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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): May 11, 2026

 

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 May 11, 2026, American Public Education, Inc. (the “Company”) issued a press release reporting financial results for the three ended March 31, 2026.  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 May 11, 2026, to discuss its financial results.

 

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 11, 2026, reporting financial results for the three ended March 31, 2026.
     
  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: May 11, 2026 By: /s/ Edward Codispoti
    Edward Codispoti
    Executive Vice President and Chief Financial Officer

 

 

 

EX-99.1 2 tm2613959d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

  

 

American Public Education Reports First Quarter 2026 Financial Results and Raises 2026 Full-Year Guidance

 

CHARLES TOWN, W.V. – May 11, 2026 -- American Public Education, Inc. (the “Company”) (Nasdaq: APEI), a company that transforms lives, advances careers and improves communities by providing online and campus-based postsecondary education to approximately 109,000 students, has reported financial and operational results for the first quarter ended March 31, 2026.

 

“In the first quarter, we delivered strong results across our key financial metrics. We also took a significant step forward in the institutional combination when we received Higher Learning Commission approval on April 28 to consolidate our APUS, Rasmussen and Hondros College of Nursing programs, locations and operations into a single accredited institution. We remain on pace to complete our planned institutional combination at the start of the third quarter," said Angela Selden, President and Chief Executive Officer of APEI.

 

Selden concluded, “Q1 2026 is the first quarter of a four-year strategic plan, and the strength of our results gives us the confidence to raise our full-year 2026 guidance on both revenue and adjusted EBITDA. We believe the foundation is built, the strategy is working, and we are just getting started.”

 

Key First Quarter 2026 Highlights (as Compared to First Quarter 2025)

 

· Consolidated revenue of $174.7 million, a 6.2% year-over year increase.

 

o Excluding the effect of the sale of GSUSA in July 2025, consolidated revenue would have increased 8.7% when compared to the prior period.

 

o Health+ segment revenue growth of 11.0% year-over-year to $85.4 million, primarily driven by increased enrollments and modest price increases.

 

o Military+ segment revenue growth of 6.5% year-over-year to $89.4 million, primarily driven by increased registrations.

 

o Net income available to common stockholders increased 137.6% to a record $17.7 million, compared to $7.5 million.

 

· Adjusted EBITDA increased 37.5% to $29.2 million, compared to $21.2 million.

 

· Net income per diluted common share increased 129.3% to $0.94, compared to $0.41.

 

· Opened a new Rasmussen University campus in Orlando, Florida, introducing the University’s Practical Nursing Diploma (LPN) program to the Orlando market for the first time.

 

· Cash Flows from Operations increased 71.1% to $63.3 million.

 

 


 

Balance Sheet and Liquidity

 

· Total cash, cash equivalents, and restricted cash were $221.0 million at March 31, 2026, compared to $176.5 million at December 31, 2025, representing an increase of $44.5 million, or 25.2%.

 

Debt Refinancing and Repurchase Program

 

· On March 9, 2026, the Company refinanced debt, reducing its borrowing rate by 375 basis points at then-current leverage levels. The reduction, combined with a reduction in principal, is expected to generate approximately $3.7 million in annual interest expense savings (excluding debt cost amortization).

 

· On March 10, 2026, the Company’s Board of Directors authorized a share repurchase program of up to $50 million in the aggregate of the Company’s common stock. The program replaces the Company’s prior repurchase authorizations. The Company repurchased a total of 17,840 shares through the end of the first quarter.

 

Registrations and Enrollment 

 

Q1 2026 Q1 2025 % Change
Military+1      
For the three months ended March 31,      
Net Course Registrations 106,600 102,500 4.0%
Health+ 2      
For the three months ended March 31,      
Total Student Enrollment 19,400 18,000 7.8%

 

1.       Military+ 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. 

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

 

Second Quarter and Full Year 2026 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.

 

 

In millions, except enrollment, net registrations and per share data Second Quarter 2026 Second Quarter 2025
Military+ Net registrations 98,300-100,300 +2.0-4.0% y/y 96,400
Health+ Enrollment 19,600 +7.1% y/y 18,300
Revenue $170.0 - $172.0

$162.8

Includes $3.4 of GSUSA Revenue

Net Income (Loss) Available to Common Stockholders $6.5 - $7.5 ($0.3)
Adjusted EBITDA $16.5 - $18.0 $15.1
Diluted Earnings per Share $0.34 per - $0.39 per share ($0.02)

 

 


 

In millions, except per share data Full Year 2026 Full Year 2025
Revenue $686.0 - $696.0

$648.9

Includes $8.0 of GSUSA Revenue

Net Income Available to Common Stockholders $44.9 - $51.6 $25.3
Adjusted EBITDA $93.0 - $102.0 $85.7
Diluted Earnings per Share $2.33 per - $2.68 per share $1.36 per share
Capital Expenditures $28.0 - $32.0 $15.9

 

First Quarter 2026 Earnings Call

 

The Company will hold a conference call on Monday, May 11, 2026, at 5:00 PM Eastern Time to discuss its financial results for the first quarter ended March 31, 2026.

 

Date: Monday, May 11, 2026

Time: 5:00 PM Eastern Time (2:00 PM Pacific Time)

USA International Toll Dial-in: +1 (646) 307-1963

USA – Toll-Free Dial-in: (800) 715-9871

Conference ID: 60598

Webcast: 1Q26 Webcast Link

 

The Company will also provide a link on its website at https://www.apei.com/overview/default.aspx for those who wish to stream the call via webcast. If dialing in, please call the conference telephone number 5 to10 minutes prior to the start time.

 

A replay of the conference call will also be available through the Company’s website through May 25, 2026.

 

Non-GAAP Financial Measures

 

This press release contains the non-GAAP financial measures of EBITDA (earnings before interest, taxes, depreciation, and amortization), adjusted EBITDA (EBITDA less non-cash expenses such as stock compensation and non-recurring expenses), adjusted EBITDA margin, segment EBITDA, and segment EBITDA margin. 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 March 31, 2026, and 2025, adjusted EBITDA excludes stock compensation, loss on disposals of long-lived assets, loss on sale of subsidiary, transition services, severance expense, other professional fees, and loss on leases.

 

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 is 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 are included in the tables following this press release (under the captions "GAAP Net Income to Adjusted EBITDA" "GAAP Outlook Net Income to Outlook Adjusted EBITDA" and “Education Unit Profile – Segment Summary”) and not to rely on any single financial measure to evaluate its business.

 

About American Public Education

American Public Education, Inc. (Nasdaq: APEI), through its two segments, Military+ and Health+, provides education that transforms lives, advances careers, and improves communities.

 

Military+ provides online postsecondary education to approximately 89,500 adult learners, directed primarily at the needs of military, veterans, extended military and veteran families, and other public service and service-minded communities through American Public University System, which includes: American Military University and American Public University.

 

Health+ provides nursing- and health sciences-focused postsecondary education to approximately 19,400 students at 27 campuses in eight states and online through Rasmussen University and Hondros College of Nursing.

 

Both American Public University System and Rasmussen University are institutionally accredited by the Higher Learning Commission (HLC), an institutional accreditation agency recognized by the U.S. Department of Education. Hondros College of Nursing is accredited by the Accrediting Bureau of Health Education Schools (ABHES).   

 

Forward Looking Statements

 

Statements made in this press release regarding American Public Education, Inc. or its subsidiary institutions ("APEI" or the "Company") that are not historical facts are forward-looking statements based on current expectations, assumptions, estimates and projections about APEI and the industry. Forward-looking statements include, without limitation, statements regarding expectations for growth, registration, enrollments, demand, revenues, net income, earnings per share, EBITDA, adjusted EBITDA, adjusted EBITDA margin, debt refinancing and share repurchase program, the growth and profitability of APEI, and related growth strategies, and plans with respect to and future impacts of recent, current and future initiatives, including the planned combination of American Public University System, Rasmussen University and Hondros College of Nursing into one consolidated institution.

 

 


 

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 failure to comply with, or adverse actions relating to, regulatory and accrediting agency requirements, including the "90/10 Rule", and to maintain institutional accreditation and the impacts of any actions APEI may take to prevent or correct such failure; changes in the post-secondary education regulatory environment as a result of U.S. federal elections, including any changes by or as a result of actions of the current administration to the operations of the Department of Education or changes to or the elimination or implementation of laws, regulations, standards, policies, and practices; potential or actual government shutdowns and uncertainties in the estimated impacts of any such shutdowns on APEI and Military+ and its prospective and current students, and APEI's inability to mitigate these impacts; government budget and federal workforce uncertainty; the impact, timing, and projected benefits of the planned combination of American Public University System, Rasmussen University, and Hondros College of Nursing into one consolidated institution; APEI's dependence on the effectiveness of its ability to attract students who persist in its institutions' programs; changing market demands; declines in enrollments at APEI's subsidiaries; 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 Title IV or TA programs or the reduction, elimination, or suspension of federal funds; 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 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; APEI's indebtedness, including the refinancing thereof; APEI's dependence on and the need to continue to invest in its technology infrastructure, including with respect to third-party vendors; the inability to recognize the intended benefits of APEI's cost savings and reduction and revenue generating efforts; APEI's ability to manage and limit its exposure to bad debt; and the various risks described in the "Risk Factors" section and elsewhere in APEI's Annual Report on Form 10-K for the year ended December 31, 2025, 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.

 

 

 

Company Contact
Frank Tutalo
Associate Vice President, Public Relations

 

American Public Education, Inc. ftutalo@apei.com 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.

 

Investor Relations
Shannon Devine

MZ North America

Direct: 203-858-8811
APEI@mzgroup.us

 

 

 

 

 


  

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

 

    Three Months Ended  
    March 31,  
    2026     2025  
    (unaudited)    
             
Revenue   $ 174,738     $ 164,551  
Costs and expenses:                
Instructional costs and services     74,630       74,944  
Selling and promotional     37,867       35,205  
General and administrative     36,290       36,407  
Depreciation and amortization     4,154       3,992  
Loss on assets held for sale     -       1,527  
Loss on disposals of long-lived assets     154       230  
    Total costs and expenses     153,095       152,305  
Income from operations before                
interest and income taxes     21,643       12,246  
Loss on extinguishment of debt     (1,672 )     -  
Interest expense, net     (725 )     (887 )
Income before income taxes     19,246       11,359  
Income tax expense     1,515       2,466  
Net income   $ 17,731     $ 8,893  
Preferred stock dividends     -       1,432  
Net income available to common stockholders   $ 17,731     $ 7,461  
                 
Income per common share:                
Basic   $ 0.97     $ 0.42  
Diluted   $ 0.94     $ 0.41  
                 
Weighted average number of                
   common shares:                
Basic     18,282       17,840  
Diluted     18,804       18,417  

 

    Three Months Ended  
Segment Information:   March 31,  
    2026     2025  
Revenue:            
Military+ Segment   $ 89,443     $ 83,946  
Health+ Segment   $ 85,356     $ 76,927  
  Corporate and other1   $ (61 )   $ 3,678  
Income (loss) from operations before                
interest and income taxes:                
Military+ Segment   $ 30,718     $ 24,126  
Health+ Segment   $ 517     $ (818 )
  Corporate and other   $ (9,592 )   $ (11,062 )

 

 

 


 

American Public Education, Inc.
Consolidated Balance Sheet
(In thousands)

 

    As of March 31, 2026     As of December 31, 2025  
ASSETS   (Unaudited)        
Current assets:                
Cash, cash equivalents, and restricted cash   $ 220,998     $ 176,499  
Accounts receivable, net of allowance of $21,820 in 2026 and $21,113 in 2025     38,710       65,662  
Prepaid expenses     19,152       14,197  
Income tax receivable     3,267       3,458  
Total current assets     282,127       259,816  
Property and equipment, net     68,800       70,598  
Operating lease assets, net     54,925       57,686  
Deferred income taxes     38,247       39,176  
Intangible assets, net     28,221       28,221  
Goodwill     59,593       59,593  
Other assets, net     6,001       6,328  
Total assets   $ 537,914     $ 521,418  
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current liabilities:                
Accounts payable   $ 8,138     $ 4,822  
Accrued compensation and benefits     22,317       22,463  
Accrued liabilities     22,643       13,375  
Deferred revenue and student deposits     25,193       23,016  
Lease liabilities, current     11,182       11,374  
Long-term debt, current     5,063       -  
Total current liabilities     94,536       75,050  
Lease liabilities, long-term     54,010       56,921  
Long-term debt, net     83,203       94,665  
Total liabilities   $ 231,749     $ 226,636  
                 
Stockholders’ equity:                
Common stock, $.01 par value; 100,000,000 shares authorized; 18,411,154 issued and outstanding in 2026; 18,125,860 issued and outstanding in 2025     184       181  
Additional paid-in capital     305,750       311,119  
Accumulated other comprehensive loss     -       (18 )
Retained earnings (accumulated deficit)     231       (16,500 )
Total stockholders’ equity     306,165       294,782  
Total liabilities and stockholders’ equity   $ 537,914     $ 521,418  

 

 

 


 

Segment Summary
($ in millions)

 

      1Q26     1Q25  
  Revenue   $ 89.4     $ 83.9  

Operating Income1     30.7       24.1  
+ Depreciation and Amortization     1.0       1.0  
EBITDA   $ 31.8     $ 25.2  
  EBITDA Margin     36 %     30 %
                   
  Revenue   $ 85.4     $ 76.9  
  Operating Income1     0.5       (0.8 )
+ Depreciation and Amortization     2.7       2.6  
EBITDA   $ 3.2     $ 1.9  
  EBITDA Margin     4 %     2 %
                   
  Revenue   $ -     $ 3.7  
  Operating Income1     -       (2.2 )
+ Depreciation and Amortization     -       0.1  
EBITDA   $ -     $ (2.1 )
                   
Corporate

 

EBITDA 3   $ (9.2 )   $ (8.6 )
                 
  Consolidated Revenue   $ 174.7     $ 164.6  

Consolidated EBITDA     25.8       16.2  
+ Adjustments 2     3.4       5.0  
Consolidated Adjusted EBITDA   $ 29.2     $ 21.2  
  Adjusted EBITDA Margin     17 %     13 %

 

1. Operating Income reflects income (loss) from operations before interest, income taxes in our Q1 2026 10-Q.
2. Adjustments include stock compensation expense, loss on disposals of long-lived assets, loss on assets held for sale, and other professional fees.

3. Corporate results include unallocated corporate activity and eliminations.

 

 

 

 


 

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 March 31, 2026 and 2025:

 

    Three Months Ended  
    March 31,  
(in thousands)   2026     2025  
Net income available to common stockholders   $ 17,731     $ 7,461  
Preferred dividends     -       1,432  
Net income     17,731       8,893  
Income tax expense     1,515       2,466  
Interest expense, net     725       887  
Loss on extinguishment of debt     1,672       -  
Depreciation and amortization     4,154       3,992  
EBITDA     25,797       16,238  
                 
Loss on assets held for sale     -       1,527  
Other professional fees     943       989  
Stock compensation     2,327       2,263  
Loss on disposals of long-lived assets     154       230  
Adjusted EBITDA   $ 29,221     $ 21,247  

 

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 June 30, 2026 and twelve months ending December 31, 2026:

 

    Three Months Ending     Twelve Months Ending  
    June 30, 2026     December 31, 2026  
(in thousands)   Low     High     Low     High  
Net Income   $ 6,475     $ 7,493     $ 44,927     $ 51,595  
Income tax expense     3,071       3,553       16,299       18,631  
Interest income, net     (400 )     (400 )     (300 )     (300 )
Loss on extinguishment of debt     -       -       1,672       1,672  
Depreciation and amortization     4,154       4,154       18,102       18,102  
EBITDA     13,300       14,800       80,700       89,700  
Stock compensation     2,100       2,100       8,700       8,700  
Other professional fees     1,100       1,100       3,400       3,400  
Other     -       -       200       200  
Adjusted EBITDA   $ 16,500     $ 18,000     $ 93,000     $ 102,000