UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
Commission
File Number:
(Exact Name of Registrant as Specified in its Charter)
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) | |
| ( | ||
| (Address
of principal executive offices, including zip code) |
(Registrant’s
telephone number, including area code) |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
| Large Accelerated filer: | ☐ | Accelerated filer: | ☐ |
| ☒ | Smaller reporting company: | ||
| Emerging growth company: |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Number of shares of Legacy Education Alliance, Inc. Common Stock, $0.0001 par value, outstanding as of August 15, 2022: .
Index to Quarterly Report
on Form 10-Q for
Quarter Ended June 30, 2022
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Some of the statements in this Quarterly Report on Form 10-Q under the headings “Consolidated Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We may also make written or oral forward-looking statements in our periodic reports on Forms 10-Q and 8-K, in press releases and other written materials and in oral statements made by our officers, directors or employees to third parties. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements are often characterized by the use of words such as “outlook, “believes,” “estimates,” “expects,” “projects,” “may,” “intends,” “plans,” “anticipates,” “foresees,” “future,” or by discussions of strategy, plans or intentions; including, but not limited to, our discussions regarding the results projected from the introduction of new brands, products and services, expansion into new geographic markets, combinations with third parties, including, but not limited to our licensors; the development of ecommerce capabilities; projections of international growth; projected increase in profitability from our symposium-style course delivery model that should lead to increased margins; our ability to address or manage corruption concerns in certain locations in which we operate; our ability to address and manage cyber-security risks; our ability to protect our intellectual property, on which our business is substantially dependent; our expectations regarding future divided payments; our ability to manage our relationships with credit card processors, and our expectations regarding the impact of general economic conditions on our business; the effects of the COVID-19 coronavirus pandemic on the global and national economies and on our business operations; and the estimates and matters described under the caption “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our assumptions used for the purposes of the forward-looking statements represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances, including the development, acceptance and sales of our products and our ability to raise additional funding sufficient to implement our strategy. Such forward-looking statements involve assumptions, known and unknown risks, uncertainties, and other important factors that could cause the actual results, performance or our achievements, or industry results, to differ materially from historical results, any future results, or performance or achievements expressed or implied by such forward-looking statements. There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this report. Important factors that could cause our actual results to differ materially from those expressed as forward-looking statements are set forth in this report, in our latest Annual Report on Form 10-K, including but not limited to “Part I, Item 1A. Risk Factors” and “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” therein, and in our other filings with the Securities and Exchange Commission (the “SEC”). There may be other factors of which we are currently unaware or deem immaterial that may cause our actual results to differ materially from the forward-looking statements. Although we believe the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and, therefore, also the forward-looking statements based on these assumptions could themselves prove to be inaccurate. In addition, to the extent any inconsistency or conflict exists between the information included in this report and the information included in our prior reports and other filings with the SEC, the information contained in this report updates and supersedes such information.
Forward-looking statements are based on current plans, estimates, assumptions and projections, and therefore you should not place undue reliance on them. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them publicly in light of new information or future events.
Presentation of Financial Statements
The terms “Legacy Education Alliance, Inc.,” the “Company,” “we,” “our,” “us” or “Legacy” as used in this report refer collectively to Legacy Education Alliance, Inc., a Nevada corporation (“Legacy”), the registrant, which was formerly known as Priced In Corp., and, unless the context otherwise requires, together with its wholly-owned subsidiary, Legacy Education Alliance Holdings, Inc., a Colorado corporation, other operating subsidiaries and any predecessor of Legacy Education Alliance Holdings, Inc., including Tigrent Inc., a Colorado corporation.
This Form 10-Q includes financial statements and related notes that present the consolidated financial position, results of operations, comprehensive income, and cash flows of Legacy and its subsidiaries.
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.
LEGACY EDUCATION ALLIANCE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
| June 30, | December 31, | |||||||
| 2022 | 2021 (Audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Deferred course expenses | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Inventory | ||||||||
| Discontinued operations current assets | ||||||||
| Total current assets | ||||||||
| Right-of-use assets | ||||||||
| Other assets | ||||||||
| Discontinued operations-other assets | ||||||||
| Total assets | $ | |||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Royalties payable | ||||||||
| Accrued course expenses | ||||||||
| Accrued salaries, wages and benefits | ||||||||
| Operating lease liability, current portion | ||||||||
| Other accrued expenses | ||||||||
| Deferred revenue | ||||||||
| Short-term related party debt, net of unamortized debt discount of $ | ||||||||
| Current portion of long term debt, net of unamortized debt discount of $ | ||||||||
| Discontinued operations-current liabilities | ||||||||
| Total current liabilities | ||||||||
| Long-term debt, net of current portion and net of unamortized debt discount | ||||||||
| Deferred tax liability, net | ||||||||
| Other long term liabilities | ||||||||
| Operating lease liability, net of current portion | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 13) | ||||||||
| Stockholders’ deficit: | ||||||||
| Preferred stock, $ par value, shares authorized, issued | ||||||||
| Common stock, $ par value; authorized; and shares issued and outstanding as of June 30, 2022 and December 31, 2021 | ||||||||
| Additional paid-in capital | ||||||||
| Cumulative foreign currency translation adjustment | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
See Notes to Unaudited Consolidated Financial Statements
| 1 |
LEGACY EDUCATION ALLIANCE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
(In thousands, except per share data)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenue | ||||||||||||||||
| Operating costs and expenses: | ||||||||||||||||
| Direct course expenses | ||||||||||||||||
| Advertising and sales expenses | ||||||||||||||||
| Royalty expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total operating costs and expenses | ||||||||||||||||
| Income (loss) from operations | ( | ) | ( | ) | ||||||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expense, net | ( | ) | ( | ) | ||||||||||||
| Gain on forgiveness of PPP Loan | ||||||||||||||||
| Total other income (expense), net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income (loss) from continuing operations before income taxes | ( | ) | ( | ) | ||||||||||||
| Income tax (expense) benefit | ( | ) | ||||||||||||||
| Net income (loss) from continuing operations | ( | ) | ( | ) | ||||||||||||
| Income from discontinued operations | ||||||||||||||||
| Net income from discontinued operations | $ | |||||||||||||||
| Net income (loss) | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Basic earnings (loss) per common share - continuing operations | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Basic earnings (loss) per common share - discontinued operations | $ | |||||||||||||||
| Basic earnings (loss) per common share | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Diluted earnings (loss) per common share - continuing operations | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Diluted earnings (loss) per common share - discontinued operations | $ | |||||||||||||||
| Diluted earnings (loss) per common share | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Basic weighted average common shares outstanding | ||||||||||||||||
| Diluted weighted average common shares outstanding | ||||||||||||||||
| Comprehensive income: | ||||||||||||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||||||
| Foreign currency translation adjustments, net of tax of $ | ( | ) | ||||||||||||||
| Total comprehensive income (loss) | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
See Notes to Unaudited Consolidated Financial Statements
| 2 |
LEGACY EDUCATION ALLIANCE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(Unaudited)
| Common stock | Additional paid-in | Cumulative foreign currency translation | Accumulated | Total stockholders’ | ||||||||||||||||||||
| Shares | Amount | capital | adjustment | deficit | deficit | |||||||||||||||||||
| Balance at December 31 , 2020 | $ | | $ | $ | | $ | ( | ) | $ | ( | ) | |||||||||||||
| Beneficial conversion feature for senior secured convertible debenture-related party | — | |||||||||||||||||||||||
| Foreign currency translation adjustment, net of tax of $ | — | |||||||||||||||||||||||
| Net Income | — | |||||||||||||||||||||||
| Balance at March 31, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Common stock and warrants issued for notes payable to related party from conversion of senior secured convertible debt - related party debt discount | ||||||||||||||||||||||||
| Beneficial conversion feature for senior secured convertible debenture-related party | — | |||||||||||||||||||||||
| Share-based compensation expense | ||||||||||||||||||||||||
| Foreign currency translation adjustment, net of tax of $ | — | ( | ) | ( | ) | |||||||||||||||||||
| Net Income | — | |||||||||||||||||||||||
| Balance at June 30, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Share-based compensation expense | — | |||||||||||||||||||||||
| Foreign currency translation adjustment, net of tax of $ | — | ( | ) | ( | ) | |||||||||||||||||||
| Net Income | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance at March 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Common stock and warrants issued for notes payable to related party from conversion of senior secured convertible debt – related party debt discount | — | |||||||||||||||||||||||
| Beneficial conversion feature for senior secured convertible debenture – related party | — | |||||||||||||||||||||||
| Share-based compensation expense | — | |||||||||||||||||||||||
| Issuance of common stock | ||||||||||||||||||||||||
| Foreign currency translation adjustment, net of tax of $ | — | |||||||||||||||||||||||
| Net Income | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
See Notes to Unaudited Consolidated Financial Statements
| 3 |
LEGACY EDUCATION ALLIANCE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
| Six Months Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Less net income from discontinued operations | ||||||||
| Net income (loss) from continuing operations | $ | ( | ) | $ | ||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Non-cash lease expense | ||||||||
| Gain on the sale of fixed assets and investment property | ||||||||
| Share-based compensation | ||||||||
| Cancellation of common stock | ||||||||
| Amortization of debt discount | ||||||||
| Deferred income taxes | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Deferred course expenses | ||||||||
| Prepaid expenses and other receivable | ( | ) | ||||||
| Accounts payable-trade | ( | ) | ( | ) | ||||
| Royalties payable | ( | ) | ||||||
| Accrued course expenses | ( | ) | ||||||
| Accrued salaries, wages and benefits | ( | ) | ||||||
| Operating lease liability | ( | ) | ( | ) | ||||
| Other accrued expenses | ( | ) | ||||||
| Deferred revenue | ( | ) | ( | ) | ||||
| Net cash used in operating activities - continuing operations | ( | ) | ( | ) | ||||
| Net cash (used in) provided by operating activities - discontinued operations | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Proceeds from the sale of investment property | ||||||||
| Proceeds from sale property and equipment | ||||||||
| Net cash provided by investing activities - continuing operations | ||||||||
| Net cash used in investing activities - discontinued operations | ||||||||
| Net cash provided by investing activities | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Principal payments on debt | ||||||||
| Proceeds from paycheck protection program | ||||||||
| Proceeds from debentures | ||||||||
| Issuance of common stock for stock option purchase | ||||||||
| Net cash provided by financing activities - continuing operations | ||||||||
| Net cash provided by financing activities - discontinued operations | — | — | ||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate differences on cash | ||||||||
| Net decrease in cash and cash equivalents and restricted cash | ( | ) | ( | ) | ||||
| Cash and cash equivalents and restricted cash, beginning of period, including cash in discontinued operations | $ | $ | ||||||
| Cash and cash equivalents and restricted cash, end of period | $ | $ | ||||||
| Supplemental disclosures: | ||||||||
| Cash paid during the period for interest | $ | $ | ||||||
| Cash received during the period for income taxes, net of tax payments | ||||||||
| Supplemental disclosure of non-cash activity: | ||||||||
| Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets/(decrease) of lease liability due to cancellation of leases | $ | $ | ||||||
| Non-cash disposal of property | $ | $ | ||||||
| Common stock and warrants issued from conversion of senior convertible debenture – related party | ||||||||
| Initial recognition of beneficial conversion feature for senior secured convertible debt - related party | ||||||||
| Note payable issued for insurance policy financing | ||||||||
See Notes to Unaudited Consolidated Financial Statements
| 4 |
LEGACY EDUCATION ALLIANCE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - General
Business Description.
We are a provider of practical, high-quality, and value-based educational training on the topics of personal finance, entrepreneurship, real estate, and financial markets investing strategies and techniques. Our programs are offered through a variety of formats and channels, including free workshops, basic training courses, forums, telephone mentoring, one-on-one mentoring, coaching and e-learning. During the six months ended June 30, 2022, we marketed our products and services under our Building Wealth with LegacyTM brand. During the year ended December 31, 2021, we marketed our products and services under two brands: Building Wealth with LegacyTM; and Homemade Investor by Tarek El Moussa.
Our students pay for their courses in full up-front or through payment agreements with independent third parties. Under United States of America generally accepted accounting principles (“U.S. GAAP”), we recognize revenue upon the earlier of (i) when our students take their courses or (ii) the term for taking their course expires, both of which could be several quarters after the student purchases a program and pays the associated fee. We recognize revenue immediately when we sell our (i) proprietary products delivered at time of sale and (ii) third party product sales. Our symposiums and forums combine multiple advanced training courses in one location, allowing us to achieve certain economies of scale that reduce costs and improve margins while also accelerating U.S. GAAP revenue recognition, while at the same time, enhancing our students’ experience, particularly, for example, through the opportunity to network with other students.
We also provide a richer experience for our students through one-on-one mentoring (two to three days in length, on site or remotely telephone mentoring (10 to 16 weekly one-on-one or one-on-many telephone sessions). Mentoring involves a subject matter expert interacting with the student remotely or in person and guiding the student, for example, through his or her first real estate transaction, providing a real hands-on experience.
We were founded in 1996, and through a reverse merger, became a publicly-held company in November 2014.
Historically, our operations have relied heavily on our and our students’ ability to travel and attend live events where large groups of people gather in local markets within each of the segments in which we operate. Due to the COVID-19 pandemic, and the resulting worldwide restrictions on travel and social distancing, we have temporarily suspended live events and shifted to online live training and on-demand training to our students.
Historically, our operations have been managed through three operating segments: (i) North America, (ii) United Kingdom, and (iii) Other Foreign Markets.
Basis of Presentation.
The terms “Legacy Education Alliance, Inc.,” the “Company,” “we,” “our,” “us” or “Legacy” as used in this report refer collectively to Legacy Education Alliance, Inc., a Nevada corporation, the registrant, which was formerly known as Priced In Corp., and, unless the context otherwise requires, together with its wholly-owned subsidiary, Legacy Education Alliance Holdings, Inc., a Colorado corporation, other operating subsidiaries and any predecessor of Legacy Education Alliance Holdings, including Tigrent Inc., a Colorado corporation. All intercompany balances and transactions have been eliminated in consolidation. As discussed in Note 4 “Discontinued Operations”, the sale of the assets and deferred revenues of Legacy Education Alliance International Ltd (Legacy UK), and liquidations of Legacy Education Alliance Hong Kong Limited (Legacy HK), Legacy Education Alliance Australia Pty, Ltd. (Legacy Australia) and Tigrent Learning Canada, Inc. (Tigrent Canada) are reflected as discontinued operations in the consolidated financial statements.
| 5 |
The accompanying unaudited Consolidated Financial Statements presented in this report are for us and our consolidated subsidiaries, each of which is a wholly-owned subsidiary. All significant intercompany transactions have been eliminated. These interim financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and reflect all normal recurring adjustments that are, in the opinion of management, necessary to present fairly our results of operations and financial position. Amounts reported in our Consolidated Statements of Operations and Comprehensive income are not necessarily indicative of amounts expected for the respective annual periods or any other interim period.
Reclassification.
We have reclassified certain amounts in our prior-period financial statements to conform to the current period’s presentation.
Significant Accounting Policies.
Our significant accounting policies have been disclosed in Note 2 - Significant Accounting Policies in our most recent Annual Report on Form 10-K. There have been no changes to our accounting policies disclosed therein, except for those discussed in Note 2 - New Accounting Pronouncements, - “Accounting Standards Adopted in the Current Period.”
Going Concern.
The accompanying consolidated financial statements and notes have been prepared assuming we will continue as a going concern. For the six months ended June 30, 2022 we had an accumulated deficit, a working capital deficit and a negative cash flow from operating activities. These circumstances raise substantial doubt as to our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate profits by expanding current operations as well as reducing our costs and increasing our operating margins, and to sustain adequate working capital to finance our operations. The failure to achieve the necessary levels of profitability and cash flows would be detrimental to us. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Use of Estimates.
Conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in our consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to deferred revenues, reserve for breakage, deferred costs, revenue recognition, commitments and contingencies, fair value of financial instruments, useful lives of property and equipment, right-of-use assets, and income taxes. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates.
Cash and Cash Equivalents.
We consider all highly liquid instruments with an original maturity of three months or less to be cash or cash equivalents. We continually monitor and evaluate our investment positions and the creditworthiness of the financial institutions with which we invest and maintain deposit accounts. When appropriate, we utilize Certificate of Deposit Account Registry Service (CDARS) to reduce banking risk for a portion of our cash in the United States. A CDAR consists of numerous individual investments, all below the FDIC limits, thus fully insuring that portion of our cash. At June 30, 2022 and December 31, 2021, we did not have a CDAR balance.
| 6 |
Restricted Cash.
Restricted cash balances consist primarily of funds on deposit with credit card and other payment processors. These balances do not have the benefit of federal deposit insurance and are subject to the financial risk of the parties holding these funds. Restricted cash balances held by credit card processors are unavailable to us unless, and for a period of time after, we discontinue the use of their services. Because a portion of these funds can be accessed and converted to unrestricted cash in less than one year in certain circumstances, that portion is considered a current asset. Restricted cash is included with cash and cash equivalents in our consolidated statements of cash flows.
Deposits with Credit Card Processors.
The deposits with our credit card processors are held due to arrangements under which our credit card processors withhold credit card funds to cover charge backs in the event we are unable to honor our commitments. These deposits are included in restricted cash on our consolidated balance sheet.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated cash flow statements:
| June 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| (in thousands) | ||||||||
| Cash and cash equivalents | $ | $ | | |||||
| Restricted cash | ||||||||
| Total cash, cash equivalents, and restricted cash shown in the cash flow statement | $ | $ | ||||||
Convertible Instruments
The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”.
Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.
The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt.
Stock Warrants.
The Company accounts for stock warrants as equity in accordance with ASC 480 – Distinguishing Liabilities from Equity. Stock warrants are accounted for a derivative in accordance with ASC 815 – Derivatives and Hedging, if the stock warrants contain other terms that could potentially require “net cash settlement” and therefore, do not meet the scope exception for treatment as a derivative.
Income Tax in Interim Periods.
We conduct operations in separate legal entities in different jurisdictions. As a result, income tax amounts are reflected in these consolidated financial statements for each of those jurisdictions. Tax laws and tax rates vary substantially in these jurisdictions and are subject to change based on the political and economic climate in those countries. We file our tax returns in accordance with our interpretations of each jurisdiction’s tax laws. We record our tax provision or benefit on an interim basis using the estimated annual effective tax rate. This rate is applied to the current period ordinary income or loss to determine the income tax provision or benefit allocated to the interim period.
| 7 |
We record our interim provision for income taxes by applying our estimated annual effective tax rate to our year-to-date pre-tax income and adjusting for discrete tax items recorded in the period. Deferred income taxes result from temporary differences between the reporting of amounts for financial statement purposes and income tax purposes. These differences relate primarily to different methods used for income tax reporting purposes, including for depreciation and amortization, warranty and vacation accruals, and deductions related to allowances for doubtful accounts receivable and inventory reserves. Our provision for income taxes included current federal and state income tax expense, as well as deferred federal and state income tax expense.
Losses from jurisdictions for which no benefit can be realized and the income tax effects of unusual and infrequent items are excluded from the estimated annual effective tax rate. Valuation allowances are provided against the future tax benefits that arise from the losses in jurisdictions for which no benefit can be realized. The effects of unusual and infrequent items are recognized in the impacted interim period as discrete items.
The estimated annual effective tax rate may be affected by nondeductible expenses and by our projected earnings mix by tax jurisdiction. Adjustments to the estimated annual effective income tax rate are recognized in the period during which such estimates are revised.
We have established valuation allowances against our deferred tax assets, including net operating loss carryforwards and income tax credits. Valuation allowances take into consideration our expected ability to realize these deferred tax assets and reduce the value of such assets to the amount that is deemed more likely than not to be realizable. Our ability to realize these deferred tax assets is dependent on achieving our forecast of future taxable operating income over an extended period of time. We review our forecast in relation to actual results and expected trends on a quarterly basis. A change in our valuation allowance would impact our income tax expense/benefit and our stockholders’ deficit and could have a significant impact on our results of operations or financial condition in future periods.
Discontinued Operations.
ASC 205-20-45, “Presentation of Financial Statements Discontinued Operations” requires discontinued operations to be reported if the disposal of a business component represents a strategic shift that has a major effect on an entity’s operations and financial reports. We have determined that the sale of the assets and deferred revenues of Legacy UK, and liquidations of Legacy HK, Legacy Australia and Tigrent Canada meet this criterion. Accordingly, the assets, deferred revenues, and income statement of these entities were transferred to discontinued operations to close out the business. See Note 4 “Discontinued Operations”, for additional disclosures regarding these entities.
Note 2 - New Accounting Pronouncements
Accounting Standards Adopted in the Current Period
We have implemented all new accounting pronouncements that are in effect and that management believes would materially affect our financial statements.
Recently Issued Accounting Pronouncements
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 – Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was within the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share, and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements.
| 8 |
We account for share-based awards under the provisions of ASC 718, “Compensation—Stock Compensation.” Accordingly, share-based compensation cost is measured at the grant date based on the fair value of the award and we expense these costs using the straight-line method over the requisite service period.
Share-based compensation expenses related to our restricted stock grants were $ thousand and $ thousand for the three months ended June 30, 2022 and 2021, respectively, and $ thousand and $ thousand for the six months ended June 30, 2022 and 2021, respectively, which are reported as a separate line item in the consolidated statements of changes in stockholders’ deficit.
On May 5, 2022, pursuant to the 2015 Incentive Plan, we granted shares of restricted stock to an external consultant, which are fully vested at the grant date. The grant date price per share was $ for a total grant date fair value of $ thousand.
Note 4 - Discontinued Operations
On January 27, 2021, Legacy Education Alliance Australia PTY Limited (“LEA Australia”), a wholly owned subsidiary of Legacy Education Alliance, Inc. (“LEAI”), appointed Brent Leigh Morgan and Christopher Stephen Bergin, both of the firm of Rodgers Reidy, 326 William Street, Melbourne VIC 3000 Australia, as Joint and Several Liquidators of LEA Australia, to supervise a Creditors Voluntary Liquidation of LEA Australia. Subject to the approval of the creditors of LEA Australia at a meeting held on February 23, 2021, AEDT (February 22, 2021, EST), the Joint Liquidators will wind down the business of LEA Australia and make distributions, if any, to its creditors in accordance with the applicable provisions of the Australian Corporations Act of 2001. The first meeting of creditors of LEA Australia was held on February 24, 2021, (AEDT), at which no resolutions were proposed by the creditors, no nominations for a Committee of Inspection were made, and no alternative liquidator was proposed. On March 11, 2022, the proof of debt was rejected by the Liquidator of Legacy UK and extended twenty-one days from the receipt of the notice to provide additional documentation supporting the claim to the Court of England. The additional information was submitted to the Liquidators on March 21, 2022.
On March 2, 2021, Legacy Education Alliance Holdings, Inc. the sole shareholder of Legacy Education Alliance Hong Kong Limited (“LEA Hong Kong”), a subsidiary of the Company, adopted a resolution to wind up voluntarily the affairs of LEA Hong Kong and to appoint Cosimo Borrelli and Li Chung Ngai (also known as Anson Li), both of Borrelli Walsh Limited, Level 17, Tower 1, Admiralty Centre, 18 Harcourt Road, Hong Kong as Joint and Several Liquidators of LEA Hong Kong. At a meeting of the creditors of LEA Hong Kong held on March 2, 2021, the creditors similarly approved the voluntary winding up of LEA Hong Kong and the appointment of Cosimo Borrelli and Li Chung Ngai (also known as Anson Li), as Joint and Several Liquidators. The Joint and Several Liquidators will wind up the business of LEA Hong Kong and make distributions, if any, to its creditors in accordance with the applicable provisions of the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong.
On March 7, 2021, Tigrent Learning Canada Inc. (“Tigrent Canada”), a wholly owned subsidiary of Legacy Education Alliance, Inc., filed an assignment in bankruptcy under section 49 of the Canada Bankruptcy and Insolvency Act (the “Act”) in the Office of the Superintendent of Bankruptcy Canada, District of Ontario, Division of Toronto, Court No. 31-2718213. Also on March 7, 2021, A. Farber & Partners was appointed trustee of the estate of Tigrent Canada. The trustee will wind down the business of Tigrent Canada and make distributions, if any, to its creditors in accordance with the applicable provisions of the Act. At the First Meeting of Creditors held on March 23, 2021, the creditors of Tigrent Canada approved the appointment of A. Farber & Partners as trustee of the estate of Tigrent Canada.
| 9 |
On October 28, 2019, four creditors of Legacy Education Alliance International Ltd. (“Legacy UK”), one of our UK subsidiaries, obtained an order from the High Court of Justice, Business and Property Courts of England and Wales (the “English Court”) with respect to the business and affairs of Legacy UK. Pursuant to the Administration Order of November 15, 2019, from the English Court, the two individuals appointed as administrators engaged a third-party to market Legacy UK’s business and assets for sale to one or more third parties. On November 26, 2019, Legacy UK’s assets and deferred revenues sold for £300 thousand (British pounds) to Mayflower Alliance LTD. We did not receive any proceeds from the sale of Legacy UK. Further details, including the resolution of claims and liabilities, and other information regarding the administration may not be forthcoming for several months. The impact of this transaction is reflected as a discontinued operation in the consolidated financial statements. We are awaiting outcome from the meeting of the Creditors on March 25, 2022.
The major classes of assets and liabilities of the entities classified as discontinued operations were as follows:
| June 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| (in thousands) | ||||||||
| Major classes of assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Deferred course expenses | ||||||||
| Discontinued operations-current assets | ||||||||
| Other assets | ||||||||
| Total major classes of assets - discontinued operations | $ | $ | ||||||
| Major classes of liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued course expenses | ||||||||
| Other accrued expenses | ||||||||
| Deferred revenue | ||||||||
| Total major classes of liabilities - discontinued operations | $ | $ | ||||||
The financial results of the discontinued operations are as follows:
| Six Months Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| (in thousands) | ||||||||
| Revenue | $ | $ | ||||||
| Total operating costs and expenses | ||||||||
| (Loss) Income from discontinued operations | ( | ) | ||||||
| Other expense, net | ( | ) | ||||||
| Income tax benefit | ||||||||
| Net income from discontinued operations | $ | $ | ||||||
Basic EPS is computed by dividing net income (loss) by the basic weighted-average number of shares outstanding during the period.
Diluted EPS is computed by dividing net income by the diluted weighted-average number of shares outstanding during the period and, accordingly, reflects the potential dilution that could occur if securities or other agreements to issue common stock, such as stock options, were exercised, settled or converted into common stock and were dilutive. The diluted weighted-average number of shares used in our diluted EPS calculation is determined using the treasury stock method for stock options and warrants, and the if-converted method for convertible notes. Under the if-converted method, the convertible notes are assumed to have been converted at the beginning of the period or at time of issuance, if later, and the resulting common shares are included in the denominator. For periods in which we recognize losses, the calculation of diluted loss per share is the same as the calculation of basic loss per share.
| 10 |
Unvested awards of share-based payments with rights to receive dividends or dividend equivalents, such as our restricted stock awards, are considered to be participating securities, and therefore, the two-class method is used for purposes of calculating EPS. Under the two-class method, a portion of net income is allocated to these participating securities and is excluded from the calculation of EPS allocated to common stock. Our restricted stock awards are subject to forfeiture and restrictions on transfer until vested and have identical voting, income and distribution rights to the unrestricted common shares outstanding.
Our
weighted average unvested restricted stock awards outstanding were
| Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | |||||||||||||||||||||||
| Net Loss | Weighted Average Shares Outstanding | Loss Per Share | Net Income | Weighted Average Shares Outstanding | Earnings Per Share | |||||||||||||||||||
| (in thousands, except per share data) | (in thousands, except per share data) | |||||||||||||||||||||||
| Basic: | ||||||||||||||||||||||||
| As reported | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||
| Amounts allocated to unvested restricted shares and warrants | ( | ) | ( | ) | ||||||||||||||||||||
| Amounts available to common stockholders | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||
| Diluted: | ||||||||||||||||||||||||
| Amounts allocated to unvested restricted shares | ||||||||||||||||||||||||
| Stock warrants | ||||||||||||||||||||||||
| Shares of common stock to be issued for convertible note | ||||||||||||||||||||||||
| Incremental shares to be issued for convertible note – related party | ||||||||||||||||||||||||
| Amounts reallocated to unvested restricted shares | ( | ) | ||||||||||||||||||||||
| Amounts available to stockholders and assumed conversions | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||
| 11 |
Note 6 - Fair Value Measurements
ASC 820, “Fair Value Measurements and Disclosures” defines fair value, establishes a consistent framework for measuring fair value and expands disclosure requirements of fair value measurements. ASC 820 requires entities to, among other things, maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions.
In accordance with ASC 820, these two types of inputs have created the following fair value hierarchy:
| ● | Level 1-Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets; | |
| ● | Level 2-Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including: |
| ● | Quoted prices for similar assets or liabilities in active markets |
| ● | Quoted prices for identical or similar assets or liabilities in markets that are not active |
| ● | Inputs other than quoted prices that are observable for the asset or liability |
| ● | Inputs that are derived principally from or corroborated by observable market data by correlation or other means; and |
| ● | Level 3-Inputs that are unobservable and reflect our assumptions used in pricing the asset or liability based on the best information available under the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows). |
For the three-month ended June 30, 2022, the Company has the derivative liabilities measured at fair value on a recurring basis which are valued at level 3 measurement. At December 31, 2021, the Company does not have any financial assets or liabilities measured and recorded at fair value on its consolidated balance sheet on a recurring basis.
Financial Instruments. Financial instruments consist primarily of cash and cash equivalents, accounts payable, deferred course expenses, accrued expenses, deferred revenue, and debt. U.S. GAAP requires the disclosure of the fair value of financial instruments, including assets and liabilities recognized in the balance sheets. Management believes the carrying value of its financial instruments approximates their fair value either to the length of maturity or interest rates that approximate prevailing market rates.
| 12 |
Note 7 - Short-Term and Long-Term Debt
| (in thousands) | As of June 30, 2022 | As of December 31, 2021 | ||||||
| Senior Secured Convertible Debenture | $ | |||||||
| EDIL Loan | ||||||||
| Debt Discount | ( | ) | ( | ) | ||||
| Senior Secured Convertible Debenture, net | ||||||||
| Paycheck Protection Program loan | ||||||||
| Paycheck Protection Program loan 2 | ||||||||
| IPFS Insurance Premium Note Payable | ||||||||
| Total debt | ||||||||
| Less current portion of long-term debt | ( | ) | ( | ) | ||||
| Total long-term debt, net of current portion | $ | $ | ||||||
Short-term related party debt:
| (in thousands) | As of June 30, 2022 | As of December 31, 2021 | ||||||
| Senior Secured Convertible Debenture - related party | $ | $ | ||||||
| Debt Discount-related party | ( | ) | ( | ) | ||||
| Senior Secured Convertible Debenture - related party, net | $ | $ | ||||||
The following is a summary of scheduled debt maturities by year (in thousands):
| 2022 | $ | |||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| Thereafter | ||||
| Total debt | $ |
First Draw Paycheck Protection Program Note Agreement.
On
April 27, 2020, Elite Legacy Education, Inc. (“ELE”), a subsidiary of the Company, entered into a Promissory Note in favor
of Pacific Premier Bank (“PPBI”), the lender, through the Small Business Administration (“SBA”) Paycheck Protection
Program (“PPP”) established pursuant to the CARES Act. The unsecured loan (the “First Draw PPP Loan”) proceeds
were in the amount of $
In
March 2021, ELE was notified that PPBI sold substantially all of its PPP loans, including ELE’s loan, to The Loan Source, Inc.
(“TLS”), which, together with its servicing partner, ACAP SME, LLC, took over the forgiveness and ongoing servicing process
for ELE’s PPP loan. On August 4, 2021, ELE received notice from TLS that its First Draw PPP Loan had been partially forgiven in
the amount of $
| 13 |
Senior Secured Convertible Debenture and Exercise of Conversion Rights.
On
March 8, 2021, the Company issued a $
On
August 27, 2021, the Company amended the terms of the LTP Debenture to reduce LTP’s maximum funding obligation from $
On
March 8, 2022, the Company defaulted on the March 8, 2021, LTP Debenture in the remaining amount left unconverted of $
| 14 |
Second Draw Paycheck Protection Program Note Agreement.
On
April 20, 2021, Elite Legacy Education, Inc. (ELE), a wholly owned subsidiary of the Company, closed on an unsecured Paycheck Protection
Program Note agreement (the “Promissory Note”) to borrow $
Debenture, Warrant and Guaranty Agreements, and Exercise of Conversion Rights.
On
May 4, 2021, the Company issued a 10% Subordinated Secured Convertible Debenture (“Subordinated Debenture”) in the principal
amount of $
Senior Secured Convertible Debenture, Advisory Agreement, and Intercreditor Agreement
On
August 27, 2021, the Company issued a $
| 15 |
Pursuant to the terms of the GLD Debenture, on August 27, 2021, the Company entered into an Advisory Services Agreement with GLD Advisory Services, LLC (“GLDAS”), an affiliate of GLD. GLDAS will provide the Company and its subsidiaries with business, finance and organizational strategy, advisory, consulting and other services related to the business of the Company. In lieu of cash compensation, on the effective date of the agreement, August 27, 2021, GLDAS received fully vested shares of Common Stock of the Company and will receive shares of Common Stock thereafter on each anniversary until the GLD Debenture has been repaid in full.
On August 27, 2021, in connection with the GLD Debenture, the Company entered into an Intercreditor Agreement with GLD, LTP, and Barry Kostiner, a related party. LTP and GLD agreed that LTP’s and GLD’s respective rights under the LTP Debenture and GLD Debenture would rank equally and ratably in all respects to one another including, without limitation, rights in collateral, right and priority of payment and repayment of principal, interest, and all fees and other amounts. The Intercreditor Agreement also appoints Barry Kostiner as Servicing Agent to act on behalf of all GLD and LTP, subject to the terms of the agreement, with respect to (a) enforcing GLD’s and LTP’s rights and remedies, and the Company’s obligations, under the debentures.
The Company received a “Notice of Breach and Obligation to Cure to Avoid Event of Default” from GLD dated May 11, 2022 (the “Notice”). Pursuant to the Notice, GLD informed the Company of certain alleged breaches of the terms of the GLD Debenture by the Company, and that the Company has 30 days to cure or GLD would consider an event of default under the GLD Debenture to have occurred. See Note 15 – Forbearance Agreement, for further information on the GLD Debenture.
IPFS Premium Finance Agreement
On
July 30, 2021, the Company entered into a premium finance agreement for insurance coverage in the amount of $
Economic Injury Disaster Loan
On
April 25, 2022, the Company executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the
SBA under is Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on
the business operations. Pursuant to that certain Loan Authorization and Agreement (the “SBA Loan Agreement”), the principal
amount of the EIDL Loan was $
Convertible Promissory Note
On
May 17, 2022 the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) and issued and sold to TLC
Management & Consulting LLC (the “Investor”), a Convertible Promissory Note (the “May Note”) in the principal
amount of $
| 16 |
The
maturity date of the May Note is 12 months from the issue date with an option to extend for up to 6 months in the sole discretion of
the Company, and is the date upon which the principal sum as well as interest and other fees, shall be due and payable. The May Note
bears interest commencing on May 17, 2022 at a fixed rate of
The Company intends to use the net proceeds from the sale of the May Note for business development, including for acquisitions, general corporate and working capital.
The
then outstanding and unpaid principal and interest shall be converted into fully paid and non-assessable shares of Company common stock
on the 10th trading day after the effective date of a registration statement registering the shares (the “Mandatory
Conversion Date”). The per share conversion price into which principal and interest under the May Note shall be convertible into
shall be a
The
Company may prepay the May Note, provided that it shall pay an amount in cash equal to the sum of
The
May Note contains customary events of default for a transaction such as the May Loan which entitle the Investor, among other things,
to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the May Note. Any principal and
interest on the May Note which is not paid when due shall bear interest at the rate of the lesser of (i)
Pursuant to the Purchase Agreement, the Company granted to the Investor registration rights whereby the Company shall register for resale all of the common stock underlying the May Note and May Warrant, as set forth on Exhibit C to the Purchase Agreement.
The
May Warrant has an exercise price of
The
exercise of the May Warrant is subject to a beneficial ownership limitation of
10% Convertible Debenture
On
June 9, 2022, Legacy Education Alliance, Inc. (the “Company”) borrowed $
ABCImpact is a newly-formed entity in which an affiliate of Barry Kostiner, the Company’s Chief Executive Officer and sole director, has a non-controlling passive interest.
The
maturity date of the June Debenture is the earlier of 12 months from the issue date and the date of a Liquidity Event (as defined in
the June Debenture), and is the date upon which the principal and interest shall be due and payable. The June Debenture bears interest
at a fixed rate of
| 17 |
The Company intends to use the net proceeds from the June Loan for general corporate purposes and working capital.
The
then outstanding and unpaid principal and interest shall be converted into shares of Company common stock and an equal number of common
stock purchase warrants at the option of ABCImpact, at a conversion price per share of $
The Company may not prepay the Note without the prior written consent of ABCImpact.
The
Note contains customary events of default for a transaction such as the June Loan. If any event of default occurs, the outstanding principal
amount under the June Debenture, plus accrued but unpaid interest, liquidated damages and other amounts owing through the date of acceleration,
shall become, at ABCImpact’s election, immediately due and payable in cash at the Mandatory Default Amount. “Mandatory Default
Amount” means the sum of (a) the greater of
The
Warrant has an exercise price per share of $
The
exercise of the Warrant is subject to a beneficial ownership limitation of
The shares underlying the June Debenture and the Warrants have “piggy-back” registration rights afforded to them.
Note 8 - Stock Warrants
On
May 4, 2021, the Company issued
On
June 11, 2021, the Company issued
| 18 |
A summary of the warrant activities for the six months ended June 30, 2022, is as follows:
| Warrants Outstanding | ||||||||||||||||
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term in Years | Aggregate Intrinsic Value (in 000’s)1 | |||||||||||||
| Balance as of January 1, 2021 | - | |||||||||||||||
| Granted | $ | - | - | |||||||||||||
| Balance as of December 31, 2021 | $ | |||||||||||||||
| Exercisable as of June 30, 2021 | $ | |||||||||||||||
| 1 |
Note 9 - Income Taxes
We
recorded income tax benefit of $and
$
The
Company assessed the weight of all available positive and negative evidence and determined it was more likely than not that future earnings
will be sufficient to realize the associated deferred tax assets. As of June 30, 2022 and December 31, 2021, we retained a valuation
allowance of $
During
the six months ended June 30, 2022 and 2021, there were no material changes in uncertain tax positions. We do not expect any significant
changes to unrecognized tax benefits in this and next year. We estimate $
We record interest and penalties related to unrecognized tax benefits within the provision for income taxes. We believe that no current tax positions that have resulted in unrecognized tax benefits will significantly increase or decrease within one year. We file income tax returns in the U.S. federal jurisdiction and in various state and foreign jurisdictions.
We are not currently under examination in any jurisdiction. In the event of any future tax assessments, we have elected to record the income taxes and any related interest and penalties as income tax expense on our consolidated statements of operations and comprehensive income.
Our federal income tax returns for the years subsequent to 2019 are subject to examination by the Internal Revenue Service. Our state tax returns for all years after 2019 or 2018, depending on each state’s jurisdiction, are subject to examination. In addition, our Canadian tax returns and United Kingdom tax returns for all years after 2015 are subject to examination.
Note 10 - Concentration Risk
Cash and cash equivalents.
We
maintain deposits in banks in amounts that might exceed the federal deposit insurance available. Management believes the potential risk
of loss on these cash and cash equivalents to be minimal. All cash balances as of June 30, 2022 and December 31, 2021, including foreign
subsidiaries, without FDIC coverage were $
| 19 |
Revenue.
Historically,
a significant portion of our revenue was derived from the Rich Dad brands, as a result of contracts with students entered into prior
to the expiration, in 2019, of our License Agreement with Rich Dad Operating Company, LLC. For the three months and six months ended
June 30, 2022, there was no revenue from Rich Dad brands. For the three months ended June 30, 2021, Rich Dad brands provided
The License Agreement with Rich Dad Operating Company, LLC pursuant to which we licensed the Rich Dad Education brand expired on September 30, 2019. Notwithstanding the expiration of the License Agreement, the Company may continue to use Licensed Intellectual Property, as defined in the License Agreement, including, but not limited to, the Rich Dad trademark and stylized logo, for the purpose of honoring and fulfilling orders by its customers in existence as of the date of the expiration of the Agreement.
Note 11 - Segment Information
We manage our business in three segments based on geographic location for which operating managers are responsible to the Chief Executive Officer. These segments historically have included: (i) North America, (ii) United Kingdom, and (iii) Other Foreign Markets. We no longer operate in the Other Foreign Markets segment. Operating results, as reported below, are reviewed regularly by our Chief Executive Officer, or Chief Operating Decision Maker (“CODM”) and other members of the executive team.
The proportion of our total revenue attributable to each segment is as follows:
| Six Months Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| As a percentage of total revenue | ||||||||
| North America | % | % | ||||||
| U.K. | % | % | ||||||
| Other foreign markets | % | % | ||||||
| Total consolidated revenue | % | % | ||||||
Operating results for the segments are as follows:
| Six Months Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| (In thousands) | ||||||||
| Segment revenue | ||||||||
| North America | $ | $ | ||||||
| U.K. | ||||||||
| Other foreign markets | ||||||||
| Total consolidated revenue | $ | $ | ||||||
| Six Months Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| (In thousands) | ||||||||
| Segment gross profit contribution * | ||||||||
| North America | $ | $ | ||||||
| U.K. | ||||||||
| Other foreign markets | ||||||||
| Total consolidated gross profit | $ | $ | ||||||
| * |
| 20 |
| Six Months Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| (In thousands) | ||||||||
| Depreciation and amortization expenses | ||||||||
| North America | $ | $ | ||||||
| U.K. | $ | |||||||
| Other foreign markets | ||||||||
| Total consolidated depreciation and amortization expenses | $ | $ | ||||||
| June 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| (In thousands) | ||||||||
| Segment identifiable assets | ||||||||
| North America | $ | |||||||
| U.K. | $ | |||||||
| Other foreign markets | $ | |||||||
| Total consolidated identifiable assets | $ | $ | ||||||
Note 12 - Revenue Recognition
We recognize revenue when our customers obtain control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services, in accordance with implemented Topic 606 - an update to Topic 605. Revenue amounts presented in our consolidated financial statements are recognized net of sales tax, value-added taxes, and other taxes.
In
the normal course of business, we recognize revenue based on the customers’ attendance of the course, mentoring training, coaching
session or delivery of the software, data or course materials on-line. After a customer contract expires, we record breakage revenue
less a reserve for cases where we allow a customer to attend after expiration. As of June 30, 2022, we have deferred revenue of $
| 21 |
The following tables disaggregate our segment revenue by revenue source:
| Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | |||||||||||||||||||||||||||||||
| Revenue Type: | North America | U.K. | Other foreign markets | Total Consolidated Revenue | North America | U.K. | Other foreign markets | Total Consolidated Revenue | ||||||||||||||||||||||||
| (In thousands) | (In thousands) | |||||||||||||||||||||||||||||||
| Seminars | $ | | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Products | ||||||||||||||||||||||||||||||||
| Coaching and Mentoring | ||||||||||||||||||||||||||||||||
| Online and Subscription | ||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
Note 13 - Commitments and Contingencies
Licensing agreements.
We
are committed to pay royalties for the usage of certain brands, as governed by various licensing agreements, including T&B Seminars,
Inc., and Rich Dad. There were
Purchase commitments. From time to time, the Company enters into non-cancellable commitments to purchase professional services, Information Technology licenses and support, and training courses in future periods. There were no purchase commitments made by the Company for the six months ended June 30, 2022 and 2021.
Litigation.
We and certain of our subsidiaries, from time to time, are parties to various legal proceedings, claims and disputes that have arisen in the ordinary course of business. These claims may involve significant amounts, some of which would not be covered by insurance.
| 22 |
Tranquility
Bay of Pine Island, LLC v. Tigrent, Inc., et al. On March 16, 2017, suit was filed in the Twentieth Judicial Circuit In and For Lee
County, Florida (the “Court”) by Tranquility Bay of Pine Island, LLC (“TBPI”) against Tigrent Inc. and various
of its present and former shareholders, officers and directors. By amendment dated May 24, 2019, the Company and its General Counsel
and former Chief Executive Officer were named as defendants to a civil conspiracy count. The suit, as originally filed, primarily related
to the alleged obligation of Tigrent to indemnify the Plaintiff pursuant to an October 6, 2010 Forbearance Agreement. The suit, as originally
filed, included claims for Breach of Contract, Permanent and Temporary Injunction, Breach of Fiduciary Duty, Civil Conspiracy, Tortious
Interference and Fraudulent Transfer. On March 20, 2019, the Court dismissed the complaint in its entirety with leave to amend. On April
11, 2019, TBPI filed its Second Amended Complaint with the Court against Tigrent Inc. (“Tigrent”), Legacy Education Alliance
Holdings, Inc. (“Holdings”), and certain shareholders of the Company. The Second Amended Complaint included claims for Breach
of Contract, Breach of Fiduciary Duty against Tigrent, Civil Conspiracy against Tigrent and Holdings, and various Counts of Fraudulent
Transfer against various shareholders of the Company. On May 24, 2019, with leave from the court, TBPI filed its Third Amended Complaint,
which included claims for Breach of Contract against Tigrent, Breach of Fiduciary Duty against Tigrent, Damages for Violation of Unfair
and Deceptive Business Practices Act against Tigrent, Civil Conspiracy against Tigrent and Holdings, and various Counts of Fraudulent
Transfer against various shareholders of Tigrent, including the Company’s current General Counsel, James E. May. On June 23, 2020,
the Court entered summary judgment in favor of Tigrent with respect to TBPI’s claims against Tigrent alleging (i) breach of fiduciary
duty, (ii) violation of the Florida Deceptive and Unfair Trade Practices Act, and (iii) indemnification against certain attorney’s
fees claimed to have been incurred by TBPI. On September 17, 2020, the Court (i) granted summary judgment in favor of Tigrent and Holdings
on TBPI’s claim for conspiracy; (ii) denying TBPI’s motion for summary judgment against Tigrent in which TBPI sought a declaration
by the Court that claims against TBPI in a lawsuit to which neither Tigrent nor Holdings is a party (“Third Party Lawsuit”)
were within the scope of Tigrent’s indemnity obligations under the Forbearance Agreement; and (iii) denying TBPI’s motion
for summary judgment in which TBPI sought a declaration by the Court that TBPI’s attorney’s fees incurred the Third Party
Lawsuit were also within the scope of Tigrent’s indemnity obligations under the Forbearance Agreement. On August 18, 2020, TBPI
voluntarily dismissed all shareholder defendants, other than Mr. May and Steven Barre, Tigrent’s former Chief Executive Officer.
On January 4, 2021, a Settlement Agreement and Mutual Release was entered into by and between TBPI, M. Barry Strudwick, Carl Weiss and
Susan Weiss (the “Strudwick Parties”) and Tigrent Inc., Legacy Education Alliance, Inc., Legacy Education Alliance Holdings,
Inc., Mr. May, and Steven Barre (Defendants) pursuant to which the Strudwick Parties agreed to dismiss the lawsuit with prejudice against
all parties and the Company agreed to pay the aggregate sum of $
In
the Matter of Legacy Education Alliance International, Ltd. On October 28, 2019, an Application for Administration was filed in the
High Court of Justice, Business and Property Courts of England and Wales (the “English Court”), whereby four creditors of
Legacy UK, one of our UK subsidiaries, sought an administration order with respect to the business affairs of the subsidiary, the appointment
of an administrator, and such other ancillary orders as the applicants may request or as the court deemed appropriate. On November 15,
2019, the creditors obtained an Administration Order from the English Court. Under the terms of the Administration Order, two individuals
have been appointed as administrators of Legacy UK and will manage Legacy UK and operate its affairs, business and property under the
jurisdiction of the English Court. The administrators engaged a third-party to market Legacy UK’s business and assets for sale
to one or more third parties. On November 26, 2019, Legacy UK’s assets and deferred revenues sold for £
| 23 |
In
the Matter of Elite Legacy Education UK Ltd. On March 18, 2020, a Winding-Up Petition, CR-2020-001958, was filed in the High Court
of Justice, Business and Property Courts of England and Wales (the “High Court”) against one of our UK subsidiaries, Elite
Legacy Education UK Ltd. (“ELE UK”), by one of its creditors (“Petitioner”) pursuant to which the Petitioner
was claiming a debt of £
Other Legal Proceedings.
In the Matter of Elite Legacy Education UK Ltd., Proposal for a Company Voluntary Arrangement. At a meeting held on January 11, 2021 (“Creditors’ Meeting”), the creditors of Elite Legacy Education UK Ltd (“ELE UK”), a wholly owned subsidiary of Legacy Education Alliance, Inc. (“LEAI”), approved a Proposal for a Company Voluntary Arrangement (the “CVA”) under the UK Insolvency Act 1986 (the “IA”) and the UK Insolvency Rules 2016 (the “IR”). Under the terms of the CVA, CVR Global LLP has been appointed as Supervisor of ELE UK for the purposes of administering the Arrangement. At the Creditors Meeting, the creditors also approved a modification to the CVA whereby any tax refunds due to ELE UK would be paid to the Supervisor and made available for distribution to creditors. The Supervisor will wind down the business of ELE UK and make distributions to ELE UK’s non-student creditors in accordance with the applicable provisions of the IA and the IR, on and subject to the terms and conditions set forth in the CVA in satisfaction of the non-student creditors’ respective claims against ELE UK. Pursuant to the CVA, student creditors of ELE UK were provided the opportunity to receive trainings from an independent training provider in satisfaction of their respective claims against ELE UK; as a result, all obligations of ELE UK to student creditors have been satisfied. Pursuant to the CVA, and at its conclusion, the remaining assets of ELE UK, if any, would be distributed to LEAI. As a result of the CVR, the Winding-Up Petition, CR-2020-001958, filed in the High Court of Justice, Business and Property Courts of England and Wales has been dismissed. At this time, LEAI management is unable to anticipate any distributions that would be received from ELE UK.
Mr. Kostiner, our Chairman, Chief Executive Officer, and Interim Principal Financial and Accounting Officer is a named defendant in three legal proceedings which are described below.
In Re Argon Credit, LLC, et al., Debtors, Case No. 16-39654 (U.S. Bankruptcy Court Northern District of Illinois Eastern Division).
On December 16, 2016, Argon Credit, LLC and Argon X, LLC (collectively the “Debtors”) filed petitions for relief under chapter 11 of title 11 of the United States Code. On January 11, 2017, Debtors’ bankruptcy cases were converted to chapter 7 cases. On December 14, 2018, the chapter 7 trustee filed an adversary proceeding as case number 18-ap-00948 (the “Bankruptcy Complaint”) against multiple defendants, including Barry Kostiner, asserting claims for aiding and abetting breach of fiduciary duty. As to Mr. Kostiner, the Bankruptcy Complaint alleged that, while an employee of the Debtor, he aided and abetted the former CEO of Argon Credit, Raviv Wolfe, in breaching his fiduciary duties to Argon Credit, by, among other things, knowingly participating in a scheme to funnel assets away from the Debtors and their creditors, double pledging Argon Credit’s assets, and knowingly submitting false or misleading financial reports to the Debtors’ secured lender to conceal the transfer of Argon Credit’s assets. On July 11, 2019, Mr. Kostiner, appearing through counsel, filed an answer denying all allegations against him set forth in the Bankruptcy Complaint.
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On
August 12, 2021, the trustee filed a Motion for the Entry of an Order Pursuant to Bankruptcy Rule 9019 Approving Settlement with Mr.
Kostiner. Under the terms of the proposed settlement, Mr. Kostiner would pay the trustee $
Fund Recovery Services, LLC v. RBC Capital Markets, LLC, et al., Case No. 1:20-cv-5730 (U.S. District Court for the Northern District of Illinois Eastern Division.
On September 25, 2020, Fund Recovery Services, LLC (“Fund”), as assignee of Princeton Alterative Income Fund, L.P. (“PAIF”) filed a complaint in the above-referenced action asserting a variety of claims against 37 defendants, including Mr. Kostiner. On May 15, 2021, Fund filed an amended complaint against 34 of the defendants, including Mr. Kostiner (the “Amended Complaint”). The claims against Mr. Kostiner in the Amended Complaint include: (i) violation of 18 U.S.C. 1962(2) by the conduct and participation in a RICO enterprise through a pattern of racketeering activity; (ii) violation of 18 U.S.C. 1962(d) by conspiracy to engage in a pattern of racketeering activity; (iii) fraud/intentional misrepresentation; (iv) aiding and abetting fraud/intentional misrepresentation; (v) fraudulent concealment; (vi) aiding and abetting fraudulent concealment; (vii) fraudulent/intentional inducement; (viii) conversion; (ix) aiding and abetting conversion; (x) civil conspiracy; and (xi) tortious interference with contractual relations. The Amended Complaint seeks damages of approximately $240 million jointly and severally against all defendants, together with treble and punitive damages, among other relief.
The Amended Complaint, as it pertains to Mr. Kostiner, covers much of the same conduct that is the subject of the Bankruptcy Complaint described above and stems from a transaction that Argon Credit entered into with Spartan Specialty Finance, LLC (“Spartan”). Argon, a consumer finance platform that made high-interest, unsecured loans to credit-impaired borrowers, financed its loans through a revolving credit facility provided by PAIF. Mr. Kostiner was the sole member of Spartan and was also, for a period of time, the Vice President of Capital Markets at Argon. Argon and Spartan entered into an agreement whereby Spartan agreed to purchase a portfolio of loans from Argon. Spartan financed the acquisition by obtaining a loan from Hamilton Funding (“Hamilton”). The Amended Complaint alleges that PAIF had a perfected security interest in the loans that Argon improperly sold to Spartan (which were financed by Hamilton Funding), and that defendants, including Mr. Kostiner, engaged in a scheme to induce PAIF to initially lend funds, later to increase its credit line, and ultimately convert and deprive PAIF of its property by numerous acts of fraud.
On July 1, 2021, defendants, including Mr. Kostiner, filed a consolidated motion to dismiss the Amended Complaint in its entirety against them, based on the following arguments: (a) the RICO claims (Counts (1)-(2)) are time-barred; (b) Fund lacks standing to bring Counts 1-11; (c) Fund is collaterally estopped from litigating the issues that are the subject of the Amended Complaint; (d) the allegations in the Amended Complaint fail to satisfy the requirements of Rules 8 and 9(b) of the Federal Rules of Civil Procedure; (e) the Amended Complaint failed to allege a duty sufficient to support its allegations in Counts 1-7; (f) Fund failed to adequately plead the elements of a valid RICO claim; and (g) Fund failed to adequately plead the elements of any of its state law claims (Counts 3-13). This motion is fully briefed and awaits resolution by the Court.
On
February 22, 2022, PAIF filed a Revised Second Amended Complaint (“RSA Complaint”) against 25 defendants, including Mr. Kostiner.
The RSA Complaint incorporates information from witness statements and journal entries from alleged Argon insiders. The claims against
Mr. Kostiner in the RSA Complaint include: (i) fraud/intentional misrepresentation; (ii) aiding and abetting fraud/intentional misrepresentation;
(iii) fraudulent concealment; (iv) aiding and abetting fraudulent concealment; (v) fraudulent/intentional inducement; (vi) conversion;
(vii) aiding and abetting conversion; (viii) civil conspiracy; and (ix) tortious interference with contractual relations. The Amended
Complaint seeks damages of approximately $
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In re Spartan Specialty Finance I SPV, LLC, Case No. 16-22881-rdd (U.S. Bankruptcy Court for the Southern District of New York White Plains Division)
On June 29, 2016, Spartan filed a petition for relief under chapter 11 of title 11 of the United States Code. It did so in order to resolve a loan dispute that it had with Hamilton, including Hamilton’s alleged right to access cash accounts that Spartan had pledged as collateral. On May 26, 2017, the bankruptcy court approved a Stipulation and Agreement Resolving Debtor’s Motion for Use of Cash Collateral and Fixing Amount of Secured Claim, between Hamilton, Spartan, and Mr. Kostiner, in his individual capacity. Spartan’s bankruptcy petition was dismissed as part of the Court’s approval of the Settlement.
Except for the actions set forth above, there is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such, and we and our officers and directors have not been subject to any such proceeding in the 12 months preceding the date of this report.
Note 14 - Leases
Right-of-Use Assets and Leases Obligations
We
lease office space and office equipment under non-cancelable operating leases, with terms typically ranging from one to three years,
subject to certain renewal options as applicable. We consider those renewal or termination options that are reasonably certain to be
exercised in the determination of the lease term and initial measurement of lease liabilities and right-of-use assets. Lease expense
for lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of
We determine whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must discount lease payments based on an estimate of its incremental borrowing rate.
We do not separate lease and nonlease components of contracts. There are no material residual value guarantees associated with any of our leases. There are no significant restrictions or covenants included in our lease agreements other than those that are customary in such arrangements.
Lease Position as of June 30, 2022 and December 31, 2021
The table below presents the lease related assets and liabilities recorded on the Company’s Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021:
| Balance Sheet Line | Classification on the Balance Sheet | June 30, 2022 | December 31, 2021 | |||||||
| (in thousands) | ||||||||||
| Assets | ||||||||||
| Operating lease assets | Operating lease right of use assets | $ | $ | | ||||||
| Total lease assets | $ | $ | ||||||||
| Liabilities | ||||||||||
| Current liabilities: | ||||||||||
| Operating lease liabilities | Current operating lease liabilities | $ | $ | |||||||
| Noncurrent liabilities: | ||||||||||
| Operating lease liabilities | Long-term operating lease liabilities | $ | $ | |||||||
| Total lease liabilities | $ | $ | ||||||||
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Lease cost for the six months ended June 30, 2022 and 2021
The table below presents the lease related costs recorded on the Company’s Consolidated Statements of Operations for the six months ended June 30, 2022 and 2021:
| Three Months Ended June 30, | ||||||||||
| Lease cost | Classification | 2022 | 2021 | |||||||
| (in thousands) | ||||||||||
| Operating lease cost | General and administrative expenses | $ | $ | | ||||||
| Total lease cost | $ | $ | ||||||||
Other Information
The table below presents supplemental cash flow information related to leases for the six months ended June 30, 2022 and 2021:
| Six Months Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| (in thousands) | ||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flows for operating leases | $ | $ | ||||||
| Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets/(decrease) of lease liability due to cancellation of leases | $ | $ | ||||||
Lease Terms and Discount Rates
The table below presents certain information related to the weighted average remaining lease terms and weighted average discount rates for the Company’s operating leases as of June 30, 2022 and December 31, 2021:
June 30, 2022 | December 31, 2021 | |||||||
| Weighted average remaining lease term - operating leases | ||||||||
| Weighted average discount rate - operating leases | % | % | ||||||
There are no lease arrangements where the Company is the lessor.
Note 15 – Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to May 17, 2022, the date that the financial statements were issued.
July 2022 ABCImpact Loan
On
July 8, 2022, the Company borrowed $
ABCImpact
previously loaned $
The
maturity date of the July Debenture is the earlier of 12 months from the issue date and the date of a Liquidity Event (as defined in
the July Debenture), and is the date upon which the principal and interest shall be due and payable. The July Debenture bears interest
at a fixed rate of
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The Company intends to use the net proceeds from the July Loan for general corporate purposes and working capital.
The
then outstanding and unpaid principal and interest shall be converted into shares of Company common stock and an equal number of common
stock purchase warrants (the “July Loan Warrant”) at the option of ABCImpact, at a conversion price per share of $
The Company may not prepay the July Debenture without the prior written consent of ABCImpact.
The
July Debenture contains customary events of default for a transaction such as the July Loan. If any event of default occurs, the outstanding
principal amount under the July Debenture, plus accrued but unpaid interest, liquidated damages and other amounts owing through the date
of acceleration, shall become, at ABCImpact’s election, immediately due and payable in cash at the Mandatory Default Amount. “Mandatory
Default Amount” means the sum of (a) the greater of
The
July Loan Warrant has an exercise price per share of $
The
exercise of the July Loan Warrant is subject to a beneficial ownership limitation of
The shares underlying the July Debenture and the July Loan Warrant have “piggy-back” registration rights afforded to them.
Forbearance Agreement
On July 15, 2022, the Company entered into a Forbearance Agreement (the “Forbearance Agreement”) with GLD with respect to the GLD Debenture, and LTP with respect to the LTP Debenture (with the GLD Debenture, the “Debentures” and each sometimes, a “Debenture”).
Pursuant to the Forbearance Agreement, GLD and LTP each agreed to forbear from exercising its rights against the Company under the applicable Debenture until the earlier of (i) a default under the Forbearance Agreement or a new default under such Debenture or (ii) October 15, 2022 (the “Forbearance Period”).
Prior to the expiration of the Forbearance Period, the Company agreed to cause a sale of the GLD Debenture to ABCImpact, or as directed by ABCImpact, at a purchase price equal to the outstanding balance due and payable on the GLD Debenture by no later than October 15, 2022, which shall be in full and complete satisfaction of the Company’s obligations to GLD under the GLD Debenture.
The
Company agreed to pay certain of GLD’s legal fees in the amount of $
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Until the date that the GLD Debenture is sold to ABCImpact and the LTP Debenture has been repaid in full, the Company shall cause Mayer and Associates LLC, a shareholder of the Company, to be restricted from exercising its existing option for shares of Company common stock at $ per share.
As partial consideration for GLD entering into the Forbearance Agreement, the Company agreed to issue to GLD shares of the common stock of the Company at a price per share of $ (the “GLD Consideration Shares”), which GLD Consideration Shares (i) at the time of their issuance thereafter shall be subject to all applicable restrictions under relevant securities laws and (ii) shall be registered for resale on a Registration Statement on Form S-1 (the “Form S-1”). In addition, as partial consideration for LTP entering into the Forbearance Agreement, the Company agreed to issue to LTP shares of the common stock of the Company at a price per share of $ (the “LTP Consideration Shares”). The issuance of the GLD Consideration Shares and the LTP Consideration Shares are subject to restrictions as described in the Forbearance Agreement and will not trigger any anti-dilution provisions of any convertible securities of the Company that may be held by GLD or LTP or their affiliates in whatever form, including the Debentures.
The Company also agreed to use its best efforts to effect a spin-off of an existing to-be-determined subsidiary of the Company, pursuant to the terms described in the Forbearance Agreement.
Following the occurrence of any of the following Events of Default, each of LTP and GLD may exercise any or all remedies as provided under the Forbearance Agreement, the applicable Debenture or applicable law:
| ● | The failure of the Company to observe, or timely comply with, or perform any covenant or term contained in the Forbearance Agreement; | |
| ● | Any warranty or representation made or deemed made by the Company in the Forbearance Agreement is or shall be untrue in any material respect; | |
| ● | The failure of the Company to observe, or timely comply with, or perform any covenant or term contained in the GLD Debenture (other than those subject to an event of default existing prior to the date of the Forbearance Agreement under the GLD Debenture, which shall not be deemed an event of default under the Forbearance Agreement); | |
| ● | The failure by ABCImpact to purchase the GLD Debenture by October 15, 2022; | |
| ● | The failure by the Company to pay GLD’s legal fees by August 31, 2022; or | |
| ● | The failure of the Company to file the Form S-1 by August 15, 2022 or to cause the Form S-1 to be declared effective by the SEC by October 15, 2022. |
August 2022 ABCImpact Loan
On
August 8, 2022, the Company borrowed $
ABCImpact
previously loaned an aggregate of $
The
maturity date of the August Debenture is the earlier of 12 months from the issue date and the date of a Liquidity Event (as defined in
the August Debenture), and is the date upon which the principal and interest shall be due and payable. The August Debenture bears interest
at a fixed rate of
The Company intends to use the net proceeds from the August Loan for general corporate purposes and working capital.
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The
then outstanding and unpaid principal and interest shall be converted into shares of Company common stock and an equal number of common
stock purchase warrants (the “August Loan Warrant”) at the option of ABCImpact, at a conversion price per share of $
The Company may not prepay the August Debenture without the prior written consent of ABCImpact.
The
August Debenture contains customary events of default for a transaction such as the August Loan. If any event of default occurs, the
outstanding principal amount under the August Debenture, plus accrued but unpaid interest, liquidated damages and other amounts owing
through the date of acceleration, shall become, at ABCImpact’s election, immediately due and payable in cash at the Mandatory Default
Amount. “Mandatory Default Amount” means the sum of
The
August Loan Warrant has an exercise price per share of $
The
exercise of the August Loan Warrant is subject to a beneficial ownership limitation of
The shares underlying the August Debenture and the August Loan Warrant have “piggy-back” registration rights afforded to them.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
INTRODUCTION
You should read the following discussion of our financial condition and results of operations with our audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. This discussion contains forward-looking statements and involves numerous risks, uncertainties, assumptions and other important factors that could cause the actual results, performance or our achievements, or industry results, to differ materially from historical results, any future results, or performance or achievements expressed or implied by such forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Information.”
Business Overview
We are a provider of practical, high-quality, and value-based educational training on the topics of personal finance, entrepreneurship, real estate, and financial markets investing strategies and techniques. Our programs are offered through a variety of formats and channels, including free workshops, basic trainings, forums, telephone mentoring, one-on-one mentoring, coaching and e-learning. During the six months ended June 30, 2022, we marketed our products and services under our Building Wealth with LegacyTM brand. During the year ended December 31, 2021, we marketed our products and services under two brands: Building Wealth with LegacyTM; and Homemade Investor by Tarek El Moussa.
Our students pay for their courses in full up-front or through payment agreements with independent third parties. Under United States of America generally accepted accounting principles (“U.S. GAAP”), we recognize revenue upon the earlier of (i) when our students take their courses or (ii) the term for taking their course expires, both of which could be several quarters after the student purchases a program and pays the fee. We recognize revenue immediately when we sell our (i) proprietary products delivered at time of sale and (ii) third party products sales. Our symposiums and forums combine multiple advanced training courses in one location, allowing us to achieve certain economies of scale that reduce costs and improve margins while also accelerating U.S. GAAP revenue recognition, while at the same time, enhancing our students’ experience, particularly, for example, through the opportunity to network with other students.
We also provide a richer experience for our students through one-on-one mentoring (two to four days in length, on site or remotely and telephone mentoring (10 to 16 weekly one-on-one or one-on-many telephone sessions). Mentoring involves a subject matter expert interacting with the student remotely or in person and guiding the student, for example, through his or her first real estate transaction, providing a real hands-on experience.
We were founded in 1996, and through a reverse merger, became a publicly-held company in November 2014. Today we are a global company that has cumulatively served more than two million students from more than 150 countries and territories over the course of our operating history.
Historically, our operations have been managed through three operating segments: (i) North America, (ii) United Kingdom, and (iii) Other Foreign Markets. We no longer operate under our Other Foreign Markets segment.
Since January 1, 2021, we have operated under two brands:
| ● | Building Wealth with Legacy TM: provides practical, high-quality and value-based educational training on the topics of personal finance, entrepreneurship, real estate, financial markets and investing strategies and techniques. This training program encompasses hands-on experience and the true spirit of investing from beginner to educated investor. In response to the limitations on travel and the social distancing protocols arising out of the Coronavirus pandemic, the Company began marketing its Legacy EducationTM products transitioning to brand name Building Wealth with LegacyTM. During the six months ended June 30, 2022, we marketed our products and services exclusively under this brand. | |
| ● | Homemade Investor by Tarek El MoussaTM introduces people to the investor mindset, real estate investing strategies, and ways to generate cash flow that are designed to help build a foundation of knowledge for their financial goals. Homemade Investor events offered nationwide free workshops, 3-day trainings and large stage events with Tarek presenting as the keynote speaker, all selling into our advanced training products. |
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Recent Developments
Impact from COVID-19 Coronavirus.
Historically, our operations have relied heavily on our and our students’ ability to travel and attend live events where large groups of people gather in local markets within each of the segments in which we operate. On March 11, 2020, the World Health Organization (WHO) declared the COVID-19 outbreak as a pandemic. As a result of worldwide restrictions on travel and social distancing, in March 2020 we temporarily ceased conducting live sales and fulfillment and furloughed substantially all of our employees. We resumed sales operations in June 2020 with online sales events selling into our suite of online, on-demand, and over-the-phone products. We also resumed online, on-demand, and over-the-phone fulfillment activities in June 2020. We resumed live operations on a limited basis, in November 2020, with events in Florida. In December 2021, the Company temporarily suspended live in-person events and will continue following strict safety protocols at the live events when resumed. We have simplified our product offerings and restructured our compensation program with respect to both employees and independent contractors to reduce costs and improve margins, but there can be no assurances that the Company will be effective in selling its products and services, or what the impact such activities will have on our financial performance. We are not able to fully quantify the continued impact that these factors will have on our financial results, but expect developments related to COVID-19 to continue to affect the Company’s financial performance in 2022 and beyond.
Results of Operations
Our financial results continue to be significantly impacted by the COVID-19 pandemic. Due to the severity and scope of the pandemic, the pace at which government and private travel restrictions and public concerns about public gathering will ease, the rate at which historically large increases of unemployment rates will decrease, and the speed with which the economy recovers are all factors that impacted our financial results. In addition, our financial results were impacted due to the winding down our Rich Dad brand and other matters as disclosed in the litigation section of Note 13 “Commitments and Contingencies” in the Notes to Consolidated Financial Statements.
Our Results of Operations in 2022 and 2021 were as follows (dollars in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenue | 68 | 3,362 | 353 | 5,982 | ||||||||||||
| Operating costs and expenses: | ||||||||||||||||
| Direct course expenses | 100 | 790 | 204 | 1,224 | ||||||||||||
| Advertising and sales expenses | 54 | 556 | 142 | 614 | ||||||||||||
| Royalty expenses | 0 | 0 | 0 | 0 | ||||||||||||
| General and administrative expenses | 662 | 1,398 | 1,309 | 2,396 | ||||||||||||
| Total operating costs and expenses | 816 | 2,744 | 1,655 | 4,234 | ||||||||||||
| Income (loss) from operations | (748 | ) | 618 | (1,302 | ) | 1,748 | ||||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense, net | (112 | ) | (386 | ) | (237 | ) | (386 | ) | ||||||||
| Other expense, net | 3 | (1 | ) | 3 | (3 | ) | ||||||||||
| Gain on forgiveness of PPP Loan | - | - | - | - | ||||||||||||
| Total other income (expense), net | (109 | ) | (387 | ) | (234 | ) | (389 | ) | ||||||||
| Income (loss) from continuing operations before income taxes | (856 | ) | 231 | (1,535 | ) | 1,359 | ||||||||||
| Income tax (expense) benefit | - | 131 | 136 | (915 | ) | |||||||||||
| Net income (loss) from continuing operations | (856 | ) | 362 | (1,399 | ) | 444 | ||||||||||
| Income from discontinued operations | — | — | — | 171 | ||||||||||||
| Net income from discontinued operations | — | — | — | $ | 171 | |||||||||||
| Net income (loss) | $ | (856 | ) | $ | 362 | $ | (1,399 | ) | $ | 615 | ||||||
| Basic earnings (loss) per common share - continuing operations | $ | (0.04 | ) | $ | 0.01 | $ | (0.04 | ) | $ | 0.02 | ||||||
| Basic earnings (loss) per common share - discontinued operations | — | — | — | $ | - | |||||||||||
| Basic earnings (loss) per common share | $ | (0.04 | ) | $ | 0.01 | $ | (0.04 | ) | $ | 0.02 | ||||||
| Diluted earnings (loss) per common share - continuing operations | $ | (0.04 | ) | $ | 0.01 | $ | (0.04 | ) | $ | 0.02 | ||||||
| Diluted earnings (loss) per common share - discontinued operations | — | — | — | $ | - | |||||||||||
| Diluted earnings (loss) per common share | $ | (0.04 | ) | $ | 0.01 | $ | (0.04 | ) | $ | 0.02 | ||||||
| Basic weighted average common shares outstanding | 24,410 | 25,113 | 34,168 | 24,156 | ||||||||||||
| Diluted weighted average common shares outstanding | 24,410 | 31,843 | 34,168 | 30,048 | ||||||||||||
| Comprehensive income: | ||||||||||||||||
| Net income (loss) | (856 | ) | 362 | (1,399 | ) | 615 | ||||||||||
| Foreign currency translation adjustments, net of tax of $0 | 765 | (52 | ) | 621 | 51 | |||||||||||
| Total comprehensive income (loss) | $ | (91 | ) | $ | 310 | $ | (778 | ) | $ | 666 | ||||||
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Our operating results are expressed as a percentage of revenue in the table below:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenue | 100 | 100 | % | 100 | 100 | |||||||||||
| Operating costs and expenses: | % | |||||||||||||||
| Direct course expenses | 146 | 23 | 58 | 20 | ||||||||||||
| Advertising and sales expenses | 78 | 17 | 40 | 10 | ||||||||||||
| Royalty expenses | - | - | - | - | ||||||||||||
| General and administrative expenses | 967 | 42 | 371 | 40 | ||||||||||||
| Total operating costs and expenses | 1,192 | 82 | 469 | 71 | ||||||||||||
| Income (loss) from operations | (1,092 | ) | 18 | (369 | ) | 29 | ||||||||||
| Other expense: | - | - | - | - | ||||||||||||
| Interest expense, net | 163 | (11 | ) | 67 | (6 | ) | ||||||||||
| Other expense, net | (4 | ) | (0 | ) | (1 | ) | (0 | ) | ||||||||
| Gain on forgiveness of PPP Loan | - | - | - | - | ||||||||||||
| Total other expense, net | 159 | (12 | ) | 66 | (7 | ) | ||||||||||
| Income (loss) from continuing operations before income taxes | (1,251 | ) | 7 | (435 | ) | 23 | ||||||||||
| Income tax (expense) benefit | - | 4 | 38 | (15 | ) | |||||||||||
| Net income (loss) from continuing operations | (1,251 | ) | 11 | (396 | ) | 7 | ||||||||||
| Income from discontinued operations | - | - | - | 3 | ||||||||||||
| Net income from discontinued operations | - | - | - | - | ||||||||||||
| Net income (loss) | (1,251 | ) | 11 | % | (396 | ) | 10 | |||||||||
Outlook
Cash sales were $ 0.1 for the six months ended June 30, 2022 compared to $0.7 million for the six months ended June 30, 2021, a decrease of $0.7 or 100%. The decrease was driven by the temporary suspension of live in-person events and ongoing student fulfillment in the North America segment.
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We believe that cash sales remain an important metric when evaluating our operating performance. Pursuant to U.S. GAAP, we recognize revenue upon the earlier of (i) when our students take their courses or (ii) the term for taking their course expires, both of which could be several quarters after the student purchases a program. Our students pay for their courses in full up-front or through payment agreements with independent third parties.
Due to the economic severity of COVID-19 pandemic on the Company’s results of operations, financial condition, and liquidity, live in-person events were temporarily suspended in December 2021 to focus on strategic initiatives. The impact of the temporary suspension of live events is unknown.
Operating Segments
Historically, our operations are managed through three operating segments: (i) North America, (ii) the United Kingdom, and (iii) Other Foreign Markets. The proportion of our total revenue attributable to each segment is as follows:
| Three Months Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| As a percentage of total revenue | ||||||||
| North America | 100.0 | % | 46.2 | % | ||||
| U.K. | — | 53.8 | % | |||||
| Other foreign markets | — | — | ||||||
| Total consolidated revenue | 100.0 | % | 100.0 | % | ||||
Six Months Ended June 30, |
||||||||
| 2022 | 2021 | |||||||
| As a percentage of total revenue | ||||||||
| North America | 100.0 | % | 96.6 | % | ||||
| U.K. | — | 1.4 | % | |||||
| Other foreign markets | — | 2.0 | % | |||||
| Total consolidated revenue | 100.0 | % | 100.0 | % | ||||
North America
Revenue derived in the North America segment majorly pertained to real estate-related education, and also included the remaining to financial markets training. We are continuing to develop methods of connecting to our students, diversify products, and develop proprietary brands in order to increase the North America segment. Revenue derived from our Homemade Investor brand was $Nil and $71.0 thousand and or as a percentage of total segment revenue was 0% and 4.6% for the three months ended June 30, 2022 and 2021, and $Nil and $346.0 thousand or as a percentage of total segment revenue was 0% and 10.5% for the six months ended June 30, 2022 and 2021, respectively. There was no revenue derived from the Rich Dad brands in our North America segment for the three months ended June 30, 2022. Revenue for the three months ended June 30, 2021 was $1.1 million or as a percentage of total segment revenue was 68.8%. We continue to fulfill contracts for students under the Rich Dad brand, however, we are no longer actively selling the Rich Dad brand.
The North America segment revenue was $0.07 million and $1.6 million or as a percentage of total revenue was 100% and 46.2% for the three months ended and $0.3 million and $3.3 million or as a percentage of revenue was 100% and 55.0% for the six months ended June 30, 2022 and 2021, respectively. The decrease in revenue of $0.9 million or 56% during the three months ended June 30, 2022 compared to the same period in 2021. The decrease in revenue of $1.53 million or 96% was due to the temporary suspension of events during the 3 months ended June 2022. We held no events in 2022, to generate any revenue from attendances. The revenue of $3 million or 91% for the 6 months is due to the same reasons.
U.K.
There was no revenue derived from the Rich Dad brands in our U.K. segment for the three and six months ended June 30, 2022. The Rich Dad brands in our U.K. segment was $1.2 million or as a percentage of total segment revenue was 66.7% for the three months ended June 30, 2021 and $1.8 million or as a percentage of total segment revenue was 66.7% for the six months ending June 30, 2021. The majority pertained to real estate-related education, with the balance pertaining to financial markets education. With the discontinued operations of UK Legacy, our U.K. segment is no longer as diverse.
There was no U.K. segment revenue for the three and six months ended June 30, 2022. The U.K. segment revenue was $1.7 million or as a percentage of total revenue 53.8% for the three months ended June 30, 2021 and $2.7 million or as a percentage of total revenue was 45.0% for the six months ended June 30, 2021. The decrease in revenue of $2.7 million for the six months ended June 30, 2022 compared to the same period in 2021, was due to decrease in revenue from expired contracts of $ 2.7 million and satisfying all outstanding obligations to students of our subsidiary Elite Legacy Education UK LTD (ELE UK) within the U.K. segment. There is no current sales activity in this segment.
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Other Foreign Markets
Historically, we have operated in other foreign markets, including Australia, New Zealand, South Africa, Hong Kong and other European, Asian and African countries. As a result of the COVID-19 pandemic, we placed in liquidation certain entities that operated in this segment, resulting in zero revenues and expenses from continuing operations in the other foreign markets segment for the six months ended June 30, 2022 and June 30, 2021, respectively. We are no longer actively selling in the market.
Three months ended June 30, 2022 compared to three months ended June 30, 2021
Revenue
Revenue was $0.07 million for the three months ended June 30, 2022 compared to $3.4 million for the three months ended June 30, 2021. Revenue decreased $3.3 million or 98% during the three months ended June 30, 2022 compared to the same period in 2021. The decrease in revenue was mainly due to decreased attendance (i.e. fulfillment) of $0.4 million or 61.5% and decreases in recognition of revenue from expired contracts of $1.9 million or 98.1%. The decrease in attendance was due to a temporary suspension of live in-person events during the six months ended June 30, 2022. In addition, the decrease is attributed to contract fulfillment of $880.0 thousand for the three month ended June 30, 2021 to fulfill student contract obligations during the liquidation process.
Cash sales were $0 million for the three months ended June 30, 2022 compared to $0.5 million for the three months ended June 30, 2021, a decrease of $0.51 or 100%. The decrease is due to the temporary suspension of live in-person events and ongoing student fulfillment in the North America segment.
Operating Expenses
Total operating costs and expenses were $0.8 million for the three months ended June 30, 2022 compared to $2.8 million for the three months ended June 30, 2021, a decrease of $ 2 million or 71%. The decrease was primarily due to a $0.7 million decrease in direct course expenses and a $0.7 million decrease in general and administrative expenses. These decreases were related to the temporary suspension of live in-person events and the ongoing impact of the COVID-19 pandemic.
Direct course expenses
Direct course expenses relate to our free preview workshops, basic and elite training, and individualized mentoring programs, consisting of instructor fees, facility costs, salaries, commissions and fees associated with our field representatives and related travel expenses. Direct course expenses were $0.1 million for the three months ended June 30, 2022 compared to $0.8 million for the three months ended June 30, 2021, a decrease of $0.7 million or 87 %, which was related to decreases in sales and training compensation, due to the economic impact of the COVID-19 pandemic on consumers and the temporary suspension of live in-person events.
Advertising and sales expenses
We generally obtain most of our potential customers through internet-based advertising. Advertising and sales expenses consist of purchased media to generate registrations to our free preview workshops and costs associated with supporting customer recruitment. We obtain the majority of our customers through free preview workshops. Historically, these preview workshops are offered in various metropolitan areas in North America, United Kingdom, and other international markets. Prior to the actual workshop, we spend a significant amount of money in the form of advertising through various media channels. Today, we offer live online and on- demand trainings as the live in-person trainings have temporarily been suspended.
Advertising and sales expenses were $ 0.05 million and $0.6 million for the three months ended June 30, 2022 and 2021, respectively, a decrease of $ 0.55 million. As a percentage of revenue, advertising and sales expenses were 78% and 16.5% of revenue for the three months ended June 30, 2022 and 2021, respectively. The decrease is due to the temporary suspension of live in-person events beginning December 2021.
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Royalty expenses
We are required to pay royalties under the licensing and related agreements pursuant to which we develop, market, and sell Rich Dad and Homemade Investor branded live seminars, training courses, and related products worldwide. There were no royalty expenses for the three months ended June 30, 2022 and 2021, respectively due to transitioning sales to our Building Wealth with Legacy TM.
General and administrative expenses
General and administrative expenses primarily consist of compensation, benefits, insurance, professional fees, facilities expenses and travel expenses for the corporate staff, as well as depreciation and amortization expenses. General and administrative expenses were $0.6 million for the three months ended June 30, 2022 compared to $1.4 million for the three months ended June 30, 2021, a decrease of $0.8 million, or 53%.
Income tax expense
We recorded income tax benefit of $0 and $131 thousand for the three months ended June 30, 2022 and 2021, respectively. Our effective tax rate was 20.0% and (56.7%) for the three months ended June 30, 2022 and 2021, respectively. Our effective tax rates differed from the U.S. statutory corporate tax rate of 21.0%, primarily because of the mix of pre-tax income or loss earned in certain jurisdictions.
We record a valuation allowance when it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, valuation allowances of $3.5 million and $3.5 million, respectively have been provided against net operating loss carryforwards and other deferred tax assets.
Net income (loss) from continuing operations
Net income (loss) from continuing operations was $(0.9) million or $(0.04) per basic and diluted common share for the three months ended June 30, 2022 compared to net income from continuing operations of $0.4 million or $0.01 per basic and diluted common share for the three months ended June 30, 2021, a decrease in net income from continuing operations of $(1.3) million or $(0.05) per basic and diluted common share.
Net income from discontinued operations
There was no Net income from discontinued operations for the three months ended June 30, 2022 and 2021.
Net Income
Net income (loss) was $(0.8) million or $(0.04) per basic and diluted common share for the three months ended June 30, 2022, compared to a net income of $0.4 million or $0.01 per basic and diluted common share for the three months ended June 30, 2021, a decrease in net income of $0.4 million or $(0.03) per basic and diluted common share.
Six months ended June 30, 2022 compared to six months ended June 30, 2021
Revenue
Revenue was $0.3 million for the six months ended June 30, 2022 compared to $6.0 million for the six months ended June 30, 2021. Revenue decreased $5.7 million or 95% during the six months ended June 30, 2022 compared to the same period in 2021. The decrease in revenue was mainly due to a decreased attendance (i.e. fulfillment) of $5.1 million or 79.9% and decrease in recognition of revenue from expired contracts of $3.0 million or 39.0%. The decrease in attendance was mainly due to governmental and private travel restrictions and students’ concerns around public gatherings and social distancing as a result of the coronavirus pandemic.
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Cash sales were $0 million for the three months ended June 30, 2022 compared to $0.5 million for the three months ended June 30, 2021, a decrease of $0.5 million or 100%. The decrease is due to the temporary suspension of live in-person events and ongoing student fulfillment in the North America segment.