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 16, 2007

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition.

On November 16, 2007, American Public Education, Inc. issued a press release reporting financial results for the quarter ended September 30, 2007.  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 for 3:00 p.m. EST on November 16, 2007 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.

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 16, 2007, reporting financial results for the quarter ended September 30, 2007.
	99.2	American Public Education, Inc. slides for November 16, 2007 conference call for financial results for the quarter ended September 30, 2007.

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 16, 2007	By:	/s/Harry T. Wilkins
		Harry T. Wilkins, Executive Vice President and
		Chief Financial Officer

EXHIBIT INDEX

99.1	American Public Education, Inc. press release dated November 16, 2007, reporting financial results for the quarter ended September 30, 2007.
99.2	American Public Education, Inc. slides for November 16, 2007 conference call for financial results for the quarter ended September 30, 2007.

EX-99.1

American Public Education, Inc.

Harry T. Wilkins, CPA

Executive Vice President and Chief Financial Officer

304.724.3722

Christopher L. Symanoskie

Director, Investor Relations

703.334.3880

American Public Education Reports Third Quarter 2007 Results 

Company Reports 71% Increase in Total Net Course Registrations

CHARLES TOWN, WV (November 16, 2007) – American Public Education, Inc. (NASDAQ: APEI) – parent company of online learning provider American Public University System, which operates through American Military University and American Public University – announced strong financial results for the quarter ended September 30, 2007.

Third Quarter Highlights:

· American Public Education reports net course registrations from new students at American Public University System of 6,660 in the third quarter 2007, an increase of 60% over the same period of 2006.

· Total net course registrations in the third quarter 2007 increased to 25,290, a year-over-year increase of 71%.

· As of September 30, 2007, a total of 26,900 students were enrolled in American Public University System.

· Third quarter 2007 revenues increased 73% to $17.6 million, compared to $10.2 million in the third quarter 2006. 

· Income from continuing operations before interest income and income taxes increased 137% to $3.6 million in the third quarter of 2007, compared to $1.5 million in the same period 2006. Stock based compensation expense reduced each period’s operating income by $136,000 and $47,000, respectively.

· Net income for the third quarter 2007 increased 163% to $2.2 million or $0.18 per diluted share, which includes $113,000 or less than $0.01 per diluted share in stock based compensation expense net of tax.

Wallace E. Boston, Jr., chief executive officer of American Public Education, Inc. stated, "Our third quarter results are a positive reflection of our academic quality, our focus on student outcomes, and our 2006 attainment of regional accreditation and participation in federal student aid." 

Financial and Other Results:

Total revenues for the third quarter 2007 increased 73% to $17.6 million, compared to total revenues of $10.2 million in the third quarter 2006.  Income from continuing operations before interest income and income tax in the third quarter 2007 increased 137% to $3.6 million, compared to $1.5 million in the same period of 2006.  Stock based compensation expense reduced each period’s operating income by $136,000 and $47,000, respectively. Net income for the third quarter 2007 increased 163% to $2.2 million or $0.18 per diluted share, which includes $113,000 or less than $0.01 per diluted share in after-tax stock-based compensation expense.

For the nine months ended September 30, 2007, total revenues were $47.9 million, an increase of 76% compared to total revenues of $27.1 million in the same period of 2006.  Income from continuing operations before interest income and income tax for the nine months ended September 30, 2007 increased 185% to $9.6 million, compared to $3.4 million in the same period of 2006.  Stock based compensation expense reduced each period’s operating income by $754,000 and $239,000, respectively. Net income for the nine months ended September 30, 2007 increased 226% to $5.8 million or $0.46 per diluted share, which includes $606,000 or $0.05 per diluted share in after-tax stock-based compensation expense.

Total cash and cash equivalents at September 30, 2007 were $20.3 million with no long-term debt.  Cash from operations for the nine months ended September 30, 2007 was $14.5 million, compared to $5.9 million in the same period of 2006. Capital expenditures were $3.7 million for the nine months ended September 30, 2007, which compares to $3.8 million in capital expenditures in the same period of 2006. Depreciation and amortization was $2.0 million for the nine months ended September 30, 2007 and $1.2 million for the same period of 2006.

The Company completed its initial public offering of 5,390,625 shares of its common stock at $20.00 per share, before underwriting discounts and commissions.  The offering closed on November 14, 2007 and included the exercise in full by the underwriters of an option to purchase additional shares at the initial public offering price to cover over-allotments.  On November 8, 2007, the Company declared a special distribution of $7.63 per share, or $93,750,000 in the aggregate, to be paid to the shareholders of record immediately prior to the offering, payable upon the closing of the offering with offering proceeds.

Net Course Registrations and Student Enrollment:

For the three months ended September 30,

	2006		2007		% Change
Net Course Registrations from New Students		4,160		6,660		60	%
Total Net Course Registrations		14,790		25,290		71	%
As of September 30,
Total Student Enrollment		15,500		26,900		74	%

Note:  Net course registrations represent the aggregate number of classes in which students remain enrolled after the date by which they may drop the course without financial penalty.  Total student enrollment is the number of students who have completed at least one course in the last 12 months or are currently in the start of the second week of class for the most current semester.

Fourth Quarter 2007 Outlook:

The following statements are based on current expectations.  These statements are forward-looking and actual results may differ materially.

· The Company anticipates net course registrations from new students of 6,800 or more and total net course registrations of 27,000 or more in the fourth quarter 2007.

· The Company expects fourth quarter 2007 revenues of between $19.0 million and $20.5 million.

· Income from continuing operations before interest income and income taxes is expected to be between $3.4 million and $4.2 million in the fourth quarter 2007, excluding the effect of stock based compensation expense.

· The Company currently believes that it will achieve net income of between $2.3 and $2.7 million for the fourth quarter 2007, excluding the effect of stock based compensation expense.  The weighted average number of diluted shares outstanding in the fourth quarter will be impacted by the Company’s initial public offering which closed on November 14, 2007.

·  Full-year 2007 net income is expected to be between $8.6 and $9.0 million, excluding the effect of stock based compensation expense.  The weighted average number of diluted shares outstanding in the full-year 2007 will be impacted by the Company’s initial public offering which closed on November 14, 2007.

Webcast:

A live webcast of the Company’s third quarter earnings conference call will be broadcast at 3:00 p.m. eastern time today.  This call will be open to listeners who log in through the Company's investor relations website, www.AmericanPublicEducation.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, Inc.

American Public Education, Inc. (NASDAQ: APEI) is an online provider of higher education focused primarily on serving the military and public service communities. American Public University System (APUS), wholly owned by APEI, comprises two universities – American Military University (AMU) and American Public University (APU). Nationally and regionally accredited, APUS serves over 25,000 part-time students who live and work in all 50 states and more than 130 countries; and offers 57 degree programs and 48 certificate programs in fields ranging from homeland security, military studies, intelligence, and criminal justice to technology, business administration, public health, and liberal arts.

Forward Looking Statements

Statements made in this press release regarding American Public Education, or its subsidiaries, that are not historical facts are forward-looking statements based on current expectations, assumptions, estimates and projections about American Public Education 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", "could", "estimate", "expect" "intend", "may", "should" "will" and "would". These forward-looking statements include, without limitation, statements under the heading “Fourth Quarter 2007 Outlook" above and statements regarding expected growth. 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 Prospectus that forms a part of the Registration Statement on Form S-1 (SEC File No. 333-145185) filed with the Securities and Exchange Commission on November 9, 2007, for the Company's initial public offering. The Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

###

AMERICAN PUBLIC EDUCATION, INC.
Consolidated Statements of Income
(In thousands, except share and per share data)
	Three Months Ended
	September 30,
	2007		2006
	(Unaudited)
Revenues	$	17,612	$	10,188
Costs and expenses:
Instructional costs and services		7,708		4,635
Selling and promotional		1,946		1,158
General and administrative		3,695		2,436
Depreciation and amortization		685		451
Total costs and expenses		14,034		8,680
Income from continuing operations before
interest income and income taxes		3,578		1,508
Interest income, net		257		85
Income from continuing operations
before income taxes		3,835		1,593
Income tax expense		1,613		210
Income from continuing operations		2,222		1,383
Loss from discontinued operations, net of
income tax benefit of $228 and $302 for
the three and nine months ended
September 30, 2006, respectively		-		(538	)
Net income	$	2,222	$	845
Income from continuing operations per
common share:
Basic	$	0.18	$	0.12
Diluted	$	0.18	$	0.11
Net Income per common share:
Basic	$	0.18	$	0.07
Diluted	$	0.18	$	0.07
Weighted average number of common shares:
Basic		12,107,018		11,765,600
Diluted		12,640,799		12,175,384

	Nine Months Ended
	September 30,
	2007		2006
	(Unaudited)
Revenues	$	47,873	$	27,149
Costs and expenses:
Instructional costs and services		20,697		12,558
Selling and promotional		4,834		3,533
General and administrative		10,769		6,461
Depreciation and amortization		2,007		1,244
Total costs and expenses		38,307		23,796
Income from continuing operations before
interest income and income taxes		9,566		3,353
Interest income, net		595		211
Income from continuing operations
before income taxes		10,161		3,564
Income tax expense		4,368		1,153
Income from continuing operations		5,793		2,411
Loss from discontinued operations, net of
income tax benefit of $228 and $302 for
the three and nine months ended
September 30, 2006, respectively		-		(633	)
Net income	$	5,793	$	1,778
Income from continuing operations per
common share:
Basic	$	0.48	$	0.21
Diluted	$	0.46	$	0.20
Net Income per common share:
Basic	$	0.48	$	0.15
Diluted	$	0.46	$	0.15
Weighted average number of common shares:
Basic		11,990,375		11,723,458
Diluted		12,530,269		12,159,350

EX-99.2

1 American Public Education Third Quarter 2007 Earnings Conference Call November 16, 2007

2 Statements made in this presentation regarding American Public Education, or its subsidiaries, that are not historical facts are forward-looking statements based on current expectations, assumptions, estimates and projections about American Public Education 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", "could", "estimate", "expect" "intend", "may", "should" "will" and "would". These forward-looking statements include, without limitation, statements on the slide “Fourth Quarter 2007 Outlook" and statements regarding expected growth. 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 Prospectus that forms a part of the Registration Statement on Form S-1 (SEC File No. 333-145185) filed with the Securities and Exchange Commission on November 9, 2007, for the Company's initial public offering. The Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. Safe Harbor Statement

3 PRIOR EXPERIENCE CFO, COO, or CEO, of: Meridian HealthCare   Manor HealthCare   NeighborCare Pharmacies   Sun Healthcare Group   Wallace E. Boston, Jr. President and Chief Executive Officer Member, Board of Trustees Member, Board of Directors Joined as Chief Financial Officer in 2002 to implement financial, operational and critical IT systems. Promoted to President and CEO in 2004. Harry T. Wilkins, CPA Executive Vice President and Chief Financial Officer PRIOR EXPERIENCE  Former CFO of Strayer Education, Inc.  Founding Partner of Wilkins, Little & Matthews, LLP  Director of Wooden & Benson  Senior Consultant with Deloitte Touche  Board Member of Concorde Career Colleges, Inc. Joined as Executive Vice President and Chief Financial Officer in 2007, after serving on the Board of Trustees and Board of Directors for three years. Today’s Speakers

4   Strong Growth in Registrations(1)   Total Student Enrollment(2) Increases to 26,900, an increase of 74%   Accreditation Progress - Secured approval for Education and Technology programs from NCA and DETC 2006 2007 % Change Net Course Registrations from New Students 4,160 6,660 60% Total Net Course Registrations 14,790 25,290 71% Three Months Ended September 30, Third Quarter 2007 Highlights 2006 2007 % Change Net Course Registrations from New Students 9,570 17,990 88% Total Net Course Registrations 37,750 67,010 78% Nine Months Ended September 30, (1) Net course registrations represent the aggregate number of classes in which students remain enrolled after the date by which they may drop the course without financial penalty. (2) Total student enrollment is the number of students who have completed at least one course in the last 12 months or are currently in the start of the second week of class for the most current semester.

5   Six New Articulation Agreements, Including:   Community College of The Air Force (UA-ABC Program)   Florida Community College at Jacksonville   Company Continues to Deepen Military Market Relationships   Signed agreements for a permanent presence on three additional military bases.   Lieutenant General Julius Becton, Jr. Joins Board of Trustees   Company Completes Initial Public Offering Other Recent Developments

6 Strong 3Q2007 Financial Results ($ in thousands, except per share data) 137% $3,578 $1,508 Income from Continuing Operations Before Interest Income and Income Tax 157% $0.18 $0.07 Diluted EPS 163% $2,222 $845 Net Income 73% $17,612 $10,118 Revenues 71% 25,290 14,791 Total Net Course Registrations % Growth 2007 2006 Three Months Ended Sept 30,

7 Strong Balance Sheet with No Debt ($ in millions) $39.2 $28.8 Total Liabilities and Equity 6.4 7.3 Other Current Assets 24.2 16.8 Total Stockholders’ Equity 15.0 11.9 Liabilities $39.2 $28.8 Total Assets 12.5 9.8 Non-Current Assets $20.3 $11.7 Cash and Cash Equivalents As of Sept 30 2007 As of Dec 31 2006

8 $47.9 $40.0 $27.1 $28.2 $10.7 $17.8 $23.1 $0.0 $10.0 $20.0 $30.0 $40.0 $50.0 2002 2003 2004 2005 2006 YTD 9/06 YTD 9/07 76% Growth Revenues CAGR 39% ($ in millions) Outstanding Track Record of Growth

9 Fourth Quarter 2007 Net Course Registrations from New Students 6,800+, an increase of 41%+ Total Net Course Registrations 27,000+, an increase of 58%+ Total Revenue $19.0 to $20.5 million Adjusted Income from Continuing Operations Before Interest Income and Income Tax (1) $3.4 to $4.2 million Adjusted Net Income (1) $2.3 to $2.7 million (1) These adjusted presentations are non-GAAP forecasts and exclude stock based compensation expense from the comparable GAAP measure due to limitations in the ability to forecast this expense. Fourth Quarter 2007 Outlook The following statements are based on current expectations. These statements are forward-looking and actual results may differ materially.   Full-Year 2007 net income is expected to be between $8.6 and $9.0 million, excluding stock based compensation expense.   The weighted average number of diluted shares outstanding in the fourth quarter 2007 will be impacted by the initial public offering that closed on November 14, 2007.

10 OUTLOOK STATEMENTS: Quarterly Annual Net Course Registrations from New Students (Range) X X Total Net Course Registrations (Range) X X Total Revenue ($ Range) X X Income from Continuing Operations Before Interest Income and Income Tax ($ Range) X X Net Income ($ Range) X X Depreciation and Amortization ($ Range) X CAPEX ($ Range) X DISCLOSED METRICS: Quarterly Annual Net Course Registrations from New Students X Total Net Course Registrations X Total Student Enrollment X Graduation Totals X Students by School, Degree Level, Civilian/Military (% of Total) X Applications by Source (Referrals, Internet, Print etc) (% of Total) X Revenue by Financing Source (Title IV, TA and Other) (% of Total) X APEI Outlook/Metrics

11   Strong top-line growth with good visibility   Tuition is paid in advance; attractive working capital dynamics   High referral rates drive low student acquisition costs   Limited “brick and mortar” costs   Variable cost adjunct faculty model   Technology platform drives potential for scalability and long-term margin expansion Investment Highlights

12 Proprietary - Not for duplication