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Item 9A. Controls and Procedures

2021-03-09 compared with 2020-03-10 · 76 added, 47 removed, 148 unchanged (45% of the section changed)

11 unchanged sentences

There were no other changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fourth quarter of 2020 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

Beginning in March 2020, in response to the COVID-19 pandemic, we implemented our business continuity plan and transitioned to a remote workforce at APEI and APUS and moved to a blended work model at HCN.

Although the impacts of the COVID-19 pandemic have not resulted in any changes in our internal control that have materially affected or are reasonably likely to materially affect our internal control over financial reporting, we are continually monitoring and assessing the COVID-19 pandemic and the impact it may have on our operations, including our internal control.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

47 unchanged sentences

Additional Information

The additional information regarding directors, executive officers, and corporate governance required by this Item is hereby incorporated by reference from the information contained under the captions “Corporate Governance Standards and Director Independence,” “Board Committees and Their Functions,” “Director Nominations and Communication with Directors,” “Proposal No.

1 - Election of Directors” and “Delinquent Section 16(a) Reports” in our Proxy Statement, which will be filed with the SEC no later than 120 days following December 31, 2019 with respect to our 2020 Annual Meeting of Stockholders.

The additional information regarding directors, executive officers, and corporate governance required by this Item is hereby incorporated by reference from the information contained in our Proxy Statement, which will be filed with the SEC no later than 120 days following December 31, 2020 with respect to our 2021 Annual Meeting of Stockholders.

EXECUTIVE COMPENSATION

The information required by this Item is hereby incorporated by reference from the information contained under the captions “Director Compensation,” “Executive Compensation,” and “Compensation Committee Report” in our Proxy Statement, which will be filed with the Securities and Exchange Commission no later than 120 days following December 31, 2019 with respect to our 2020 Annual Meeting of Stockholders.

The information required by this Item is hereby incorporated by reference from the information contained in our Proxy Statement, which will be filed with the Securities and Exchange Commission no later than 120 days following December 31, 2020 with respect to our 2021 Annual Meeting of Stockholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item is hereby incorporated by reference from the information contained under the captions “Beneficial Ownership of Common Stock” and “Equity Compensation Plan Information” in our Proxy Statement, which will be filed with the Securities and Exchange Commission no later than 120 days following December 31, 2019 with respect to our 2020 Annual Meeting of Stockholders.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item is hereby incorporated by reference from the information contained under the captions “Certain Relationships and Related Person Transactions” and “Board Independence and Leadership Structure” in our Proxy Statement, which will be filed with the Securities and Exchange Commission no later than 120 days following December 31, 2019 with respect to our 2020 Annual Meeting of Stockholders.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is hereby incorporated by reference from the information contained under the captions “Principal Accountant Fees and Services” and “Audit Committee’s Pre-Approval Policies and Procedures” in our Proxy Statement, which will be filed with the Securities and Exchange Commission no later than 120 days following December 31, 2019 with respect to our 2020 Annual Meeting of Stockholders.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

List of documents filed as part of this Annual Report:

The required financial statements are included in Item 8 of Part II of this Annual Report.

The required financial statement schedules are included in Item 8 of Part II of this Annual Report.

See the Index to Exhibits included in this Annual Report and incorporated herein by reference.

See Schedule II:

(a) List of documents filed as part of this Annual Report:

(i) The required financial statements are included in Item 8 of Part II of this Annual Report.

(ii) The required financial statement schedules are included in Item 8 of Part II of this Annual Report.

(iii) See the Index to Exhibits included in this Annual Report and incorporated herein by reference.

(b) See the Index to Exhibits included in this Annual Report and incorporated herein by reference.

Valuation and Qualifying Accounts included in this Annual Report and incorporated herein by reference.

3 unchanged sentences

Exhibit 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 (14)

3.1 Fifth Amended and Restated Certificate of Incorporation of the Company (1)

1 unchanged sentence

4.1 Form of certificate representing the Common Stock, $0.01 par value per share, of the Company (2)

Description of Securities (filed herewith)

4.2 Description of Securities (11)

10.1+ American Public Education, Inc.

2017 Omnibus Incentive Plan (8)

American Public Education, Inc.

10.2+ Amendment Number One to the American Public Education, Inc.

2017 Omnibus Incentive Plan (12)

5 unchanged sentences

Employee Stock Purchase Plan (4)

10.6+ Amendment Number Two to the American Public Education, Inc.

Employee Stock Purchase Plan (12)

10.7+ APUS Non-Qualified Plan (6)

2 unchanged sentences

and Angela Selden (10)

10.10+ Amendment to Executive Employment Agreement, dated September 23, 2020, by and between American Public Education, Inc.

and Angela Selden (13)

10.11+ Amended and Restated Employment Agreement, dated August 21, 2019, by and among American Public University System, Inc., American Public Education, Inc.

and Wallace E.

10.12+ Amendment to Amended and Restated Employment Agreement dated June 30, 2020, by and among American Public University System, Inc., American Public Education, Inc., and Wallace E.

10.13+ Employment Agreement dated August 1, 2014, by and among American Public University System, Inc., American Public Education, Inc.

3 unchanged sentences

and Patrik Dyberg (9)

10.15+ Executive Employment Agreement, dated June 29, 2020 by and among American Public University System, Inc., American Public Education, Inc.

10.16 Commitment Letter, dated October 28, 2020, by and among American Public Education, Inc., Macquarie Capital (USA) Inc.

and Macquarie Capital Funding LLC.

10.17* D2L Master Terms and Conditions Agreement, dated as of October 31, 2019 by and between American Public University System, Inc.

and D2L Ltd (filed herewith)

21.1 List of Subsidiaries (filed herewith)

23.1 Consent of Deloitte & Touche LLP (filed herewith )

Consent of RSM US LLP (filed herewith)

24 Power of Attorney (filed herewith)

31.1 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 (filed herewith)

1 unchanged sentence

32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed furnished herewith)

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

EX-101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

EX-101.SCH Inline XBRL Taxonomy Extension Schema Document

EX-101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

EX-101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

EX-101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

EX-101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

+ Management contract or compensatory plan or arrangement.

* Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10).

(1) Incorporated by reference to exhibit filed with Registrant’s Current Report on Form 8-K (File No.

17 unchanged sentences

001-33810), filed with the Commission on August 22, 2019.

(11) Incorporated by reference to exhibit filed with Registrant’s Annual Report on Form 10-K/A for the year ended December 31, 2019 (File No.

001-33810), filed with the Commission on March 11, 2020.

(12) Incorporated by reference to exhibit filed with Registrant’s Current Report on Form 8-K (File No.

001-33810), filed with the Commission on May 18, 2020.

(13) Incorporated by reference to exhibit filed with Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 (File No.

001-33810), filed with the Commission on November 09, 2020.

(14) Incorporated by reference to exhibit filed with Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 (File No.

001-33810), filed with the Commission on August 10, 2020.

(15) Incorporated by reference to exhibit filed with the Registrant’s Current Report on Form 8-K (File No.

001-33810) filed with the Commission on October 29, 2020.

AMERICAN PUBLIC EDUCATION, INC.

Valuation and Qualifying Accounts

Additions/ (Reductions)

Period Additions/ (Reductions) Write-Offs Balance at

End of Period

2 unchanged sentences

American Public Education Segment

$ 2,240 $ 1,276 $ ( 1,320 ) $ 2,196

Hondros College of Nursing Segment

3,934 2,526 ( 2,673 ) 3,787

Allowance for receivables

$ 6,174 $ 3,802 $ ( 3,993 ) $ 5,983

Year ended December 31, 2019:

American Public Education Segment

$ 2,669 $ 2,004 $ ( 2,433 ) $ 2,240

Hondros College of Nursing Segment

3,979 2,174 ( 2,219 ) 3,934

Allowance for receivables

$ 6,648 $ 4,178 $ ( 4,652 ) $ 6,174

Year ended December 31, 2018:

American Public Education Segment

$ 3,253 $ 1,937 $ ( 2,521 ) $ 2,669

Hondros College of Nursing Segment

3,023 2,634 ( 1,678 ) 3,979

Allowance for receivables

$ 6,276 $ 4,571 $ ( 4,199 ) $ 6,648

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.

March 10, 2020

March 9, 2021 By:

/s/ Angela Selden

2 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

/s/ Angela Selden

March 10, 2020

President, Chief Executive Officer and Director

Angela Selden

(Principal Executive Officer)

Name Date Title

/s/ Angela Selden March 9, 2021 President, Chief Executive Officer and Director

Angela Selden (Principal Executive Officer)

/s/ Richard W.

Sunderland, Jr., CPA

March 10, 2020

Executive Vice President and

Sunderland, Jr., CPA

Chief Financial Officer

Sunderland, Jr., CPA March 9, 2021 Executive Vice President and

Sunderland, Jr., CPA Chief Financial Officer

(Principal Financial Officer and

Principal Accounting Officer)

/s/ Barbara G.

March 10, 2020

Chairperson of the Board of Directors

March 10, 2020

Barbara Kurshan

March 10, 2020

* March 9, 2021 Chairperson of the Board of Directors

* March 9, 2021 Director

Barbara Kurshan

/s/ Timothy J.

March 10, 2020

/s/ William G.

Robinson, Jr.

March 10, 2020

* March 9, 2021 Director

Robinson, Jr.

* March 9, 2021 Director

Daniel Pianko

Sunderland, Jr., by signing his name hereto, does hereby sign this report on behalf of the directors of the Registrant above whose typed names asterisks appear, pursuant to powers of attorney duly executed by such directors and filed with the Securities and Exchange Commission.

/s/ Richard W.

Sunderland, Jr.

Attorney in Fact

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures