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

August 9, 2016

(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 9, 2016, American Public Education, Inc. issued a press release reporting financial results for the three and six months ended June 30, 2016.  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 August 9, 2016 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 August 9, 2016, reporting financial results for the three and six months ended June 30, 2016.
99.2	American Public Education, Inc. slides for August 9, 2016 conference call and webcast for the three and six months ended June 30, 2016.
99.3	American Public Education, Inc. fact sheet posted to its investor relations website  on August 9, 2016.

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 9, 2016	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 August 9, 2016, reporting financial results for the three and six months ended June 30, 2016.
99.2	American Public Education, Inc. slides for August 9, 2016 conference call and webcast for the three and six months ended June 30, 2016.
99.3	American Public Education, Inc. fact sheet posted to its investor relations website  on August 9, 2016.

EX-99.1

Exhibit 99.1

American Public Education Reports Second Quarter 2016 Results

CHARLES TOWN, W.Va., Aug. 9, 2016 /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 June 30, 2016.

Recent Results:

• Second quarter 2016 consolidated revenue decreased 4.5% to $76.7 million, compared to $80.3 million in the same period of 2015.
• Consolidated income from operations before interest income and income taxes decreased 7.8% to $10.7 million in the second quarter of 2016, compared to $11.6 million in the same period of 2015.
• Net income for the second quarter of 2016 decreased to $6.6 million, or $0.41 per diluted share, compared to $7.1 million, or $0.42 per diluted share, in the same period of 2015.
• Net course registrations at American Public University System decreased approximately 8% in the second quarter of 2016, compared to the prior year period. Net course registrations by returning students decreased approximately 5% year-over-year and net course registrations by new students decreased approximately 22% year-over-year in the second quarter of 2016.
• Active student enrollment at American Public University System decreased 12% year-over-year to 91,800 students as of June 30, 2016.
• Total student enrollment at HCON decreased approximately 8% to 1,770 students for the three months ended June 30, 2016.

Financial Results:

Total consolidated revenue for the second quarter of 2016 decreased 4.5% to $76.7 million, compared to total revenue of $80.3 million in the second quarter of 2015. Consolidated income from operations before interest income and income taxes in the second quarter of 2016 decreased 7.8% to $10.7 million, compared to $11.6 million in the second quarter of 2015. Net income for the second quarter of 2016 was $6.6 million, or $0.41 per diluted share, compared to net income of $7.1 million, or $0.42 per diluted share for the second quarter of 2015. The weighted average diluted shares outstanding for the second quarter of 2016 and 2015 were approximately 16.2 million and 16.9 million, respectively.

For the six months ended June 30, 2016, total consolidated revenue decreased 3.0% to $160.7 million, compared to $165.7 million in the prior year period. Consolidated income from operations before interest income and income taxes for the six months ended June 30, 2016 was $26.6 million, compared to $26.0 million in the prior year period. Net income for the six months ended June 30, 2016 was $16.9 million, or $1.05 per diluted share, compared to net income of $15.9 million, or $0.93 per diluted share in the prior year period. The weighted average diluted shares outstanding for the six months ended June 30, 2016 and 2015 were approximately 16.2 million and 17.1 million, respectively.

Total cash and cash equivalents as of June 30, 2016 were approximately $124.1 million with no long-term debt. Capital expenditures were approximately $6.9 million for the six months ended June 30, 2016, compared to $12.8 million in the prior year period. Depreciation and amortization was $9.7 million for the six months ended June 30, 2016, compared to $9.3 million for the same period of 2015.

Registrations and Enrollment:

American Public University System1
For the three months ended June 30,		2016	2015	% Change
	Net Course Registrations by New Students	10,500	13,500	-22%
	Net Course Registrations	82,000	89,000	-8%
For the six months ended June 30,		2016	2015	% Change
	Net Course Registrations by New Students	23,100	28,300	-18%
	Net Course Registrations	177,800	188,600	-6%
As of June 30,
	Active Student Enrollment2	91,800	104,400	-12%
Hondros College of Nursing3
For the three months ended June 30,		2016	2015	% Change
	New Student Enrollment	350	400	-13%
	Total Student Enrollment	1,770	1,930	-8%

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 StudentEnrollment represents the number of unique students who remain 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.

³HCONStudent Enrollment represents the total number of students enrolled in a course immediately after the quarter's add/drop period.   

Third Quarter 2016 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 third quarter 2016 consolidated revenues to decrease between approximately 6% and 3% year-over-year, compared to the prior year period of 2015. The Company expects consolidated net income of between $0.26 and $0.31 per diluted share in the third quarter of 2016.

American Public Education also expects the following results from its subsidiaries in the third quarter of 2016:

• At American Public University System, net course registrations by new students are expected to decrease between 27% and 23% year-over-year and net course registrations are expected to decrease between 13% and 10% year-over-year.
• At Hondros College of Nursing, new student enrollment decreased by approximately 20% year-over-year and total student enrollment decreased by approximately 11% year-over-year for the three months ended September 30, 2016.³

Webcast:

A live webcast of the Company's second quarter 2016 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 and National Education Seminars Inc., which we refer to in this press release as Hondros College of Nursing. Together, these institutions serve more than 90,000 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, 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, 2015, Quarterly Report on Form 10-Q for the period ended June 30, 2016 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,
	2016		2015
	(Unaudited)
Revenues	$	76,745	$	80,263
Costs and expenses:
Instructional costs and services		29,186		29,696
Selling and promotional		14,984		16,152
General and administrative		17,090		18,141
Depreciation and amortization		4,825		4,698
Total costs and expenses		66,085		68,687
Income from operations before
interest income and income taxes		10,660		11,576
Interest income, net		37		31
Income before income taxes		10,697		11,607
Income tax expense		4,172		4,548
Equity investment income/(loss)		71		14
Net income	$	6,596	$	7,073
Net Income per common share:
Basic	$	0.41	$	0.42
Diluted	$	0.41	$	0.42
Weighted average number of
common shares:
Basic		16,059		16,820
Diluted		16,196		16,923
	Three Months Ended
Segment Information:	June 30,
	2016		2015
Revenues:
American Public Education, Inc.	$	69,529	$	72,578
Hondros College of Nursing	$	7,216	$	7,685
Income from continuing operations before
interest income and income taxes:
American Public Education, Inc.	$	10,315	$	10,815
Hondros College of Nursing	$	345	$	761
	Six Months Ended
	June 30,
	2016		2015
	(Unaudited)
Revenues	$	160,711	$	165,707
Costs and expenses:
Instructional costs and services		58,894		59,956
Selling and promotional		31,453		33,171
General and administrative		34,020		37,246
Depreciation and amortization		9,714		9,287
Total costs and expenses		134,081		139,660
Income from operations before
interest income and income taxes		26,630		26,047
Interest income, net		74		41
Income before income taxes		26,704		26,088
Income tax expense		10,439		10,198
Equity investment income/(loss)		671		(24)
Net income	$	16,936	$	15,866
Net Income per common share:
Basic	$	1.06	$	0.93
Diluted	$	1.05	$	0.93
Weighted average number of
common shares:
Basic		16,049		16,972
Diluted		16,155		17,102
	Six Months Ended
Segment Information:	June 30,
	2016		2015
Revenues:
American Public Education, Inc.	$	145,794	$	150,030
Hondros College of Nursing	$	14,917	$	15,677
Income from continuing operations before
interest income and income taxes:
American Public Education, Inc.	$	25,552	$	24,131
Hondros College of Nursing	$	1,078	$	1,916

Logo - http://photos.prnewswire.com/prnh/20160324/347796LOGO

CONTACT: Richard W. Sunderland, Jr., CPA, Executive Vice President and Chief Financial Officer, 304.885.5371, or Christopher L. Symanoskie, IRC, Vice President, Investor Relations, 703.334.3880

EX-99.2

Exhibit 99.2

August 9, 2016 Recent Results and Developments Second Quarter 2016

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, expected registrations 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 American Public Education ’ s Annual Report on Form 10 - K for the year ended December 31 , 2015 , Quarterly Report on Form 10 - Q for the three months ended June 30 , 2016 and in the American Public Education’s other filings with the SEC . American Public Education undertakes no obligation to update publicly any forward - looking statements for any reason, unless required by law, 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.

SECOND QUARTER 2016 RESULTS Quality Mix of Students Continued to Improve • APUS continued to focus on improving student persistence and on attracting new students with greater college readiness. • Net course registrations by returning students at APUS declined 5.2%, compared to the prior year period . • The first course pass and completion rate for APUS undergraduate students using Federal Student Aid increased 28% for the three months ended May 31, 2016, compared to the same period of 2015. • Bad debt expense as a percentage of revenue decreased to 2.3%, compared to 4.9% in the second quarter of 2015. • Hondros College of Nursing received approval to open a new campus in suburban Toledo, OH. For the six months ended June 30, 2016 APUS Net Course Registrations by Primary Funding Source Other 13% FSA/Title IV 29% Military/TA 36% VA 22% 3 Advancing the Learning Experience | Exploring New Opportunities FSA   -15.3% TA   -5.2% VA   -2.4% OTHER   -5.6% Total:   -7.8% 2Q2016 Change (y/y) APUS Net Course Registrations by Primary Funding Source

APUS INSTITUTIONAL GOALS Stabilizing Enrollment & Improving Persistence 4 Advancing the Learning Experience | Exploring New Opportunities Increase Student Persistence Enroll College - Ready Students Key Initiatives: • Geographic Targeted Marketing • Brand Positioning • Emphasis on Differentiated Programs • Optimizing Assessments • Enhancing Application Processes Anticipated Benefits: • Increased Lifetime Value/ROI • Lower Bad Debt Expense • Improved Student Experience • Increased Referrals

FINANCIAL RESULTS SUMMARY Second Quarter 2016 Advancing the Learning Experience | Exploring New Opportunities 5 • Consolidated revenue decreased 4.5% to $76.7 million, compared to $80.3 million in the same period of 2015. • Operating margins decreased to 13.9%, compared to 14.4% in the same period of 2015. • Instructional costs and services increased as a percentage of revenue to 38.0%, compared to 37.0% in the prior year period. • Selling and promotional expenses decreased as a percentage of revenue to 19.5%, compared to 20.1% in the prior year period. • General and administrative expenses as a percentage of revenue decreased to 22.3% compared to 22.6% in the prior year period. • Net income decreased to $6.6 million or approximately $0.41 per diluted share, compared to $7.1 million or approximately $0.42 per diluted share in the prior year period. • Cash and cash equivalents increased to $124.1 million, compared to $105.7 million at December 31, 2015.

FINANCIAL/OPERATIONAL OUTLOOK Third Quarter 2016 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 1 by new students - 27% to - 23% APUS Net course registrations 1 - 13% to - 10% HCON New student enrollment 2 Approx. - 20% HCON Total student enrollment 2 Approx. - 11% Total consolidated revenue - 6% to - 3% Total net income per diluted share $0.26 to $0.31 Third Quarter 2016 1 APUS 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 . 2 HCON Student Enrollment represents the total number of students enrolled in a course immediately after the quarter’s add/drop period .

Second Quarter 2016 Financial Results Conference Call August 9, 2016

EX-99.3

Exhibit 99.3