American Public Education Inc 8-K/A, filed Nov 17, 2021

American Public Education Inc (APEI)

8-K/A 2021-11-17 For: 2021-09-01

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Added on April 04, 2026

About this 8-K/A

American Public Education Inc filed this 8-K/A on November 17, 2021, reporting on events of September 1, 2021.

Items reported

Item 9.01: Financial statements and exhibits

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Delaware		001-33810		01-0724376
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	APEI	Nasdaq Global Select Market

Exhibit No.	Description
2.1	Membership Interest Purchase Agreement, dated October 28, 2020, by and among American Public Education, Inc., FAH Education, LLC, Rasmussen, LLC, and Rasmussen College, LLC (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 001-33810) filed with the Securities and Exchange Commission on October 29, 2020).

10.1	Credit Agreement, dated September 1, 2021, by and among American Public Education, Inc., the Lenders and Issuing Banks from time to time party thereto, Macquarie Capital Funding LLC, Macquarie Capital (USA) Inc., and Truist Securities, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-33810) filed with the Securities and Exchange Commission on September 2, 2021). *

10.2	Collateral Agreement, dated September 1, 2021, by and among American Public Education, Inc., Macquarie Capital Funding LLC, as administrative agent and collateral agent and the Guarantors from time to time party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-33810) filed with the Securities and Exchange Commission on September 2, 2021). *

23.1	Consent of McClintock & Associates, independent auditor to Rasmussen, LLC.

99.1	American Public Education, Inc. press release dated September 2, 2021 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 001-33810) furnished with the Securities and Exchange Commission on September 2, 2021).

99.2	Audited consolidated balance sheets of Rasmussen, LLC as of December 31, 2020 and December 31, 2019, and the related consolidated statements of income, stockholder’s equity and cash flows for each of the two years in the period ended December 31, 2020.

99.3	Unaudited interim consolidated financial statements of Rasmussen, LLC as of and for the six months ended June 30, 2021 and June 30, 2020.

99.4	Unaudited pro forma condensed combined financial information of the Company and Rasmussen, LLC as of and for the nine months ended September 30, 2021 and for the year ended December 31, 2020.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

		American Public Education, Inc.

Date:	November 17, 2021	By:	/s/ Richard W. Sunderland, Jr.
			Richard W. Sunderland, Jr., Executive Vice President and Chief Financial Officer

	December 31,
	2020		2019
CURRENT ASSETS
Cash and cash equivalents	$	37,076	$	15,823
Restricted cash		786		706
Accounts receivable, net of allowance for doubtful accounts of $3,385 and $4,159, respectively		5,938		4,157
Prepaid expenses		4,496		3,715
Other current assets		1,912		1,194
TOTAL CURRENT ASSETS		50,208		25,595
FURNITURE, EQUIPMENT AND IMPROVEMENTS, net		31,137		27,075
OTHER ASSETS
Deposits and other assets		576		89
Due from Parent		0		1,752
Curriculum development costs, net of accumulated amortization of $250 and 0, respectively		1,206		0
Goodwill		66,526		66,526
Other intangible assets, net of accumulated amortization of $22,870 and $10,105, respectively		44,053		56,818
TOTAL OTHER ASSETS		112,361		125,185
TOTAL ASSETS	$	193,706	$	177,855


LIABILITIES AND MEMBER'S EQUITY
CURRENT LIABILITIES
Accounts payable	$	12,771	$	2,133
Accrued expenses		6,468		6,706
Due to students under financial aid programs		786		706
Prepaid tuition		4,155		3,676
Deferred revenue and scholarships		0		1,590
Current portion of long-term debt, net of deferred financing costs		5,363		11,503
TOTAL CURRENT LIABILITIES		29,543		26,314
LONG-TERM LIABILITIES
Long-term debt, net of current portion and deferred financing costs		40,965		59,580
Deferred rent		4,604		314
Fair value of interest rate swap contract		1,431		852
Other long-term liabilities		492		1,287
TOTAL LONG-TERM LIABILITIES		47,492		62,033
MEMBER'S EQUITY		116,671		89,508
TOTAL LIABILITIES AND MEMBER'S EQUITY	$	193,706	$	177,855

				Successor			Predecessor
				March 16,			January 1,
	Year Ended			2019 to			2019 to
	December 31,			December 31,			March 15,
	2020			2019			2019
REVENUES	$	261,545		$	193,171		$	51,354
OPERATING EXPENSES
Instructional		107,812			88,186			19,591
General and administrative		40,931			30,173			12,639
Admissions		68,368			52,527			12,699
Depreciation and amortization		20,137			15,697			1,059
TOTAL OPERATING EXPENSES		237,248			186,583			45,988
INCOME FROM OPERATIONS BEFORE OTHER INCOME (EXPENSE)		24,297			6,588			5,366
Investment income		86			62			114
Interest expense		(3,573	)		(3,902	)		0
		(3,487	)		(3,840	)		114
NET INCOME	$	20,810		$	2,748		$	5,480

			Additional
	Common		Paid-In		Retained			Treasury
	Stock		Capital		Earnings			Stock
Predecessor:
BALANCE AT DECEMBER 31, 2018	$	428	$	70,585	$	65,024		$	(29,169	)
Net income		0		0		5,480			0
Stock compensation expense		0		365		0			0
Other distributions to shareholders		0		0		(44,500	)		0
Distributions to shareholders for income taxes		0		0		(263	)		0
BALANCE AT MARCH 15, 2019	$	428	$	70,950	$	25,741		$	(29,169	)

							Accumulated
							Other
	Member's			Accumulated			Comprehensive
	Capital			Deficit			Loss			Total
Successor:
BALANCE AT MARCH 16, 2019	$	88,462		$	0		$	0		$	88,462
Net income		0			2,748			0			2,748
Return of capital		(850	)		0			0			(850	)
Total other comprehensive loss		0			0			(852	)		(852	)
BALANCE AT DECEMBER 31, 2019		87,612			2,748			(852	)		89,508
Net income		0			20,810			0			20,810
Capital contributions		13,000			0			0			13,000
Distributions to member		0			(6,068	)		0			(6,068	)
Total other comprehensive loss		0			0			(579	)		(579	)
BALANCE AT DECEMBER 31, 2020	$	100,612		$	17,490		$	(1,431	)	$	116,671

	2020			2019
Furniture and equipment	$	9,188		$	7,733
Computer equipment and software		6,084			4,663
Leasehold improvements		21,323			19,101
		36,595			31,497
Less accumulated depreciation and amortization		(12,641	)		(5,519	)
		23,954			25,978
Construction in progress		7,183			1,097
	$	31,137		$	27,075

Furniture and equipment	5 - 7 years
Computer equipment and software	3 - 5 years
Leasehold improvements	Remaining lease term

Predecessor:
No activity for the period January 1, 2019 to March 15, 2019
Successor:
Intangible assets acquired on March 15, 2019	$	145,283
Decrease resulting from fair value adjustment of net assets acquired		(11,834	)
Total intangible assets (Note S)		133,449
Other intangible assets values assigned		(66,923	)

Goodwill balance as of December 31, 2019	$	66,526

	2020
	Gross Carrying		Accumulated			Net Carrying
	Amount		Amortization			Amount
Finite-lived other intangible assets:
Course content	$	6,086	$	(2,726	)	$	3,360
Student base		33,730		(20,144	)		13,586

Total finite-lived other intangible assets		39,816		(22,870	)		16,946

Indefinite-lived other intangible assets:
Trademarks/tradenames		19,264		0			19,264
Accreditation		7,843		0			7,843

Total indefinite-lived other intangible assets:		27,107		0			27,107

Total other intangible assets	$	66,923	$	(22,870	)	$	44,053

Years Ending
December 31,	Amount
2021	$	12,765
2022		3,864
2023		317
	$	16,946

Years Ending	Principal		Deferred			Net
December 31,	Payments		Financing Costs			Amount
2021	$	5,625	$	(262	)	$	5,363
2022		7,031		(262	)		6,769
2023		7,500		(262	)		7,238
2024		27,014		(56	)		26,958

	$	47,170	$	(842	)	$	46,328

			Future
Years Ending	Future		Sublease
December 31,	Commitments		Income
2021	$	34,823	$	9
2022		32,660		9
2023		28,500		9
2024		22,956		10
2025		7,835		10
Thereafter		34,708		7

	$	161,482	$	54

	December 31, 2020
	Carrying		Fair Value
	Amount		Level 1		Level 2		Level 3		Total
Financing liabilities:
Interest rate swap agreement	$	1,431	$	0	$	1,431	$	0	$	1,431
Long-term debt	$	47,170	$	0	$	0	$	47,170	$	47,170

	December 31, 2019
	Carrying		Fair Value
	Amount		Level 1		Level 2		Level 3		Total
Financing liabilities:
Interest rate swap agreement	$	852	$	0	$	852	$	0	$	852
Long-term debt	$	72,188	$	0	$	0	$	72,188	$	72,188

	Long-term
	Debt
Predecessor:
No activity for the period January 1, 2019 to March 15, 2019
Successor:
Beginning balance	$	0
Unrealized loss included in other comprehensive income		0
Purchases, sales, issuances and settlements, net		72,188
Transfers in and/or out of Level 3		0
Long-term debt balance as of December 31, 2019		72,188
Unrealized loss included in other comprehensive income		0
Purchases, sales, issuances and settlements, net		(25,018	)
Transfers in and/or out of Level 3		0
Long-term debt balance as of December 31, 2020	$	47,170

Initial purchase price	$	164,300
Purchase price adjustment		850
Purchase price	$	165,150
Assets acquired:
Cash and cash equivalents	$	24,717
Restricted cash		431
Accounts receivable		5,974
Prepaid expenses and other current assets		4,871
Furniture, equipment and improvements		27,376
Deposits and other assets		98
Internally developed software		72
Total assets acquired		63,539
Liabilities assumed:
Accounts payable		566
Accrued expenses		14,003
Due to students under financial aid programs		431
Prepaid tuition		3,931
Deferred tuition and other deferred revenue		11,451
Other long-term liability		1,456
Total liabilities assumed		31,838
Net assets acquired	$	31,701
Purchase price	$	165,150
Net assets acquired		(31,701	)
Intangible assets (Note E)	$	133,449

	June 30,		December 31,
	2021		2020
CURRENT ASSETS
Cash and cash equivalents	$	39,174	$	37,076
Restricted cash		329		786
Accounts receivable, net of allowance for doubtful accounts of $3,709 and $3,385, respectively		4,971		5,938
Prepaid expenses		3,190		4,496
Other current assets		1,937		1,912
TOTAL CURRENT ASSETS		49,601		50,208

FURNITURE, EQUIPMENT AND IMPROVEMENTS, net		32,374		31,137

OTHER ASSETS
Deposits and other assets		905		576
Curriculum development costs, net of accumulated amortization of $501 and $250, respectively		1,203		1,206
Goodwill		66,526		66,526
Other intangible assets, net of accumulated amortization of $29,253 and $22,870, respectively		37,670		44,053
TOTAL OTHER ASSETS		106,304		112,361

TOTAL ASSETS	$	188,279	$	193,706

CURRENT LIABILITIES
Accounts payable	$	8,266	$	12,771
Accrued expenses		6,367		6,468
Due to students under financial aid programs		326		786
Prepaid tuition		468		4,155
Deferred revenue and scholarships		1,028		0
Current portion of long-term debt, net of deferred financing costs		4,548		5,363
TOTAL CURRENT LIABILITIES		21,003		29,543

LONG-TERM LIABILITIES
Long-term debt, net of current portion and deferred financing costs		39,690		40,965
Deferred rent		5,493		4,604
Fair value of interest rate swap contract		902		1,431
Other long-term liabilities		558		492
TOTAL LONG-TERM LIABILITIES		46,643		47,492

MEMBER'S EQUITY		120,633		116,671

TOTAL LIABILITIES AND MEMBER'S EQUITY	$	188,279	$	193,706

	Six-Month			Six-Month
	Period Ended			Period Ended
	June 30,			June 30,
	2021			2020
REVENUES	$	137,348		$	125,878

OPERATING EXPENSES
Instructional		52,790			47,945
General and administrative		28,709			32,195
Admissions		31,493			31,390
Depreciation and amortization		10,294			9,990
TOTAL OPERATING EXPENSES		123,286			121,520

INCOME FROM OPERATIONS BEFORE OTHER INCOME (EXPENSE)		14,062			4,358
Investment income		34			63
Interest expense		(1,483	)		(1,875	)
		(1,449	)		(1,812	)

NET INCOME	$	12,613		$	2,546

						Accumulated
						Other
	Member's		Accumulated			Comprehensive
	Capital		Earnings			Loss			Total
BALANCE AT DECEMBER 31, 2020	$	100,612	$	17,490		$	(1,431	)	$	116,671

Net income		0		12,613			0			12,613

Capital contributions		0		0			0			0

Distributions to member		0		(9,180	)		0			(9,180	)

Total other comprehensive income		0		0			529			529

BALANCE AT JUNE 30, 2021	$	100,612	$	20,923		$	(902	)	$	120,633

	Six-Month			Six-Month
	Period Ended			Period Ended
	June 30,			June 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	12,613		$	2,546
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for bad debt		2,812			2,139
Depreciation and amortization		10,294			9,990
Deferred loan fees		131			131
Deferred rent		889			1,786
Decrease (increase) in:
Accounts receivable		(1,846	)		(2,419	)
Due from Parent		0			(642	)
Prepaid expenses		1,307			370
Other current assets		(25	)		(796	)
Deposits and other assets		(328	)		(131	)
Increase (decrease) in:
Accounts payable		(4,505	)		(378	)
Accrued expenses		470			1,298
Due to students under financial aid programs		(461	)		(405	)
Prepaid tuition		(3,687	)		(109	)
Deferred revenue and scholarships		457			(337	)
Other long term liabilities		65			(16	)
Total net operating adjustments		5,573			10,481
NET CASH PROVIDED BY OPERATING ACTIVITIES		18,186			13,027

CASH FLOWS FROM INVESTING ACTIVITIES
Payments for curriculum development costs		(255	)		0
Acquisition of furniture, equipment and improvements		(4,891	)		(2,763	)
NET CASH USED IN INVESTING ACTIVITIES		(5,146	)		(2,763	)

CASH FLOWS FROM FINANCING ACTIVITIES
Payments on long-term debt		(2,219	)		(9,625	)
Distributions to member		(9,180	)		(16	)
NET CASH USED IN FINANCING ACTIVITIES		(11,399	)		(9,641	)

NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		1,641			623

Cash, cash equivalents, and restricted cash at beginning of period		37,862			16,529

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	39,503		$	17,152

	Gross Carrying		Accumulated			Net Carrying
	Amount		Amortization			Amount
Finite-lived other intangible assets:
Course content	$	6,086	$	(3,487	)	$	2,599
Student base		33,730		(25,766	)		7,964
Total finite-lived other intangible assets		39,816		(29,253	)		10,563

Indefinite-lived other intangible assets:
Trademarks/tradenames		19,264		0			19,264
Accreditation		7,843		0			7,843
Total indefinite-lived other intangible assets		27,107		0			27,107
Total other intangible assets	$	66,923	$	(29,253	)	$	37,670

Years Ending
December 31,	Amount
2021	$	6,382
2022		3,864
2023		317
	$	10,563

			Future
Years Ending	Future		Sublease
December 31,	Commitments		Income
2021	$	18,007	$	5
2022		34,284		9
2023		30,476		9
2024		24,719		9
2025		9,612		11
2026		8,920		7
Thereafter		31,051		0
	$	157,069	$	50

	June 30,		December 31
	2021		2020
Cash and cash equivalents	$	39,174	$	37,076
Restricted cash		329		786
Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows	$	39,503	$	37,862

Level 1		Inputs in the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

Level 2		Inputs to the valuation methodology include:

		Quoted prices for similar assets or liabilities in active markets.

		Quoted prices for identical or similar assets or liabilities in inactive markets.

		Inputs other than quoted prices that are observable for the asset or liability.

		Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3		Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

	June 30, 2021
	Carrying		Fair Value
	Amount		Level 1		Level 2		Level 3		Total
Financing liabilities:
Interest rate swap agreement	$	902	$	0	$	902	$	0	$	902
Long-term debt	$	44,949	$	0	$	0	$	44,949	$	44,949

	Long-term
	Debt
Beginning balance as of January 1, 2021	$	47,170
Unrealized loss included in other comprehensive income		0
Purchases, sales, issuances and settlements, net		(2,221	)
Transfers in and/or out of Level 3		0
Ending balance as of June 30, 2021	$	44,949

	American Public Education, Inc.			Rasmussen, LLC Adjusted (Note 4)			Transaction accounting adjustments			Notes	Other transaction accounting adjustments			Notes	Pro Forma Combined
Revenue	$	264,803		$	182,181		$	-			$	-			$	446,984
Costs and expenses												-
Instructional costs and services		105,257			70,851			-				-				176,108
Selling and promotional		60,350			43,294			-				-				103,644
General and administrative		75,579			39,205			-				-				114,784
Loss on disposals of long-lived assets		182			-			-				-				182
Depreciation and amortization		9,561			13,831			818		7(a)		-				24,210
Total costs and expenses		250,929			167,181			818				-				418,928
Income from operations before interest expense, interest income and income taxes		13,874			15,000			(818	)			-				28,056
Interest (expense) income		(1,167	)		(1,926	)		-				(6,950	)	7(b)		(10,043	)
Income from operations before income taxes		12,707			13,074			(818	)			(6,950	)			18,013
Income tax expense (benefit)		3,509			-			1,445		7(c)		-				4,954
Equity investment loss		(827	)		-			-								(827	)
Net income	$	8,371		$	13,074		$	(2,263	)		$	(6,950	)		$	12,232
Net income per common share:
Basic	$	0.47													$	0.70
Diluted	$	0.46													$	0.82
Weighted average number of shares outstanding:
Basic		17,874														17,454
Diluted		18,048														14,948

Cash	$	329,000
Working capital adjustment and additional cash contributions		1,704
Total estimated consideration to be paid		330,704

Assets acquired:
Cash and cash equivalents		5,200
Accounts receivable		10,700
Prepaid expenses		4,600
Property and equipment, net		36,996
Operating lease assets		75,800
Deferred tax asset		3,205
Intangible assets		86,500
Other assets		600
Total assets acquired		223,601

Liabilities assumed:
Accounts payable		1,200
Accrued expenses		6,700
Deferred revenue		22,700
Operating lease liabilities, current		11,200
Operating lease liabilities, long-term		67,000
Other liabilities		1,300
Total liabilities assumed		110,100
Net assets acquired		113,501
Goodwill	$	217,203

	Rasmussen, LLC Eight months ended August 31, 2021		Reclassification (1)			Rasmussen, LLC Adjusted
Revenue	$	182,181	$	-		$	182,181
Costs and expenses
Instructional costs and services		-		70,851			70,851
Instructional		78,761		(78,761	)		-
Selling and promotional		-		43,293			43,293
General and administrative		34,116		5,090			39,206
Admissions		45,794		(45,794	)		-
Depreciation and amortization		-		13,831			13,831
Total costs and expenses		158,671		8,510			167,181
Income from operations before interest and income taxes		23,510		(8,510	)		15,000
Investment income		45		(45	)		-
Interest (expense) income		-		(1,926	)		(1,926	)
Amortization expense		8,510		(8,510	)		-
Interest expense		1,971		(1,971	)		-
Net income	$	13,074	$	(0	)	$	13,074

	Rasmussen, LLC Year Ended December 31, 2020			Reclassification (1)			Rasmussen, LLC Adjusted
Revenue	$	261,545		$	-		$	261,545
Costs and expenses
Instructional costs and services					107,812			107,812
Instructional		107,812			(107,812	)		-
Selling and promotional		-			68,368			68,368
General and administrative		40,931			-			40,931
Admissions		68,368			(68,368	)		-
Depreciation and amortization		20,137			-			20,137
Total costs and expenses		237,248			-			237,248
Income from operations before interest income and income taxes		24,297			-			24,297
Investment income		86			(86	)		-
Interest income, net		-			86			86
Interest expense		(3,573	)		-			(3,573	)
Net income	$	20,810		$	-		$	20,810

		Nine months ended September 30, 2021			Year ended December 31, 2020
Expenses
7(a)	Transaction accounting adjustments to depreciation and amortization expense
	Elimination of Rasmussen's amortization on intangibles	$	(8,510	)	$	(12,765)
	Amortization of Rasmussen's intangibles at stepped up value		10,278			15,417
	Elimination of Rasmussen's depreciation expense on property and equipment		(5,330	)		(7,123)
	Depreciation expense of Rasmussen's property and equipment at stepped up value		4,380			6,570
	Total adjustments to depreciation and amortization expense	$	818		$	2,099

7(b)	Other transaction accounting adjustments to interest expense:
	Elimination of interest expense on Rasmussen's debt	$	(1,971	)	$	(3,573)
	Interest expense on new debt (1)		7,235			10,767
	Elimination of deferred financing costs-outstanding on Rasmussen's debt		-			(842	)
	Amortization of new debt issuance costs		1,686			2,507
	Total adjustments to interest income (expense), net	$	(6,950	)	$	(8,859	)

7(c)	Transaction accounting adjustments to income tax expense:
	To adjust for pro forma income tax expense that was calculated using APEI's effective tax rate of 27.5%	$	1,445		$	2,798