8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

November 6, 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 November 6, 2018, American Public Education, Inc. issued a press release reporting financial results for the three and nine months ended September 30, 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 November 6, 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 November 6, 2018, reporting financial results for the three and nine months ended September 30, 2018.
	99.2	American Public Education, Inc. slides for November 6, 2018 conference call and webcast for the three and nine months ended September 30, 2018.
	99.3	American Public Education, Inc. fact sheet posted to its investor relations website on November 6, 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:	November 6, 2018	By:	/s/ Richard W. Sunderland, Jr.
			Richard W. Sunderland, Jr., Executive Vice President and Chief Financial Officer

EX-99.1

American Public Education Reports Third Quarter 2018 Results

CHARLES TOWN, W.Va, Nov. 6, 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 September 30, 2018.

Selected Financial Data:

• Net income for the third quarter of 2018 increased by 26% to $5.5 million, or $0.33 per diluted share, compared to net income of $4.4 million, or $0.27 per diluted share, in the same period of 2017.
  
  
• Third quarter 2018 consolidated revenue decreased by less than 1% to $73.0 million, compared to $73.3 million in the same period of 2017.

Registrations and Enrollment:

• Net course registrations at APUS were approximately flat year-over-year in the third quarter of 2018. Net course registrations by new students decreased by approximately 3% year-over-year in the third quarter of 2018.¹
  
  
• As of September 30, 2018, APUS student enrollment increased 1.4% to 82,200 students, compared to the second quarter of 2018. APUS student enrollment decreased by approximately 3%, compared to the prior year. ²
  
  
• For the three months ended September 30, 2018, total student enrollment at HCN increased by 11% year-over-year to approximately 1,980 students and new student enrollment decreased by approximately 3% year-over-year.³

Financial Results:

Total consolidated revenue for the third quarter of 2018 decreased by less than 1% to $73.0 million, compared to total revenue of $73.3 million in the third quarter of 2017. Consolidated income from operations before interest income and income taxes in the third quarter of 2018 decreased to $6.9 million, compared to consolidated income from operations before interest income and income taxes of $7.6 million in the third quarter of 2017. Net income for the third quarter of 2018 was $5.5 million, or $0.33 per diluted share, compared to net income of $4.4 million, or $0.27 per diluted share for the third quarter of 2017. The weighted average diluted shares outstanding for the third quarters of 2018 and 2017 were approximately 16.7 million and 16.4 million, respectively.

For the nine months ended September 30, 2018, total consolidated revenue was approximately $220.8 million, compared to $221.2 million in the prior year period. Consolidated income from operations before interest income and income taxes for the nine months ended September 30, 2018 was $21.1 million, compared to $22.2 million in the prior year period. Net income for the nine months ended September 30, 2018 was $16.6 million, or $1.00 per diluted share, compared to net income of $12.7 million, or $0.78 per diluted share, in the prior year period. The weighted average diluted shares outstanding for the nine months ended September 30, 2018 and 2017 were approximately 16.6 million and 16.4 million, respectively.

Adjusted net income for the nine months ended September 30, 2018 was $17.8 million, or $1.07 per diluted share. Adjusted net income for the nine months ended September 30, 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 September 30, 2018 were approximately $197.6 million, compared to $179.2 million as of December 31, 2017. Capital expenditures were approximately $4.7 million for the nine months ended September 30, 2018, compared to $6.5 million in the prior year period. Depreciation and amortization was $13.2 million for the nine months ended September 30, 2018, compared to $14.2 million in the prior year period.

Registrations and Enrollment:

American Public University System1
For the three months ended September 30,	2018	2017	% Change
Net Course Registrations by New Students	11,400	11,700	-3%
Net Course Registrations	80,800	81,000	0%
American Public University System1
For the nine months ended September 30,	2018	2017	% Change
Net Course Registrations by New Students	30,300	31,800	-5%
Net Course Registrations	241,000	244,700	-2%
As of September 30,
APUS Student Enrollment2	82,200	84,700	-3%
Hondros College of Nursing3
For the three months ended September 30,	2018	2017	% Change
New Student Enrollment	485	500	-3%
Total Student Enrollment	1,980	1,790	11%
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.

Fourth 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 a decrease in fourth quarter 2018 consolidated revenues of between 4% and 0% year-over-year. The Company expects consolidated net income of between $0.48 and $0.53 per diluted share in the fourth quarter of 2018.

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

• At APUS, the change in total net course registrations is expected to be between a 4% decrease and a 1% increase year-over-year and net course registrations by new students are expected to decrease between 5% and 0% year-over-year. ¹
  
  
• At HCN, total student enrollment was approximately flat year-over-year and new student enrollment decreased by approximately 4% year-over-year for the three months ended December 31, 2018 (Fall 2018).³

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

This press release contains the non-GAAP financial measure of adjusted net income for the nine months ended September 30, 2018, 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.

Webcast:

A live webcast of the Company's third 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 80,000 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 September 30, 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
	September 30,
	2018		2017
	(Unaudited)
Revenues	$	72,992	$	73,279
Costs and expenses:
Instructional costs and services		28,186		28,723
Selling and promotional		14,139		14,640
General and administrative		19,298		17,237
Loss on disposals of long-lived assets		196		390
Depreciation and amortization		4,289		4,690
Total costs and expenses		66,108		65,680
Income from operations before
interest income and income taxes		6,884		7,599
Interest income, net		774		17
Income before income taxes		7,658		7,616
Income tax expense		1,848		3,294
Equity investment income (loss)		(311)		44
Net income	$	5,499	$	4,366
Net income per common share:
Basic	$	0.33	$	0.27
Diluted	$	0.33	$	0.27
Weighted average number of
common shares:
Basic		16,424		16,249
Diluted		16,658		16,376
	Three Months Ended
Segment Information:	September 30,
	2018		2017
Revenues:
American Public Education, Inc.	$	63,849	$	64,885
Hondros College of Nursing	$	9,143	$	8,394
Income from operations before
interest income and income taxes:
American Public Education, Inc.	$	6,233	$	6,855
Hondros College of Nursing	$	651	$	744
	Nine Months Ended
	September 30,
	2018		2017
	(Unaudited)
Revenues	$	220,757	$	221,163
Costs and expenses:
Instructional costs and services		86,839		87,513
Selling and promotional		43,004		44,083
General and administrative		55,780		51,625
Loss on disposals of long-lived assets		882		1,558
Depreciation and amortization		13,158		14,160
Total costs and expenses		199,663		198,939
Income from operations before
interest income and income taxes		21,094		22,224
Interest income, net		1,928		43
Income before income taxes		23,022		22,267
Income tax expense		5,993		9,668
Equity investment income (loss)		(483)		105
Net income	$	16,546	$	12,704
Net income per common share:
Basic	$	1.01	$	0.78
Diluted	$	1.00	$	0.78
Weighted average number of
common shares:
Basic		16,397		16,226
Diluted		16,628		16,352
	Nine Months Ended
Segment Information:	September 30,
	2018		2017
Revenues:
American Public Education, Inc.	$	193,209	$	197,318
Hondros College of Nursing	$	27,548	$	23,845
Income from operations before
interest income and income taxes:
American Public Education, Inc.	$	18,532	$	20,445
Hondros College of Nursing	$	2,562	$	1,779

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 nine months ended September 30, 2018 and 2017:
(In thousands, except per share data)
	Nine Months Ended September 30,
	2018				2017
	$		Per Share		$		Per Share
	(Unaudited)
Net income:	$	16,546	$	1.00	$	12,704	$	0.78
Add adjustments:
Voluntary reduction in force expenses		1,714		0.10		—		—
Tax effect of non-GAAP adjustment		(447)		(0.03)		—		—
Adjusted net income:	$	17,813	$	1.07	$	12,704	$	0.78
Weighted average number of diluted
common shares outstanding:	16,628				16,352

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 Third Quarter 201 8 Results November 6, 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 Relations

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 September 30 , 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 & HIGHLIGHTS 2 • For the three months ended September 30, 2018, APUS net course registrations declined by less than 1% and net course registrations by new students decreased 3%, compared to the prior year period. o Although net course registrations by students utilizing Federal Student Aid (FSA) declined year - over - year, net course registrations by students utilizing all other funding sources (non - FSA) increased year - over - year. o The first course pass and completion rate, a measure of student persistence, for APUS undergraduate students using FSA increased by 9% for the three months ended July 31, 2018, compared to the same period last year. • Total student enrollment at HCN increased 11% and new student enrollment decreased 3% y/y (Summer 2018). % Change (Y/Y) FSA - 3.9% TA +0.9% VA +1.6% Cash/Other +0.7% Total - 0.3% APUS NET COURSE REGISTRATIONS BY PRIMARY FUNDING SOURCE Three months ending September 30, 2018 ███ 36.6% TA ███ 26.5% FSA ███ 23.3% VA ███ 13.7% Other APUS NET COURSE REGISTRATIONS BY PRIMARY FUNDING SOURCE Three months ending September 30, 2018 In the third q uarter of 2018, n et c ourse r egistrations at APUS were better than anticipated.

PAGE 3 APUS Student Persistence x Improved targeted outreach to college - ready students x Course innovation project x Use of predictive analytics x Increased outbound student engagement x Enhanced cross - departmental collaboration APUS Enrollment Management x Emphasis on content marketing and digital channels x Increased personalization in content delivery x Reengineered onboarding processes x Upgraded student services and expanded student advising hours x Improved utilization and administration of TA program APUS Emphasis on Core Strengths • Further solidify AMU leadership - #1 in TA • Leverage AMU brand with veteran c ommunities - #2 in VA • Large market – 755,476 Post - 9/11 GI Bill students in 2017 • APUS served 18,000+ Post - 9/11 GI Bill students in 2017 • Higher student q uality & lower m arketing c osts (compared to FSA) • Emphasize strategic r elationships and nursing e ducation (organic) • Civilian focus on “most - likely - to - persist ” d egree programs • Explore workforce and h ealthcare e ducation o pportunities (acquired) A TOP PRIORITY: STUDENT PERSISTENCE & ENROLLMENT MANAGEMENT Enrollment Stabilization/Optimization Future Growth Stabilizing Core Business w/ no Long - Term Debt & Strong Free Cash Flow Future Growth Opportunities - Organic & Acquired

PAGE 4 • Consolidated revenues decreased by less than 1% to $ 73.0 million, compared to $73.3 million in the same period of 2017. • Costs and Expenses: • Instructional costs and services expenses decreased as a percentage of revenues to 38.6%, compared to 39.2% in the prior year period. • Selling and promotional expenses decreased as a percentage of revenues to 19.4%, compared to 20.0% in the prior year period. • General and administrative expenses increased as a percentage of revenues to 26.4%, compared to 23.5% in the prior year period. • Net income increased to $5.5 million, or $ 0.33 per diluted share, compared to $4.4 million , or $ 0.27 per diluted share, in the prior year period . • Cash and cash equivalents increased to $197.6 million , compared to $179.2 million as of December 31, 2017. FINANCIAL RESULTS SUMMARY THIRD QUARTER 2018 3Q2018 Revenues $73.0M EPS (diluted) $0.33/share Cash & Equiv. $197.6M

PAGE APEI OUTLOOK FOURTH 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. Fourth Quarter 2018 Approximate Y/Y Change APUS Net course registrations 1 - 4% to +1% APUS Net course registrations 1 by new students - 5% to 0% HCN Student enrollment 2 0% HCN New student enrollment 2 - 4% APEI Consolidated revenue - 4% to 0% APEI Consolidated net income per share $0.48 to $0.53 5

6 Contact : Chris Symanoskie, IRC Vice President , Investor Relations csymanoskie@apei.com We Change Lives Through Higher Education

EX-99.3

Exhibit 99.3