Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 8-May-15 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Legacy Education Alliance, Inc. | |
Entity Central Index Key | 1561880 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 20,000,518 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $3,675 | $2,932 |
Restricted cash | 2,556 | 1,843 |
Deferred course expenses | 8,398 | 8,722 |
Prepaid expenses and other current assets | 3,196 | 2,528 |
Inventory | 189 | 161 |
Total current assets | 18,014 | 16,186 |
Property and equipment, net | 1,294 | 1,324 |
Other assets | 214 | 217 |
Total assets | 19,522 | 17,727 |
Current liabilities: | ||
Accounts payable | 3,278 | 2,620 |
Royalties payable | 273 | 104 |
Accrued course expenses | 1,472 | 1,060 |
Accrued salaries, wages and benefits | 1,033 | 564 |
Other accrued expenses | 3,195 | 2,967 |
Long-term debt, current portion | 10 | 9 |
Deferred revenue, current portion | 55,636 | 56,140 |
Total current liabilities | 64,897 | 63,464 |
Long-term debt, net of current portion | 49 | 52 |
Deferred revenue, net of current portion | 248 | 238 |
Other liabilities | 64 | 126 |
Total liabilities | 65,258 | 63,880 |
Commitments and contingencies (note 9) | ||
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; 20,000,518 shares issued and outstanding at March 31, 2015; 20,000,518 shares issued and outstanding at December 31, 2014 | 2 | 2 |
Additional paid-in capital | 10,547 | 10,547 |
Cumulative foreign currency translation adjustment | 1,398 | 370 |
Accumulated deficit | -57,683 | -57,072 |
Total stockholders' deficit | -45,736 | -46,153 |
Total liabilities and stockholders' deficit | $19,522 | $17,727 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Balance Sheets [Abstract] | ||
Preferred stock par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 20,000,518 | 20,000,518 |
Common stock, shares outstanding | 20,000,518 | 1,290,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement [Abstract] | ||
Revenue | $21,743 | $26,639 |
Operating costs and expenses: | ||
Direct course expenses | 11,534 | 11,667 |
Advertising and sales expenses | 5,157 | 5,601 |
Royalty expenses | 1,201 | 2,191 |
General and administrative expenses | 4,562 | 3,826 |
Total operating costs and expenses | 22,454 | 23,285 |
Income (loss) from operations | -711 | 3,354 |
Other income (expense): | ||
Litigation settlement | 1,300 | |
Interest income | 2 | |
Interest expense | -2 | -29 |
Other income, net | 113 | 122 |
Total other income | 111 | 1,395 |
Income (loss) before income taxes | -600 | 4,749 |
Income tax expense | -11 | -13 |
Net income (loss) | -611 | 4,736 |
Basic and diluted earnings (loss) per common share | ($0.03) | $0.30 |
Basic and diluted weighted average common shares outstanding | 20,001 | 15,936 |
Comprehensive income: | ||
Net income (loss) | -611 | 4,736 |
Foreign currency translation adjustment | 1,028 | 42 |
Total comprehensive income | $417 | $4,778 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) (USD $) | Total | Common stock | Additional paid-in capital | Cumulative foreign currency translation adjustment | Accumulated deficit |
In Thousands, except Share data | |||||
Balance at Dec. 31, 2013 | ($54,716) | $2 | $10,525 | ($806) | ($64,437) |
Balance, Shares at Dec. 31, 2013 | 15,935 | ||||
Net income (loss) | 4,736 | 4,736 | |||
Foreign currency translation adjustment | 42 | 42 | |||
Balance at Mar. 31, 2014 | -49,938 | 2 | 10,525 | -764 | -59,701 |
Balance, Shares at Mar. 31, 2014 | 15,935 | ||||
Balance at Dec. 31, 2014 | -46,153 | 2 | 10,547 | 370 | -57,072 |
Balance, Shares at Dec. 31, 2014 | 20,000 | ||||
Net income (loss) | -611 | -611 | |||
Foreign currency translation adjustment | 1,028 | 1,028 | |||
Balance at Mar. 31, 2015 | ($45,736) | $2 | $10,547 | $1,398 | ($57,683) |
Balance, Shares at Mar. 31, 2015 | 20,000 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Income (loss) | ($611) | $4,736 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 51 | 55 |
Deferred income taxes | 1 | 1 |
Litigation settlement | -1,300 | |
Change in operating assets and liabilities: | ||
Restricted cash | -742 | 183 |
Deferred course expenses | 160 | 2,075 |
Prepaid expenses and other receivables | -788 | -103 |
Inventory | -33 | -30 |
Other assets | -6 | -20 |
Accounts payable-trade | 722 | 715 |
Royalties payable | 169 | -278 |
Accrued course expenses | 450 | 561 |
Accrued salaries, wages and benefits | 482 | 175 |
Other accrued expenses | 595 | 635 |
Deferred revenue | 696 | -4,094 |
Net cash provided by operating activities | 1,146 | 3,311 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | -24 | -67 |
Net cash used in investing activities | -24 | -67 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Principle payments of debt | -2 | -302 |
Net cash used in financing activities | -2 | -302 |
Effect of exchange rate differences on cash | -377 | -157 |
Net increase in cash and cash equivalents | 743 | 2,785 |
Cash and cash equivalents, beginning of period | 2,932 | 5,554 |
Cash and cash equivalents, end of period | 3,675 | 8,339 |
Supplemental disclosures: | ||
Cash paid during the period for income taxes, net of refunds received | -6 | -10 |
Cash paid during the period for interest | $2 | $29 |
General
General | 3 Months Ended |
Mar. 31, 2015 | |
General [Abstract] | |
General | Note 1 — General |
Description of our Business. We are a provider of practical, high-quality and value-based training, conferences, publications, technology-based tools and mentoring to help students become financially knowledgeable. We provide students with comprehensive instruction and mentoring on the topics of real estate, financial instruments investing, and entrepreneurship in the United States, Canada, the United Kingdom, and other international markets. Our training is offered in non-accredited free preview workshops, as well as basic training, advanced courses, mentoring and coaching, primarily under the Rich Dad® Education brand (“Rich Dad”) which was created in 2006 under license from entities affiliated with Robert Kiyosaki, whose teachings and philosophies are detailed in the book titled, Rich Dad Poor Dad. In addition to Rich Dad, we market our products and services under a variety of brands, including Martin Roberts™, Independent Woman™, Women in Wealth™, and Brick Buy Brick™. | |
Basis of Presentation. The terms “Legacy Education Alliance, Inc.,” the “Company,” “we,” “our” or “us” as used in this report refer collectively to Legacy Education Alliance, Inc., a Nevada corporation (“Legacy”), the registrant, which was formerly known as Priced In Corp., and, unless the context otherwise requires, together with its wholly-owned subsidiary, Legacy Educational Alliance Holdings, Inc., a Colorado corporation, other operating subsidiaries and any predecessor of Legacy Holdings, including Tigrent Inc., a Colorado corporation. | |
The accompanying unaudited condensed consolidated financial statements presented herein are for us and our consolidated subsidiaries, each of which is a wholly-owned subsidiary. All significant intercompany transactions have been eliminated. These interim financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014 and reflect all normal recurring adjustments that are, in the opinion of management, necessary to present fairly our results of operations and financial position. Amounts reported in our Condensed Consolidated Statements of Operations are not necessarily indicative of amounts expected for the respective annual periods or any other interim period. | |
Significant Accounting Policies. Our significant accounting policies have been disclosed in Note 2 - Significant Accounting Policies in our most recent Annual Report on Form 10-K. There have been no changes to the policies disclosed therein. The accompanying unaudited condensed consolidated financial statements we present in this report have been prepared in accordance with those policies. | |
Reclassifications. Certain amounts reported in the condensed consolidated financial statements for the prior periods have been reclassified to conform to the current reporting presentation. | |
Use of Estimates. The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Income Tax in Interim Periods. We conduct operations in separate legal entities in different jurisdictions. As a result, income tax amounts are reflected in these condensed consolidated financial statements for each of those jurisdictions. Tax laws and tax rates vary substantially in these jurisdictions and are subject to change based on the political and economic climate in those countries. We file our tax returns in accordance with our interpretations of each jurisdiction’s tax laws. We record our tax provision or benefit on an interim basis using the estimated annual effective tax rate. This rate is applied to the current period ordinary income or loss to determine the income tax provision or benefit allocated to the interim period. | |
Losses from jurisdictions for which no benefit can be realized and the income tax effects of unusual and infrequent items are excluded from the estimated annual effective tax rate. Valuation allowances are provided against the future tax benefits that arise from the losses in jurisdictions for which no benefit can be realized. The effects of unusual and infrequent items are recognized in the impacted interim period as discrete items. | |
The estimated annual effective tax rate may be affected by nondeductible expenses and by our projected earnings mix by tax jurisdiction. Adjustments to the estimated annual effective income tax rate are recognized in the period during which such estimates are revised. | |
We have established valuation allowances against our deferred tax assets, including net operating loss carryforwards and income tax credits. Valuation allowances take into consideration our expected ability to realize these deferred tax assets and reduce the value of such assets to the amount that is deemed more likely than not to be realizable. Our ability to realize these deferred tax assets is dependent on achieving our forecast of future taxable operating income over an extended period of time. We review our forecast in relation to actual results and expected trends on a quarterly basis. A change in our valuation allowance would impact our income tax expense/benefit and our stockholders’ equity and could have a significant impact on our results of operations or financial condition in future periods. |
New_Accounting_Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2015 | |
New Accounting Pronouncements [Abstract] | |
New Accounting Pronouncements | Note 2 — New Accounting Pronouncements |
Adoption of Accounting Standards | |
We have implemented all new accounting pronouncements that are in effect and that management believes would materially affect our financial statements. |
ShareBased_Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2015 | |
Share-Based Compensation [Abstract] | |
Share-Based Compensation | Note 3 — Share-Based Compensation |
Legacy Education Alliance, Inc. does not currently have any stock-based compensation plans. However, our parent company, Tigrent Inc., does have two incentive stock plans; the “2009 Incentive Plan” and the “2012 Incentive Plan”, which cover some of our current employees and directors. The financial activity pertaining to our employees and directors is reflected in our condensed consolidated financial statements, presented herein. | |
We account for share-based awards under the provisions of ASC 718, “Compensation—Stock Compensation.” Accordingly, share-based compensation cost for all stock based payment awards made to employees and directors under Tigrent’s Incentive Plans is measured at the grant date based on the fair value of the award and we expense these costs using the straight-line method over the requisite service period. Share-based compensation expense was $0.0 million and $0.0 million for the three months ended March 31, 2015 and 2014, respectively. We record these costs in general and administrative expenses. See Note 7 — Stock-Based Compensation, in the Notes to Consolidated Financial Statements for the year ended December 31, 2014, included in our 2014 Annual Report for further discussion. | |
Earnings_Per_Share_EPS
Earnings Per Share ("EPS") | 3 Months Ended |
Mar. 31, 2015 | |
Earnings Per Share ("EPS") [Abstract] | |
Earnings Per Share ("EPS") | Note 4 — Earnings Per Share (“EPS”) |
Basic EPS is computed by dividing net income by the weighted-average number of shares outstanding during the period. | |
Diluted EPS is computed by dividing net income by the diluted weighted-average number of shares outstanding during the period and, accordingly, reflects the potential dilution that could occur if securities or other agreements to issue common stock, such as stock options, were exercised, settled or converted into common stock and were dilutive. | |
Legacy Education Alliance, Inc. does not currently have any stock-based compensation plans, and therefore, our Condensed Consolidated Statements of Operations and Comprehensive Income do not reflect any dilutive effects that such plans would typically require. | |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |
Mar. 31, 2015 | ||
Fair Value Measurements [Abstract] | ||
Fair Value Measurements | Note 5 — Fair Value Measurements | |
ASC 820, “Fair Value Measurements and Disclosures” defines fair value, establishes a consistent framework for measuring fair value and expands disclosure requirements about fair value measurements. ASC 820 requires entities to, among other things, maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. | ||
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. | ||
ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. | ||
In accordance with ASC 820, these two types of inputs have created the following fair value hierarchy: | ||
· | Level 1—Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets; | |
· | Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including: | |
· | Quoted prices for similar assets or liabilities in active markets | |
· | Quoted prices for identical or similar assets or liabilities in markets that are not active | |
· | Inputs other than quoted prices that are observable for the asset or liability | |
· | Inputs that are derived principally from or corroborated by observable market data by correlation or other means; and | |
· | Level 3—Inputs that are unobservable and reflect our assumptions used in pricing the asset or liability based on the best information available under the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows). | |
Financial Instruments. Financial instruments consist primarily of cash and cash equivalents, notes receivable, accounts payable, deferred course expenses, accrued expenses, deferred revenue, and debt. GAAP requires the disclosure of the fair value of financial instruments, including assets and liabilities recognized in the balance sheets. Management believes the carrying value of the other financial instruments recognized on the condensed consolidated balance sheet date, including receivables, payables and accrued liabilities approximate their fair value. | ||
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | Note 6 — Income Taxes |
Our income tax expense was $11.0 thousand and $13.0 thousand for the three months ended March 31, 2015 and 2014, respectively. Our effective tax rate was (1.8)% and 0.3% for the three months ended March 31, 2015 and 2014, respectively. Our effective tax rates differed from the U.S. statutory corporate tax rate of 35.0% primarily because of the mix of pre-tax income or loss earned in certain jurisdictions and the change in our valuation allowance. | |
We record a valuation allowance when it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. As of March 31, 2015 and December 31, 2014, a valuation allowance of $7.5 million and $7.9 million, respectively, has been provided for net operating loss carryforwards and other deferred tax assets. We decreased our valuation allowance by $0.4 million for the three months ended March 31, 2015, primarily due to current period realization of deferred tax assets related to deferred revenue. We decreased our valuation allowance by $0.1 million for the three months ended March 31, 2014, primarily due to a decrease in foreign net operating loss carryforwards. | |
As of March 31, 2015 and December 31, 2014, we had total unrecognized tax benefits of $1.7 million and $1.7 million, respectively, related to foreign and domestic tax positions. Of this amount, we estimate that that $0.1 million and $0.1 million, respectively, of the unrecognized tax benefits, if recognized, would impact the effective tax rate. A substantial portion of our liability for uncertain tax benefits is recorded as a reduction of net operating losses and tax credit carryforwards. | |
During the three months ended March 31, 2015 and 2014, we did not have any changes in our uncertain tax positions. We record interest and penalties related to unrecognized tax benefits within the provision for income taxes. We believe that no current tax positions that have resulted in unrecognized tax benefits will significantly increase or decrease within one year. We file income tax returns in the U.S. federal jurisdiction and in various state and foreign jurisdictions. | |
Concentration_of_Risk
Concentration of Risk | 3 Months Ended |
Mar. 31, 2015 | |
Concentration of Risk [Abstract] | |
Concentration of Risk | Note 7 — Concentration of Risk |
Cash and cash equivalents. We maintain deposits in banks which may exceed the federal deposit insurance available. Management believes the potential risk of loss on these cash and cash equivalents to be minimal. All cash balances as of December 31, 2014 and March 31, 2015, including foreign subsidiaries, without FDIC coverage was $2.3 million and $3.3 million, respectively. | |
Revenue. A significant portion of our revenue is derived from the Rich Dad brands. For the three months ended March 31, 2015 and March 31, 2014, Rich Dad brands provided 84.0% and 89.0% of our revenue, respectively. We have operations in the U.S., Canada and theUnited Kingdom. See Note 8 Segment Information, for further discussion. | |
Segment_Information
Segment Information | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Segment Information [Abstract] | |||||||||
Segment Information | Note 8 — Segment Information | ||||||||
We manage our business in three segments based on geographic location for which operating managers are responsible to the Chief Operations Officer. In accordance with the provisions of ASC 280, “Segment Reporting ,” our chief operating decision-maker has been identified as our Chief Operating Officer, who reviews our operating results along with other members of our executive team of these four segments in order to make decisions about allocating resources and assessing performance for the entire company. | |||||||||
The proportion of our total revenue attributable to each segment is as follows: | |||||||||
Three months ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
(In thousands) | |||||||||
As a percentage of total revenue | |||||||||
United States | 71 | % | 75.3 | % | |||||
Canada | 6.7 | 6.5 | |||||||
U.K. | 18.8 | 16.7 | |||||||
Other foreign markets | 3.5 | 1.5 | |||||||
Total consolidated revenue | 100 | % | 100 | % | |||||
Operating results for the segments are as follows: | |||||||||
Three months ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
(In thousands) | |||||||||
Segment revenue | |||||||||
United States | $ | 15,434 | $ | 20,046 | |||||
Canada | 1,468 | 1,740 | |||||||
U.K. | 4,075 | 4,455 | |||||||
Other foreign markets | 766 | 398 | |||||||
Total consolidated revenue | $ | 21,743 | $ | 26,639 | |||||
Three months ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
(In thousands) | |||||||||
Segment gross profit contribution * | |||||||||
United States | $ | 4,582 | $ | 6,645 | |||||
Canada | 289 | (34 | ) | ||||||
U.K. | 284 | 417 | |||||||
Other foreign markets | (1,304 | ) | 152 | ||||||
Total consolidated gross profit | $ | 3,851 | $ | 7,180 | |||||
* Segment gross profit is calculated as revenue less direct course expenses, advertising and sales expenses and royalty expense. | |||||||||
Three months ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
(In thousands) | |||||||||
Depreciation and amortization expenses | |||||||||
United States | $ | 44 | $ | 26 | |||||
Canada | 1 | — | |||||||
U.K. | 6 | 6 | |||||||
Other foreign markets | — | — | |||||||
Total consolidated depreciation and amortization expenses | $ | 51 | $ | 32 | |||||
31-Mar-15 | 31-Dec-14 | ||||||||
(In thousands) | |||||||||
Segment identifiable assets | |||||||||
United States | $ | 12,232 | $ | 10,999 | |||||
Canada | 1,232 | 1,334 | |||||||
U.K. | 4,187 | 4,518 | |||||||
Other foreign markets | 1,871 | 876 | |||||||
Total consolidated identifiable assets | $ | 19,522 | $ | 17,727 | |||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 9 — Commitments and Contingencies |
Private offering of securities. During the first quarter of 2015, the Company commenced a private offering of units at a gross price per unit of $0.55. Each unit included one share of common stock and a three-year warrant to purchase one share of common stock at an initial exercise price per share equal to $0.75, subject to adjustment for certain corporate transactions such as a merger, stock-split or stock dividend. Each unit included registration rights for the investors for the shares of common stock and the shares of common stock that would be issued upon the exercise of a warrant (“Underlying Shares”). As of March 27, 2015, the Company has received subscriptions for approximately 840,000 units. As of April 30, 2015, none of these subscriptions have been accepted by the Company and, accordingly, none of these shares of common stock or warrants have been issued. We have offered to accept these subscriptions if (1) the investors waive their registration rights for their shares of common stock issued with each unit other than to register the Underlying Shares when and if we register our shares of common stock in a different offering, subject to certain excluded registered offerings, and (2) the placement agent agrees to terminate its placement agent agreement. There can be no assurance that we will ever accept these subscriptions. If we accept these subscriptions, then we will pay a placement agent cash fees of 13% of aggregate proceeds received from share sales and 5% of all amounts received upon the exercise of warrants and issue to the placement agent warrants to purchase our shares of common stock equal to 10% of the total shares sold in the offering. The agreement with this placement agent will terminate on the termination of this offering or the date that we accept these subscriptions. We received $0.5 million in cash during the three months ended March 31, 2015 associated with this transaction, which is recorded in restricted cash and other accrued expenses on our Condensed Consolidated Balance Sheets. | |
Licensing agreements. We are committed to pay royalties for the usage of certain brands, as governed by various licensing agreements, including Rich Dad, Robbie Fowler and Martin Roberts. Total royalty expenses included in our Condensed Consolidated Statement of Operations and Comprehensive Income for the three months ended March 31, 2015 and March 31, 2014 were $1.2 million and $2.2 million, respectively. | |
Custodial and Counterparty Risk. We are subject to custodial and other potential forms of counterparty risk in respect to a variety of contractual and operational matters. In the course of ongoing company-wide risk assessment, management monitors our arrangements that involve potential counterparty risk, including the custodial risk associated with amounts prepaid to certain vendors and deposits with credit card and other payment processors. Deposits held by our credit card processors at March 31, 2015 and December 31, 2014, was $1.9 million and $1.3 million, respectively. These balances are included on the Condensed Consolidated Balance Sheets in restricted cash. While these balances reside in major financial institutions, they are only partially covered by federal deposit insurance and are subject to the financial risk of the parties holding these funds. When appropriate, we utilize Certificate of Deposit Account Registry Service (CDARS) to reduce banking risk for a portion of our cash in the United States. A CDAR consists of numerous individual investments, all below the FDIC limits, thus fully insuring that portion of our cash. At March 31, 2015, we did not have a CDAR balance. | |
Litigation. We and certain of our subsidiaries, from time to time, are parties to various legal proceedings, claims and disputes that have arisen in the ordinary course of business. These claims may involve significant amounts, some of which would not be covered by insurance. A substantial settlement payment or judgment in excess of our accruals could have a material adverse effect on our financial position, results of operations or cash flows. While the outcome of these proceedings cannot be predicted with certainty, we do not expect any of these existing matters, individually or in the aggregate, to have a material adverse effect upon our financial position, results of operations or cash flows. There have been no material changes to the legal proceedings disclosed in the litigation section of Note 13 — Commitments and Contingencies, in the Notes to Consolidated Financial Statements for the year ended December 31, 2014, included in our 2014 Annual Report for further discussion. |
Subsequent_Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Event [Abstract] | |
Subsequent Event | Note 10 — Subsequent Event |
We have evaluated significant events and transactions that occurred after the balance sheet date and determined that there were no events or transactions that would require recognition or disclosure in our condensed consolidated financial statements for the period ended March 31, 2015. |
General_Policies
General (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
General [Abstract] | |
Basis of Presentation | Basis of Presentation. The terms “Legacy Education Alliance, Inc.,” the “Company,” “we,” “our” or “us” as used in this report refer collectively to Legacy Education Alliance, Inc., a Nevada corporation (“Legacy”), the registrant, which was formerly known as Priced In Corp., and, unless the context otherwise requires, together with its wholly-owned subsidiary, Legacy Educational Alliance Holdings, Inc., a Colorado corporation, other operating subsidiaries and any predecessor of Legacy Holdings, including Tigrent Inc., a Colorado corporation. |
The accompanying unaudited condensed consolidated financial statements presented herein are for us and our consolidated subsidiaries, each of which is a wholly-owned subsidiary. All significant intercompany transactions have been eliminated. These interim financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014 and reflect all normal recurring adjustments that are, in the opinion of management, necessary to present fairly our results of operations and financial position. Amounts reported in our Condensed Consolidated Statements of Operations are not necessarily indicative of amounts expected for the respective annual periods or any other interim period. | |
Significant Accounting Policies | Significant Accounting Policies. Our significant accounting policies have been disclosed in Note 2 - Significant Accounting Policies in our most recent Annual Report on Form 10-K. There have been no changes to the policies disclosed therein. The accompanying unaudited condensed consolidated financial statements we present in this report have been prepared in accordance with those policies. |
Reclassifications | Reclassifications. Certain amounts reported in the condensed consolidated financial statements for the prior periods have been reclassified to conform to the current reporting presentation. |
Use of Estimates | Use of Estimates. The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Income Tax in Interim Periods | Income Tax in Interim Periods. We conduct operations in separate legal entities in different jurisdictions. As a result, income tax amounts are reflected in these condensed consolidated financial statements for each of those jurisdictions. Tax laws and tax rates vary substantially in these jurisdictions and are subject to change based on the political and economic climate in those countries. We file our tax returns in accordance with our interpretations of each jurisdiction’s tax laws. We record our tax provision or benefit on an interim basis using the estimated annual effective tax rate. This rate is applied to the current period ordinary income or loss to determine the income tax provision or benefit allocated to the interim period. |
Losses from jurisdictions for which no benefit can be realized and the income tax effects of unusual and infrequent items are excluded from the estimated annual effective tax rate. Valuation allowances are provided against the future tax benefits that arise from the losses in jurisdictions for which no benefit can be realized. The effects of unusual and infrequent items are recognized in the impacted interim period as discrete items. | |
The estimated annual effective tax rate may be affected by nondeductible expenses and by our projected earnings mix by tax jurisdiction. Adjustments to the estimated annual effective income tax rate are recognized in the period during which such estimates are revised. | |
We have established valuation allowances against our deferred tax assets, including net operating loss carryforwards, and income tax credits. Valuation allowances take into consideration our expected ability to realize these deferred tax assets and reduce the value of such assets to the amount that is deemed more likely than not to be recoverable. Our ability to realize these deferred tax assets is dependent on achieving our forecast of future taxable operating income over an extended period of time. We review our forecast in relation to actual results and expected trends on a quarterly basis. A change in our valuation allowance would impact our income tax expense/benefit and our stockholders’ equity and could have a significant impact on our results of operations or financial condition in future periods. | |
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Segment Information [Abstract] | |||||||||
Schedule of percentage of total revenue | Three months ended | ||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
(In thousands) | |||||||||
As a percentage of total revenue | |||||||||
United States | 71 | % | 75.3 | % | |||||
Canada | 6.7 | 6.5 | |||||||
U.K. | 18.8 | 16.7 | |||||||
Other foreign markets | 3.5 | 1.5 | |||||||
Total consolidated revenue | 100 | % | 100 | % | |||||
Schedule of operating results for the segments | Three months ended | ||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
(In thousands) | |||||||||
Segment revenue | |||||||||
United States | $ | 15,434 | $ | 20,046 | |||||
Canada | 1,468 | 1,740 | |||||||
U.K. | 4,075 | 4,455 | |||||||
Other foreign markets | 766 | 398 | |||||||
Total consolidated revenue | $ | 21,743 | $ | 26,639 | |||||
Three months ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
(In thousands) | |||||||||
Segment gross profit contribution * | |||||||||
United States | $ | 4,582 | $ | 6,645 | |||||
Canada | 289 | (34 | ) | ||||||
U.K. | 284 | 417 | |||||||
Other foreign markets | (1,304 | ) | 152 | ||||||
Total consolidated gross profit | $ | 3,851 | $ | 7,180 | |||||
Schedule of depreciation and amortization expenses | Three months ended | ||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
(In thousands) | |||||||||
Depreciation and amortization expenses | |||||||||
United States | $ | 44 | $ | 26 | |||||
Canada | 1 | — | |||||||
U.K. | 6 | 6 | |||||||
Other foreign markets | — | — | |||||||
Total consolidated depreciation and amortization expenses | $ | 51 | $ | 32 | |||||
Schedule of segment identifiable assets | 31-Mar-15 | 31-Dec-14 | |||||||
(In thousands) | |||||||||
Segment identifiable assets | |||||||||
United States | $ | 12,232 | $ | 10,999 | |||||
Canada | 1,232 | 1,334 | |||||||
U.K. | 4,187 | 4,518 | |||||||
Other foreign markets | 1,871 | 876 | |||||||
Total consolidated identifiable assets | $ | 19,522 | $ | 17,727 |
ShareBased_Compensation_Detail
Share-Based Compensation (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Share-Based Compensation [Abstract] | ||
Share-based compensation expense | $0 | $0 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Income Taxes (Textual) | |||
Income tax expense (benefit) | $11,000 | $13,000 | |
Effective income tax rate | -1.80% | 0.30% | |
Effective tax rates, U.S. statutory corporate tax rate | 35.00% | ||
Operating loss carryforwards | 7,500,000 | 7,900,000 | |
Decrease in valuation allowance | 400,000 | 100,000 | |
Unrecognized tax benefits | 1,700,000 | 1,700,000 | |
Unrecognized tax benefits that would impact effective tax rate | $100,000 | $100,000 |
Concentration_of_Risk_Details
Concentration of Risk (Details) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Concentration of Risk (Textual) | |||
Cash balances without FDIC | 3.3 | $2.30 | |
Rich Dad Brands [Member] | |||
Concentration of Risk (Textual) | |||
Percentage of revenue | 84.00% | 89.00% |
Segment_Information_Details
Segment Information (Details) (Revenue [Member]) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Segment Reporting Information [Line Items] | ||
Total consolidated revenue | 100.00% | 100.00% |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Total consolidated revenue | 71.00% | 75.30% |
Canada [Member] | ||
Segment Reporting Information [Line Items] | ||
Total consolidated revenue | 6.70% | 6.50% |
U.K. [Member] | ||
Segment Reporting Information [Line Items] | ||
Total consolidated revenue | 18.80% | 16.70% |
Other foreign markets [Member] | ||
Segment Reporting Information [Line Items] | ||
Total consolidated revenue | 3.50% | 1.50% |
Segment_Information_Details_1
Segment Information (Details 1) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Segment Reporting Information [Line Items] | ||||
Total consolidated revenue | $21,743 | $26,639 | ||
Total consolidated gross profit | 3,851 | [1] | 7,180 | [1] |
United States [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total consolidated revenue | 15,434 | 20,046 | ||
Total consolidated gross profit | 4,582 | [1] | 6,645 | [1] |
Canada [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total consolidated revenue | 1,468 | 1,740 | ||
Total consolidated gross profit | 289 | [1] | -34 | [1] |
U.K. [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total consolidated revenue | 4,075 | 4,455 | ||
Total consolidated gross profit | 284 | [1] | 417 | [1] |
Other foreign markets [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total consolidated revenue | 766 | 398 | ||
Total consolidated gross profit | ($1,304) | [1] | $152 | [1] |
[1] | Segment gross profit is calculated as revenue less direct course expenses, advertising and sales expenses and royalty expense. |
Segment_Information_Details_2
Segment Information (Details 2) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Segment Reporting Information [Line Items] | ||
Total consolidated depreciation and amortization expenses | $51 | $55 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Total consolidated depreciation and amortization expenses | 44 | 19 |
Canada [Member] | ||
Segment Reporting Information [Line Items] | ||
Total consolidated depreciation and amortization expenses | 1 | |
U.K. [Member] | ||
Segment Reporting Information [Line Items] | ||
Total consolidated depreciation and amortization expenses | 6 | 6 |
Other foreign markets [Member] | ||
Segment Reporting Information [Line Items] | ||
Total consolidated depreciation and amortization expenses |
Segment_Information_Details_3
Segment Information (Details 3) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Segment Reporting Information [Line Items] | ||
Total consolidated identifiable assets | $19,522 | $17,727 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Total consolidated identifiable assets | 12,232 | 10,999 |
Canada [Member] | ||
Segment Reporting Information [Line Items] | ||
Total consolidated identifiable assets | 1,232 | 1,334 |
U.K. [Member] | ||
Segment Reporting Information [Line Items] | ||
Total consolidated identifiable assets | 4,187 | 4,518 |
Other foreign markets [Member] | ||
Segment Reporting Information [Line Items] | ||
Total consolidated identifiable assets | $1,871 | $876 |
Segment_Information_Details_Te
Segment Information (Details Textual) | 3 Months Ended |
Mar. 31, 2015 | |
Segment | |
Segment Reporting (Textual) | |
Number of operating segments | 4 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | 1 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 27, 2015 | Dec. 31, 2014 | |
Commitments And Contingencies Disclosure (Textual) | ||||
Royalty expenses | $1,201,000 | $2,191,000 | ||
Deposits held by credit card processors | 1,900,000 | 1,300,000 | ||
Private Placement [Member] | ||||
Commitments And Contingencies Disclosure (Textual) | ||||
Cash received in private placement | $500,000 | |||
Number of shares issued in private placement | 840,000 | |||
Percentage of placement agent fees on share sales | 13.00% | |||
Percentage of amount upon the exercise of warrants | 5.00% | |||
Percentage of warrant to purchase of common stock equal of net sales | 10.00% | |||
Gross price per unit | $0.55 | |||
Private offering exercise price description | Each unit included one share of common stock and a three-year warrant to purchase one share of common stock at an initial exercise price per share equal to $0.75, subject to adjustment for certain corporate transactions such as a merger, stock-split or stock dividend. | |||
Exercise price of warrant | $0.75 | |||
Term of warrant | 3 years |