Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jan. 31, 2018 | Mar. 15, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jan. 31, 2018 | |
Entity Registrant Name | ASPEN GROUP, INC. | |
Entity Central Index Key | 1,487,198 | |
Current Fiscal Year End Date | --04-30 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 15,072,332 | |
Trading Symbol | ASPU |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jan. 31, 2018 | Apr. 30, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 3,803,080 | $ 2,756,217 |
Restricted cash | 190,506 | |
Accounts receivable, net of allowance of $544,492 and $328,864, respectively | 8,592,958 | 4,434,862 |
Prepaid expenses | 288,640 | 133,531 |
Promissory note receivable | 900,000 | |
Other receivables | 233,862 | 81,464 |
Accrued interest receivable | 8,000 | |
Total current assets | 13,109,046 | 8,314,074 |
Property and equipment: | ||
Call center equipment | 96,305 | 53,748 |
Computer and office equipment | 130,137 | 103,649 |
Furniture and fixtures | 712,209 | 255,984 |
Software | 2,590,297 | 2,131,344 |
Total | 3,528,948 | 2,544,725 |
Less accumulated depreciation and amortization | (1,161,030) | (1,090,010) |
Total property and equipment, net | 2,367,918 | 1,454,715 |
Goodwill | 5,011,432 | |
Intangible assets, net | 9,916,667 | |
Courseware, net | 137,557 | 145,477 |
Accounts receivable, secured - related party, net of allowance of $625,963, and $625,963, respectively | 45,329 | 45,329 |
Long term contractual receivable | 935,878 | 657,542 |
Other assets | 585,206 | 56,417 |
Total assets | 32,109,033 | 10,673,554 |
Current liabilities: | ||
Accounts payable | 1,273,990 | 756,701 |
Accrued expenses | 596,633 | 262,911 |
Deferred revenue | 4,156,550 | 1,354,989 |
Refunds due students | 730,722 | 310,576 |
Deferred rent, current portion | 7,429 | 11,200 |
Convertible notes payable- related party, current portion | 1,000,000 | |
Convertible notes payable, current portion | 50,000 | 50,000 |
Other current liabilities | 186,134 | |
Total current liabilities | 8,001,458 | 2,746,377 |
Convertible note payable - related party | 1,000,000 | |
Senior secured term loan, net of discount | 6,769,932 | |
Warrant Liability | 52,500 | |
Deferred rent | 60,295 | 34,437 |
Total liabilities | 15,831,685 | 2,833,314 |
Commitments and contingencies - See Note 7 | ||
Stockholders' equity: | ||
Common stock, $0.001 par value; 250,000,000 shares authorized, 15,072,332 issued and 15,055,665 outstanding at January 31, 2018 13,504,012 issued and 13,487,345 outstanding at April 30, 2017 | 15,072 | 13,504 |
Additional paid-in capital | 45,439,538 | 33,607,423 |
Treasury stock (16,667 shares) | (70,000) | (70,000) |
Accumulated deficit | (29,107,262) | (25,710,687) |
Total stockholders' equity | 16,277,348 | 7,840,240 |
Total liabilities and stockholders' equity | $ 32,109,033 | $ 10,673,554 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jan. 31, 2018 | Apr. 30, 2017 |
Assets | ||
Allowance for doubtful accounts, current accounts receivables | $ 544,492 | $ 328,864 |
Allowance for doubtful accounts, noncurrent accounts receivables | $ 625,963 | $ 625,963 |
Stockholders' Equity: | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 15,072,332 | 13,504,012 |
Common stock, shares outstanding | 15,055,665 | 13,487,345 |
Treasury stock, shares | 16,667 | 16,667 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2018 | Jan. 31, 2017 | Jan. 31, 2018 | Jan. 31, 2017 | |
Income Statement [Abstract] | ||||
Revenues | $ 5,701,958 | $ 3,735,626 | $ 14,796,483 | $ 9,957,467 |
Operating expenses | ||||
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 2,665,664 | 1,359,131 | 6,282,814 | 3,490,046 |
General and administrative | 4,677,359 | 2,133,074 | 10,975,085 | 6,228,554 |
Program review settlement expense | 25,000 | 25,000 | ||
Depreciation and amortization | 347,894 | 132,727 | 631,969 | 422,782 |
Total operating expenses | 7,690,917 | 3,649,932 | 17,889,868 | 10,166,382 |
Operating (loss) income | (1,988,959) | 85,694 | (3,093,385) | (208,915) |
Other income (expense): | ||||
Other income | 46,179 | 1,684 | 88,067 | 3,047 |
Gain on extinguishment of warrant liability | 52,500 | 52,500 | ||
Interest expense | (257,665) | (80,001) | (443,757) | (175,662) |
Total other expense, net | (158,986) | (78,317) | (303,190) | (172,615) |
(Loss) income before income taxes | (2,147,945) | 7,377 | (3,396,575) | (381,530) |
Income tax expense (benefit) | ||||
Net (loss) income | $ (2,147,945) | $ 7,377 | $ (3,396,575) | $ (381,530) |
Net (loss) income per share allocable to common stockholders - basic | $ (0.15) | $ 0 | $ (0.25) | $ (0.03) |
Net (loss) income per share allocable to common stockholders - diluted | $ (0.15) | $ 0 | $ (0.25) | $ (0.03) |
Weighted average number of common shares outstanding: basic | 14,491,634 | 11,467,345 | 13,862,992 | 11,419,270 |
Weighted average number of common shares outstanding: diluted | 14,491,634 | 13,040,970 | 13,862,992 | 11,419,270 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - 9 months ended Jan. 31, 2018 - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Total |
Balance at Apr. 30, 2017 | $ 13,504 | $ 33,607,423 | $ (70,000) | $ (25,710,687) | $ 7,840,240 |
Balance, shares at Apr. 30, 2017 | 13,504,012 | ||||
Fees associated with equity raise | (14,033) | (14,033) | |||
Restricted stock issued for services | $ 10 | 88,690 | 88,700 | ||
Restricted stock issued for services, shares | 10,000 | ||||
Stock-based compensation | 466,468 | 466,468 | |||
Common stock issued for acquisition | $ 1,203 | 10,214,041 | 10,215,244 | ||
Common stock issued for acquisition, shares | 1,203,209 | ||||
Common stock issued for cashless warrant exercises | $ 162 | (162) | |||
Common stock issued for cashless warrant exercises, shares | 162,072 | ||||
Common stock issued for warrants exercised for cash | $ 79 | 143,410 | 143,489 | ||
Common stock issued for warrants exercised for cash, shares | 79,442 | ||||
Common stock issued for stock options exercised | $ 114 | 455,273 | 455,387 | ||
Common stock issued for stock options exercised, shares | 113,597 | ||||
Warrants issued with senior secured term loan | 478,428 | 478,428 | |||
Net loss | (3,396,575) | (3,396,575) | |||
Balance at Jan. 31, 2018 | $ 15,072 | $ 45,439,538 | $ (70,000) | $ (29,107,262) | $ 16,277,348 |
Balance, shares at Jan. 31, 2018 | 15,072,332 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Jan. 31, 2018 | Jan. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (3,396,575) | $ (381,530) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Bad debt expense (recovery) | 298,144 | (25,680) |
Gain on extinguishment of warrant liability | (52,500) | |
Depreciation and amortization | 631,969 | 422,782 |
Loss on asset disposal | 27,590 | |
Stock-based compensation | 466,468 | 253,833 |
Amortization of debt discounts | 99,726 | 15,625 |
Amortization of prepaid shares for services | 37,039 | 52,500 |
Warrant buyback expense | 206,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (4,534,118) | (2,331,140) |
Prepaid expenses | (59,451) | 28,715 |
Accrued interest receivable | (45,400) | |
Other receivables | (152,398) | |
Other assets | (528,789) | (25,241) |
Accounts payable | 366,044 | 875,110 |
Accrued expenses | 218,476 | 105,111 |
Deferred rent | 22,087 | 17,318 |
Refunds due students | 420,146 | 124,912 |
Deferred revenue | 2,340,461 | 562,643 |
Other liabilities | 186,134 | |
Net cash used in operating activities | (3,654,947) | (99,042) |
Cash flows from investing activities: | ||
Cash paid in asset acquisition | (2,589,719) | |
Proceeds from promissory note interest receivable | 53,400 | |
Increase in restricted cash | (190,506) | |
Purchases of courseware | (33,369) | (6,550) |
Purchases of property and equipment | (1,171,473) | (565,306) |
Proceeds from promissory note receivable | 900,000 | |
Net cash used in investing activities | (3,031,667) | (571,856) |
Cash flows from financing activities: | ||
Warrant Buyback | (400,000) | |
Borrowing of bank line of credit | 247,000 | |
Payments for bank line of credit | (248,783) | |
Borrowing of third party line of credit | 1,250,000 | |
Third party line of credit financing costs | (60,000) | |
Proceeds of warrant and stock options exercised | 598,876 | |
Offering costs paid on debt financing | (351,366) | |
Disbursements for equity offering costs | (14,033) | (4,017) |
Proceeds from senior secured term loan | 7,500,000 | |
Net cash provided by financing activities | 7,733,477 | 784,200 |
Net increase in cash | 1,046,863 | 113,302 |
Cash at beginning of period | 2,756,217 | 783,796 |
Cash at end of period | 3,803,080 | 897,098 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 316,781 | 145,105 |
Cash paid for income taxes | ||
Supplemental disclosure of non-cash investing and financing activities | ||
Warrants issued as part of senior secured loan | 478,428 | |
Assets acquired net of liabilities assumed for non-cash consideration | 12,215,244 | |
Common stock issued for services | 62,002 | |
Warrant derivative liability | $ 52,500 |
Nature of Operations and Liquid
Nature of Operations and Liquidity | 9 Months Ended |
Jan. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Liquidity | Note 1. Nature of Operations and Liquidity Overview Aspen Group, Inc. (together with its subsidiaries, the Company or AGI) is a holding company, which has two subsidiaries. Aspen University Inc. (Aspen University) was organized in 1987 and United States University Inc. (USU) was formed May 2017 and certain assets were acquired and liabilities assumed on December 1, 2017. (See Note 10) Aspen Groups vision is to make college affordable again in America. Because we believe higher education should be a catalyst to our students long-term economic success, we exert financial prudence by offering affordable tuition that is one of the greatest values in online higher education. In March 2014, Aspen University unveiled a monthly payment plan aimed at reversing the college-debt sentence plaguing working-class Americans. The monthly payment plan offers bachelor students (except RN to BSN) the opportunity to pay their tuition at $250/month for 72 months ($18,000), nursing bachelor students (RN to BSN) $250/month for 39 months ($9,750), master students $325/month for 36 months ($11,700) and doctoral students $375/month for 72 months ($27,000), interest free, thereby giving students a monthly payment tuition payment option versus taking out a federal financial aid loan. United States University (USU) began offering monthly payment plans in the summer of 2017. Today, monthly payment plans are available for the RN to BSN program ($250/month), MBA/M.A.Ed/MSN programs ($325/month), and the MSN-FNP program ($375/month). Since 1993, Aspen University has been nationally accredited by the Distance Education and Accrediting Council (DEAC), a national accrediting agency recognized by the U.S. Department of Education (the DOE). On February 25, 2015, the DEAC informed Aspen University that it had renewed its accreditation for five years to January, 2019. Since 2009, USU has been regionally accredited by WASC Senior College and University Commission. (WSCUC). Both universities are qualified to participate under the Higher Education Act of 1965, as amended (HEA) and the Federal student financial assistance programs (Title IV, HEA programs). USU has a provisional certification. Basis of Presentation A. Interim Financial Statements The interim consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). In the opinion of the Companys management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly our results of operations for the three and nine months ended January 31, 2018 and 2017, our cash flows for the nine months ended January 31, 2018 and 2017, and our financial position as of January 31, 2018 have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year. Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim consolidated financial statements. Accordingly, these interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Report on Form 10-K for the period ended April 30, 2017 as filed with the SEC on July 25, 2017. The April 30, 2017 balance sheet is derived from those statements. B. Liquidity At January 31, 2018, the Company had a cash balance of $3,803,080 plus $190,506 in restricted cash. On July 25, 2017, the Company signed a $10 million senior secured term loan with Runway Growth Capital Fund (formerly known as GSV Growth Capital Fund). The Company drew $5 million under the facility at closing, with an additional $2.5 million drawn following the closing of the Companys acquisition of substantially all the assets of United States University, including receipt of all required regulatory approvals, among other conditions to funding. Terms of the 4-year senior loan include a 10% over 3-month LIBOR per annum interest rate. (See Notes 5 and 10). |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Jan. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2. Significant Accounting Policies Principles of Consolidation The unaudited consolidated financial statements include the accounts of Aspen Group, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts in the unaudited consolidated financial statements. Actual results could differ from those estimates. Significant estimates in the accompanying unaudited consolidated financial statements include the allowance for doubtful accounts and other receivables, the valuation of collateral on certain receivables, amortization periods and valuation of courseware, intangibles and software development costs, valuation of beneficial conversion features in convertible debt, valuation of goodwill, valuation of loss contingencies, valuation of stock-based compensation and the valuation allowance on deferred tax assets. Cash and Cash Equivalents For the purposes of the unaudited consolidated statements of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at January 31, 2018 and April 30, 2017. The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits of $250,000 per financial institution. The Company has not experienced any losses in such accounts from inception through January 31, 2018. As of January 31, 2018 and April 30, 2017, there were deposits totaling $3,594,104 and $2,687,461 respectively, held in two separate institutions greater Goodwill and Intangibles Goodwill represents the excess of purchase price over the fair market value of assets acquired and liabilities assumed from Educacion Significativa, LLC. Goodwill has an indefinite life and is not amortized. Goodwill is tested annually for impairment. Intangibles represent both indefinite lived and definite lived assets. Accreditation and regulatory approvals and Trade name and trademarks are deemed to have indefinite useful lives and accordingly are not amortized but are tested annually for impairment. Student relationships and curriculums are deemed to have definite lives and are amortized accordingly. Fair Value Measurements Fair value is 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. The Company classifies assets and liabilities recorded at fair value under the fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. The fair value measurements are classified under the following hierarchy: Level 1Observable inputs that reflect quoted market prices (unadjusted) for identical assets and liabilities in active markets; Level 2Observable inputs, other than quoted market prices, that are either directly or indirectly observable in the marketplace for identical or similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities; and Level 3Unobservable inputs that are supported by little or no market activity that are significant to the fair value of assets or liabilities. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. Refunds Due Students The Company receives Title IV funds from the Department of Education to cover tuition and living expenses. After deducting tuition and fees, the Company sends checks for the remaining balances to the students. Revenue Recognition and Deferred Revenue Revenues consist primarily of tuition and fees derived from courses taught by the Company online as well as from related educational resources that the Company provides to its students, such as access to our online materials and learning management system. Tuition revenue is recognized pro-rata over the applicable period of instruction. The Company maintains an institutional tuition refund policy, which provides for all or a portion of tuition to be refunded if a student withdraws during stated refund periods. Certain states in which students reside impose separate, mandatory refund policies, which override the Companys policy to the extent in conflict. If a student withdraws at a time when a portion or none of the tuition is refundable, then in accordance with its revenue recognition policy, the Company recognizes as revenue the tuition that was not refunded. Since the Company recognizes revenue pro-rata over the term of the course and because, under its institutional refund policy, the amount subject to refund is never greater than the amount of the revenue that has been deferred, under the Companys accounting policies revenue is not recognized with respect to amounts that could potentially be refunded. The Companys educational programs have starting and ending dates that differ from its fiscal quarters. Therefore, at the end of each fiscal quarter, a portion of revenue from these programs is not yet earned and is therefore deferred. The Company also charges students annual fees for library, technology and other services, which are recognized over the related service period. Deferred revenue represents the amount of tuition, fees, and other student payments received in excess of the portion recognized as revenue and it is included in current liabilities in the accompanying consolidated balance sheets. Other revenues may be recognized as sales occur or services are performed. The Company has revenues from students outside the United States representing 2.1% of the revenues for the quarter ended January 31, 2018. Accounting for Derivatives The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, Derivatives and Hedging. The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion, exercise, or other extinguishment (transaction) of a derivative instrument, the instrument is marked to fair value at the transaction date and then that fair value is recognized as an extinguishment gain or loss. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liability at the fair value of the instrument on the reclassification date. Business Combinations We include the results of operations of businesses we acquire from the date of the respective acquisition. We allocate the purchase price of acquisitions to the assets acquired and liabilities assumed at fair value. The excess of the purchase price of an acquired business over the amount assigned to the assets acquired and liabilities assumed is recorded as goodwill. We expense transaction costs associated with business combinations as incurred. Net Income (Loss) Per Share Net income (loss) per common share is based on the weighted average number of common shares outstanding during each period. Options to purchase 2,872,546 and 1,963,481 common shares, warrants to purchase 743,773 and 934,555 common shares, and $50,000 and $350,000 of convertible debt (convertible into 4,167 and 75,596 common shares) were outstanding at January 31, 2018 and 2017, respectively, but were not included in the computation of diluted loss per share because the effects would have been anti-dilutive. The options, warrants and convertible debt are considered to be common stock equivalents and are only included in the calculation of diluted earnings per common share when their effect is dilutive, as noted in the chart below. As required to be disclosed for quarters with net income, basic and diluted income per share for the three months ended January 31, 2017, were calculated as follows: Basic Diluted Numerator Net income applicable to common stock $ 7,377 $ 7,377 Convertible debt interest 4,010 $ 7,377 $ 11,387 Denominator Weighted average common shares outstanding 11,467,345 11,467,345 Convertible debt 75,596 Warrants and options 1,498,029 11,467,345 13,040,970 Net income per share $ 0.00 $ 0.00 Recent Accounting Pronouncements ASU 2017-01 "Business Combinations (Topic 805) - ASU 2017-04 "Intangibles - Goodwill and Other (Topic 350) - ASU 2016-02 ASU 2014-09 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Jan. 31, 2018 | |
Property and equipment: | |
Property and Equipment | Note 3. Property and Equipment As property and equipment become fully expired, the fully expired asset is written off against the associated accumulated depreciation. There is no expense impact for such write offs. Property and equipment consisted of the following at January 31, 2018 and April 30, 2017: January 31, April 30, 2018 2017 Call center hardware $ 96,305 $ 53,748 Computer and office equipment 130,137 103,649 Furniture and fixtures 712,209 255,984 Software 2,590,297 2,131,344 3,528,948 2,544,725 Accumulated depreciation and amortization (1,161,030 ) (1,090,010 ) Property and equipment, net $ 2,367,918 $ 1,454,715 Software consisted of the following at January 31, 2018 and April 30, 2017: January 31, April 30, 2018 2017 Software $ 2,590,297 $ 2,131,344 Accumulated amortization (1,012,655 ) (994,017 ) Software, net $ 1,577,642 $ 1,137,327 Depreciation and Amortization expense for all Property and Equipment as well as the portion for just software is presented below for three and nine months ended January 31, 2018 and 2017: For the For the Three Months Ended January 31, Nine Months Ended January 31, 2018 2017 2018 2017 Depreciation and amortization Expense $ 150,596 $ 119,064 $ 407,346 $ 378,118 Software amortization Expense $ 121,695 $ 105,914 $ 341,825 $ 342,938 The following is a schedule of estimated future amortization expense of software at January 31, 2018: Year Ending April 30, 2018 $ 127,811 2019 456,038 2020 386,196 2021 313,749 2022 293,848 Total $ 1,577,642 |
Courseware
Courseware | 9 Months Ended |
Jan. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Courseware | Note 4. Courseware Courseware costs capitalized were $33,369 for the nine months ended January 31, 2018. Fully expired courseware is written off against the accumulated amortization. There is no expense impact for such write-offs. Courseware consisted of the following at January 31, 2018 and April 30, 2017: January 31, April 30, 2018 2017 Courseware $ 283,046 $ 271,777 Accumulated amortization (145,489 ) (126,300 ) Courseware, net $ 137,557 $ 145,477 Amortization expense of courseware for the three and nine months ended January 31, 2018 and 2017: For the For the Three Months Ended January 31, Nine Months Ended January 31, 2018 2017 2018 2017 Amortization expense $ 13,966 $ 13,663 $ 41,289 $ 44,664 The following is a schedule of estimated future amortization expense of courseware at January 31, 2018: Year Ending April 30, 2018 $ 14,152 2019 56,143 2020 42,301 2021 15,336 2022 9,625 Total $ 137,557 |
Senior Secured Term Loan
Senior Secured Term Loan | 9 Months Ended |
Jan. 31, 2018 | |
Debt Disclosure [Abstract] | |
Senior Secured Term Loan | Note 5. Senior Secured Term Loan On July 25, 2017, the Company signed a $10 million senior secured term loan with Runway Growth Capital Fund (formerly known as GSV Growth Capital Fund). The Company drew $5 million under the facility at closing, then subsequently drew $2.5 million following the closing of the Companys acquisition of substantially all the assets of the United States University, including receipt of all required regulatory approvals, among other conditions to funding. Terms of the 4-year senior loan include a 10% over 3-month LIBOR per annum interest rate. The Company will be required to begin making principal repayments upon the 24-month anniversary of the initial closing (July 24, 2019), and each month thereafter will repay 1/24th of the total loan amount outstanding. Should the Company achieve both annualized revenue growth of at least 30% and operating margin of at least 7.5% for any 12-month trailing period, then at the quarter-end of that 12-month trailing period, the Company may elect to extend the interest only period for the quarter immediately following the 12-month trailing period throughout the duration of the loan. Additionally, the Company paid a 0.25% origination fee on the initial $5 million draw and paid another 0.25% origination fee upon the second $2.5 million draw, will be subject to a final payment fee of 3.25% of the principal lent, and issued 224,174 5-year warrants at an exercise price of $6.87. The relative fair value of the warrants was $478,428 and was recorded as debt discount along with other direct costs of the term loan and is being amortized to interest expense over the term of the loan. |
Convertible Notes - Related Par
Convertible Notes - Related Party | 9 Months Ended |
Jan. 31, 2018 | |
Convertible Debt [Abstract] | |
Convertible Notes - Related Party | Note 6. Convertible Notes Related Party On December 1, 2017, the Company completed the acquisition of USU and, as part of the consideration, a $2.0 million convertible note (the Note) was issued, bearing 8% annual interest that matures over a two-year period after the closing. (See Note 10) At the option of the Note holder, on each of the first and second anniversaries of the closing date, $1,000,000 of principal and accrued interest under the Note will be convertible into shares of the Companys common stock based on the volume weighted average price per share for the ten preceding trading days (subject to a floor of $2.00 per share) or become payable in cash. There was no beneficial conversion feature on the note date and the conversion terms of the note exempt it from derivative accounting. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jan. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7. Commitments and Contingencies Employment Agreements From time to time, the Company enters into employment agreements with certain of its employees. These agreements typically include bonuses, some of which are performance-based in nature. As of January 31, 2018, no performance bonuses have been earned. Legal Matters From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of January 31, 2018, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations. Regulatory Matters The Companys subsidiaries, Aspen University and United States University, are subject to extensive regulation by Federal and State governmental agencies and accrediting bodies. In particular, the Higher Education Act (the HEA) and the regulations promulgated thereunder by the DOE subject the subsidiaries to significant regulatory scrutiny on the basis of numerous standards that schools must satisfy to participate in the various types of federal student financial assistance programs authorized under Title IV of the HEA. On August 22, 2017, the DOE informed Aspen University of its determination that the institution has qualified to participate under the HEA and the Federal student financial assistance programs (Title IV, HEA programs), and set a subsequent program participation agreement reapplication date of March 31, 2021. USU currently has provisional certification to participate in the Title IV Programs due to the business combination. The provisional certification allows the school to continue to receive Title IV funding as it did prior to the change of ownership. The HEA requires accrediting agencies to review many aspects of an institution's operations in order to ensure that the education offered is of sufficiently high quality to achieve satisfactory outcomes and that the institution is complying with accrediting standards. Failure to demonstrate compliance with accrediting standards may result in the imposition of probation, the requirements to provide periodic reports, the loss of accreditation or other penalties if deficiencies are not remediated. Because Aspen University and USU operate in a highly regulated industry, it may be subject from time to time to audits, investigations, claims of noncompliance or lawsuits by governmental agencies or third parties, which allege statutory violations, regulatory infractions or common law causes of action. Return of Title IV Funds An institution participating in Title IV Programs must correctly calculate the amount of unearned Title IV Program funds that have been disbursed to students who withdraw from their educational programs before completion and must return those unearned funds in a timely manner, no later than 45 days of the date the school determines that the student has withdrawn. Under Department regulations, failure to make timely returns of Title IV Program funds for 5% or more of students sampled on the institution's annual compliance audit in either of its two most recently completed fiscal years can result in the institution having to post a letter of credit in an amount equal to 25% of its required Title IV returns during its most recently completed fiscal year. If unearned funds are not properly calculated and returned in a timely manner, an institution is also subject to monetary liabilities or an action to impose a fine or to limit, suspend or terminate its participation in Title IV Programs. Subsequent to a compliance audit, USU recognized that it had not fully complied with all requirements for calculating and making timely returns of Title IV funds (R2T4). In 2016, USU had a material finding related to the same issue and is required to maintain a letter of credit in the amount of $71,634 as a result of this finding. The letter of credit has been provided to the Department of Education by AGI. Delaware Approval to Confer Degrees Aspen University is a Delaware corporation. Delaware law requires an institution to obtain approval from the Delaware Department of Education (Delaware DOE) before it may incorporate with the power to confer degrees. In July 2012, Aspen received notice from the Delaware DOE that it was granted provisional approval status effective until June 30, 2015. On April 25, 2016 the Delaware DOE informed Aspen University it was granted full approval to operate with degree-granting authority in the State of Delaware until July 1, 2020. Aspen University is authorized by the Colorado Commission on Education to operate in Colorado as a degree granting institution. USU is also a Delaware corporation and is in the process of obtaining Delaware approval. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Jan. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 8. Stockholders Equity Common Stock Effective May 24, 2017, the Company entered into waiver agreements with all of its investors in the April 2017 common stock offering. In consideration for waiving their registration rights, the Company paid to each of the investors 1.5% of their investment amount in the offering. The total amount paid was $112,500 and was recorded in general and administrative expenses during the quarter ended July 31, 2017. In November 2017, the company issued 5,000 restricted shares each to two consultants assisting with establishing the new campus. The shares were valued at $88,700 based on the trading price of $8.87 on the grant date and recorded as a prepaid asset being amortized over the six month term of the agreement. (See Note 11) On December 1, 2017 certain assets were acquired and certain liabilities assumed from Educacion Significativa, LLC (dba United States University) by United States University, Inc. United States University, Inc. is a wholly owned subsidiary of Aspen Group Inc. As part of the purchase price the company issued 1,203,209 shares of AGI stock were valued at the quoted closing price of $8.49 per share as of November 30, 2017. (See Note 10) Warrants A summary of the Companys warrant activity during the nine months ended January 31, 2017 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Shares Price Term Value Balance outstanding, April 30, 2017 914,123 $ 2.82 1.6 $ 1,100,203 Granted 224,174 6.87 5.0 307,118 Exercised (356,267 ) 0.55 Forfeited Expired (38,257 ) Balance outstanding, January 31, 2018 743,773 $ 4.08 2.1 $ 3,095,502 Exercisable, January 31, 2018 743,773 $ 4.08 2.1 $ 3,095,502 In connection with the Senior Secured Term Loan that was finalized on July 25, 2017, the Company issued 224,174 5-year warrants at an exercise price of $6.87. (See Note 5) The Company issued 241,514 shares of Common Stock in conjunction with the cash and cashless exercise of 356,267 warrants. The Company received $143,489 in conjunction with the cash exercises. Stock Incentive Plan and Stock Option Grants to Employees and Directors On March 13, 2012, the Company adopted the 2012 Equity Incentive Plan (the Plan) that provides for the grant of 1,691,667 shares effective November 2015, 2,108,333 shares effective June 2016 and 3,500,000 shares effective July 2017, in the form of incentive stock options, non-qualified stock options, restricted shares, stock appreciation rights and restricted stock units to employees, consultants, officers and directors. As of January 31, 2018, there were 622,454 shares remaining under the Plan for future issuance. The Company estimates the fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected option term, expected volatility of the Companys stock price over the expected term, expected risk-free interest rate over the expected option term, expected dividend yield rate over the expected option term, and an estimate of expected forfeiture rates. The Company believes this valuation methodology is appropriate for estimating the fair value of stock options granted to employees and directors which are subject to ASC Topic 718 requirements. These amounts are estimates and thus may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The Company recognizes compensation on a straight-line basis over the requisite service period for each award. The following table summarizes the assumptions the Company utilized to record compensation expense for stock options granted to employees during the nine months ended January 31, 2018. January 31, 2018 Expected life (years) 4-6.5 Expected volatility 40-43 % Risk-free interest rate 0.00 % Dividend yield n/a The Company utilized the simplified method to estimate the expected life for stock options granted to employees. The simplified method was used as the Company does not have sufficient historical data regarding stock option exercises. The expected volatility is based on the average of the expected volatilities from the most recent audited financial statements available for comparative public companies that are deemed to be similar in nature to the Company. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected life of the related option at the time of the grant. Dividend yield is based on historical trends. While the Company believes these estimates are reasonable, the compensation expense recorded would increase if the expected life was increased, a higher expected volatility was used, or if the expected dividend yield increased. A summary of the Companys stock option activity for employees and directors during the nine months ended January 31, 2018, is presented below: Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Shares Price Term Value Balance outstanding, April 30, 2017 2,097,384 $ 1.86 2.7 $ 12,489,871 Granted 844,000 $ 3.53 3.4 1,867,740 Exercised (63,838 ) $ 3.13 Forfeited Expired Balance outstanding, January 31, 2018 2,877,546 $ 3.52 3.24 $ 17,658,268 Exercisable, January 31, 2018 1,083,484 $ 2.22 2.07 $ 8,727,757 On May 13, 2017, the Company granted its executive officers a total of 500,000 five-year options to purchase shares of the Companys common stock under the Plan. The options vest annually over three years, subject to continued employment at each applicable vesting date, and are exercisable at $4.90 per share. The Chairman and Chief Executive Officer received 200,000 options with a fair value of $282,000, the Chief Operating Officer received 200,000 options with a fair value of $282,000, the Chief Academic Officer received 70,000 options with a fair value of $98,700 and the Chief Financial Officer received 30,000 options with a fair value of $42,300. In May 2017, the Company issued 5,500 stock options to various employees at exercise prices ranging from $4.95 to $5.10 per share. Effective June 11, 2017, the Company granted the Chief Academic Officer 30,000 five-year options. The options vest quarterly over a three-year period in 12 equal quarterly increments with the first vesting date being September 11, 2017, subject to continued employment on each applicable vesting date. The options are exercisable at $6.28 per share and the fair value is $54,000. On August 21, 2017, 53,000 options were issued to 26 employees with an exercise price of $5.95 per share and a fair value of $90,630. On January 4, 2018, 180,000 options were issued to the board of directors with an exercise price of $9.07 per share and a fair value of $421,200. On January 14, 2018, 75,500 options were issued to employees with an exercise price of $8.57 per share and a fair value of $152,510. During the nine months ended January 31, 2018, the company issued 113,597 shares of common stock in conjunction with the exercise of 63,838 stock options. The company received $455,387 related to these exercises. As of January 31, 2018, there was $1,474,855 of unrecognized compensation costs related to nonvested share-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of 2.0 years. The Company recorded compensation expense of $466,468 and $253,833 for the nine months ended January 31, 2018 and 2017, respectively, in connection with stock options. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Jan. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9. Related Party Transactions See Note 6 for discussion of convertible notes payable to a related party. |
Acquisition of USU
Acquisition of USU | 9 Months Ended |
Jan. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisition of USU | Note 10 Acquisition of USU On December 1, 2017 certain assets were acquired and certain liabilities assumed from Educacion Significativa, LLC (dba United States University) by United States University, Inc. United States University, Inc. is a wholly owned subsidiary of Aspen Group Inc. (AGI) and was set up for purposes of finalizing the asset purchase transaction. For purposes of purchase accounting, Aspen Group, Inc. is referred to as the acquirer. Aspen Group, Inc. acquired the assets and assumed the liabilities of Educacion Significativa, LLC (dba United States University) for a purchase price of approximately $14.8 million. The purchase consideration consisted of a cash payment of $2,500,000 less an adjustment for working capital of approximately $110,000 plus approximately $200,000 of additional costs paid to/on behalf of and for the benefit of the seller, a convertible note of $2,000,000 and 1,203,209 shares of AGI stock valued at the quoted closing price of $8.49 per share as of November 30, 2017. The stock consideration represents $10,215,244 of the purchase consideration. The acquisition was accounted for by AGI in accordance with the acquisition method of accounting pursuant to ASC 805 Business Combinations and pushdown accounting was applied to record the fair value of the assets acquired and liabilities assumed on United States University, Inc. Under this method, the purchase price is allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the amount paid over the estimated fair values of the identifiable net assets was $5,011,432 which has been reflected in the balance sheet as goodwill. The following is a summary of the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition: Purchase Price Allocation Useful Life Cash and cash equivalents $ Current assets acquired 244,465 Other assets acquired 176,667 Intangible assets Accreditation and regulatory approvals 6,200,000 Trade name and trademarks 1,700,000 Student relationships 2,000,000 2 years Curriculum 200,000 1 year Goodwill 5,011,432 Less: Current liabilities assumed (727,601 ) Total purchase price $ 14,804,963 We determined the fair value of assets acquired and liabilities assumed based on assumptions that reasonable market participants would use while employing the concept of highest and best use of the respective items. We used the following assumptions, the majority of which include significant unobservable inputs (Level 3), and valuation methodologies to determine fair value: · Intangibles - We used the multiple period excess earnings method to value the Accreditation and regulatory approvals. The Trade name and trademarks were valued using the relief-from-royalty method, which represents the benefit of owning these intangible assets rather than paying royalties for their use. The Student relationships were valued using the excess earnings method. The curriculum was valued using the replacement cost approach. · Other assets and liabilities - The carrying value of all other assets and liabilities approximated fair value at the time of acquisition. The goodwill resulting from the acquisition may become deductible for tax purposes in the future. The goodwill resulting from the acquisition is principally attributable to the future earnings potential associated with enrollment growth and other intangibles that do not qualify for separate recognition such as the assembled workforce. We have selected an April 30 th We assigned an indefinite useful life to the accreditation and regulatory approvals and the trade name and trademarks as we believe they have the ability to generate cash flows indefinitely. In addition, there are no legal, regulatory, contractual, economic or other factors to limit the intangibles useful life and we intend to renew the intangibles, as applicable, and renewal can be accomplished at little cost. We determined all other acquired intangibles are finite-lived and we are amortizing them on either a straight-line basis or using an accelerated method to reflect the pattern in which the economic benefits of the assets are expected to be consumed. Amortization for the period of inception through January 31, 2018 was $183,333. The expected benefits from the business acquisition will allow USU, Inc. to achieve its vision of making college affordable again on a much broader scale along with providing various accreditations. The Company is in the process of completing its accounting and valuations of USU, Inc. and accordingly, the estimated fair values and allocation of purchase price noted above is provisional pending the final valuation of the assets acquired and liabilities assumed which will not exceed one-year in accordance with ASC 805. The total acquisition costs that AGI incurred was approximately $1,050,000, of which approximately $200,000 was incurred in the fiscal year ended April 30, 2017 and $850,000 was incurred in the current year. The results of operations of USU are included in the Companys consolidated statement of operations from the date of acquisition of December 1, 2017. The following supplemental unaudited pro forma combined information assumes that the acquisitions had occurred as of the beginning of each period present: For the Year Ended For the Nine Months Ended (unaudited) (unaudited) Revenue $ 18,038,474 $ 10,719,546 Net Loss $ (5,444,205 ) $ (3,521,086 ) Loss per common share- basic and diluted $ (0.47 ) $(0.26 ) The pro forma financial information is not necessarily indicative of the results that would have occurred if these acquisitions had occurred on the dates indicated or that result in the future. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jan. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11. Subsequent Events On February 20, 2018, AGI announced that Aspen University is entering the pre-licensure Bachelor of Science in Nursing (BSN) degree program business. Aspens first campus will be located in Phoenix, Arizona and the university is targeting to begin enrolling students for the upcoming summer semester. Aspens pre-licensure BSN program is offered as a full-time, three-year (nine semester) program that is specifically designed for students who do not currently hold a state nursing license and have no prior nursing experience. Aspen will admit students into three tracks; 1) High school graduates with no prior college credits, 2) students that have less than 48 general education prerequisites completed, and 3) students that have completed all 48 general education prerequisite credits and are ready to enter the core Nursing courses and clinical experiences. Related to that announcement, Aspen University has entered into a 92 month lease for a total of 38,014 rentable square feet in a building complex in Phoenix for both the pre-licensure program and the enrollment center. The lease commencement date is expected to be in the spring of 2018 and upon commencement, the monthly payments will be approximately $67,000 per month subject to escalation terms. During the quarter ended 1-31-18, the Company paid a deposit of $519,000. |
Significant Accounting Polici18
Significant Accounting Policies (Policies) | 9 Months Ended |
Jan. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The unaudited consolidated financial statements include the accounts of Aspen Group, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts in the unaudited consolidated financial statements. Actual results could differ from those estimates. Significant estimates in the accompanying unaudited consolidated financial statements include the allowance for doubtful accounts and other receivables, the valuation of collateral on certain receivables, amortization periods and valuation of courseware intangibles and software development costs, valuation of beneficial conversion features in convertible debt, valuation of goodwill, valuation of loss contingencies, valuation of stock-based compensation and the valuation allowance on deferred tax assets. |
Cash and Cash Equivalents | Cash and Cash Equivalents For the purposes of the unaudited consolidated statements of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at January 31, 2018 and April 30, 2017. The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits of $250,000 per financial institution. The Company has not experienced any losses in such accounts from inception through January 31, 2018. As of January 31, 2018 and April 30, 2017, there were deposits totaling $3,594,104 and $2,687,461 respectively, held in two separate institutions greater |
Goodwill and Intangibles | Goodwill and Intangibles Goodwill represents the excess of purchase price over the fair market value of assets acquired and liabilities assumed from Educacion Significativa, LLC. Goodwill has an indefinite life and is not amortized. Goodwill is tested annually for impairment. Intangibles represent both indefinite lived and definite lived assets. Accreditation and regulatory approvals and Trade name and trademarks are deemed to have indefinite useful lives and accordingly are not amortized but are tested annually for impairment. Student relationships and curriculums are deemed to have definite lives and are amortized accordingly. |
Fair Value Measurements | Fair Value Measurements Fair value is 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. The Company classifies assets and liabilities recorded at fair value under the fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. The fair value measurements are classified under the following hierarchy: Level 1Observable inputs that reflect quoted market prices (unadjusted) for identical assets and liabilities in active markets; Level 2Observable inputs, other than quoted market prices, that are either directly or indirectly observable in the marketplace for identical or similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities; and Level 3Unobservable inputs that are supported by little or no market activity that are significant to the fair value of assets or liabilities. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. |
Refunds Due Students | Refunds Due Students The Company receives Title IV funds from the Department of Education to cover tuition and living expenses. After deducting tuition and fees, the Company sends checks for the remaining balances to the students. |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue Revenues consist primarily of tuition and fees derived from courses taught by the Company online as well as from related educational resources that the Company provides to its students, such as access to our online materials and learning management system. Tuition revenue is recognized pro-rata over the applicable period of instruction. The Company maintains an institutional tuition refund policy, which provides for all or a portion of tuition to be refunded if a student withdraws during stated refund periods. Certain states in which students reside impose separate, mandatory refund policies, which override the Companys policy to the extent in conflict. If a student withdraws at a time when a portion or none of the tuition is refundable, then in accordance with its revenue recognition policy, the Company recognizes as revenue the tuition that was not refunded. Since the Company recognizes revenue pro-rata over the term of the course and because, under its institutional refund policy, the amount subject to refund is never greater than the amount of the revenue that has been deferred, under the Companys accounting policies revenue is not recognized with respect to amounts that could potentially be refunded. The Companys educational programs have starting and ending dates that differ from its fiscal quarters. Therefore, at the end of each fiscal quarter, a portion of revenue from these programs is not yet earned and is therefore deferred. The Company also charges students annual fees for library, technology and other services, which are recognized over the related service period. Deferred revenue represents the amount of tuition, fees, and other student payments received in excess of the portion recognized as revenue and it is included in current liabilities in the accompanying consolidated balance sheets. Other revenues may be recognized as sales occur or services are performed. The Company has revenues from students outside the United States representing 2.1% of the revenues for the quarter ended January 31, 2018. |
Accounting for Derivatives | Accounting for Derivatives The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, Derivatives and Hedging. The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion, exercise, or other extinguishment transaction of a derivative instrument, the instrument is marked to fair value at the transaction date and then that fair value is recognized as an extinguishment gain or loss. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liability at the fair value of the instrument on the reclassification date. |
Business Combinations | Business Combinations We include the results of operations of businesses we acquire from the date of the respective acquisition. We allocate the purchase price of acquisitions to the assets acquired and liabilities assumed at fair value. The excess of the purchase price of an acquired business over the amount assigned to the assets acquired and liabilities assumed is recorded as goodwill. We expense transaction costs associated with business combinations as incurred. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Net income (loss) per common share is based on the weighted average number of common shares outstanding during each period. Options to purchase 2,872,546 and 1,963,481 common shares, warrants to purchase 743,773 and 934,555 common shares, and $50,000 and $350,000 of convertible debt (convertible into 4,167 and 75,596 common shares) were outstanding at January 31, 2018 and 2017, respectively, but were not included in the computation of diluted loss per share because the effects would have been anti-dilutive. The options, warrants and convertible debt are considered to be common stock equivalents and are only included in the calculation of diluted earnings per common share when their effect is dilutive, as noted in the chart below. As required to be disclosed for quarters with net income, basic and diluted income per share for the three months ended January 31, 2017, were calculated as follows: Basic Diluted Numerator Net income applicable to common stock $ 7,377 $ 7,377 Convertible debt interest 4,010 $ 7,377 $ 11,387 Denominator Weighted average common shares outstanding 11,467,345 11,467,345 Convertible debt 75,596 Warrants and options 1,498,029 11,467,345 13,040,970 Net income per share $ 0.00 $ 0.00 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements ASU 2017-01 "Business Combinations (Topic 805) - ASU 2017-04 "Intangibles - Goodwill and Other (Topic 350) - ASU 2016-02 ASU 2014-09 |
Significant Accounting Polici19
Significant Accounting Policies (Tables) | 9 Months Ended |
Jan. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Income per Share | As required to be disclosed for quarters with net income, basic and diluted income per share for the three months ended January 31, 2017, were calculated as follows: Basic Diluted Numerator Net income applicable to common stock $ 7,377 $ 7,377 Convertible debt interest 4,010 $ 7,377 $ 11,387 Denominator Weighted average common shares outstanding 11,467,345 11,467,345 Convertible debt 75,596 Warrants and options 1,498,029 11,467,345 13,040,970 Net income per share $ 0.00 $ 0.00 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Jan. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at January 31, 2018 and April 30, 2017: January 31, April 30, 2018 2017 Call center hardware $ 96,305 $ 53,748 Computer and office equipment 130,137 103,649 Furniture and fixtures 712,209 255,984 Software 2,590,297 2,131,344 3,528,948 2,544,725 Accumulated depreciation and amortization (1,161,030 ) (1,090,010 ) Property and equipment, net $ 2,367,918 $ 1,454,715 |
Schedule of Depreciation and Amortization Expense | Depreciation and Amortization expense for all Property and Equipment as well as the portion for just software is presented below for three and nine months ended January 31, 2018 and 2017: For the For the Three Months Ended January 31, Nine Months Ended January 31, 2018 2017 2018 2017 Depreciation and amortization Expense $ 150,596 $ 119,064 $ 407,346 $ 378,118 Software amortization Expense $ 121,695 $ 105,914 $ 341,825 $ 342,938 |
Schedule of Estimated Future Amortization Expense | The following is a schedule of estimated future amortization expense of software at January 31, 2018: Year Ending April 30, 2018 $ 127,811 2019 456,038 2020 386,196 2021 313,749 2022 293,848 Total $ 1,577,642 |
Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Schedule of Intangible Asset | Software consisted of the following at January 31, 2018 and April 30, 2017: January 31, April 30, 2018 2017 Software $ 2,590,297 $ 2,131,344 Accumulated amortization (1,012,655 ) (994,017 ) Software, net $ 1,577,642 $ 1,137,327 |
Courseware (Tables)
Courseware (Tables) | 9 Months Ended |
Jan. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |
Schedule of Estimated Future Amortization Expense | The following is a schedule of estimated future amortization expense of software at January 31, 2018: Year Ending April 30, 2018 $ 127,811 2019 456,038 2020 386,196 2021 313,749 2022 293,848 Total $ 1,577,642 |
Courseware [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Schedule of Intangible Asset | Courseware consisted of the following at January 31, 2018 and April 30, 2017: January 31, April 30, 2018 2017 Courseware $ 283,046 $ 271,777 Accumulated amortization (145,489 ) (126,300 ) Courseware, net $ 137,557 $ 145,477 |
Schedule of Amortization Expense of Intangible Assets | Amortization expense of courseware for the three and nine months ended January 31, 2018 and 2017: For the For the Three Months Ended January 31, Nine Months Ended January 31, 2018 2017 2018 2017 Amortization expense $ 13,966 $ 13,663 $ 41,289 $ 44,664 |
Schedule of Estimated Future Amortization Expense | The following is a schedule of estimated future amortization expense of courseware at January 31, 2018: Year Ending April 30, 2018 $ 14,152 2019 56,143 2020 42,301 2021 15,336 2022 9,625 Total $ 137,557 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Jan. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Warrants Activity | A summary of the Companys warrant activity during the nine months ended January 31, 2017 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Shares Price Term Value Balance outstanding, April 30, 2017 914,123 $ 2.82 1.6 $ 1,100,203 Granted 224,174 6.87 5.0 307,118 Exercised (356,267 ) 0.55 Forfeited Expired (38,257 ) Balance outstanding, January 31, 2018 743,773 $ 4.08 2.1 $ 3,095,502 Exercisable, January 31, 2018 743,773 $ 4.08 2.1 $ 3,095,502 |
Schedule of Assumptions Used In Valuing Stock Options | The following table summarizes the assumptions the Company utilized to record compensation expense for stock options granted to employees during the nine months ended January 31, 2018. January 31, 2018 Expected life (years) 4-6.5 Expected volatility 40-43 % Risk-free interest rate 0.00 % Dividend yield n/a |
Schedule of Stock Option Activity | A summary of the Companys stock option activity for employees and directors during the nine months ended January 31, 2018, is presented below: Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Shares Price Term Value Balance outstanding, April 30, 2017 2,097,384 $ 1.86 2.7 $ 12,489,871 Granted 844,000 $ 3.53 3.4 1,867,740 Exercised (63,838 ) $ 3.13 Forfeited Expired Balance outstanding, January 31, 2018 2,877,546 $ 3.52 3.24 $ 17,658,268 Exercisable, January 31, 2018 1,083,484 $ 2.22 2.07 $ 8,727,757 |
Acquisition of USU (Tables)
Acquisition of USU (Tables) | 9 Months Ended |
Jan. 31, 2018 | |
Business Combinations [Abstract] | |
Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The following is a summary of the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition: Purchase Price Allocation Useful Life Cash and cash equivalents $ Current assets acquired 244,465 Other assets acquired 176,667 Intangible assets Accreditation and regulatory approvals 6,200,000 Trade name and trademarks 1,700,000 Student relationships 2,000,000 2 years Curriculum 200,000 1 year Goodwill 5,011,432 Less: Current liabilities assumed (727,601 ) Total purchase price $ 14,804,963 |
Supplemental Unaudited Pro Forma Combined Information Assumes Acquisition | The following supplemental unaudited pro forma combined information assumes that the acquisitions had occurred as of the beginning of each period present: For the Year Ended For the Nine Months Ended (unaudited) (unaudited) Revenue $ 18,038,474 $ 10,719,546 Net Loss $ (5,444,205 ) $ (3,521,086 ) Loss per common share- basic and diluted $ (0.47 ) $(0.26 ) |
Nature of Operations and Liqu24
Nature of Operations and Liquidity (Overview) (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Mar. 31, 2014 | Jan. 31, 2018 | |
Bachelor Program [Member] | ||
Product Information [Line Items] | ||
Monthly tuition | $ 250 | |
Tuition payment period | 72 months | |
Total tuition | $ 18,000 | |
Nursing Program [Member] | ||
Product Information [Line Items] | ||
Monthly tuition | $ 250 | |
Tuition payment period | 39 months | |
Total tuition | $ 9,750 | |
Master Program [Member] | ||
Product Information [Line Items] | ||
Monthly tuition | $ 325 | |
Tuition payment period | 36 months | |
Total tuition | $ 11,700 | |
Doctoral Program [Member] | ||
Product Information [Line Items] | ||
Monthly tuition | $ 375 | |
Tuition payment period | 72 months | |
Total tuition | $ 27,000 | |
RN to BSN program [Member] | ||
Product Information [Line Items] | ||
Monthly tuition | $ 250 | |
MBA/M.A.Ed/MSN programs [Member] | ||
Product Information [Line Items] | ||
Monthly tuition | 325 | |
MSN-FNP program [Member] | ||
Product Information [Line Items] | ||
Monthly tuition | $ 375 |
Nature of Operations and Liqu25
Nature of Operations and Liquidity (Liquidity) (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | ||
Jul. 25, 2017 | Jan. 31, 2018 | Jan. 31, 2018 | Jan. 31, 2017 | Apr. 30, 2017 | |
Debt Instrument [Line Items] | |||||
Approximate cash position | $ 3,803,080 | $ 3,803,080 | |||
Restricted cash | 190,506 | 190,506 | |||
Proceeds from term loan | $ 7,500,000 | ||||
Secured Debt [Member] | Runway Growth Credit Fund [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument face amount | $ 10,000,000 | ||||
Proceeds from term loan | $ 5,000,000 | $ 2,500,000 | |||
LIBOR interest rate | 10.00% | ||||
Debt instrument term | 4 years |
Significant Accounting Polici26
Significant Accounting Policies (Narrative) (Details) - USD ($) | 9 Months Ended | ||
Jan. 31, 2018 | Jan. 31, 2017 | Apr. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Cash insured by FDIC | $ 250,000 | $ 250,000 | |
Amount of cash balance uninsured by FDIC | $ 3,594,104 | $ 2,687,461 | |
Employee Stock Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 2,872,546 | 1,963,481 | |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 743,773 | 934,555 | |
Convertible Debt [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 4,167 | 75,596 | |
Convertible debt | $ 50,000 | $ 350,000 | |
Sales Revenue, Net [Member] | Non-US [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Percentage of revenues from students outside the United States | 2.10% |
Significant Accounting Polici27
Significant Accounting Policies (Schedule of Basic and Diluted Income per Share) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2018 | Jan. 31, 2017 | Jan. 31, 2018 | Jan. 31, 2017 | |
Numerator | ||||
Net loss | $ (2,147,945) | $ 7,377 | $ (3,396,575) | $ (381,530) |
Denominator | ||||
Weighted average common shares outstanding | 14,491,634 | 11,467,345 | 13,862,992 | 11,419,270 |
Denominator | 14,491,634 | 13,040,970 | 13,862,992 | 11,419,270 |
Basic [Member] | ||||
Numerator | ||||
Net income applicable to common stock | $ 7,377 | |||
Convertible debt interest | ||||
Net loss | $ 7,377 | |||
Denominator | ||||
Weighted average common shares outstanding | 11,467,345 | |||
Convertible debt | ||||
Warrants and options | ||||
Denominator | 11,467,345 | |||
Net income per share | $ 0 | |||
Diluted [Member] | ||||
Numerator | ||||
Net income applicable to common stock | $ 7,377 | |||
Convertible debt interest | 4,010 | |||
Net loss | $ 11,387 | |||
Denominator | ||||
Weighted average common shares outstanding | 11,467,345 | |||
Convertible debt | 75,596 | |||
Warrants and options | 1,498,029 | |||
Denominator | 13,040,970 | |||
Net income per share | $ 0 |
Property and Equipment (Schedul
Property and Equipment (Schedule of Property and Equipment) (Details) - USD ($) | Jan. 31, 2018 | Apr. 30, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,528,948 | $ 2,544,725 |
Accumulated depreciation and amortization | (1,161,030) | (1,090,010) |
Total property and equipment, net | 2,367,918 | 1,454,715 |
Call Center Hardware [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 96,305 | 53,748 |
Computer And Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 130,137 | 103,649 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 712,209 | 255,984 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,590,297 | $ 2,131,344 |
Property and Equipment (Sched29
Property and Equipment (Schedule of Software, Net) (Details) - USD ($) | Jan. 31, 2018 | Apr. 30, 2017 |
Property, Plant and Equipment [Line Items] | ||
Intangible asset, gross | $ 9,916,667 | |
Intangible asset, net | 137,557 | 145,477 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Intangible asset, gross | 2,590,297 | 2,131,344 |
Accumulated amortization | (1,012,655) | (994,017) |
Intangible asset, net | $ 1,577,642 | $ 1,137,327 |
Property and Equipment (Sched30
Property and Equipment (Schedule Of Depreciation And Amortization Expense) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2018 | Jan. 31, 2017 | Jan. 31, 2018 | Jan. 31, 2017 | |
Property and equipment: | ||||
Depreciation and amortization Expense | $ 150,596 | $ 119,064 | $ 407,346 | $ 378,118 |
Software amortization Expense | $ 121,695 | $ 105,914 | $ 341,825 | $ 342,938 |
Property and Equipment (Sched31
Property and Equipment (Schedule of Estimated Amortization Expense of Software) (Details) - USD ($) | Jan. 31, 2018 | Apr. 30, 2017 |
Property, Plant and Equipment [Line Items] | ||
Intangible asset, net | $ 137,557 | $ 145,477 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
2,018 | 127,811 | |
2,019 | 456,038 | |
2,020 | 386,196 | |
2,021 | 313,749 | |
2,022 | 293,848 | |
Intangible asset, net | $ 1,577,642 | $ 1,137,327 |
Courseware (Narrative) (Details
Courseware (Narrative) (Details) - Courseware [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2018 | Jan. 31, 2017 | Jan. 31, 2018 | Jan. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Courseware costs capitalized | $ 33,369 | |||
Amortization expense | $ 13,966 | $ 13,663 | $ 41,289 | $ 44,664 |
Courseware (Schedule of Coursew
Courseware (Schedule of Courseware, Net) (Details) - USD ($) | Jan. 31, 2018 | Apr. 30, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross | $ 9,916,667 | |
Intangible asset, net | 137,557 | 145,477 |
Courseware [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross | 283,046 | 271,777 |
Accumulated amortization | (145,489) | (126,300) |
Intangible asset, net | $ 137,557 | $ 145,477 |
Courseware (Schedule of Estimat
Courseware (Schedule of Estimated Future Amortization Expense) (Details) - USD ($) | Jan. 31, 2018 | Apr. 30, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, net | $ 137,557 | $ 145,477 |
Courseware [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2,018 | 14,152 | |
2,019 | 56,143 | |
2,020 | 42,301 | |
2,021 | 15,336 | |
2,022 | 9,625 | |
Intangible asset, net | $ 137,557 | $ 145,477 |
Senior Secured Term Loan (Detai
Senior Secured Term Loan (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | |
Jul. 25, 2017 | Jan. 31, 2018 | Jan. 31, 2018 | Jan. 31, 2017 | |
Debt Instrument [Line Items] | ||||
Proceeds from term loan | $ 7,500,000 | |||
Fair value of warrants issued as part of senior secured loan | $ 478,428 | |||
Warrant [Member] | ||||
Debt Instrument [Line Items] | ||||
Warrants granted | 224,174 | |||
Secured Debt [Member] | Runway Growth Credit Fund [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face amount | $ 10,000,000 | |||
LIBOR interest rate | 10.00% | |||
Proceeds from term loan | $ 5,000,000 | $ 2,500,000 | ||
Debt term | 4 years | |||
Origination fee | Company paid a 0.25% origination fee and will pay another 0.25% origination fee upon the second closing, will be subject to a final payment fee of 3.25% of the principal lent | |||
Secured Debt [Member] | Runway Growth Credit Fund [Member] | Warrant [Member] | ||||
Debt Instrument [Line Items] | ||||
Term of award | 5 years | |||
Warrants granted | 224,174 | |||
Warrants granted, exercise price | $ 6.87 |
Convertible Notes - Related P36
Convertible Notes - Related Party (Details) - Convertible Debt [Member] - USU [Member] | Dec. 02, 2017USD ($)$ / shares |
Debt Instrument [Line Items] | |
Convertible note issued amount | $ 2,000,000 |
Interest rate | 8.00% |
Debt maturity period | 2 years |
Conversion of note into common share | $ 100,000 |
Debt instrument cconversion price | $ / shares | $ 2 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Dec. 31, 2016USD ($) |
Letter of Credit [Member] | USU [Member] | |
Line of Credit Facility [Line Items] | |
Line of credit, maximum borrowing capacity | $ 71,634 |
Stockholders' Equity (Common St
Stockholders' Equity (Common Stock and Warrants Narrative) (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Dec. 31, 2017 | Nov. 30, 2017 | Jul. 25, 2017 | May 24, 2017 | Jan. 31, 2018 | Apr. 30, 2017 | |
Stockholders Equity [Line Items] | ||||||
Stock issued during period from exercise of warrants | 241,514 | |||||
Percentage of investment amount paid by company | 1.50% | |||||
Investment amount paid by company to investors | $ 112,500 | |||||
Common stock, shares issued | 15,072,332 | 13,504,012 | ||||
Closing price used to value stock | $ 8.87 | |||||
Restricted stock issued to consultants, shares | 5,000 | |||||
Restricted stock issued to consultants, value | $ 88,700 | |||||
Educacion Significativa, LLC [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Stock consideration | 1,203,209 | |||||
Closing price used to value stock | $ 8.49 | |||||
Warrant [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Stock issued during period from exercise of warrants | 356,267 | |||||
Warrants granted | 224,174 | |||||
Proceeds from exercise of warrants | $ 143,489 | |||||
Secured Debt [Member] | Runway Growth Credit Fund [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Debt term | 4 years | |||||
Secured Debt [Member] | Runway Growth Credit Fund [Member] | Warrant [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Warrants granted | 224,174 | |||||
Warrants granted, exercise price | $ 6.87 | |||||
Term of award | 5 years |
Stockholders' Equity (Schedule
Stockholders' Equity (Schedule of Warrants) (Details) - Warrant [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Jan. 31, 2018 | Apr. 30, 2017 | |
Number of Shares | ||
Balance Outstanding, April 30, 2017 | 914,123 | |
Granted | 224,174 | |
Exercised | (356,267) | |
Forfeited | ||
Expired | (38,257) | |
Balance Outstanding, January 31, 2018 | 743,773 | 914,123 |
Exercisable, October 31, 2017 | 743,773 | |
Weighted Average Exercise Price | ||
Balance Outstanding, April 30, 2017 | $ 2.82 | |
Granted | 6.87 | |
Exercised | 0.55 | |
Forfeited | ||
Expired | ||
Balance Outstanding, January 31, 2018 | 4.08 | $ 2.82 |
Exercisable, January 31, 2018 | $ 4.08 | |
Weighted Average Remaining Contractual Term | ||
Granted | 5 years | |
Balance Outstanding, January 31, 2018 | 2 years 1 month 6 days | 1 year 7 months 6 days |
Exercisable, January 31, 2018 | 2 years 1 month 6 days | |
Aggregate Intrinsic Value | ||
Balance Outstanding, April 30, 2017 | $ 1,100,203 | |
Granted | 307,118 | |
Balance Outstanding, January 31, 2018 | 3,095,502 | $ 1,100,203 |
Exercisable, January 31, 2018 | $ 3,095,502 |
Stockholders' Equity (Stock Opt
Stockholders' Equity (Stock Options Narrative) (Details) - USD ($) | Jan. 14, 2018 | Jan. 04, 2018 | Aug. 21, 2017 | Jun. 11, 2017 | May 13, 2017 | May 31, 2017 | Jan. 31, 2018 | Jan. 31, 2017 | Jun. 30, 2016 | Nov. 30, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation cost | $ 1,474,855 | |||||||||
Weighted average recognition period | 2 years | |||||||||
Share based compensation expense | $ 466,468 | $ 253,833 | ||||||||
Common Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share issued | 113,597 | |||||||||
Proceeds from issuance of stock | $ 455,387 | |||||||||
Chairman and Chief Executive Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options granted | 200,000 | |||||||||
Fair value of stock options granted | $ 282,000 | |||||||||
Chief Operating Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options granted | 200,000 | |||||||||
Fair value of stock options granted | $ 282,000 | |||||||||
Chief Academic Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options granted | 30,000 | 70,000 | ||||||||
Options granted, exercise price | $ 6.28 | |||||||||
Vesting period | 3 years | |||||||||
Weighted average recognition period | 5 years | |||||||||
Fair value of stock options granted | $ 54,000 | $ 98,700 | ||||||||
Chief Financial Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options granted | 30,000 | |||||||||
Fair value of stock options granted | $ 42,300 | |||||||||
Employees [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options granted | 75,500 | 53,000 | 5,500 | |||||||
Options granted, exercise price | $ 8.57 | $ 5.95 | ||||||||
Fair value of stock options granted | $ 152,510 | $ 90,630 | ||||||||
Employees [Member] | Minimum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options granted, exercise price | $ 4.95 | |||||||||
Employees [Member] | Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options granted, exercise price | $ 5.10 | |||||||||
Board of directors [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options granted | 180,000 | |||||||||
Options granted, exercise price | $ 9.07 | |||||||||
Fair value of stock options granted | $ 421,200 | |||||||||
Equity Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Equity Incentive Plan, shares authorized | 0 | 2,108,333 | 1,691,667 | |||||||
Equity Incentive Plan, available shares remaining for issuance | 622,454 | |||||||||
Equity Incentive Plan [Member] | Executive officers [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options granted | 500,000 | |||||||||
Options granted, exercise price | $ 4.90 | |||||||||
Vesting period | 3 years | |||||||||
Weighted average recognition period | 5 years |
Stockholders' Equity (Schedul41
Stockholders' Equity (Schedule of Assumptions Used to Value Stock Options) (Details) - Stock Incentive Plan and Stock Option Grants to Employees and Directors [Member] | 9 Months Ended |
Jan. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility, minimum | 40.00% |
Expected volatility, maximum | 43.00% |
Risk-free interest rate | 0.00% |
Dividend yield | |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (years) | 4 years |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (years) | 6 years 6 months |
Stockholders' Equity (Schedul42
Stockholders' Equity (Schedule of Stock Options Activity) (Details) - Stock Incentive Plan and Stock Option Grants to Employees and Directors [Member] | 9 Months Ended |
Jan. 31, 2018USD ($)$ / sharesshares | |
Number of Shares | |
Balance Outstanding, April 30, 2017 | shares | 2,097,384 |
Granted | shares | 844,000 |
Exercised | shares | (63,838) |
Forfeited | shares | |
Expired | shares | |
Balance Outstanding, January 31, 2018 | shares | 2,877,546 |
Exercisable, January 31, 2018 | shares | 1,083,484 |
Weighted Average Exercise Price | |
Balance Outstanding, April 30, 2017 | $ / shares | $ 1.86 |
Granted | $ / shares | 3.53 |
Exercised | $ / shares | 3.13 |
Forfeited | $ / shares | |
Expired | $ / shares | |
Balance Outstanding, January 31, 2018 | $ / shares | 3.52 |
Exercisable, January 31, 2018 | $ / shares | $ 2.22 |
Balance Outstanding, April 30, 2017 | 2 years 8 months 12 days |
Granted | 3 years 4 months 24 days |
Balance Outstanding, January 31, 2018 | 3 years 2 months 27 days |
Exercisable, January 31, 2018 | 2 years 26 days |
Aggregate Intrinsic Value | |
Balance Outstanding, April 30, 2017 | $ | $ 12,489,871 |
Granted | $ | 1,867,740 |
Forfeited | $ | |
Balance Outstanding, January 31, 2018 | $ | 17,658,268 |
Exercisable, January 31, 2018 | $ | $ 8,727,757 |
Acquisition of USU (Narrative)
Acquisition of USU (Narrative) (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Jan. 31, 2018 | Jan. 31, 2018 | Jan. 31, 2018 | Apr. 30, 2017 | Nov. 30, 2017 | |
Goodwill recognized | $ 5,011,432 | $ 5,011,432 | $ 5,011,432 | |||
Stock consideration, value | $ 10,215,244 | |||||
Closing price used to value stock | $ 8.87 | |||||
Educacion Significativa, LLC [Member] | ||||||
Total purchase price | $ 14,804,963 | |||||
Cash paid for acquisition | 2,500,000 | |||||
Working capital adjustment to acquisition purchase price | 110,000 | |||||
Additional costs paid by seller included in acquisition purchase price | 200,000 | |||||
Goodwill recognized | $ 5,011,432 | |||||
Stock consideration | 1,203,209 | |||||
Stock consideration, value | $ 10,215,244 | |||||
Closing price used to value stock | $ 8.49 | |||||
Amortization of intangible assets | $ 183,333 | |||||
Acquisition cost | $ 850,000 | $ 200,000 | ||||
Educacion Significativa, LLC [Member] | Convertible Debt [Member] | ||||||
Debt instrument issued | $ 2,000,000 |
Acquisition of USU (Summary of
Acquisition of USU (Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed) (Details) - USD ($) | 1 Months Ended | ||
Dec. 31, 2017 | Jan. 31, 2018 | Apr. 30, 2017 | |
Goodwill | $ 5,011,432 | ||
Educacion Significativa, LLC [Member] | |||
Cash and cash equivalents | |||
Current assets acquired | 244,465 | ||
Other assets acquired | 176,667 | ||
Goodwill | 5,011,432 | ||
Less: Current liabilities assumed | (727,601) | ||
Total purchase price | 14,804,963 | ||
Educacion Significativa, LLC [Member] | Trademarks and Trade Names [Member] | |||
Intangible assets | 1,700,000 | ||
Educacion Significativa, LLC [Member] | Student Relationships [Member] | |||
Intangible assets | $ 2,000,000 | ||
Useful Life | 2 years | ||
Educacion Significativa, LLC [Member] | Curriculum [Member] | |||
Intangible assets | $ 200,000 | ||
Useful Life | 1 year | ||
Educacion Significativa, LLC [Member] | Accreditation and Regulatory Approvals [Member] | |||
Intangible assets | $ 6,200,000 |
Acquisition of USU (Supplementa
Acquisition of USU (Supplemental Unaudited Pro Forma Combined Information Assumes Acquisition) (Details) - Educacion Significativa, LLC [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Oct. 31, 2017 | Apr. 30, 2017 | |
Business Acquisition [Line Items] | ||
Reveune | $ 10,719,546 | $ 18,038,474 |
Net Loss | $ (3,521,086) | $ (5,444,205) |
Loss per common share- basic and diluted | $ (0.26) | $ (0.47) |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | |
Feb. 28, 2018USD ($)ft² | Jan. 31, 2018USD ($) | |
Subsequent Event [Line Items] | ||
Rent deposit | $ 519,000 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Lease term | 93 days | |
Lease area | ft² | 38,014 | |
Amount of monthly rental payment subject to escalation | $ 67,000 |