Summary of changes made to restatement |
The following table represents the Condensed Consolidated Balance Sheet as previously reported, restatement adjustments, and as restated as of March 31, 2017:
|
|
As Previously Reported |
|
|
Restatement Adjustments |
|
|
As Restated |
|
ASSETS |
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
2,973 |
|
|
$ |
|
|
|
$ |
2,973 |
|
Restricted cash |
|
|
3,669 |
|
|
|
|
|
|
|
3,669 |
|
Deferred course expenses |
|
|
9,818 |
|
|
|
(34 |
) |
|
|
9,784 |
|
Prepaid expenses and other current assets |
|
|
3,707 |
|
|
|
|
|
|
|
3,707 |
|
Inventory |
|
|
363 |
|
|
|
|
|
|
|
363 |
|
Total current assets |
|
|
20,530 |
|
|
|
(34 |
) |
|
|
20,496 |
|
Property and equipment, net |
|
|
1,179 |
|
|
|
|
|
|
|
1,179 |
|
Deferred tax asset, net |
|
|
1,497 |
|
|
|
11 |
|
|
|
1,508 |
|
Other assets |
|
|
286 |
|
|
|
|
|
|
|
286 |
|
Total assets |
|
$ |
23,492 |
|
|
$ |
(23 |
) |
|
$ |
23,469 |
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
3,226 |
|
|
$ |
|
|
|
$ |
3,226 |
|
Royalties payable |
|
|
322 |
|
|
|
|
|
|
|
322 |
|
Accrued course expenses |
|
|
2,296 |
|
|
|
|
|
|
|
2,296 |
|
Accrued salaries, wages and benefits |
|
|
857 |
|
|
|
|
|
|
|
857 |
|
Other accrued expenses |
|
|
2,406 |
|
|
|
|
|
|
|
2,406 |
|
Long-term debt, current portion |
|
|
11 |
|
|
|
|
|
|
|
11 |
|
Deferred revenue, current portion |
|
|
55,268 |
|
|
|
850 |
|
|
|
56,118 |
|
Total current liabilities |
|
|
64,386 |
|
|
|
850 |
|
|
|
65,236 |
|
Long-term debt, net
of current portion |
|
|
28 |
|
|
|
|
|
|
|
28 |
|
Deferred revenue, net of current portion |
|
|
688 |
|
|
|
|
|
|
|
688 |
|
Other liabilities |
|
|
591 |
|
|
|
(343 |
) |
|
|
248 |
|
Total liabilities |
|
|
65,693 |
|
|
|
507 |
|
|
|
66,200 |
|
Commitments and contingencies (Note 10) |
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ deficit: |
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, none issued |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Common stock, $0.0001 par value, 200,000,000 shares authorized, 22,630,927 and 22,630,927 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively |
|
|
2 |
|
|
|
|
|
|
|
2 |
|
Additional paid-in capital |
|
|
11,124 |
|
|
|
|
|
|
|
11,124 |
|
Cumulative foreign currency translation adjustment |
|
|
2,370 |
|
|
|
|
|
|
|
2,370 |
|
Accumulated deficit |
|
|
(55,697 |
) |
|
|
(530 |
) |
|
|
(56,227 |
) |
Total stockholders’ deficit |
|
|
(42,201 |
) |
|
|
(530 |
) |
|
|
(42,731 |
) |
Total liabilities and stockholders’ deficit |
|
$ |
23,492 |
|
|
$ |
(23 |
) |
|
$ |
23,469 |
|
The following table represents the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) as previously reported, restatement adjustments, and as restated as of March 31, 2017:
|
|
Three Months Ended March 31, 2017 |
|
|
|
As Previously Reported |
|
|
Restatement Adjustments |
|
|
As Restated |
|
Revenue |
|
$ |
22,815 |
|
|
$ |
(850 |
) |
|
$ |
21,965 |
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Direct course expenses |
|
|
12,829 |
|
|
|
34 |
|
|
|
12,863 |
|
Advertising and sales expenses |
|
|
4,591 |
|
|
|
|
|
|
|
4,591 |
|
Royalty expenses |
|
|
893 |
|
|
|
|
|
|
|
893 |
|
General and
administrative expenses |
|
|
4,341 |
|
|
|
|
|
|
|
4,341 |
|
Total operating costs and expenses |
|
|
22,654 |
|
|
|
34 |
|
|
|
22,688 |
|
Income (loss) from operations |
|
|
161 |
|
|
|
(884 |
) |
|
|
(723 |
) |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(3 |
) |
|
|
|
|
|
|
(3 |
) |
Other income, net |
|
|
83 |
|
|
|
|
|
|
|
83 |
|
Total other income, net |
|
|
80 |
|
|
|
|
|
|
|
80 |
|
Income (loss) before income taxes |
|
|
241 |
|
|
|
(884 |
) |
|
|
(643 |
) |
Income tax benefit (expense) |
|
|
(21 |
) |
|
|
354 |
|
|
|
333 |
|
Net income (loss) |
|
$ |
220 |
|
|
$ |
(530 |
) |
|
$ |
(310 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per common share |
|
$ |
0.01 |
|
|
$ |
(0.02 |
) |
|
$ |
(0.01 |
) |
Diluted earnings (loss) per common share |
|
$ |
0.01 |
|
|
$ |
(0.02 |
) |
|
$ |
(0.01 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average common shares outstanding |
|
|
21,284 |
|
|
|
|
|
|
|
22,631 |
|
Diluted weighted average common shares outstanding |
|
|
22,631 |
|
|
|
|
|
|
|
22,631 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income/(loss): |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
220 |
|
|
$ |
(530 |
) |
|
$ |
(310 |
) |
Foreign currency translation adjustments, net of tax of $0 |
|
|
(298 |
) |
|
|
|
|
|
|
(298 |
) |
Total comprehensive income (loss) |
|
$ |
(78 |
) |
|
$ |
(530 |
) |
|
$ |
(608 |
) |
The following table represents the Condensed Consolidated Statement of Changes in Stockholders' Deficit as previously reported, restatement adjustments, and as restated as of March 31, 2017:
|
|
|
|
|
|
|
|
Additional |
|
|
Cumulative |
|
|
|
|
|
Total |
|
|
|
|
|
Total |
|
|
|
Common stock |
|
|
paid-in |
|
|
foreign |
|
|
Accumulated |
|
|
stockholder |
|
|
|
|
|
stockholder |
|
|
|
Shares |
|
|
Amount |
|
|
capital |
|
|
adjustment |
|
|
deficit |
|
|
deficit |
|
|
|
|
|
deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previously |
|
|
Restatement |
|
|
As |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
reported |
|
|
Adjustments |
|
|
Restated |
|
Balance at December 31, 2016 |
|
|
22,631 |
|
|
$ |
2 |
|
|
$ |
11,073 |
|
|
$ |
2,668 |
|
|
$ |
(55,917 |
) |
|
$ |
(42,174 |
) |
|
|
- |
|
|
$ |
(42,174 |
) |
Share-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
51 |
|
|
|
— |
|
|
|
— |
|
|
|
51 |
|
|
|
- |
|
|
|
51 |
|
Foreign currency translation adjustment, net of tax of $0 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(298 |
) |
|
|
— |
|
|
|
(298 |
) |
|
|
- |
|
|
|
(298 |
) |
Net Income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
220 |
|
|
|
220 |
|
|
|
(530 |
) |
|
|
(310 |
) |
Balance at March 31, 2017 (Restated) |
|
|
22,631 |
|
|
$ |
2 |
|
|
$ |
11,124 |
|
|
$ |
2,370 |
|
|
$ |
(55,697 |
) |
|
$ |
(42,201 |
) |
|
|
(530 |
) |
|
$ |
(42,731 |
) |
The
following table represents the Condensed Consolidated Statement of Cash Flow as previously reported, restatement adjustments, and as restated as of March 31, 2017:
|
|
Three Months Ended March 31, |
|
|
|
As |
|
|
|
|
|
|
|
|
As |
|
|
|
previously |
|
|
Restatement |
|
|
As |
|
|
previously |
|
|
|
reported |
|
|
Adjustments |
|
|
Restated |
|
|
reported |
|
|
|
2017 |
|
|
2017 |
|
|
2017 |
|
|
2016 |
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
220 |
|
|
$ |
(530 |
) |
|
$ |
(310 |
) |
|
$ |
593 |
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
33 |
|
|
|
|
|
|
|
33 |
|
|
|
39 |
|
Gain on change in fair value of derivatives |
|
|
(72 |
) |
|
|
|
|
|
|
(72 |
) |
|
|
(5 |
) |
Share-based compensation |
|
|
51 |
|
|
|
|
|
|
|
51 |
|
|
|
37 |
|
Deferred income taxes |
|
|
(201 |
) |
|
|
(354 |
) |
|
|
(555 |
) |
|
|
— |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted cash |
|
|
(502 |
) |
|
|
|
|
|
|
(502 |
) |
|
|
(454 |
) |
Deferred course expenses |
|
|
(751 |
) |
|
|
34 |
|
|
|
(717 |
) |
|
|
(54 |
) |
Prepaid expenses and other receivable |
|
|
(229 |
) |
|
|
|
|
|
|
(229 |
) |
|
|
(261 |
) |
Inventory |
|
|
(12 |
) |
|
|
|
|
|
|
(12 |
) |
|
|
30 |
|
Other assets |
|
|
(27 |
) |
|
|
|
|
|
|
(27 |
) |
|
|
— |
|
Accounts payable-trade |
|
|
(143 |
) |
|
|
|
|
|
|
(143 |
) |
|
|
1,509 |
|
Royalties payable |
|
|
146 |
|
|
|
|
|
|
|
146 |
|
|
|
144 |
|
Accrued course expenses |
|
|
1,205 |
|
|
|
|
|
|
|
1,205 |
|
|
|
628 |
|
Accrued salaries, wages and benefits |
|
|
16 |
|
|
|
|
|
|
|
16 |
|
|
|
(271 |
) |
Other accrued expenses |
|
|
432 |
|
|
|
|
|
|
|
432 |
|
|
|
(589 |
) |
Deferred revenue |
|
|
982 |
|
|
|
850 |
|
|
|
1,832 |
|
|
|
(1,034 |
) |
Other liabilities |
|
|
212 |
|
|
|
|
|
|
|
212 |
|
|
|
— |
|
Net cash provided by operating activities |
|
|
1,360 |
|
|
|
- |
|
|
|
1,360 |
|
|
|
312 |
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(81 |
) |
|
|
|
|
|
|
(81 |
) |
|
|
(20 |
) |
Net cash used in investing activities |
|
|
(81 |
) |
|
|
- |
|
|
|
(81 |
) |
|
|
(20 |
) |
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal payments on debt |
|
|
(3 |
) |
|
|
|
|
|
|
(3 |
) |
|
|
(2 |
) |
Net cash used in financing activities |
|
|
(3 |
) |
|
|
- |
|
|
|
(3 |
) |
|
|
(2 |
) |
Effect of exchange rate differences on cash |
|
|
(14 |
) |
|
|
|
|
|
|
(14 |
) |
|
|
513 |
|
Net increase in cash and cash equivalents |
|
|
1,262 |
|
|
|
- |
|
|
|
1,262 |
|
|
|
803 |
|
Cash and cash equivalents, beginning of period |
|
$ |
1,711 |
|
|
$ |
- |
|
|
$ |
1,711 |
|
|
$ |
4,881 |
|
Cash and cash equivalents, end of period |
|
$ |
2,973 |
|
|
$ |
- |
|
|
$ |
2,973 |
|
|
$ |
5,684 |
|
|