Overview
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- TickerLGCY on NYSE1
- IndustryServices-Educational Services1
- HeadquartersTemecula, California1
- Incorporated inNV3
- Business address31625 Deportola Road, Suite 200, Temecula, Ca 925923
- Filer category, Emerging growth company3
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Science. CCC also offers an avocational Phlebotomy Technician program. As of June 30, 2026, CCC had 576 students enrolled in its programs.5 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2026
14.8%Operating margin2
11.4%Net margin2
24.8%Revenue growth, 20262
17.3%Return on equity2
0.00×Debt to equity2
$2.7MFree cash flow2
Where the money goes
Where each dollar of revenue went, fiscal 2026
- Other costs84¢$67.4M
- Income tax4¢$3.5M
- Profit11¢$9.1M
Out of $80.1M in revenue.2
Where each dollar of operating cash went, fiscal 2026
- Capital spending33¢$1.3M
- Kept or used elsewhere67¢$2.7M
Out of $4.0M of cash from operations.2
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.2
| Period ending | 2026-06-30 | 2025-06-30 |
|---|---|---|
| Tuition and related income, net | $80.1M | $64.2M |
| Educational services | $42.9M | $34.2M |
| General and administrative | $24.2M | $19.1M |
| General and administrative related party | $469.9K | $378.2K |
| Depreciation and amortization | $644.1K | $441.7K |
| Total costs and expenses | $68.2M | $54.2M |
| Operating income | $11.8M | $10.0M |
| Loss on disposal of fixed assets | -$14.8K | |
| Loss on debt settlement | -$333.2K | |
| Interest expenses | -$68.2K | -$112.7K |
| Interest income | $1.3M | $1.1M |
| Total other income | $871.6K | $1.0M |
| Income before income tax expenses | $12.7M | $11.0M |
| Income tax expenses | -$3.5M | -$3.5M |
| Net income | $9.1M | $7.5M |
| Basic net income per share | $0.73 | $0.65 |
| Diluted net income per share | $0.66 | $0.59 |
| Basic weighted average shares outstanding | 12.6M shares | 11.6M shares |
| Diluted weighted average shares outstanding | 13.9M shares | 12.7M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.2
| Period ending | 2026-06-30 | 2025-06-30 | 2024-06-30 |
|---|---|---|---|
| Cash and cash equivalents | $22.7M | $20.3M | |
| Accounts receivable, net of $1,994,492 and $1,641,052 allowance for doubtful accounts as of June 30, 2026 and June 30, 2025, respectively | $19.9M | $15.1M | |
| Prepaid expenses | $2.1M | $1.4M | |
| Other receivables | $1.1M | $302.4K | |
| Total current assets | $45.8M | $37.1M | |
| Property and equipment, net | $3.2M | $2.5M | |
| Operating lease right-of-use asset | $15.0M | $15.8M | |
| Financing lease right-of-use asset | $277.7K | $311.7K | |
| Intangible assets | $3.8M | $3.9M | |
| Goodwill | $6.8M | $6.9M | |
| Accounts receivable, long-term | $2.2M | $2.0M | |
| Deferred income tax assets | $730.9K | $395.5K | |
| Security deposits | $681.0K | $503.1K | |
| Total assets | $78.5M | $69.2M | |
| Accounts payable and accrued liabilities | $5.0M | $4.9M | |
| Accrued income tax payable | $380.7K | $596.2K | |
| Deferred, unearned tuition | $4.8M | $5.0M | |
| Other current liabilities | $3.2K | $3.2K | |
| Current portion of debt | $53.4K | $875.4K | |
| Debt owed, related party | $50.0K | $50.0K | |
| Current portion of financing lease | $71.5K | $64.0K | |
| Current portion of operating lease liability | $2.0M | $2.3M | |
| Total current liabilities | $12.4M | $13.8M | |
| Debt, net of current portion | $27.0K | $481.3K | |
| Financing lease, net of current portion | $79.9K | $151.4K | |
| Operating lease liability, net of current portion | $13.3M | $13.7M | |
| Total liabilities | $25.8M | $28.2M | |
| Common stock: $0.001 par value, 100,000,000 shares authorized, 12,797,221 and 12,452,670 shares issued and outstanding as of June 30, 2026 and June 30, 2025, respectively | $12.8K | $12.5K | |
| Additional paid in capital | $29.9M | $27.3M | |
| Retained earnings | $22.9M | $13.8M | |
| Total stockholders equity | $52.8M | $41.0M | $22.4M |
| Total liabilities and stockholders equity | $78.5M | $69.2M | |
| Allowance for doubtful accounts | $2.0M | $1.6M | $688.8K |
| Preferred stock, par value | $0.00 | $0.00 | |
| Preferred stock, authorized | 10.0M shares | 10.0M shares | |
| Preferred stock, shares issued | 0 shares | 0 shares | |
| Preferred stock, shares outstanding | 0 shares | 0 shares | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, shares authorized | 100.0M shares | 100.0M shares | |
| Common stock, shares issued | 12.8M shares | 12.5M shares | |
| Common stock, shares outstanding | 12.8M shares | 12.5M shares |
| Period ending | 2026-06-30 | 2025-06-30 | 2024-06-30 |
|---|---|---|---|
| Cash and cash equivalents | $22.7M | $20.3M | |
| Accounts receivable, net of $1,994,492 and $1,641,052 allowance for doubtful accounts as of June 30, 2026 and June 30, 2025, respectively | $19.9M | $15.1M | |
| Prepaid expenses | $2.1M | $1.4M | |
| Other receivables | $1.1M | $302.4K | |
| Total current assets | $45.8M | $37.1M | |
| Property and equipment, net | $3.2M | $2.5M | |
| Operating lease right-of-use asset | $15.0M | $15.8M | |
| Financing lease right-of-use asset | $277.7K | $311.7K | |
| Intangible assets | $3.8M | $3.9M | |
| Goodwill | $6.8M | $6.9M | |
| Accounts receivable, long-term | $2.2M | $2.0M | |
| Deferred income tax assets | $730.9K | $395.5K | |
| Security deposits | $681.0K | $503.1K | |
| Total assets | $78.5M | $69.2M | |
| Accounts payable and accrued liabilities | $5.0M | $4.9M | |
| Accrued income tax payable | $380.7K | $596.2K | |
| Deferred, unearned tuition | $4.8M | $5.0M | |
| Other current liabilities | $3.2K | $3.2K | |
| Current portion of debt | $53.4K | $875.4K | |
| Debt owed, related party | $50.0K | $50.0K | |
| Current portion of financing lease | $71.5K | $64.0K | |
| Current portion of operating lease liability | $2.0M | $2.3M | |
| Total current liabilities | $12.4M | $13.8M | |
| Debt, net of current portion | $27.0K | $481.3K | |
| Financing lease, net of current portion | $79.9K | $151.4K | |
| Operating lease liability, net of current portion | $13.3M | $13.7M | |
| Total liabilities | $25.8M | $28.2M | |
| Common stock: $0.001 par value, 100,000,000 shares authorized, 12,797,221 and 12,452,670 shares issued and outstanding as of June 30, 2026 and June 30, 2025, respectively | $12.8K | $12.5K | |
| Additional paid in capital | $29.9M | $27.3M | |
| Retained earnings | $22.9M | $13.8M | |
| Total stockholders equity | $52.8M | $41.0M | $22.4M |
| Total liabilities and stockholders equity | $78.5M | $69.2M | |
| Allowance for doubtful accounts | $2.0M | $1.6M | $688.8K |
| Preferred stock, par value | $0.00 | $0.00 | |
| Preferred stock, authorized | 10.0M shares | 10.0M shares | |
| Preferred stock, shares issued | 0 shares | 0 shares | |
| Preferred stock, shares outstanding | 0 shares | 0 shares | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, shares authorized | 100.0M shares | 100.0M shares | |
| Common stock, shares issued | 12.8M shares | 12.5M shares | |
| Common stock, shares outstanding | 12.8M shares | 12.5M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.2
| Period ending | 2026-06-30 | 2025-06-30 |
|---|---|---|
| Net income | $9.1M | $7.5M |
| Loss on disposal of fixed assets | $14.8K | |
| Loss on debt settlement | $333.2K | |
| Non cash compensation | $1.2M | $552.8K |
| Depreciation & amortization | $644.1K | $441.7K |
| Deferred income tax | -$335.4K | $502.5K |
| Provision for credit losses | $4.0M | $3.4M |
| Accounts receivable, net | -$9.0M | -$3.9M |
| Prepaid expenses | -$756.2K | -$327.1K |
| Other receivable | -$768.5K | -$161.5K |
| Other assets | -$103.5K | -$54.3K |
| Accounts payable and accrued liabilities | $69.5K | $1.1M |
| Income tax payable | -$215.6K | -$847.1K |
| Deferred unearned tuition | -$172.4K | -$465.5K |
| Net cash provided by operating activities | $4.0M | $7.8M |
| Cash paid under APA | -$6.1M | |
| Purchases of property and equipment | -$1.3M | -$844.3K |
| Net cash used in investing activities | -$1.3M | -$7.0M |
| Proceeds from IPO, net of offering cost | $9.2M | |
| Proceeds from exercise of options | $578.2K | $374.6K |
| Principal payment on finance lease | -$64.0K | -$57.3K |
| Principal payments on debt | -$780.6K | -$330.8K |
| Net cash provided by (used in) financing activities | -$266.3K | $9.1M |
| Net increase in cash and cash equivalents and restricted cash | $2.4M | $9.9M |
| Cash paid during the periods for interest | $68.2K | $136.3K |
| Cash paid during the periods for income taxes | $3.8M | $3.8M |
| Non-cash purchase of equipment | $567.5K | |
| Prepaid expense reclassified to offering costs | $276.9K | |
| Common stock issued as part of APA | $1.0M | |
| Promissory note under APA | $400.0K | |
| Net identifiable assets acquired under APA | -$205.7K | |
| Common stock issued to settle debt | $500.0K |
No quarter-by-quarter statement was filed.
Corporate structure
Legacy Education Inc. sits at the top of its group. 4 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Legacy Education Inc.
- Mink Brook Asset Management LLC Filed SCHEDULE 13G on Legacy Education Inc., latest Oct 1, 2026
- ROYCE & ASSOCIATES LP Filed SCHEDULE 13G/A on Legacy Education Inc., latest Jul 22, 2025 (2 filings since Jan 28, 2025)
- Michael J. Garnick Filed SCHEDULE 13G on Legacy Education Inc., latest Nov 12, 2024
- Robert Derose Filed SC 13G on Legacy Education Inc., latest Oct 4, 2024
- Leeann Rohmann Filed SC 13D on Legacy Education Inc., latest Oct 3, 2024
- Legacy Education Inc. Temecula, California
- Advanced Health Services, LLC Subsidiary · California, United States
- Legacy Education Antioch, LLC Subsidiary · California, United States
- Legacy Education Monterey, L.L.C. Subsidiary · California, United States
Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Legacy Education Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $5.8M2 Jun 30, 2026 | $4.5M2 Jun 30, 2025 | +29.7% |
| Accumulated depreciation | $2.6M2 Jun 30, 2026 | $2.0M2 Jun 30, 2025 | +29.6% |
| Property and equipment, net | $3.2M2 Jun 30, 2026 | $2.5M2 Jun 30, 2025 | +29.8% |
| Finance-lease assets | $277.7K2 Jun 30, 2026 | $311.7K2 Jun 30, 2025 | −10.9% |
| Operating-lease assets (leased space) | $15.0M2 Jun 30, 2026 | $15.8M2 Jun 30, 2025 | −5.0% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $22.7M2 Jun 30, 2026 | $20.3M2 Jun 30, 2025 | +11.9% |
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Goodwill | $6.8M2 Jun 30, 2026 | $6.9M2 Jun 30, 2025 | −0.1% |
| Intangible assets, net (excluding goodwill) | $3.8M2 Jun 30, 2026 | $3.9M2 Jun 30, 2025 | −0.5% |
| Finite-lived intangibles, gross | $10.7M2 Jun 30, 2026 | $10.8M2 Jun 30, 2025 | 0% |
| Accumulated amortization | $59.9K2 Jun 30, 2026 | $40.3K2 Jun 30, 2025 | +48.7% |
Properties, in its own words
Our executive office, which we lease on a month-to-month basis, is located at 701 W Avenue K, Suite 123, Lancaster, CA 93534. We lease property in California for academic operations, corporate functions, enrollment services and student support services. Below is a table summarizing our leased properties as of June 30, 2026:
Number of Buildings · Location · Total Square Footage · Lease Expiration
The rest of Item 2
1 · Bakersfield, CA · 26,515 · 2026
1 · Lancaster, CA · 34,446 · Month-to-month & 2029
1 · Temecula, CA · 22,025 · 2026 & 2031
2 · Salinas, CA · 47,892 · 2027 & 2032
1 · Pasadena, CA · 8,879 · 2027
1 · Antioch, CA · 32,235 · 2035
In September 2026, CCC entered into a lease for approximately 28,218 square feet in Houston, Texas for its planned new campus. The lease has an initial term of 130 months following the commencement date defined in the lease, and includes an option to renew for one additional seven-year term.
Our facilities are utilized consistent with management’s expectations, and we believe such facilities are suitable and adequate for current requirements and that additional space can be obtained on commercially reasonable terms to meet any future requirements.
Item 2 of the 10-K filed Sep 24, 2026.5
Leadership
Who has led Legacy Education Inc., and when. Pick a name to see everywhere that person has worked.
- Chief executive officerLeeann Rohmann Sep 25, 2024 to now10
- Chief financial officerBrandon Pope Sep 25, 2024 to now11
Board members and other officers (7)
- Chief Academic OfficerRagheb Milad Sep 25, 2024 to now12
- Board memberJanis L. Paulson Oct 15, 2025 to now13
- Board memberZwade J. Marshall Oct 15, 2025 to now14
- Board memberBlaine Faulkner Sep 25, 2024 to now15
- Board memberGerald Amato Sep 25, 2024 to now16
- Board memberLeeann Rohmann Sep 25, 2024 to now10
- Board memberPeggy Tiderman Sep 25, 2024 to now17
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- Advanced Health Services, LLC California4
- Legacy Education Antioch, LLC California4
- Legacy Education Monterey, L.L.C. California4
- Legacy Education, LLC California4
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Timeline
- Sep 29, 20268-K Results of operations18
- Aug 5, 20268-K Other events19
- May 14, 20268-K Results of operations20
- Mar 17, 20268-K Other events21
- Jan 7, 20268-K Other events22
- Dec 16, 20258-K Shareholder vote23
- Nov 14, 20258-K Results of operations24
- Oct 14, 20258-K Other events25
- Sep 25, 20258-K Results of operations26
- Sep 12, 20258-K Executive or director change27
- May 19, 20258-K Other events28
- May 15, 20258-K Results of operations29
- Sep 25, 2024New chief executive Leeann Rohmann becomes CEO10
Calendar
Coming up
- Nov 12, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.16 a share, on Nov 13, 2025.30
When it reported results
- Sep 29, 2026Reported quarterly or annual results18
- May 14, 2026Reported quarterly or annual results20
- Nov 14, 2025Reported quarterly or annual results24
- Sep 25, 2025Reported quarterly or annual results26
- May 15, 2025Reported quarterly or annual results29
- Feb 13, 2025Reported quarterly or annual results31
- Nov 14, 2024Reported quarterly or annual results32
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
112 filings to the SEC since October 2021: 3 annual reports, 6 quarterly reports, 20 major events, 39 insider forms, 6 large holders, 38 other. The latest 20:
- Oct 13, 20264 EDGAR
- Oct 1, 2026SCHEDULE 13G EDGAR
- Sep 29, 20268-K EDGAR
- Sep 24, 202610-K EDGAR
- Sep 9, 20264 EDGAR
- Sep 8, 2026144 EDGAR
- Aug 11, 20264 EDGAR
- Aug 5, 20268-K EDGAR
- Jul 9, 20264 EDGAR
- Jun 9, 20264 EDGAR
- Jun 5, 2026144 EDGAR
- Jun 4, 2026144 EDGAR
- May 29, 20264 EDGAR
- May 28, 2026144 EDGAR
- May 14, 20268-K EDGAR
- May 14, 202610-Q EDGAR
- Mar 17, 20268-K EDGAR
- Mar 3, 20264 EDGAR
- Feb 26, 2026144 EDGAR
- Feb 12, 202610-Q EDGAR
The 112 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
23 open-market trades by officers, directors and large owners since October 2021: 14 buys and 9 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Aug 10, 2026 | Rohmann LeeAnnChief Executive Officer | Sale | 5,000 | $10.56 | $52.8K | Form 4 |
| Aug 10, 2026 | Rohmann LeeAnnChief Executive Officer | Sale | 5,000 | $11.30 | $56.5K | Form 4 |
| Jul 8, 2026 | Rohmann LeeAnnChief Executive Officer | Sale | 5,000 | $11.50 | $57.5K | Form 4 |
| Jun 5, 2026 | Rohmann LeeAnnChief Executive Officer | Sale | 5,000 | $10.97 | $54.9K | Form 4 |
| May 28, 2026 | Amato GeraldDirector | Sale | 2,000 | $11.20 | $22.4K | Form 4 |
| Mar 2, 2026 | Amato GeraldDirector | Sale | 2,000 | $14.15 | $28.3K | Form 4 |
| Nov 18, 2025 | Rohmann LeeAnnChief Executive Officer | Buy | 5,000 | $8.68 | $43.4K | Form 4 |
| Jun 10, 2025 | Amato GeraldDirector | Sale | 5,986 | $9.58 | $57.3K | Form 4 |
| Jun 9, 2025 | Amato GeraldDirector | Sale | 14 | $9.60 | $134 | Form 4 |
| Jun 5, 2025 | Amato GeraldDirector | Sale | 5,000 | $9.36 | $46.8K | Form 4 |
| Mar 13, 2025 | DEROSE ROBERT10% owner | Buy | 2,776 | $6.67 | $18.5K | Form 4 |
| Mar 12, 2025 | DEROSE ROBERT10% owner | Buy | 224 | $6.60 | $1.5K | Form 4 |
| Feb 14, 2025 | deRose Susan10% owner | Buy | 2,000 | $8.29 | $16.6K | Form 4 |
| Jan 13, 2025 | deRose Susan10% owner | Buy | 3,000 | $7.55 | $22.6K | Form 4 |
| Dec 16, 2024 | Robert D. deRose & Susan deRose Family Trust DTD 11/18/198610% owner | Buy | 2,000 | $9.10 | $18.2K | Form 4 |
| Nov 20, 2024 | deRose Susan10% owner | Buy | 1,000 | $6.83 | $6.8K | Form 4 |
| Nov 15, 2024 | DEROSE ROBERT10% owner | Buy | 2,500 | $6.98 | $17.4K | Form 4 |
| Oct 23, 2024 | DEROSE ROBERT10% owner | Buy | 2,500 | $5.40 | $13.5K | Form 4 |
| Oct 22, 2024 | Milad RaghebChief Academic Officer | Buy | 335 | $5.84 | $2.0K | Form 4 |
| Oct 7, 2024 | DEROSE ROBERT10% owner | Buy | 5,000 | $5.08 | $25.4K | Form 4 |
All 23 trades can be filtered by person here when JavaScript is on.
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Mink Brook Asset Management LLCSCHEDULE 13G, 1 filing Oct 1, 202633
- ROYCE & ASSOCIATES LPSCHEDULE 13G/A, 2 filings Jan 28, 2025 to Jul 22, 202534
- Michael J. GarnickSCHEDULE 13G, 1 filing Nov 12, 202435
- Robert DeroseSC 13G, 1 filing Oct 4, 202436
- Leeann RohmannSC 13D, 1 filing Oct 3, 202437
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2025 | LeeAnn Rohmann | 58 | $363.8K | $2.1M38 |
| 2025 | Brandon Pope | 61 | $263.2K | $916.4K38 |
| 2025 | Ragheb Milad | 45 | $245.7K | $878.9K38 |
| 2024 | Chief Executive Officer | $295.8K | $983.4K38 | |
| 2024 | Chief Financial Officer | $228.1K | $684.9K38 | |
| 2024 | Chief Academic Officer | $212.9K | $652.6K38 |
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 50. Change is in shares since the quarter before.
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How Legacy Education Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARLegacy Education Inc.1
- CIK0001836754
- Employer ID (EIN)84-51679575
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company5
- Incorporated inNevada5
- Fiscal year endsJune 301
- Industry code (SIC)8200 Services-Educational Services1
- SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
- Business address31625 Deportola Road, Suite 200, Temecula, CA 925921
- Phone951-297-34401
- Shares outstanding12,813,238 shares as of Sep 23, 20265
- Public float$101.1M as of Dec 31, 20255
- AuditorL J Soldinger Associates, LLC, Deer Park, IL PCAOB ID 318; no auditor attestation of internal control over financial reporting5
- On EDGAR sinceFeb 24, 20211
- Filings121 in all: 4 (30), 8-K (19), 3 (9), DRSLTR (8), UPLOAD (8), 10-Q (6), 144 (6), DRS/A (6)1
All 28 form types
CORRESP (4), 10-K (3), S-1/A (3), SCHEDULE 13G (3), 424B4 (1), 8-A12B (1), 8-K/A (1), ARS (1), CERT (1), DEF 14A (1), DEFA14A (1), DRS (1), EFFECT (1), FWP (1), NT 10-K (1), S-1 (1), S-8 (1), SC 13D (1), SC 13G (1), SCHEDULE 13G/A (1)
- Latest filingsAnnual report (10-K) Sep 24, 2026
Quarterly report (10-Q) May 14, 2026
Proxy statement (DEF 14A) Oct 24, 2025
Latest 8-K (8-K) Sep 29, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common stock, $0.001 par value | LGCY | NYSE American LLC |
From the cover page of the 10-K filed Sep 24, 2026 (Section 12(b) of the Exchange Act).5
Risk factors and legal proceedings
The risks Legacy Education Inc. names in Item 1A of its 10-K filed Sep 24, 2026: 48 risks under these headings, as written.5
- Risks Related to the Highly Regulated Field in Which We Operate
- If our institutions fail to comply with the extensive educational regulatory requirements applicable to our business, we could incur financial penalties, restrictions on our operations, loss of federal and state financial aid funding for our students, loss of accreditation, or loss of our authorization to operate our institutions or our educational programs.
- Any failure to comply with state laws and regulatory requirements, including educational regulations, or new state legislative or regulatory initiatives affecting our institutions, could have a material adverse effect on our total student enrollment, results of operations, financial condition and cash flows.
- If one or more of our institutions fails to maintain institutional accreditation, or if certain of our programs cannot obtain or maintain programmatic accreditation, our student enrollments would diminish, and our business would suffer.
- ED Recognition of Accrediting Agencies.
- Congress may revise the laws governing the Title IV Programs or reduce funding for those programs which could reduce our enrollment and revenue and increase costs of operations.
- Executive action could affect access to Title IV funding which could reduce our enrollment and revenue and increase costs of operations.
- Additional ED or other rulemaking could materially and adversely affect our operations, business, results of operations, financial condition and cash flows.
- ED’s financial value transparency, gainful employment, and accountability regulations may limit the programs we can offer students and increase our cost of operations.
- ED’s “borrower defense to repayment” regulations may subject us to significant repayment liability to ED for discharged federal student loans, posting of substantial letters of credit and other requirements that could have a material adverse effect on us.
- A failure to maintain compliance with ED’s “financial responsibility” requirements would have negative impacts on our operations.
- A failure to maintain compliance with ED’s “administrative capability” requirements would negatively impact our operations.
The other 37 risks
- Our institutions could be subject to liabilities and sanctions if they violate ED regulations and guidance limiting compensation to individuals and entities involved in certain recruiting, admissions or financial aid activities.
- Our institutions could lose their eligibility to participate in the Title IV programs if the percentage of their revenues derived from applicable federal educational assistance programs is too high.
- Our institutions could lose their eligibility to participate in the Title IV Programs or have other limitations placed upon them if their federal student loan cohort default rates are greater than the standards set forth in the HEA and implemented by ED.
- If ED denies, or significantly conditions, recertification of any of our institutions to participate in the Title IV Programs, that institution could not conduct its business as it is currently conducted and it could have an adverse effect on our business and results of operations.
- If we acquire an institution, the acquisition generally constitutes a change in ownership and control that requires the institution to obtain approvals from ED and applicable state and accrediting agencies in order to remain eligible to participate in the Title IV Programs and continue to operate as an accredited institution in the states where the institution operates.
- Other types of transactions could constitute a change in ownership and control that requires the institution to obtain approvals from ED and applicable state and accrediting agencies in order to remain eligible to participate in the Title IV Programs and continue to operate as an accredited institution in the states where the institution operates and may subject the institution to further conditions or restrictions as a result.
- Our failure to comply with laws and regulations regarding prohibited misrepresentation could result in sanctions, liabilities or litigation that could have an adverse effect on our business and results of operations.
- If our institutions fail to comply with regulations regarding accurate and timely refunds and returns of Title IV Program funds in connection with students who withdraw from their programs, we could be subject to liabilities and sanctions.
- If our institutions open new campuses or add or change new educational programs, we may be required to obtain approvals from ED and state and accrediting agencies.
- If our students’ access to financial aid from state sources, from federal sources other than the Title IV Programs, or from alternative loan programs is lost or reduced, it could impact our results of operations.
- Government and regulatory agencies and third parties may conduct compliance reviews and audits or bring actions against us that could result in monetary liabilities, injunctions, loss of eligibility for the Title IV Programs or other adverse outcomes.
- The failure of any of our institutions to detect and prevent financial aid fraud could result in liabilities, loss of accreditation or Title IV eligibility, or third-party claims.
- Risks Related to Our Business
- If we fail to comply with the rules under Sarbanes-Oxley related to accounting controls and procedures in the future, or, if we discover material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult.
- Our financial performance depends on the level of student enrollment in our institutions.
- We compete with a variety of educational institutions and if we are unable to compete effectively, our total student enrollment and revenue could be adversely impacted.
- Our financial performance depends on our ability to develop awareness among, and enroll and retain, students in our institutions and programs in a cost effective manner.
- If we are unable to successfully resolve future litigation and regulatory and governmental inquiries involving us, or face regulatory actions or litigation, our financial condition and results of operations could be adversely affected.
- Our future financial condition and results of operations could be materially adversely affected if we are required to write down the carrying value of non-financial assets and non-financial liabilities, including long-lived assets, deferred tax assets and goodwill and intangible assets, such as our trade names.
- The loss of our key personnel could harm us.
- We may be compelled to terminate programs due to regulatory considerations or declining enrollments and may incur additional costs and expenses, or fail to achieve anticipated cost savings and business efficiencies, associated with past or future exit or restructuring activities.
- Our financial performance depends, in part, on our ability to keep pace with changing market needs and technology.
- Government regulations relating to the Internet could increase our cost of doing business or otherwise have a material adverse effect on our business.
- We are subject to privacy and information security laws and regulations due to our collection and use of personal information, and any violations of those laws or regulations, or any breach, theft or loss of that information, could adversely affect our reputation and operations.
- System disruptions and vulnerability from security risks to our online technology infrastructure could have a material adverse effect on our ability to attract and retain students.
- We may incur liability for the unauthorized duplication or distribution of class materials posted online for class discussions.
- We rely on proprietary rights and intellectual property in conducting our business, which may not be adequately protected under current laws, and we may encounter disputes from time to time relating to our use of intellectual property of third parties.
- We may acquire other companies or technologies which could divert our management’s attention, result in dilution to our shareholders and otherwise disrupt our operations and adversely affect our operating results.
- Risks Related to Our Common Stock
- We are subject to the rules and regulations of the NYSE American and are required to comply with certain continued exchange listing standards and requirements or be subject to delisting.
- Our stock price may be volatile, and you could lose all or part of your investment.
- Future sales and issuances of our securities could result in additional dilution of the percentage ownership of our shareholders and could cause our share price to fall.
- We do not intend to pay cash dividends.
- Market and economic conditions may negatively impact our business, financial condition, and share price.
- Our Bylaws provide that the Eighth Judicial District Court of Clark County, Nevada will be the sole and exclusive forum for substantially all disputes between the Company and its stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with the Company or its directors, officers or employees.
- Certain provisions of our Articles of Incorporation and Nevada law make it more difficult for a third party to acquire us and make a takeover more difficult to complete, even if such a transaction were in stockholders’ interest.
- General Risk Factors
- If securities or industry analysts do not publish research or publish inaccurate or unfavorable research reports about our business, our stock price and trading volume could decline.
- We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our securities less attractive to investors.
- Financial reporting obligations of being a public company in the U.S. are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters.
Legal proceedings
From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.
The opening of Item 3, Legal Proceedings.5
Sources
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- 12SEC EDGARRagheb Milad, Chief Academic Officer
- 13SEC EDGARJanis L. Paulson, Board member
- 14SEC EDGARZwade J. Marshall, Board member
- 15SEC EDGARBlaine Faulkner, Board member
- 16SEC EDGARGerald Amato, Board member
- 17SEC EDGARPeggy Tiderman, Board member
- 18SEC EDGARResults of operations
- 19SEC EDGAROther events
- 20SEC EDGARResults of operations
- 21SEC EDGAROther events
- 22SEC EDGAROther events
- 23SEC EDGARShareholder vote
- 24SEC EDGARResults of operations
- 25SEC EDGAROther events
- 26SEC EDGARResults of operations
- 27SEC EDGARExecutive or director change
- 28SEC EDGAROther events
- 29SEC EDGARResults of operations
- 30NasdaqNasdaq calendar
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