8-K

UNITED STATES

SECURITIES 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

November 9, 2015

(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 November 9, 2015, American Public Education, Inc. issued a press release reporting financial results for the three and nine months ended September 30, 2015.  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 November 9, 2015 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 November 9, 2015, reporting financial results for the three and nine months ended September 30, 2015.
99.2	American Public Education, Inc. slides for November 9, 2015 conference call and webcast for the three and nine months ended September 30, 2015.
99.3	American Public Education, Inc. fact sheet posted to its investor relations website on November 9, 2015.

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:	November 9, 2015	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 November 9, 2015, reporting financial results for the three and nine months ended September 30, 2015.
99.2	American Public Education, Inc. slides for November 9, 2015 conference call and webcast for the three and nine months ended September 30, 2015.
99.3	American Public Education, Inc. fact sheet posted to its investor relations website on November 9, 2015.

EX-99.1

Exhibit 99.1

American Public Education Reports Third Quarter 2015 Results

CHARLES TOWN, W.Va., Nov. 9, 2015 /PRNewswire/ -- American Public Education, Inc. (NASDAQ: APEI) – parent company of online learning provider American Public University System (APUS) and campus-based Hondros College of Nursing (HCON) – announced financial results for the quarter ended September 30, 2015.

Recent Results:

• Third quarter 2015 consolidated revenue decreased 9.9% to $76.3 million, compared to $84.7 million in the same period of 2014.  
• Consolidated income from operations before interest income and income taxes in the third quarter of 2015 decreased to $10.5 million, compared to $14.6 million in the same period of 2014. 
• Net income for the third quarter of 2015 decreased to $6.8 million, or $0.41 per diluted share, compared to $8.8 million, or $0.51 per diluted share, in the same period of 2014. 
• At American Public University System, net course registrations in the third quarter of 2015 decreased approximately 6% year-over-year and net course registrations by new students in the third quarter of 2015 decreased approximately 19% year-over-year.  The decline in total net course registrations by new students was primarily the result of a 35% year-over-year decline in net course registrations by new students who use Federal Student Aid as their primary funding source.
• As of September 30, 2015, active student enrollment at American Public University System decreased 11% to 99,000 students, compared to 111,300 students at September 30, 2014.
• As of September 30, 2015, student enrollment at Hondros College of Nursing increased 3% to approximately 1,350 students, compared to 1,310 students as of September 30, 2014.  

Financial Results:

Total consolidated revenue for the third quarter of 2015 decreased 9.9% to $76.3 million, compared to total revenue of $84.7 million in the third quarter of 2014. Consolidated income from operations before interest income and income taxes in the third quarter of 2015 was $10.5 million, compared to $14.6 million in the third quarter of 2014. Net income for the third quarter of 2015 was $6.8 million, or $0.41 per diluted share, compared to net income of $8.8 million, or $0.51 per diluted share for the third quarter of 2014. The weighted average diluted shares outstanding for the third quarter of 2015 and 2014 were approximately 16.7 million and 17.4 million, respectively.

For the nine months ended September 30, 2015, total consolidated revenue decreased 6.5% to $242.0 million, compared to total revenue of $258.7 million in the prior year period. Income from operations before interest income and income taxes for the nine months ended September 30, 2015 was $36.6 million, compared to $47.2 million in the prior year period. Net income for the nine months ended September 30, 2015 was $22.6 million, or $1.33 per diluted share, compared to net income of $29.1 million, or $1.65 per diluted share in the prior year period. The weighted average diluted shares outstanding for the nine months ended 2015 and 2014 were approximately 17.0 million and 17.6 million, respectively.

Total cash and cash equivalents as of September 30, 2015 were approximately $113.8 million with no long-term debt. Capital expenditures were approximately $19.6 million for the nine months ended September 30, 2015, compared to $15.3 million in the prior year period. Depreciation and amortization was $14.2 million for the nine months ended September 30, 2015, compared to $11.9 million for the same period of 2014.

Enrollments and Registrations:

American Public University System1
For the three months ended September 30,	2015	2014	% Change
Net Course Registrations by New Students	15,900	19,700	-19%
Net Course Registrations	94,200	100,200	-6%
For the nine months ended September 30,	2015	2014	% Change
Net Course Registrations by New Students	44,200	54,100	-18%
Net Course Registrations	282,800	302,100	-6%
As of September 30,
Active Student Enrollment2	99,000	111,300	-11%
Hondros College of Nursing3
As of September 30,	2015	2014	% Change
New Student Enrollment	400	420	-5%
Total Student Enrollment	1,350	1,310	3%

¹APUS Net Course Registrations represent the approximate aggregate number of courses for which students remain enrolled after the date by which they may drop a course without financial penalty. ²APUS Active Student Enrollment represents the number of unique students who are currently enrolled in a course past the first week of class or who have completed at least one course for which a grade was received within the last 12 months. ³HCON Student Enrollment represents the approximate number of students enrolled in one or more courses after the date by which they may drop the course without financial penalty.

Fourth Quarter 2015 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.

For the quarter ending December 31, 2015, American Public Education anticipates consolidated revenues to decrease between approximately 10% and 6% year-over-year, compared to the prior year period of 2014.

The Company expects consolidated net income to be between $0.40 and $0.45 per diluted share for the quarter ending December 31, 2015, which includes the impact of anticipated charges that are estimated to be approximately $0.11 per diluted share. Excluding the impact of the anticipated charges, non-GAAP adjusted net income is expected to be between $0.51 and $0.56 per diluted share. Management believes the adjusted net income outlook for the quarter ending December 31, 2015, which excludes charges for employee redeployment and the write-down of information technology assets, is useful because it will allow investors to better compare results to prior year periods.

American Public Education also expects the following results from its subsidiaries for the quarter ending December 31, 2015:

• At American Public University System, net course registrations by new students are expected to decrease between 22% and 19% year-over-year and total net course registrations are expected to decrease between 10% and 8% year-over-year.
• At Hondros College of Nursing, new student enrollment decreased by approximately 11% year-over-year and total student enrollment increased by approximately 2% year-over-year.

Webcast:

A live webcast of the Company's earnings conference call for the quarter ended September 30, 2015 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 100,000 adult learners worldwide and offer approximately 100 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, amounts and nature of anticipated charges, expected registration and enrollments, 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, 2014, Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015 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
	September 30,
	2015		2014
	(Unaudited)
Revenue	$	76,291	$	84,707
Costs and expenses:
Instructional costs and services		29,167		30,626
Selling and promotional		14,062		17,948
General and administrative		17,659		17,432
Depreciation and amortization		4,891		4,054
Total costs and expenses		65,779		70,060
Income from operations before
interest income and income taxes		10,512		14,647
Interest income		37		98
Income before income taxes		10,549		14,745
Income tax expense		3,796		5,877
Equity investment income (loss), net of taxes		4		(26)
Net income	$	6,757	$	8,842
Net Income per common share:
Basic		0.41		0.51
Diluted		0.41		0.51
Weighted average number of
common shares:
Basic		16,562		17,255
Diluted		16,662		17,355
	Three Months Ended
Segment Information:	September 30,
	2015		2014
Revenue:
American Public Education, Inc.	$	69,233	$	77,191
Hondros College of Nursing	$	7,058	$	7,516
Income from operations before
interest income and income taxes:
American Public Education, Inc.	$	10,049	$	13,964
Hondros College of Nursing	$	463	$	683
American Public Education, Inc.
Consolidated Statement of Income
(In thousands, except per share data)
	Nine Months Ended
	September 30,
	2015		2014
	(Unaudited)
Revenue	$	241,998	$	258,723
Costs and expenses:
Instructional costs and services		89,123		92,171
Selling and promotional		47,233		51,997
General and administrative		54,905		55,447
Depreciation and amortization		14,178		11,901
Total costs and expenses		205,439		211,516
Income from operations before
interest income and income taxes		36,559		47,207
Interest income		78		277
Income before income taxes		36,637		47,484
Income tax expense		13,994		18,377
Equity investment income (loss), net of taxes		(20)		(27)
Net income	$	22,623	$	29,080
Net Income per common share:
Basic		1.34		1.67
Diluted		1.33		1.65
Weighted average number of
common shares:
Basic		16,844		17,394
Diluted		16,974		17,574
	Nine Months Ended
Segment Information:	June 30,
	2015		2014
Revenue:
American Public Education, Inc.	$	219,263	$	236,834
Hondros College of Nursing	$	22,735	$	21,889
Income from operations before
interest income and income taxes:
American Public Education, Inc.	$	34,179	$	45,043
Hondros College of Nursing	$	2,380	$	2,164

CONTACT: 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

November 9, 2015 Recent Results and Developments Third Quarter 2015

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”, “plan”, “should”, “will” and “would” . These forward - looking statements include, without limitation, statements regarding expected growth, amounts and nature of anticipated charges, expected registration and enrollments, 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 , 2014 , Quarterly Report on Form 10 - Q for the period ended September 30 , 2015 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 Advancing the Learning Experience | Exploring New Opportunities SAFE HARBOR STATEMENT American Public Education, Inc.

THIRD QUARTER 2015 RESULTS Improving Our Quality Mix of Students • Net course registrations by returning students at APUS declined 3%, compared to the prior year period. • In August 2015, the undergraduate first course pass and completion rate at APUS increased 19% year - over - year. • Bad debt expense declined as a percent of revenue, compared to the prior year period. • APUS began using the multiple disbursement method for first time undergraduate FSA students. • APUS launched three new degree programs: a BS and MS in Health Information Management (HIM) and a MS in Nursing. For the three months ended September 30, 2015 APUS Net Course Registrations by Primary Funding Source Other 13% FSA/Title IV 31% Military/TA 34% VA 22% 3 Advancing the Learning Experience | Exploring New Opportunities     FSA   -19.0%   -15.6%   TA   -2.8%   -9.5%   VA   9.8%   7.2%   OTHER   0.4%   0.1%     -6.0%   -7.4%   % Change (y/y) 2Q20153Q2015

APUS STRATEGIC FOCUS Emphasizing Key Priorities 4 Advancing the Learning Experience | Exploring New Opportunities Refine Assessment & Application Processes Improve Conversion Rates Enhance The University Experience Optimize Targeted Outreach Increase Lead Quality & Applications Improve Engagement & Interactivity Further Increase Persistence Rates Optimized assessment & application processes expected to be substantially completed by 1Q16. Primary Goal: improve conversion rates in 2016. +45% of alumni return for a second degree. +45% of new APUS students referred by others. Strengthen Marketplace Differentiation & Improve Referrals In August 2015, the first course pass & completion rate of undergraduate students using FSA increased 19% year - over - year. APUS Mobile installed on over 35,000 devices; usage increased to approximately 1.2 million page views per week in October 2015. Investments in Technology

FINANCIAL RESULTS SUMMARY Third Quarter 2015 (Consolidated) Advancing the Learning Experience | Exploring New Opportunities 5 • Revenue decreased 9.9% to $76.3 million, compared to the prior year period. • Overall operating margins decreased in the third quarter of 2015: • Instructional costs and services as a percentage of revenue increased to 38.2%, compared to 36.2% in the prior year period. • Selling and promotional expenses decreased as a percent of revenue to 18.4%, compared to 21.2% in the prior year period. • General and administrative expenses as a percentage of revenues increased to 23.1% compared to 20.6% in the prior period. • Bad debt expense as percent of revenue decreased to 3.4%, compared to 5.0% in the prior year period. • Income from operations before interest income and income taxes decreased to $10.5 million, compared to $14.6 million in the prior year period. • Net income decreased to $6.8 million or approximately $0.41 per diluted share, compared to the prior year period. • Cash and cash equivalents decreased to $113.8 million with no long - term debt. • Approximately $3.0 million in cash was used to repurchase 129,849 shares of common stock.

FINANCIAL/OPERATIONAL OUTLOOK Fourth Quarter 2015 Advancing the Learning Experience | Exploring New Opportunities 6 The following statements are based on current expectations. These statements are forward - looking and actual results may differ materially. Approximate Change (y/y) APUS Net course registrations by new students - 22% to - 19% APUS Net course registrations - 10% to - 8% HCON New student enrollment Approx. - 11% HCON Total student enrollment Approx. +2% Total revenue - 10% to - 6% Total net income per diluted share $0.40 to $0.45 Anticipated charges Approx. $0.11 Non - GAAP adjusted net income per diluted share* $0.51 to $0.56 Fourth Quarter 2015 *Management believes the non - GAAP adjusted EPS outlook for the quarter ending December 31, 2015, which excludes charges for employee redeployment and the write - down of information technology assets, is useful because it will allow investors to better compare results to the prior year periods.

RECENT ACCOMPLISHMENTS Committed to Long - Term Stability in a Difficult Environment Advancing the Learning Experience | Exploring New Opportunities 7 ADVANCING THE LEARNING PLATFORM; SEEKING NEW OPPORTUNITIES Recent Initiatives Current Status Expand student persistence pilots, including Fidelis/ ClearPath Increase strategic relationships and targeted outreach Launched APUS Native Classroom App (“APUS Mobile”) Implement admissions standards/assessment Tuition increase (tuition grant for military and military - affiliated) Multiple disbursements in Federal Student Aid Improve Lead to Enrollment Conversion Processes 2016 Differential Pricing 2016 Differentiated & Advanced Learning Experience – On Online/On Campus New Academic Fields and Markets – Through Investment & Acquisition

Third Quarter 2015 Financial Results Conference Call November 9, 2015

EX-99.3

Exhibit 99.3