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 8, 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 August 8, 2017, American Public Education, Inc. issued a press release reporting financial results for the three and six months ended June 30, 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 August 8, 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 August 8, 2017, reporting financial results for the three and six months ended June 30, 2017.
	99.2	American Public Education, Inc. slides for August 8, 2017 conference call and webcast for the three and six months ended June 30, 2017.
	99.3	American Public Education, Inc. fact sheet posted to its investor relations website on August 8, 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:	August 8, 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 August 8, 2017, reporting financial results for the three and six months ended June 30, 2017.
99.2	American Public Education, Inc. slides for August 8, 2017 conference call and webcast for the three and six months ended June 30, 2017.
99.3	American Public Education, Inc. fact sheet posted to its investor relations website on August 8, 2017.

EX-99.1

Exhibit 99.1

American Public Education Reports Second Quarter 2017 Results

CHARLES TOWN, W.Va., Aug. 8, 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 June 30, 2017.

Selected Financial Data:

• Second quarter 2017 consolidated revenue decreased 5.9% to $72.2 million, compared to $76.7 million in the same period of 2016.
• Net income for the second quarter of 2017 decreased to $3.8 million, or $0.23 per diluted share, compared to net income of $6.6 million, or $0.41 per diluted share, in the same period of 2016.

Registrations and Enrollment:

• Net course registrations at APUS decreased approximately 6% in the second quarter of 2017, compared to the prior year period. Net course registrations by returning students decreased approximately 6% year-over-year and net course registrations by new students decreased approximately 9% year-over-year in the second quarter of 2017. ¹
• APUS active student enrollment decreased 8% year-over-year to approximately 84,300 students as of June 30, 2017.²
• For the three months ended June 30, 2017, new student enrollment at HCN increased by approximately 31% year-over-year and total student enrollment decreased by 3% to approximately 1,720 students. ³

Financial Results:

Total consolidated revenue for the second quarter of 2017 decreased 5.9% to $72.2 million, compared to total revenue of $76.7 million in the second quarter of 2016. Consolidated income from operations before interest income and income taxes in the second quarter of 2017 was $6.3 million, compared to consolidated income from operations before interest income and income taxes of $10.7 million in the second quarter of 2016. Net income for the second quarter of 2017 was $3.8 million, or $0.23 per diluted share, compared to net income of $6.6 million, or $0.41 per diluted share for the second quarter of 2016. The weighted average diluted shares outstanding for the second quarters of 2017 and 2016 were approximately 16.4 million and 16.2 million, respectively.

For the six months ended June 30, 2017, total consolidated revenue decreased 8.0% to $147.9 million, compared to $160.7 million in the prior year period. Consolidated income from operations before interest income and income taxes for the six months ended June 30, 2017 was $14.6 million, compared to $26.6 million in the prior year period. Net income for the six months ended June 30, 2017 was $8.3 million, or $0.51 per diluted share, compared to net income of $16.9 million, or $1.05 per diluted share in the prior year period. The weighted average diluted shares outstanding for the six months ended June 30, 2017 and 2016 were approximately 16.3 million and 16.2 million, respectively.

Total cash and cash equivalents as of June 30, 2017 were approximately $157.1 million, compared to $124.1 million as of June 30, 2016. Capital expenditures were approximately $3.8 million for the six months ended June 30, 2017, compared to $6.9 million in the prior year period. Depreciation and amortization was $9.5 million for the six months ended June 30, 2017, compared to $9.7 million for the same period of 2016.

Registrations and Enrollment:

American Public University System1
For the three months ended June 30,	2017	2016	% Change
Net Course Registrations by New Students	9,600	10,500	-9%
Net Course Registrations	77,000	82,000	-6%
For the six months ended June 30,	2017	2016	% Change
Net Course Registrations by New Students	20,100	23,100	-13%
Net Course Registrations	163,700	177,800	-8%
As of June 30,
APUS Student Enrollment2	84,300	91,800	-8%
Hondros College of Nursing3
For the three months ended June 30,	2017	2016	% Change
New Student Enrollment	460	350	+31%
Total Student Enrollment	1,720	1,770	-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 StudentEnrollment 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.
3HCNStudent Enrollment represents the total number of students enrolled in a course after the date by which students may drop a course without financial penalty.

Third 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 third quarter 2017 consolidated revenues to decrease between approximately 5% and 2% year-over-year, compared to the third quarter of 2016. The Company expects consolidated net income of between $0.18 and $0.23 per diluted share in the third quarter of 2017.

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

• At American Public University System, net course registrations by new students are expected to decrease between 18% and 14% year-over-year and net course registrations are expected to decrease between 11% and 8% year-over-year. ¹
• At Hondros College of Nursing, new student enrollment increased by approximately 58% year-over-year and total student enrollment increased by approximately 11% year-over-year for the three months ended September 30, 2017 (Summer 2017).³

Webcast:

A live webcast of the Company's second 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.apei.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 June 30, 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
	June 30,
	2017		2016
	(Unaudited)
Revenues	$	72,196	$	76,745
Costs and expenses:
Instructional costs and services		29,834		28,903
Selling and promotional		14,008		14,984
General and administrative		16,632		16,909
Loss on disposals of long-lived assets		678		464
Depreciation and amortization		4,726		4,825
Total costs and expenses		65,878		66,085
Income from operations before
interest income and income taxes		6,318		10,660
Interest income, net		15		37
Income before income taxes		6,333		10,697
Income tax expense		2,525		4,172
Equity investment income		21		71
Net income	$	3,829		6,596
Net income per common share:
Basic	$	0.24	$	0.41
Diluted	$	0.23	$	0.41
Weighted average number of
common shares:
Basic		16,241		16,059
Diluted		16,360		16,196
	Three Months Ended
Segment Information:	June 30,
	2017		2016
Revenues:
American Public Education, Inc.	$	64,304	$	69,529
Hondros College of Nursing	$	7,892	$	7,216
Income from continuing operations
before interest income and income taxes:
American Public Education, Inc.	$	5,663	$	10,315
Hondros College of Nursing	$	655	$	345

	Six Months Ended
	June 30,
	2017		2016
	(Unaudited)
Revenues	$	147,884	$	160,711
Costs and expenses:
Instructional costs and services		58,790		58,611
Selling and promotional		29,443		31,453
General and administrative		34,388		33,578
Loss on disposals of long-lived assets		1,168		725
Depreciation and amortization		9,470		9,714
Total costs and expenses		133,259		134,081
Income from operations before
interest income and income taxes		14,625		26,630
Interest income, net		26		74
Income before income taxes		14,651		26,704
Income tax expense		6,374		10,439
Equity investment income		61		671
Net income	$	8,338	$	16,936
Net income per common share:
Basic	$	0.51	$	1.06
Diluted	$	0.51	$	1.05
Weighted average number of
common shares:
Basic		16,214		16,049
Diluted		16,340		16,155
	Six Months Ended
Segment Information:	June 30,
	2017		2016
Revenues:
American Public Education, Inc.	$	132,433	$	145,794
Hondros College of Nursing	$	15,451	$	14,917
Income from continuing operations
before interest income and income taxes:
American Public Education, Inc.	$	13,590	$	25,552
Hondros College of Nursing	$	1,035	$	1,078

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

Higher education that makes a difference SECOND QUARTER 2017 RESULTS | AUGUST 8, 2017 PRESENTED BY DR. WALLACE BOSTON - PRESIDENT AND CEO MR. RICHARD SUNDERLAND, CPA – EXECUTIVE VP AND CFO MR. CHRISTOPHER SYMANOSKIE, IRC – VICE PRESIDENT OF INVESTOR REL ATIONS

PAGE SAFE HARBOR STATEMENT 1 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 June 30 , 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 .

PAGE RECENT RESULTS & HIGHLIGHTS 2 • 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% y/y for the three months ended May 31, 2017, compared to the same period last year. • Although net course registrations by new students at APUS decreased 9% y/y, net course registrations by returning students declined 6% y/y for the three months ended June 30, 2017. • HCN new student enrollment increased 31% y/y and total student enrollment decreased 3% for the three months ending June 30, 2017 (Spring 2017). % Change (Y/Y) FSA - 14.3% TA - 4.6% VA - 3.3% Cash/Other +2.6% Total - 6.2% APUS NET COURSE REGISTRATIONS BY PRIMARY FUNDING SOURCE For three months ending June 30, 2017 ███ 26.5% FSA ███ 36.2% TA ███ 23.1% VA ███ 14.3% Other 19% 1 Y/Y INCREASE IN FIRST COURSE PASS/ COMPLETION RATE OF UNDERGRADUATE STUDENTS UTILIZING FSA AT APUS 1. For three months ending May 31, 2017 APUS NET COURSE REGISTRATIONS BY PRIMARY FUNDING SOURCE For three months ending June 30, 2017 *See Third Quarter 2017 Outlook for more information..

PAGE ENROLLMENT STABILIZATION; A TOP PRIORITY THROUGHOUT OUR ENTERPRISE APEI Value Proposition: • Strong & growing market demand in key areas • Reengineering enrollment management processes • Brand building & increasing investment in target marketing • Attractive new workforce focused programs & initiatives • Expanding strategic relationships COMPETITIVE STRENGTH IN AFFORDABLE, ASSESSABLE PROGRAMS DIVERSE, HIGH - DEMAND AND HIGHLY RELEVANT CURRICULUM FOCUSED ON WORKFORCE SKILLS DEVELOPMENT STRONG BALANCE SHEET AND NET CASH FROM OPERATING ACTIVITIES LARGE SATISFIED STUDENT AND ALUMNI POPULATIONS STRONG AND EXPANDING EMPLOYER RELATIONSHIPS UNYIELDING DEDICATION TO ACADEMIC QUALITY 3

PAGE FINANCIAL RESULTS SUMMARY SECOND QUARTER 2017 4 • Consolidated revenue decreased 5.9% to $ 72.2 million, compared to $76.7 million in the same period of 2016. • Costs and Expenses: • Instructional costs and services expenses increased as a percentage of revenue to 41.3%, compared to 37.7% in the prior year period. • Selling and promotional expenses decreased as a percentage of revenue to 19.4%, compared to 19.5% in the prior year period. • General and administrative expenses increased as a percentage of revenue to 23.1%, compared to 22.0% in the prior year period. • Bad debt expense decreased to $0.9 million, or 1.3% of revenue, compared to $1.8 million, or 2.3% of revenue in the prior year period. • Net income decreased to $3.8 million, or $ 0.23 per diluted share, compared to $6.6 million , or $ 0.41 per diluted share, in the prior year period. • Cash and cash equivalents increased to $ 157.1 million , compared to $ 124.1 million as of June 30, 2016.

PAGE APEI OUTLOOK THIRD QUARTER 2017 5 The following statements are based on current expectations. These statements are forward - looking and actual results may differ materially. 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 . Third Quarter 2017 Approx. Y/Y Change APUS Net course registrations 1 by new students - 18% to – 14% APUS Net course registrations 1 - 11% to – 8% HCN New student enrollment 2 Approx. +58% HCN Student enrollment 2 Approx. +11% Consolidated revenue - 5% to – 2% Consolidated net income per share $0.18 to $0.23

PAGE We prepare working adults for leadership and service through higher education. 6 We prepare working adults for leadership and service through higher education. Q&A AMERICAN PUBLIC EDUCATION, INC. 6

EX-99.3

Exhibit 99.3

 

JUNE 2017 TICKER: APEI EXCHANGE: NASDAQAMERICAN 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 (HCN) 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 RELATIONSHIPSwith healthcare employers91%APUS SENIORS SURVEYEDRespondents would probably or definitely chose APUS again if they could start over.295%APUS ALUMNI SURVEYEDRespondents were either completely satisfied or very satisfied with education received.180K+APUS ALUMNI5K+HCON ALUMNINET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERSTOTAL ASSETSNET CASH PROVIDED BY OPERATING ACTIVITIESREVENUE$ 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‘16Contact: Chris Symanoskie, IRC, Vice President, Investor Relations 703-334-3880 or csymanoskie@apei.comNOTE: 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 Survey2. NSSE, 2016 Survey

ENROLLMENT BY DEGREE LEVEL7APUS AMERICAN PUBLIC UNIVERSITY SYSTEMAn 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 June 30,20172016% ChangeNet Course Registrations by New Students9,60010,500-9%Net Course Registrations377,00082,000-6%For the six months ended June 30,20172016% ChangeNet Course Registrations by New Students20,10023,100-13%Net Course Registrations3163,700177,800-8%As of June 30,20172016% ChangeAPUS Student Enrollment484,30091,800-8%¦59%Bachelor’s¦16%Associate¦16%Master’s¦9%Certificate/otherENROLLMENT BY SCHOOL7¦26%Security & Global Studies¦23%Business¦23%Arts & Humanities¦15%Science, Technology, Engineering & Math¦10%Health Sciences¦3%EducationAT-A-GLANCE7– 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 MembersAMU & APU GRADUATES– 80,000+ 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 SOURCEFor the three months ended June 30, 2017¦36%Department of Defense Tuition Assistance (TA)¦27%Federal Student Aid (Title IV)¦23%Veterans Benefits (VA)¦14%Cash & Other SourcesTUITIONOur 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.5HONDROS COLLEGE OF NURSING3Serving the needs of nurses and the healthcare community through campus locations in Cincinnati, Cleveland, Columbus, Dayton, and Toledo, Ohio.STUDENT ENROLLMENT6For the three months ended June 30,20172016% ChangeNew Student Enrollment460350+31%Total Student Enrollment1,7201,770-3%ENROLLMENT BY PROGRAMFor the full year ended December 31, 2016.¦59%Licensed Practical Nurse¦32%Associate Degree in Nursing¦9%RN-Bachelor of Science in NursingAT-A-GLANCE– Avg. Age of Students: 30 years– Gender Ratio: 92% female / 8% male– Avg. Class size: 15 studentsGRADUATES– 5,600+ alumniApproximate Cost (Tuition & Fees) of Degree CompletionLicensed Practical Nurse$17,040Associate Degree in Nursing$25,010Alumni tuition is $23,790Bachelor of Science in Nursing$20,880Alumni tuition is $19,4883. 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.7. For the twelve months ended December 31, 2016.