Legacy Education Alliance (LEAI) 10-Q 10 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 05, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	Legacy Education Alliance, Inc.
Entity Central Index Key	1,561,880
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		21,780,710

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 5,802	$ 2,932
Restricted cash	2,120	1,843
Deferred course expenses	8,700	8,722
Prepaid expenses and other current assets	3,124	2,528
Inventory	175	161
Total current assets	19,921	16,186
Property and equipment, net	1,271	1,324
Other assets	215	217
Total assets	21,407	17,727
Current liabilities:
Accounts payable	3,813	2,620
Royalties payable	214	104
Accrued course expenses	2,056	1,060
Accrued salaries, wages and benefits	1,326	564
Other accrued expenses	3,503	2,967
Long-term debt, current portion	10	9
Deferred revenue, current portion	57,980	56,140
Total current liabilities	68,902	63,464
Long-term debt, net of current portion	44	52
Deferred revenue, net of current portion	93	238
Other liabilities	65	126
Total liabilities	$ 69,104	$ 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; 21,780,710 shares issued and outstanding at September 30, 2015; 20,000,518 shares issued and outstanding at December 31, 2014	$ 2	$ 2
Additional paid-in capital	10,865	10,547
Cumulative foreign currency translation adjustment	1,065	370
Accumulated deficit	(59,629)	(57,072)
Total stockholders' deficit	(47,697)	(46,153)
Total liabilities and stockholders' deficit	$ 21,407	$ 17,727

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Balance Sheets [Abstract]
Preferred stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	21,780,710	20,000,518
Common stock, shares outstanding	21,780,710	20,000,518

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Statement [Abstract]
Revenue	$ 22,488	$ 22,543	$ 66,867	$ 74,957
Operating costs and expenses:
Direct course expenses	13,032	11,292	37,012	34,006
Advertising and sales expenses	5,319	5,767	15,889	16,835
Royalty expenses	1,268	1,495	4,103	5,479
General and administrative expenses	4,070	4,523	12,901	12,842
Total operating costs and expenses	23,689	23,077	69,905	69,162
Income (loss) from operations	$ (1,201)	$ (534)	$ (3,038)	5,795
Other income (expense):
Litigation settlement				1,300
Interest expense, net	$ (1)	$ (3)	$ (5)	(30)
Other income, net	243	170	515	378
Total other income	242	167	510	1,648
Income (loss) before income taxes	(959)	(367)	(2,528)	7,443
Income tax (expense) benefit	(8)	5	(29)	(33)
Net income (loss)	$ (967)	$ (362)	$ (2,557)	$ 7,410
Basic earnings (loss) per common share	$ (0.04)	$ (0.02)	$ (0.12)	$ 0.50
Diluted earnings (loss) per common share	$ (0.04)	$ (0.02)	$ (0.12)	$ 0.47
Basic weighted average common shares outstanding	21,407	15,978	20,938	14,911
Diluted weighted average common shares outstanding	21,407	15,978	20,938	15,878
Comprehensive income (loss):
Net income (loss)	$ (967)	$ (362)	$ (2,557)	$ 7,410
Foreign currency translation adjustment	811	877	695	455
Total comprehensive income (loss)	$ (156)	$ 515	$ (1,862)	$ 7,865

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - 9 months ended Sep. 30, 2015 - USD ($) shares in Thousands, $ in Thousands	Total	Common stock	Additional paid-in capital	Cumulative Foreign Currency Translation Adjustment	Accumulated deficit
Balance at Dec. 31, 2014	$ (46,153)	$ 2	$ 10,547	$ 370	$ (57,072)
Balance, Shares at Dec. 31, 2014		20,001
Issuance of common stock for cash	459		459
Issuance of common stock for cash, Shares		960
Issuance of common stock for services	23		23
Issuance of common stock for services, Shares		820
Derivative liability	(164)		$ (164)
Net loss	(2,557)				$ (2,557)
Foreign currency translation adjustment	695			$ 695
Balance at Sep. 30, 2015	$ (47,697)	$ 2	$ 10,865	$ 1,065	$ (59,629)
Balance, Shares at Sep. 30, 2015		21,781

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)	$ (2,557)	$ 7,410
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	133	165
Gain on change in fair value of derivatives	(127)
Deferred income taxes	$ 2	2
Litigation settlement		(1,300)
Share-based compensation	$ 23	21
Change in operating assets and liabilities:
Restricted cash	(299)	572
Deferred course expenses	(119)	4,765
Prepaid expenses and other receivables	(733)	(891)
Inventory	(19)	1
Other assets	(19)	30
Accounts payable-trade	1,264	1,236
Royalties payable	111	(75)
Accrued course expenses	1,022	134
Accrued salaries, wages and benefits	766	339
Other accrued expenses	1,306	548
Deferred revenue	2,771	(13,888)
Net cash provided by (used in) operating activities	3,525	(931)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(83)	(237)
Net cash used in investing activities	(83)	(237)
CASH FLOWS FROM FINANCING ACTIVITIES
Principle payments of debt	$ (7)	(337)
Proceeds from debt		$ 65
Proceeds from private offering of securities	$ 459
Net cash provided by (used in) financing activities	452	$ (272)
Effect of exchange rate differences on cash	(1,024)	455
Net increase (decrease) in cash and cash equivalents	2,870	(985)
Cash and cash equivalents, beginning of period	2,932	5,554
Cash and cash equivalents, end of period	5,802	4,569
Supplemental disclosures:
Cash paid during the period for income taxes, net of refunds received	34	1
Cash paid during the period for interest	5	$ 36
Derivative liability from issuance of warrants	$ 164

General

General	9 Months Ended
	Sep. 30, 2015
General [Abstract]
General	Note 1 - General Description of our Business. Rich Dad Poor Dad. Martin Roberts, The Independent Woman, Women in Wealth and Brick Buy Brick Basis of Presentation. 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 and Comprehensive Income (Loss) are not necessarily indicative of amounts expected for the respective annual periods or any other interim period. Significant Accounting Policies. Note 2 - Significant Accounting Policies Reclassifications. Use of Estimates. Income Tax in Interim Periods. Losses from jurisdictions for which no benefit can be realized and the income tax effects of unusual and infrequent items are excluded from the estimated annual effective tax rate. Valuation allowances are provided against the future tax benefits that arise from the losses in jurisdictions for which no benefit can be realized. The effects of unusual and infrequent items are recognized in the impacted interim period as discrete items. The estimated annual effective tax rate may be affected by nondeductible expenses and by our projected earnings mix by tax jurisdiction. Adjustments to the estimated annual effective income tax rate are recognized in the period during which such estimates are revised. We have established valuation allowances against our deferred tax assets, including net operating loss carryforwards and income tax credits. Valuation allowances take into consideration our expected ability to realize these deferred tax assets and reduce the value of such assets to the amount that is deemed more likely than not to be realizable. Our ability to realize these deferred tax assets is dependent on achieving our forecast of future taxable operating income over an extended period of time. We review our forecast in relation to actual results and expected trends on a quarterly basis. A change in our valuation allowance would impact our income tax expense/benefit and our stockholders’ deficit and could have a significant impact on our results of operations or financial condition in future periods.

New Accounting Pronouncements

New Accounting Pronouncements	9 Months Ended
	Sep. 30, 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.

Share-Based Compensation

Share-Based Compensation	9 Months Ended
	Sep. 30, 2015
Share-Based Compensation [Abstract]
Share-Based Compensation	Note 3 - Share-Based Compensation The Company’s 2015 Equity Plan (the “2015 Incentive Plan”) was approved by the stockholders at our annual meeting of stockholders on July 16, 2015. The 2015 Incentive Plan reserves 5,000,000 shares of our Common Stock for stock options, restricted stock, and a variety of other types of equity awards. The text of the 2015 Incentive Plan is included in the attachment marked as Appendix B to the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 16, 2015. Tigrent Inc., has 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 under the 2009 Incentive Plan, the 2012 Incentive Plan and the 2015 Incentive Plan (collectively, the “Incentive Plans”) 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 Stock-Based Compensation

Earnings Per Share ("EPS")

Earnings Per Share ("EPS")	9 Months Ended
	Sep. 30, 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 basic weighted-average number of shares outstanding during the period. Diluted EPS is computed by dividing net income by the diluted weighted-average number of shares outstanding during the period and, accordingly, reflects the potential dilution that could occur if securities or other agreements to issue common stock, such as stock options, were exercised, settled or converted into common stock and were dilutive. The diluted weighted-average number of shares used in our diluted EPS calculation is determined using the treasury stock method. Unvested awards of share-based payments with rights to receive dividends or dividend equivalents, such as our restricted stock awards, are considered to be participating securities, and therefore, the two-class method is used for purposes of calculating EPS. Under the two-class method, a portion of net income is allocated to these participating securities and is excluded from the calculation of EPS allocated to common stock. Our restricted stock awards are subject to forfeiture and restrictions on transfer until vested and have identical voting, income and distribution rights to the unrestricted common shares outstanding. Our weighted average restricted stock awards outstanding were 373,299 and 905,000 for the three months ended September 30, 2015 and 2014, respectively, and 922,617 and 905,000 for the nine months ended September 30, 2015 and 2014, respectively.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2015
Fair Value Measurements [Abstract]
Fair Value Measurements	Note 5 - Fair Value Measurements ASC 820, “Fair Value Measurements and Disclosures” 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). The following table presents the derivative financial instruments, our only financial liabilities measured and recorded at fair value on our condensed consolidated balance sheets on a recurring basis, and their level within the fair value hierarchy as of September 30, 2015: Fair Value Measurements at Reporting Date Using Amount Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Warrant derivative liabilities $ 36,957 $ - $ - $ 36,957 Financial Instruments.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2015
Income Taxes [Abstract]
Income Taxes	Note 6 - Income Taxes Income tax expense was $8.0 thousand for the three months ended September 30, 2015 and a $5.0 thousand income tax benefit for the three months ended September 30, 2014, respectively. Income tax expense was $29.0 thousand and $33.0 thousand for the nine months ended September 30, 2015 and 2014, respectively. Our effective tax rate was (0.8)% and 1.4% for the three months ended September 30, 2015 and 2014, respectively, and (1.1)% and 0.4% for the nine months ended September 30, 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 September 30, 2015 and December 31, 2014, a valuation allowance of $7.7 million and $7.9 million, respectively, has been provided against net operating loss carryforwards and other deferred tax assets. Our valuation allowance changed by $(0.2) million and $2.6 million for the nine months ended September 30, 2015 and 2014, respectively. As of September 30, 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, the Company estimates 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 nine months ended September 30, 2015 and 2014, we had no material changes in 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	9 Months Ended
	Sep. 30, 2015
Concentration of Risk [Abstract]
Concentration of Risk	Note 7 - Concentration of Risk Cash and cash equivalents Revenue. Segment Information

Segment Information

Segment Information	9 Months Ended
	Sep. 30, 2015
Segment Information [Abstract]
Segment Information	Note 8 - Segment Information We manage our business in four segments based on geographic location for which operating managers are responsible to the Chief Executive Officer. In accordance with the provisions of ASC 280, “ Segment Reporting The proportion of our total revenue attributable to each segment is as follows: Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 (In thousands) (In thousands) As a percentage of total revenue United States 64.0 % 70.2 % 66.6 % 74.0 % Canada 6.0 % 6.8 % 7.0 % 6.5 % U.K. 22.2 % 17.4 % 20.1 % 16.7 % Other foreign markets 7.8 % 5.6 % 6.3 % 2.8 % Total consolidated revenue 100.0 % 100.0 % 100.0 % 100.0 % Operating results for the segments are as follows: Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 (In thousands) (In thousands) Segment revenue United States $ 14,400 $ 15,820 $ 44,521 $ 55,464 Canada 1,340 1,523 4,698 4,869 U.K. 4,983 3,934 13,439 12,530 Other foreign markets 1,765 1,266 4,209 2,094 Total consolidated revenue $ 22,488 $ 22,543 $ 66,867 $ 74,957 Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 (In thousands) (In thousands) Segment gross profit contribution * United States $ 3,038 $ 3,735 $ 10,594 $ 16,808 Canada 220 412 1,144 726 U.K. 754 210 1,441 1,279 Other foreign markets (1,143 ) (368 ) (3,316 ) (176 ) Total consolidated gross profit $ 2,869 $ 3,989 $ 9,863 $ 18,637 * Segment gross profit is calculated as revenue less direct course expenses, advertising and sales expenses and royalty expense. Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 (In thousands) (In thousands) Depreciation and amortization expenses United States $ 37 $ 47 $ 119 $ 146 Canada 1 1 3 2 U.K. 7 6 11 17 Other foreign markets - - - - Total consolidated depreciation and amortization expenses $ 45 $ 54 $ 133 $ 165 September 30, 2015 December 31, 2014 (In thousands) Segment identifiable assets United States $ 11,020 $ 10,999 Canada 1,062 1,334 U.K. 4,691 4,518 Other foreign markets 4,634 876 Total consolidated identifiable assets $ 21,407 $ 17,727

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2015
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 9 - Commitments and Contingencies Licensing agreements Custodial and Counterparty Risk Litigation. 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

Unregistered Sales of Equity Se

Unregistered Sales of Equity Securities	9 Months Ended
	Sep. 30, 2015
Unregistered Sales of Equity Securities [Abstract]
Unregistered Sales of Equity Securities	Note 10 - Unregistered Sales of Equity Securities We closed a private offering of 959,924 units (“Units”) at a gross price per Unit of $0.55, in June 2015. Each Unit included one share of common stock, par value $0.0001 per share (“Common Stock”), and a three-year warrant (a “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 and, if the Company does not continue to be a reporting company under the Securities Exchange Act of 1934 during the two-year period after closing, the exercise price will be reduced to $0.01 per share. Each Unit includes limited 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”) when and if we register our shares of Common Stock in a different offering, subject to certain excluded registered offerings. We paid a placement agent cash fees of 13% or $68,785 of the aggregate proceeds that was received and will pay 5% of all amounts received upon the exercise of the Warrants. We also issued to the placement agent warrants to purchase shares of Common Stock equal to 10% of the total shares sold in the offering, or 95,992 shares, at an initial exercise price of $0.75 per share. The value of the warrants was $14,866. We had previously received $459,173 in net cash proceeds related to this private offering, which was recorded in restricted cash and other accrued expenses on our Condensed Consolidated Balance Sheets in the first quarter of 2015. The $459,173 in net cash proceeds is now recorded in Cash and cash equivalents and the placement agent fees and the fair value of the warrants was offset against the proceeds in Additional paid-in capital on our Condensed Consolidated Balance Sheets. In connection with this private offering, our placement agent agreement with the placement agent was terminated. We described this sale of Units in Part II. Other Information, Item 2 The offering of the Units was made in a transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and the provisions of Regulation D that is promulgated under the Securities Act.

Derivative Liability

Derivative Liability	9 Months Ended
	Sep. 30, 2015
Derivative Liability [Abstract]
Derivative Liability	Note 11 - Derivative Liability In June 2015, we granted warrants to purchase 959,924 units of the Company’s common stock through a private offering of units (“Units”) in conjunction with an equity raise. Each Unit included one share of Common Stock, par value $0.0001 per share, 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 and, if the Company does not continue to be a reporting company under the Securities Exchange Act of 1934 during the two-year period after closing, the exercise price will be reduced to $0.01 per share. Each Unit includes limited 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") when and if we register our shares of Common Stock in a different offering, subject to certain excluded registered offerings. The Company has also issued to the placement agent warrants to purchase our shares of Common Stock equal to 10% of the total shares sold in the offering, or 95,992 shares. Because these warrants have full reset adjustments that would preclude the instrument from being considered as index to the Company’s stock, it is subject to derivative liability treatment under ASC 815-40-15 Key assumptions used to determine the fair value of the warrants follows: At Issuance September 30, 2015 Market value of stock on measurement date $ 0.55 $ 0.28 Risk-free interest rate 1.12 % 0.92 % Dividend yield 0 % 0 % Volatility factor 55.0 % 58.7 % Term 3 years 2.75 years As of September 30, 2015, the fair value of the total warrants' derivative liability is $36,957 and we recognized a gain on the derivative liability of $126,575 for the nine months ended September 30, 2015. The following table summarizes the derivative liability included in the balance sheet: Fair value at issuance date $ 163,532 Gain on change of fair value (126,575 ) Balance at September 30, 2015 $ 36,957 The following table summarizes information about warrants outstanding as of September 30, 2015: Total # of warrants issued and outstanding 1,055,916 Weighted-average exercise price $ 0.75 Remaining life (in years) 2.75

Subsequent Event

Subsequent Event	9 Months Ended
	Sep. 30, 2015
Subsequent Event [Abstract]
Subsequent Event	Note 12 - 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 September 30, 2015.

General (Policies)

General (Policies)	9 Months Ended
	Sep. 30, 2015
General [Abstract]
Basis of Presentation	Basis of Presentation. 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 and Comprehensive Income (Loss) are not necessarily indicative of amounts expected for the respective annual periods or any other interim period.
Significant Accounting Policies	Significant Accounting Policies. Note 2 - Significant Accounting Policies
Reclassifications	Reclassifications.
Use of Estimates	Use of Estimates.
Income Tax in Interim Periods	Income Tax in Interim Periods. Losses from jurisdictions for which no benefit can be realized and the income tax effects of unusual and infrequent items are excluded from the estimated annual effective tax rate. Valuation allowances are provided against the future tax benefits that arise from the losses in jurisdictions for which no benefit can be realized. The effects of unusual and infrequent items are recognized in the impacted interim period as discrete items. The estimated annual effective tax rate may be affected by nondeductible expenses and by our projected earnings mix by tax jurisdiction. Adjustments to the estimated annual effective income tax rate are recognized in the period during which such estimates are revised. We have established valuation allowances against our deferred tax assets, including net operating loss carryforwards and income tax credits. Valuation allowances take into consideration our expected ability to realize these deferred tax assets and reduce the value of such assets to the amount that is deemed more likely than not to be realizable. Our ability to realize these deferred tax assets is dependent on achieving our forecast of future taxable operating income over an extended period of time. We review our forecast in relation to actual results and expected trends on a quarterly basis. A change in our valuation allowance would impact our income tax expense/benefit and our stockholders’ deficit and could have a significant impact on our results of operations or financial condition in future periods.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2015
Fair Value Measurements [Abstract]
Schedule of fair value measurements on a recurring basis	Fair Value Measurements at Reporting Date Using Amount Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Warrant derivative liabilities $ 36,957 $ - $ - $ 36,957

Segment Information (Tables)

Segment Information (Tables)	9 Months Ended
	Sep. 30, 2015
Segment Information [Abstract]
Schedule of percentage of total revenue	Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 (In thousands) (In thousands) As a percentage of total revenue United States 64.0 % 70.2 % 66.6 % 74.0 % Canada 6.0 % 6.8 % 7.0 % 6.5 % U.K. 22.2 % 17.4 % 20.1 % 16.7 % Other foreign markets 7.8 % 5.6 % 6.3 % 2.8 % Total consolidated revenue 100.0 % 100.0 % 100.0 % 100.0 %
Schedule of operating results for the segments	Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 (In thousands) (In thousands) Segment revenue United States $ 14,400 $ 15,820 $ 44,521 $ 55,464 Canada 1,340 1,523 4,698 4,869 U.K. 4,983 3,934 13,439 12,530 Other foreign markets 1,765 1,266 4,209 2,094 Total consolidated revenue $ 22,488 $ 22,543 $ 66,867 $ 74,957 Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 (In thousands) (In thousands) Segment gross profit contribution * United States $ 3,038 $ 3,735 $ 10,594 $ 16,808 Canada 220 412 1,144 726 U.K. 754 210 1,441 1,279 Other foreign markets (1,143 ) (368 ) (3,316 ) (176 ) Total consolidated gross profit $ 2,869 $ 3,989 $ 9,863 $ 18,637 * Segment gross profit is calculated as revenue less direct course expenses, advertising and sales expenses and royalty expense.
Schedule of depreciation and amortization expenses	Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 (In thousands) (In thousands) Depreciation and amortization expenses United States $ 37 $ 47 $ 119 $ 146 Canada 1 1 3 2 U.K. 7 6 11 17 Other foreign markets - - - - Total consolidated depreciation and amortization expenses $ 45 $ 54 $ 133 $ 165
Schedule of segment identifiable assets	September 30, 2015 December 31, 2014 (In thousands) Segment identifiable assets United States $ 11,020 $ 10,999 Canada 1,062 1,334 U.K. 4,691 4,518 Other foreign markets 4,634 876 Total consolidated identifiable assets $ 21,407 $ 17,727

Derivative Liability (Tables)

Derivative Liability (Tables)	9 Months Ended
	Sep. 30, 2015
Derivative Liability [Abstract]
Schedule of fair value of the warrants	At Issuance September 30, 2015 Market value of stock on measurement date $ 0.55 $ 0.28 Risk-free interest rate 1.12 % 0.92 % Dividend yield 0 % 0 % Volatility factor 55.0 % 58.7 % Term 3 years 2.75 years
Schedule of derivative liability	Fair value at issuance date $ 163,532 Gain on change of fair value (126,575 ) Balance at September 30, 2015 $ 36,957
Schedule of warrants outstanding	Total # of warrants issued and outstanding 1,055,916 Weighted-average exercise price $ 0.75 Remaining life (in years) 2.75

Share-Based Compensation (Detai

Share-Based Compensation (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Share-Based Compensation [Abstract]
Share-based compensation expense	$ 22,700	$ 6,900	$ 22,700	$ 20,900
Stock incentive plan shares resereved			5,000,000

Earnings Per Share ("EPS") (Det

Earnings Per Share ("EPS") (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Earnings Per Share (Textual)
Weighted average restricted stock awards outstanding shares	373,299	905,000	922,617	905,000

Fair Value Measurements (Detail

Fair Value Measurements (Details)	9 Months Ended
	Sep. 30, 2015USD ($)
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrant derivative liabilities	$ 36,957
Fair Value, Inputs, Level 1 [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrant derivative liabilities
Fair Value, Inputs, Level 2 [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrant derivative liabilities
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrant derivative liabilities	$ 36,957

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Income Taxes (Textual)
Income tax expense (benefit)	$ 8	$ (5)	$ 29	$ 33
Effective income tax rate	(0.80%)	1.40%	(1.10%)	0.40%
Effective tax rates, U.S. statutory corporate tax rate			35.00%
Deferred tax assets, valuation allowance	$ 7,700		$ 7,700		$ 7,900
Changes in valuation allowance			(200)	$ 2,600
Unrecognized tax benefits	1,700		1,700		1,700
Unrecognized tax benefits that would impact effective tax rate	$ 100		$ 100		$ 100

Concentration of Risk (Details)

Concentration of Risk (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Concentration of Risk (Textual)
Cash balances without FDIC	$ 4.6		$ 4.6		$ 2.3
Rich Dad Brands [Member]
Concentration of Risk (Textual)
Percentage of revenue	76.00%	85.20%	79.00%	87.40%

Segment Information (Details)

Segment Information (Details) - Revenue [Member]	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Segment Reporting Information [Line Items]
Total consolidated revenue	100.00%	100.00%	100.00%	100.00%
United States [Member]
Segment Reporting Information [Line Items]
Total consolidated revenue	64.00%	70.20%	66.60%	74.00%
Canada [Member]
Segment Reporting Information [Line Items]
Total consolidated revenue	6.00%	6.80%	7.00%	6.50%
U.K. [Member]
Segment Reporting Information [Line Items]
Total consolidated revenue	22.20%	17.40%	20.10%	16.70%
Other foreign markets [Member]
Segment Reporting Information [Line Items]
Total consolidated revenue	7.80%	5.60%	6.30%	2.80%

Segment Information (Details 1)

Segment Information (Details 1) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Segment Reporting Information [Line Items]
Total consolidated revenue		$ 22,488	$ 22,543	$ 66,867	$ 74,957
Total consolidated gross profit	[1]	2,869	3,989	9,863	18,637
United States [Member]
Segment Reporting Information [Line Items]
Total consolidated revenue		14,400	15,820	44,521	55,464
Total consolidated gross profit	[1]	3,038	3,735	10,594	16,808
Canada [Member]
Segment Reporting Information [Line Items]
Total consolidated revenue		1,340	1,523	4,698	4,869
Total consolidated gross profit	[1]	220	412	1,144	726
U.K. [Member]
Segment Reporting Information [Line Items]
Total consolidated revenue		4,983	3,934	13,439	12,530
Total consolidated gross profit	[1]	754	210	1,441	1,279
Other foreign markets [Member]
Segment Reporting Information [Line Items]
Total consolidated revenue		1,765	1,266	4,209	2,094
Total consolidated gross profit	[1]	$ (1,143)	$ (368)	$ (3,316)	$ (176)
[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 ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Segment Reporting Information [Line Items]
Total consolidated depreciation and amortization expenses	$ 45	$ 54	$ 133	$ 165
United States [Member]
Segment Reporting Information [Line Items]
Total consolidated depreciation and amortization expenses	37	47	119	146
Canada [Member]
Segment Reporting Information [Line Items]
Total consolidated depreciation and amortization expenses	1	1	3	2
U.K. [Member]
Segment Reporting Information [Line Items]
Total consolidated depreciation and amortization expenses	$ 7	$ 6	$ 11	$ 17
Other foreign markets [Member]
Segment Reporting Information [Line Items]
Total consolidated depreciation and amortization expenses

Segment Information (Details 3)

Segment Information (Details 3) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Segment Reporting Information [Line Items]
Total consolidated identifiable assets	$ 21,407	$ 17,727
United States [Member]
Segment Reporting Information [Line Items]
Total consolidated identifiable assets	11,020	10,999
Canada [Member]
Segment Reporting Information [Line Items]
Total consolidated identifiable assets	1,062	1,334
U.K. [Member]
Segment Reporting Information [Line Items]
Total consolidated identifiable assets	4,691	4,518
Other foreign markets [Member]
Segment Reporting Information [Line Items]
Total consolidated identifiable assets	$ 4,634	$ 876

Segment Information (Details Te

Segment Information (Details Textual)	9 Months Ended
	Sep. 30, 2015Segment
Segment Reporting (Textual)
Number of operating segments	4

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Commitments And Contingencies Disclosure (Textual)
Operations and Comprehensive Income (Loss)	$ (156)	$ 515	$ (1,862)	$ 7,865
Deposits held by credit card processors	2,100		2,100		$ 1,500
Royalty Agreements [Member]
Commitments And Contingencies Disclosure (Textual)
Operations and Comprehensive Income (Loss)	$ 1,300	$ 1,500	$ 4,100	$ 5,500

Unregistered Sales of Equity 34

Unregistered Sales of Equity Securities (Details) - USD ($)	1 Months Ended
	Jun. 30, 2015	Sep. 30, 2015	Dec. 31, 2014
Unregistered Sales of Equity Securities [Abstract]
Common stock, par or stated value per share		$ 0.0001	$ 0.0001
Common stock offered to private equity	959,924
Sale of common stock to private equity	$ 0.01	$ 0.55
Placement agent cash fees in percentage	13.00%
Payments of cash fees	$ 68,785
Exercise price of warrant	$ 0.75
Exercise warrants price in percentage	5.00%
Exercise warrants percentage	10.00%
Common stock issued to placement agent	$ 14,866
Common stock issued to placement agent, shares	95,992
Proceeds from issuance of private placement	$ 459,173

Derivative Liability (Details)

Derivative Liability (Details)	9 Months Ended
	Sep. 30, 2015$ / shares
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Market value of stock on measurement date	$ 0.28
Risk-free interest rate	0.92%
Dividend yield	0.00%
Volatility factor	58.70%
Term	2 years 9 months
At Issuance [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Market value of stock on measurement date	$ 0.55
Risk-free interest rate	1.12%
Dividend yield	0.00%
Volatility factor	55.00%
Term	3 years

Derivative Liability (Details 1

Derivative Liability (Details 1)	9 Months Ended
	Sep. 30, 2015USD ($)
Derivative Liability [Abstract]
Fair value at issuance date	$ 163,532
Gain on change of fair value	(126,575)
Balance at September 30, 2015	$ 36,957

Derivative Liability (Details 2

Derivative Liability (Details 2)	9 Months Ended
	Sep. 30, 2015$ / sharesshares
Derivative Liability [Abstract]
Total # of warrants issued and outstanding	1,055,916
Weighted-average exercise price | $ / shares	$ 0.75
Remaining life (in years)	2 years 9 months

Derivative Liability (Details T

Derivative Liability (Details Textual) - USD ($)	1 Months Ended	9 Months Ended
	Jun. 30, 2015	Sep. 30, 2015	Dec. 31, 2014
Derivative Liability [Abstract]
Common stock, par value		$ 0.0001	$ 0.0001
Number of shares issued in private placement	959,924
Price per share	$ 0.01	$ 0.55
Exercise price of warrant	$ 0.75
Private offering exercise price description	Each Unit included one share of common stock, par value $0.0001 per share ("Common Stock"), and a three-year warrant (a "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.
Warrant's derivative liability fair value		$ 36,957	$ 163,532
Gain on change of fair value		$ (126,575)
Placement agent warrants description	The Company has also issued to the placement agent warrants to purchase our shares of Common Stock equal to 10% of the total shares sold in the offering or 95,992 shares.