Ladies and gentlemen, thank you for standing-by, and welcome to the American Public Education Fourth Quarter 2020 Results Conference Call. At this time all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. [Operator Instructions] Please be advised that today's conference is being recorded. [Operator Instructions] I would now like to hand the conference over to your speaker today, Chris Symanoskie, Vice President of Investor Relations. Thank you. Please go ahead.

Thank you, operator, good evening, and welcome to American Public Education's fourth quarter and full year conference call. Materials that accompany today's conference call are available in the Events and Presentations section of our website. Please note that statements made in this conference call and in the accompanying presentation materials regarding American Public Education, its subsidiaries or Rasmussen University that are not historical facts may be 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, seek, could, estimate, expect, intend, may, plan, should, will and would. Forward-looking statements include, without limitation, statements regarding the benefits of the acquisition of Rasmussen University, the closing of the acquisition and its timing, expected growth, expected registration and enrollments, expected revenues, expected earnings, income and EBITDA, and expenses, expected financial results for Rasmussen University, the expected capital structure, net debt, the ability to deliver a return on learners' educational investment, the ability to maintain an attractive risk profile, and plans with respect to recent, current and future initiatives. Actual results could differ materially from those expressed or implied by these forward-looking statements as a result of various factors, including the risks related to: the effects of and APEI's response to the COVID-19 pandemic; the acquisition of Rasmussen University; and the risk factors described in the Risk Factors section and elsewhere in the company's annual report on Form 10-K filed with the SEC today as well as the company's other SEC filings. The company undertakes no obligation to update publicly any forward-looking statements for any reason unless required by law, even if new information becomes available or other events occur in the future. This evening, it's my pleasure to introduce Angela Selden, our Chief Executive Officer; and Rick Sunderland, our Executive Vice President and Chief Financial Officer. Also available for questions today is Steve Summers, Senior Vice President of Strategy and Corporate Development. Now, I'll turn the call over to Angela Selden. Angie?

Thank you, Chris, and good evening everyone. What a remarkable year it has been at APEI. We've introduced many important changes and launched several key initiatives. These changes are creating energy at APEI and driving momentum inside APUS and Hondros. At the heart of each of these changes, why the common theme that of providing a highly affordable higher education leading to strong, career outcomes. At APEI, our mission is to set adult learners on the path toward achieving their dreams by driving down the cost of higher education and helping them obtain degrees in schemes to achieve their potential. We call this higher education return on investment, or H E R O I. Beginning in late 2019 we set out to build a growth strategy around that mission. Since then we've experienced a return to growth at both APUS and Hondros. We've added dynamic new leadership across each of the three business units, launched an enterprise wide technology modernization and have begun to amplify our value proposition to a wider audience. The 2020 results speak for themselves. Strong new and total course registration growth at APUS and record enrollment at Hondros; further accelerating our growth strategy was the October 2020 announcement about our pending acquisition of Rasmussen university. The acquisition of Rasmussen will nearly double APEI's revenues and will create a large scale platform to address the U.S. registered nursing shortage. The resulting APEI business will deliver over $165 million in pre-licensure nursing education revenue, primarily by creating new registered nurses. Today, pre-licensure nursing education is roughly half of the $28 billion in total nursing education, which is estimated to grow to $60 billion over the next few years. The acquisition will add a number one market position in pre-licensure nursing to the two existing number one positions in…

Thank you, Angie, good evening. As announced in October APEI plans to acquire Rasmussen University for $329 million, this acquisition will be funded by cash on the balance sheet, a $175 million term-loan and $29 million in preferred stock, which may be replaced by cash in our option. The addition of Rasmussen to APEI's platform is expected to diversify APEI's revenue to approximately one-third military and military affiliated, one-third nursing, and one-third online working adult. APUS, Hondros and Rasmussen have solid regulatory track records and the history of strong student outcomes. These three separately accredited and branded institutions will continue serving their respective audiences, while we work to leverage cost synergies, share best practices and cross pollinate certain in-demand programs. As announced last week, APEI closed an underwritten public offering of its common stock on March 1st. APEI sold 3,680,000 shares of common stock, including the exercise info by the underwriters of their option to purchase an additional 480,000 shares. Gross proceeds from the sale were $92 million before deducting the underwriting discounts and commissions and other offering expenses payable by APEI. The net proceeds were approximately $86.4 million from the offering, add liquidity to the $228 million in cash and cash equivalents reported at December 31, 2020. After the anticipated closing of the Rasmussen acquisition net debt is expected to be approximately zero, however, this is subject to change. Post-closing future liquidity is expected to be further supported by a $20 million revolving line of credit. Going on to Page 9; as Angie noted earlier, the continued net course registration growth at APUS and enrollment growth at Hondros drove strong increases in revenue at both operating units. For the fourth quarter of 2020, consolidated revenue increased 15.5% as compared to the prior period. In our APEI segment, APUS revenue…

Thank you, Rick. As you can see from our first quarter guidance, we expect our momentum to continue into 2029. Our priorities for 2021 include building on our successful enterprise transformation, focusing on an effective integration of Rasmussen University and driving growth, especially in our core military, veterans and nursing segments. We believe there is ample room for growth in these markets where we enjoy a defendable leadership position. Our ongoing technology modernization and anticipated integration of Rasmussen using our shared services platform are both expected to help us increase operating efficiency and drive growth through scale, synergies and improve student outcomes. Most importantly, all of these efforts are highly aligned with our mission to help learners of all backgrounds maximize their higher education return on investment, or HEROI. We are working to build a high quality scale platform in higher education. One that is uniquely affordable, flexible, and inclusive. We believe this focus will drive sustainable growth and operating leverage and help us maintain an attractive regulatory profile. To briefly comment on the recent 90/10 legislation, we understand that the Senate version that is currently under consideration in the house for approval keeps the ratio at 90/10 versus shifting it to 85/15. As we have shared based on the current 90/10 calculation methodology, we currently meet the 90/10 ratio when our TA and VA revenue are included in the 90 calculation. We also understand that the first measurement year is currently proposed to be in 2023, which we believe gives us sufficient time to address any mix-changes inorganically through acquisition or organically as required [indiscernible]. In closing, by building durable institutions of higher education, we are creating momentum and energy focused on setting adult learners on the path toward achieving their dreams by providing them with the skills necessary to maximize the return on their higher education investment. With that I'd like to ask the operator to please open the line for questions.

[Operator Instructions] Our first question comes from Stephen Sheldon with William Blair. Your line is open.

Hey, thanks. At APUS, can you talk about the strategy for how you'll continue to better serve active duty military and veterans? What do you need to do to sustain improve growth there? And what dynamics have you seen in terms of the per learner engagement in courses taken within those populations?

Hey, Stephen, I'll start, and then I'll ask Rick to continue to comment. So we're really excited about the active duty military segment. So a couple of the things that you called out first of which is that we believe that there is room in the 2Q reimbursement that they currently enjoy to be able to take additional course registrations down what they do say. So we see organic growth from the student population that we currently serve. Second, our marketing segmentation and the micro-market work that we've done has identified population inside of the active duty military, where we see increased persistence and retention and creates really great opportunities for us to continue to attract and serve that military population. Let me turn it over to Rick and see if he have any additional comments from the question.

Just a couple of things that Stephen, so number one we are seeing momentum in terms of the number of courses that our military and military affiliated students are taking. So we're building some momentum there. I would add by adding the relevant courses that are meaningful to the active duty military, and then having a broader course curriculum that really serves the needs of everyone, including the veteran's population. We continue to be very let's say, relevant in those populations. The other – the last item I would mention is, we've implemented what we're now calling the freedom grants, our graduate military students in January of 2020. So that's really creating and that eliminated out of pocket costs for that population, which they previously had to pay a small out-of-pocket costs. So that's really driving some momentum at that graduate military level and so we would expect to see that continue.

Got it. That's really helpful. Maybe just as a follow-up. Clearly, really strong growth acceleration over the last year; I know you're only providing guidance for the first quarter, but can you maybe frame at a high level how you're thinking about growth over the remainder of the year, especially as you face some tougher comparison starting in the second quarter for both APUS and in Hondros?

Let me turn that question over to Rick.

Yes. So Steve, we're going to stick with our one-quarter metric. But I would say, and the constitute yet more challenging. Obviously we're going to have a more challenging comp in the second quarter, but the things that we're doing and we just described shortlist for the military have enduring value and are going to continue to lift those registrations whether it's at that current pace or last because some of that is in fact due to COVID. But we have great confidence that we're going to continue to see momentum at APUS in registrations. And then, what can you say about Hondros and Harry and his team, up 34/34 in the fourth quarter and up 45/45 in the first quarter, and that team is copied itself. They really saw the acceleration of the enrollment growth starting in the fourth quarter of 2019. So they're already competent selves in the fourth quarter and in the first court,

If I could just add that we also believe the micro targeting that we're doing with the veteran's community will show acceleration because it's a larger addressable market and they typically will enroll in more courses on an annual basis than some of our other segments and so on. It's a very attractive market and we're seeing some early momentum from our efforts on the veterans market.

Great. Thank you.

Our next question comes from Greg Pendy with Sidoti. Your line is open.

Hey, thanks for taking my question. Just real quick on Hondros, just given the momentum and it continued into the first quarter. How should we be thinking about what is the capacity and are you going to eventually run into some capacity constraints at and Hondros in terms of, I guess, just total number of students?

Sure. Thanks. Thanks for the question. I'll start, and then Rick, if there's anything you'd like to share. So one of the – you hate to really say that anyone is benefiting from the impact of COVID, but one of the things that the COVID pandemic has done for Hondros is really driven a lot of operating efficiency in the delivery model, both from an admission and enrollment perspective, but also in terms of academic delivery. So even though we've had to move the labs and practicums to CDC guidelines for social distancing, because as we've moved much of the academic work – coursework on line, it's freed-up the facilities to be able to use them in a much more robust way for labs and practicum. Certainly as we continue to see enrollment momentum growing we have considered taking on additional temporary space in order to be able to conduct those labs and practicum for the students that are taking their coursework online. And we don't see any restrictions right now on our ability to do that. So we don't see any kind of tap in terms of enrollment growth that we would come to expect from Hondros because of any kind of facility constraints. Anything else Rick from your perspective?

Yes. I would just add to that. Yes, that really addresses at the campus level. And Greg, as you know, we're going to begin offering courses in Akron, Ohio in April of this year. And we're already at sites in Southern Michigan, suburbs of Detroit to open a campus in 2022. So we will sustain that momentum utilizing the leverage we have that Angie described as well as opening new campuses, which is expand the overall capacity of the school.

That's very helpful. Thanks.

Your next question comes from Raj Sharma from B. Riley. Your line is open.

Hello. Hi, congratulations guys on a solid quarter and some good guidance. I just had a couple of questions on the new course registration. Is there sort of a breakdown if military did better than veterans or civilians and any color there?

Thanks for the question Raj, and thanks for the accolades. So I'll share perspectives on the interest level, and then I'll turn it over to Rick for any kind of additional commentary. We're seeing favorable momentum for our military affiliated in associate's degrees, bachelors and master's degrees. And we're seeing that same momentum in our active duty military. And we're seeing a lot of interests from the non-military students, particularly in our certificates. I can turn it over to Rick and you can add any other details you'd like to share based on the question.

Yes. That's exactly right, Angie. In general, I don't have anything to add that's where the interest – the highest level of interest is coming from.

And thank you. And then sort of is this is the outlook and the rise in starts here largely you think a result of the improved marketing and sort of the micro-targeting that you're talking about Angie or, or is the uncertainty in the economy playing any, any parts here?

I think we think it's a combination of many factors, certainly the marketing we're trying to be very deliberate about the students that have the attributes that we see hi persisters and completers. Number two, we see that the – we served; I believe 88% of our students are working adults. And so we believe that career advancement is also a key to theme and how our students think about education amplifying and accelerating their careers. And certainly the way in which we have addressed the out-of-pocket costs in particular for the graduate students in the active duty military has been a big contributor in 2020 of that momentum?

Got it. And then I may have missed the – you were talking – you spoke just briefly on the 90/10 reclassification, I think – so just to confirm your numbers would, including military and veterans would be under 90%?

That is right. Assuming that's because reason remains it is calculated today, applying the same methodology as exists today. Yes, we are under 90%.

Got it. And then there has been a lot of talk by the administration making community colleges free. Could you kind of touch upon a little bit? What the impact of that on your starts and registrations would be?

Sure. There again, I'll turn for the Rick or Steve for any additional commentary. Typically that community college student isn't necessarily our target market, right? Again 88% of our students are adult learners who are working adults and oftentimes the community college structure just doesn't work for them. So community college is typically orienting towards a younger student that has more availability. And so we will pay very careful attention to the idea of free community college. But we also see often times that a two plus two progression where students complete their community college work and then move to complete their four-year degree is a highly attractive progression to APUS in particular because of its online accessibility.

Raj, this is Rick. That last point is really important. The vast majority, first of all associate's degrees is a minority APUS database, but a lot of the vast majority of our students come in with transfer credits and the students that are the most successful are the ones that come in with at least nine transfer credits. So if you think about getting a solid experience at a community college, proving your academic abilities and then transferring those credits to APUS, I think it's possibly a powerful combination. So I think there's really an argument to be made that if you really can increase successful students at community colleges APUS is an online successor to that progression beyond community college could possibly benefit. So it really doesn't detract from us and it could actually be some significant tailwinds pushing us forward.

Got it. Thank you. And then I have one last question on, just post this recent raise of close to $80 million – close to $90 million of net proceeds. How does – any thoughts around the change in the capital structure? I know that when you announced Rasmussen and you've been – you've been talking a lot. You've been talking about taking on the amount of depth and the preferred, is there, you now would have enough cash to do most of the transaction. A large part of the transaction in cash. Is that – does that change your outlook on how you would finance the acquisition at all?

Rick, you take that.

Yes. Sure, I'll take that. No, it doesn't. Raj, we're committed with Macquarie Capital to the $175 million in Term Loan B. We would have flexibility even without the capital raise to replace the preferred with cash, which we're evaluating. So we've bolstered our ability to do that, but what it really does is it just increases our liquidity, right? It'll the extent the cash is there; it'll reduce our net debt which we think is good. And it gives us the flexibility to look at other, I would say smaller acquisitions because they're things that we want to do. And you know, I'll let Angie or Steve comment on that last piece. But no, I don't – we're still going to take the long-term debt. We think it's a prudent amount of debt. It's not excessive, and it just gives us the flexibility to do other things,

Great. Does it give you the flexibility to perhaps lower the cost of capital on that debt?

In theory it does, right. More equity should translate to a better pricing on that debt, but I guess we'll see.

Okay. Well, thank you. That’s it. Thanks a lot again. Congratulations on good solid numbers and outlook.

Thank you, Raj.

[Operator Instructions] Our next question comes from Austin Moldow with Canaccord Genuity. Your line is open.

Hi. Thanks for taking my questions. You mentioned that the $10 million incremental marketing spend was not likely to be replicated this year. So can you talk about what level, you do expect, is it going back down to 2019 levels or did you mean it would be sort of flat, it was 2020 level? And can you also talk about how you've spent that historically, as it pertains to the mix between APUS and HCN? And what that might change to with Hondros and Rasmussen under one roof?

You bet. Thank you for the question. I'm going to turn it over to Rick, because he does have that historical perspective and can talk about that next split?

Right? So, I mean, if you look back to periods prior to 2020, we were in the kind of the 19%, 20% of revenue range that numbers jumped up to in the fourth quarter, I think it was closer to 22%. To answer your question, we're going to keep spending to, to produce the results, right? We're balancing customer acquisition with lifetime value. We're looking for a return on that investment. We said we're not going to continue to spend at that level. We're not going to regress to the earlier levels. So I would have to answer, it's depending on what's going on in any particular quarter and over the course of the year, but we're not going to return ourselves to those prior levels. We'll probably spend somewhere in between.

Got it. Thank you for that. And can you maybe talk a little bit about the dynamics of the rest of the marketing funnel, how the growth is trending and what your conversion to course registrations and new enrollments has been given recently?

Great question. We have put a keen focus on every step; starting with regeneration all the way through enrollment and then re-enrollment and persistence, our students can with APUS can enroll in a single course at a time. So making sure that they have a great first course experience and re-enroll, or this is a big focus for us. So we have had a deep analysis across each step, along that student acquisition, I call it supply chain to make sure that we are doing all that we can do to maximize the conversion of every lead that comes into the top of the funnel. And so we're really working to bring out enrollment momentum from every lead that we can, and that it's going to continue to be a focus of improvement for APUS through 2021.

Great. Thanks for the color.

There are no further questions at this time. I turn the call back over to Chris for closing remarks.

Thank you, operator. Well that will conclude our call for today. We wish to thank you for listening and for your continued interest in American Public Education. Good evening, everyone.

This concludes today's conference call. You may now disconnect.