8-K

UNITED STATESSECURITIES 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

May 8, 2014
(Date of earliest event reported)

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)	(I.R.S. Employer Identification No.)

111 W. Congress Street Charles Town, West Virginia	25414	304-724-3700
(Address of principal executive offices)	(Zip Code)	(Registrant's telephone number including area code)

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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

Section 2 – Financial Information
Item 2.02     Results of Operations and Financial Condition.

On May 8, 2014, American Public Education, Inc. issued a press release reporting financial results for the three months ended March 31, 2014.  A copy of American Public Education’s press release is attached to this report as Exhibit 99.1 and is incorporated in this report by reference.  American Public Education has scheduled a conference call and webcast for 5:00 p.m. Eastern time on May 8, 2014 to discuss its financial results, and slides for that call are attached to this report as Exhibit 99.2 and are incorporated in this report by reference.  A copy of the investor fact sheet is attached to this report as Exhibit 99.3 and is incorporated in this report by reference.

Section 9 – Financial Statements and Exhibits
Item 9.01     Financial Statements and Exhibits.

(d)	Exhibits
	99.1	American Public Education, Inc. press release dated May 8, 2014, reporting financial results for the three months ended March 31, 2014.
	99.2	American Public Education, Inc. slides for May 8, 2014 conference call and webcast for the three months ended March 31, 2014.
	99.3	American Public Education, Inc. fact sheet posted to its investor relations website on May 8, 2014.

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:	May 8, 2014	By:	/s/ Richard W. Sunderland, Jr.
			Richard W. Sunderland, Jr., Executive Vice
			President and Chief Financial Officer

EXHIBIT INDEX

99.1	American Public Education, Inc. press release dated May 8, 2014, reporting financial results for the three months ended March 31, 2014.
99.2	American Public Education, Inc. slides for May 8, 2014 conference call and webcast for the three months ended March 31, 2014.
99.3	American Public Education, Inc. fact sheet posted to its investor relations website on May 8, 2014.

EX-99.1

Exhibit 99.1

American Public Education Reports First Quarter 2014 Results

CHARLES TOWN, W.Va.--(BUSINESS WIRE)--May 8, 2014--American Public Education, Inc. (NASDAQ: APEI) – parent company of online learning provider American Public University System (APUS) and campus-based Hondros College, Nursing Programs (referred to in this press release as Hondros College of Nursing) – announced financial results for the quarter ended March 31, 2014.

Recent Results:

• First quarter 2014 revenues increased 6% to $88.6 million, compared to $83.8 million in the same period of 2013.
• Income from operations before interest income and income taxes in the first quarter of 2014 was $16.7 million, compared to $18.2 million in the same period of 2013.
• Net income for the first quarter of 2014 decreased to $10.4 million, or $0.59 per diluted share, compared to $11.4 million, or $0.63 per diluted share, in the same period of 2013.
• At American Public University System, net course registrations by new students in the first quarter of 2014 decreased approximately 8% year-over-year, driven by a 21% decrease in net course registrations by new students using U.S. Department of Defense tuition assistance programs.
• At American Public University System, net course registrations in the first quarter of 2014 decreased approximately 4% year-over-year, driven by a 10% decrease in net course registrations by students using U.S. Department of Defense tuition assistance programs.
• As of March 31, 2014, student enrollment at Hondros College of Nursing increased 14% to 1,290 students, compared to 1,130 students at March 31, 2013.
• On April 2, 2014, American Public Education, Inc. made a minority investment in a game-based learning company.

Financial Results:

Total revenues for the first quarter of 2014 increased 6% to $88.6 million, compared to total revenues of $83.8 million in the first quarter of 2013. Income from operations before interest income and income taxes in the first quarter of 2014 was $16.7 million, compared to $18.2 million in the prior year period. Stock-based compensation expense reduced operating income by approximately $1.2 million in the first quarter of 2014 and $1.0 million in the first quarter of 2013.

Net income for the first quarter of 2014 was $10.4 million, or $0.59 per diluted share, compared to net income of $11.4 million, or $0.63 per diluted share for the first quarter of 2013. The weighted average diluted shares outstanding for the first quarter of 2014 and 2013 were approximately 17.8 million and 18.0 million, respectively.

On November 1, 2013, APEI acquired National Education Seminars, Inc. (referred to as Hondros College of Nursing), therefore the consolidated results for periods prior to November 1, 2013 do not include any results from the Hondros College of Nursing segment.

Total cash and cash equivalents as of March 31, 2014 were approximately $99.7 million with no long-term debt. Capital expenditures were approximately $4.6 million for the three months ended March 31, 2014, compared to $5.9 million in the prior year period. Depreciation and amortization was $3.9 million for the three months ended March 31, 2014, compared to $3.2 million for the same period of 2013.

On April 2, 2014, APEI invested $1.5 million in cash to acquire approximately 25% of the fully diluted common share equivalents of a game-based learning company that develops custom software for education. The completed transaction entitles APEI to certain rights and privileges, including board membership.

APUS and Hondros College of Nursing plan to partner with the game-based learning company to jointly develop courses, as well as to accelerate development and implementation of interactive, personalized and adaptive distance learning environments. By partnering with this innovative company to deliver media rich course content, APUS and Hondros College of Nursing seek to improve student engagement and outcomes in certain courses through game-based and simulation-based learning.

Enrollments and Registrations:

American Public University System
For the three months ended March 31,	2014	2013	% Change
Net Course Registrations by New Students	17,600	19,100	-8%
Net Course Registrations	105,800	109,700	-4%
Hondros College of Nursing1
As of March 31,	2014	2013	% Change
New Student Enrollment	400	280	43%
Total Student Enrollment	1,290	1,130	14%

Net course registrations represent the aggregate number of courses for which students remain enrolled after the date by which they may drop a course without financial penalty. Student enrollment represents the number of students enrolled in one or more courses after the date by which they may drop the course without financial penalty.

¹ Hondros College of Nursing was acquired by APEI, effective November 1, 2013.

Second Quarter 2014 Outlook:

The following statements are based on American Public Education’s current expectations. These statements are forward-looking and actual results may differ materially. The Company undertakes no obligation to update publicly any forward-looking statements for any reason.

American Public Education anticipates second quarter 2014 consolidated revenues to increase between approximately 5% and 3% over the prior year period. The Company expects consolidated net income of between $0.43 and $0.50 per diluted share in the second quarter of 2014.

American Public Education also expects the following results from its subsidiaries in the second quarter of 2014:

• At American Public University System, net course registrations by new students are expected to decline between 7% and 4% year-over-year and net course registrations are expected to decline between 5% and 2% year-over-year.
• At Hondros College of Nursing, new student enrollment decreased by approximately 10% year-over-year to 384 students in the second quarter of 2014.

Webcast:

A live webcast of the Company’s first quarter 2014 earnings conference call will be broadcast today at 5:00 p.m. Eastern time. This call will be open to listeners who log in through the Company's investor relations website, www.AmericanPublicEducation.com.

A replay of the live webcast will also be available starting approximately one hour after the conclusion of the live conference call. The replay will be archived and available to listeners for one year.

About American Public Education

American Public Education, Inc. (NASDAQ: APEI) is a leading provider of higher learning dedicated to preparing students all over the world for excellence in service, leadership and achievement. The Company offers respected, innovative and affordable academic programs and services to students, universities and partner organizations through wholly owned subsidiaries: American Public University System (APUS) and National Education Seminars Inc., which we refer to in this press release as Hondros College of Nursing. Together, these institutions serve approximately 115,000 adult learners worldwide and offer more than 95 degree programs in fields ranging from homeland security, military studies, intelligence, and criminal justice to technology, business administration, public health, nursing and liberal arts. For additional information, please visit http://AmericanPublicEducation.com.

Forward Looking Statements

Statements made in this press release regarding American Public Education, Inc., or its subsidiaries, that are not historical facts are forward-looking statements based on current expectations, assumptions, estimates and projections about American Public Education, Inc. and the industry. These forward-looking statements are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements. Forward-looking statements can be identified by words such as "anticipate", "believe", “seek”, "could", "estimate", "expect", "intend", "may", "should", "will" and "would". These forward-looking statements include, without limitation, statements regarding expected growth, expected registration and enrollments, expected revenues, expected earnings and plans with respect to the game-based learning company. Actual results could differ materially from those expressed or implied by these forward-looking statements as a result of various factors, including the various risks described in the "Risk Factors" section and elsewhere in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and other filings with the SEC. The Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

American Public Education, Inc.
Consolidated Statement of Income
(In thousands, except per share data)
	Three Months Ended
	March 31,
	2014		2013
	(Unaudited)
Revenues	$	88,553	$	83,840
Costs and expenses:
Instructional costs and services		31,348		28,405
Selling and promotional		17,067		16,539
General and administrative		19,524		17,479
Depreciation and amortization		3,889		3,207
Total costs and expenses		71,828		65,630
Income from operations before interest income and income taxes		16,725		18,210
Interest income, net		81		64
Income before income taxes		16,806		18,274
Income tax expense		6,327		6,850
Equity investment income (loss), net of taxes		43		48
Net income	$	10,436	$	11,376
Net Income per common share:
Basic		0.59		0.64
Diluted		0.59		0.63
Weighted average number of common shares:
Basic		17,599		17,764
Diluted		17,805		18,000
	Three Months Ended
Segment Information:	March 31,
	2014		2013
Revenues:
American Public Education, Inc.	$	81,349	$	83,840
Hondros College of Nursing	$	7,204	$	NA
Income from operations before interest income and income taxes:
American Public Education, Inc.	$	16,027	$	18,210
Hondros College of Nursing	$	698	$	NA

CONTACT:
American Public Education, Inc.
Richard W. Sunderland, Jr., CPA
Executive Vice President and Chief Financial Officer
304-885-5371
or
Christopher L. Symanoskie
Vice President, Investor Relations
703-334-3880

EX-99.2

Exhibit 99.2

First Quarter 2014 Financial Results Conference Call May 8, 2014

SAFE HARBOR STATEMENT Statements made in this presentation regarding American Public Education, Inc. or its subsidiaries, that are not historical facts are forward-looking statements based on current expectations, assumptions, estimates and projections about American Public Education and the industry. These forward-looking statements are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements. Forward-looking statements can be identified by words such as "anticipate", "believe", “seek”, "could", "estimate", "expect", "intend", "may", "should", "will" and "would". These forwardlooking statements include, without limitation, statements regarding expected growth, expected registration and enrollments, expected revenues, expected earnings and plans with respect to Second Avenue Software. Actual results could differ materially from those expressed or implied by these forward-looking statements as a result of various factors, including the various risks described in the “Risk Factors” section and elsewhere in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and Form 10-Q for the quarter ended March 31, 2014 as filed with the SEC and in the Company’s other filings with the SEC. The Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. 2 MOVING FORWARD

FIRST QUARTER 2014 HIGHLIGHTS CONTINUED EXECUTION OF STRATEGIC PLAN 3 MOVING FORWARD • APUS net course registrations by new civilian students increased year-over-year; net course registrations by new Military students declined, as expected. • New Strategic Relationships at APUS: • The Hartford • Waste Management Corporation • VTEC • Arizona Association of Chiefs of Police • On April 2, 2014, APEI invested in Second Avenue Software, Inc., an education software and gaming company. • Hondros College of Nursing enrollment increased 14% to 1,290 students, compared to 1,130 students in the prior year period. Pay Type YTD 2014 Growth (y/y) VA 14% Cash & Other -3% FSA/Title IV -4% Military/TA -10% For three months ending March 31, 2014 APUS Net Course Registrations by Primary Funding Source Cash & Other 12% FSA/Title IV 35% Military/TA 36% VA 17% On April 2, 2014, APEI invested in a game-based learning company.

ADVANCING STRATEGIC GOALS ACADEMIC QUALITY, INNOVATION AND DIVERSIFICATION 4 MOVING FORWARD APEI Strategic Goals: • Expand Academic Excellence • Build Strategic Relationships • Increase Programmatic Diversification • Develop Innovative Processes • Advance Learning Technologies • Enter New Markets & Segments Recent Developments: APUS added several new Strategic Relationships. APEI invested in and plans to partner with Second Avenue Learning to co‐develop courses, as well as interactive learning and gaming software. APUS updated more than 250 courses with new education technology, including rich media, simulations and MOOCs. Advancing international outreach through a planned pilot program with New Horizons. Quality Affordability Innovation APEI’s Foundation of Excellence: Access APEI Success Value APEI invested in and plans to partner with a game-based learning company to co-develop courses, as well as interactive learning and gaming software.

FINANCIAL RESULTS SUMMARY FIRST QUARTER 2014 5 MOVING FORWARD • Revenues increased 6% to $88.6 million, compared to the prior year period. • Income from operations before interest income and income taxes was $16.7 million, compared to $18.2 million in the prior year period. • Overall operating margins declined in the first quarter of 2014: • Instructional costs as a percentage of revenue increased to 35.4%, compared to 33.9% in the prior year period. • Selling and promotional expenses decreased as a percent of revenue to 19.3%, compared to 19.7% in the prior year period. The decrease was due in part to the inclusion of the operating results of the Hondros College of Nursing segment. • General and administrative expenses as a percentage of revenues increased to 22.0% compared to 20.9% in the prior period. • Bad debt expense as percent of revenue increased to 5.7%, compared to 4.3% in the prior year period. • Net income decreased to $10.4 million or approximately $0.59 per diluted share, compared to the prior year period. • Cash and cash equivalents increased to $99.7 million with no long-term debt. On November 1, 2013, APEI acquired National Education Seminars, Inc. (referred to as Hondros College of Nursing), therefore the consolidated results for periods prior to November 1, 2013 do not include any results from the Hondros College of Nursing segment.

SECOND QUARTER 2014 FINANCIAL AND OPERATIONAL OUTLOOK 6 MOVING FORWARD The following statements are based on current expectations. These statements are forwardlooking and actual results may differ materially. Approximate Growth (y/y) APUS Net course registration growth by new students -7% to -4% APUS Net course registration growth -5% to -2% HCON New student enrollment Approx. -10% Total revenue growth +3% to +5% Total net income per diluted share $0.43 to $0.50 Second Quarter 2014

First Quarter 2014 Financial Results Conference Call May 8, 2014

EX-99.3

Exhibit 99.3

TICKER: APEI EXCHANGE: NASDAQ FACT SHEET: March 31, 2014 American Public Education, Inc. (NASDAQ: APEI) is a leading education services provider founded to prepare adult learners for service and leadership in a diverse global economy. The Company offers respected, innovative and affordable educational programs and services to students, universities and partner organizations through wholly owned subsidiaries: American Public University System (APUS) and Hondros College, Nursing Programs. These institutions serve approximately 115,000 adult learners worldwide and offer more than 95 degree programs in fields ranging from homeland security, military studies, intelligence, and criminal justice to technology, business administration, public health, nursing and liberal arts. American Public University System is accredited by the Higher Learning Commission (HLC) and a member of the North Central Association of Colleges and Schools (www.ncahlc.org, 312-263-0456). Hondros College, Nursing Programs is accredited by the Accrediting Council for Independent Colleges and Schools (ACICS), 750 First Street, NE Suite 980, Washington, DC 20002 (www.acics.org, 202-336-6780). HLC and ACICS are accrediting agencies recognized by the U.S. Department of Education and the Council for Higher Education Accreditation. APEI STRATEGY Our strategy builds on the core strengths of quality, affordability and innovation, which have helped establish our reputation for leadership and innovation. Moving forward, our plan is to continue expanding our presence in military, public service and civilian communities primarily through building relationships and referrals. As the higher education landscape changes, we will promote the success of our students through technological innovation, expand our program offerings, especially in high-demand fields, and we will actively pursue promising new frontiers in education through strategic partnerships, investments and acquisitions. NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDER REVENUE $329,479 $50,000 $40,000 $30,000 $20,000 $10,000 $0 $350,000 $300,000 $250,000 $200,000 $150,000 $100,000 $50,000 $0 $313,516 $42,323 $42,034 $40,757 $260,377 $29,868 $198,174 $23,943 $148,998 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 NET CASH PROVIDED BY OPERATING ACTIVITIES TOTAL ASSETS $300,000 $250,000 $200,000 $150,000 $100,000 $50,000 $0 $80,000 $60,000 $40,000 $20,000 $0 $271,656 $70,438 $237,603 $59,414 $52,838 $198,891 $47,078 $141,839 $36,756 $115,753 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 Contact Chris SymanoskieVice President, Investor Relations 703-334-3880 or csymanoskie@apus.edu NOTE: Past performance is not indicative of future results. Additional information, including important details about risk factors, can be found in the company’s filings with the U.S. Securities and Exchange Commission, www.sec.gov.

AMERICAN PUBLIC UNIVERSITY SYSTEM An online institution of higher learning serving the needs of military, public service and civilian communities through American Military University (AMU) and American Public University (APU). ENROLLMENT AND REGISTRATIONSFor the three months ended March 31, 2014 2013 % Change Net Course Registrations by New Students 17,600 19,100 -8% Net Course Registrations 105,800 109,700 -4% Net course registrations represent the aggregate number of courses for which students remain enrolled after the date by which they may drop a course without financial penalty. TUITION Combined tuition, fees, and books are roughly 20% less for undergraduate, and 40% less for graduate students than the average in-state rates at a public university.1Avg. Age of Students: 32 yearsAvg. Undergraduate Class Size: 16 students Gender Ratio: 63% male/37% female Avg. Courses Per Year: 3 Military/4 Civilian Faculty: 420 Full-Time/1,850 Adjunct Staff: 1,020 Full-Time/30 Part-Time AT-A-GLANCE AS OF MARCH 31, 2014 REGISTRATIONS BY PRIMARY FUNDING SOURCE For the three months ended March 31, 2014 Federal Student Aid (Title IV) Department of Defense Tuition Assistance (TA) Veteran’s Benefits (VA) Cash & Other Sources35%36%17%12%AMU & APU GRADUATES37,000+ Alumni45%+ of APUS undergraduate alumni return for second degree245%+ of APUS students referred by othersEnrollment by degree level Associates Bachelors Masters23%59%18%Enrollment by school Business Public Service & Health Arts & Humanities Security & Global Studies Science, Technology, Engineering & Math Education 25%26%19%14%4%12%1. For additional details, visit www.amu.apus.edu/tuition-and-finance/tuition-and-fees/2. Represents returning undergraduate students from 2012 conferrals.3. Hondros College, Nursing Programs was acquired by APEI, effective November 1, 2013.HONDROS COLLEGE, NURSING PROGRAM S3Serving the needs of nurses and the healthcare community through campus locations in Cincinnati, Dayton, Columbus and Cleveland, Ohio.ENROLLMENT As of March 31, 2014 2013 % ChangeNew Student Enrollment 400 280 43%Total Student Enrollment 1,290 1,130 14%Student enrollment represents the number of students enrolled in one or more courses after the date by which they may drop the course without financial penalty.Avg. Age of Students: 30 yearsGender Ratio: 92% female/8% maleFaculty: 100 Full-Time/50 Part-Time Staff: 70 Full-Time/1 Part-Time 800+ Alumni AT-A-GLANCE AS OF MARCH 31, 2014Tuition Per Credit Hour Licensed Practical Nurse $240 Associate Degree in Nursing $260 Bachelors Science of Nursing $200 Licensed Practical Nurse Associate Degree in Nursing Bachelors Science of NursingEnrollment by Program 50% 39% 11% Four campus locations in Ohio