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 8, 2018

(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 8, 2018, American Public Education, Inc. issued a press release reporting financial results for the three months ended March 31, 2018.  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 8, 2018 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 8, 2018, reporting financial results for the three months ended March 31, 2018.
99.2	American Public Education, Inc. slides for May 8, 2018 conference call and webcast for the three months ended March 31, 2018.
99.3	American Public Education, Inc. fact sheet posted to its investor relations website on May 8, 2018.

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 8, 2018	By:	/s/ Richard W. Sunderland, Jr.
			Richard W. Sunderland, Jr., Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

American Public Education Reports First Quarter 2018 Results

CHARLES TOWN, W.Va., May 8, 2018 /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, 2018.

Selected Financial Data:

• First quarter 2018 consolidated revenue decreased 1% to $75.0 million, compared to $75.7 million in the same period of 2017.

• GAAP net income for the first quarter of 2018 increased to $4.6 million, or $0.28 per diluted share, compared to net income of $4.5 million, or $0.28 per diluted share, in the same period of 2017.

• Adjusted net income for the first quarter of 2018 was $5.9 million, or $0.35 per diluted share. Adjusted net income for the first quarter of 2018 excludes approximately $1.7 million in pre-tax expenses associated with the voluntary reduction in force program announced on March 12, 2018, as well as the applicable tax effect of the adjustment. The workforce reduction was substantially completed on April 1, 2018. For additional information regarding adjusted net income (a non-GAAP measure), please refer to "GAAP to Adjusted Net Income Reconciliation" in the financial tables that follow.

Registrations and Enrollment:

• Net course registrations at APUS decreased approximately 4% in the first quarter of 2018, compared to the prior year period. Net course registrations by returning students decreased approximately 3% year-over-year and net course registrations by new students decreased approximately 11% year-over-year in the first quarter of 2018.¹

• APUS student enrollment decreased 5% year-over-year to approximately 82,700 students as of March 31, 2018.²

• For the three months ended March 31, 2018, new student enrollment at HCN increased by approximately 11% year-over-year and total student enrollment increased by 19% year-over-year to approximately 2,040 students.³

Financial Results:

Total consolidated revenue for the first quarter of 2018 decreased 1% to $75.0 million, compared to total revenue of $75.7 million in the first quarter of 2017. Consolidated income from operations before interest income and income taxes in the first quarter of 2018 decreased to $6.2 million, compared to consolidated income from operations before interest income and income taxes of $8.3 million in the first quarter of 2017, primarily due to the decrease in revenue, expenses associated with the voluntary reduction in force program, and an increase in general and administrative expenses. Net income for the first quarter of 2018 was $4.6 million, or $0.28 per diluted share, compared to net income of $4.5 million, or $0.28 per diluted share for the first quarter of 2017. The weighted average diluted shares outstanding for the first quarters of 2018 and 2017 were approximately 16.5 million and 16.3 million, respectively.

Adjusted net income for the first quarter of 2018 was $5.9 million, or $0.35 per diluted share. Adjusted net income for the first quarter of 2018 excludes approximately $1.7 million in pre-tax expenses associated with the voluntary reduction in force program announced on March 12, 2018, as well as the applicable tax effect of the adjustment. The workforce reduction was substantially completed on April 1, 2018. For additional information regarding adjusted net income (a non-GAAP measure), please refer to "GAAP to Adjusted Net Income Reconciliation" in the financial tables that follow.

Total cash and cash equivalents as of March 31, 2018 were approximately $186.2 million, compared to $179.2 million as of December 31, 2017. Capital expenditures were approximately $1.4 million for the three months ended March 31, 2018, compared to $1.7 million in the prior year period. Depreciation and amortization was $4.5 million for the three months ended March 31, 2018, compared to $4.7 million in the prior year period.

Registrations and Enrollment:
American Public University System1
For the three months ended March 31,	2018	2017		% Change
Net Course Registrations by New Students	9,400		10,600	-11%
Net Course Registrations	83,300		86,800	-4%
As of March 31,
APUS Student Enrollment2	82,700		87,100	-5%
Hondros College of Nursing3
For the three months ended March 31,	2018		2017	% Change
New Student Enrollment	500		450	11%
Total Student Enrollment	2,040		1,710	19%
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.

Non-GAAP Financial Measure ("Adjusted Net Income"):

This press release contains the non-GAAP financial measure of adjusted net income, which excludes certain pre-tax expenses associated with the voluntary reduction in force program announced on March 12, 2018, as well as the applicable tax effect of the adjustment. American Public Education believes that the use of adjusted net income is useful because it allows investors to better compare results to prior year periods.

This non-GAAP measure should not be considered in isolation or as an alternative to measures determined in accordance with generally accepted accounting principles in the United States (GAAP). The principal limitation of adjusted net income is that it excludes expenses that are required by GAAP to be recorded. In addition, non-GAAP measures are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses are excluded.

American Public Education is presenting adjusted net income in connection with its GAAP results and urges investors to review the reconciliation of adjusted net income to the comparable GAAP financial measures that is included in the tables following this press release (under the caption "GAAP to Adjusted Net Income Reconciliation") and not to rely on any single financial measure to evaluate its business.

Second Quarter 2018 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 an increase in second quarter 2018 consolidated revenues of between 0% and 2% year-over-year, compared to the second quarter of 2017. The Company expects consolidated net income of between $0.29 and $0.34 per diluted share in the second quarter of 2018.

American Public Education also expects the following results from its subsidiaries in the second quarter of 2018:

• At APUS, net course registrations by new students are expected to decrease between 8% and 3% year-over-year and the change in net course registrations is expected to be between a 2% decrease and a 2% increase year-over-year. ¹

• At HCN, new student enrollment increased by approximately 5% year-over-year and total student enrollment increased by approximately 17% year-over-year for the three months ended June 30, 2018 (Spring 2018).³

Webcast:

A live webcast of the Company's first quarter 2018 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 84,000 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, 2017, Quarterly Report on Form 10-Q for the period ended March 31, 2018, 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,
	2018		2017
	(Unaudited)
Revenues	$	74,967	$	75,688
Costs and expenses:
Instructional costs and services		29,686		28,956
Selling and promotional		15,581		15,435
General and administrative		18,888		17,756
Loss on disposals of long-lived assets		128		490
Depreciation and amortization		4,522		4,744
Total costs and expenses		68,805		67,381
Income from operations before
interest income and income taxes		6,162		8,307
Interest income		493		11
Income before income taxes		6,655		8,318
Income tax expense		1,865		3,849
Equity investment income (loss)		(201)		40
Net income	$	4,589	$	4,509
Net income per common share:
Basic	$	0.28	$	0.28
Diluted	$	0.28	$	0.28
Weighted average number of
common shares:
Basic		16,360		16,190
Diluted		16,534		16,321
	Three Months Ended
Segment Information:	March 31,
	2018		2017
Revenues:
American Public Education, Inc.	$	65,668	$	68,129
Hondros College of Nursing	$	9,299	$	7,559
Income from operations before
interest income and income taxes:
American Public Education, Inc.	$	5,130	$	7,927
Hondros College of Nursing	$	1,032	$	380

GAAP to Adjusted Net Income Reconciliation:
The following table sets forth the reconciliation of the Company's reported GAAP net income to the calculation of adjusted net income for the three  months ended March 31, 2018 and 2017:
(In thousands, except per share data)
	Three Months Ended March 31,
	2018				2017
	$		Per Share		$		Per Share
	(Unaudited)
Net income:	$	4,589	$	0.28	$	4,509	$	0.28
Add adjustments:
Voluntary reduction in force expenses		1,714		0.10		—		—
Tax effect of non-GAAP adjustment		(447)		(0.03)		—		—
Adjusted net income:	$	5,856	$	0.35	$	4,509	$	0.28
Weighted average number of diluted
common shares outstanding:	16,534				16,321

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

EX-99.2

Exhibit 99.2

Education that makes a difference FIRST QUARTER 2018 RESULTS | MAY 8, 2018 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 , 2017 , Quarterly Report on Form 10 - Q for the period ended March 31 , 2018 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 AND HIGHLIGHTS 2 • APUS net course registrations by new students decreased 11% y/y and total net course registrations declined 4% y/y for the three months ended March 31, 2018. • In January of 2018, the first course pass and completion rate, a measure of student persistence, for APUS undergraduate students using Federal Student Aid continued to improve and reached its highest level since the year 2011. • APUS anticipates net course registrations to increase year - over - year in second quarter 2018. • HCN new student enrollment increased 11% y/y and total student enrollment increased 19% y/y (Winter 2018). % Change (Y/Y) FSA - 8.2% TA - 4.3% VA +1.5% Cash/Other - 3.4% Total - 3.9% APUS NET COURSE REGISTRATIONS BY PRIMARY FUNDING SOURCE Three months ending March 31, 2018 ███ 36.7% TA ███ 25.7% FSA ███ 23.6% VA ███ 14.0% Other APUS NET COURSE REGISTRATIONS BY PRIMARY FUNDING SOURCE Three months ending March 31, 2018 - 10.1% - 9.4% - 6.2% - 4.2% - 3.2% - 3.9% 0%E -12% -9% -6% -3% 0% 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18E Total Registrations Y/Y Change in Net Course Registrations by APUS Students 2Q18E: Value based on the mid - point of APEI’s Second Q uarter Outlook.

PAGE 3 • Consolidated revenues decreased 1% to $ 75.0 million, compared to $75.7 million in the same period of 2017. • Costs and Expenses: • Instructional costs and services expenses increased as a percentage of revenues to 39.6%, compared to 38.3% in the prior year period. • Selling and promotional expenses increased as a percentage of revenues to 20.8%, compared to 20.4% in the prior year period. • General and administrative expenses increased as a percentage of revenues to 25.2%, compared to 23.5% in the prior year period. • GAAP net income increased to $4.6 million, or $ 0.28 per diluted share, compared to $4.5 million , or $ 0.28 per diluted share, in the prior year period . • Adjusted net income for the first quarter of 2018 was $5.9 million, or $0.35 per diluted share. See “GAAP to Adjusted Net Income Reconciliation” in the appendix of this presentation and the tables in the earnings release for additional detail. • Cash and cash equivalents increased to $186.2 million , compared to $179.2 million as of December 31, 2017. FINANCIAL RESULTS SUMMARY FIRST QUARTER 2018 1Q2018 Revenues $75.0M GAAP EPS $0.28/share Adjusted EPS $0.35/share Cash & Equivalents $186.2M

PAGE APEI OUTLOOK SECOND QUARTER 2018 The following statements are based on current expectations. These statements are forward - looking and actual results may differ materially. 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 . Second Quarter 2018 Approx. Y/Y Change APUS Net course registrations 1 by new students - 8% to - 3% APUS Net course registrations 1 - 2% to +2% HCN New student enrollment 2 Approx. +5% HCN Student enrollment 2 Approx. +17% APEI Consolidated revenue 0% to +2% APEI Consolidated net income per share $0.29 to $0.34 4

PAGE EMPOWERED TO CHANGE THE WORLD Potential catalysts for value creation: • Strong & growing market demand in key areas • Reengineering enrollment management processes • Brand building & targeting program investment • Attractive new workforce focused programs & degrees • 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 5

PAGE 6 APPENDIX GAAP TO ADJUSTED NET INCOME RECONCILIATION GAAP to Adjusted Net Income Reconciliation:                                       Net income: $ 4,589 $ 0.28   $ 4,509 $ 0.28 Add adjustments: Voluntary reduction in force expenses 1,714 0.10 — — Tax effect of non-GAAP adjustment (447) (0.03) — — Adjusted net income: $ 5,856 $ 0.35   $ 4,509 $ 0.28 Weighted average number of diluted           common shares outstanding:   16,534 16,321 (Unaudited) The following table sets forth the reconciliation of the Company’s reported GAAP net income to the calculation of adjusted net income for the three months ended March 31, 2018 and 2017: (In thousands, except per share data) Three Months Ended March 31, 2018 2017 $ Per Share $ Per Share

EX-99.3

Exhibit 99.3