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

May 9, 2017

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company      ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨

Section 2 – Financial Information

Item 2.02     Results of Operations and Financial Condition.

On May 9, 2017, American Public Education, Inc. issued a press release reporting financial results for the three months ended March 31, 2017.  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 9, 2017 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 9, 2017, reporting financial results for the three months ended March 31, 2017.
	99.2	American Public Education, Inc. slides for May 9, 2017 conference call and webcast for the three months ended March 31, 2017.
	99.3	American Public Education, Inc. fact sheet posted to its investor relations website on May 9, 2017.

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 9, 2017	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 9, 2017, reporting financial results for the three months ended March 31, 2017.
99.2	American Public Education, Inc. slides for May 9, 2017 conference call and webcast for the three months ended March 31, 2017.
99.3	American Public Education, Inc. fact sheet posted to its investor relations website on May 9, 2017.

EX-99.1

American Public Education Reports First Quarter 2017 Results

CHARLES TOWN, W.Va., May 9, 2017 /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 (HCN) – announced financial results for the quarter ended March 31, 2017.

Selected Financial Data:

• First quarter 2017 consolidated revenue decreased 9.9% to $75.7 million, compared to $84.0 million in the same period of 2016.

• Net income for the first quarter of 2017 decreased to $4.5 million, or $0.28 per diluted share, compared to net income of $10.3 million, or $0.64 per diluted share, in the same period of 2016.

Registrations and Enrollment Highlights:

• Net course registrations at APUS decreased approximately 9% in the first quarter of 2017, compared to the prior year period. Net course registrations by returning students decreased approximately 8% year-over-year and net course registrations by new students decreased approximately 16% year-over-year in the first quarter of 2017. ¹

• APUS student enrollment decreased 11% year-over-year to approximately 87,100 students as of March 31, 2017.²

• For the three months ended March 31, 2017, new student enrollment at HCN increased by approximately 22% year-over-year and total student enrollment decreased by 8% to approximately 1,710 students. ³

Financial Results:

Total consolidated revenue for the first quarter of 2017 decreased 9.9% to $75.7 million, compared to total revenue of $84.0 million in the first quarter of 2016. Consolidated income from operations before interest income and income taxes in the first quarter of 2017 was $8.3 million, compared to consolidated income from operations before interest income and income taxes of $16.0 million in the first quarter of 2016. Net income for the first quarter of 2017 was $4.5 million, or $0.28 per diluted share, compared to net income of $10.3 million, or $0.64 per diluted share for the first quarter of 2016. The weighted average diluted shares outstanding for the first quarters of 2017 and 2016 were approximately 16.3 million and 16.2 million, respectively.

Total cash and cash equivalents as of March 31, 2017 were approximately $147.8 million, compared to $120.0 million as of March 31, 2016. Capital expenditures were approximately $1.7 million for the three months ended March 31, 2017, compared to $3.1 million in the prior year period. Depreciation and amortization was $4.7 million for the three months ended March 31, 2017, compared to $4.9 million for the same period of 2016.

Registrations and Enrollment:

American Public University System1
For the three months ended March 31,	2017	2016	% Change
Net Course Registrations by New Students	10,600	12,600	-16%
Net Course Registrations	86,800	95,800	-9%
As of March 31,
APUS Student Enrollment2	87,100	98,400	-11%
Hondros College of Nursing3
For the three months ended March 31,	2017	2016	% Change
New Student Enrollment	450	370	+22%
Total Student Enrollment	1,710	1,850	-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 Student Enrollment represents the number of unique active students, including those who take an approved leave of absence for up to two years, who have reached the eighth day of their first course or who have completed at least one course within the last 12 months for which a grade was received.
³HCN Student Enrollment represents the total number of students enrolled in a course after the date by which students may drop a course without financial penalty.

Second Quarter 2017 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 unless required by law.

American Public Education anticipates second quarter 2017 consolidated revenues to decrease between approximately 10% and 7% year-over-year, compared to the second quarter of 2016. The Company expects consolidated net income of between $0.19 and $0.24 per diluted share in the second quarter of 2017.

American Public Education also expects the following results from its subsidiaries in the second quarter of 2017:

• At American Public University System, net course registrations by new students are expected to decrease between 11% and 7% year-over-year and net course registrations are expected to decrease between 9% and 6% year-over-year. ¹

• At Hondros College of Nursing, new student enrollment increased by approximately 31% year-over-year and total student enrollment decreased by approximately 3% year-over-year for the three months ended June 30, 2017 (Spring 2017).³

Webcast:

A live webcast of the Company's first quarter 2017 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 85,000 adult learners worldwide and offer more than 200 degree and certificate 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 www.apei.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, 2016, Quarterly Report on Form 10-Q for the period ended March 31, 2017 and other filings with the SEC. The Company 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.

American Public Education, Inc.
Consolidated Statement of Income
(In thousands, except per share data)
	Three Months Ended
	March 31,
	2017		2016
	(Unaudited)
Revenues	$	75,688	$	83,966
Costs and expenses:
Instructional costs and services		28,956		29,708
Selling and promotional		15,435		16,469
General and administrative		17,756		16,669
Loss on disposals of long-lived assets		490		261
Depreciation and amortization		4,744		4,889
Total costs and expenses		67,381		67,996
Income from operations before
interest income and income taxes		8,307		15,970
Interest income, net		11		37
Income before income taxes		8,318		16,007
Income tax expense		3,849		6,267
Equity investment income		40		600
Net income	$	4,509	$	10,340
Net income per common share:
Basic	$	0.28	$	0.64
Diluted	$	0.28	$	0.64
Weighted average number of
common shares:
Basic		16,190		16,038
Diluted		16,321		16,171
	Three Months Ended
Segment Information:	March 31,
	2017		2016
Revenues:
American Public Education, Inc.	$	68,129	$	76,265
Hondros College of Nursing	$	7,559	$	7,701
Income from continuing operations
before interest income and income taxes:
American Public Education, Inc.	$	7,927	$	15,237
Hondros College of Nursing	$	380	$	733

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

May 9, 2017 Financial & Operating Results First Quarter 2017

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, 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 , 2016 , Quarterly Report on Form 10 - Q for the period ended March 31 , 2017 and other filings with the SEC . The Company 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.

RECENT RESULTS AND HIGHLIGHTS Student Persistence Rates Continued to Improve Y/Y • APUS continued to focus on improving student persistence and stabilizing enrollment. • The first course pass and completion rate, a measure of student persistence, for APUS undergraduate students using Federal Student Aid increased by 19% for the three months ended February 28, 2017, compared to the same period last year. • Although net course registrations by new students at APUS decreased 16% y/y, net course registrations by returning students declined 8% for the three months ended March 31, 2017. • HCN new student enrollment increased 22% y/y and total student enrollment decreased 8% for the three months ending March 31, 2017 (Winter 2017). For the three months ended March 31, 2017 APUS Net Course Registrations by Primary Funding Source Other 14% FSA/Title IV 27% Military/TA 37% VA 22% 3 Advancing the Learning Experience | Exploring New Opportunities FSA   -16.2% TA   -7.9% VA   -7.0% OTHER   -2.1% Total:   -9.4% 1Q2017 Change (y/y) APUS Net Course Registrations by Primary Funding Source

4 Advancing the Learning Experience | Exploring New Opportunities APUS 2017 ENROLLMENT STABILIZATION Reengineer Processes & Emphasize Program Development O NGOING AND P LANNED I NITIATIVES F UNCTION /G ROUP New lead scoring and predictive modeling Marketing Personalization and enhanced targeting Marketing Improve student engagement during first interactions Enrollment Management Re - engineer/streamline onboarding processes Enrollment Management New certificate and/or degree programs Program Development Build Momentum TM (recently launched competency - based programs) Program Development Expand corporate and strategic outreach Strategic Relationships Near - term and Long - term Enrollment Stabilization; A Top Priority Throughout Our Enterprise

FINANCIAL RESULTS SUMMARY First Quarter 2017 Advancing the Learning Experience | Exploring New Opportunities 5 • Consolidated revenue decreased 9.9% to $75.7 million, compared to $84.0 million in the same period of 2016. • Costs and Expenses: • Instructional costs and services expenses increased as a percentage of revenue to 38.3%, compared to 35.4% in the prior year period. • Selling and promotional expenses increased as a percentage of revenue to 20.4%, compared to 19.6% in the prior year period. • General and administrative expenses increased as a percentage of revenue to 23.4%, compared to 19.9% in the prior year period. • Bad debt expense decreased to $1.4 million, or 1.9% of revenue, compared to $2.1 million, or 2.5% of revenue in the prior year period. • Net income decreased to $4.5 million, or $ 0.28 per diluted share, compared to $10.3 million, or $ 0.64 per diluted share, in the prior year period. • Cash and cash equivalents increased to $147.8 million, compared to $120.0 million as of March 31, 2016.

FINANCIAL/OPERATIONAL OUTLOOK Second Quarter 2017 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 - 11% to - 7% APUS Net course registrations 1 - 9% to - 6% HCN New student enrollment 2 Approx. +31% HCN Total student enrollment 2 Approx. - 3% Total consolidated revenue - 10% to - 7% Total net income per diluted share $0.19 to $0.24 Second Quarter 2017 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 HCN Student Enrollment represents the total number of students enrolled in a course after the date by which students may drop a course without financial penalty .

First Quarter 2017 Financial Results Conference Call May 9, 2017

EX-99.3

Exhibit 99.3

 

MARCH 2017 TICKER: APEI EXCHANGE: NASDAQ 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. American Public University System (APUS), which is accredited by the Higher Learning Commission (HLC), offers online degree and certificate programs through American Military University (AMU) and American Public University (APU). Hondros College of Nursing (HCON) educates nurses at five Ohio campuses in Cincinnati/West Chester, Cleveland/Independence, Columbus/Westerville, Dayton/Fairborn and Toledo/Maumee. Together, these institutions serve more than 85,000 adult learners worldwide and offer more than 200 degree and certificate 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 www.apei.com. 30+ HCON RELATIONSHIPS with healthcare employers 91% APUS SENIORS SURVEYED respondents would probably or definitely chose APUS again if they could start over.2 95% APUS ALUMNI SURVEYED respondents were either completely satisfied or very satisfied with education received.1 70K+ APUS ALUMNI 5K+ HCON ALUMNI NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS TOTAL ASSETS NET CASH PROVIDED BY OPERATING ACTIVITIES REVENUE $320,712 $42,323 $350,020 $42,034 $40,877 $299,427 $329,479 $297,904 $327,910 $313,516 $313,139 $61,030 $271,655 $59,414 $57,211 $56,014 $32,414 $52,924 $237,603 $24,155 ‘12 ‘13 ‘14 ‘15 ‘16 ‘12 ‘13 ‘14 ‘15 ‘16 ‘12 ‘13 ‘14 ‘15 ‘16 ‘12 ‘13 ‘14 ‘15 ‘16 Contact: Chris Symanoskie, IRC, Vice 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 APEI’s filings with the U.S. Securities and Exchange Commission, www.sec.gov. 1. APUS, 2016 End of Program Survey 2. NSSE, 2016 Survey

 

APUS 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 REGISTRATIONS For the three months ended March 31, 2017 2016 % Change Net Course Registrations by New Students 10,600 12,600 -16% Net Course Registrations3 86,800 95,800 -9% As of March 31, 2017 2016 % Change Active Student Enrollement4 87,100 98,400 -11% ENROLLMENT BY DEGREE LEVEL ¦ 59% Bachelor’s ¦ 16% Associate ¦ 16% Master’s ¦ 9% Certificate/other ENROLLMENT BY SCHOOL ¦ 26% Security & Global Studies ¦ 23% Business ¦ 23% Arts & Humanities ¦ 15% Science, Technology, Engineering & Math ¦ 10% Health Sciences ¦ 3% Education AT-A-GLANCE – 88% of Students are Working Adults – Avg. Age of Students: 33 years – Avg. Undergraduate Class Size: 19 students – Avg. Graduate class size: 9 students – Gender Ratio: 64% male / 36% female – 47%+ of APUS students referred by others – Over 200 Degree and Certificate Programs – 2,000+ Globally Located Faculty Members AMU & APU GRADUATES – 70,000+ Alumni – Nearly 40 graduate students and alumni honored as Presidential Management Fellowship finalists, one of the nation’s most prestigious programs for leadership and public service. REGISTRATIONS BY PRIMARY FUNDING SOURCE For the three months ended March 31, 2017 ¦ 37% Department of Defense Tuition Assistance (TA) ¦ 27% Federal Student Aid (Title IV) ¦ 22% Veterans Benefits (VA) ¦ 14% Cash & Other Sources TUITION Our total costs of combined tuition, books, and required fees are approximately 21% less for undergraduate and 40% less for graduate students than the average published in-state total costs at public institutions.5 HONDROS COLLEGE OF NURSING3 Serving the needs of nurses and the healthcare community through campus locations in Cincinnati, Cleveland, Columbus, Dayton, and Toledo, Ohio. STUDENT ENROLLMENT6 For the three months ended March 31, 2017 2016 % Change New Student Enrollment 450 370 +22% Total Student Enrollment 1,710 1,850 -8% ENROLLMENT BY PROGRAM For the full year ended December 31, 2016. ¦ 59% Licensed Practical Nurse ¦ 32% Associate Degree in Nursing ¦ 9% RN-Bachelor of Science in Nursing AT-A-GLANCE – Avg. Age of Students: 30 years – Gender Ratio: 92% female / 8% male – Avg. Class size: 15 students GRADUATES – 5,600+ alumni Approximate Cost (Tuition & Fees) of Degree Completion Licensed Practical Nurse $17,040 Associate Degree in Nursing $25,010 Alumni tuition is $23,790 Bachelor of Science in Nursing $20,880 Alumni tuition is $19,488 3. 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. 4. APUS Student Enrollment represents the number of unique active students, including those who take an approved leave of absence for up to two years, who have reached the eighth day of their first course or who have completed at least one course within the last 12 months for which a grade was received. 5. College Board, Trends in College Pricing 2016 6. HCON Student Enrollment represents the total number of students enrolled in a course immediately after the date by which students may drop a course without penalty.