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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

 

Date of Report (Date of earliest event reported): August 8, 2023

 

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)

 

(IRS Employer

Identification No.)

 

111 W. Congress Street

Charles Town, West Virginia

  25414
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 304-724-3700

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value per share APEI Nasdaq Global Select Market

 

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, 2023, American Public Education, Inc. (the “Company”) issued a press release reporting financial results for the three months and six months ended June 30, 2023.  A copy of the Company’s press release is attached to this report as Exhibit 99.1 and is incorporated in this report by reference.  The Company has scheduled a webcast for 5:00 p.m. ET on August 8, 2023 to discuss its financial results, and slides for that webcast are attached to this report as Exhibit 99.2 and are incorporated in this report by reference.

 

Section 5 – Corporate Governance and Management

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On August 8, 2023, Jean C. Halle and Barbara “Bobbi” L. Kurshan each informed the Company that they will not stand for re-election to the Board of Directors of the Company (the “Board”) at the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). Ms. Halle’s and Dr. Kurshan’s terms will therefore expire at the conclusion of the 2024 Annual Meeting. The Board intends to reduce the size of the Board effective as of that time, rather than filling the resulting vacancies. Neither Ms. Halle’s nor Dr. Kurshan’s departure is due to a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

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, 2023, reporting financial results for the three and six months ended June 30, 2023.
     
  99.2 American Public Education, Inc. slides for August 8, 2023 conference call and Webcast for the three and six months ended June 30, 2023.
     
  104 Cover Page Interactive Data File (embedded within the Inline XBRL document).  

 

 


 

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, 2023 By: /s/ Richard W. Sunderland, Jr.
      Richard W. Sunderland, Jr.,
      Executive Vice President and Chief Financial Officer

 

 

 

EX-99.1 2 tm2323030d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

 

 

American Public Education Reports Second Quarter 2023 Results

 

CHARLES TOWN, WV (August 08, 2023) – American Public Education, Inc. (Nasdaq: APEI) announced financial results for the quarter ended June 30, 2023.

 

Second Quarter Highlights:

 

American Public University System (“APUS”), Hondros College of Nursing (“HCN”), and Graduate School (“GSUSA”) all produced year-over-year registration or enrollment growth.

 

Consolidated revenue decreased 1.6% year-over-year to $147.2 million.

 

APEI maintained a strong liquidity position, with total cash and cash equivalents increasing $9.9 million or 7.7% to approximately $139.4 million, compared to $129.5 million as of December 31, 2022.

 

Results for the three months ended June 30, 2023 include a non-cash impairment charge of $64.0 million in our Rasmussen University (“RU”) Segment to reduce the carrying value of RU Segment goodwill and intangible assets. This compares to a non-cash impairment charge of $144.9 million in the prior year period.

 

Our net loss for the three months ended June 30, 2023 was $51.2 million, compared to net loss of $110.0 million in the prior year period, primarily related to lower goodwill and intangible asset impairment charges of $80.9 million and a decrease in income tax benefit of $20.2 million, representing a decrease in loss of $58.8 million.

 

Adjusted EBITDA decreased 39.6% year-over-year to $8.8 million.

 

“APEI delivered second quarter adjusted EBITDA above our expectations and revenue at the high end of our expectations. APUS, Hondros, and Graduate School USA continue to show strong growth in both registrations or enrollment and corresponding revenue. Additionally, we have seen some continued improvement in our Rasmussen online enrollments during the last few quarters and have continued to focus on student outcomes, where meaningful progress on NCLEX scores was made in key jurisdictions during the second quarter 2023,” said Angela Selden, President and Chief Executive Officer of APEI.

 

 


 

Financial Results:

 

Three months ended June 30, 2023 compared to three months ended June 30, 2022:

 

Total consolidated revenue for the three months ended June 30, 2023 was $147.2 million, a decrease of $2.4 million, or 1.6%, compared to $149.6 million for the three months ended June 30, 2022. The decrease in revenue was primarily due to a $11.9 million, or 18.7%, decrease in revenue in our Rasmussen University (“RU”) Segment partially offset by a $3.7 million, or 5.2% increase in revenue in our APUS Segment, a $3.1 million, or 70.2%, increase in GSUSA revenue included in Corporate and Other, and a $2.8 million, or 24.2%, increase in revenue in our HCN Segment The RU Segment revenue decrease was primarily due to an 12.6% decrease in total student enrollment as compared to the prior year period. The APUS Segment revenue increase was primarily due to a 5.7% increase in net course registrations as compared to the prior year period. The HCN Segment revenue increase was primarily due to a 22.3% increase in total student enrollment compared to the prior year period.

 

 

Total costs and expenses were $212.5 million, a decrease of $78.4 million, or 26.9%, compared to $290.9 million for the three months ended June 30, 2022, due primarily to a $80.9 million lower goodwill and intangible asset impairment charges in our RU Segment. Costs and expenses for the three months ended June 30, 2023 include a non-cash impairment charge of $64.0 million to reduce the carrying value of RU Segment goodwill and intangible assets and to reflect the corresponding tax impact. This compares to a non-cash impairment charge of $144.9 million in the prior year period. Costs and expenses for the three months ended June 30, 2023 as compared to the prior year period, excluding impairment charges, increased $2.5 million, due primarily to increases in employee compensation costs, bad debt expense, building rent and maintenance costs, and technology costs, partially offset by a decrease in advertising costs. Costs and expenses as a percentage of revenue decreased to 144.3% for the three months ended June 30, 2023 from 194.4% for the three months ended June 30, 2022. Excluding impairment charges, costs and expenses were 100.9% of revenue for the three months ended June 30, 2023, compared to 97.6% of revenue in the prior year period.

 

o Instructional costs and services were $75.0 million, an increase of $2.9 million, or 4.0%, compared to $72.1 million for the three months ended June 30, 2022. The increase in instructional costs and services expenses was primarily due to an increase in employee compensation costs in our APUS Segment and Corporate and Other, increases in nursing faculty compensation costs and classroom costs in our HCN Segment due to increased revenue, and increases in building maintenance costs and classroom costs in our RU Segment, partially offset by decreases in employee compensation costs in our RU Segment. Increases in employee compensation costs in both our APUS and HCN Segments were primarily due to increased revenue. Instructional costs and services expenses as a percentage of revenue increased to 50.9% for the three months ended June 30, 2023 from 48.2% for the three months ended June 30, 2022.

 

o Selling and promotional expenses were $33.0 million, a decrease of $2.9 million, or 8.0%, compared to $35.8 million for the three months ended June 30, 2022. This decrease in selling and promotional expenses was primarily due to decreases in advertising costs in our APUS and RU Segments and Corporate and Other. Selling and promotional expenses as a percentage of revenue decreased to 22.4% for the three months ended June 30, 2023 from 24.0% for the three months ended June 30, 2022.

 

 


o General and administrative expenses were $32.5 million, an increase of $2.6 million, or 8.7%, compared to $29.9 million for the three months ended June 30, 2022. The increase in general and administrative expenses was primarily due to an increase in employee compensation costs in Corporate and Other and our RU Segment, an increase in bad debt expense in all segments, and an increase in technology costs in our HCN Segment and Corporate and Other, partially offset by decreases in professional fees in our APUS and RU Segments and Corporate and Other. Consolidated bad debt expense for the three months ended June 30, 2023 was $3.9 million, or 2.7% of revenue, compared to $2.9 million, or 2.0% of revenue in the prior year period. General and administrative expenses as a percentage of revenue increased to 22.1% for the three months ended June 30, 2023 from 20.0% for the three months ended June 30, 2022. As we continue to evaluate enhancements to our business capabilities, particularly in technology, we expect to incur additional costs and that our general and administrative expenses will vary from time to time.

 

Interest expense was $1.1 million and $3.4 million for the three months ended June 30, 2023 and 2022, respectively. The decrease in interest expense was primarily due to the decrease in the outstanding balance in our senior secured term loan facility. In December 2022, we made $65.0 million in prepayments to reduce our outstanding debt.

 

For the three months ended June 30, 2023, we recorded $64.0 million in non-cash impairment charges in our RU Segment to reduce the carrying value of RU Segment goodwill and intangible assets compared to $144.9 million for the three months ended June 30, 2022.

 

During the three-month period ended June 30, 2023, $1.5 million of dividends were declared and paid on our Series A Senior Preferred Stock that was originally issued in December 2022.

 

Net loss available to common stockholders was $52.7 million in 2023, compared to net loss available to common stockholders of $110.0 million in 2022, primarily driven by increases in costs discussed above.

 

Net loss per diluted common share was $2.93 the three months ended June 30, 2023, compared to net loss per diluted common share of $5.82 per diluted share in the same period of 2022. Excluding the non-cash impairment charge, net loss per diluted common share was $0.25 compared to net loss per diluted common share of $0.06.

 

Adjusted EBITDA was $8.8 million in the three months ended June 30, 2023, compared to $14.5 million in 2022. Adjusted EBITDA excludes the impact of the impairment charge in both periods as well as other adjustments for stock-based compensation and other one-time items.

 

 


 

Balance Sheet and Liquidity:

 

Total cash and cash equivalents as of June 30, 2023 was approximately $139.4 million, compared to $129.5 million as of December 31, 2022, representing an increase of $9.9 million or 7.7%. The increase in cash was primarily due to payments received by APUS from the Army, which totaled approximately $42.0 million during the first six months of 2023, of which approximately $20.9 million in payments related to periods prior to 2023, and the timing of other receipts and payments, primarily offset by capital expenditures, stock repurchases and preferred stock dividend payments.

 

As of June 30, 2023, approximately $10.6 million, of which $6.1 million is older than 60 days from the course start date, was due from the Army.

 

 

Registrations and Enrollment:

  2023 2022 % Change
American Public University System1      
For the three months ended June 30,
  Net Course Registrations
88,300 83,500 6%
       
For the six months ended June 30,
  Net Course Registrations
184,500 177,400 4%
       
Rasmussen University2      
For the three months ended June 30,
  Total Student Enrollment
13,900 15,900 (12)%
       
Hondros College of Nursing3      
For the three months ended June 30,
  Total Student Enrollment
3,000 2,440 22%

 

 

 

1APUS Net Course Registrations represents the approximate aggregate number of courses for which students remain enrolled after the date by which they may drop a course without financial penalty. Excludes students in doctoral programs.

2Rasmussen Total Student Enrollment represents students in an active status as of the full-term census or billing date

3HCN Total Student Enrollment represents the approximate number of students enrolled in a course after the date by which students may drop a course without financial penalty.

 

 

 


 

Third Quarter 2023 Outlook:

 

The following statements are based on APEI’s current expectations. These statements are forward-looking and actual results may differ materially. APEI undertakes no obligation to update publicly any forward-looking statements for any reason unless required by law. Refer to APEI’s earnings conference call and presentation for further details.

 

   

Third Quarter 2023

Guidance

 

 
    (Approximate)     (% Yr/Yr Change)  
APUS Net course registrations   90.5k to 92.5k     6% to 8%  
             
HCN Student enrollment   2,800     17%  
             
RU Student enrollment   13,500     -10%  
 - Nursing   5,700     -25%  
 - Non-Nursing   7,700     5%  
             
($ in millions except EPS)            
APEI Consolidated revenue   $148.3 to $150.3     -1% to +1%  
APEI Net loss available to common stockholders   -$5.7 to -$4.3     n.m.  
APEI Adjusted EBITDA   $8.4 to $10.4     -11% to 10%  
APEI Diluted EPS   -$0.32 to -$0.24     n.m  

 

 

Non-GAAP Financial Measures:

 

This press release contains the non-GAAP financial measures of EBITDA (earnings before interest, taxes, depreciation, and amortization) and adjusted EBITDA (EBITDA less non-cash expenses such as stock compensation and non-recurring expenses). APEI believes that the use of these measures is useful because they allow investors to better evaluate APEI’s operating profit and cash generation capabilities.

 

For the three months ended June 30, 2023 and 2022, adjusted EBITDA excludes non-cash compensation expense, loss on disposals of long-lived assets, and M&A-related professional fees.

 

These non-GAAP measures 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 our non-GAAP measures are that they exclude 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.

 

APEI is presenting EBITDA and adjusted EBITDA in connection with its GAAP results and urges investors to review the reconciliation of EBITDA and adjusted EBITDA to the comparable GAAP financial measures that is included in the tables following this press release (under the captions “GAAP Net Income to Adjusted EBITDA,” and “GAAP Outlook Net Income to Outlook Adjusted EBITDA”) and not to rely on any single financial measure to evaluate its business.

 

 


 

Webcast:

 

A live webcast of the APEI’s second quarter 2023 earnings conference call will be held today at 5:00 p.m. Eastern Time. This webcast will be open to listeners who log in through the APEI’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 webcast. The replay will be archived and available to listeners through APEI’s investor relations website for one year.

 

About American Public Education

 

American Public Education, Inc. (Nasdaq: APEI), through its institutions American Public University System (APUS), Rasmussen University, Hondros College of Nursing, and Graduate School USA (GSUSA), provides education that transforms lives, advances careers, and improves communities.

 

APUS, which operates through American Military University and American Public University, is the leading educator to active-duty military and veteran students* and serves approximately 89,300 adult learners worldwide via accessible and affordable higher education.

 

Rasmussen University is a 120-year-old nursing and health sciences-focused institution that serves approximately 13,900 students across its 22 campuses in six states and online. It also has schools of Business, Technology, Design, Early Childhood Education and Justice Studies.

 

Hondros College of Nursing focuses on educating pre-licensure nursing students at eight campuses (six in Ohio, one in Indiana, and one in Michigan). It is the largest educator of PN (LPN) nurses in the state of Ohio** and serves approximately 3,000 total students. Graduate School USA is a leading training provider to the federal workforce with an extensive portfolio of government agency customers. It serves the federal workforce through customized contract training (B2G) to federal agencies and through open enrollment (B2C) to government professionals.

 

Both APUS and Rasmussen are institutionally accredited by the Higher Learning Commission (HLC), an institutional accreditation agency recognized by the U.S. Department of Education. Hondros is accredited by the Accrediting Bureau of Health Education Schools (ABHES). GSUSA is accredited by the Accrediting Council for Continuing Education & Training (ACCET). For additional information, visit www.apei.com.

 

 

*Based on FY 2019 Department of Defense tuition assistance data, as reported by Military Times and Veterans Administration student enrollment data as of 2023.

 

**Based on information compiled by the National Council of State Boards of Nursing and Ohio Board of Nursing.

 


 

Forward Looking Statements

Statements made in this press release regarding APEI or its subsidiaries that are not historical facts are forward-looking statements based on current expectations, assumptions, estimates and projections about APEI and the industry. In some cases, forward-looking statements can be identified by words such as “anticipate,” “believe,” “seek,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “should,” “will,” “would,” and similar words or their opposites. Forward-looking statements include, without limitation, statements regarding expected growth, registration and enrollments, revenues, income and adjusted EBITDA and EBITDA, benefits of the acquisition of Rasmussen University and plans with respect to recent, current and future initiatives.

 

Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, among others, risks related to: APEI’s dependence on the effectiveness of its ability to attract students who persist in its institutions’ programs; changing market demands; APEI’s inability to effectively market its institutions’ programs; APEI’s inability to maintain strong relationships with the military and maintain course registrations and enrollments from military students; the loss or disruption of APEI’s ability to receive funds under tuition assistance programs or the reduction, elimination, or suspension of tuition assistance; adverse effects of changes APEI makes to improve the student experience and enhance the ability to identify and enroll students who are likely to succeed; APEI’s need to successfully adjust to future market demands by updating existing programs and developing new programs; APEI’s failure to comply with regulatory and accrediting agency requirements and to maintain institutional accreditation and the impacts of any actions APEI may take to prevent or correct such failure; APEI’s loss of eligibility to participate in Title IV programs or ability to process Title IV financial aid; economic and market conditions and changes in interest rates; difficulties involving acquisitions; the Company’s indebtedness and preferred stock; APEI’s dependence on and the need to continue to invest in its technology infrastructure; the inability to recognize the intended benefits of APEI’s cost savings efforts; and the various risks described in the “Risk Factors” section and elsewhere in APEI’s Quarterly Report on Form 10-Q for the period ended June 30, 2023 and Annual Report on Form 10-K for the year ended December 31, 2022, and in other filings with the SEC. You should not place undue reliance on any forward-looking statements. APEI 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.

 

Contacts:

 

Ryan Koren

AVP, Investor Relations & Corporate Development

(610) 428-7376

###

 

 

 


 

American Public Education, Inc.
Consolidated Statement of Income
(In thousands, except per share data)

 

    Three Months Ended  
    June 30,  
    2023     2022  
    (unaudited)  
             
Revenues   $ 147,214     $ 149,608  
Costs and expenses:                
   Instructional costs and services     74,998       72,089  
   Selling and promotional     32,966       35,846  
   General and administrative     32,533       29,923  
   Impairment of goodwill and intangible assets     64,000       144,900  
   Loss on disposals of long-lived assets     32       (9 )
   Depreciation and amortization     7,953       8,119  
   Total costs and expenses     212,482       290,868  
(Loss) income from operations before                
  interest income and income taxes     (65,268 )     (141,260 )
Gain on acquisition           (705 )
Interest (expense) income     (1,097 )     (3,390 )
(Loss) income before income taxes     (66,365 )     (145,355 )
Income tax (benefit) expense     (15,137 )     (35,332 )
Equity investment (loss) income     (4 )     (6 )
Net loss   $ (51,232 )   $ (110,029 )
Preferred stock dividends     1,487        
Net loss   $ (52,719 )   $ (110,029 )
                 
Net loss per common share:                
    Basic   $ (2.94 )   $ (5.83 )
        Diluted   $ (2.93 )   $ (5.82 )
                 
Weighted average number of                
   common shares:                
    Basic     17,932       18,865  
        Diluted     17,991       18,907  

 

    Three Months Ended  
Segment Information:   June 30,  
    2023     2022  
Revenues:            
  APUS Segment   $ 73,557     $ 69,904  
  RU Segment   $ 51,971     $ 63,891  
  HCN Segment   $ 14,266     $ 11,486  
  Corporate and other1   $ 7,420     $ 4,327  
Income (loss) from operations before                
interest and income taxes:                
  APUS Segment   $ 18,941     $ 13,624  
  RU Segment   $ (77,274 )   $ (146,553 )
  HCN Segment   $ (235 )   $ (630 )
  Corporate and other   $ (6,700 )   $ (7,701 )

 

1. Corporate and Other includes tuition and contract training revenue earned by GSUSA and the elimination of intersegment revenue for courses taken by employees of one segment at other segments.

 


 

    Six Months Ended  
    June 30,  
    2023     2022  
    (unaudited)  
             
Revenues   $ 296,903     $ 304,355  
Costs and expenses:                
   Instructional costs and services     148,887       143,787  
   Selling and promotional     72,890       75,165  
   General and administrative     66,022       59,512  
   Impairment of goodwill and intangible assets     64,000       144,900  
   Loss on disposals of long-lived assets     33       784  
   Depreciation and amortization     15,709       16,267  
   Total costs and expenses     367,541       440,415  
(Loss) income from operations before                
  interest income and income taxes     (70,638 )     (136,060 )
Gain on acquisition           3,828  
Interest (expense) income     (2,876 )     (6,745 )
(Loss) income before income taxes     (73,514 )     (138,977 )
Income tax (benefit) expense     (16,551 )     (34,292 )
Equity investment (loss) income     (9 )     (11 )
Net loss   $ (56,972 )   $ (104,696 )
Preferred stock dividends     2,944        
Net loss  available to common shareholders   $ (59,916 )   $ (104,696 )
                 
Net loss per common share:                
    Basic   $ (3.25 )   $ (5.56 )
        Diluted   $ (3.23 )   $ (5.54 )
                 
Weighted average number of                
   common shares:                
    Basic     18,457       18,835  
        Diluted     18,531       18,893  

 

    Six Months Ended  
Segment Information:   June 30,  
    2023     2022  
Revenues:            
  APUS Segment   $ 147,535     $ 142,994  
  RU Segment   $ 109,438     $ 130,990  
  HCN Segment   $ 27,406     $ 23,027  
  Corporate and other1   $ 12,524     $ 7,344  
(Loss) income from operations before                
interest income and income taxes:                
  APUS Segment   $ 36,015     $ 26,806  
  RU Segment   $ (90,138 )   $ (145,662 )
  HCN Segment   $ (1,538 )   $ (1,625 )
  Corporate and other1   $ (14,977 )   $ (15,579 )

 

1. Corporate and Other includes tuition and contract training revenue earned by GSUSA and the elimination of intersegment revenue for courses taken by employees of one segment at other segments.

 


 

GAAP Net Income to Adjusted EBITDA:

The following table sets forth the reconciliation of the Company’s reported GAAP net income to the calculation of adjusted EBITDA for the three months ended June 30, 2023 and 2022:

 

    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
(in thousands, except per share data)   2023     2022     2023     2022  
Net loss available to common shareholders   $ (52,719 )   $ (110,029 )   $ (59,916 )   $ (104,696 )
Preferred stock dividends     1,487       -       2,944       -  
Net loss   $ (51,232 )   $ (110,029 )   $ (56,972 )   $ (104,696 )
Income tax benefit     (15,137 )     (35,332 )     (16,551 )     (34,292 )
Interest expense     1,097       3,390       2,876       6,745  
Equity investment loss     4       6       9       11  
Depreciation and amortization     7,953       8,119       15,709       16,267  
EBITDA     (57,315 )     (133,846 )     (54,929 )     (115,965 )
                                 
Impairment of goodwill and intangible assets     64,000       144,900       64,000       144,900  
Adjustment to gain on acquisition     -       705       -       (3,828 )
Stock Compensation     2,068       2,350       4,292       4,706  
Loss on disposals of long-lived assets     32       (9 )     33       784  
M&A - related professional     -       437       -       1,273  
Transition services     -       -       2,403       -  
Adjusted EBITDA   $ 8,785     $ 14,537     $ 15,799     $ 31,870  

 

 

 


 

GAAP Outlook Net Income to Outlook Adjusted EBITDA:

The following table sets forth the reconciliation of the Company’s outlook GAAP net income to the calculation of outlook adjusted EBITDA for the three months ending September 30, 2023:

 

    Three Months Ending  
    September 30, 2023  
(in thousands, except per share data)   Low     High  
Net loss available to common stockholders   $ (5,681 )   $ (4,281 )
Preferred dividends     1,488       1,488  
Net loss     (4,193 )     (2,793 )
Income tax benefit     (1,797 )     (1,197 )
Interest expense     2,555       2,555  
Depreciation and amortization     7,222       7,222  
EBITDA     3,787       5,787  
                 
Stock compensation     1,796       1,796  
Severance expense     2,800       2,800  
Adjusted EBITDA   $ 8,383     $ 10,383  

 

 

 

 

 

EX-99.2 3 tm2323030d1_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

 

American Public Education, Inc.

 


Second Quarter 2023 Results August 8, 2023 PRESENTED BY Angela Selden President and CEO Richard Sunderland, CPA Executive VP and CFO Safe Harbor Statement Statements made in this presentation regarding American Public Education, Inc. or its subsidiaries (“APEI” or the “Company”) tha t are not historical facts are forward - looking statements based on current expectations, assumptions, estimates and projections about APEI and the industry. In some cases, forward - looking statements can be identified by words such as “anticipate,” “believe,” “seek,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “should,” “will,” “would,” “potentially,” and similar words or their opposites. Forward - looki ng statements include, without limitation, statements regarding expectations for growth, registration, enrollments, revenues, net income, earnings p er share, EBITDA and Adjusted EBITDA, and plans with respect to and future impacts of recent, current and future initiatives. Forward - looking statements are subject to risks and uncertainties that could cause actual results to differ materially from thos e expressed or implied by such statements. Such risks and uncertainties include, among others, risks related to: APEI’s dependence on the ef fec tiveness of its ability to attract students who persist in its institutions’ programs, the inability to effectively market the Company’s prog ram s or expand into new markets, the loss or disruption of the Company’s ability to receive funds under tuition assistance programs or the reduction, el imination, or suspension of tuition assistance, the inability to maintain enrollments from military students, effects of changes the Compan y m akes to improve the student experience and enhance the ability to identify and enroll students who are likely to succeed, the inability to ad jus t to future market demands, continued strong competition in the education market, failure to comply with regulatory and accrediting agency requi rem ents or to maintain institutional accreditation and the impacts of any actions the Company may take to prevent or correct such failure, the impact of recent regulatory rulemakings, the loss of eligibility to participate in Title IV programs or ability to process Title IV financial aid , economic and market conditions and changes in interest rates, difficulties involving business combinations and acquisitions, the Company’s indebt edn ess and preferred stock, dependence on and the need to continue to invest in the Company’s technology infrastructure, inability to re cog nize the intended benefits of the Company’s cost savings efforts, inability to attract, retain, and develop skilled personnel, impacts of changes in management, and the risk factors described in the risk factor section and elsewhere in the Company’s annual report on Form 10 - K and in the Company’s other SEC filings. You should not place any undue reliance on any forward - looking statements. The Company undertakes n o obligation to update publicly any forward - looking statements for any reason, unless required by law, even if new information bec omes available or other events occur in the future.

 


2Q23 Executive Summary 3 ▪ APEI delivered revenue of $ 147.2 million, at the high end of guidance ▪ Net loss available to common of $(52.7) million and EPS per diluted common share of $(2.93) ▪ Excluding non - cash impairments, net loss available to common of $(4.5) million and EPS per diluted share of $(0.25), both above guidance ranges ▪ APEI exceeded Adjusted EBITDA guidance for 2Q23, delivering $8.8 million or by 38% ▪ 2Q23 Positive enrollment momentum continued at APUS, HCN, GSUSA, RU Online ▪ Significant NCLEX - RN improvements in 2Q23 at RU and HCN ▪ 3Q23 positive enrollment momentum, driven by RU Online and HCN • RU non - nursing +5% enrollment • HCN: +17% vs prior year period ▪ With new leadership in place, RU initiatives are gaining traction • Right - sizing cost structure to align expenses with current revenue profile 1) Adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization less non - recurring expenses, such as severance, and non - cash expenses, such as stock compensation) is a non - GAAP financial measure. Refer to appendix for GAAP to non - GAAP reconciliation.

 


Education Unit Updates

 


Key Take - Aways Guidance Summary 10% - 8% - 8% - 2% 1% 1% 3% 1% 2% 6% 7% 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 APUS Registrations APUS Summary 5 *Note: 3Q23 reflects mid - point of registration guidance □ Overall margin expansion due to higher enrollments + modest price increase + improved marketing efficiencies □ Continued positive enrollment growth driven by military (+9.9%) and veteran students □ Growth with veterans leads to positive long - term contribution □ 3Q23 Registration guidance of +6% to +8% (90,600 to 92,500 registrations) Guidance Period * Hondros Summary 6 □ 14 consecutive quarters of yr / yr enrollment growth □ 3Q23 enrollment guidance is approximately 2,800 (+17% vs. 3Q22) □ 2Q23 EBITDA was positive □ Hondros NCLEX - RN scores significantly improved 2,270 2,380 2,300 2,500 2,460 2,440 2,410 2,600 2,700 3,000 2,800 45% 36% 19% 17% 8% 3% 4% 4% 10% 22% 17% 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 HCN Total Enrollment Total HCN YOY % Change

 


 


Rasmussen Summary 7 □ Permanent leadership in place; 12 of 16 new to role □ Reducing reliance on ADN program in enrollment capped markets by enrolling students in other approved nursing and allied health programs □ Efforts to improve outcomes gaining traction in 3Q23 □ Significant 2Q23 NCLEX - RN improvements at 14 campuses □ Positive total 3Q23 start – only second in two years □ RU Online fourth consecutive quarter of YoY enrollment growth □ Initiated further cost savings to right size costs to revenue levels 17,300 17,000 16,300 17,100 16,200 15,900 15,000 15,600 14,300 13,900 13,500 5% 8% - 1% - 3% - 6% - 6% - 8% - 9% - 12% - 13% - 10% 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 Rasmussen Total Enrollment Total Ras Enrollment YOY % Change Operating Income ($ in millions) 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 APUS 13.2$ 13.6$ 12.5$ 19.1$ 17.1$ 18.9$ Margin 18% 19% 18% 26% 23% 26% Rasmussen 0.9$ (146.6)$ (7.9)$ (13.0)$ (12.9)$ (77.3)$ Margin 1% -229% -13% -21% -22% -149% Hondros (1.0)$ (0.6)$ (1.4)$ (1.0)$ (1.3)$ (0.2)$ Margin -9% -5% -12% -8% -10% -2% Graduate School (1.6)$ (1.7)$ 1.6$ (0.0)$ (1.4)$ 0.7$ Margin -50% -39% 20% 0% -27% 9% Corporate (6.3)$ (6.0)$ (5.9)$ (5.4)$ (6.9)$ (7.4)$ Consolidated Operating Income 5.2$ (141.3)$ (1.0)$ (0.3)$ (5.4)$ (65.3)$ (+) Goodwill & intangible impairments -$ 144.9$ -$ 2.0$ -$ 64.0$ Consolidated Adj.

 


APEI Financial Results

 


Operating Income 5.2$ 3.6$ (1.0)$ 1.7$ (5.4)$ (1.3)$ Margin 3% 2% -1% 1% -4% -1% Education Unit Operating Income and Margin Profile 9 Notes: See note 9 to the financial statements included in the 2Q23 10Q. Reflects income (loss) from operations before interest, inco me taxes, and gain (loss) from acquisitions. 1 Rasmussen includes a non - cash impairment of $144.9M in 2Q22 and $64M in 2Q23.

 


2 Graduate School and Corporate combined comprise the Corporate & Other segment 2 1 2 EBITDA ($ in millions) 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 APUS 14.9 15.2 14.1 20.6 18.5 20.2 Margin 20% 22% 21% 28% 25% 28% Rasmussen 7.0 4.5 (1.9) (5.0) (6.9) (7.1) Margin 10% 7% -3% -8% -12% -14% Hondros (0.8) (0.4) (1.1) (0.7) (1.0) 0.1 Margin -7% -3% -10% -6% -8% 1% Graduate School (1.4) (1.6) 1.8 0.1 (1.3) 0.8 Margin -46% -36% 22% 2% -24% 11% Corporate (6.3) (6.0) (5.9) (5.4) (6.9) (7.4) Consolidated EBITDA 13.3 11.8 7.0 9.6 2.4 6.7 (+) Adjustments 4.0 2.8 2.5 5.8 4.6 2.1 Consolidated Adj. EBITDA 17.3 14.6 9.5 15.4 7.0 8.8 Margin 11% 10% 6% 10% 5% 6% Education Unit EBITDA and Margin Profile 10 600 basis point improvement in margin driven by higher enrollments, select price increases, lower marketing costs and lower G&A expenses EBITDA decline and margin contraction driven by impact of lower enrollments, especially nursing, on RU’s fixed operating cost structure Increased scale and improved cost control delivering positive EBITDA and margin in 2Q23 Higher enrollments and contract business driving margin expansion over its large fixed cost base Note: See note 9 to the financial statements included in the 2Q23 10Q. Reflects income (loss) from operations before interest, inco me taxes, gain (loss) from acquisitions, + depreciation & amortization Please refer to slide 15 and appendix for GAAP to non - GAAP reconciliation 1 Rasmussen excludes a non - cash impairment of $144.9M in 2Q22 and $64M in 2Q23. 2 Graduate School and Corporate combined comprise the Corporate & Other segment, as discussed in footnote 9 within the 2Q23 10Q di sclosure.

 


2 1 2 Revenue Summary by Education Unit 1 Graduate School includes nominal amount of corporate revenue eliminations 11 APEI Revenue » 3 of 4 Units delivering solid revenue growth » Accelerating growth at APUS, HCN and GSUSA » RU revenue declined due primarily to lower nursing enrollments in capped markets ($ in millions) 2Q22 2Q23 % Change 1H22 1H23 % Change 69.9$ 73.6$ 5% 143.0$ 147.5$ 3% 63.9$ 52.0$ -19% 131.0$ 109.4$ -16% 11.5$ 14.3$ 24% 23.0$ 27.4$ 19% 4.3$ 7.4$ 71% 7.3$ 12.5$ 71% 149.6$ 147.2$ -2% 304.4$ 296.9$ -2% 1 Capitalization & Liquidity 12 (1) Includes effective interest rate, net of hedge, for Term Loan and represents the annualized YTD 2Q23 amount for Preferred Equity ($ in millions) 12/31/2022 6/30/2023 Cash 129$ 139$ (-) Restricted cash (27) (27) Unrestricted cash 103$ 113$ Term Loan (principal) 99$ 99$ Revolver, drawn - - Total Debt 99$ 99$ Cash (net of debt) 3$ 14$ Preferred equity 40$ 40$

 


 


These 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 and Rasmussen student enrollment represents the total number of students enrolled in a course after the date by which stu den ts may drop a course without financial penalty. (3) Please refer to Appendix for GAAP to Non - GAAP reconciliation APEI’s 3Q23 Outlook 13 Third Quarter 2023 Guidance Full Year 2021 Guidance (Approximate) (% Yr/Yr Change) APUS Net course registrations 1 90,500 to 92,500 6% to 8% HCN Student enrollment 2 2,800 17% RU Student enrollment 2 13,500 -10% - Nursing 5,700 -25% - Non-Nursing 7,700 5% ($ in millions except EPS) APEI Consolidated revenue $148.3 to $150.3 -1% to +1% APEI Net loss available to common stockholders -$5.7 to -$4.3 n.m. APEI Adjusted EBITDA 3 $8.4 to $10.4 -11% to 10% APEI Diluted EPS -$0.32 to -$0.24 n.m.

 


Thank You

 


Education Unit Overview – Operating Income to EBITDA Reconciliation (1) See note 9 to the financial statements in the 2Q23 10Q. Reflects income (loss) from operations before interest, income taxes, an d gain / (loss) from acquisition. 15 Corporate + APEI Revenue ($ in millions) 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 Revenue 73.1 69.9 68.7 73.4 74.0 73.6 Operating Income (1) 13.2 13.6 12.5 19.1 17.1 18.9 (+) D&A 1.7 1.6 1.6 1.5 1.4 1.3 EBITDA 14.9 15.2 14.1 20.6 18.5 20.2 EBITDA Margin 20.4% 21.8% 20.5% 28.1% 25.0% 27.5% Revenue 67.1 63.9 61.5 60.7 57.5 52.0 Operating Income (1) 0.9 (146.6) (7.9) (13.0) (12.9) (77.3) (+) D&A 6.1 6.2 6.0 6.0 5.9 6.2 (+) Impairment / Other - 144.9 - 2.0 - 64.0 EBITDA 7.0 4.5 (1.9) (5.0) (6.9) (7.1) EBITDA Margin 10.4% 7.1% -3.1% -8.3% -12.1% -13.6% Revenue 11.5 11.5 11.4 12.6 13.1 14.3 Operating Income (1) (1.0) (0.6) (1.4) (1.0) (1.3) (0.2) (+) D&A 0.2 0.2 0.2 0.3 0.3 0.3 EBITDA (0.8) (0.4) (1.1) (0.7) (1.0) 0.1 EBITDA Margin -6.7% -3.3% -10.0% -5.8% -7.7% 0.6% Revenue 3.0 4.3 7.8 5.7 5.1 7.4 Operating Income (1) (7.9) (7.7) (4.3) (5.4) (8.3) (6.7) (+) D&A 0.1 0.2 0.1 0.1 0.1 0.1 EBITDA (7.7) (7.6) (4.1) (5.2) (8.1) (6.6) Revenue 154.7 149.6 149.5 152.4 149.7 147.2 Operating Income (1) 5.2 (141.3) (1.0) (0.3) (5.4) (65.3) (+) D&A 8.1 8.1 8.0 7.9 7.8 8.0 (+) Impairment / Other - 144.9 - 2.0 - 64.0 EBITDA 13.3 11.8 7.0 9.6 2.4 6.7 EBITDA Margin 8.6% 7.9% 4.7% 6.3% 1.6% 4.5% (+) Adjustments 4.0 2.8 2.5 5.8 4.6 2.1 Adjusted EBITDA 17.3 14.5 9.5 15.4 7.0 8.8 Adjusted EBITDA Margin 11.2% 9.7% 6.3% 10.1% 4.7% 6.0% Enrollment and Registration Summary 16 2Q 2023 2Q 2022 % Change APUS Registrations 88,300 83,500 6% Total Rasmussen Enrollment 13,900 15,900 -12% Rasmussen Nursing Enrollment 6,400 8,200 -22% Rasmussen Non-Nursing Enrollment 7,500 7,700 -3% HCN Enrollment 3,000 2,440 22%

 


 


American Public Education is presenting adjusted EBITDA in connection with its GAAP results and urges investors to review the reconciliation of adjusted net income to the comparable GAAP financial measure that is included in the table below (under the caption “GAAP Net Income to Adjusted EBITDA”) and not to rely on any single financial measure to evaluate its business . Disclosures 17 GAAP Net Income to Adjusted EBITDA: (in thousands, except per share data) Net loss available to common shareholders $ (52,719) $ (110,029) $ (59,916) $ (104,696) Preferred stock dividends 1,487 - 2,944 - Net loss $ (51,232) $ (110,029) $ (56,972) $ (104,696) Income tax benefit (15,137) (35,332) (16,551) (34,292) Interest expense 1,097 3,390 2,876 6,745 Equity investment loss 4 6 9 11 Depreciation and amortization 7,953 8,119 15,709 16,267 EBITDA (57,315) (133,846) (54,929) (115,965) Impairment of goodwill and intangible assets 64,000 144,900 64,000 144,900 Adjustment to gain on acquisition - 705 - (3,828) Stock Compensation 2,068 2,350 4,292 4,706 Loss on disposals of long-lived assets 32 (9) 33 784 M&A - related professional - 437 - 1,273 Transition services - - 2,403 - Adjusted EBITDA $ 8,785 $ 14,537 $ 15,799 $ 31,870 Six Months Ended June 30, 2023 2022 The following table sets forth the reconciliation of the Company’s reported GAAP net income to the calculation of adjusted EBITDA for the three months ended June 30, 2023 and 2022: Three Months Ended June 30, 2023 2022 American Public Education is presenting adjusted EBITDA in connection with its GAAP outlook and urges investors to review the reconciliation of projected adjusted net income to the comparable GAAP financial measure that is included in the table below (under the caption “GAAP Outlook Net Income to Outlook Adjusted EBITDA”) and not to rely on any single financial measure to evaluate its business . Disclosures (continued) 18 GAAP Outlook Net Income to Outlook Adjusted EBITDA: (in thousands, except per share data) Net loss available to common stockholders $ (5,681) $ (4,281) Preferred dividends 1,488 1,488 Net loss (4,193) (2,793) Income tax benefit (1,797) (1,197) Interest expense 2,555 2,555 Depreciation and amortization 7,222 7,222 EBITDA 3,787 5,787 Stock compensation 1,796 1,796 Severance expense 2,800 2,800 Adjusted EBITDA $ 8,383 $ 10,383 The following table sets forth the reconciliation of the Company’s outlook GAAP net income to the calculation of outlook adjusted EBITDA for the three months ending September 30, 2023: Three Months Ending September 30, 2023 Low High