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Legacy Education Inc

For the period ended Dec 31, 2024. Filed Feb 13, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Dec 31, 2024 · Filed Feb 13, 2025

LGCY$8.62-2.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-11-14.

0001493152-24-045782

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report: 10-Q

Period ended 2024-12-31; filed 2025-02-13.

0001493152-25-006418

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 92 previous paragraphs and 115 current paragraphs.

71 unchanged; 20 reworded; 18 added; 1 removed; 0 previous and 6 current paragraphs rearranged.

Tables are not compared: 4 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (18)

Current report

Contra Costa was established in the state of California in 2007. Contra Costa’s campus is located in Antioch, California. Contra Costa offers VN, surgical technology, sterile processing technician, medical assisting, diagnostic medical sonography, EKG/ECG technician, and medical administrative assistant/billing and coding specialist.

Current report

Pursuant to the APA, on the Closing Date, the Buyer acquired the CCMCC Assets for: (i) $6,133,079 paid in cash on the Closing Date (which was $6,600,000 pursuant to the APA adjusted for certain estimated closing capital as set forth in the APA); (ii) the delivery by the Buyer to the Sellers of a promissory note (the “Note”) in the principal amount of $400,000, which Note is guaranteed by the Company and Legacy LLC, accrues interest at a rate of 6% per annum and is payable in 12 equal monthly installments beginning on the one-month anniversary of the Closing Date; and (iii) the issuance of 118,906 shares (the “Legacy Shares”) of the Company’s common stock to Equiniti Trust Company, LLC (“Equiniti”), as escrow agent for CCMCC, pursuant to the that certain Stock Escrow Agreement by and among the Buyer, CCMCC and Equiniti dated as of December 18, 2024 (the “Stock Escrow Agreement”). The Legacy Shares will be held in escrow for a period of one year following the Closing Date and subject to any indemnification claims made by the Buyer pursuant to the APA that are not fully resolved and satisfied prior to the end of such one-year period either by payments made by Sellers or by offsets made by Buyer against any one or more of the payments due under the Note.

Current report

CCMCC’s TPPPA contains conditions on its participation in the Title IV Programs that are typically imposed by ED when a change of ownership occurs. These conditions include restrictions on growth (e.g., the addition of new programs and locations, increase in credential level, change in program length), bi-weekly and monthly financial reporting, and a reporting requirement related to certain types of student complaints. If CCMCC does not timely comply with these reporting requirements, or its reports contain information of concern to ED, ED may request further information from CCMCC or the Company or take action against CCMCC or the Company.

Current report

ED has promulgated a substantial number of new regulations in recent years that impact our business on a broad range of topics that have had significant impacts on our business, requiring a large number of reporting and operational changes and resulting in changes to and elimination of certain educational programs. Future regulatory actions by ED or other agencies that regulate our institutions are likely to occur and to have significant impacts on our business, require us to change our business practices and incur costs of compliance and of developing and implementing changes in operations, as has been the case with past regulatory changes. See Annual Report at Form 10-K at “Negotiated Rulemaking.”

Current report

In October through December 2023, ED conducted negotiated rulemaking to develop new regulations related to student debt relief. ED published proposed regulations on this topic on April 17, 2024, and October 31, 2024. However, ED subsequently withdrew these proposed regulations effective December 20, 2024.

Current report

In January through March 2024, ED conducted negotiated rulemaking to prepare proposed regulations on a variety of topics including but not limited to cash management, state authorization, distance education, return of Title IV, and accreditation. In December 2024, ED announced that it terminated its negotiated rulemaking process with respect to state authorization, accreditation, and cash management. ED could initiate additional negotiated rulemaking on a variety of topics in the future. ED could also publish new or revised guidance in the future on a variety of topics that could subject us to additional requirements. We cannot predict the ultimate timing, content, and impact of any regulations and guidance ED might propose and ultimately adopt.

Current report

On July 24, 2024, ED published proposed regulations to the Federal Register related to return of Title IV calculations and distance education. On January 3, 2025, ED published final regulations pertaining to returns of Title IV Program funds, which have a general effective date of July 1, 2026. The final regulations cover topics including calculating the date a student withdrew from the institution, refunds for clock hour programs, refunds for modules, and refunds for students who do not begin attendance at the school or who withdraw from school. The final regulations also add a definition of “distance education course” and require reporting related to student enrollment in distance education courses, but did not include other distance education proposals such as attendance requirements for distance education programs.

Current report

There are indications based on the recent elections that the new administration, and potentially the U.S. Congress, will attempt to dissolve ED, diminish its operational role, and/or transfer some or all of its functions to one or more agencies. We continue to monitor developments in this area, but cannot yet predict whether the administration or Congress will be successful in implementing such a proposal or whether such a proposal would disrupt or change the availability of Title IV funds to us and our students or change the rules applicable to us and our schools to continue receiving Title IV funds. Any executive or legislative action impacting ED, the availability of Title IV funds, or the rules applicable to us could have a material adverse effect on us and our institutions.

Current report

We cannot predict with certainty the ultimate combined impact of the regulatory changes which have occurred in recent years, nor can we predict the effect of future legislative or regulatory action by federal, state or other agencies regulating our education programs or other aspects of our operations, how any resulting regulations will be interpreted or whether we and our institutions will be able to comply with these requirements in the future. Any such actions by legislative or regulatory bodies that affect our programs and operations could have a material adverse effect on us and our student population and our institutions, including the need to cease offering a number of programs.

Current report

Under the HEA, a proprietary institution that derives more than 90% of its total revenue from the Title IV Programs or, for fiscal years beginning on or after January 1, 2023, from all federal educational assistance funds, for two consecutive fiscal years becomes immediately ineligible to participate in the Title IV Programs and may not reapply for eligibility until the end of at least two fiscal years (“90/10 Rule”). An institution whose receipts of applicable funds exceeds 90% of revenue for a single fiscal year will be placed on provisional certification, be required to notify ED and its students of the possibility of a loss of Title IV Program eligibility, and may be subject to other enforcement measures, including a requirement to submit a letter of credit. See Annual Report at Form 10-K at “90/10.” We have calculated the 90/10 Rule percentages for the 2024 fiscal year as follows for HDMC, CCC and Integrity: HDMC 87.55%; CCC 79.51%; and Integrity 84.19%, respectively.

Current report

Six Months Ended December 31, 2024 Compared to Six Months Ended December 31, 2023

Current report

Revenue. Our revenue was approximately $27.6 million for the six months ended December 31, 2024 compared to approximately $20.9 million for the six months ended December 31, 2023, an increase of approximately $6.7 million, or approximately 32.1%. The increase is primarily due to a 44.8% increase in ending enrollment from 1,912 to 2,768 supported by a 16.2% increase in starts from 964 to 1,120 in the quarter compared to prior year as well as the acquisition of CCMCC adding 389 students.

Current report

Interest expense. Our interest expense was approximately $0.1 for the six months ended December 31, 2024 compared to approximately $0.1 for the six months ended December 31, 2023.

Current report

*Net Income.*Our net income was approximately $3.5 million for the six months ended December 31, 2024 compared to approximately $2.4 million for the six months ended December 31, 2023, an increase of approximately $1.1 million, or approximately 47.9%, due to the reasons mentioned above.

Current report

In November 2023, the FASB issued Accounting Standards Update 2023-07,Segment Reporting—Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires incremental disclosures related to a public entity’s reportable segments. Required disclosures include, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount for other segment items (which is the difference between segment revenue less segment expenses and less segment profit or loss) and a description of its composition, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The standard also permits disclosure of more than one measure of segment profit. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We expect to adopt this policy effective for the fiscal year ended June 30, 2025 and are currently evaluating the impact of adopting ASU 2023-07 on our financial statements.
Removed paragraphs (1)

Previous report

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under current GAAP. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. ASU 2016-02 is effective for fiscal years beginning after December 15, 2021, using a modified retrospective approach and early adoption is permitted. The Company adopted ASU 2016-02 on July 1, 2022. The Company has elected to apply the short-term scope exception for leases with terms of 12 months or less at the inception of the lease and will continue to recognize rent expense on a straight-line basis. As a result of the adoption, on July 1, 2022, the Company recognized a lease liability of approximately $5.7 million, which represented the present value of the remaining minimum lease payments using an estimated incremental borrowing rate of 3.98%. As of July 1, 2022, the Company recognized a right-to-use asset of approximately $5.3 million. Lease expense did not change materially as a result of the adoption of ASU 2016-02.
Reworded paragraphs (20)

Previous wording

We provide career-focused, post-secondary education services to students at all stages of adult life, from recent high school graduates to working parents, through our accredited academic institutions: High Desert Medical College, which we acquired in July 2010, Central Coast College, which we acquired in January 2019, and Integrity College of Health. On December 31, 2019, we entered into a Membership Interest Purchase Agreement with the sole member of Integrity. We purchased from the sole member of Integrity on that date 24.5% of her interest and obtained an exclusive option to acquire her remaining membership interest upon payment of $100, which was exercised on September 15, 2020. For purposes of our financial statements, the acquisition of Integrity is deemed to have been effective as of December 31, 2019.

Current wording

We provide career-focused, post-secondary education services to students at all stages of adult life, from recent high school graduates to working parents, through our accredited academic institutions: High Desert Medical College, which we acquired in July 2010, Central Coast College, which we acquired in January 2019, Contra Costa Medical Career College, which we acquired in December 2024, and Integrity College of Health. On December 31, 2019, we entered into a Membership Interest Purchase Agreement with the sole member of Integrity. We purchased from the sole member of Integrity on that date 24.5% of her interest and obtained an exclusive option to acquire her remaining membership interest upon payment of $100, which was exercised on September 15, 2020. For purposes of our financial statements, the acquisition of Integrity is deemed to have been effective as of December 31, 2019. We recently acquired Contra Costa Medical Career College in December 2024.

Previous wording

HDMC was established in the State of California in 2002 and began offering classes in 2003. It started with campuses in Lancaster, California, and added its first branch in 2008 in Bakersfield, California. Due to enrollment growth and high demand for its services, HDMC expanded to add a branch campus in Temecula, California campus in order to accommodate 250 to 400 additional students. HDMC offers UT, VN, VN Associate of Applied Science degree program, Associate Degree of Nursing, nursing assistant, MRI Associate of Applied Science, cardiac sonography, pharmacy technician, dental assisting, clinical medical assisting, medical administrative assisting programs, medical billing and coding, veterinary assistant, phlebotomy technician avocational, nursing assistant avocational, and UT Associate of Applied Science degree programs. HDMC also plans to offer an emergency medical technician (EMT) program beginning in October 2024 and is in the process of obtaining approvals for the program (for which HDMC is not planning to apply for ED approval to make Title IV Program funds available for students who enroll in the program). As of September 30, 2024, HDMC had 1,885 students enrolled in its programs.

Current wording

HDMC was established in the State of California in 2002 and began offering classes in 2003. It started with campuses in Lancaster, California, and added its first branch in 2008 in Bakersfield, California. Due to enrollment growth and high demand for its services, HDMC expanded to add a branch campus in Temecula, California campus in order to accommodate 250 to 400 additional students. HDMC offers UT, VN, VN Associate of Applied Science degree program, Associate Degree of Nursing, nursing assistant, MRI Associate of Applied Science, cardiac sonography, pharmacy technician, dental assisting, clinical medical assisting, medical administrative assisting programs, medical billing and coding, veterinary assistant, phlebotomy technician avocational, nursing assistant avocational, and UT Associate of Applied Science degree programs. HDMC also plans to offer an emergency medical technician (EMT) program beginning in October 2024 and is in the process of obtaining approvals for the program (for which HDMC is not planning to apply for ED approval to make Title IV Program funds available for students who enroll in the program). As of December 31, 2024, HDMC had 1,774 students enrolled in its programs.

Previous wording

CCC offers the following certificate or degree programs: business administrative specialist, computer specialist: accounting, medical administrative assistant, medical assisting, nursing assistant, UT, UT Associate of Applied Science, veterinary assistant, veterinary technology Associate of Applied Science, and VN. CCC also offers an avocational phlebotomy technician program. CCC also has obtained approval from ACCET to offer the following programs and plans to begin doing so in October 2024, pending additional approvals: surgical technology (Associate of Applied Science), dental assisting, and sterile processing technician. CCC is also in the process of applying for approvals for a pharmacy technician program and an Associate Degree in Nursing program that it intends to provide in the future. As of September 30, 2024, CCC had 485 students enrolled in its programs.

Current wording

CCC offers the following certificate or degree programs: business administrative specialist, computer specialist: accounting, medical administrative assistant, medical assisting, nursing assistant, UT, UT Associate of Applied Science, veterinary assistant, veterinary technology Associate of Applied Science, and VN. CCC also offers an avocational phlebotomy technician program. CCC also has obtained approval from ACCET to offer the following programs and plans to begin doing so in October 2024, pending additional approvals: surgical technology (Associate of Applied Science), dental assisting, and sterile processing technician. CCC is also in the process of applying for approvals for a pharmacy technician program and an Associate Degree in Nursing program that it intends to provide in the future. As of December 31, 2024, CCC had 448 students enrolled in its programs.

Previous wording

Integrity was established in the State of California in 2007. Integrity’s campus is located in Pasadena, California. Integrity offers VN, VN Associate of Applied Science, Registered Nurse to Bachelor of Science in Nursing (“RN to BSN”), medical assisting, medical billing and coding, veterinary assistant, and Diagnostic Medical Sonography programs. Integrity also plans to offer an emergency medical technician (EMT) program beginning in October 2024 and is in the process of obtaining approvals for the program (for which Integrity is not planning for ED approval to make Title IV funds available for students who enroll in the program). For purposes of our financial statements, Legacy Education, L.L.C. is deemed to have acquired Integrity in December 2019. As of September 30, 2024, Integrity had 169 students enrolled in its programs.

Current wording

Integrity was established in the State of California in 2007. Integrity’s campus is located in Pasadena, California. Integrity offers VN, VN Associate of Applied Science, Registered Nurse to Bachelor of Science in Nursing (“RN to BSN”), medical assisting, medical billing and coding, veterinary assistant, and Diagnostic Medical Sonography programs. Integrity also plans to offer an emergency medical technician (EMT) program beginning in October 2024 and is in the process of obtaining approvals for the program (for which Integrity is not planning for ED approval to make Title IV funds available for students who enroll in the program). For purposes of our financial statements, Legacy Education, L.L.C. is deemed to have acquired Integrity in December 2019. As of December 31, 2024, Integrity had 157 students enrolled in its programs.

Previous wording

As previously reported on a Current Report on Form 8-K filed with the SEC, on October 22, 2024, Legacy Education Antioch, LLC, a wholly-owned subsidiary of Legacy LLC (as defined herein) (the “Buyer”) entered into an asset purchase agreement (the “APA”) with Legacy Education Inc. (the “Company”), Legacy Education, LLC, a wholly-owned subsidiary of the Company (“Legacy LLC” and together with the Company and the Buyer, the “Buyer Parties”), Contra Costa Medical Career College, Inc. (“CCMCC”), Contra Costa Medical Career College Online, Inc. (“CCMCC Online” and together with CCMCC, “Sellers”) and, solely with respect to certain portions of the APA, Stacey Orozco and Bulmaro Orozco, the sole owners CCMCC and CCMCC Online (the “CCMCC Transaction”).

Current wording

As previously reported on a Current Report on Form 8-K filed with the SEC, on October 22, 2024, Legacy Education Antioch, LLC, a wholly-owned subsidiary of Legacy LLC (as defined herein) (the “Buyer”) entered into an asset purchase agreement (the “APA”) with Legacy Education Inc. (the “Company”), Legacy Education, LLC, a wholly-owned subsidiary of the Company (“Legacy LLC” and together with the Company and the Buyer, the “Buyer Parties”), Contra Costa Medical Career College, Inc. (“CCMCC”), Contra Costa Medical Career College Online, Inc. (“CCMCC Online” and together with CCMCC, “Sellers”) and, solely with respect to certain portions of the APA, Stacey Orozco and Bulmaro Orozco, the sole owners CCMCC and CCMCC Online (the “CCMCC Transaction”). The CCMCC Transaction was consummated on December 18, 2024.

Previous wording

When a company acquires an institution that is eligible to participate in the Title IV Programs, like CCMCC, the acquisition generally will result in the institution undergoing a change of ownership resulting in a change of control as defined by ED and under the rules of other educational agencies and accreditors. Upon such a change, an institution’s eligibility to participate in the Title IV Programs is generally suspended until it has applied for recertification by ED as an eligible school under its new ownership, which requires that the school also re-establish its state authorization and accreditation. ED may temporarily and provisionally certify an institution seeking approval of a change of control under certain circumstances while ED reviews the institution’s application. The temporary provisional certification typically remains in effect on a month-to-month basis during ED’s review of the application as long as the school timely submits certain documentation during the course of ED’s review. We cannot predict the timing or outcome of ED’s review of the change of ownership of CCMCC.

Current wording

When a company acquires an institution that is eligible to participate in the Title IV Programs, like CCMCC, the acquisition generally will result in the institution undergoing a change of ownership resulting in a change of control as defined by ED and under the rules of other educational agencies and accreditors. Upon such a change, an institution’s eligibility to participate in the Title IV Programs is generally suspended until it has applied for recertification by ED as an eligible school under its new ownership, which requires that the school also re-establish its state authorization and accreditation. ED may temporarily and provisionally certify an institution seeking approval of a change of control under certain circumstances while ED reviews the institution’s application. The temporary provisional certification typically remains in effect on a month-to-month basis during ED’s review of the application as long as the school timely submits certain documentation during the course of ED’s review. Legacy timely submitted a materially complete change in ownership application to ED and CCMCC is now a party to a temporary provisional program participation agreement (“TPPPA”) that allows CCMCC to continue participating in the Title IV Programs. CCMCC also timely filed the required documentation for the TPPPA to remain in effect during ED’s review of the change of ownership.

Previous wording

The time required for ED to act on such an application may vary substantially. ED recertification of an institution following a change of control will be on a provisional basis if ED approves the institution’s application and could contain restrictions or conditions depending on the outcome of its review of the institution under the new ownership including its administrative capability and financial stability. Under ED regulations that took effect July 1, 2023, an institution must submit certain information and documentation at least 90 days in advance of the change in ownership including, for example, notice to current and prospective students of the planned change in ownership. The parties have submitted this documentation to ED. If ED contends that the documentation is insufficient and we are unable to take timely corrective action, we could be required to delay the closing of the transaction.

Current wording

We cannot predict the timing or outcome of ED’s review of the change of ownership of CCMCC. The time required for ED to act on such an application for approval of a change of ownership resulting in a change of control may vary substantially. ED recertification of an institution following a change of control will be on a provisional basis if ED approves the institution’s application and could contain restrictions or conditions depending on the outcome of its review of the institution under the new ownership including its administrative capability and financial stability. See Annual Report at Form 10-K at “Education Regulations” and “School Acquisitions.”

Previous wording

If agencies require us to obtain approvals in connection with the CCMCC Transaction, we will be required to undergo an application process for approvals from the applicable agencies and could be subject to conditions or restrictions (or loss of approval) depending on the outcome of the approval process. We will be required to make or obtain notices and/or approvals prior to the CCMCC Transaction from those agencies that require notice and/or approval to be made or obtained prior to the occurrence of a change in ownership or control. If we move forward with the CCMCC Transaction without making or obtaining required pre-closing notices and approvals, we could be subject to sanctions by the applicable agencies including loss of CCMCC’s approvals from these agencies.

Current wording

If agencies require us to obtain approvals in connection with the CCMCC Transaction, we will be required to undergo an application process for approvals from the applicable agencies and could be subject to conditions or restrictions (or loss of approval) depending on the outcome of the approval process. We will be required to make or obtain notices and/or approvals prior to the CCMCC Transaction from those agencies that require notice and/or approval to be made or obtained prior to the occurrence of a change in ownership or control. If any applicable agencies determine that we did not follow required procedures in providing notification and seeking approval of the CCMCC Transaction, or if any agencies do not approve the CCMCC Transaction, we could be subject to sanctions by the applicable agencies including loss of CCMCC’s approvals from these agencies.

Previous wording

Revenue. Our revenue was approximately $14.0 million for the three months ended September 30, 2024 compared to approximately $10.4 million for the three months ended September 30, 2023, an increase of approximately $3.6 million, or approximately 35.1%. The increase is primarily due to a 25.4% increase in ending enrollment from 2,024 to 2,539 supported by a 23.3 increase in starts from 627 to 773 in the quarter compared to prior year. Additionally, we experienced favorable program mix to higher earning programs within the quarter.

Current wording

Revenue. Our revenue was approximately $13.7 million for the three months ended December 31, 2024 compared to approximately $10.5 million for the three months ended December 31, 2023, an increase of approximately $3.2 million, or approximately 29.2%. The increase is primarily due to a 44.8% increase in ending enrollment from 1,912 to 2,768 supported by a 3.0% increase in starts from 337 to 347 in the quarter compared to prior year as well as the acquisition of CCMCC adding 389 students.

Previous wording

Educational services. Our educational services expense was approximately $7.2 million for the three months ended September 30, 2024 compared to approximately $5.7 million for the three months ended September 30, 2023, an increase of approximately $1.5 million, or approximately 25.7%. The increase was primarily attributable to the increased instructional and staffing required to support the increase in enrollments as well as increased rent and externship fees.

Current wording

Educational services. Our educational services expense was approximately $7.5 million for the three months ended December 31, 2024 compared to approximately $5.5 million for the three months ended December 31, 2023, an increase of approximately $2.0 million, or approximately 35.3%. The increase was primarily attributable to the increased instructional and staffing required to support the increase in enrollments as well as increased rent and externship fees and public company costs and our investments in our RN program.

Previous wording

*General and administrative expense.*Our general and administrative expense was approximately $4.0 million for the three months ended September 30, 2024 compared to approximately $3.2 million for the three months ended September 30, 2023, an increase of approximately $0.8 million, or approximately 25.7%. The increase was primarily attributable to an increase in marketing expense, professional fees and bad debt expense. Of the total general and administrative expense, $1.2 million and $1.1 million relate to marketing expense relate for the first quarter of fiscal 2025 and 2024, respectively.

Current wording

*General and administrative expense.*Our general and administrative expense was approximately $4.3 million for the three months ended December 31, 2024 compared to approximately $3.2 million for the three months ended December 31, 2023, an increase of approximately $1.1 million, or approximately 32.5%. The increase was primarily attributable to an increase in marketing expense, professional fees and bad debt expense. Of the total general and administrative expense, $1.15 million and $1.0 million relate to marketing expense for the first quarter of fiscal 2025 and 2024, respectively.

Previous wording

*Net Income.*Our net income was approximately $2.1 million for the three months ended September 30, 2024 compared to approximately $1.1 million for the three months ended September 30, 2023, an increase of approximately $1.0 million, or approximately 95.5%, due to the reasons mentioned above.

Current wording

*Net Income.*Our net income was approximately $1.4 million for the three months ended December 31, 2024 compared to approximately $1.3 million for the three months ended December 31, 2023, an increase of approximately $0.1 million, or approximately 8.5%, due to the reasons mentioned above.

Previous wording

Income tax expense. Our income tax expense was approximately $0.8 million for the three months ended September 30, 2024 compared to approximately $0.4 million for the three months ended September 30, 2023, an increase of approximately $0.4 million, or approximately 90.9%. The increase is primarily attributable to increase in income.

Current wording

Income tax expense. Our income tax expense was approximately $1.3 million for the six months ended December 31, 2024 compared to approximately $0.9 million for the six months ended December 31, 2023, an increase of approximately $0.4 million, or approximately 45.9%. The increase is primarily attributable to the increase in income.

Previous wording

Our cash and cash equivalents were approximately $21.5 million and $10.4 million as of September 30, 2024, and 2023, respectively.

Current wording

Our cash and cash equivalents were approximately $16.9 million and $10.4 million as of December 31, 2024, and June 30, 2024, respectively.

Previous wording

Capital expenditures were approximately $0.2 million and $0.2 million for three months ended September 30, 2024, and 2023, respectively.

Current wording

Capital expenditures were approximately $0.4 million and $0.3 million for the six months ended December 31, 2024, and 2023, respectively.

Previous wording

Cash Flow Activities for the Three Months Ended September 30, 2024 and 2023

Current wording

Cash Flow Activities for the Six Months Ended December 31, 2024 and 2023

Previous wording

Net cash provided by operating activities was approximately $3.2 million and $0.5 million for the three months ended September 30, 2024, and 2023, respectively. The increase of approximately $1.0 million is primarily attributable to an increase in earnings and an increase of approximately $2.7 million related to deferred unearned tuition.

Current wording

Net cash provided by operating activities was approximately $3.8 million and $2.9 million for the six months ended December 31, 2024, and 2023, respectively. The increase of approximately $0.9 million is primarily attributable to an increase in earnings.

Previous wording

Net cash used in investing activities was approximately $0.2 million for the three months ended September 30, 2024, and approximately $0.2 million for the three months ended September 30, 2023, an increase of approximately $0.1 million.

Current wording

Net cash used in investing activities was approximately $6.6 million for the six months ended December 31, 2024, and approximately $0.3 million for the six months ended December 31, 2023, an increase of approximately $6.3 million primarily attributed to the acquisition of CCMCC of $6.1 million.

Previous wording

Net cash provided by financing activities was approximately $8.2 million for the three months ended September 30, 2024, and net cash used of approximately $0.2 million for the three months ended September 30, 2023, an increase of approximately $8.4 million due to the net proceeds of $7.9 million from our initial public offering (“IPO”).

Current wording

Net cash provided by financing activities was approximately $9.2 million for the six months ended December 31, 2024, and net cash used of approximately $0.3 million for the six months ended December 31, 2023, an increase of approximately $8.8 million due to the net proceeds of $9.2 million from our initial public offering (“IPO”).

Previous wording

We believe that inflation has not had a material impact on our results of operations for the three months ended September 30, 2024, and 2023. There can be no assurance that future inflation will not have an adverse impact on our operating results and financial condition.

Current wording

We believe that inflation has not had a material impact on our results of operations for the three or six months ended December 31, 2024, and 2023. There can be no assurance that future inflation will not have an adverse impact on our operating results and financial condition.
Rearranged current paragraphs (6)

Current report — wording carried from elsewhere

On December 18, 2024, Legacy Education Antioch, LLC, a wholly-owned subsidiary of Legacy LLC (as defined herein) (the “Buyer”), completed its previously announced acquisition of substantially all of the assets comprising the postsecondary institution known as Contra Costa Medical Career College located in Antioch, California (the “CCMCC Assets”) pursuant to that certain asset purchase agreement (the “APA”) dated October 22, 2024 by and among the Buyer, Legacy Education Inc. (the “Company”), Legacy Education, LLC, a wholly-owned subsidiary of the Company (“Legacy LLC” and together with the Company and the Buyer, the “Buyer Parties”), Contra Costa Medical Career College, Inc. (“CCMCC”), Contra Costa Medical Career College Online, Inc. (“CCMCC Online” and together with CCMCC, “Sellers”), and, solely with respect to certain portions of the APA, Stacey Orozco and Bulmaro Orozco, the sole owners CCMCC and CCMCC Online (collectively, the “Owners”), as previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 25, 2024.

Current report — wording carried from elsewhere

Income tax expense. Our income tax expense was approximately $0.5 million for the three months ended December 31, 2024 compared to approximately $0.5 million for the three months ended December 31, 2023.

Current report — wording carried from elsewhere

The following table sets forth our consolidated statements of income data as a percentage of revenue for the six months ended December 31, 2024 and 2023:

Current report — wording carried from elsewhere

Educational services. Our educational services expense was approximately $14.7 million for the six months ended December 31, 2024 compared to approximately $11.3 million for the six months ended December 31, 2023, an increase of approximately $3.5 million, or approximately 30.4%. The increase was primarily attributable to the increased instructional and staffing required to support the increase in enrollments as well as increased rent and externship fees and public company costs and our investments in our RN program.

Current report — wording carried from elsewhere

*General and administrative expense.*Our general and administrative expense was approximately $8.3 million for the six months ended December 31, 2024 compared to approximately $6.4 million for the six months ended December 31, 2023, an increase of approximately $1.9 million, or approximately 29.2%. The increase was primarily attributable to an increase in marketing expense, professional fees and bad debt expense. Of the total general and administrative expense, $2.3 million and $2.1 million relate to marketing expense relate for the first six months of fiscal 2025 and 2024, respectively.

Current report — wording carried from elsewhere

Depreciation and amortization. Our depreciation and amortization expense was approximately $0.2 million for the six months ended December 31, 2024 compared to approximately $0.1 million for the six months ended December 31, 2023.