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
August 8, 2012
(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 August 8, 2012, American Public Education, Inc. issued a press release reporting financial results for the quarter ended June 30, 2012.  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 9:00 a.m. Eastern time on August 8, 2012 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.  In addition, American Public Education provides an investor fact sheet on its investor relations website, www.americanpubliceducation.com.  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 August 8, 2012, reporting financial results for the quarter ended June 30, 2012.
99.2	American Public Education, Inc. slides for August 8, 2012 conference call and webcast for the quarter ended June 30, 2012.
99.3	American Public Education, Inc. fact sheet posted to its investor relations website on August 8, 2012.

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:	August 8, 2012	By:	/s/ Harry T. Wilkins
			Harry T. Wilkins, Executive Vice President
			and Chief Financial Officer

EXHIBIT INDEX

99.1	American Public Education, Inc. press release dated August 8, 2012, reporting financial results for the quarter ended June 30, 2012.
99.2	American Public Education, Inc. slides for August 8, 2012 conference call and webcast for the quarter ended June 30, 2012.
99.3	American Public Education, Inc. fact sheet posted to its investor relations website on August 8, 2012.

EX-99.1

Exhibit 99.1

American Public Education Reports Second Quarter 2012 Results

CHARLES TOWN, W.Va.--(BUSINESS WIRE)--August 8, 2012--American Public Education, Inc. (NASDAQ: APEI) – parent company of online learning provider American Public University System (APUS), which operates through American Military University (AMU) and American Public University (APU) – announced financial results for the quarter ended June 30, 2012.

Recent Highlights:

• Net course registrations increased to approximately 92,900 in the second quarter of 2012, a year-over-year increase of 18%.
• Net course registrations by new students in the second quarter of 2012 increased to approximately 19,600, an increase of approximately 4% over the same period of 2011.
• Second quarter 2012 revenues increased 23% to $74.6 million, compared to $60.8 million in the second quarter of 2011.
• Income from operations before interest income and income taxes in the second quarter of 2012 increased to $15.0 million, compared to $14.9 million in the same period of 2011.
• Net income for the second quarter of 2012 increased to $9.2 million, or $0.51 per diluted share, compared to $9.0 million, or $0.49 per diluted share, in the same period of 2011.

Financial and Other Results:

Total revenues for the second quarter of 2012 increased 23% to $74.6 million, compared to total revenues of $60.8 million in the second quarter of 2011. Income from operations before interest income and income taxes in the second quarter of 2012 increased to $15.0 million, compared to $14.9 million in the same period of 2011. Stock-based compensation expense reduced operating income by $917,000 in the second quarter of 2012 and $746,000 in the second quarter of 2011.

Net income for the second quarter of 2012 increased to $9.2 million, or $0.51 per diluted share, which includes $0.03 per diluted share in stock-based compensation expense, net of tax. This compares to net income of $9.0 million, or $0.49 per diluted share for the second quarter of 2011, including $0.02 per diluted share in stock-based compensation expense, net of tax. The weighted average diluted shares outstanding for the second quarter of 2012 and 2011 were approximately 18.2 million and 18.3 million, respectively.

For the six months ended June 30, 2012, total revenues were $150.4 million, an increase of 26% compared to total revenues of $119.5 million in the same period of 2011. Income from operations before interest income and income tax for the six months ended June 30, 2012 increased to $29.9 million, compared to $28.0 million in the same period of 2011. Stock-based compensation expense reduced each period's operating income by $1.9 million and $1.6 million, respectively.

Net income for the six months ended June 30, 2012 to $18.3 million, or $1.01 per diluted share, which includes $0.07 per diluted share in stock-based compensation expense, net of tax. This compares to net income of $16.8 million, or $0.92 per diluted share, in the same period of 2011, including $0.05 per diluted share in stock-based compensation expense, net of tax. The weighted average diluted shares outstanding for the six months ended June 30, 2012 and 2011 were approximately 18.2 million and 18.4 million, respectively.

Total cash and cash equivalents as of June 30, 2012 were approximately $116.7 million with no long-term debt. Cash from operations for the six months ended June 30, 2012 was approximately $22.7 million, compared to $25.7 million in the same period of 2011. Capital expenditures were approximately $18.9 million for the six months ended June 30, 2012, compared to $6.8 million in the prior year period. Depreciation and amortization was $5.4 million for the six months ended June 30, 2012 and $4.3 million for the same period of 2011.

Net Course Registrations:
For the three months ended June 30,
	2012	2011	% Change
Net Course Registrations by New Students	19,600	18,900	4%
Net Course Registrations	92,900	78,400	18%
For the six months ended June 30,
	2012	2011	% Change
Net Course Registrations from New Students	40,100	36,700	9%
Net Course Registrations	193,900	160,100	21%

Note: Net course registrations represent the aggregate number of classes in which students remain enrolled after the date by which they may drop the course without financial penalty. Net course registrations and net course registration growth rates include registrations for certain one-credit courses (non-lab courses) and other non-credit registrations in the current and prior year periods.

Third Quarter 2012 Outlook:

The following statements are based on 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 third quarter 2012 net course registrations by new students to be approximately flat year-over-year; net course registrations to increase between approximately 16% and 18% year-over-year; revenues to increase between approximately 16% and 19% over the prior year period; and net income to be between $0.46 and $0.51 per diluted share.

Webcast:

A live webcast of the Company’s second quarter earnings conference call will be broadcast today at 9:00 a.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.

American Public Education, Inc.

American Public Education, Inc. (NASDAQ: APEI) is an online provider of higher education focused primarily on serving the military and public service communities. American Public University System (APUS), wholly owned by APEI, operates through American Military University (AMU) and American Public University (APU). APUS serves more than 100,000 adult learners worldwide and offers 87 degree programs in fields ranging from homeland security, military studies, intelligence, and criminal justice to technology, business administration, public health, and liberal arts. Nationally recognized for its best practices in online higher education, APUS provides an affordable education through classes taught by experienced faculty who are committed to the academic achievement of their students.

American Public University System is accredited by The Higher Learning Commission and is a member of the North Central Association of Colleges and Schools (www.ncahlc.org). For more information about APUS graduation rates, median debt of students who completed programs, and other important information, visit www.apus.edu/disclosure.

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", "could", "estimate", "expect", "intend", "may", "should", "will" and "would". These forward-looking statements include, without limitation, statements regarding expected growth, expected revenues and expected earnings. 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, 2011, Form 10-Q for the quarter ended June 30, 2012, 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
	June 30,
	2012			2011
	(Unaudited)
Revenues	$	74,572		$	60,795
Costs and expenses:
Instructional costs and services		26,249			23,011
Selling and promotional		14,475			9,721
General and administrative		16,141			10,910
Depreciation and amortization		2,715			2,242
Total costs and expenses		59,580			45,884
Income from operations before interest income and income taxes		14,992			14,911
Interest income, net		(34	)		25
Income before income taxes		14,958			14,936
Income tax expense		5,717			5,960
Net income	$	9,241		$	8,976
Net Income per common share:
Basic	$	0.52		$	0.50
Diluted	$	0.51		$	0.49
Weighted average number of common shares:
Basic		17,911			17,890
Diluted		18,151			18,346

American Public Education, Inc.
Consolidated Statement of Income
(In thousands, except per share data)
	Six Months Ended
	June 30,
	2012			2011
	(Unaudited)
Revenues	$	150,394		$	119,459
Costs and expenses:
Instructional costs and services		54,102			45,116
Selling and promotional		28,846			20,605
General and administrative		32,213			21,421
Depreciation and amortization		5,371			4,335
Total costs and expenses		120,532			91,477
Income from operations before interest income and income taxes		29,862			27,982
Interest income, net		(13	)		52
Income before income taxes		29,849			28,034
Income tax expense		11,525			11,201
Net income	$	18,324		$	16,833
Net Income per common share:
Basic	$	1.02		$	0.94
Diluted	$	1.01		$	0.92
Weighted average number of common shares:
Basic		17,882			17,912
Diluted		18,182			18,359

CONTACT:
American Public Education, Inc.
Harry T. Wilkins, CPA
Executive Vice President and Chief Financial Officer
304-724-3722
or
Christopher L. Symanoskie
Associate Vice President, Investor Relations
703-334-3880

EX-99.2

Exhibit 99.2

S E C O N D Q U A R T E R 2 0 1 2 C O N F E R E N C E C A L L A u g u s t 8 , 2 0 1 2

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 are sometimes identified by words such as “anticipate”, “believe”, “could", “estimate”, “expect”, “intend”, “may”, “should“, “will” and “would”. These forward-looking statements include, without limitation, statements on slide Second Quarter 2012 Outlook”, as well as statements regarding expected growth. 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, 2011 as filed with the SEC, quarterly report on Form 10-Q for the three months ended June 30, 2012, 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

Second Quarter and YTD Results: AMU’s leadership within the Military and Veteran communities continues to expand AMU students featured in EDGE magazine AMU ranked #1 most popular colleges Civilian students continue to drive diversification of overall student population at APUS Enrollment of students with intent to pursue a degree increase First course persistence rate increase Measures to reduce FSA fraud and abuse appear effective New partnerships: Dollar General Corporation ManTech International Corporation SAIC Net Course Registrations by Primary Funding Source Military/TA 39% VA 13% Cash & Other 14% FSA/Title IV 34% For six months ending June 30, 2012 Pay Type YTD 2012 Growth (y/y) FSA/Title IV 31% VA 90% Military/TA 6% Cash & Other 8% 3

Greatest Asset is Academic Quality Implementing Lumina Foundation’s Degree Qualifications Profiles (DQP) APUS to participate in John Gardner’s Foundations of Excellence program http://www.fyfoundations.org/ Bill and Melinda Gates Foundation awarded WCET grant to continue work on Predictive Analytics Reporting (PAR) Framework. APUS participated in Service members Opportunity Colleges (SOC) working group to study and improve the academic success of service members and Veterans. http://www.soc.aascu.org/pubfiles/socmisc/SOC_Ed_Attainment_2012-07.pdf Continuing to lay groundwork for quality and innovation Professional development in COI for faculty Approximately 100 classes as research pilot to improve online learning Participating in NSSE pilot program APUS Library earns recognition from IMS Global Learning Consortium www.imsglobal.org 4

Initiatives Support Student Experience, Efficiencies, and New Markets ePress Initiative to Combat Textbook Inflation Investing to Optimize Title IV Processing Technology Fee to Support Administrative Services Expanding Domestic Growth Market segments where affordability resonates Underserved markets, U.S. Latino communities Hospitality and Tourism, Healthcare, and Nursing Expanding Relationships Corporations Non-Profit Organizations Community Colleges International Opportunities Affordable, online degrees programs from an accredited U.S. University International Partnerships US Domestic Academic Quality Tech Fee Title IV Automation Enter New Markets ePress 5

Second Quarter 2012 Financial Results Revenues increased 23% to $74.6 million Income from operations before interest income and income taxes increased to $15.0 million Net income increased $9.2 million or approximately $0.51 per diluted share Cash and Cash Equivalents of $116.7 million or $6.41 per diluted share No long-term debt Purchased 153,426 shares during the second quarter 2012 As of June 30, 2012, approximately $15.5 million may yet be purchased 6

Third Quarter 2012 Outlook The following statements are based on current expectations. These statements are forward-looking and actual results may differ materially. Approximate Growth (y/y) Net course registration growth by new students approximately flat Net course registration growth 16%-18% Revenue growth 16%-19% Earnings per diluted share $0.46 to $0.51 Additional Considerations Some individuals and groups attempt to abuse the Title IV system and the Company believes net course registrations in the prior year period would have been lower absent this factor. 7

Initiatives Support Student Experience, Efficiencies, and New Markets ePress Initiative to Combat Textbook Inflation Investing to Optimize Title IV Processing Technology Fee to Support Administrative Services Expanding Domestic Growth Market segments where affordability resonates Underserved markets, U.S. Latino communities Hospitality and Tourism, Healthcare, and Nursing Expanding Relationships Corporations Non-Profit Organizations Community Colleges International Opportunities Affordable, online degrees programs from an accredited U.S. University International Partnerships US Domestic Academic Quality Tech Fee Title IV Automation Enter New Markets ePress 8

S E C O N D Q U A R T E R 2 0 1 2 C O N F E R E N C E C A L L A u g u s t 8 , 2 0 1 2

EX-99.3

Exhibit 99.3

FACT SHEET: June 2012 TICKER: APEI EXCHANGE: NASDAQ IPO DATE/PRICE: Nov 11, 2007 @ $20 American Public Education, Inc. is an online provider of higher education focused primarily on serving the military and public service communities. American Public University System (APUS), wholly owned by APEI, operates through American Military University (AMU) and American Public University (APU). APUS’ mission is to provide quality higher education with emphasis on educating the nation’s military and public service communities by offering respected, relevant, accessible and affordable, student-focused online programs, which prepare them for service and leadership in a diverse, global society. American Public University System is accredited by The Higher Learning Commission and is a member of the North Central Association of Colleges and Schools (NCA), www.ncahlc.org. APUS REGISTRATIONS For the three months ended June 30, 2012 2011 % Change Net Course Registrations from New Students 19,600 18,900 4% Net Course Registrations 92,900 78,400 18% APUS REGISTRATIONS BY PRIMARY FUNDING SOURCE For the six months ended June 30, 2012 % of Total Federal Student Aid (Title IV) 34% Department of Defense Tuition Assistance (TA) 39% Veteran’s Benefits (VA) 13% Cash & Other Sources 14% 50%+ OF APUS UNDERGRADUATE ALUMNI RETURN FOR SECOND DEGREE 40%+ OF APUS STUDENTS REFERRED BY OTHERS FINANCIAL METRICS (in millions, except per share data) Three Months Ended 6/30/2012 Y/Y Growth Revenues $74.6 23% Net Income $ 9.2 2% Diluted EPS (per diluted share) $0.51 Balance Sheet, as of 6/30/2012 12/31/2011 Cash & Equiv. $ 116.7 $ 119.0 Total Assets $211.0 $198.9 Total Corp. Debt $ 0 $ 0 Full Year Ended 12/31/2011 Y/Y Growth Revenues $260.4 31% Net Income $ 40.8 36% Diluted EPS (per diluted share) $ 2.23 UNIVERSITY PROFILE As of December 31, 2011 Enrollment by degree level Associates Bachelors Masters 20% 21% 59% Enrollment by status Military Civilian 58% 42% Enrollment by school 21%–Arts & Humanities 20%–Security & Global Studies 19%–Public Service & Health 14%–Management 12%–Business 10%–Science & Technology 4%–Education 4% 10% 21% 12% 20% 14% 19% AFFORDABLE TUITION Undergraduate Tuition: $250/credit hour Graduate Tuition: $325/credit hour Avg. Age: 32 years Avg. Undergraduate Class Size: 16 students Gender Ratio: 67 male/33 female Avg. Courses Per Year: 3 Military/4 Civilian Faculty: 450 Full-Time/1,400 Adjunct Staff: 800 Full-Time/20 Part-Time AMU & APU GRADUATES 24,000+ Alumni 6,300 4,800 3,400 2,100 1,700 1,100 900 600 300 100 ’02 ’03 ’04 ’05 ’06 ’07 ’08 ’09 ’10 ’11 *Represents returning undergraduate students from 2009 conferrals. 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. Contact Chris Symanoskie 703-334-3880 or csymanoskie@apus.edu.