AMERICAN PUBLIC EDUCATION INC Management’s Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

In this Quarterly Report on Form 10-Q, or Quarterly Report, “we,” “our,” “us,”
“the Company” and similar terms refer to American Public Education, Inc., or
“APEI,” and its subsidiary institutions collectively unless the context
indicates otherwise. The following discussion of our historical results of
operations and our liquidity and capital resources should be read in conjunction
with the Consolidated Financial Statements and related notes that appear
elsewhere in this Quarterly Report and the audited financial information and
related notes, as well as Management’s Discussion and Analysis of Financial
Condition and Results of Operations and other disclosures, included in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2020, or our
Annual Report.

Forward-Looking Statements

This Quarterly Report contains forward-looking statements intended to be covered
by the safe harbor provisions for forward-looking statements in Section 21E of
the Securities Exchange Act of 1934, as amended, or the Exchange Act. We may use
words such as “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,”
“should,” “would,” “could,” “potentially,” “will,” or “may,” or other words that
convey uncertainty of future events, conditions, circumstances, or outcomes to
identify these forward-looking statements. Forward-looking statements in this
Quarterly Report include, without limitation, statements regarding:

•actions by the Department of Defense, or DoD, or branches of the United States
Armed Forces, including actions related to the disruption and suspension of DoD
tuition assistance programs and ArmyIgnitED, and their and our expectations
regarding the effects of those actions;
•our expectations regarding the effects of and our response to the COVID-19
pandemic, including the demand environment for online education or nursing
education as the pandemic abates, impacts on business operations and our
financial results, and our ability to comply with regulations related to
emergency relief;
•changes to and expectations regarding our student enrollment, net course
registrations, and the composition of our student body, including the pace of
such changes;
•our ability to maintain, develop, and grow our technology infrastructure to
support our student body;
•our conversion of prospective students to enrolled students and our retention
of active students;
•our ability to update and expand the content of existing programs and develop
new programs to meet emerging student needs and marketplace demands, and our
ability to do so in a cost-effective manner or on a timely basis;
•our plans for, marketing of, and initiatives at, our institutions;
•our maintenance and expansion of our relationships and partnerships and the
development of new relationships and partnerships;
•federal appropriations and other budgetary matters, including government
shutdowns;
•our ability to comply with the extensive regulatory framework applicable to our
industry, as well as state law and regulations and accrediting agency
requirements;
•our ability to undertake initiatives to improve the learning experience and
attract students who are likely to persist;
•changes in enrollment in postsecondary degree-granting institutions and
workforce needs;
•the competitive environment in which we operate;
•our cash needs and expectations regarding cash flow from operations;
•our ability to manage and influence our bad debt expense;
•the expected effects of our workforce reduction;
•our ability to manage, grow, and diversify our business and execute our
business initiatives and strategy; and
•our financial performance generally.

Forward-looking statements are based on our beliefs, assumptions, and
expectations of our future performance, taking into account information
currently available to us and are not guarantees of future results. There are a
number of important factors that could cause actual results to differ materially
from the results anticipated by these forward-looking statements. Risks and
uncertainties involved in forward-looking statements include, among others:

•the loss of our ability to receive funds under DoD tuition assistance programs
or the reduction, elimination, or suspension of tuition assistance;

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•the effects, duration and severity of the ongoing COVID-19 pandemic and the
adverse effects on demand for online education or nursing education as impacts
of the pandemic abate, and the actions we have taken or may take in response,
particularly at Hondros College of Nursing, or HCN, and Rasmussen University, or
RU, and as a result of working remotely;
•risks related to the acquisition of Rasmussen University, including regulatory
approvals, limitations on growth and expansion at Rasmussen, effective
integration of Rasmussen University's business, and our ability to realize the
expected benefits of the acquisition;
•our dependence on the effectiveness of our ability to attract students who
persist in our institutions' programs;
•our inability to effectively market our programs;
•adverse effects of changes our institutions make to improve the student
experience and enhance their ability to identify and enroll students who are
likely to succeed;
•our inability to maintain strong relationships with the military and maintain
enrollments from military students;
•our failure to comply with regulatory and accrediting agency requirements or to
maintain institutional accreditation;
•our loss of eligibility to participate in Title IV programs or ability to
process Title IV financial aid;
•our need to successfully adjust to future market demands by updating existing
programs and developing new programs;
•our dependence on and need to continue to invest in our technology
infrastructure; and
•risks related to incurring substantial debt under the debt facilities that we
have entered into in connection with financing the acquisition of Rasmussen
University, the cost of servicing that debt, and our ability in the future to
service that debt.

Forward-looking statements should be considered in light of these factors and
the factors described elsewhere in this Quarterly Report, including in the “Risk
Factors” section, in the “Risk Factors” section of our Annual Report, and in our
various filings with the Securities and Exchange Commission, or the SEC. It is
important that you read these factors and the other cautionary statements made
in this Quarterly Report as being applicable to all related forward-looking
statements wherever they appear in this Quarterly Report. If any of these
factors materialize, or if any underlying assumptions prove incorrect, our
actual results, performance, or achievements may differ materially from any
future results, performance or achievements expressed or implied by these
forward-looking statements. You should also read the more detailed description
of our business in our Annual Report when considering forward-looking
statements. We caution readers not to place undue reliance on forward-looking
statements, which speak only as of the date of this Quarterly Report. We
undertake no obligation to publicly update any forward-looking statements except
as required by law.

Overview

Background

We are a provider of online and on-campus postsecondary education to
approximately 107,800 students through three subsidiary institutions. Our
subsidiary institutions offer programs designed to prepare individuals for
productive contributions to their professions and society, and to offer
opportunities that may advance students in their current professions or help
them prepare for their next career. Our subsidiary institutions are licensed or
otherwise authorized by state authorities, or are in the process of obtaining
such licenses or authorizations, to offer postsecondary education programs to
the extent the institutions believe such licenses or authorizations are
required, and are certified by the United States Department of Education, or ED,
to participate in student financial aid programs authorized under Title IV of
the Higher Education Act of 1965, as amended, or Title IV programs.

The COVID-19 pandemic did not materially impact our results of operations during
the nine month period ended September 30, 2021. However, any future impact on
our operations remains uncertain. We believe that the pandemic at times did lead
to increased registrations and enrollments across our subsidiary institutions.
As the COVID-19 pandemic abates, we believe near-term demand for our programs is
moderating. For more information on the potential risks related to COVID-19,
please refer to our Annual Report and to the sections entitled “Results of
Operations” and “Risk Factors” in this Quarterly Report.

Our wholly owned operating subsidiary institutions include the following:

•American Public University System, Inc., or APUS, provides online postsecondary
education to approximately 88,600 adult learners. APUS is an accredited
university system with a history of serving the academic needs of the military,
military-affiliated, public service and service-minded communities through two
brands: American Military University, or AMU, and American Public University, or
APU.

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APUS offers 130 degree programs and 112 certificate programs in diverse fields
of study, with a particular focus on those relevant to today’s job market and
emerging fields. Fields of study include traditional academics, such as business
administration, health science, technology, criminal justice, education and
liberal arts, as well as public service-focused fields of study such as national
security, military studies, intelligence, and homeland security. APUS has
institutional accreditation from the Higher Learning Commission, or HLC, and
several of its academic programs have specialized accreditation granted by
industry governing organizations. In August 2021, HLC granted APUS
re-accreditation, with the next evaluation of accreditation due in 2030-2031. As
part of the process, APUS moved to the Open Pathway designation, which affords
institutions greater opportunity to pursue institutional improvement projects
than the previous Standard Pathway designation.

APUS relies on the ability of the Armed Forces to process service members’
participation in TA programs, and from time to time changes to processes have
impacted the ability of service members to participate in the TA programs. The
Army previously announced that it would transition from its legacy system,
GoArmyEd, to a new system, ArmyIgnitED, which soldiers will use to request TA.
On February 12, 2021, after February enrollments for APUS were principally
determined, the Army deactivated GoArmyEd and announced that access to online TA
requests would be suspended until the launch of ArmyIgnitED on March 8, 2021.
During the suspension, soldiers, Army education counselors, and education
institutions such as APUS did not have access to the portal and soldiers could
not apply for TA. On March 8, 2021, the Army launched and then, due to technical
difficulties, suspended ArmyIgnitED. The Army announced on March 18, 2021 that
TA-eligible soldiers could register for courses beginning on or after March 8,
2021 and then retroactively apply for TA for those courses once the TA system
came online in ArmyIgnitED. Soldiers could continue to directly register for
courses with the expectation that TA can be retroactively applied for, and the
Army has created a process for soldiers to seek reimbursement. On July 19, 2021,
the ArmyIgnitED system went live for soldiers seeking to use TA for courses at
APUS. We continue to experience challenges related to system performance,
process changes and software defects, and there is no assurance that the new
portal will ever work correctly or efficiently or will not have continuing
impacts on soldiers’ ability to participate in the TA programs or receive funds
under those programs. The disruption to Army TA and resulting decreases in Army
registrations had an adverse impact on registrations and revenue for the
quarters ended June 30, 2021 and September 30, 2021, and while system
performance is improving, we expect some impact will continue for the remainder
of 2021.

For information on potential risks associated with APUS, please refer to the
section entitled “Risk Factors” in our Annual Report and this Quarterly Report.

•Rasmussen College, LLC, referred to herein as Rasmussen University, or RU,
provides nursing- and health sciences-focused postsecondary education to over
16,900 students at its 23 campuses in six states and online. RU offers a
comprehensive “ladder” of nursing degrees including a pre-licensure Diploma in
Practical Nursing, or PN, an Associate Degree in Nursing, or ADN, and a Bachelor
of Science in Nursing, or BSN, as well as the post-licensure RN to BSN, Master
of Science in Nursing and Doctorate of Nurse Practice. As of September 30, 2021,
approximately 8,500 students are pursuing nursing degrees at Rasmussen
University, approximately 90% of whom are enrolled in Rasmussen University’s
pre-licensure degree programs. RU is institutionally accredited by HLC with an
Open Pathway designation. The Company completed the acquisition of Rasmussen
University, or the Rasmussen Acquisition, on September 1, 2021, or the Closing
Date. See “Acquisition of Rasmussen University” below for more information.

•National Education Seminars, Inc., which we refer to as Hondros College of
Nursing, provides nursing education to approximately 2,300 students at six
campuses in Ohio, including a campus in Akron that opened in April 2021, and one
campus in Indianapolis, Indiana, to serve the needs of local nursing and
healthcare communities, addressing the persistent supply-demand gap of nurses
that is evident nation-wide. In addition to Akron, HCN’s Ohio campuses are
located in the suburban areas of Cincinnati, Cleveland, Columbus, Dayton, and
Toledo.

HCN is institutionally accredited by the Accrediting Bureau for Health Education
Schools, or ABHES, and HCN’s Ohio locations and programs are approved by the
Ohio State Board of Career Colleges and Schools. In February 2021, ABHES granted
HCN continued accreditation through February 2027 for all programs at all
campuses. HCN’s Ohio Diploma in Practical Nursing, or PN, and Associate Degree
in Nursing, or ADN, Programs are approved by the Ohio Board of Nursing, or OBN,
and the PN Program is accredited by the National League for Nursing Commission
for Nursing Education Accreditation, or NLN CNEA. HCN is authorized to offer
instruction in Indiana by the Indiana Board for Proprietary Education/Indiana
Commission for Higher Education. The Indiana State Board of Nursing granted
initial accreditation and authorized the admission of the first cohort of
students. NLN CNEA granted HCN accreditation at its Indianapolis campus
effective January 13, 2021. In July 2021, the Indiana

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Board of Nursing authorized the admission of an additional 30 students per year,
increasing the maximum enrollment to 60 students for the 2022 calendar year. HCN
can petition for an additional class size increase in February 2022.

ABHES annually reviews student achievement indicators, including retention rate,
placement rate, and licensing and credentialing examination pass rate. Under
ABHES policy, ABHES may withdraw accreditation at any time if it determines that
an institution fails to demonstrate at least a 70% retention rate for each
program, a 70% placement rate for each program, and a 70% pass rate on mandatory
licensing and credentialing examinations or fails to meet the state-mandated
results for credentialing or licensure. Alternatively, ABHES may in its
discretion provide an opportunity for a program to come into compliance within a
period of time specified by ABHES, and ABHES may extend the period for achieving
compliance if a program demonstrates improvement over time or other good cause.
For the reporting year ended June 30, 2021, several HCN programs did not satisfy
ABHES’s threshold requirements for retention rates. Each such program had a
retention rate of between 55% and 69% for the reporting year. HCN submitted its
annual report to ABHES on November 2, 2021, including an action plan regarding
areas where benchmarks were not met. We cannot predict how ABHES will respond to
the report.

For information on potential risks associated with HCN, please refer to the
section entitled “Risk Factors” in our Annual Report and this Quarterly Report.

Acquisition of Rasmussen University

On the Closing Date, we completed the acquisition of Rasmussen University, or
the Rasmussen Acquisition, for an adjusted aggregate purchase price, subject to
post-closing working capital adjustments of $325.5 million in cash and without
issuing any shares of non-voting preferred stock. Upon completion of the
Rasmussen Acquisition, Rasmussen University became a wholly owned subsidiary of
APEI. On September 9, 2021, Rasmussen University timely submitted a change in
ownership and control application to ED seeking approval to participate in the
Title IV programs under our ownership. Rasmussen University is also pursuing
other post-closing notices and consents related to the change in ownership. For
the three and nine months ended September 30, 2021, we incurred approximately
$1.5 million and $5.0 million of acquisition-related expenses, respectively,
which are included in general and administrative expenses in the Consolidated
Statements of Income.

We relied on debt financing pursuant to a credit agreement to fund a portion of
the consideration for the Rasmussen Acquisition. For more information on this
financing, see “- Liquidity and Capital Resources – Liquidity – Acquisition of
Rasmussen University” below and “Note 8. Long-Term Debt” included in the
Consolidated Financial Statements in this Quarterly Report.

For more information on the Rasmussen Acquisition, please refer to our Annual
Report, “Note 3. Acquisition Activity” included in the Consolidated Financial
Statements in this Quarterly Report, and the sections entitled “- Regulatory and
Legislative Activity – Rasmussen Acquisition Regulatory Review” below.

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Cost and Expense Reductions

On August 5, 2021, in connection with an evaluation and review of our costs and
expenses, we initiated a plan to reduce costs. The plan includes a reduction in
force that resulted in the termination of 11 full-time faculty members at APUS,
and 28 non-faculty employees across a variety of roles and departments at APEI
and APUS, representing approximately 3.2% of the APUS full-time faculty
workforce, and 3.1% of the APEI and APUS non-faculty workforce. We completed
this workforce reduction by August 9, 2021. We recorded expenses for termination
benefits related to the workforce reduction in the third quarter of 2021 in
accordance with FASB ASC 420, Exit or Disposal Cost Obligations. We incurred an
aggregate of approximately $1.0 million of pre-tax cash expenses associated with
employee severance benefits. The reduction in force is expected to result in
pre-tax labor and benefit savings in 2021 of approximately $1.4 million, and in
the range of approximately $2.6 million to $3.6 million on an annualized basis.
These cost savings do not include expenses associated with employee severance
benefits. The actual costs and benefits of the plan are preliminary and may vary
based on various factors, including the timing of implementation and changes in
underlying assumptions and projections. There is no certainty that the program,
or any other expense reduction initiative, will have the intended benefits of
reducing costs and expenses over the long-term, or whether there will be adverse
impacts, including as a result of the loss of valuable employees.

Regulatory and Legislative Activity

On April 7, 2020, the Department of Veterans Affairs, or VA, announced that,
effective April 1, 2021, it would no longer count the use of Veteran Readiness &
Employment, or VR&E, benefits against the 48-month cap on veterans education
benefits programs imposed when veterans use more than one benefit program. As a
result, veterans who use VR&E benefits prior to using another veterans education
benefits program, such as the Montgomery GI Bill, or the GI Bill, and the
Post-9/11 GI Bill, can still use up to 48 total months of the other veterans
education benefits programs.

In March 2021, ED announced a revised approach for determining relief for
borrowers who successfully assert borrower relief claims. Under this new
approach, a borrower will receive full loan relief when evidence shows that the
institution engaged in certain misconduct. This policy rescinds the prior
administration’s formula that generally granted only partial loan relief for
borrower defense claims. ED also announced changes to the process for borrowers
to seek loan relief due to total or permanent disability. Specifically, ED has
eliminated requirements that borrowers with total or permanent disability prove
that they continue to have sufficiently low-incomes for three years following
their loan discharge.

In June 2021, ED held virtual public hearings to receive feedback on potential
issues for future rulemaking sessions, including borrower defenses to repayment,
change in ownership processes, student outcomes transparency, public service
loan forgiveness programs, and gainful employment requirements. Following these
hearings, ED solicited nominations for non-federal negotiators who can serve on
the negotiated rulemaking committees, which ED indicated that it planned to
convene during the third quarter of 2021. On August 6, 2021, ED announced that
it was establishing a negotiated rulemaking committee to address borrower
defenses to repayment, public service student loan forgiveness programs,
mandatory pre-dispute arbitration and prohibition of class-action lawsuits,
among other issues. The negotiated rulemaking committee held its first session
in October 2021 and plans to meet two more times in November and December. ED is
expected to submit at least one notice of proposed rulemaking on these matters
prior to November 1, 2022. If it does so, any new rules are expected to be
effective July 1, 2023.

Effective May 31, 2021, APUS terminated its lease for administrative offices in
Manassas, Virginia. As a result of this lease termination, APUS is no longer
required to be certified by the State Council of Higher Education for Virginia,
or SCHEV, and therefore did not renew its certification before it expired on
June 30, 2021. This change will not impact our operations in Virginia, and we
will continue to serve our Virginia students as an NC-SARA approved institution.
As a result of this change, APUS will no longer need to seek SCHEV approval
prior to adding any new academic programs.

As part of the Consolidated Appropriations Act, 2021, Congress included
legislative provisions that alter the application process for federal student
aid, including streamlining the Free Application for Federal Student Aid, or
FAFSA. These changes were set to become effective for the 2023-2024 academic
year. On June 11, 2021, ED announced that the agency is delaying implementation,
noting that many of these provisions will not be effective until the 2024-2025
academic year.

On June 8, 2021, the President signed into law the Training in High-Demand Roles
to Improve Veteran Employment Act, or the THRIVE Act, which amended provisions
related to veterans education programs found in the American Rescue Plan Act and
the Johnny Isakson and David P. Roe, M.D. Veterans Health Care and Benefits
Improvement Act of 2020. The legislation requires the VA to work with the
Department of Labor to determine the list of high-demand occupations for the
rapid retraining assistance program, excludes programs pursued solely through
distance learning on a half-time basis or less from the housing stipend
available to those in the retraining program, and requires the Government
Accountability Office to

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report on the outcomes and effectiveness of retraining programs. The legislation
also requires the VA to take disciplinary action if a person with whom an
institution has an agreement to provide educational or recruiting services
violates the VA’s incentive compensation prohibitions.

Section 1018 of the Johnny Isakson and David P. Roe, M.D. Veterans Health Care
and Benefits Improvement Act of 2020, became effective June 15, 2021, and
applied to institutions of higher learning beginning August 1, 2021. This
provision mandates that schools that receive veterans education benefits: (i)
provide VA students with information on total cost of an education program and
certain other disclosures; (ii) inform VA students of the availability and
potential eligibility of federal financial aid before packaging or arranging
private student loans or alternative financing programs; (iii) avoid fraudulent
and unduly aggressive recruiting or automatic renewal techniques; (iv) avoid
misrepresentations or payment of incentive compensation; (v) fully disclose
conditions or additional requirements required to obtain any license,
certification, or approval for which the course of education is designed to
provide preparation; (vi) provide VA students with graduation requirements;
(vii) obtain approval of the institutions’ accrediting agency for new courses or
programs; (viii) maintain a policy to accommodate service members and reservists
to be readmitted if they are temporarily unable to attend due to service
requirements; and (ix) appoint a point of contact to provide academic and
financial aid advising. In September 2021, APUS and HCN received waivers for the
requirements of Section 1018 for the period August 1, 2021 through July 31,
2022. At the conclusion of the waiver period, it is expected that APUS and HCN
will be in compliance with all of the provisions of Section 1018.

In September 2021, the Navy increased their TA benefits, allowing qualified
sailors to use up to 18 semester credit hours annually, previously limited to 12
semester credit hours. Along with the expanded annual credit limit comes new
eligibility requirements, including new requirements as to who can use TA and
when. Eligible sailors can only use TA to fund two courses each quarter of the
fiscal year. The minimum time in service increased from two to three years and
active duty enlisted sailors under 16 years of service and reservists on active
duty orders must have 12 months or more remaining on their current enlistment or
extension as of the course state date to be eligible. Reservists on one-year
orders will no longer be eligible for TA, and sailors who have begun utilizing
TA benefits after only two years of service must pause their TA benefits. These
changes were effective October 1, 2021.

On October 6, 2021, ED announced several changes to the Public Service Loan
Forgiveness program, or PSLF. ED is implementing a time-limited waiver that
would allow borrowers to count all prior payments toward PSLF, regardless of the
loan program. The waiver will apply to borrowers with Direct Loans, those with
other types of loans that submit a consolidation application into the Direct
Loan Program while the waiver is in effect. The waiver will run through October
31, 2022. Additionally, ED will allow months spent on active duty to count
toward PSLF, even if the service member’s loans were on deferment or
forbearance. This change will allow more service members to pursue loan
forgiveness. ED also plans to implement automatic PSLF crediting for federal
employees and military service members. To further support these efforts, ED
plans to simplify the PSLF application process and improve communication to
PSLF-eligible borrowers.

In October 2021, in what it termed a broad-based initiative to deter for-profit
college fraud, the Federal Trade Commission, or FTC, issued informational
notices to 70 for-profit higher education institutions, including APUS and RU,
informing them of certain marketing practices the FTC had previously determined
to be deceptive or unfair and therefore unlawful under the FTC Act. The FTC
indicated that an institution’s receipt of the notice was not an indication that
the institution has engaged in deceptive or unfair conduct. The informational
notices were sent in furtherance of an FTC Act provision permitting penalties
against those engaging in unfair or deceptive acts or practices with actual
knowledge of their unfair or deceptive nature. The informational notices
informed the institutions that engaging in such practices could subject a
company to civil penalties under that provision. By providing the informational
notices, the FTC is able to document that the institutions have knowledge that
the FTC has found these marketing practices to be unfair or deceptive. The FTC
also announced that it would be enhancing its enforcement cooperation with other
agencies with oversight of educational institutions, including ED’s Office of
Student Aid and the Department of Veterans Affairs. In addition, on October 6,
2021, ED announced that it had restored an Office of Enforcement within ED’s
Office of Federal Student Aid to strengthen oversight of and enforcement actions
against postsecondary institutions that participate in federal student loan,
grant, and work-study programs.

Cohort Default Rate

To remain eligible to participate in Title IV programs, an educational
institution’s student loan cohort default rates must remain below certain
levels. Pursuant to requirements of the Higher Education Act, as amended, if the
cohort default rate for any year exceeds 40%, an institution loses eligibility
to participate in Title IV programs, and if the institution’s cohort default
rate exceeds 30% for three consecutive years, the institution loses eligibility
to participate in Title IV programs. If an institution’s cohort default rate is
equal to or greater than 30% in any year, it must establish a default prevention
task force. In

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September 2021, ED released final official cohort default rates for institutions
for federal fiscal year 2018, with ED reporting a 9.4% cohort default rate for
APUS, a 7.8% cohort default rate for RU, and a 8.1% cohort default rate for HCN.
Additional information regarding student loan default rates, prior year default
rates, and potential risks associated with them is available in our Annual
Report.

Higher Education Emergency Relief Funds

In March 2020, Congress passed the Coronavirus Aid, Relief, and Economic
Security Act, or the CARES Act, in response to COVID-19 and its related effects.
Due to the COVID-19 pandemic, many higher education institutions shifted to
distance learning as campuses shut down as a result of the public health
emergency. The CARES Act included provisions designed to provide relief to
higher education institutions in connection with the pandemic, including by
creating the Higher Education Emergency Relief Fund, or HEERF, which included
$12.6 billion in funding for higher education institutions. The CARES Act
authorized ED to allocate HEERF funding based on a statutory formula that
accounted for the relative share of full-time students who are Pell Grant
recipients and that excluded students who were enrolled exclusively in distance
education courses prior to the COVID-19 emergency from the calculation. Wholly
online institutions such as APUS were therefore not eligible to receive an
allocation of funding under the CARES Act HEERF. The CARES Act required
recipient institutions to use at least 50% of their HEERF funds to provide
emergency grants to students for expenses related to the disruption of campus
operations due to COVID-19. The CARES Act also permitted institutions to use up
to 50% of their HEERF funds to cover any costs associated with significant
changes to the delivery of instruction due to COVID-19, with certain exceptions.
By June 30, 2020, HCN distributed its entire allocation of $3.1 million in CARES
Act HEERF funds to eligible students.

In addition, as a result of the CARES Act and subsequent administrative
actions, ED implemented a temporary freeze on payments and interest accruals for
federal student loans. This administrative forbearance period began on March 20,
2020 and will run until at least January 31, 2022.

In December 2020, Congress passed a law that includes the Coronavirus Response
and Relief Supplemental Appropriations Act, or the CRRSAA, which contained
several education-related provisions. The CRRSAA appropriated an additional
$22.7 billion for the HEERF, or CRRSAA HEERF, to be distributed to higher
education institutions. The CRRSAA HEERF allocation formula differs from the
CARES Act HEERF formula in several ways, including new allocations for
institutions based on the number of students enrolled exclusively in distance
education and included certain restrictions regarding allowable uses of CRRSAA
HEERF funds. Under this formula, ED allocated approximately $600,000 for APUS
and $2.0 million for HCN. Both APUS and HCN have distributed the entirety of
their allocated CRRSAA HEERF funds to eligible students.

In March 2021, Congress passed the American Rescue Plan Act of 2021, or ARPA,
which includes an additional $40 billion for HEERF, or HEERF III. ARPA
incorporates CRRSAA’s restrictions regarding allowable uses of HEERF funds.
ARPA’s HEERF III allocation formula decreases the amount of funds allocated to
for-profit institutions. Under this formula, ED allocated approximately $330,000
for APUS and $1.2 million for HCN. APUS distributed the entirety of the
allocated HEERF III funds to eligible students during the third quarter. HCN
declined its HEERF III allocation.

ARPA also includes a provision that amends the provision of the Higher Education
Act of 1964, as amended, or the HEA, that, as a condition of participation in
the Title IV programs, prohibits a for-profit institution from deriving more
than 90% of its revenue (as computed by ED) on a cash accounting basis (except
for certain institutional loans) from Title IV programs for any fiscal year. For
more information on the so-called 90/10 Rule, please refer to our Annual Report.
ARPA modifies the HEA’s 90/10 Rule to require that a for-profit institution
derive not less than 10 percent of its revenue from sources other than “federal
education assistance funds”. ARPA provides that the amendment applies to
institutional fiscal years beginning on or after January 1, 2023. In addition,
ARPA provides that the amendment is subject to the HEA’s master calendar
requirements and negotiated rulemaking and that such negotiated rulemaking shall
commence no earlier than October 1, 2021. An ED final rule to implement the ARPA
provision is not expected to go into effect until July 1, 2023 at the earliest.
ARPA does not define “federal education assistance funds.” We expect such
definition to be developed as part of the required negotiated rulemaking and
anticipate that ED would seek to include TA and VA education benefits in the
scope of the definition. At this time, we cannot predict the impact of the ARPA
90/10 Rule on our business, including because we cannot predict how ED will
implement the ARPA 90/10 Rule provision. We also cannot predict the likelihood
that Congress will pass additional legislation to modify the 90/10 Rule further
with respect to relevant sources of funds or other aspects of the calculation.
For example, other recent congressional proposals have focused on decreasing the
limit on Title IV funds from 90% to 85%. Such proposals, or other similar
legislation, should they become law, could have a material adverse impact on our
financial condition and results of operation.

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On March 27, 2020, Ohio enacted a COVID-19 emergency relief law that allows
individuals who have successfully completed a nursing education program approved
by OBN to receive a temporary license to practice as an RN or LPN before taking
the National Council Licensure Examination, or NCLEX. Graduates of OBN-approved
nursing education programs, such as HCN’s programs, were permitted to apply for
a temporary license that was valid until March 1, 2021 and effective May 14,
2021 was reinstated and extended to July 1, 2021. This law specified that the
individual must have completed the nursing education program no more than two
years before the date of submitting the Licensure by Examination application,
the individual cannot receive a temporary license if they have a prior NCLEX
failure in any state, if they have been convicted of or pleaded guilty to any
felony, or have failed a drug test as determined by the Board. The emergency
relief law expired on July 1, 2021.

The postsecondary education regulatory landscape is complex and continues to
evolve, and the foregoing discussion does not address all of the laws and
regulations that may materially affect our business, financial condition, and
results of operations. Additional information on the regulation of our business,
including certain regulatory developments in 2021 that occurred prior to the
filing of our Annual Report, is available in “Business – Regulatory Environment”
in Item 1 of Part I of our Annual Report. We cannot predict the extent to which
the aforementioned regulatory activity or any other potential regulatory or
legislative activity may impact us or our institutions, nor can we predict the
possible associated burdens and costs. Additional information regarding the
potential risks associated with the regulation of postsecondary education and
our business is available in the sections entitled “Risk Factors” in our Annual
Report and this Quarterly Report.

Rasmussen Acquisition Regulatory Review

The Rasmussen Acquisition was required to be reported to, and in some cases
approved by, various education regulatory bodies. An institution must obtain ED
approval for a change in ownership and control in order to continue to
participate in Title IV programs under the new ownership. ED does not provide
pre-closing approval.

In July 2021, ED notified Rasmussen University that in connection with Rasmussen
University’s March 2019 change in ownership, ED was imposing certain temporary
growth restrictions on the institution, which included maintaining limitations
on new programs and locations that were already in place and imposing a cap on
the number of students that participate in Title IV programs that can be
enrolled. Additionally, ED continued to require Rasmussen University to submit
periodic financial and enrollment reports, a requirement that it had imposed on
RU in connection with the financial responsibility letter of credit described
below. On September 9, 2021, Rasmussen University timely submitted a change in
ownership and control application to ED seeking approval to participate in the
Title IV programs under our ownership. ED and Rasmussen University entered into
a Temporary Provisional Program Participation Agreement, or TPPPA, effective as
of October 14, 2021, that allows Rasmussen University to continue disbursing
Title IV funds during the period of ED’s review of the change in ownership
application. The TPPPA continues the growth restrictions that ED imposed as a
result of the March 2019 change in ownership, including the same enrollment cap.
The TPPPA specifies that after ED reviews and accepts financial statements and
compliance audits that cover one complete fiscal year of RU’s Title IV
participation under APEI’s ownership, RU may seek to have the enrollment cap
removed and may seek approval for new programs that replace current programs.
The TPPPA also specifies that at least until after ED reviews and accepts
financial statements and compliance audits that cover the second complete fiscal
year of RU’s Title IV participation under APEI’s ownership, RU must seek
pre-approval for new locations, new programs that are not replacing current
programs, and other changes. The growth restrictions under the TPPPA could limit
or adversely affect Rasmussen University’s growth opportunities, including
restricting its ability to serve additional students, particularly additional
nursing students, and limiting its ability to continue to evolve to address
current needs by providing new or changed programs. Rasmussen University is also
pursuing other post-closing notices and consents related to the change in
ownership.

State agencies, accreditors, boards of nursing, and other relevant regulators
also require action with respect to the Rasmussen Acquisition. In some
instances, these bodies required prior approval before the change in ownership
could be completed. For example, HLC requires approval before the closing of a
transaction in order for an institution to maintain accredited status after
closing. The parties submitted an application to HLC for pre-closing approval of
the change in ownership, and HLC conducted focused site visits related to the
application in February and March 2021. Effective in June 2021, HLC approved the
application regarding the change in control. An additional site visit is
required within six months of the Closing Date. Additionally, some regulators
will require approval after a change in ownership in order to continue proper
licensure, accreditation, approval, or authorization.

ED evaluates institutions on an annual basis for compliance with specified
financial responsibility standards, including a complex formula based on line
items from the institution’s audited financial statements. The formula focuses
on three financial ratios: (1) equity ratio (which measures the institution’s
capital resources, financial viability, and ability to borrow); (2) primary
reserve ratio (which measures the institution’s viability and liquidity); and
(3) net income ratio (which measures the

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institution’s profitability or ability to operate within its means). Generally,
an institution’s financial ratios must yield a composite score of at least 1.5
for the institution to be deemed financially responsible. An institution which
does not meet ED’s minimum composite score of 1.5 can demonstrate financial
responsibility by meeting the “zone alternative” or posting a letter of credit
in favor of ED. The “zone alternative” includes a delayed method of cash funding
for Title IV aid, and the
providing of additional information to ED, upon request. As of September 30,
2020, RU had a composite score equal to 1.4, compared to the minimum required of
1.5. RU elected to post a letter of credit with ED totaling $23.1 million, which
represents 10% of the Title IV program funds received by RU during its most
recently completed fiscal year. Upon the closing of the RU Acquisition, APEI was
required to fund this letter of credit using a restricted deposit account that
required a deposit of 105%, or $24.2 million, to secure the RU letter of credit.
Under the TPPPA for RU described above, a letter of credit will continue to be
required at least until ED reviews and accepts financial statements and
compliance audits that cover one complete fiscal year of RU’s Title IV
participation under APEI’s ownership. Additionally, RU is required to make Title
IV disbursements to eligible students and parents under the heightened cash
monitoring payment method, or HCM1. Under HCM1, Rasmussen University must first
make Title IV disbursements to eligible students and parents and pay any credit
balances before the institution requests or receives funds for the amount of
those disbursements from ED.

APUS, RU and HCN Compliance Reviews

In July 2017, ED began a program review of RU’s administration of Title IV
program during the 2015-2016 and 2016-2017 award years. The program review
remains open and ongoing. At this time, we cannot predict the outcome of the
program review, when it will be completed, or whether ED will place any
liability or other limitations on RU as a result of the review.

On July 9, 2021, HCN received a letter from ED announcing an off-site program
review. The review, which was completed in August 2021, assessed HCN’s
administration of Title IV programs, with a focus on award years 2019-2020 and
2020-2021. The program review is pending while ED is reviewing the data
collected.

Reportable Segments

During the third quarter of 2021, we revised our reportable segments and
updated the results for the prior period to conform to the current period
presentation. As of September 30, 2021, APEI had the following reportable
segments:
•American Public University System Segment, or APUS Segment. This segment
reflects the operational activities of APUS and was previously included within
the former APEI Segment;

•Rasmussen University Segment, or RU Segment. This segment reflects the
operational activities of Rasmussen University; and

•Hondros College of Nursing Segment, or HCN Segment. This segment reflects the
operational activities of HCN.

Prior to the third quarter of 2021, the Company had two reportable segments: the
American Public Education, Inc. Segment, or APEI Segment, and the HCN Segment.
Post-acquisition, the Company has three reportable segments: the APUS Segment,
which was previously included within the APEI Segment; the Rasmussen Segment;
and the HCN Segment. The APEI Segment previously reported the results of both
APUS and remaining unallocated Company expenses. Adjustments to reconcile
segment results to the Consolidated Financial Statements are included in
“Corporate and Other”, which primarily includes unallocated corporate activity
and eliminations, which generally were previously reported within the APEI
Segment. Prior periods have been updated to conform to the revised presentation.

Summary of Results

As discussed above, we completed the Rasmussen Acquisition on September 1, 2021.
Our results of operations for the three and nine months ended September 30, 2021
include the results of RU from the Closing Date through September 30, 2021. We
did not consolidate the financial results of the RU Segment prior to the Closing
Date. Accordingly, the financial results of each period presented are not
directly comparable. This discussion highlights changes in the APUS and HCN
segments, as those results are fully included in each period.

For the three months ended September 30, 2021, our consolidated revenue
increased to $98.2 million from $79.1 million, or by 24.2%, compared to the
prior year period. Our operating margins decreased to 1.2% from 4.2% for the
three months ended September 30, 2021, compared to the prior year period. For
the three months ended September 30, 2021, the net loss for the period was $0.3
million, compared to net income of $2.6 million for the three months ended
September 30, 2020, a

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decrease of $2.9 million. For the nine months ended September 30, 2021, our
consolidated revenue increased to $264.8 million from $235.9 million, or 12.3%,
compared to the prior period. Our operating margins decreased to 5.3% from 6.4%
for the nine month periods ended September 30, 2021, compared to the prior year
period. Net income decreased to $8.4 million from $11.8 million, a decrease of
$3.4 million, or 28.8%, compared to the prior year period.
For the three months ended September 30, 2021, APUS Segment revenue decreased to
$65.9 million from $69.7 million, or by 5.4%, compared to the prior year period.
Net course registrations at APUS for the three months ended September 30, 2021
decreased to approximately 83,100 from approximately 90,300, or approximately
8.0%, compared to the prior year period. APUS Segment operating margins
increased to 11.9% from 10.6% for the three months ended September 30, 2021,
compared to the prior year period.

For the nine months ended September 30, 2021, APUS Segment revenue decreased to
$210.3 million from $210.4 million, or by less than 1%, compared to the prior
year period. Net course registrations at APUS for the nine months ended
September 30, 2021 decreased to approximately 258,700 from approximately
264,700, or approximately 2.3%, compared to the prior year period. APUS Segment
operating margins increased to 14.7% from 14.2% for the nine months ended
September 30, 2021, compared to the prior year period.

The decreases in APUS Segment revenue were due to the decreases in net course
registrations which we believe were due to a moderation in near-term demand for
online education due to the abatement of the COVID-19 pandemic, and also in part
to the temporary suspension and disruption of the Army’s TA program.

From the Closing Date through September 30, 2021, RU Segment revenue was $21.1
million. RU Segment operating margin was negative 4.7% for the three months
ended September 30, 2021.

For the three months ended September 30, 2021, HCN Segment revenue increased to
$11.2 million from $9.5 million, or by 17.8%, compared to the prior year period.
Total enrollment at HCN for the three months ended September 30, 2021 increased
to approximately 2,300 from approximately 2,000, or approximately 18.9%, as
compared to the prior year period. HCN Segment operating margins decreased to
4.0% from 4.9% for the three months ended September 30, 2021, compared to the
prior year period.

For the nine months ended September 30, 2021, HCN Segment revenue increased to
$33.5 million from $25.7 million, or by 30.5%, compared to the prior year
period. HCN Segment operating margins increased to 4.0% from negative 1.8% for
the nine months ended September 30, 2021, compared to the prior year period.

For more information on Army TA program suspension and delays, their related
impacts on the Company, and related risks, please refer to “Overview-Background”
above and the section entitled “Risk Factors” in this Quarterly Report.

Critical Accounting Policies and Use of Estimates

For information regarding our Critical Accounting Policies and Use of
Estimates, see the “Critical Accounting Policies and Use of Estimates” section
of “Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in our Annual Report.

Results of Operations

Below we have included a discussion of our operating results and material
changes in our operating results during the three and nine months ended
September 30, 2021 compared to the three and nine months ended September 30,
2020. Our revenue and operating results normally fluctuate as a result of
seasonal or other variations in our enrollments and the level of expenses in our
reportable segments. Our student population varies as a result of new
enrollments, graduations, student attrition, the success of our marketing
programs, and other reasons that we cannot always anticipate. We expect
quarterly fluctuations in operating results to continue as a result of various
enrollment patterns and changes in revenue and expenses, including due to the
Rasmussen Acquisition.

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We believe the decrease in net course registrations at APUS for the three and
nine months ended September 30, 2021 was due, in part, to the temporary
suspension and disruption of the Army’s TA program on March 8, 2021, resulting
from delays in the transition from its legacy system, GoArmyEd, to a new system,
ArmyIgnitED, and a moderation in near-term demand for online education due to
the abatement of the COVID-19 pandemic. For more information on the impacts of
the Army TA program delays on the Company and the potential risks related to
this, please refer to “Overview” in this Management’s Discussion and Analysis of
Financial Condition and Results of Operation and the section entitled “Risk
Factors” in this Quarterly Report.

We believe that the increase in enrollment at HCN for the three and nine
months ended September 30, 2021 as compared to the prior year period is due in
part to an increase in demand for nursing education, a change in the competitive
environment due to COVID-19, an increase in marketing expenditures, and the
continued impact of initiatives implemented in 2019 and 2020, such as the direct
entry ADN Program and the institutional affordability grant. We cannot predict
whether our initiatives and efforts will continue to be successful over the long
term and cannot guarantee continued enrollment and revenue growth in our HCN
Segment. The success of these efforts could also be adversely affected by future
impacts of the COVID-19 pandemic or a further moderation of or decrease in the
demand for nursing education as the pandemic abates. For more information on the
impacts of COVID-19 on the Company and the potential risks related to COVID-19,
please refer to “Overview-Background” in this Management’s Discussion and
Analysis of Financial Condition and Results of Operation and the section
entitled “Risk Factors” in our Annual Report and this Quarterly Report.

Our consolidated results for the three and nine months ended September 30, 2021
and 2020 reflect the operations of our APUS and HCN Segments only and include
the results of our RU Segment from the Closing Date. We did not consolidate the
RU Segment prior to the Closing Date. Rasmussen enrollment was approximately
16,900 during the three months ended September 30, 2021, which compares to
17,200 during the three months ended September 30, 2020. We believe this decline
in enrollment may have been caused, in part, due to a moderation in near-term
demand for Rasmussen’s programs due to the abatement of the COVID-19 pandemic.
However, because we have only recently acquired Rasmussen University, we cannot
provide a full assessment of the factors that could have led to the decline in
enrollments at Rasmussen University.

For a more detailed discussion of our results by reportable segment, refer to
“Analysis of Operating Results by Reportable Segment” below.

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