a6090427.htm
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
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þ
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT
OF 1934
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For the quarterly period ended September 30,
2009 |
or
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the transition period from
to |
Commission
File Number: - 001-33810
AMERICAN
PUBLIC EDUCATION, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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01-0724376
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(State
or other jurisdiction of
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(I.R.S.
Employer
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Incorporation
or organization)
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Identification
No.)
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111
West Congress Street
Charles
Town, West Virginia 25414
(Address,
including zip code, of principal executive offices)
(304) 724-3700
(Registrant’s
telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes þ No o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes o No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer, or a smaller reporting company.
See the definition of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
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Large
accelerated filer o
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Accelerated
filer þ
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Non-accelerated
filer o
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Smaller
reporting company o
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(Do not check if a smaller
reporting company)
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Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes o No þ
The total
number of shares of common stock outstanding as of October 30, 2009 was
18,213,185.
AMERICAN
PUBLIC EDUCATION, INC.
FORM
10-Q
INDEX
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Page
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3
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10
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16
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16
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17
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17
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17
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17
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17
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17
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17
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19
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PART I – FINANCIAL INFORMATION
Consolidated
Balance Sheets
(In
thousands)
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As
of September 30,
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As
of December 31,
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2009
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2008
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(Unaudited)
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ASSETS
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Current
assets:
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Cash
and cash equivalents
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$
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63,788
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$
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47,714
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Accounts
receivable, net of allowance of $680 in 2009 and $537 in
2008
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8,427
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6,188
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Prepaid
expenses
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2,393
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2,156
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Income
tax receivable
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3,806
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1,306
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Deferred
income taxes
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1,235
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640
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Total
current assets
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79,649
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58,004
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Property
and equipment, net
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23,834
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19,622
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Other
assets, net
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1,622
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1,187
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Total
assets
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$
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105,105
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$
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78,813
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LIABILITIES
AND STOCKHOLDERS’ EQUITY
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Current
liabilities:
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Accounts
payable
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$
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4,724
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$
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4,946
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Accrued
liabilities
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5,726
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5,250
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Accrued
bonus
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2,559
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1,825
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Deferred
revenue and student deposits
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14,897
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9,626
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Total
current liabilities
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27,906
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21,647
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Deferred
income taxes
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4,550
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3,691
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Total
liabilities
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32,456
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25,338
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Commitments
and contingencies (Note 2)
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Stockholders’
equity:
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Preferred
stock, $.01 par value;
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Authorized
shares - 10,000; no shares issued or
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outstanding
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-
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-
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Common
stock, $.01 par value;
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Authorized
shares - 100,000; 18,212 issued and
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18,212
outstanding in 2009; 18,030 issued and
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18,023
outstanding in 2008
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182
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180
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Additional
paid-in capital
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135,391
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132,078
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Less
cost of 6 shares of treasury stock
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-
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(295)
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Accumulated
deficit
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(62,924)
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(78,488)
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Total
stockholders’ equity
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72,649
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53,475
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Total
liabilities and stockholders' equity
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$
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105,105
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$
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78,813
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The
accompanying notes are an integral part of these consolidated financial
statements.
AMERICAN
PUBLIC EDUCATION, INC.
Consolidated
Statements of Income
(In
thousands, except share and per share amounts)
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Three
Months Ended |
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Nine
Months Ended |
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September
30, |
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September
30, |
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2009
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2008
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2009
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2008
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(Unaudited)
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(Unaudited)
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Revenues
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$ |
36,471 |
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$ |
27,404 |
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$ |
105,345 |
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$ |
75,644 |
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Costs
and expenses:
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Instructional
costs and services
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14,745 |
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10,901 |
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41,861 |
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31,334 |
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Selling
and promotional
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5,598 |
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3,600 |
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15,085 |
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8,390 |
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General
and administrative
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6,465 |
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5,586 |
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18,563 |
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15,461 |
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Depreciation
and amortization
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1,277 |
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1,114 |
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3,934 |
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3,043 |
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Total
costs and expenses
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28,085 |
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21,201 |
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79,443 |
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58,228 |
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Income
from operations before
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interest
income and income taxes
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8,386 |
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6,203 |
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25,902 |
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17,416 |
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Interest
income, net
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30 |
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181 |
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70 |
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619 |
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Income
before income taxes
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8,416 |
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6,384 |
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25,972 |
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18,035 |
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Income
tax expense
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3,404 |
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2,568 |
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10,408 |
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6,889 |
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Net
income
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$ |
5,012 |
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$ |
3,816 |
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$ |
15,564 |
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$ |
11,146 |
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Net
Income per common share:
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Basic
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$ |
0.28 |
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$ |
0.21 |
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$ |
0.86 |
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$ |
0.63 |
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Diluted
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$ |
0.27 |
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$ |
0.20 |
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$ |
0.82 |
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$ |
0.59 |
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Weighted
average number of
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common
shares:
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Basic
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18,195,583 |
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17,845,581 |
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18,137,946 |
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17,796,305 |
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Diluted
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18,910,456 |
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18,850,558 |
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18,899,522 |
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18,805,922 |
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The
accompanying notes are an integral part of these consolidated financial
statements.
AMERICAN
PUBLIC EDUCATION, INC.
Consolidated
Statements of Cash Flows
(In
thousands)
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Nine
Months Ended September 30 |
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2009
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2008
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(Unaudited)
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Operating
activities
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Net
income
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$ |
15,564 |
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$ |
11,146 |
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Adjustments
to reconcile net income to net cash provided by operating
activities
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Provision
for bad debt
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143 |
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240 |
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Depreciation
and amortization
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3,934 |
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3,043 |
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Stock-based
compensation
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1,649 |
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1,242 |
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Stock
issued for director compensation
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142 |
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147 |
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Deferred
income taxes
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264 |
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|
554 |
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Changes
in operating assets and liabilities:
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Accounts
receivable
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(2,383 |
) |
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(2,232 |
) |
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Prepaid
expenses
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(237 |
) |
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(94 |
) |
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Income
tax receivable
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(2,500 |
) |
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(967 |
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Accounts
payable
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(222 |
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1,806 |
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Accrued
liabilities
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|
476 |
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1,624 |
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Accrued
bonus
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734 |
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|
426 |
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Deferred
revenue and student deposits
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5,271 |
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2,996 |
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Net
cash provided by operating activities
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22,835 |
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19,931 |
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Investing
activities
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Capital
expenditures
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(7,758 |
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(6,547 |
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Capitalized
program development costs and other assets
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(823 |
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(382 |
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Net
cash used in investing activities
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(8,581 |
) |
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(6,929 |
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Financing
activities
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Common
stock issuance costs related to public offerings
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- |
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(96 |
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Cash
received from issuance of common stock, net of issuance
costs
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|
505 |
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|
488 |
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Excess
tax benefit from stock based compensation
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1,315 |
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|
1,005 |
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Net
cash provided by financing activities
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1,820 |
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1,397 |
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Net
increase in cash and cash equivalents
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16,074 |
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|
14,399 |
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Cash
and cash equivalents at beginning of period
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47,714 |
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|
26,951 |
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Cash
and cash equivalents at end of period
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$ |
63,788 |
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$ |
41,350 |
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Supplemental
disclosure of cash flow information
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Income
taxes paid
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$ |
11,329 |
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$ |
6,629 |
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The
accompanying notes are an integral part of these consolidated financial
statements
Notes
to Consolidated Financial Statements
1.
Nature of the Business
American
Public Education, Inc. (“APEI”) together with its subsidiary (the “Company”) is
a provider of exclusively online postsecondary education directed primarily at
the needs of the military and public service communities that operates in one
reportable segment. APEI has one subsidiary, American Public University System,
Inc. (the “University System”), a West Virginia corporation, which is a
regionally accredited post secondary education institution operating through two
universities, American Military University and American Public
University.
The
University System achieved regional accreditation in May 2006 with The Higher
Learning Commission of the North Central Association of Colleges and Schools and
became eligible for federal student aid programs under Title IV for classes
beginning in November 2006.
2.
Basis of Presentation
The
accompanying unaudited interim consolidated financial statements of the Company
have been prepared in accordance with accounting principles generally accepted
in the United States (“GAAP”). All intercompany transactions have
been eliminated in consolidation. The financial statements do
not include all of the information and footnotes required by GAAP for complete
financial statement presentations. In the opinion of management, these
statements include all adjustments (consisting of normal recurring adjustments)
considered necessary to present a fair statement of our consolidated results of
operations, financial position and cash flows. Operating results for any interim
period are not necessarily indicative of the results that may be expected for
the year ended December 31, 2009. This Quarterly Report on Form 10-Q should be
read in conjunction with the Company’s consolidated financial statements and
footnotes in its audited financial statements included in its Annual Report, on
Form 10-K, for the year ended December 31, 2008.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.
Recent Accounting
Pronouncements
In June 2009, the FASB issued Statement
of Financial Accounting Standards No. 168, The FASB Accounting Standards
CodificationTM and the Hierarchy of Generally
Accepted Accounting Principles – a replacement of FASB Statement No.
162, (“SFAS 168”). SFAS 168 establishes the FASB Accounting
Standards Codification as the single source of authoritative non-governmental
accounting principles recognized by the FASB to be applied in the preparation of
financial statements in conformity with generally accepted accounting principles
(GAAP). SFAS 168 explicitly recognizes rules and interpretive
releases of the Securities and Exchange Commission (SEC) under federal
securities laws as authoritative GAAP for SEC registrants. Effective
September 15, 2009 we adopted FASB ASC Topic 105, which replaced SFAS
168. The adoption of FASB ASC Topic 105 did not have a material
impact on the Company’s financial statements.
In May
2009, the FASB issued Statement of Financial Accounting Standards No. 165, Subsequent Events, (“SFAS
165”). SFAS 165 establishes general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. The
effective date is for interim and annual periods ending after June 15,
2009. Effective September 15, 2009 SFAS 165 was replaced by FASB ASC
Topic 855. We have reviewed our business activities through November
5, 2009, the issue date of our financial statements, and have no subsequent
events to report.
In
September 2006, the FASB issued Statement of Financial Accounting Standards No.
157, Fair Value
Measurements (“SFAS 157”). SFAS 157 defines and establishes a
framework for measuring fair value. In addition, SFAS 157 expands
disclosures about fair value measurements. In February 2009, FASB
issued FASB Staff Position No. (FSP) 157-2 deferring the effective date of SFAS
157 to fiscal years beginning after November 15, 2008, and interim periods
within those fiscal years for items within the scope of this FSP. The
effective date for the Company was January 1, 2009. In April 2009,
FASB issued FASB Staff Position No. (FSP) 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not
Orderly. FSP 157-4 reaffirms SFAS 157’s objective of fair
value measurement to reflect how much an asset would be sold for in an orderly
transaction. Its effective date is for interim and annual periods
ending after June 15, 2009 but it may be adopted early for the interim and
annual periods ending after March 15, 2009. Effective September 15,
2009, SFAS 157, FSP 157-2 and FSP 157-4 were replaced by FASB ASC Topic
820.
In April
2008, FASB issued FASB Staff Position No. (FSP) 142-3, Determination of the Useful Life of
Intangible Assets. This FSP amends the factors that should be
considered in developing renewal or extension assumptions used to determine the
useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible
Assets. The FSP is effective for financial statements issued
for fiscal years beginning after December 15, 2008, and interim periods within
those fiscal years. FSP 142-3 was effective for the Company on
January 1, 2009. Effective September 15, 2009 SFAS 142 was replaced
by FASB ASC Topic 350 and FSP 142-3 was replaced by FASB ASC Topics 275 and
350.
In
December 2007, the FASB issued Statement of Financial Accounting Standards No.
141, (revised 2007), Business
Combinations (“SFAS 141R”) which was amended and clarified in April 2009
when FASB issued FASB Staff Position No. (FSP) 141(R)-1. The Statement
establishes revised principles and requirements for how the Company will
recognize and measure assets and liabilities acquired in a business
combination. The Statement is effective for business combinations
completed on or after the beginning of the first annual reporting period
beginning on or after December 15, 2008. In addition, in
December 2007, the FASB issued Statement of Financial Accounting Standards
No. 160, Non-controlling
Interests in Consolidated Financial Statements — An Amendment of ARB
No. 51 (“SFAS 160”). SFAS 160 establishes new accounting and
reporting standards for the non-controlling interest in a subsidiary and for the
deconsolidation of a subsidiary. SFAS 160 requires non-controlling interests or
minority interests to be treated as a separate component of equity and any
changes in the parent’s ownership interest (in which control is retained) are to
be accounted for as equity transactions. However, a change in ownership of a
consolidated subsidiary that results in deconsolidation triggers gain or loss
recognition, with the establishment of a new fair value basis in any remaining
non-controlling ownership interests. SFAS 160 also establishes disclosure
requirements that clearly identify and distinguish between the interests of the
parent and the non-controlling interests. SFAS 141R and 160 were
effective for the Company on January 1, 2009. Effective
September 15, 2009 SFAS 141R and FSP 141R-1 were replaced by FASB ASC Topic 805
and SFAS 160 was replaced by FASB ASC Topic 810.
The
adoption of the above standards did not have a material impact on the financial
statements for the three and nine months ended September 30, 2009 and is not
expected to have a material impact on the Company’s financial
statements.
Commitments
and Contingencies
The
Company accrues for costs associated with contingencies including, but not
limited to, regulatory compliance and legal matters when such costs are probable
and can be reasonably estimated. Liabilities established to provide for
contingencies are adjusted as further information develops, circumstances
change, or contingencies are resolved. The Company bases these accruals on
management’s estimate of such costs, which may vary from the ultimate cost and
expenses, associated with any such contingency.
From time
to time the Company may be involved in litigation in the normal course of its
business. In the opinion of management, the Company is not aware of
any pending or threatened litigation matters that will have a material adverse
effect on the Company’s business, operations, financial condition or cash
flows. As of September 30, 2009, management believes there were
no material commitments or contingencies requiring disclosure.
Concentration
Approximately
60% and 62% of the Company’s revenues for the three and nine months ended
September 30, 2009, respectively, were derived from students who received
tuition assistance from tuition assistance programs sponsored by the United
States Department of Defense compared to approximately 64% and 65% of the
Company’s revenues for the three and nine months ended September 30, 2008,
respectively. A reduction in this program by the United States
Department of Defense could have a significant impact on the Company’s
operations.
3.
Net Income Per Common Share
Basic net
income per common share is based on the weighted average number of shares of
common stock outstanding during the period. Diluted net income per common share
also increases the shares used in the per share calculation by the dilutive
effects of options and restricted stock. Stock options and restricted
stock are not included in the computation of diluted earnings per share when
their effect is anti-dilutive. There were 98,587 anti-dilutive stock
options excluded from the calculation for the three months ended September 30,
2009 and 84,809 anti-dilutive stock options excluded from the calculation for
the nine months ended September 30, 2009 and there were none excluded for the
three months and nine months ended September 30, 2008.
4. Income
Taxes
The
Company is subject to U.S. Federal income taxes as well as income taxes of
multiple state jurisdictions. For Federal and state tax purposes, tax
years 2005-2008 remain open to examination. Currently, no
examinations are open in any jurisdiction.
The actual
combined effective tax rate for the three months and nine months ended September
30, 2009 was 40.5% and 40.1%, respectively. These rates are in
line with the 40.0% effective combined Federal and state statutory rate the
Company was anticipating.
The
Company does not anticipate any significant increases or decreases in
unrecognized tax benefits within the next twelve months.
5.
Stock Based Compensation
On
August 3, 2007, the Board of Directors adopted the American Public
Education, Inc. 2007 Omnibus Incentive Plan (the “new equity plan”), and APEI’s
stockholders approved the new equity plan on November 6, 2007. The new
equity plan was effective as of August 3, 2007. As of September
30, 2009 there were 629,772 shares available for grant under the
plan. Awards under the new equity plan may be stock options, which
may be either incentive stock options or nonqualified stock options; stock
appreciation rights; restricted stock; restricted stock units; dividend
equivalent rights; performance shares; performance units; cash-based awards;
other stock-based awards, including unrestricted shares; or any combination of
the foregoing.
The
Company has adopted the provisions of FASB Statement No. 123R — Share Based Payment, a revision of FASB
Statement No. 123 — Accounting for Stock Based
Compensation (“SFAS 123R”). This
standard requires companies to recognize the expense related to the fair value
of their stock-based compensation awards. The Company elected to use the
modified prospective approach to transition to SFAS 123R, as allowed under the
statement; therefore, the Company has not restated financial results for prior
periods.
Stock-based
compensation expense related to restricted stock grants is expensed over the
vesting period using the straight-line method for Company employees and the
graded-vesting method for members of the Board of Directors
and is measured using APEI’s stock price on the date of grant. The fair value of
each option award is estimated
at the date of grant using a Black-Scholes option-pricing model that uses the
assumptions noted in the following
table. We calculate the expected term of stock option awards using the
“simplified method” in accordance with Staff
Accounting Bulletins (SAB) No. 107 and 110 because we lack historical data and
are unable to make reasonable expectations regarding the future. We also
estimate forfeitures of share-based awards at the time of grant and revise such
estimates in subsequent periods if actual forfeitures differ from original
projections. We make assumptions with respect to expected stock price volatility
based on the average historical volatility of peers with similar attributes. In
addition, we determine the risk free interest rate by selecting the U.S.
Treasury three-year and five-year constant maturity, quoted on an investment
basis in effect at the time of grant for that business day.
Effective
September 15, 2009 SFAS 123R and SABs 107 and 110 were replaced by
FASB ASC Topics 505 and 718 in accordance with the adoption of SFAS 168 (Topic
105).
|
|
|
September
30, 2009
|
|
|
September
30, 2008
|
|
|
Expected
volatility
|
|
|
26.75%-29.20 |
% |
|
|
26.23%-28.00 |
% |
|
Expected
dividends
|
|
|
0.00 |
% |
|
|
0.00 |
% |
|
Expected
term, in years
|
|
|
4.0
- 4.5 |
|
|
|
4.0
- 4.5 |
|
|
Risk-free
interest rate
|
|
|
1.00%-2.53 |
% |
|
|
2.59%
- 3.41 |
% |
|
Weighted-average
fair value of options
|
|
|
|
|
|
|
|
|
|
granted
during the year
|
|
$ |
9.23 |
|
|
$ |
8.26 |
|
Options
granted through September 30, 2009 vest ratably over periods of three to five
years and expire in seven to ten years from the date of grant. Option
activity is summarized as follows (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
|
|
|
|
|
Weighted
|
|
|
Weighted-Average
|
|
|
Intrinsic
|
|
|
|
|
Number
|
|
|
Average
|
|
|
Contractual
|
|
|
Value
|
|
|
|
|
of
Options
|
|
|
Exercise
Price
|
|
|
Life
(Yrs)
|
|
|
(In
thousands)
|
|
|
Outstanding,
December 31, 2008
|
|
|
1,257,441 |
|
|
$ |
7.02 |
|
|
|
|
|
|
|
|
Options
granted
|
|
|
101,362 |
|
|
$ |
36.95 |
|
|
|
|
|
|
|
|
Awards
exercised
|
|
|
(179,133 |
) |
|
$ |
2.90 |
|
|
|
|
|
|
|
|
Awards
forfeited
|
|
|
(4,665 |
) |
|
$ |
30.23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding,
September 30, 2009
|
|
|
1,175,005 |
|
|
$ |
10.13 |
|
|
|
6.19 |
|
|
$ |
29,118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable,
September 30, 2009
|
|
|
634,521 |
|
|
$ |
5.79 |
|
|
|
6.28 |
|
|
$ |
18,365 |
|
The
following table summarizes information regarding stock option exercises
(unaudited):
|
|
|
September
30, 2009
|
|
|
September
30, 2008
|
|
|
|
|
(In
thousands)
|
|
|
Proceeds
from stock options exercised
|
|
$ |
519 |
|
|
$ |
322 |
|
|
Intrinsic
value of stock options exercised
|
|
$ |
6,738 |
|
|
$ |
5,369 |
|
|
Tax
benefit from exercises
|
|
$ |
1,699 |
|
|
$ |
1,047 |
|
The table
below summarizes the restricted stock activity for the nine months ended
September 30, 2009 (unaudited):
|
|
|
|
|
|
Weighted-Average
|
|
|
|
|
Number
|
|
|
Grant
Price
|
|
|
|
|
of
Shares
|
|
|
and
Fair Value
|
|
|
Non
vested, December 31, 2008
|
|
|
48,988 |
|
|
$ |
22.27 |
|
|
Shares
granted
|
|
|
30,177 |
|
|
$ |
36.88 |
|
|
Vested
shares
|
|
|
(6,039 |
) |
|
$ |
38.91 |
|
|
Shares
forfeited
|
|
|
(2,182 |
) |
|
$ |
33.23 |
|
|
Non
vested, September 30, 2009
|
|
|
70,944 |
|
|
$ |
26.73 |
|
Stock
based compensation cost charged against income during the three and nine month
period ended September 30, 2009 and September 30, 2008 is as
follows:
| |
|
Three
Months Ended
September
30,
|
|
|
Nine
Months Edned
September
30,
|
|
| |
|
|
2009 |
|
|
|
2008 |
|
|
|
2009 |
|
|
|
2008 |
|
| |
|
|
(Unaudited)
(In
thousands)
|
|
|
|
(Unaudited)
(In
thousands)
|
|
|
Instructional
costs and services
|
|
$ |
123 |
|
|
$ |
55 |
|
|
$ |
356 |
|
|
$ |
167 |
|
|
Marketing
and promotional
|
|
|
32 |
|
|
|
17 |
|
|
|
110 |
|
|
|
53 |
|
|
General
and administrative
|
|
|
407 |
|
|
|
324 |
|
|
|
1,183 |
|
|
|
1,022 |
|
|
Stock-based
compensation expense in operating income
|
|
|
562 |
|
|
|
396 |
|
|
|
1,649 |
|
|
|
1,242 |
|
|
Tax
benefit
|
|
|
(203 |
) |
|
|
(135 |
) |
|
|
(589 |
) |
|
|
(425 |
) |
|
Stock-based
compensation expense, net of tax
|
|
$ |
359 |
|
|
$ |
261 |
|
|
$ |
1,060 |
|
|
$ |
817 |
|
As of
September 30, 2009, there was $2.8 million of total unrecognized compensation
cost, representing $1.5 million of unrecognized compensation cost associated
with share-based compensation arrangements, and $1.3 million of unrecognized
compensation cost associated with non-vested restricted stock. The
total remaining cost is expected to be recognized over a weighted average period
of .82 years.
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
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 report.
Forward-Looking
Statements
Some of
the statements contained in this 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 (the “Exchange Act”). We intend such
forward-looking statements 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 Form 10-Q
is filed with the Securities and Exchange Commission (“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 our Form 10-Q, in the
“Risk Factors” section of our annual report on Form 10-K for the fiscal year
ended December 31, 2008 (the “Annual Report”), in the “Risk Factors” section of
our quarterly report on Form 10-Q for the quarter ended June 30, 2009 and in our
various filings with the Securities and Exchange Commission. You
should read these factors and the other cautionary statements made in this 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
American
Public Education, Inc. is a provider of online postsecondary education directed
primarily at the needs of the military and public service communities. We
operate through two universities, American Military University, or AMU, and
American Public University, or APU, which together constitute the American
Public University System.
We were
founded as American Military University, Inc. in 1991 and began offering
graduate courses in January 1993. Following initial national accreditation by
the Accrediting Commission of the Distance Education and Training Council, or
DETC, in 1995, American Military University began offering undergraduate
programs primarily directed to members of the armed forces. Over time, American
Military University diversified its educational offerings in response to demand
by military students for post-military career preparation. With its expanded
program offerings, American Military University extended its outreach to the
greater public service community, primarily police, fire, emergency management
personnel and national security professionals. In 2002, we reorganized into a
holding company structure, with American Public Education, Inc. serving as the
holding company of American Public University System, Inc., which operates our
two universities, AMU and APU. Our university system achieved regional
accreditation in May 2006 with The Higher Learning Commission of the North
Central Association of Colleges and Schools and became eligible for federal
student aid programs under Title IV for classes beginning in November
2006.
The
university system offers terms beginning on the first Monday of each month in
either eight- or sixteen-week formats. Semesters and academic years
are established to manage requirements for participation in Title IV programs
and to assist students who are utilizing Title IV programs in meeting
eligibility requirements.
Summary
Net course
registrations increased 42% for the three month and nine month
periods ended September 30, 2009 over the three month and nine month periods
ended September 30, 2008. Our revenue increased from $27.4 million to
$36.5 million, or by 33%, and $75.6 million to $105.3 million, or by 39% for the
three and nine month period ended September 30, 2009 over the three month and
nine month period ended September 30, 2008,
respectively. Operating margins increased to 23.0% from 22.6%
and to 24.6% from 23.1% for the three month and nine month period ended
September 30, 2009 over the three and nine month period ended September 30,
2008, respectively.
Our
difficulty in forecasting future growth rates and operating margins is in part
due to our inability to fully estimate the actual impact of gaining access to
Title IV programs. We first became eligible to use Title IV funds beginning
with classes that started in November 2006. Because of our limited
history with Title IV programs and because we cannot estimate the growth of new
students that may result from our participation in Title IV programs, estimating
the costs and expenses associated with administering Title IV programs and
complying with the associated regulations is difficult. For the year
ended December 31, 2008, 14% of our net course registrations were from students
using financial aid under Title IV programs. For the three and nine
months ended September 30, 2009, 20% and 18%, or approximately 10,900 and
26,800, respectively, of our net course registrations were from students using
financial aid under the Title IV programs compared to 14% and 13%, or
approximately 5,600 and 13,800 for the three and nine months ended September 30,
2008, respectively. This represents an increase of 94.6% and 94.2%,
respectively.
Our
results of operations normally fluctuate as a result of variations in our
business, principally due to changes in enrollment, and we expect that going
forward as our overall growth rate declines we will see a more pronounced
seasonal fluctuation in new enrollments. While our number of enrolled
students has grown in each sequential quarter over the past three years, we
believe that the growth in the number of enrolled students will tend to be
slower in the first half of each year and the growth in the number of enrolled
students will be proportionally greatest in the fourth quarter of each
year. Because a significant portion of our general and administrative
expenses do not vary proportionately with fluctuations in revenues, we expect to
see seasonal fluctuations in our results of operations. Due to our historical
growth rates and our relatively new participation in Title IV programs, these
patterns are hard to predict and may change, including as a result of new
program introductions and increased enrollments of students.
Regulation
of our Business
American
Public University System is accredited by The Higher Learning Commission of the
North Central Association of Colleges and Schools, one of six regional
accrediting agencies recognized by the Secretary of Education, and by the
Accrediting Commission of the Distance Education and Training Council, or DETC,
which is a national accrediting agency recognized by the Secretary of
Education. To remain accredited, American Public University System
must continuously meet certain criteria and standards and comply with certain
policies relating to, among other things, performance, governance, institutional
integrity, educational quality, faculty, administrative capability, resources
and financial stability. Because the for-profit education sector is
growing at such a rapid pace, it is possible that these accrediting bodies would
respond to that growth by adopting additional criteria, standards and policies
that are intended to monitor, regulate or limit the growth of for-profit
institutions like us. For example, in June 2009, The Higher Learning
Commission adopted new policies related to institutional control, structure and
organization. Part of The Higher Learning Commission’s rationale for
these changes was to better define the range of its oversight of transactions
related to change of ownership at institutions. The new policies extend The
Higher Learning Commission’s oversight to transactions that change, or have the
potential to change, the control of an institution or its fundamental structure
and organization. Under the new policies, The Higher Learning Commission also
now extends its oversight to defined changes that occur in a parent or
controlling entity, and not necessarily in the institution
itself. Actions by, or relating to, an accredited institution,
including a significant acquisition of another institution, significant changes
in board composition or organizational documents, and accumulations by one
stockholder of greater than 25% of the capital stock, could open up an
accredited institution to additional reviews by The Higher Learning Commission
and possible change from an accredited status to candidate status, which
enhances the risks of these types of actions. In particular, the
change from accredited status to candidate status could adversely impact an
institution’s ability to participate in Title IV programs. For profit
institutions may also be less attractive acquisition candidates because of the
enhanced scrutiny of change in control transactions, the explicit ability to
move an institution from accredited status to candidate status and The Higher
Learning Commission will now also be looking more closely at entities that own
accredited institutions.
Additional
information on the accreditation process and its impact on our operations is
contained in our Annual Report on Form 10-K, including in the Regulation of Our
Business section of Part I, Item 1.
Critical
Accounting Policies
Critical accounting policies are
disclosed in our consolidated financial statements and footnotes in the audited
financial statements for the fiscal year ended December 31, 2008 included in our
Annual Report on Form 10-K, for the fiscal year ended December 31,
2008. There have been no significant changes in our critical
accounting policies from those disclosed in the Form 10-K.
The
following table sets forth statements of operations data as a percentage of
revenues for each of the periods indicated:
|
|
|
Three
Months
|
|
|
Nine
Months
|
|
|
|
|
Ended
September 30,
|
|
|
Ended
September 30,
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
Costs
and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Instructional
costs and services
|
|
|
40.4 |
|
|
|
39.8 |
|
|
|
39.7 |
|
|
|
41.4 |
|
|
Selling
and promotional
|
|
|
15.4 |
|
|
|
13.1 |
|
|
|
14.3 |
|
|
|
11.1 |
|
|
General
and administrative
|
|
|
17.7 |
|
|
|
20.4 |
|
|
|
17.7 |
|
|
|
20.4 |
|
|
Depreciation
and amortization
|
|
|
3.5 |
|
|
|
4.1 |
|
|
|
3.7 |
|
|
|
4.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
costs and expenses
|
|
|
77.0 |
|
|
|
77.4 |
|
|
|
75.4 |
|
|
|
76.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
from operations before
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
interest
income and income taxes
|
|
|
23.0 |
|
|
|
22.6 |
|
|
|
24.6 |
|
|
|
23.1 |
|
|
Interest
income, net
|
|
|
0.1 |
|
|
|
0.7 |
|
|
|
0.1 |
|
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
from operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
before
income taxes
|
|
|
23.1 |
|
|
|
23.3 |
|
|
|
24.7 |
|
|
|
23.8 |
|
|
Income
tax expense
|
|
|
9.3 |
|
|
|
9.4 |
|
|
|
9.9 |
|
|
|
9.1 |
|
|
|
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|
|
|
|
|
|
|
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|
|
|
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Net
Income
|
|
|
13.8 |
% |
|
|
13.9 |
% |
|
|
14.8 |
% |
|
|
14.7 |
% |
Three
Months Ended September 30, 2009 Compared to Three Months Ended September 30,
2008
Revenues.
Our revenues for the three months ended September 30, 2009 were $36.5 million,
an increase of $9.1 million, or 33%, compared to $27.4 million for the three
months ended September 30, 2008. The increase was primarily a result of an
increase in the number of net course registrations.
Costs and
Expenses. Costs and expenses were $28.1 million for the three
months ended September 30, 2009, an increase of $6.9 million, or 33%, compared
to $21.2 million for the three months ended September 30, 2008. Costs
and expenses as a percentage of revenues decreased to 77.0% for the three months
ended September 30, 2009 from 77.4% for the three months ended September 30,
2008. This percentage decrease resulted from the factors
described below.
Instructional
costs and services expenses. Our instructional costs and services
expenses for the three months ended September 30, 2009 were $14.7 million,
representing an increase of 35% from $10.9 million for the three months ended
September 30, 2008. This increase was directly related to an increase
in the number of classes offered due to the increase in net course
registrations. Instructional costs and services expenses as a
percentage of revenues were 40.4% for the three months ended September 30, 2009,
compared to 39.8% for the three months ended September 30,
2008. This increase was primarily due to the number of staff
and expenses associated with an increase in the number of classes offered
increasing at a more rapid rate than enrollment.
Selling and
promotional expenses. Our selling and promotional expenses for the three
months ended September 30, 2009 were $5.6 million, representing an increase of
56% from $3.6 million for the three months ended September 30,
2008. This increase was primarily due to an increase in civilian
outreach, online, and media advertising expenses. Selling and
promotional expenses as a percentage of revenues increased to 15.4% for the
three months ended September 30, 2009 from 13.1% for the three months ended
September 30, 2008. This increase reflects additional marketing to
expand awareness of the APU brand to the civilian market.
General and
administrative expenses. Our general and administrative expenses for the
three months ended September 30, 2009 were $6.5 million representing an increase
of 16% from $5.6 million for the three months ended September 30,
2008. The increase in expense was a result of an increase in
expenditures for stock-based compensation, recruiting, financial aid processing
fees, and an increase in expenditures for technology, staffing, and facilities
required to support a larger student body. General and administrative
expenses as a percentage of revenues decreased to 17.7% for the three months
ended September 30, 2009 from 20.4% for the three months ended September 30,
2008. The decrease was primarily due to efficiencies realized through
a higher volume of students and the number of staff and related expenses
increasing at a slower rate than enrollment.
Depreciation and
amortization. Depreciation and amortization expenses were $1.3 million
for the three months ended September 30, 2009, compared with $1.1 million for
the three months ended September 30, 2008. This represents an
increase of 18%. This increase resulted from greater capital
expenditures and higher depreciation and amortization on a larger fixed asset
base and from the amortization of a software license related to our learning
management system.
Stock-based
compensation expenses. Stock-based compensation expenses included in
instructional costs and services, selling and promotional, and general and
administrative expense for the three months ended September 30, 2009 were
$562,000 in the aggregate, representing an increase of 42% from $396,000 for the
three months ended September 30, 2008. The increase in stock-based
compensation for the three months ended September 30, 2009 is primarily
attributable to stock options and restricted stock granted during the three
months ended September 30, 2009 and continued vesting of prior
grants.
Interest income,
net. Our interest income, net decreased by $152,000 for the three months
ended September 30, 2009 to $29,000 from $181,000 for the three months ended
September 30, 2008, representing a decrease of 83%. This
decrease is due to lower investment returns because of a decline in interest
rates and from the adoption of a more conservative investment strategy offset by
increased cash on hand.
Income tax
expense. We recognized income tax expense for the three months ended
September 30, 2009 and 2008 of $3.4 million and $2.6 million, respectively, or
effective tax rates of 40.5% and 40.2%, respectively.
Net income.
Our net income was $5.0 million for the three months ended September
30, 2009, compared to net income of $3.8 million for the three months ended
September 30, 2008, an increase of $1.2 million, or 31%. This
increase was related to the factors discussed above.
Nine
Months Ended September 30, 2009 Compared to Nine Months Ended September 30,
2008
Revenues.
Our revenues for the nine months ended September 30, 2009 were $105.3 million,
an increase of $29.7 million, or 39%, compared to $75.6 million for the nine
months ended September 30, 2008. The increase was primarily a result of an
increase in the number of net course registrations.
Costs and
Expenses. Costs and expenses were $79.4 million for the nine
months ended September 30, 2009; an increase of $21.2 million, or 36%, compared
to $58.2 million for the nine months ended September 30, 2008. Costs
and expenses as a percentage of revenues decreased to 75.4% for the nine months
ended September 30, 2009 from 76.9% for the nine months ended September 30,
2008. This percentage decrease resulted from the factors
described below.
Instructional
costs and services expenses. Our instructional costs and services
expenses for the nine months ended September 30, 2009 were $41.9 million,
representing an increase of 34% from $31.3 million for the nine months ended
September 30, 2008. This increase was directly related to an increase
in the number of classes offered due to the increase in net course
registrations. Instructional costs and services expenses as a
percentage of revenues were 39.7% for the nine months ended September 30, 2009,
compared to 41.4% for the nine months ended September 30, 2008. The
decrease was primarily due to efficiencies realized through a higher volume of
students and the number of staff and expenses increasing at a slower rate than
revenue.
Selling and
promotional expenses. Our selling and promotional expenses for the nine
months ended September 30, 2009 were $15.0 million, representing an increase of
79% from $8.4 million for the nine months ended September 30,
2008. This increase was primarily due to an increase in civilian
outreach, online, and media advertising expenses. Selling and
promotional expenses as a percentage of revenues increased to 14.3% for the nine
months ended September 30, 2009 from 11.1% for the nine months ended September
30, 2008. This increase reflects additional marketing to expand
awareness of the APU brand to the civilian market.
General and
administrative expenses. Our general and administrative expenses for the
nine months ended September 30, 2009 were $18.6 million representing an increase
of 20% from $15.5 million for the nine months ended September 30,
2008. The increase in expense was a result of an increase in
stock-based compensation, recruiting, professional services, financial aid
processing fees, and an increase in expenditures for technology, staffing, and
facilities required to support a larger student body. General and
administrative expenses as a percentage of revenues decreased to 17.7% for the
nine months ended September 30, 2009 from 20.4% for the nine months ended
September 30, 2008. The decrease was primarily due to efficiencies
realized through a higher volume of students and the number of staff and related
expenses increasing at a slower rate than revenue.
Depreciation and
amortization. Depreciation and amortization expenses were $3.9 million
for the nine months ended September 30, 2009, compared with $3.0 million for the
nine months ended September 30, 2008. This represents an increase of
30%. This increase resulted from greater capital expenditures and
higher depreciation and amortization on a larger fixed asset base and from the
amortization of a software license related to our learning management
system.
Stock-based
compensation expenses. Stock-based compensation expenses included in
instructional costs and services, selling and promotional, and general and
administrative expense for the nine months ended September 30, 2009 was $1.6
million in the aggregate, representing an increase of 33% from $1.2 million for
the nine months ended September 30, 2008. The increase in stock-based
compensation for the nine months ended September 30, 2009 is primarily
attributable to expense for stock options and restricted stock granted
subsequent to September 30, 2008 and continued vesting of prior
grants.
Interest income,
net. Our interest income, net decreased by $549,000 for the nine months
ended September 30, 2009 to $70,000 from $619,000 for the nine months ended
September 30, 2008, representing a decrease of 89%. This decrease is
due to lower investment returns because of a decline in interest rates and from
the adoption of a more conservative investment strategy offset by increased cash
on hand.
Income tax
expense. We recognized income tax expense for the nine months ended
September 30, 2009 and 2008 of $10.4 million and $6.9 million,
respectively, or effective tax rates of 40.1% and 38.2%,
respectively. The increase was attributable to the fact that the tax
due on the 2007 federal and state tax returns when filed was approximately
$400,000 less than the 2007 tax liability estimated at December 31,
2007. This adjustment was booked when the tax returns were finalized
in the three months ended June 30, 2008 and resulted primarily from the effects
of changes in the state income tax rates applied.
Net income.
Our net income was $15.6 million for the nine months ended September
30, 2009, compared to net income of $11.1 million for the nine months ended
September 30, 2008, an increase of $4.5 million, or 40%. This
increase was related to the factors discussed above.
Liquidity
and Capital Resources
Liquidity
The
Company financed operating activities and capital expenditures during the nine
months ended September 30, 2009 and 2008 primarily through cash provided by
operating income and proceeds received from the exercise of stock
options. Cash and cash equivalents were $63.8 million and
$41.4 million at September 30, 2009 and September 30, 2008, respectively,
representing an increase of $22.4 million, or 54%.
We derive a significant portion of our
revenues from tuition assistance programs from the Department of Defense, or
DoD. Generally, these funds are received within 60 days of the start
of the classes to which they relate. A growing source of revenue is
derived from our participation in 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 class.
These
factors, together with the number of classes starting each month, affect our
operational cash flow. As a result, our costs and expenses have
increased with the increase in student enrollment, and we expect to fund these
expenses through cash generated from operations.
Through
September 15, 2009 we had available to us a line of credit with a maximum
borrowing amount of up to $5.0 million. The line was to bear interest
at LIBOR plus 200 basis points. The line was secured by substantially
all of our assets. We had never borrowed under this line of credit
facility and elected not to renew the line of credit at its expiration on
September 15, 2009.
Based on
our current level of operations and anticipated growth, we believe that our cash
flow from operations and other sources of liquidity, including cash and cash
equivalents, will provide adequate funds for ongoing operations and planned
capital expenditures for the foreseeable future.
We
continue to evaluate our space needs and opportunities for continued physical
growth; these include considering additions to existing structures and potential
new construction projects. In 2009, we acquired land for $0.8 million
in Charles Town, West Virginia, with the intent of constructing a new 40,000
square foot facility on the site. The project should result in an
additional expenditure of approximately $10.0 million over the next 18 to 30
months. In the three months ended September 30, 2009 we also acquired two
buildings and land for additional parking for $1.2 million.
Operating
Activities
Net
cash provided by operating activities was $22.8 million and $19.9 million
for the nine months ended September 30, 2009 and 2008,
respectively. As revenue and profits have grown, cash has
increased. Cash and cash equivalents were $63.8 million and $47.7
million at September 30, 2009 and December 31, 2008.
Investing
Activities
Net cash
used in investing activities was $8.6 million and $6.9 million for the nine
months ended September 30, 2009 and 2008, respectively. The increase
is a result of an increase in capital expenditures as a result of the
acquisition of existing structures and new construction projects due to our
ongoing evaluation of space needs and opportunities for physical growth. As a
result, capital expenditures could be significantly higher in the
future.
Financing
Activities
Net
cash provided by financing activities for the nine months ended September 30,
2009 was $1.8 million from cash received from the issuance of common stock and
the excess tax benefit from stock based compensation. Net cash
provided by financing activities for the nine months ended September 30, 2008
was $1.4 million from cash received from the issuance of common stock including
the net proceeds to us from the public offering, and the excess tax benefit from
stock based compensation.
Item 3. Quantitative and Qualitative Disclosures about
Market Risk
We are
subject to risk from adverse changes in interest rates, primarily relating to
our investing of excess funds in cash equivalents bearing variable interest
rates, which are tied to various market indices. Our future
investment income will vary due to changes in interest rates. At
September 30, 2009, a 10% increase or decrease in interest rates would not have
a material impact on our future earnings or cash flows related to investments in
cash equivalents. We have no derivative financial instruments or derivative
commodity instruments as of September 30, 2009.
Evaluation of
Disclosure Controls and Procedures
Under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we have evaluated the
effectiveness of our disclosure controls and procedures as of September 30, 2009
as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). Based upon the evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that the Company’s
disclosure controls and procedures were effective as of September 30,
2009.
Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by us in reports we
file or submit under the Exchange Act, is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commissions rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.
Changes in
Internal Control over Financial Reporting
There
was no change in our internal control over financial reporting identified in
connection with the evaluation required by Rule 13a-15(f) and 15d-15(f) of
the Exchange Act that occurred during the period covered by this report that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
We
currently have no material legal proceedings pending.
An investment in our stock involves
a high degree of risk. You should carefully consider the risks set forth in the
Risk Factors section of our annual report on Form 10-K for the year ended
December 31, 2008, the risk factor set forth in the Risk Factors section of our
quarterly report on Form 10-Q for the quarter ended June 30, 2009, and all of
the other information set forth in this Form 10-Q and our Form 10-K before
deciding to invest in our common stock.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
None.
Item 3.
Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of
Security Holders
None.
None.
| Exhibit
No. |
|
| |
|
|
10.01
|
Employment
Agreement, dated as of August 3, 2009, among American Public University
System, Inc., American Public Education, Inc. and Sharon van
Wyk.
|
|
31.01
|
Certification
of Chief Executive officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934 as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
|
|
31.02
|
Certification
of Chief Financial Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934 as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
|
| 32.01 |
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to
18 U.S.C. Section 1350 as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
|
| EX-101.INS
** |
XBRL
Instance Document
|
| EX-101.SCH
** |
XBRL
Taxonomy Extension Schema Document
|
| EX-101.CAL
** |
XBRL
Taxonomy Extension Calculation Linkbase Document
|
| EX-101.DEF
** |
XBRL
Taxonomy Extension Definition Linkbase Document
|
| EX-101.LAB
** |
XBRL
Taxonomy Extension Label Linkbase Document
|
| EX-101.PRE
** |
XBRL
Taxonomy Extension Presentation Linkbase
Document
|
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
AMERICAN
PUBLIC
EDUCATION,
INC.
| |
/s/ Wallace E. Boston, Jr.
|
November
5, 2009
|
| |
Wallace
E. Boston, Jr.
|
|
| |
President
and Chief Executive Officer
|
|
| |
(Principal
Executive Officer)
|
|
| |
|
|
| |
|
|
| |
/s/ Harry
T. Wilkins
|
November
5, 2009
|
| |
Harry
T. Wilkins
|
|
| |
Executive
Vice President and Chief Financial Officer
|
|
| |
(Principal
Financial and Principal Accounting Officer)
|
|
19