Summary of changes made to restatement |
LEGACY EDUCATION ALLIANCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
|
|
As Previously Reported June 30, |
|
|
Restatement |
|
|
As Restated June 30, |
|
|
December 31, |
|
|
|
2017 |
|
|
Adjustments |
|
|
2017 |
|
|
2016 |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
4,705 |
|
|
|
- |
|
|
|
4,705 |
|
|
|
1,711 |
|
Restricted cash |
|
|
3,403 |
|
|
|
- |
|
|
|
3,403 |
|
|
|
3,148 |
|
Deferred course expenses |
|
|
9,711 |
|
|
|
(247 |
) |
|
|
9,464 |
|
|
|
9,067 |
|
Prepaid expenses and other current assets |
|
|
4,083 |
|
|
|
- |
|
|
|
4,083 |
|
|
|
3,458 |
|
Inventory |
|
|
373 |
|
|
|
- |
|
|
|
373 |
|
|
|
348 |
|
Total current assets |
|
|
22,275 |
|
|
|
(247 |
) |
|
|
22,028 |
|
|
|
17,732 |
|
Property and equipment, net |
|
|
1,170 |
|
|
|
- |
|
|
|
1,170 |
|
|
|
1,130 |
|
Deferred tax asset, net |
|
|
1,563 |
|
|
|
(27 |
) |
|
|
1,536 |
|
|
|
1,295 |
|
Other assets |
|
|
305 |
|
|
|
- |
|
|
|
305 |
|
|
|
207 |
|
Total assets |
|
|
25,313 |
|
|
|
(274 |
) |
|
|
25,039 |
|
|
|
20,364 |
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
|
3,049 |
|
|
|
- |
|
|
|
3,049 |
|
|
|
3,344 |
|
Royalties payable |
|
|
376 |
|
|
|
- |
|
|
|
376 |
|
|
|
175 |
|
Accrued course expenses |
|
|
1,840 |
|
|
|
- |
|
|
|
1,840 |
|
|
|
1,082 |
|
Accrued salaries, wages and benefits |
|
|
1,127 |
|
|
|
- |
|
|
|
1,127 |
|
|
|
840 |
|
Other accrued expenses |
|
|
2,583 |
|
|
|
- |
|
|
|
2,583 |
|
|
|
2,052 |
|
Long-term debt, current portion |
|
|
11 |
|
|
|
- |
|
|
|
11 |
|
|
|
11 |
|
Deferred revenue, current portion |
|
|
57,397 |
|
|
|
(578 |
) |
|
|
56,819 |
|
|
|
54,389 |
|
Total current liabilities |
|
|
66,383 |
|
|
|
(578 |
) |
|
|
65,805 |
|
|
|
61,893 |
|
Long-term debt, net of current portion |
|
|
26 |
|
|
|
- |
|
|
|
26 |
|
|
|
31 |
|
Deferred revenue, net of current portion |
|
|
555 |
|
|
|
- |
|
|
|
555 |
|
|
|
235 |
|
Other liabilities |
|
|
479 |
|
|
|
(118 |
) |
|
|
361 |
|
|
|
379 |
|
Total liabilities |
|
|
67,443 |
|
|
|
(696 |
) |
|
|
66,747 |
|
|
|
62,538 |
|
Commitments and contingencies (Note 10) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ deficit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, none issued |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Common stock, $0.0001 par value, 200,000,000 shares authorized, 23,030,929 and 22,630,927 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively |
|
|
2 |
|
|
|
- |
|
|
|
2 |
|
|
|
2 |
|
Additional paid-in capital |
|
|
11,180 |
|
|
|
- |
|
|
|
11,180 |
|
|
|
11,073 |
|
Cumulative foreign currency translation adjustment |
|
|
1,390 |
|
|
|
- |
|
|
|
1,390 |
|
|
|
2,668 |
|
Accumulated deficit |
|
|
(54,702 |
) |
|
|
422 |
|
|
|
(54,280 |
) |
|
|
(55,917 |
) |
Total stockholders’ deficit |
|
|
(42,130 |
) |
|
|
422 |
|
|
|
(41,708 |
) |
|
|
(42,174 |
) |
Total liabilities and stockholders’ deficit |
|
|
25,313 |
|
|
|
(274 |
) |
|
|
25,039 |
|
|
|
20,364 |
|
LEGACY EDUCATION ALLIANCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(In thousands, except share data)
|
|
As Previously Reported Three months ended Jun 30, 2017 |
|
|
Restatement Adjustments |
|
|
As Restated Three months ended Jun 30, 2017 |
|
|
Three months ended Jun 30, 2016 |
|
|
As Previously Reported Three months ended Jun 30, 2017 |
|
|
Restatement Adjustments |
|
|
As Restated Three months ended Jun 30, 2017 |
|
|
Three months ended Jun 30, 2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
24,780 |
|
|
$ |
1,428 |
|
|
$ |
26,208 |
|
|
$ |
23,375 |
|
|
$ |
47,595 |
|
|
$ |
578 |
|
|
$ |
48,173 |
|
|
$ |
46,113 |
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct course expenses |
|
|
13,007 |
|
|
|
213 |
|
|
|
13,220 |
|
|
|
12,584 |
|
|
|
25,836 |
|
|
|
247 |
|
|
|
26,083 |
|
|
|
24,238 |
|
Advertising and sales expenses |
|
|
5,131 |
|
|
|
0 |
|
|
|
5,131 |
|
|
|
5,322 |
|
|
|
9,722 |
|
|
|
0 |
|
|
|
9,722 |
|
|
|
10,589 |
|
Royalty expenses |
|
|
1,639 |
|
|
|
0 |
|
|
|
1,639 |
|
|
|
1,070 |
|
|
|
2,532 |
|
|
|
0 |
|
|
|
2,532 |
|
|
|
2,043 |
|
General and administrative expenses |
|
|
4,231 |
|
|
|
0 |
|
|
|
4,231 |
|
|
|
3,685 |
|
|
|
8,572 |
|
|
|
0 |
|
|
|
8,572 |
|
|
|
7,744 |
|
Total operating costs and expenses |
|
|
24,008 |
|
|
|
213 |
|
|
|
24,221 |
|
|
|
22,661 |
|
|
|
46,662 |
|
|
|
247 |
|
|
|
46,909 |
|
|
|
44,614 |
|
Income from operations |
|
|
772 |
|
|
|
1,215 |
|
|
|
1,987 |
|
|
|
714 |
|
|
|
933 |
|
|
|
331 |
|
|
|
1,264 |
|
|
|
1,499 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income (expense), net |
|
|
(2 |
) |
|
|
0 |
|
|
|
(2 |
) |
|
|
1 |
|
|
|
(5 |
) |
|
|
0 |
|
|
|
(5 |
) |
|
|
(2 |
) |
Other income, net |
|
|
69 |
|
|
|
- |
|
|
|
69 |
|
|
|
319 |
|
|
|
152 |
|
|
|
- |
|
|
|
152 |
|
|
|
140 |
|
Total other income (expense), net |
|
|
67 |
|
|
|
0 |
|
|
|
67 |
|
|
|
320 |
|
|
|
147 |
|
|
|
0 |
|
|
|
147 |
|
|
|
138 |
|
Income before income taxes |
|
|
839 |
|
|
|
1,215 |
|
|
|
2,054 |
|
|
|
1,034 |
|
|
|
1,080 |
|
|
|
331 |
|
|
|
1,411 |
|
|
|
1,637 |
|
Income tax benefit/(expense) |
|
|
156 |
|
|
|
(263 |
) |
|
|
(107 |
) |
|
|
(9 |
) |
|
|
135 |
|
|
|
91 |
|
|
|
226 |
|
|
|
(19 |
) |
Net income |
|
$ |
995 |
|
|
$ |
952 |
|
|
$ |
1,947 |
|
|
$ |
1,025 |
|
|
$ |
1,215 |
|
|
$ |
422 |
|
|
$ |
1,637 |
|
|
$ |
1,618 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share |
|
$ |
0.04 |
|
|
$ |
0.05 |
|
|
$ |
0.09 |
|
|
$ |
0.05 |
|
|
$ |
0.05 |
|
|
$ |
0.02 |
|
|
$ |
0.07 |
|
|
$ |
0.08 |
|
Diluted earnings per common share |
|
$ |
0.04 |
|
|
$ |
0.04 |
|
|
$ |
0.08 |
|
|
$ |
0.04 |
|
|
$ |
0.05 |
|
|
$ |
0.02 |
|
|
$ |
0.07 |
|
|
$ |
0.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average common shares outstanding |
|
|
21,284 |
|
|
|
0 |
|
|
|
21,284 |
|
|
|
20,961 |
|
|
|
21,284 |
|
|
|
0 |
|
|
|
21,284 |
|
|
|
20,961 |
|
Diluted weighted average common shares outstanding |
|
|
22,763 |
|
|
|
0 |
|
|
|
22,763 |
|
|
|
21,846 |
|
|
|
22,697 |
|
|
|
0 |
|
|
|
22,697 |
|
|
|
21,846 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income/(loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
995 |
|
|
$ |
952 |
|
|
$ |
1,947 |
|
|
$ |
1,025 |
|
|
$ |
1,215 |
|
|
$ |
422 |
|
|
$ |
1,637 |
|
|
$ |
1,618 |
|
Foreign currency translation adjustments, net of tax of $0 |
|
|
(980 |
) |
|
|
- |
|
|
|
(980 |
) |
|
|
1,474 |
|
|
|
(1,278 |
) |
|
|
- |
|
|
|
(1,278 |
) |
|
|
1,959 |
|
Total comprehensive income
(loss) |
|
$ |
15 |
|
|
$ |
952 |
|
|
$ |
967 |
|
|
$ |
2,499 |
|
|
$ |
(63 |
) |
|
$ |
422 |
|
|
$ |
359 |
|
|
$ |
3,577 |
|
LEGACY EDUCATION ALLIANCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
(Unaudited)
(In thousands)
|
|
Common stock |
|
|
Additional paid-in |
|
|
Cumulative foreign currency translation |
|
|
Accumulated |
|
|
Total stockholders’ |
|
|
|
Shares |
|
|
Amount |
|
|
capital |
|
|
adjustment |
|
|
deficit |
|
|
deficit |
|
Balance at December 31, 2016 |
|
|
22,631 |
|
|
$ |
2 |
|
|
$ |
11,073 |
|
|
$ |
2,668 |
|
|
$ |
(55,917 |
) |
|
$ |
(42,174 |
) |
Share-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
107 |
|
|
|
— |
|
|
|
— |
|
|
|
107 |
|
Issuance of common stock |
|
|
400 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Foreign currency translation adjustment, net of tax of $0 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,278 |
) |
|
|
— |
|
|
|
(1,278 |
) |
Net Income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,637 |
|
|
|
1,637 |
|
Balance at June 30, 2017 (Restated) |
|
|
23,031 |
|
|
$ |
2 |
|
|
$ |
11,180 |
|
|
$ |
1,390 |
|
|
$ |
(54,280 |
) |
|
$ |
(41,708 |
) |
LEGACY EDUCATION ALLIANCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
(Unaudited)
(In thousands)
|
|
As Previously Reported Six Months Ended June 30, 2017 |
|
|
Restatement Adjustments |
|
|
As Restated Six Months Ended June 30, 2017 |
|
|
Six Months Ended June 30, 2016
|
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
1,215 |
|
|
$ |
422 |
|
|
$ |
1,637 |
|
|
$ |
1,618 |
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
65 |
|
|
|
- |
|
|
|
65 |
|
|
|
78 |
|
Gain on change in fair value of derivatives |
|
|
(87 |
) |
|
|
- |
|
|
|
(87 |
) |
|
|
(3 |
) |
Share-based compensation |
|
|
107 |
|
|
|
- |
|
|
|
107 |
|
|
|
74 |
|
Deferred income taxes |
|
|
(264 |
) |
|
|
(91 |
) |
|
|
(355 |
) |
|
|
(1 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted cash |
|
|
(186 |
) |
|
|
- |
|
|
|
(186 |
) |
|
|
(721 |
) |
Deferred course expenses |
|
|
(487 |
) |
|
|
247 |
|
|
|
(240 |
) |
|
|
(161 |
) |
Prepaid expenses and other receivable |
|
|
(539 |
) |
|
|
- |
|
|
|
(539 |
) |
|
|
(447 |
) |
Inventory |
|
|
(18 |
) |
|
|
- |
|
|
|
(18 |
) |
|
|
180 |
|
Other assets |
|
|
(27 |
) |
|
|
— |
|
|
|
(27 |
) |
|
|
(3 |
) |
Accounts payable-trade |
|
|
(388 |
) |
|
|
- |
|
|
|
(388 |
) |
|
|
2,153 |
|
Royalties payable |
|
|
201 |
|
|
|
- |
|
|
|
201 |
|
|
|
103 |
|
Accrued course expenses |
|
|
725 |
|
|
|
- |
|
|
|
725 |
|
|
|
390 |
|
Accrued salaries, wages and benefits |
|
|
280 |
|
|
|
- |
|
|
|
280 |
|
|
|
(618 |
) |
Other accrued expenses |
|
|
656 |
|
|
|
- |
|
|
|
656 |
|
|
|
(1,124 |
) |
Deferred revenue |
|
|
1,832 |
|
|
|
(578 |
) |
|
|
1,254 |
|
|
|
(2,089 |
) |
Other liabilities |
|
|
100 |
|
|
|
- |
|
|
|
100 |
|
|
|
— |
|
Net cash provided by (used in) operating activities |
|
|
3,185 |
|
|
|
0 |
|
|
|
3,185 |
|
|
|
(571 |
) |
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(103 |
) |
|
|
- |
|
|
|
(103 |
) |
|
|
(37 |
) |
Net cash used in investing activities |
|
|
(103 |
) |
|
|
- |
|
|
|
(103 |
) |
|
|
(37 |
) |
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal payments on debt |
|
|
(5 |
) |
|
|
- |
|
|
|
(5 |
) |
|
|
(5 |
) |
Net cash used in financing activities |
|
|
(5 |
) |
|
|
- |
|
|
|
(5 |
) |
|
|
(5 |
) |
Effect of exchange rate differences on cash |
|
|
(83 |
) |
|
|
- |
|
|
|
(83 |
) |
|
|
703 |
|
Net increase in cash and cash equivalents |
|
|
2,994 |
|
|
|
0 |
|
|
|
2,994 |
|
|
|
90 |
|
Cash and cash equivalents, beginning of period |
|
$ |
1,711 |
|
|
$ |
- |
|
|
$ |
1,711 |
|
|
$ |
4,881 |
|
Cash and cash equivalents, end of period |
|
$ |
4,705 |
|
|
$ |
0 |
|
|
$ |
4,705 |
|
|
$ |
4,971 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for interest |
|
$ |
5 |
|
|
$ |
- |
|
|
$ |
5 |
|
|
$ |
5 |
|
Cash paid during the period for income taxes, net of refunds received |
|
$ |
30 |
|
|
$ |
2 |
|
|
$ |
32 |
|
|
$ |
34 |
|
|