APEI 10-K Annual Report Dec. 31, 2021 | Alphaminr
AMERICAN PUBLIC EDUCATION INC

APEI 10-K Fiscal year ended Dec. 31, 2021

AMERICAN PUBLIC EDUCATION INC
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CIK: 1201792
Filing Type: 10-K/A
Report Date: 2021-12-31
Download URL: https://www.sec.gov/Archives/edgar/data/1201792/000120179222000008/apei-20211231.htm
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Nature Of BusinessNote 2. Significant Accounting PoliciesNote 3. Acquisition ActivityNote 4. RevenueNote 5. Property and EquipmentNote 6. Goodwill and Intangible AssetsNote 7. LeasesNote 8. Long-term DebtNote 9. Income TaxesNote 10. Other Employee BenefitsNote 11. Stockholders EquityNote 12. ContingenciesNote 13. ConcentrationNote 14. Segment InformationNote 15. Subsequent EventsNote 16. Quarterly Financial Summary (unaudited)Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionPart IIIItem 10. Directors, Executive Officers, and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Party Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

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 (13) 3.1 Fifth Amended and Restated Certificate of Incorporation of the Company (1) 3.2 Fourth Amended and Restated Bylaws of the Company (6) 4.1 Form of certificate representing the Common Stock, $0.01par value per share, of the Company (2) 4.2 Description of Securities (10) 10.1+ American Public Education, Inc. 2017 Omnibus Incentive Plan (7) 10.2+ Amendment Number One to the American Public Education, Inc. 2017 Omnibus Incentive Plan (11) 10.3+ American Public Education, Inc. Executive Severance Plan (7) 10.4+ American Public Education, Inc. Employee Stock Purchase Plan (2) 10.5+ Amendment to the American Public Education, Inc. Employee Stock Purchase Plan (4) 10.6+ Amendment Number Two to the American Public Education, Inc. Employee Stock Purchase Plan (11) 10.7+ APUS Non-Qualified Plan (5) 10.8+ Form of Indemnification Agreement with directors and executive officers (2) 10.9+ Executive Employment Agreement, dated August 21, 2019, by and between American Public Education, Inc. and Angela Selden (9) 10.10+ Amendment to Executive Employment Agreement, dated September 23, 2020, by and between American Public Education, Inc. and Angela Selden (12) 10.11+ Employment Agreement dated August 1, 2014, by and among American Public University System, Inc., American Public Education, Inc. and Richard W. Sunderland, Jr. (3) 10.12+ Employment Agreement dated May 3, 2018, by and among American Public Education, Inc., American Public University System, Inc. and Patrik Dyberg (8) 10.13+ Executive Employment Agreement, dated June 29, 2020 by and among American Public University System, Inc., American Public Education, Inc. and Wade T. Dyke (12) 10.14* D2L Master Terms and Conditions Agreement, dated as of October 31, 2019 by and between American Public University System, Inc. and D2L Ltd (14) 10.15 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. (15) 10.16 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. (15) 10.17* Third Amended and Restated Information Technology Services Agreement, dated October 1, 2016, by and between Rasmussen College Inc. and Collegis LLC (16) 10.18* Statement of Work #4, dated March 15, 2019, by and between Collegis, LLC, and Rasmussen College, LLC, subject to the terms of the Third Amended and Restated Information Technology Services Agreement, dated October 1, 2016. (16) 21.1 List of Subsidiaries (filed herewith) 23.1 Consent of Deloitte & Touche LLP (filed herewith) 24 Power of Attorney (filed herewith) 31.1 Certification of Chief Executive officer pursuant to Rule13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002 (filed herewith) 31.2 Certification of Chief Financial Officer pursuant to Rule13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002 (filed herewith) 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 (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)