Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 13, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Legacy Education Alliance, Inc. | |
Entity Central Index Key | 1,561,880 | |
Trading Symbol | LEAI | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 23,007,519 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 2,613 | $ 6,005 |
Restricted cash | 3,476 | 2,899 |
Deferred course expenses | 8,881 | 9,417 |
Prepaid expenses and other current assets | 5,179 | 6,408 |
Inventory | 454 | 330 |
Total current assets | 20,603 | 25,059 |
Property and equipment, net | 1,597 | 1,187 |
Deferred tax asset, net | 441 | |
Other assets | 216 | 333 |
Total assets | 22,416 | 27,020 |
Current liabilities: | ||
Accounts payable | 2,796 | 2,860 |
Royalties payable | 293 | 188 |
Accrued course expenses | 2,005 | 1,829 |
Accrued salaries, wages and benefits | 898 | 1,506 |
Other accrued expenses | 3,756 | 2,430 |
Long-term debt, current portion | 12 | 11 |
Deferred revenue, current portion | 55,078 | 57,151 |
Total current liabilities | 64,838 | 65,975 |
Long-term debt, net of current portion | 14 | 20 |
Deferred revenue, net of current portion | 25 | 602 |
Deferred tax liability, net | 78 | |
Other liabilities | 398 | 1,188 |
Total liabilities | 65,353 | 67,785 |
Commitments and contingencies (Note 11) | ||
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, 23,007,519 and 23,007,519 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 2 | 2 |
Additional paid-in capital | 11,413 | 11,299 |
Cumulative foreign currency translation adjustment | 541 | (445) |
Accumulated deficit | (54,893) | (51,621) |
Total stockholders' deficit | (42,937) | (40,765) |
Total liabilities and stockholders' deficit | $ 22,416 | $ 27,020 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 23,007,519 | 23,007,519 |
Common stock, shares outstanding | 23,007,519 | 23,007,519 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 25,222 | $ 26,208 | $ 50,977 | $ 48,173 |
Operating costs and expenses: | ||||
Direct course expenses | 15,397 | 13,220 | 29,611 | 26,083 |
Advertising and sales expenses | 5,998 | 5,131 | 11,570 | 9,722 |
Royalty expenses | 1,653 | 1,639 | 3,209 | 2,532 |
General and administrative expenses | 5,198 | 4,231 | 10,046 | 8,572 |
Total operating costs and expenses | 28,246 | 24,221 | 54,436 | 46,909 |
Income/(loss) from operations | (3,024) | 1,987 | (3,459) | 1,264 |
Other income (expense): | ||||
Interest expense | (4) | (2) | (8) | (5) |
Other income (expense), net | (27) | 69 | (48) | 152 |
Total other income (expense), net | (31) | 67 | (56) | 147 |
Income/(loss) before income taxes | (3,055) | 2,054 | (3,515) | 1,411 |
Income tax (expense) benefit | 640 | (107) | 243 | 226 |
Net income/(loss) | $ (2,415) | $ 1,947 | $ (3,272) | $ 1,637 |
Basic earnings/(loss) per common share | $ (0.10) | $ 0.09 | $ (0.14) | $ 0.07 |
Diluted earnings/(loss) per common share | $ (0.10) | $ 0.08 | $ (0.14) | $ 0.07 |
Basic weighted average common shares outstanding | 23,008 | 21,284 | 23,008 | 21,284 |
Diluted weighted average common shares outstanding | 23,008 | 22,763 | 23,008 | 22,697 |
Comprehensive income/(loss): | ||||
Net income/(loss) | $ (2,415) | $ 1,947 | $ (3,272) | $ 1,637 |
Foreign currency translation adjustments, net of tax of $0 | 1,407 | (980) | 986 | (1,278) |
Total comprehensive income/(loss) | $ (1,008) | $ 967 | $ (2,286) | $ 359 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss) (Parenthetical) (Unaudited) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Income Statement [Abstract] | |
Foreign currency translation adjustments | $ 0 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - 6 months ended Jun. 30, 2018 - USD ($) $ in Thousands | Common stock | Additional paid-in capital | Cumulative foreign currency translation | Accumulated deficit | Total |
Balance at Dec. 31, 2017 | $ 2 | $ 11,299 | $ (445) | $ (51,621) | $ (40,765) |
Balance, shares at Dec. 31, 2017 | 23,008 | ||||
Share-based compensation expense | 114 | 114 | |||
Share-based compensation expense, shares | |||||
Foreign currency translation adjustment, net of tax of $0 | 986 | 986 | |||
Net Loss | (3,272) | (3,272) | |||
Balance at Jun. 30, 2018 | $ 2 | $ 11,413 | $ 541 | $ (54,893) | $ (42,937) |
Balance, shares at Jun. 30, 2018 | 23,008 |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) (Parenthetical) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Foreign currency translation adjustments | $ 0 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income/(loss) | $ (3,272) | $ 1,637 |
Adjustments to reconcile net income/(loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 70 | 65 |
Gain on change in fair value of derivatives | (24) | (87) |
Share-based compensation | 114 | 107 |
Deferred income taxes | (270) | (355) |
Changes in operating assets and liabilities: | ||
Deferred course expenses | 514 | (240) |
Prepaid expenses and other receivable | 1,109 | (539) |
Inventory | (126) | (18) |
Other assets | (8) | (27) |
Accounts payable-trade | (18) | (388) |
Royalties payable | 106 | 201 |
Accrued course expenses | 203 | 725 |
Accrued salaries, wages and benefits | (607) | 280 |
Other accrued expenses | 1,627 | 656 |
Deferred revenue | (1,708) | 1,254 |
Other liabilities | 100 | |
Net cash provided by/(used in) operating activities | (2,290) | 3,371 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (480) | (103) |
Net cash used in investing activities | (480) | (103) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Principal payments on debt | (6) | (5) |
Net cash used in financing activities | (6) | (5) |
Effect of exchange rate differences on cash | (39) | (14) |
Net increase/(decrease) in cash and cash equivalents and restricted cash | (2,815) | 3,249 |
Cash and cash equivalents and restricted cash, beginning of period | 8,904 | 4,859 |
Cash and cash equivalents and restricted cash, end of period | 6,089 | 8,108 |
Supplemental disclosures: | ||
Cash paid during the period for interest | 8 | 5 |
Cash paid during the period for income taxes, net of refunds received | $ (774) | $ 30 |
General
General | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | Note 1 - General Business Description. Rich Dad Poor Dad. TM TM TM TM TM TM TM Basis of Presentation. The accompanying unaudited Condensed Consolidated Financial Statements presented in this report are for us and our consolidated subsidiaries, each of which is a wholly-owned subsidiary. All significant intercompany transactions have been eliminated. These interim financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 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. We historically managed our business in four segments based on geographic location. These segments included our historical segments of the United States, Canada, and the United Kingdom, and Other Foreign Markets. During the three months ended December 31, 2017, the Company’s management decided to combine the previously reported United States and Canada segments into the North America segment effective for the 2017 year-end reporting and since such date our operations have been managed through three operating segments: (i) North America, (ii) United Kingdom, (iii) Other Foreign Markets. Significant Accounting Policies. Note 2 - Significant Accounting Policies Revenue Recognition There have been no other changes to the accounting policies, which are disclosed in our most recent Annual Report on Form 10-K. The accompanying unaudited Condensed Consolidated Financial Statements we present in this report have been prepared in accordance with our policies. For further discussion, (see Note 10, “ Revenue Recognition. 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. Tax Cuts and Jobs Act The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017 making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a reduction in the US federal corporate tax rate from 35% to 21%, requiring companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creating new taxes on certain foreign sourced earnings. All amounts recognized associated with the Tax Act as of June 30, 2018 are provisional. Given the complexity of the Tax Act, we are still evaluating the tax impact and obtaining the information required to complete the accounting. The date we expect to complete the accounting is not currently determinable while we continue to obtain the information required to complete the accounting. Given the provisional amounts recognized in 2017, and the fact that we have not changed our provisional estimates, the impact of measurement period adjustments was not material during the six months ended June 30, 2018. |
New Accounting Pronouncements
New Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | Note 2 - New Accounting Pronouncements Accounting Standards Adopted in the Current Period We have implemented all new accounting pronouncements that are in effect and that management believes would materially affect our financial statements. In May 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” Deferral of the Effective Date We completed our analysis during 2017 and there is no material change to our financial position, results of operations, and cash flows. We adopted ASU No. 2014-09 and its amendment on a modified retrospective basis effective January 1, 2018. Although there is no material impact, we have expanded disclosures in our notes to our condensed consolidated financial statements related to revenue recognition under the new standard. We have implemented changes to our accounting policies and practices, business processes, systems, and controls to support the new revenue recognition and disclosure requirements. (See Note 10, “ Revenue Recognition In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows: Restricted Cash,” In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230).” In October 2016, the FASB issued ASU 2016-16, “Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory,” In January 2016, the FASB issued ASU No 2016-01, “ Recognition and Measurement of Financial Assets and Financial Liabilities,” Financial Instruments – Overall (Subtopic 825-10) In January 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2017-01, “Business Combinations,” New Accounting Standards to be Adopted in Future Periods In June 2018, an accounting update was issued to simplify the accounting for nonemployee share-based payment transactions resulting from expanding the scope of ASC Topic 718, Compensation-Stock Compensation ASC Topic 718 ASC Topic 718 ASC Topic 718 ASC Topic 606, Revenue from Contracts with Customers ASC Topic 606 In February 2016, the FASB issued ASU No 2016-02 “Leases.” In July 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2017-11, I “ Accounting for Certain Financial Instruments With Down Round Features Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests With a Scope Exception |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Note 3 - Share-Based Compensation We account for share-based awards under the provisions of ASC 718, “ Compensation—Stock Compensation Share-based compensation expenses related to our restricted stock grants were $57.0 thousand and $56.0 thousand for the three months ended June 30, 2018 and 2017, and $114.0 thousand and $107.0 thousand for the six months ended June 30, 2018 and 2017, respectively, which are reported as a separate line item in the condensed consolidated statement of changes in stockholders’ deficit. See Note 6 - Share-Based Compensation |
Earnings Per Share (''EPS'')
Earnings Per Share (''EPS'') | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [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. For periods in which we recognize losses, the calculation of diluted loss per share is the same as the calculation of basic loss per share. We excluded unvested restricted stock awards from the diluted weighted-average number of shares used in our diluted EPS calculation of 1,120,927 for the six months ended June 30, 2018 and 1,095,792 for the three months ended June 30, 2018 because we had a net loss in the periods. Unvested awards of share-based payments with rights to receive dividends or dividend equivalents, such as our restricted stock awards, are considered to be participating securities, and therefore, the two-class method is used for purposes of calculating EPS. Under the two-class method, a portion of net income is allocated to these participating securities and is excluded from the calculation of EPS allocated to common stock. Our restricted stock awards are subject to forfeiture and restrictions on transfer until vested and have identical voting, income and distribution rights to the unrestricted common shares outstanding. Our weighted average unvested restricted stock awards outstanding were 1,120,927 and 1,478,615 for the three months ended June 30, 2018 and 2017, and 1,095,792 and 1,413,045 for the six months ended June 30, 2018 and 2017. The calculations of basic and diluted EPS are as follows: Three Months Ended June 30, 2018 Three Months Ended June 30, 2017 Weighted Weighted Average Loss Average Earnings Net Shares Per Net Shares Per Loss Outstanding Share Income Outstanding Share (in thousands, except per share data) (in thousands, except per share data) Basic: As reported $ (2,415 ) 23,008 $ 1,947 22,763 Amounts allocated to unvested restricted shares (127 ) (1,479 ) Amounts available to common stockholders $ (2,415 ) 23,008 $ (0.10 ) $ 1,820 21,284 $ 0.09 Diluted: Amounts allocated to unvested restricted shares — — 127 — Non participating share units — 1,479 Amounts reallocated to unvested restricted shares — — (135 ) — Amounts available to stockholders and assumed conversions $ (2,415 ) 23,008 $ (0.10 ) $ 1,812 22,763 $ 0.08 Six Months Ended June 30, 2018 Six Months Ended June 30, 2017 Weighted Weighted Average Loss Average Earnings Net Shares Per Net Shares Per Loss Outstanding Share Income Outstanding Share (in thousands, except per share data) (in thousands, except per share data) Basic: As reported $ (3,272 ) 23,008 $ 1,637 22,697 Amounts allocated to unvested restricted shares (102 ) (1,413 ) Amounts available to common stockholders $ (3,272 ) 23,008 $ (0.14 ) $ 1,535 21,284 $ 0.07 Diluted: Amounts allocated to unvested restricted shares — — 102 — Non participating share units — 1,413 Amounts reallocated to unvested restricted shares — — (109 ) — Amounts available to stockholders and assumed conversions $ (3,272 ) 23,008 $ (0.14 ) $ 1,528 22,697 $ 0.07 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [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 June 30, 2018 and December 31, 2017: Fair Value Measurements at Amount Quoted Significant Significant As of June 30, 2018 Warrant derivative liabilities $ - $ - $ - $ - As of December 31, 2017 Warrant derivative liabilities $ 24,233 $ - $ - $ 24,233 Financial Instruments. See Note – 6 Derivative Liability, |
Derivative Liability
Derivative Liability | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | Note 6 - Derivative Liability In June 2015, we granted warrants to purchase 959,924 shares of the Company’s common stock through a private offering of units (“Units”). 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 did not continue to be a reporting company under the Securities Exchange Act of 1934 during the two-year period after closing, the exercise price would 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 June 30, December 31, 2017 Market value of stock on measurement date $ 0.55 $ 0.38 $ 0.48 Risk-free interest rate 1.12 % 1.93 % 1.53 % Dividend yield 0 % 0 % 0 % Volatility factor 55 % 62.5 % 63.5 % Term 3 years 0.0 year 0.5 year As of June 30, 2018 and December 31, 2017, the fair value of the total warrants' derivative liability is $0 and $24,233, respectively, and were recorded in other accrued expenses in the Condensed Consolidated Balance Sheets. We recognized a gain on the derivative liability of $2,438 and $15,624 for the three months ended June 30, 2018 and 2017, and $24,233 and $87,425 for the six months ended June 30, 2018 and 2017, which is recorded in other income, net in the Condensed Consolidated Statements of Operations and Comprehensive Income. The following table summarizes the derivative liability included in other accrued expenses in the Condensed Consolidated Balance Sheets: Balance at December 31, 2017 $ 24,233 Gain on change of fair value (24,233 ) Balance at June 30, 2018 — The following table summarizes information about warrants outstanding as of June 30, 2018: Total # of warrants issued and outstanding 1,055,916 Weighted-average exercise price $ 0.75 Remaining life (in years) — |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 - Income Taxes We recorded an income tax benefit of $640.0 thousand and income tax expense of ($107.0) thousand for the three months ended June 30, 2018 and 2017, respectively. We recorded an income tax benefit of $243 and $226.0 thousand for the six months ended June 30, 2018 and 2017, respectively. Our effective tax rate was 20.9% and 5.2% for the three months ended June 30, 2018 and 2017, and 6.9% and (16.0)% for the six months ended June 30, 2018 and 2017, respectively. Our effective tax rates differed from the U.S. statutory corporate tax rate of 21% and 35%, for the same periods, 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 June 30, 2018 and December 31, 2017, valuation allowances of $4.9 million and $4.7 million have been provided against net operating loss carryforwards and other deferred tax assets, respectively. We increased our valuation allowance by $0.07 million for the six months ended June 30, 2018 and decreased our valuation allowance by $0.5 million for the six months ended June 30, 2017. As of June 30, 2018 and December 31, 2017, we had total unrecognized tax benefits of $1.7 million, related to foreign and domestic tax positions. Of this amount, the Company estimates that $0.4 million, 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 and six months ended June 30, 2018 and 2017, 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. The Internal Revenue Service completed its examination of the corporation’s federal income tax returns for the years 2013-2015 resulting in no changes. The Canadian Revenue Agency completed its examination of the corporation’s 2014-2016 goods and services tax (GST) and harmonized sales tax (HST) returns. All issues have been settled. The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017 making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a reduction in the US federal corporate tax rate from 35% to 21%, requiring companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creating new taxes on certain foreign sourced earnings. As of June 30, 2018, we have not completed our assessment of the accounting impact of the tax effects on the Company due to the Act; however, we have made a reasonable estimate of the effects on our existing deferred tax balances. We will continue to refine our estimate as additional analysis is completed and additional guidance is issued, however we do not expect a significant net impact on our underlying financial statements as we have cumulative losses in our foreign subsidiaries. All amounts recognized associated with the Tax Act as of June 30, 2018 are provisional. Given the complexity of the Tax Act, we are still evaluating the tax impact and obtaining the information required to complete the accounting. The date we expect to complete the accounting is not currently determinable while we continue to obtain the information required to complete the accounting. Given the provisional amounts recognized in 2017, and the fact that we have not changed our provisional estimates, the impact of measurement period adjustments was not material during the six months ended June 30, 2018. |
Concentration of Risk
Concentration of Risk | 6 Months Ended |
Jun. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentration of Risk | Note 8 - Concentration of Risk Cash and cash equivalents Revenue. A significant portion of our revenue is derived from the Rich Dad brands. Revenue derived from the Rich Dad brands as a percentage of total revenue was 68.5% and 70.1% for the three months ended June 30, 2018 and 2017, and 71.1% and 71.9% for the six months ended June 30, 2018 and 2017, respectively. In addition, we have operations in the North America, the United Kingdom and other foreign markets (see Note 9 — Segment Information |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Note 9 - Segment Information We historically managed our business in four segments based on geographic location for which operating managers are responsible to the Chief Executive Officer. Our historical segments were the United States, Canada, the United Kingdom, and Other Foreign Markets. During the three months ended December 31, 2017, the Company’s management decided to combine the United States and Canada segments into the North America segment effective for the 2017 year-end reporting and since such date, our operations have been managed through three operating segments: (i) North America, (ii) United Kingdom, (iii) Other Foreign Markets. Operating results, as reported below, are reviewed regularly by our Chief Executive Officer, or Chief Operating Decision Maker (“CODM”) and other members of the executive team. The proportion of our total revenue attributable to each segment is as follows: Three Months Ended Six Months Ended 2018 2017 2018 2017 As a percentage of total revenue North America 52.5 % 58.2 % 57.3 % 58.0 % U.K. 23.6 % 22.1 % 22.0 % 23.1 % Other foreign markets 23.9 % 19.7 % 20.7 % 18.9 % Total consolidated revenue 100 % 100 % 100 % 100 % Operating results for the segments are as follows: Three Months Ended Six Months Ended Segment revenue 2018 2017 2018 2017 (In thousands) North America $ 13,237 $ 15,262 $ 29,186 $ 27,944 U.K. 5,944 5,786 11,209 11,141 Other foreign markets 6,041 5,160 10,582 9,088 Total consolidated revenue $ 25,222 $ 26,208 $ 50,977 $ 48,173 Three Months Ended Six Months Ended Segment gross profit contribution * 2018 2017 2018 2017 (In thousands) North America $ (459 ) $ 2,961 $ 3,397 $ 4,514 U.K. 1,719 2,023 2,846 3,793 Other foreign markets 914 1,234 344 1,529 Total consolidated gross profit $ 2,174 $ 6,218 $ 6,587 $ 9,836 * Segment gross profit is calculated as revenue less direct course expenses, advertising and sales expenses and royalty expense. Three Months Ended Six Months Ended Depreciation and amortization expenses 2018 2017 2018 2017 (In thousands) North America $ 28 $ 27 $ 53 $ 56 U.K. 10 5 14 9 Other foreign markets 3 — 3 — Total consolidated depreciation and amortization expenses $ 41 $ 32 $ 70 $ 65 June 30, December 31, Segment identifiable assets 2018 2017 (In thousands) North America $ 10,449 $ 15,364 U.K. 6,384 9,090 Other foreign markets 5,583 2,566 Total consolidated identifiable assets $ 22,416 $ 27,020 |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2018 | |
Notes To Financial Statements Abstract | |
Revenue Recognition | Note 10 – Revenue Recognition We recognize revenue when our customers obtain control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services, in accordance with implemented Topic 606 - an update to Topic 605, which was the revenue recognition standard in effect for each of the two years in the period ended December 31, 2017. We adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. Revenue amounts presented in our condensed consolidated financial statements are recognized net of sales tax, value-added taxes, and other taxes. In the normal course of business, we recognize revenue based on the customers’ attendance of the course, mentoring training, coaching session or delivery of the software, data or course materials on-line. After a customer contract expires we record breakage revenue less a reserve for cases where we allow a customer to attend after expiration. We have deferred revenue of $55.1 million related to contractual commitments with customers where the performance obligation will be satisfied over time, which ranges from one to two years. The revenue associated with these performance obligations is recognized as the obligation is satisfied. We did not have a material change in financial position, results of operations, or cash flows and therefore there is no cumulative impact recorded to opening equity. The following tables disaggregate our segment revenue by revenue source: Three Months Ended June 30, 2018 Three Months Ended June 30, 2017 Revenue Type: North America U.K. Other foreign markets Total Consolidated Revenue North America U.K. Other foreign markets Total Consolidated Revenue (In thousands) Seminars $ 8,134 $ 4,690 $ 3,971 $ 16,795 $ 9,873 $ 4,060 $ 2,321 $ 16,254 Products 2,578 1,029 1,078 4,685 2,787 1,011 1,306 5,104 Coaching and Mentoring 1,291 206 986 2,483 1,301 609 1,533 3,443 Online and Subscription 385 13 6 404 31 6 — 37 Other 849 6 0 855 1,270 100 — 1,370 Total revenue $ 13,237 $ 5,944 $ 6,041 $ 25,222 $ 15,262 $ 5,786 $ 5,160 $ 26,208 Six Months Ended June 30, 2018 Six Months Ended June 30, 2017 Revenue Type: North America U.K. Other foreign markets Total Consolidated Revenue North America U.K. Other foreign markets Total Consolidated Revenue (In thousands) Seminars $ 18,316 $ 8,120 $ 6,597 $ 33,033 $ 17,306 $ 7,292 $ 3,995 $ 28,593 Products 5,852 2,382 2,004 10,238 5,834 2,737 2,916 11,487 Coaching and Mentoring 2,748 644 1,971 5,363 3,026 971 2,177 6,174 Online and Subscription 952 24 10 986 56 10 — 66 Other 1,318 39 0 1,357 1,722 131 — 1,853 Total revenue $ 29,186 $ 11,209 $ 10,582 $ 50,977 $ 27,944 $ 11,141 $ 9,088 $ 48,173 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 - Commitments and Contingencies Licensing agreements Custodial and Counterparty Risk Litigation. |
General (Policies)
General (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation. The accompanying unaudited Condensed Consolidated Financial Statements presented in this report are for us and our consolidated subsidiaries, each of which is a wholly-owned subsidiary. All significant intercompany transactions have been eliminated. These interim financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 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. We historically managed our business in four segments based on geographic location. These segments included our historical segments of the United States, Canada, and the United Kingdom, and Other Foreign Markets. During the three months ended December 31, 2017, the Company’s management decided to combine the previously reported United States and Canada segments into the North America segment effective for the 2017 year-end reporting and since such date our operations have been managed through three operating segments: (i) North America, (ii) United Kingdom, (iii) Other Foreign Markets. |
Significant Accounting Policies | Significant Accounting Policies. Note 2 - Significant Accounting Policies |
Revenue Recognition | Revenue Recognition There have been no other changes to the accounting policies, which are disclosed in our most recent Annual Report on Form 10-K. The accompanying unaudited Condensed Consolidated Financial Statements we present in this report have been prepared in accordance with our policies. For further discussion, (see Note 10, “ Revenue Recognition. |
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. |
Tax Cuts and Jobs Act | Tax Cuts and Jobs Act The Tax Cuts and Jobs Act (The Act,) was enacted on December 22, 2017 making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a reduction in the US federal corporate tax rate from 35% to 21%, requiring companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creating new taxes on certain foreign sourced earnings. All amounts recognized associated with the Tax Act as of June 30, 2018 are provisional. Given the complexity of the Tax Act, we are still evaluating the tax impact and obtaining the information required to complete the accounting. The date we expect to complete the accounting is not currently determinable while we continue to obtain the information required to complete the accounting. Given the provisional amounts recognized in 2017, and the fact that we have not changed our provisional estimates, the impact of measurement period adjustments was not material during the six months ended June 30, 2018. |
Earnings Per Share (''EPS'') (T
Earnings Per Share (''EPS'') (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of calculations of basic and diluted EPS | Three Months Ended June 30, 2018 Three Months Ended June 30, 2017 Weighted Weighted Average Loss Average Earnings Net Shares Per Net Shares Per Loss Outstanding Share Income Outstanding Share (in thousands, except per share data) (in thousands, except per share data) Basic: As reported $ (2,415 ) 23,008 $ 1,947 22,763 Amounts allocated to unvested restricted shares (127 ) (1,479 ) Amounts available to common stockholders $ (2,415 ) 23,008 $ (0.10 ) $ 1,820 21,284 $ 0.09 Diluted: Amounts allocated to unvested restricted shares — — 127 — Non participating share units — 1,479 Amounts reallocated to unvested restricted shares — — (135 ) — Amounts available to stockholders and assumed conversions $ (2,415 ) 23,008 $ (0.10 ) $ 1,812 22,763 $ 0.08 Six Months Ended June 30, 2018 Six Months Ended June 30, 2017 Weighted Weighted Average Loss Average Earnings Net Shares Per Net Shares Per Loss Outstanding Share Income Outstanding Share (in thousands, except per share data) (in thousands, except per share data) Basic: As reported $ (3,272 ) 23,008 $ 1,637 22,697 Amounts allocated to unvested restricted shares (102 ) (1,413 ) Amounts available to common stockholders $ (3,272 ) 23,008 $ (0.14 ) $ 1,535 21,284 $ 0.07 Diluted: Amounts allocated to unvested restricted shares — — 102 — Non participating share units — 1,413 Amounts reallocated to unvested restricted shares — — (109 ) — Amounts available to stockholders and assumed conversions $ (3,272 ) 23,008 $ (0.14 ) $ 1,528 22,697 $ 0.07 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value measurements on 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) As of June 30, 2018 Warrant derivative liabilities $ - $ - $ - $ - As of December 31, 2017 Warrant derivative liabilities $ 24,233 $ - $ - $ 24,233 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of fair value of warrants | At Issuance June 30, December 31, 2017 Market value of stock on measurement date $ 0.55 $ 0.38 $ 0.48 Risk-free interest rate 1.12 % 1.93 % 1.53 % Dividend yield 0 % 0 % 0 % Volatility factor 55 % 62.5 % 63.5 % Term 3 years 0.0 year 0.5 year |
Schedule of derivative liability | Balance at December 31, 2017 $ 24,233 Gain on change of fair value (24,233 ) Balance at June 30, 2018 — |
Schedule of warrants outstanding | Total # of warrants issued and outstanding 1,055,916 Weighted-average exercise price $ 0.75 Remaining life (in years) — |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of percentage of total revenue | Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 As a percentage of total revenue North America 52.5 % 58.2 % 57.3 % 58.0 % U.K. 23.6 % 22.1 % 22.0 % 23.1 % Other foreign markets 23.9 % 19.7 % 20.7 % 18.9 % Total consolidated revenue 100 % 100 % 100 % 100 % |
Schedule of operating results for the segments | Three Months Ended June 30, Six Months Ended June 30, Segment revenue 2018 2017 2018 2017 (In thousands) North America $ 13,237 $ 15,262 $ 29,186 $ 27,944 U.K. 5,944 5,786 11,209 11,141 Other foreign markets 6,041 5,160 10,582 9,088 Total consolidated revenue $ 25,222 $ 26,208 $ 50,977 $ 48,173 Three Months Ended June 30, Six Months Ended June 30, Segment gross profit contribution * 2018 2017 2018 2017 (In thousands) North America $ (459 ) $ 2,961 $ 3,397 $ 4,514 U.K. 1,719 2,023 2,846 3,793 Other foreign markets 914 1,234 344 1,529 Total consolidated gross profit $ 2,174 $ 6,218 $ 6,587 $ 9,836 * 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 June 30, Six Months Ended June 30, Depreciation and amortization expenses 2018 2017 2018 2017 (In thousands) North America $ 28 $ 27 $ 53 $ 56 U.K. 10 5 14 9 Other foreign markets 3 — 3 — Total consolidated depreciation and amortization expenses $ 41 $ 32 $ 70 $ 65 |
Schedule of segment identifiable assets | June 30, December 31, Segment identifiable assets 2018 2017 (In thousands) North America $ 10,449 $ 15,364 U.K. 6,384 9,090 Other foreign markets 5,583 2,566 Total consolidated identifiable assets $ 22,416 $ 27,020 |
Revenue Recognition (Table)
Revenue Recognition (Table) | 6 Months Ended |
Jun. 30, 2018 | |
Notes To Financial Statements Abstract | |
Schedule of segment revenue | Three Months Ended June 30, 2018 Three Months Ended June 30, 2017 Revenue Type: North America U.K. Other foreign markets Total Consolidated Revenue North America U.K. Other foreign markets Total Consolidated Revenue (In thousands) Seminars $ 8,134 $ 4,690 $ 3,971 $ 16,795 $ 9,873 $ 4,060 $ 2,321 $ 16,254 Products 2,578 1,029 1,078 4,685 2,787 1,011 1,306 5,104 Coaching and Mentoring 1,291 206 986 2,483 1,301 609 1,533 3,443 Online and Subscription 385 13 6 404 31 6 — 37 Other 849 6 0 855 1,270 100 — 1,370 Total revenue $ 13,237 $ 5,944 $ 6,041 $ 25,222 $ 15,262 $ 5,786 $ 5,160 $ 26,208 Six Months Ended June 30, 2018 Six Months Ended June 30, 2017 Revenue Type: North America U.K. Other foreign markets Total Consolidated Revenue North America U.K. Other foreign markets Total Consolidated Revenue (In thousands) Seminars $ 18,316 $ 8,120 $ 6,597 $ 33,033 $ 17,306 $ 7,292 $ 3,995 $ 28,593 Products 5,852 2,382 2,004 10,238 5,834 2,737 2,916 11,487 Coaching and Mentoring 2,748 644 1,971 5,363 3,026 971 2,177 6,174 Online and Subscription 952 24 10 986 56 10 — 66 Other 1,318 39 0 1,357 1,722 131 — 1,853 Total revenue $ 29,186 $ 11,209 $ 10,582 $ 50,977 $ 27,944 $ 11,141 $ 9,088 $ 48,173 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Share-based compensation expenses related to restricted stock grants | $ 57 | $ 56 | $ 114 | $ 107 |
Earnings Per Share (''EPS'') (D
Earnings Per Share (''EPS'') (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Basic: | ||||
As reported, Net Loss | $ (2,415) | $ 1,947 | $ (3,272) | $ 1,637 |
As reported, Weighted Average Shares Outstanding | 23,008 | 22,763 | 23,008 | 22,697 |
Amounts allocated to unvested restricted shares, Net Loss | $ (127) | $ (102) | ||
Amounts allocated to unvested restricted shares, Weighted Average Shares Outstanding | (1,479) | (1,413) | ||
Amounts available to common stockholders, Net Loss | $ (2,415) | $ 1,820 | $ (3,272) | $ 1,535 |
Amounts available to common stockholders, Weighted Average Shares Outstanding | 23,008 | 21,284 | 23,008 | 21,284 |
Amounts available to common stockholders, Loss/Earnings Per Share | $ (0.10) | $ 0.09 | $ (0.14) | $ 0.07 |
Diluted: | ||||
Amounts allocated to unvested restricted shares, Net Loss | $ 127 | $ 102 | ||
Amounts allocated to unvested restricted shares, Weighted Average Shares Outstanding | ||||
Non participating share units, Net Loss | ||||
Non participating share units, Weighted Average Shares Outstanding | 1,479 | 1,413 | ||
Amounts reallocated to unvested restricted shares, Net Loss | $ (135) | $ (109) | ||
Amounts reallocated to unvested restricted shares, Weighted Average Shares Outstanding | ||||
Amounts available to stockholders and assumed conversions, Net Loss | $ (2,415) | $ 1,812 | $ (3,113) | $ 1,528 |
Amounts available to stockholders and assumed conversions, Weighted Average Shares Outstanding | 23,008 | 22,763 | 23,008 | 22,697 |
Amounts available to stockholders and assumed conversions, Loss/Earnings Per Share | $ (0.10) | $ 0.08 | $ (0.14) | $ 0.07 |
Earnings Per Share (''EPS'') 28
Earnings Per Share (''EPS'') (Details Textual) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Share (''EPS'') (Textual) | ||||
Weighted average unvested restricted stock awards outstanding | 1,120,927 | 1,478,615 | 1,095,792 | 1,413,045 |
Excluded unvested restricted stock awards from the diluted weighted-average number of shares used in our diluted EPS | 1,095,792 | 1,120,927 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant derivative liabilities | $ 24,233 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant derivative liabilities | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant derivative liabilities | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant derivative liabilities | $ 24,233 |
Derivative Liability (Details)
Derivative Liability (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Market value of stock on measurement date | $ 0.38 | $ 0.48 |
Risk-free interest rate | 1.93% | 1.53% |
Dividend yield | 0.00% | 0.00% |
Volatility factor | 62.50% | 63.50% |
Term | 0 years | 6 months |
At Issuance [Member] | ||
Fair Value Measurement Inputs and 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) | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Balance at December 31, 2017 | $ 24,233 |
Gain on change of fair value | (24,233) |
Balance at June 30, 2018 |
Derivative Liability (Details 2
Derivative Liability (Details 2) | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Total # of warrants issued and outstanding | shares | 1,055,916 |
Weighted-average exercise price | $ / shares | $ 0.75 |
Remaining life (in years) | 0 years |
Derivative Liability (Details T
Derivative Liability (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Derivative Liability (Textual) | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Number of shares issued in private placement | 959,924 | |||||
Price per share | $ 0.01 | |||||
Exercise price of warrant | $ 0.75 | |||||
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. | |||||
Gain on derivative liability | $ 2,438 | $ 15,624 | $ 24,233 | $ 87,425 | ||
Warrants derivative liability fair value | $ 24,233 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Dec. 22, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Income Taxes (Textual) | ||||||
Income tax expense | $ 640 | $ (107) | $ 243 | $ 226 | ||
Effective income tax rate | 20.90% | 5.20% | 6.90% | (16.00%) | ||
Effective tax rates, U.S. statutory corporate tax rate | 35.00% | 21.00% | ||||
Deferred tax assets, valuation allowances | $ 4,900 | $ 4,900 | $ 4,700 | |||
Changes in valuation allowance | 500 | $ 70 | ||||
Unrecognized tax benefits | 1,700 | 1,700 | $ 1,700 | |||
Unrecognized tax benefits that would impact effective tax rate | $ 400 | $ 400 | ||||
Minimum [Member] | ||||||
Income Taxes (Textual) | ||||||
Effective tax rates, U.S. statutory corporate tax rate | 21.00% | |||||
Maximum [Member] | ||||||
Income Taxes (Textual) | ||||||
Effective tax rates, U.S. statutory corporate tax rate | 35.00% |
Concentration of Risk (Details)
Concentration of Risk (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Concentration of Risk (Textual) | |||||
Cash balances without FDIC | $ 2.1 | $ 2.1 | $ 5.3 | ||
Percentage of revenue | 100.00% | 100.00% | 100.00% | 100.00% | |
Rich Dad brands [Member] | |||||
Concentration of Risk (Textual) | |||||
Percentage of revenue | 68.50% | 70.10% | 71.10% | 71.90% |
Segment Information (Details)
Segment Information (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Total consolidated revenue | 100.00% | 100.00% | 100.00% | 100.00% |
North America [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total consolidated revenue | 52.50% | 58.20% | 57.30% | 58.00% |
U.K. [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total consolidated revenue | 23.60% | 22.10% | 22.00% | 23.10% |
Other foreign markets [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total consolidated revenue | 23.90% | 19.70% | 20.70% | 18.90% |
Segment Information (Details 1)
Segment Information (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Segment Reporting Information [Line Items] | |||||
Total consolidated revenue | $ 25,222 | $ 26,208 | $ 50,977 | $ 48,173 | |
Total consolidated gross profit | [1] | 2,174 | 6,218 | 6,587 | 9,836 |
North America [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total consolidated revenue | 13,237 | 15,262 | 29,186 | 27,944 | |
Total consolidated gross profit | [1] | (459) | 2,961 | 3,397 | 4,514 |
U.K. [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total consolidated revenue | 5,944 | 5,786 | 11,209 | 11,141 | |
Total consolidated gross profit | [1] | 1,719 | 2,023 | 2,846 | 3,793 |
Other foreign markets [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total consolidated revenue | 6,041 | 5,160 | 10,582 | 9,088 | |
Total consolidated gross profit | [1] | $ 914 | $ 1,234 | $ 344 | $ 1,529 |
[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 | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Total consolidated depreciation and amortization expenses | $ 41 | $ 32 | $ 70 | $ 65 |
North America [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total consolidated depreciation and amortization expenses | 28 | 27 | 53 | 56 |
U.K. [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total consolidated depreciation and amortization expenses | 10 | 5 | 14 | 9 |
Other foreign markets [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total consolidated depreciation and amortization expenses | $ 3 | $ 3 |
Segment Information (Details 3)
Segment Information (Details 3) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Total consolidated identifiable assets | $ 22,416 | $ 27,020 |
North America [Member] | ||
Segment Reporting Information [Line Items] | ||
Total consolidated identifiable assets | 10,449 | 15,364 |
U.K. [Member] | ||
Segment Reporting Information [Line Items] | ||
Total consolidated identifiable assets | 6,384 | 9,090 |
Other Foreign Markets [Member] | ||
Segment Reporting Information [Line Items] | ||
Total consolidated identifiable assets | $ 5,583 | $ 2,566 |
Segment Information (Details Te
Segment Information (Details Textual) | 6 Months Ended |
Jun. 30, 2018Segments | |
Segment Information (Textual) | |
Number of operating segments | 4 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Total revenue | $ 25,222 | $ 26,208 | $ 50,977 | $ 48,173 |
North America [Member] | ||||
Total revenue | 13,237 | 15,262 | 29,186 | 27,944 |
U.K. [Member] | ||||
Total revenue | 5,944 | 5,786 | 11,209 | 11,141 |
Other Foreign Markets [Member] | ||||
Total revenue | 6,041 | 5,160 | 10,582 | 9,088 |
Seminars [Member] | ||||
Total revenue | 16,795 | 16,254 | 33,033 | 28,593 |
Seminars [Member] | North America [Member] | ||||
Total revenue | 8,134 | 9,873 | 18,316 | 17,306 |
Seminars [Member] | U.K. [Member] | ||||
Total revenue | 4,690 | 4,060 | 8,120 | 7,292 |
Seminars [Member] | Other Foreign Markets [Member] | ||||
Total revenue | 3,971 | 2,321 | 6,597 | 3,995 |
Products [Member] | ||||
Total revenue | 4,685 | 5,104 | 10,238 | 11,487 |
Products [Member] | North America [Member] | ||||
Total revenue | 2,578 | 2,787 | 5,852 | 5,834 |
Products [Member] | U.K. [Member] | ||||
Total revenue | 1,029 | 1,011 | 2,382 | 2,737 |
Products [Member] | Other Foreign Markets [Member] | ||||
Total revenue | 1,078 | 1,306 | 2,004 | 2,916 |
Coaching and Mentoring [Member | ||||
Total revenue | 2,483 | 3,443 | 5,363 | 6,174 |
Coaching and Mentoring [Member | North America [Member] | ||||
Total revenue | 1,291 | 1,301 | 2,748 | 3,026 |
Coaching and Mentoring [Member | U.K. [Member] | ||||
Total revenue | 206 | 609 | 644 | 971 |
Coaching and Mentoring [Member | Other Foreign Markets [Member] | ||||
Total revenue | 986 | 1,533 | 1,971 | 2,177 |
Online and Subscription [Member] | ||||
Total revenue | 404 | 37 | 986 | 66 |
Online and Subscription [Member] | North America [Member] | ||||
Total revenue | 385 | 31 | 952 | 56 |
Online and Subscription [Member] | U.K. [Member] | ||||
Total revenue | 13 | 6 | 24 | 10 |
Online and Subscription [Member] | Other Foreign Markets [Member] | ||||
Total revenue | 6 | 10 | ||
Other [Member] | ||||
Total revenue | 855 | 1,370 | 1,357 | 1,853 |
Other [Member] | North America [Member] | ||||
Total revenue | 849 | 1,270 | 1,318 | 1,722 |
Other [Member] | U.K. [Member] | ||||
Total revenue | 6 | 100 | 39 | 131 |
Other [Member] | Other Foreign Markets [Member] | ||||
Total revenue | $ 0 | $ 0 |
Revenue Recognition (Details Te
Revenue Recognition (Details Textual) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Revenue Recognition (Textual) | |
Deferred revenue, description | We have deferred revenue of $55.1 million related to contractual commitments with customers that the performance obligation will be satisfied over time, which ranges from one to two years. |
Deferred revenue | $ 55,100 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Commitments and Contingencies (Textual) | |||||
Royalty expenses | $ 1,653 | $ 1,639 | $ 3,209 | $ 2,532 | |
Deposits held by credit card processors | $ 3,400 | $ 3,400 | $ 2,800 |