Accounting Policies and Use of Estimates” section of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report.
Results of Operations
Below we have included a discussion of our operating results and material changes in our operating results during the three and nine months ended September 30, 2019 compared to the three and nine months ended September 30, 2018. Our revenue and operating results normally fluctuate as a result of seasonal or other variations in our enrollments and the level of expenses in our APEI and HCN Segments. Our student population varies as a result of new enrollments, graduations, student attrition, the success of our marketing programs, and other reasons that we cannot always anticipate. We expect quarterly fluctuations in operating results to continue as a result of various enrollment patterns and changes in expenses.
Enrollments in HCN’s ADN Program for the terms beginning in January, April and July 2019 were significantly lower than HCN planned, resulting in a significant decline in revenue. We believe the decline in enrollments is likely partly associated with the implementation of new academic achievement and admissions requirements, as well as negative perceptions by certain current and prospective student cohorts, among other potential factors. Beginning with the July 2018 term, HCN implemented new academic achievement requirements and course retake policies for the PN and ADN Programs. Further, beginning with the January 2019 term, HCN implemented enhanced ADN Program admissions requirements, requiring external ADN applicants to have an active unencumbered PN license and to have graduated from an approved PN program. Beginning with the April 2019 term, HCN further changed its admissions standards to remove certain entrance exam requirements. We also believe that negative perceptions by certain current and prospective student cohorts have contributed to the decline in enrollments at HCN and have had a negative impact on our results of operations. Effective for the July 2019 term, HCN implemented a single course withdrawal policy that permits a student who is struggling academically to drop a single course rather than withdraw from all courses in a term. While we work on identifying the appropriate balance of academic achievement requirements, admissions requirements and attracting appropriate students, as well as identifying and remediating the factors impacting enrollments, there may continue to be a negative impact on enrollments at HCN. We cannot predict whether our initiatives and efforts will be successful over the long term and cannot guarantee that we will be able to reverse the enrollment and revenue decline in our HCN Segment or return to our prior level of enrollments. Although we cannot predict what adjustments may be necessary or costs may be incurred as a result of the decline in enrollment at HCN, any such adjustments and costs may have an adverse impact on our results of operations or financial condition.
For more information on the initiatives discussed above, our operations, and related risk factors, please refer to the “Overview” section of this Management’s Discussion and Analysis and our Annual Report.
Our consolidated results for the three and nine months ended September 30, 2019 and 2018 reflect the operations of our APEI and HCN Segments. For a more detailed discussion of our results by reportable segment, refer to our Analysis of Operating Results by Reportable Segment.
Analysis of Consolidated Statements of Income
For the Consolidated Statements of Income, refer to our Financial Statements: Consolidated Statements of Income. The following table sets forth statements of income data as a percentage of revenue for each of the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
Revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
Instructional costs and services
|
40.2
|
|
|
38.6
|
|
|
39.6
|
|
|
39.3
|
|
Selling and promotional
|
23.4
|
|
|
19.4
|
|
|
21.3
|
|
|
19.5
|
|
General and administrative
|
32.4
|
|
|
26.4
|
|
|
27.9
|
|
|
25.3
|
|
Loss on disposals of long-lived assets
|
0.6
|
|
|
0.3
|
|
|
0.2
|
|
|
0.4
|
|
Impairment of goodwill
|
2.2
|
|
|
—
|
|
|
3.5
|
|
|
—
|
|
Depreciation and amortization
|
5.5
|
|
|
5.9
|
|
|
5.5
|
|
|
5.9
|
|
Total costs and expenses
|
104.3
|
|
|
90.6
|
|
|
98.0
|
|
|
90.4
|
|
|
|
|
|
|
|
|
|
(Loss) income from operations before interest income and income taxes
|
(4.3
|
)
|
|
9.4
|
|
|
2.0
|
|
|
9.6
|
|
Interest income, net
|
1.5
|
|
|
1.1
|
|
|
1.5
|
|
|
0.9
|
|
|
|
|
|
|
|
|
|
(Loss) income from operations before income taxes
|
(2.8
|
)
|
|
10.5
|
|
|
3.5
|
|
|
10.5
|
|
Income tax (benefit) expense
|
(0.4
|
)
|
|
2.5
|
|
|
0.8
|
|
|
2.7
|
|
Equity investment income (loss)
|
—
|
|
|
(0.4
|
)
|
|
(0.7
|
)
|
|
(0.2
|
)
|
Net (loss) income
|
(2.4
|
)%
|
|
7.6
|
%
|
|
2.0
|
%
|
|
7.6
|
%
|
Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018
Revenue. Our consolidated revenue for the three months ended September 30, 2019 was $67.9 million, a decrease of $5.1 million, or 7.0%, compared to $73.0 million for the three months ended September 30, 2018. The revenue decrease was due to a $2.4 million, or 26.8%, revenue decrease in our HCN Segment. Revenue in our APEI Segment decreased $2.6 million, or 4.1%, for the three months ended September 30, 2019 as compared to the three months ended September 30, 2018. The HCN Segment revenue decrease was due to a 30.0% decrease in student enrollment. Net course registrations in our APEI Segment decreased 5.1% due primarily to the temporary exhaustion of Navy TA program funds.
Costs and expenses. Costs and expenses for the three months ended September 30, 2019 were $70.8 million, an increase of $4.7 million, or 7.1%, compared to $66.1 million for the three months ended September 30, 2018. The increase in costs and expenses was primarily due to the accrual of $2.8 million in employee compensation costs for post-employment benefits that will be payable to the APUS President upon retirement, increased advertising costs, and increased information technology costs related to the evaluation of replacements or upgrades to our information technology and learning management systems in our APEI Segment, a non-cash goodwill impairment of $1.5 million in our HCN Segment and increased advertising costs in our HCN Segment partially offset by a decrease in instructional material costs in our APEI and HCN Segments. Costs and expenses as a percentage of revenue increased to 104.3% for the three months ended September 30, 2019, from 90.6% for the three months ended September 30, 2018. The increase in costs and expenses as a percentage of revenue was primarily due to an increase in costs and expenses during a period when consolidated revenue decreased.
Instructional costs and services expenses. Our instructional costs and services expenses for the three months ended September 30, 2019 were $27.3 million, a decrease of $0.9 million, or 3.3%, from $28.2 million for the three months ended September 30, 2018. The decrease in instructional costs and services expenses was primarily due to a decrease in employee compensation costs and instructional materials costs in both our APEI and HCN Segments partially offset by an increase in payment processing fees in our APEI Segment. Instructional costs and services expenses as a percentage of revenue increased to 40.2% for the three months ended September 30, 2019, from 38.6% for the three months ended September 30, 2018. The increase in instructional costs and services expenses as a percentage of revenue was primarily due to our consolidated revenue decreasing at a rate greater than the decrease in our instructional costs and services expenses.
Selling and promotional expenses. Our selling and promotional expenses for the three months ended September 30, 2019 were $15.9 million, an increase of $1.7 million, or 12.3%, from $14.1 million for the three months ended September 30, 2018. The increase in selling and promotional expenses was primarily the result of an increase in advertising costs in both our APEI and HCN Segments. Advertising costs increased $1.3 million in our APEI Segment and $0.3 million in our HCN Segment as compared to the prior year period. Selling and promotional expenses as a percentage of revenue increased to 23.4% for the three months ended September 30, 2019, from 19.4% for the three months ended September 30, 2018. The increase in selling and promotional expenses as a percentage of revenue was primarily due to an increase in selling and promotional expenses during a period when consolidated revenue decreased.
General and administrative expenses. Our general and administrative expenses for the three months ended September 30, 2019 were $22.0 million, an increase of $2.7 million, or 14.1%, from $19.3 million for the three months ended September 30, 2018. The increase in general and administrative expenses was primarily related to the accrual of $2.8 million in employee compensation costs for post-employment benefits that will be payable to the APUS President upon retirement and increased information technology costs related to the evaluation of replacements or upgrades to our information technology and learning management systems in our APEI Segment partially offset by a decrease in other professional fees in our APEI Segment. Consolidated bad debt expense for the three months ended September 30, 2019 was $1.0 million, or 1.5% of revenue, compared to $1.3 million, or 1.7% of revenue in the prior year period. General and administrative expenses as a percentage of revenue increased to 32.4% for the three months ended September 30, 2019, from 26.4% for the three months ended September 30, 2018. The increase in general and administrative expenses as a percentage of revenue was primarily due to an increase in general and administrative expenses during a period when consolidated revenue decreased.
Loss on disposals of long-lived assets. The loss on disposals of long-lived assets for the three months ended September 30, 2019 increased to $0.4 million, compared to $0.2 million for the three months ended September 30, 2018.
Impairment of goodwill. The $1.5 million pretax non-cash impairment of goodwill for the three months ended September 30, 2019 resulted from the reduction of the carrying value of goodwill in our HCN Segment. For additional information regarding the impairment of goodwill, and a discussion of the potential for future impairment charges for goodwill, please refer to the discussion in “Note 5. Goodwill and Intangible Assets, Notes to Consolidated Financial Statements” in this Quarterly Report.
Depreciation and amortization expenses. Depreciation and amortization expenses were $3.8 million and $4.3 million for the three months ended September 30, 2019 and 2018, respectively. Depreciation and amortization expenses as a percentage of revenue decreased to 5.5% for the three months ended September 30, 2019, from 5.9% for the three months ended September 30, 2018. The decrease in depreciation and amortization expenses as a percentage of revenue was due to depreciation and amortization expenses decreasing at a rate greater than consolidated revenue.
Stock-based compensation expenses. Stock-based compensation expenses included in instructional costs and services, selling and promotional, and general and administrative expenses were $1.7 million and $2.1 million for the three months ended September 30, 2019 and 2018, respectively. The decrease in stock-based compensation costs was due to lower performance stock unit incentive costs.
Interest income. Interest income was $1.0 million for the three months ended September 30, 2019, compared to interest income of $0.8 million for the three months ended September 30, 2018. The increase was related to an increase in interest rates and an increase in average invested balances in cash and cash equivalents.
Income tax (benefit) expense. We recognized an income tax benefit for the three months ended September 30, 2019 of $0.2 million and income tax expense of $1.8 million for the three months ended September 30, 2018, or effective tax rates of (12.7)% and 25.2%, respectively. The effective tax rate for the three months ended September 30, 2019 reflects the loss during the period and includes a higher amount of non-deductible expenses than the prior period in our APEI Segment.
Equity investment income (loss). Equity investment income was $0.02 million for the three months ended September 30, 2019 compared to a loss of $0.3 million for the three months ended September 30, 2018.
Net (loss) income. Our net loss was $1.6 million for the three months ended September 30, 2019, compared to net income of $5.5 million for the three months ended September 30, 2018, a decrease of $7.1 million. This decrease was related to the factors discussed above.
Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018
Revenue. Our consolidated revenue for the nine months ended September 30, 2019 was $211.9 million, a decrease of $8.9 million, or 4.0%, compared to $220.8 million for the nine months ended September 30, 2018. The revenue decrease was due to a $6.0 million, or 21.6%, revenue decrease in our HCN Segment and a $2.8 million, or 1.5% revenue decrease in our APEI Segment for the nine months ended September 30, 2019, as compared to the nine months ended September 30, 2018. The HCN Segment revenue decrease was primarily due to a 22.6% decrease in student enrollment. In our APEI Segment, net course registrations decreased 1.7% during the nine months ended September 30, 2019 due in part to the temporary exhaustion of Navy TA program funds.
Costs and expenses. Costs and expenses for the nine months ended September 30, 2019 were $207.7 million, an increase of $8.0 million, or 4.0%, compared to $199.7 million for the nine months ended September 30, 2018. The increase in costs and expenses was primarily due to a non-cash impairment of goodwill of $7.3 million in our HCN Segment, $2.8 million in employee compensation costs in our APEI Segment for post-employment benefits that will be payable to the APUS President upon retirement, increased advertising costs in our APEI and HCN Segments and increased information technology costs related to the evaluation of replacements or upgrades to our information technology and learning management systems, and $1.4 million in pretax professional fees associated with the evaluation of an acquisition in our APEI Segment partially offset by a decrease in employee compensation costs in our APEI Segment. Expenses for the nine months ended September 30, 2018 include pretax expenses of approximately $1.7 million resulting from the voluntary reduction in force program. Costs and expenses as a percentage of revenue increased to 98.0% for the nine months ended September 30, 2019, from 90.4% for the nine months ended September 30, 2018. The increase in costs and expenses as a percentage of revenue was primarily due to an increase in costs and expenses during a period when consolidated revenue decreased.
Instructional costs and services expenses. Our instructional costs and services expenses for the nine months ended September 30, 2019 were $83.9 million, a decrease of $2.9 million, or 3.4%, from $86.8 million for the nine months ended September 30, 2018. The decrease in instructional costs and services expenses was primarily due to a decrease in employee compensation costs in both our APEI and HCN Segments partially offset by an increase in instructional materials costs in our APEI Segment. For the nine months ended September 30, 2018, employee compensation costs include approximately $0.8 million of pretax expenses from the voluntary reduction in force program in our APEI Segment. Instructional costs and services expenses as a percentage of revenue increased to 39.6% for the nine months ended September 30, 2019, from 39.3% for the nine months ended September 30, 2018. The increase in instructional costs and services expenses as a percentage of revenue was primarily due to consolidated revenue decreasing at a rate greater than instructional costs and services expenses.
Selling and promotional expenses. Our selling and promotional expenses for the nine months ended September 30, 2019 were $45.0 million, an increase of $2.0 million, or 4.7%, from $43.0 million for the nine months ended September 30, 2018. The increase in selling and promotional expenses was primarily the result of increased advertising costs in our APEI and HCN Segments partially offset by a decrease in employee compensation costs and various other costs in our APEI Segment. Advertising costs increased $2.6 million in our APEI Segment and $0.3 million in our HCN Segment, as compared to the prior year period. For the nine months ended September 30, 2018, employee compensation costs include approximately $0.5 million of pretax expenses from the voluntary reduction in force program in our APEI Segment. Selling and promotional expenses as a percentage of revenue increased to 21.3% for the nine months ended September 30, 2019, from 19.5% for the nine months ended September 30, 2018. The increase in selling and promotional expenses as a percentage of revenue was primarily due to an increase in selling and promotional expenses during a period when consolidated revenue decreased.
General and administrative expenses. Our general and administrative expenses for the nine months ended September 30, 2019 were $59.2 million, an increase of $3.4 million, or 6.1%, from $55.8 million for the nine months ended September 30, 2018. The increase in general and administrative expenses was primarily related to; $2.8 million in employee compensation costs for post-employment benefits that will be payable to the APUS President upon retirement, $1.4 million of professional fees related to the evaluation of an acquisition, and increased information technology costs of $1.1 million related to the evaluation of replacements or upgrades to our information technology and learning management systems in our APEI Segment and increased employee compensation costs related to employee separation costs in our HCN Segment. For the nine months ended September 30, 2018, employee compensation costs include approximately $0.4 million of pretax expenses from the voluntary reduction in force program in our APEI Segment. Consolidated bad debt expense for the nine months ended September 30, 2019 was $2.9 million, or 1.4% of revenue, compared to $3.3 million, or 1.5% of revenue in the prior year period. General and administrative expenses as a percentage of revenue increased to 27.9% for the nine months ended September 30, 2019, from 25.3% for the nine months ended September 30, 2018. The increase in general and administrative expenses as a percentage of revenue was primarily due to an increase in general and administrative expenses during a period when consolidated revenue decreased.
Loss on disposals of long-lived assets. The loss on disposals of long-lived assets for the nine months ended September 30, 2019 was $0.5 million, as compared to $0.9 million for the nine months ended September 30, 2018.
Impairment of goodwill. The $7.3 million pretax non-cash impairment of goodwill for the nine months ended September 30, 2019 resulted from the reduction of the carrying value of goodwill in our HCN Segment during the three months ended March 31, 2019 and September 30, 2019. For additional information regarding the impairment of goodwill, and a discussion of the potential for future impairment charges for goodwill, please refer to the discussion in “Note 5. Goodwill and Intangible Assets, Notes to Consolidated Financial Statements” in this Quarterly Report.
Depreciation and amortization expenses. Depreciation and amortization expenses were $11.8 million and $13.2 million for the nine months ended September 30, 2019 and 2018, respectively. Depreciation and amortization expenses as a percentage of revenue decreased to 5.5% for the nine months ended September 30, 2019, from 5.9% for the nine months ended September 30, 2018. The decrease in depreciation and amortization expenses as a percentage of revenue was due to depreciation and amortization expenses decreasing at a rate greater than consolidated revenue.
Stock-based compensation expenses. Stock-based compensation expenses included in instructional costs and services, selling and promotional, and general and administrative expenses were $5.0 million and $5.5 million for the nine months ended September 30, 2019 and 2018, respectively. Stock-based compensation costs include accelerated expense for retirement-eligible employees and additional performance stock unit incentive costs. The decrease in stock-based compensation costs was due to lower performance stock unit incentive costs.
Interest income. Interest income was $3.2 million for the nine months ended September 30, 2019, compared to interest income of $1.9 million for the nine months ended September 30, 2018. The increase was related to an increase in interest rates and an increase in average invested balances in cash and cash equivalents.
Income tax expense. We recognized income tax expense for the nine months ended September 30, 2019 of $1.6 million and $6.0 million for the nine months ended September 30, 2018, or effective tax rates of 27.1% and 26.6%, respectively. The increase in the effective tax rate for the nine months ended September 30, 2019 is primarily due to a higher amount of non-deductible expenses than the prior period in our APEI Segment, and lower pretax income in our APEI and HCN Segments, partially offset by the benefit from ASU No. 2016-09 Compensation - Stock Compensation (Topic 718) in our APEI Segment. The effective tax rate for the nine months ended September 30, 2019 includes a benefit of approximately $0.5 million related to ASU No. 2016-09, compared to additional income tax expense of $0.1 million for the nine months ended September 30, 2018.
Equity investment income (loss). Equity investment loss was $1.5 million for the nine months ended September 30, 2019 compared to a loss of $0.5 million for the nine months ended September 30, 2018. During the nine months ended September 30, 2019, we recognized a $1.5 million loss related to our pro rata share of the operating results of NWHW Holdings, Inc. associated with an impairment charge recognized by the investee.
Net income. Our net income was $4.3 million for the nine months ended September 30, 2019, compared to net income of $16.5 million for the nine months ended September 30, 2018, a decrease of $12.3 million. This decrease was related to the factors discussed above.
Analysis of Operating Results by Reportable Segment
The following table provides details on our operating results by reportable segment for the respective periods (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
(Unaudited)
|
|
(Unaudited)
|
Revenue:
|
|
|
|
|
|
|
|
American Public Education Segment
|
$
|
61,217
|
|
|
$
|
63,849
|
|
|
$
|
190,386
|
|
|
$
|
193,209
|
|
Hondros College of Nursing Segment
|
6,696
|
|
|
9,143
|
|
|
21,584
|
|
|
27,548
|
|
Intersegment elimination
|
(25
|
)
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
Total Revenue
|
$
|
67,888
|
|
|
$
|
72,992
|
|
|
$
|
211,889
|
|
|
$
|
220,757
|
|
(Loss) income from operations before interest income and income taxes:
|
|
|
|
|
|
|
|
American Public Education Segment
|
$
|
247
|
|
|
$
|
6,233
|
|
|
$
|
14,358
|
|
|
$
|
18,532
|
|
Hondros College of Nursing Segment
|
(3,158
|
)
|
|
651
|
|
|
(10,214
|
)
|
|
2,562
|
|
Intersegment elimination
|
(2
|
)
|
|
—
|
|
|
3
|
|
|
—
|
|
Total (Loss) income from operations before interest income and income taxes
|
$
|
(2,913
|
)
|
|
$
|
6,884
|
|
|
$
|
4,147
|
|
|
$
|
21,094
|
|
APEI Segment
For the three months ended September 30, 2019, the $2.6 million, or 4.1%, decrease to approximately $61.2 million in revenue in our APEI Segment was attributable to lower net course registrations primarily as a result of the temporary exhaustion of the Navy TA program funds during the period. Net course registrations at APUS decreased 5.1% to approximately 76,700 during the three months ended September 30, 2019 compared to the same period in 2018. Income from operations before interest income and income taxes was $0.2 million during the three months ended September 30, 2019, a decrease of 96.0% compared to the same period in 2018. The decrease is due to; $2.8 million in employee compensation costs for post-employment benefits that will be payable to the APUS President upon retirement, increased advertising costs, and increased information technology costs related to the evaluation of replacements or upgrades to our information technology and learning management systems.
For the nine months ended September 30, 2019, the $2.8 million, or 1.5%, decrease to approximately $190.4 million in revenue in our APEI Segment was attributable to lower net course registrations primarily as a result of the temporary exhaustion of the Navy TA program funds. Net course registrations at APUS decreased 1.7% to approximately 236,900 during the nine months ended September 30, 2019 compared to the same period in 2018. Income from operations before interest income and income taxes in our APEI Segment was $14.4 million during the nine months ended September 30, 2019, a decrease of 22.5% compared to the same period in 2018. The decrease is due to increases in costs and expenses, including $2.8 million in employee compensation costs for post-employment benefits that will be payable to the APUS President upon retirement, and increased advertising and professional fees for the nine months ended September 30, 2019.
HCN Segment
For the three months ended September 30, 2019, the $2.4 million, or 26.8%, decrease to approximately $6.7 million in revenue in our HCN Segment was attributable to a decrease in student enrollment. HCN student enrollment decreased 30.0% to approximately 1,400 students during the three months ended September 30, 2019 compared to the same period in 2018. New student enrollment at HCN for the three month period ended September 30, 2019 decreased from 485 to 345, or approximately 28.9%, as compared to the comparable prior year period. We believe that the decrease in HCN’s enrollment for the three months ended September 30, 2019 was primarily attributable to changes in academic standards and admissions policies instituted in 2018 and the first quarter in 2019, among other factors. For example, our enrollments appear to have been impacted by negative perceptions by certain current and prospective student cohorts. The loss from operations before interest income and income taxes in our HCN Segment was $3.2 million during the three months ended September 30, 2019, compared to income of $0.7 million in the same period in 2018, primarily as a result of the goodwill impairment of $1.5 million and decrease in revenue due to lower enrollment during the three months ended September 30, 2019.
For the nine months ended September 30, 2019, the $6.0 million, or 21.6%, decrease to approximately $21.6 million in revenue in our HCN Segment was attributable to a decrease in student enrollment. HCN student enrollment decreased 22.6% during the nine months ended September 30, 2019 compared to the same period in 2018. We believe that the decrease in HCN’s enrollment for the nine months ended September 30, 2019 was primarily attributable to changes in academic standards and admissions policies instituted in 2018 and the first quarter in 2019, among other factors. For example, our enrollments appear to have been impacted by negative perceptions by certain current and prospective student cohorts. The loss from operations before interest income and income taxes in our HCN Segment was $10.2 million during the nine months ended September 30, 2019, compared to income of $2.6 million in the same period in 2018, primarily as a result of the goodwill impairment and decrease in revenue due to lower enrollment during the nine months ended September 30, 2019.
Liquidity and Capital Resources
Liquidity
We financed operating activities and capital expenditures during the nine months ended September 30, 2019 and 2018 with cash provided by operating activities. Cash and cash equivalents were $210.1 million and $212.1 million at September 30, 2019 and December 31, 2018, respectively, representing a decrease of $2.0 million, or 1.0%. Cash and cash equivalents at September 30, 2019 increased by $12.5 million from $197.6 million, or 6.3%, as compared to September 30, 2018.
We derive a significant portion of our revenue from tuition assistance programs from the Department of Defense, or DoD. Generally, these funds are received within 60 days of the start of the courses to which they relate. We also participate in programs from the U.S. Department of Veterans Affairs, or VA. Generally, these funds are received within 60 days of the start of the courses to which they relate. Another significant source of revenue is derived from our participation in ED’s Title IV programs, for which disbursements are governed by federal regulations. We have typically received disbursements under Title IV programs within 30 days of the start of the applicable course or term.
We expect to continue to fund our costs and expenses through cash generated from operations. Based on our current level of operations, we believe that our cash flow from operations and our existing cash and cash equivalents will provide adequate funds for ongoing operations and planned capital expenditures for the foreseeable future. Capital expenditures could be higher in the future as a result of, among other things, additional expenditures for technology or other business capabilities, the opening of new campuses at HCN, the acquisition or lease of existing structures or potential new construction projects, and necessary tenant improvements that arise as a result of our ongoing evaluation of our space needs and opportunities for physical growth. For example, we expect capital expenditures to increase in future periods as we accelerate the investment in and refreshment of our information technology systems. We incurred $0.8 million during the three months ending September 30, 2019 to evaluate replacements or upgrades to our information technology and learning management systems, and to inform the scope and duration of the larger overall information technology transformation program. We anticipate spending an additional $1.0 million during the three months ending December 31, 2019, and between approximately $6.0 million and $8.0 million in 2020, focusing on specific information technology projects, including replacements of our Learning Management and Customer Relationship Management systems. During the three months ended September 30, 2019, we incurred approximately $0.3 million in capital expenditures related to a new campus location in Indianapolis, Indiana, and expect to incur an additional $0.3 million during the three months ended December 31, 2019. We also expect that we will continue to make expenditures to invest in strategic opportunities and to enhance our business capabilities. We will continue to explore opportunities to invest in the education industry, which could include purchasing or investing in other education-related companies or companies developing new technologies. We may need additional capital in connection with any change in our current level of operations, including if we were to pursue significant business acquisitions or investment opportunities, or determine to make other significant investments in our business.
Share Repurchase Program
On May 2, 2019, our Board of Directors authorized the repurchase of up to $35.0 million of our common stock. We may purchase shares at management’s discretion in the open market, in privately negotiated transactions, in transactions structured through investment banking institutions, or a combination of the foregoing. We may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of shares under this authorization. The amount and timing of repurchases are subject to a variety of factors, including liquidity, cash flow, stock price and general business and market conditions. We have no obligation to repurchase shares and may modify, suspend or discontinue the repurchase program at any time. The authorization under this program is in addition to our repurchase program under which we may annually purchase up to the cumulative number of shares issued or deemed issued in that year under our equity incentive and stock purchase plan.
During the three and nine months ended September 30, 2019, the Company repurchased 638,620 and 966,081 shares of common stock, respectively. At September 30, 2019, there remains $7.7 million available under our share repurchase authorization.
Operating Activities
Net cash provided by operating activities was $31.9 million and $25.6 million for the nine months ended September 30, 2019 and 2018, respectively. The increase in cash from operating activities is primarily due to changes in working capital due to the timing of receipts and payments. Accounts receivable at September 30, 2019, was approximately $6.1 million lower than December 31, 2018 primarily due to faster payment processing by DoD tuition assistance programs. Accounts payable at September 30, 2019 was approximately $5.1 million lower than December 31, 2018 primarily due to the timing of processing of purchases and payments.
Investing Activities
Net cash used in investing activities was $4.2 million and $5.3 million for the nine months ended September 30, 2019 and 2018, respectively. This decrease was primarily related to a decrease in technology-related capital expenditures partially offset by capital expenditures related to the new Indianapolis, Indiana campus.
Financing Activities
Net cash used in financing activities was $29.8 million and $1.8 million for the nine months ended September 30, 2019 and 2018, respectively. The increase in cash used in financing activities for the nine months ended September 30, 2019 was related to $27.3 million used to repurchase our common stock in accordance with our share repurchase programs and increased cash used for the deemed repurchase of our common stock to satisfy minimum tax-withholding requirements in connection with the vesting of restricted stock grants.
On May 2, 2019, our Board of Directors authorized the program to repurchase up to $35.0 million of our common stock described in “Liquidity and Capital Resources - Liquidity - Share Repurchase Program” above.
For additional information on our repurchases of our common stock, please refer to “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” of Part II of our Annual Report and “Item 2. Unregistered Sales of Equity Securities and Use of Proceeds - Repurchases” of Part II of this Quarterly Report on Form 10-Q.
Off-Balance Sheet Arrangements
We do not have off-balance sheet financing arrangements, including any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities.
Contractual Commitments
We have various contractual obligations consisting of operating leases and purchase obligations. Purchase obligations include agreements with consultants, contracts with third-party service providers, and other future contracts or agreements.
In May 2019, HCN entered into a lease agreement for a new campus location in Indianapolis, Indiana. The lease term begins in October 2019 for a 62 month period expiring in November 2024, with an option for an additional five year renewal. The total value of the minimum rental payments for the initial term of the lease are $1.8 million.
In October 2019, APUS entered into a 84 month agreement with a Learning Management System provider with cancellation permitted after 48 months. The total value of the contract over that 48 month period is approximately $2.8 million.
There were no other material changes to our contractual commitments outside of the ordinary course of our business during the nine months ended September 30, 2019.