UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 8-K

 CURRENT REPORT

 Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 24, 2021

 
American Public Education, Inc.
 
 
(Exact name of registrant as specified in its charter)
 

   
 
 
 
 
Delaware
  
001-33810
  
01-0724376
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
111 W. Congress Street
Charles Town, West Virginia
  
25414
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code: 304-724-3700

                                      N/A                                      
(Former name or former address, if changed since last report.) 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
  ☐
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
☐
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
☐
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $.01 par value
APEI
Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 2.02
Results of Operations and Financial Condition.

Although American Public Education, Inc. (the “Company”) has not finalized its full financial results for the quarter and year ended December 31, 2020, as of February 24, 2021, the Company anticipates the following registrations, enrollment and revenue for the quarter and year ended December 31, 2020, as applicable:

Preliminary Registration and Enrollment Information:

American Public University System(1)
      
For the three months ended December 31,
2020
  
2019
  Net Course Registrations by New Students
11,600
  
9,900
  Net Course Registrations
88,400
  
79,800
       
For the twelve months ended December 31,
      
  Net Course Registrations by New Students
47,400
  
40,200
  Net Course Registrations
353,100
  
316,700
       
As of December 31,
      
  APUS Total Student Enrollment(2)
90,400
  
81,000
       
Hondros College of Nursing(3)
      
For the three months ended December 31, 
2020
  
2019
  New Student Enrollment
710
  
529
  HCN Total Student Enrollment
2,139
  
1,595
       
Rasmussen University
      
As of December 31, 
2020
  
2019
  Total Student Enrollment
18,197
  
17,196
______________
(1)
APUS Net Course Registrations represent the approximate aggregate number of courses for which students remain enrolled after the date by which they may drop a course without financial penalty.

(2)
APUS Student Enrollment represents the number of unique active students, including those who take an approved leave of absence for up to two years, who have reached the eighth day of their first course or who have completed at least one course within the last 12 months for which a grade was received.  Excludes students in doctoral programs.

(3)
HCN Student Enrollment represents the total number of students enrolled in a course after the date by which students may drop a course without financial penalty.   

Preliminary Revenue Information:

(in thousands, except percentages)

 
2020
  
2019
  
Percent Change
(Year-over-Year)
Revenue for year ended December 31, (Consolidated)(1)
   $321,785
  
     $286,270
  
12.4%
Revenue for three months ended December 31, (Consolidated) (1)
      $85,909
  
$74,381
  
15.5%
           
APEI Segment
          
For the year ended December 31,
    $285,766
  
$256,899
  
11.2%
For the three months ended December 31,
      $75,515
  
    $66,513
  
13.5%
           
HCN Segment
          
Revenue for year ended December 31,
    $36,091
  
$29,479
  
22.4%
Revenue for three months ended December 31,
     $10,409
  
$7,895
  
31.8%
__________________
(1)
Gives effect to the elimination of intersegment revenue in consolidation related to revenue earned by the APEI Segment for the value of courses taken by HCN Segment employees at APUS charged to the HCN Segment.

The preliminary registration, enrollment and revenue information set forth above has been prepared by and is the responsibility of management. The information set forth above has not been audited or reviewed by our independent registered public accounting firm. In addition, such information does not present all information necessary for an understanding of the Company’s financial condition and liquidity as of December 31, 2020 and its results of operations for the quarter and year ended December 31, 2020 and is subject to change in connection with the preparation of our financial statements for the year ended December 31, 2020. Accordingly, you should not place undue reliance on this information.

The information furnished in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
American Public Education, Inc.
 
 
 
 
 
Date: February 24, 2021
 
 
 
 
By:
/s/ Richard W. Sunderland, Jr.
 
 
 
Richard W. Sunderland, Jr.
 
 
 
Executive Vice President and Chief Financial Officer