Legacy Education Inc.
For the period ended Mar 31, 2025. Filed May 15, 2025.
View on SEC.govAbout 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.
Mar 31, 2025 · Filed May 15, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OPERATIONSCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001641172-25-010844
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe 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 115 previous paragraphs and 113 current paragraphs.
73 unchanged; 34 reworded; 5 added; 7 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 5 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 (5)
Current report
On April 4, 2025, ED announced its intention to conduct negotiated rulemaking to prepare proposed regulations on topics pertaining to Title IV regulations, potentially including Public Service Loan Forgiveness, loan repayment programs, and “streamlining” current federal student financial assistance regulations. ED held public hearings to discuss the rulemaking agenda on April 29, 2025 and May 1, 2025 and requested comments on rulemaking topics be submitted by May 5, 2025. ED has not yet provided a complete list of topics for which it may propose regulations or the full schedule for negotiating and publishing final regulations. Consequently, we cannot predict the ultimate timing, content, and impact of any regulations and guidance ED might propose and ultimately adopt. In addition, the President directed federal agencies on April 9, 2025 to identify existing regulations that are unlawful or otherwise objectionable and to take steps to repeal or modify these regulations. We cannot predict what rules ED might attempt to repeal or modify, the timing and outcome of these efforts, or the impact of any regulatory repeals of modifications on our business and schools.
Current report
Congressional and Executive Action
Current report
In March 2025, ED implemented a reduction in force (“RIF”) that, coupled with resignations by ED staff, reportedly reduced ED’s workforce by approximately half. The RIF also eliminated several school participation divisions, including the school participation division that previously oversaw the operations of our institutions, and eliminated or significantly reduced several other offices or divisions within ED. We currently are working with other offices and personnel at ED on some of our pending matters, but it is possible that we could encounter delays and difficulties obtaining timely ED approval of recent and future acquisitions of other schools. See Annual Report at Form 10-K at “Education Regulations – School Acquisitions” and “Education Regulations – Change of Control.” We also could encounter delays and difficulties obtaining timely ED approval of new campuses or other educational programs for which we wish to offer Title IV funds to students and which required ED approval. See Annual Report at Form 10-K at “Education Regulations – Opening Additional Campuses and Adding Educational Programs.”
Current report
As previously reported, we cannot predict with any certainty the extent to which Congress could adopt legislation at any time that amends the Higher Education Act of 1965 (“HEA”), annual appropriations, or other changes to laws that could materially affect our business, financial condition, and results of operations. See Annual Report at Form 10-K at “Education Regulations – Congressional Action.” Congressional committees and members actively continue to propose and consider legislation on a wide range of topics related to the Title IV programs that could impact the amount of Title IV funding available to schools and students and impose additional accountability requirements on institutions and also that could eliminate or modify certain rules that are less favorable to schools like ours. However, the process of Congressional passage of new legislation is in its early stages, is subject to further negotiation and amendment, and is further subject to Congressional approval. Therefore, the timing and outcome of this process and the scope of any legislation that might be enacted cannot be predicted with any certainty at this time. We are continuing to monitor the process.
Current report
Nine Months Ended March 31, 2025 Compared to Nine Months Ended March 31, 2024
Removed paragraphs (7)
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous report
90/10 Rule
Previous 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.
Previous report
Six Months Ended December 31, 2024 Compared to Six Months Ended December 31, 2023
Reworded paragraphs (34)
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, 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.
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.
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 December 31, 2024, HDMC had 1,774 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 recently obtained approvals to offer at its Temecula campus an emergency medical technician (EMT) 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). HDMC began providing instruction to its first cohort of EMT students in April 2025. As of March 31, 2025, HDMC had 2,081 students enrolled in its programs.
Previous wording
CCC was established in the State of California in 1983. In 1991, CCC moved to its current location in Salinas, California to accommodate growing enrollment numbers and the addition of new training programs.
Current wording
CCC was established in the State of California in 1983. In 1991, CCC moved to its current location in Salinas, California to accommodate growing enrolment numbers and the addition of new training 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 December 31, 2024, CCC had 448 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, VN, surgical technology, dental assisting, sterile processing technician, and pharmacy technician (for which it currently holds interim approval from ACCET). CCC also offers an avocational phlebotomy technician program. CCC recently received renewal of its ACCET accreditation, effective until April 30, 2030, and also obtained final approval from ACCET to offer its dental assisting program. CCC is also in the process of applying for approval for an Associate Degree in Nursing program that it intends to provide in the future. As of March 31, 2025, CCC had 508 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 December 31, 2024, Integrity had 157 students enrolled in its programs.
Current wording
Integrity was established in the State of California in 2007. It is accredited by the Accreditation Bureau of Health Education Schools (“ABHES”) through February 28, 2026 and is in the process of applying for renewal of accreditation. 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. On February 7, 2025, Integrity received full approval from the California Board of Vocational Nursing and Psychiatric Technicians (“BVNPT”) to offer its Vocational Nursing program, which was previously provisionally approved. Integrity also plans to offer an emergency medical technician (EMT) program 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 March 31, 2025, Integrity had 188 students enrolled in its programs.
Previous wording
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 wording
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. As of March 31, 2025, Contra Costa had 468 students enrolled in its programs.
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. 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.
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. On March 11, 2025, CCMCC provided additional financial information requested by ED.
Previous 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.”
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 –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 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.
Current wording
If agencies require us to obtain other 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. 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
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 wording
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 “Education Regulations – Negotiated Rulemaking.”
Previous wording
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 wording
In March 2025, the President issued an Executive Order calling for all necessary steps to close ED although the executive order did not indicate the process or timing for accomplishing this task nor identify where some of the functions of ED might be transferred. We continue to monitor developments in this area, but cannot yet predict whether the administration or Congress will be successful in closing or further reducing ED and/or transferring some or all of its functions to one or more agencies, 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. We also cannot predict the success of any litigation challenging any efforts to close or restructure ED. 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.
Previous wording
Tuition revenue is primarily derived from postsecondary education services provided to students. Generally, tuition and other fees are paid upfront and recorded in contract liabilities in advance of the date when education services are provided to the student. A tuition receivable is recorded for the portion of tuition not paid in advance. In some instances, installment billing is available to students which reduces the amount of cash consideration received in advance of performing the service. The contractual terms and conditions associated with installment billing indicate that the student is liable for the total contract price, therefore mitigating the Company’s exposure to losses associated with nonpayment. Tuition revenue is recognized ratably over the instruction period. The Company generally uses the time elapsed method, an input measure, as it best depicts the simultaneous consumption and delivery of tuition services. Revenue associated with distinct course materials is recognized at the point of time when control transfers to the student, generally when the materials are delivered to the student. Revenue associated with lab services is recognized over the period of time when the service is performed.
Current wording
Tuition revenue is primarily derived from postsecondary education services provided to students. Generally, tuition and other fees are paid upfront and recorded in contract liabilities in advance of the date when education services are provided to the student. A tuition receivable is recorded for the portion of tuition not paid in advance. In some instances, instalment billing is available to students which reduces the amount of cash consideration received in advance of performing the service. The contractual terms and conditions associated with instalment billing indicate that the student is liable for the total contract price, therefore mitigating the Company’s exposure to losses associated with nonpayment. Tuition revenue is recognized ratably over the instruction period. The Company generally uses the time elapsed method, an input measure, as it best depicts the simultaneous consumption and delivery of tuition services. Revenue associated with distinct course materials is recognized at the point of time when control transfers to the student, generally when the materials are delivered to the student. Revenue associated with lab services is recognized over the period of time when the service is performed.
Previous wording
We evaluate the recoverability of our long-lived assets for impairment, other than goodwill, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value estimates are based on assumptions concerning the amount and timing of estimated future cash flows. We had no long-lived asset impairments as of December 31, 2024, September 30, 2024 and June 30, 2023, respectively
Current wording
We evaluate the recoverability of our long-lived assets for impairment, other than goodwill, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value estimates are based on assumptions concerning the amount and timing of estimated future cash flows. We had no long-lived asset impairments as of March 31, 2025 or June 30, 2024, respectively.
Previous 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.
Current wording
Revenue. Our revenue was approximately $18.6 million for the three months ended March 31, 2025 compared to approximately $12.3 million for the three months ended March 31, 2024, an increase of approximately $6.3 million, or approximately 50.7%. The increase is primarily due to a 49.8% increase in ending enrollment from 2,166 to 3,245 supported by a 70.7% increase in starts from 710 to 1,227 in the quarter compared to prior year, which includes the impact of the acquisition of CCMCC adding 468 students.
Previous 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.
Current wording
Educational services. Our educational services expense was approximately $10.1 million for the three months ended March 31, 2025 compared to approximately $6.5 million for the three months ended March 31, 2024, an increase of approximately $3.6 million, or approximately 54.6%. 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 our investments in our RN program.
Previous 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.
Current wording
*General and administrative expense.*Our general and administrative expense was approximately $4.6 million for the three months ended March 31, 2025 compared to approximately $3.3 million for the three months ended March 31, 2024, an increase of approximately $1.3 million, or approximately 39.5%. The increase was primarily attributable to an increase in marketing expense, professional fees and bad debt expense. Of the total general and administrative expense, $1.2 million and $0.9 million relate to marketing expense for the third quarter of fiscal 2025 and 2024, respectively.
Previous wording
Depreciation and amortization. Our depreciation and amortization expense was approximately $0.1 million for the three months ended December 31, 2024 compared to approximately $0.1 million for the three months ended December 31, 2023.
Current wording
Depreciation and amortization. Our depreciation and amortization expense was approximately $0.1 million for the three months ended March 31, 2025 compared to approximately $0.07 million for the three months ended March 31, 2024.
Previous wording
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 wording
Income tax expense. Our income tax expense was approximately $1.1 million for the three months ended March 31, 2025 compared to approximately $0.7 million for the three months ended March 31, 2024.
Previous 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.
Current wording
*Net Income.*Our net income was approximately $2.8 million for the three months ended March 31, 2025 compared to approximately $1.8 million for the three months ended March 31, 2024, an increase of approximately $1.0 million, or approximately 55.5%, due to the reasons mentioned above.
Previous wording
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 wording
The following table sets forth our consolidated statements of income data as a percentage of revenue for the nine months ended March 31, 2025 and 2024:
Previous wording
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 wording
Revenue. Our revenue was approximately $46.2 million for the nine months ended March 31, 2025 compared to approximately $33.2 million for the nine months ended March 31, 2024, an increase of approximately $12.9 million, or approximately 39.0%. The increase is primarily due to a 49.8% increase in ending enrollment from 2,166 to 3,245 supported by a 30.6% increase in starts from 1,894 to 2,473 in the nine months ended March 31, 2025 compared to prior year nine months ended March 31, 2024, which includes the acquisition of CCMCC adding 468 students.
Previous wording
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 wording
Educational services. Our educational services expense was approximately $24.8 million for the nine months ended March 31, 2025 compared to approximately $17.8 million for the nine months ended March 31, 2024, an increase of approximately $7.0 million, or approximately 39.3%. 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 our investments in our RN program.
Previous wording
*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 wording
*General and administrative expense.*Our general and administrative expense was approximately $12.9 million for the nine months ended March 31, 2025 compared to approximately $9.7 million for the nine months ended March 31, 2024, an increase of approximately $3.2 million, or approximately 32.7%. The increase was primarily attributable to an increase in marketing expense, professional fees and bad debt expense. Of the total general and administrative expense, $3.5 million and $3.0 million relate to marketing expense relate for the first nine months of fiscal 2025 and 2024, respectively.
Previous wording
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.
Current wording
Depreciation and amortization. Our depreciation and amortization expense was approximately $0.3 million for the nine months ended March 31, 2025 compared to approximately $0.2 million for the nine months ended March 31, 2024.
Previous wording
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 wording
Interest expense. Our interest expense was approximately $0.1 for the nine months ended March 31, 2025 compared to approximately $0.1 for the nine months ended March 31, 2024.
Previous 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.
Current wording
Income tax expense. Our income tax expense was approximately $2.5 million for the nine months ended March 31, 2025 compared to approximately $1.7 million for the nine months ended March 31, 2024, an increase of approximately $0.8 million, or approximately 47%. The increase is primarily attributable to the increase in income.
Previous wording
*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 wording
*Net Income.*Our net income was approximately $6.3 million for the nine months ended March 31, 2025 compared to approximately $4.1 million for the nine months ended March 31, 2024, an increase of approximately $2.2 million, or approximately 53.6%, due to the reasons mentioned above.
Previous 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.
Current wording
Our cash and cash equivalents were approximately $17.3 million and $10.4 million as of March 31, 2025, and June 30, 2024, respectively.
Previous wording
Capital expenditures were approximately $0.4 million and $0.3 million for the six months ended December 31, 2024, and 2023, respectively.
Current wording
Capital expenditures were approximately $0.8 million and $0.4 million for the nine months ended March 31, 2025 and 2024, respectively.
Previous wording
Cash Flow Activities for the Six Months Ended December 31, 2024 and 2023
Current wording
Cash Flow Activities for the Nine Months Ended March 31, 2025 and 2024
Previous 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.
Current wording
Net cash provided by operating activities was approximately $4.8 million and $2.7 million for the nine months ended March 31, 2025, and 2024, respectively. The increase of approximately $2.1 million is primarily attributable to an increase in earnings.
Previous 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.
Current wording
Net cash used in investing activities was approximately $6.9 million for the nine months ended March 31, 2025, and approximately $0.4 million for the nine months ended March 31, 2024, an increase of approximately $6.5 million primarily attributed to the acquisition of CCMCC of $6.1 million.
Previous 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”).
Current wording
Net cash provided by financing activities was approximately $9.1 million for the nine months ended March 31, 2025, and net cash used of approximately $0.2 million for the nine months ended March 31, 2024, an increase of approximately $8.9 million due to the net proceeds of $9.2 million from our initial public offering (“IPO”), offset by certain debt repayments.
Previous 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.
Current wording
We believe that inflation has not had a material impact on our results of operations for the three or nine months ended March 31, 2025, and 2024. There can be no assurance that future inflation will not have an adverse impact on our operating results and financial condition.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
As previously reported, there are indications based on 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. See Form 10-Q, February 13, 2025, at “Regulatory Updates.”
Rearranged previous paragraphs (1)
Previous report — wording carried 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.