Cover
Cover | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Registrant Name | LEGACY EDUCATION ALLIANCE, INC. |
Entity Central Index Key | 0001561880 |
Entity Primary SIC Number | 8200 |
Entity Tax Identification Number | 39-2079974 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 1490 NE Pine Island Rd |
Entity Address, Address Line Two | Suite 5D |
Entity Address, City or Town | Cape Coral |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33909 |
City Area Code | (239) |
Local Phone Number | 542-0643 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash and cash equivalents | $ 690 | $ 1,500 | $ 3,839 |
Restricted cash | 624 | 1,180 | 2,389 |
Deferred course expenses | 280 | 1,167 | 6,805 |
Prepaid expenses and other current assets | 511 | 1,578 | 2,074 |
Inventory | 1 | 10 | 47 |
Discontinued operations current assets | 820 | ||
Total current assets | 2,106 | 6,255 | 15,154 |
Property and equipment, net | 4 | 1,382 | |
Right-of-use assets | 26 | 45 | 122 |
Deferred tax asset, net | 287 | ||
Other assets | 6 | 6 | 413 |
Discontinued operations-other assets | 33 | 34 | |
Total assets | 2,171 | 6,344 | 17,358 |
Current liabilities: | |||
Accounts payable | 1,451 | 1,762 | 2,311 |
Royalties payable | 110 | 113 | 150 |
Accrued course expenses | 266 | 277 | 576 |
Accrued salaries, wages and benefits | 80 | 73 | 459 |
Operating lease liability, current portion | 26 | 25 | 86 |
Other accrued expenses | 3,164 | 3,888 | 1,660 |
Short-term borrowings and current portion of long-term debt | 500 | ||
Deferred revenue | 4,302 | 10,382 | 46,453 |
Short-term related party debt, net of unamortized debt discount of $26 | 20 | ||
Current portion of long-term debt, net of unamortized debt discount of $0 | 1,018 | ||
Discontinued operations-current liabilities | 9,809 | 11,286 | 4,499 |
Total current liabilities | 20,246 | 27,806 | 56,694 |
Long-term debt, net of current portion | 1,908 | 1,900 | |
Deferred tax liability, net | 1,513 | 134 | |
Other long-term liability | 120 | ||
Operating lease liability, net of current portion | 20 | 27 | |
Total liabilities | 23,667 | 29,980 | 56,721 |
Commitments and contingencies (Note 15) | |||
Stockholders’ deficit: | |||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, none issued | |||
Common stock, $0.0001 par value; 200,000,000 authorized; 23,279,197 and 23,162,502 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively | 3 | 2 | 2 |
Additional paid-in capital | 12,896 | 11,564 | 11,552 |
Cumulative foreign currency translation adjustment | 803 | 416 | 710 |
Accumulated deficit | (35,198) | (35,618) | (51,627) |
Total stockholders’ deficit | (21,496) | (23,636) | (39,363) |
Total liabilities and stockholders’ deficit | $ 2,171 | 6,344 | $ 17,358 |
Previously Reported [Member] | |||
Current assets: | |||
Cash and cash equivalents | 1,514 | ||
Restricted cash | 1,180 | ||
Deferred course expenses | 1,973 | ||
Prepaid expenses and other current assets | 1,578 | ||
Inventory | 10 | ||
Discontinued operations current assets | |||
Total current assets | 6,255 | ||
Property and equipment, net | 4 | ||
Right-of-use assets | 45 | ||
Deferred tax asset, net | |||
Other assets | 40 | ||
Discontinued operations-other assets | |||
Total assets | 6,344 | ||
Current liabilities: | |||
Accounts payable | 2,852 | ||
Royalties payable | 113 | ||
Accrued course expenses | 277 | ||
Accrued salaries, wages and benefits | 73 | ||
Operating lease liability, current portion | 25 | ||
Other accrued expenses | 4,931 | ||
Short-term borrowings and current portion of long-term debt | |||
Deferred revenue | 15,795 | ||
Discontinued operations-current liabilities | 3,740 | ||
Total current liabilities | 27,806 | ||
Long-term debt, net of current portion | 1,900 | ||
Deferred tax liability, net | 134 | ||
Other long-term liability | 120 | ||
Operating lease liability, net of current portion | 20 | ||
Total liabilities | 29,980 | ||
Commitments and contingencies (Note 15) | |||
Stockholders’ deficit: | |||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, none issued | |||
Common stock, $0.0001 par value; 200,000,000 authorized; 23,279,197 and 23,162,502 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively | 2 | ||
Additional paid-in capital | 11,564 | ||
Cumulative foreign currency translation adjustment | 416 | ||
Accumulated deficit | (35,618) | ||
Total stockholders’ deficit | (23,636) | ||
Total liabilities and stockholders’ deficit | $ 6,344 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | |||
Short term, unamortized debt discount | $ 26 | $ 26 | |
Long term, unamortized debt discount | 0 | 0 | |
Unamortized debt discount | $ 492 | $ 492 | |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, shares issued | 33,262,697 | 23,279,197 | 23,162,502 |
Common stock, shares outstanding | 33,262,697 | 23,279,197 | 23,162,502 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||||
Revenue | $ 1,379 | $ 7,439 | $ 7,361 | $ 21,564 | $ 34,161 | $ 75,496 |
Operating costs and expenses: | ||||||
Direct course expenses | 675 | 1,234 | 1,899 | 5,077 | 7,913 | 39,854 |
Advertising and sales expenses | 729 | 64 | 1,343 | 1,977 | 2,210 | 16,762 |
Royalty expenses | 9 | 68 | 44 | 3,458 | ||
General and administrative expenses | 1,172 | 1,129 | 3,568 | 3,607 | 5,460 | 13,778 |
Total operating costs and expenses | 2,576 | 2,436 | 6,810 | 10,729 | 15,627 | 73,852 |
Income (loss) from operations | (1,197) | 5,003 | 551 | 10,835 | 18,534 | 1,644 |
Other income (expense): | ||||||
Interest expense, net | (35) | (105) | (421) | (208) | (210) | (93) |
Other income (expense), net | 9 | (16) | 6 | (23) | 1,643 | 533 |
Gain on forgiveness of PPP Loan | 910 | 910 | ||||
Total other income (expense), net | 884 | (121) | 495 | (231) | 1,433 | 440 |
Income (loss) from continuing operations before income taxes | (313) | 4,882 | 1,046 | 10,604 | 19,967 | 2,084 |
Income tax (expense) benefit | 118 | (926) | (797) | (1,921) | (3,958) | 1,257 |
Net income (loss) from continuing operations | (195) | 3,956 | 249 | 8,683 | 16,009 | 3,341 |
Gain on disposal of discontinued operations net assets | 8,300 | |||||
Income (loss) from discontinued operations | 733 | 171 | 2,842 | (1,691) | ||
Net income from discontinued operations | 733 | 171 | 2,842 | 6,609 | ||
Net income (loss) | $ (195) | $ 4,689 | $ 420 | $ 11,525 | $ 16,009 | $ 9,950 |
Basic earnings (loss) per common share - continuing operations | $ (0.01) | $ 0.17 | $ 0.02 | $ 0.38 | $ 0.69 | $ 0.14 |
Basic earnings (loss) per common share - discontinued operations | 0.03 | 0 | 0.12 | 0.29 | ||
Basic earnings (loss) per common share | (0.01) | 0.20 | 0.02 | 0.50 | 0.69 | 0.43 |
Diluted earnings (loss) per common share - continuing operations | (0.01) | 0.17 | 0.01 | 0.37 | 0.68 | 0.14 |
Diluted earnings (loss) per common share - discontinued operations | 0.03 | 0 | 0.12 | 0.28 | ||
Diluted earnings (loss) per common share | $ (0.01) | $ 0.20 | $ 0.01 | $ 0.49 | $ 0.68 | $ 0.42 |
Basic weighted average common shares outstanding | 33,064 | 23,138 | 26,373 | 23,046 | 23,076 | 22,716 |
Diluted weighted average common shares outstanding | 33,064 | 23,252 | 41,776 | 23,192 | 23,230 | 23,141 |
Comprehensive income: | ||||||
Foreign currency translation adjustments, net of tax of $0 | $ 336 | $ (704) | $ 387 | $ 524 | $ (294) | $ (734) |
Total comprehensive income | $ 141 | $ 3,985 | $ 807 | $ 12,049 | $ 15,715 | $ 9,216 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||||||||
Foreign currency translation adjustments, net of tax | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2018 | $ 2 | $ 11,470 | $ 1,444 | $ (61,577) | $ (48,661) |
Beginning balance, shares at Dec. 31, 2018 | 23,121 | ||||
Share-based compensation expense | 82 | 82 | |||
Cancellation of common stock | |||||
Cancellation of common stock, shares | (13) | ||||
Issuance of common stock | |||||
Issuance of common stock, shares | 55 | ||||
Foreign currency translation adjustment, net of tax of $0 | (734) | (734) | |||
Net Income | 9,950 | 9,950 | |||
Ending balance, value at Dec. 31, 2019 | $ 2 | 11,552 | 710 | (51,627) | (39,363) |
Ending balance, shares at Dec. 31, 2019 | 23,163 | ||||
Share-based compensation expense | 6 | 6 | |||
Share-based compensation expense, shares | |||||
Foreign currency translation adjustment, net of tax of $0 | 1,910 | 1,910 | |||
Net Income | 3,033 | 3,033 | |||
Ending balance, value at Mar. 31, 2020 | $ 2 | 11,558 | 2,620 | (48,594) | (34,414) |
Ending balance, shares at Mar. 31, 2020 | 23,163 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 2 | 11,552 | 710 | (51,627) | (39,363) |
Beginning balance, shares at Dec. 31, 2019 | 23,163 | ||||
Share-based compensation expense | 23 | 23 | |||
Cancellation of common stock | (11) | (11) | |||
Cancellation of common stock, shares | (64) | ||||
Issuance of common stock | |||||
Issuance of common stock, shares | 180 | ||||
Foreign currency translation adjustment, net of tax of $0 | (294) | (294) | |||
Net Income | 16,009 | 16,009 | |||
Ending balance, value at Dec. 31, 2020 | $ 2 | 11,564 | 416 | (35,618) | (23,636) |
Ending balance, shares at Dec. 31, 2020 | 23,279 | ||||
Beginning balance, value at Mar. 31, 2020 | $ 2 | 11,558 | 2,620 | (48,594) | (34,414) |
Beginning balance, shares at Mar. 31, 2020 | 23,163 | ||||
Share-based compensation expense | 8 | 8 | |||
Foreign currency translation adjustment, net of tax of $0 | (682) | (682) | |||
Net Income | 3,803 | 3,803 | |||
Ending balance, value at Jun. 30, 2020 | $ 2 | 11,566 | 1,938 | (44,791) | (31,285) |
Ending balance, shares at Jun. 30, 2020 | 23,163 | ||||
Share-based compensation expense | 9 | 9 | |||
Issuance of common stock, shares | 180 | ||||
Foreign currency translation adjustment, net of tax of $0 | (704) | (704) | |||
Net Income | 4,689 | 4,689 | |||
Ending balance, value at Sep. 30, 2020 | $ 2 | 11,575 | 1,234 | (40,102) | (27,291) |
Ending balance, shares at Sep. 30, 2020 | 23,343 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 2 | 11,564 | 416 | (35,618) | (23,636) |
Beginning balance, shares at Dec. 31, 2020 | 23,279 | ||||
Beneficial conversion feature for senior secured convertible debenture | 375 | 375 | |||
Foreign currency translation adjustment, net of tax of $0 | 103 | 103 | |||
Net Income | 253 | 253 | |||
Ending balance, value at Mar. 31, 2021 | $ 2 | 11,939 | 519 | (35,365) | (22,905) |
Ending balance, shares at Mar. 31, 2021 | 23,279 | ||||
Share-based compensation expense | 31 | 31 | |||
Share-based compensation expense, shares | 2,585 | ||||
Common stock and warrants issued for notes payable to related party from conversion of senior secured convertible debt – related party debt discount | $ 1 | 354 | 355 | ||
Common stock and warrants issued for notes payable to related party from conversion of senior secured convertible debt - related party debt discount, shares | 7,084 | ||||
Beneficial conversion feature for senior secured convertible debenture | 21 | 21 | |||
Foreign currency translation adjustment, net of tax of $0 | (52) | (52) | |||
Net Income | 362 | 362 | |||
Ending balance, value at Jun. 30, 2021 | $ 3 | 12,345 | 467 | (35,003) | (22,188) |
Ending balance, shares at Jun. 30, 2021 | 32,948 | ||||
Share-based compensation expense | 51 | 51 | |||
Share-based compensation expense, shares | 315 | ||||
Beneficial conversion feature for senior secured convertible debenture | 500 | 500 | |||
Foreign currency translation adjustment, net of tax of $0 | 336 | 336 | |||
Net Income | (195) | (195) | |||
Ending balance, value at Sep. 30, 2021 | $ 3 | $ 12,896 | $ 803 | $ (35,198) | $ (21,496) |
Ending balance, shares at Sep. 30, 2021 | 33,263 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Deficit (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||
Foreign currency translation adjustment, net of tax | $ 0 | $ 0 |
Foreign currency translation adjustment, net of tax | $ 0 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net income | $ 420,000 | $ 11,525,000 | $ 16,009,000 | $ 9,950,000 |
Less net loss from discontinued operations | 171,000 | 2,842,000 | 6,609,000 | |
Net income from continuing operations | 249,000 | 8,683,000 | 3,341,000 | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 4,000 | 47,000 | 162,000 | |
Non-cash lease expense | 20,000 | 22,000 | 60,000 | |
Gain on the sale of fixed assets and investment property | (33,000) | (41,000) | ||
Share-based compensation | 82,000 | 23,000 | 82,000 | |
Amortization of debt discount | 376,000 | |||
Gain on debt extinguishment (PPP loan forgiveness) | (910,000) | |||
Cancellation of common stock | ||||
Deferred income taxes | 1,469,000 | (476,000) | (1,512,000) | |
Changes in operating assets and liabilities: | ||||
Deferred course expenses | 875,000 | 3,086,000 | (29,000) | |
Prepaid expenses and other receivable | 481,000 | 8,603,000 | 921,000 | |
Inventory | 9,000 | 33,000 | 8,000 | |
Other assets | 24,000 | (725,000) | ||
Accounts payable-trade | (412,000) | 166,000 | (377,000) | |
Royalties payable | (11,000) | (15,000) | (61,000) | |
Accrued course expenses | (10,000) | (187,000) | (530,000) | |
Accrued salaries, wages and benefits | 8,000 | (379,000) | (121,000) | |
Operating lease liability | (20,000) | (15,000) | (61,000) | |
Other accrued expenses | (449,000) | (6,449,000) | (2,395,000) | |
Deferred revenue | (5,990,000) | (18,253,000) | 1,646,000 | |
Net cash (used in) provided by operating activities - continuing operations | (4,229,000) | (5,120,000) | 368,000 | |
Net cash used in operating activities - discontinued operations | (41,000) | 43,000 | (350,000) | |
Net cash (used in) provided by operating activities | (4,270,000) | (5,077,000) | 18,000 | |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchases of property and equipment | (192,000) | |||
Proceeds from sale of investment property | 370,000 | |||
Proceeds from sale of property and equipment | 165,000 | |||
Net cash provided by investing activities - continuing operations | 370,000 | (27,000) | ||
Net cash used in investing activities - discontinued operations | (8,000) | |||
Net cash provided by (used in) investing activities | 370,000 | (35,000) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Principal payments on debt | (8,000) | (500,000) | (402,000) | |
Proceeds from issuance of debt | 2,900,000 | 395,000 | ||
Proceeds from borrowing Paycheck Protection Program loan | 1,900,000 | |||
Proceeds from debentures including related parties | 900,000 | |||
Net cash provided by (used in) financing activities - continuing operations | 2,792,000 | 2,400,000 | (7,000) | |
Net cash provided by financing activities - discontinued operations | ||||
Net cash provided by (used in) financing activities | 2,792,000 | 2,400,000 | (7,000) | |
Effect of exchange rate differences on cash | 98,000 | (771,000) | 725,000 | |
Net (decrease) increase in cash and cash equivalents and restricted cash | (1,380,000) | (3,078,000) | 701,000 | |
Cash and cash equivalents and restricted cash, beginning of period, including cash in discontinued operations | 2,694,000 | 6,228,000 | 6,228,000 | |
Cash and cash equivalents and restricted cash, end of period | 1,314,000 | 3,150,000 | 2,694,000 | 6,228,000 |
Cash and cash equivalents and restricted cash, beginning of period | 2,680,000 | 6,228,000 | 6,228,000 | 3,150,000 |
Cash and cash equivalents and restricted cash, end of period | 1,314,000 | 6,228,000 | 2,680,000 | 6,228,000 |
Supplemental disclosures: | ||||
Cash paid during the period for interest | 107,000 | 96,000 | ||
Cash paid during the period for income taxes, net of refunds received | (85,000) | 15,000 | ||
Supplemental non-cash disclosures: | ||||
Supplemental non-cash amounts of lease liabilities arising from (decrease of lease liability due to cancellation of leases)/obtaining right-of-use assets | (34,000) | 176,000 | ||
Common stock and warrants issued from conversion of senior convertible debenture – related party | 355,000 | |||
Initial recognition of beneficial conversion feature for senior secured convertible debt | 896,000 | |||
Note payable issued for insurance policy financing | 26,000 | |||
Non-cash disposal of property | ||||
Previously Reported [Member] | ||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net income | 16,009,000 | |||
Less net loss from discontinued operations | ||||
Net income from continuing operations | 16,009,000 | |||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 69,000 | |||
Non-cash lease expense | 45,000 | |||
Gain on the sale of fixed assets and investment property | (1,735,000) | |||
Share-based compensation | 23,000 | |||
Cancellation of common stock | (11,000) | |||
Deferred income taxes | 418,000 | |||
Changes in operating assets and liabilities: | ||||
Deferred course expenses | 4,941,000 | |||
Prepaid expenses and other receivable | 710,000 | |||
Inventory | 37,000 | |||
Other assets | 49,000 | |||
Accounts payable-trade | 589,000 | |||
Royalties payable | (29,000) | |||
Accrued course expenses | (290,000) | |||
Accrued salaries, wages and benefits | (386,000) | |||
Operating lease liability | (41,000) | |||
Other accrued expenses | 4,157,000 | |||
Deferred revenue | (31,520,000) | |||
Net cash (used in) provided by operating activities - continuing operations | (6,965,000) | |||
Net cash used in operating activities - discontinued operations | ||||
Net cash (used in) provided by operating activities | (6,965,000) | |||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchases of property and equipment | ||||
Proceeds from sale of investment property | 391,000 | |||
Proceeds from sale of property and equipment | 2,500,000 | |||
Net cash provided by investing activities - continuing operations | 2,891,000 | |||
Net cash used in investing activities - discontinued operations | ||||
Net cash provided by (used in) investing activities | 2,891,000 | |||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Principal payments on debt | (1,500,000) | |||
Proceeds from issuance of debt | 2,900,000 | |||
Net cash provided by (used in) financing activities - continuing operations | 1,400,000 | |||
Net cash provided by financing activities - discontinued operations | ||||
Net cash provided by (used in) financing activities | 1,400,000 | |||
Effect of exchange rate differences on cash | (860,000) | |||
Net (decrease) increase in cash and cash equivalents and restricted cash | (3,534,000) | |||
Cash and cash equivalents and restricted cash, beginning of period | $ 2,694,000 | $ 1,314,000 | 1,314,000 | |
Cash and cash equivalents and restricted cash, end of period | 2,694,000 | $ 1,314,000 | ||
Supplemental disclosures: | ||||
Cash paid during the period for interest | 214,000 | |||
Cash paid during the period for income taxes, net of refunds received | ||||
Supplemental non-cash disclosures: | ||||
Supplemental non-cash amounts of lease liabilities arising from (decrease of lease liability due to cancellation of leases)/obtaining right-of-use assets | (31,000) | |||
Non-cash disposal of property | $ (363,000) |
General
General | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
General | Note 1 - General Business Description We are a provider of practical, high-quality, and value-based educational training on the topics of personal finance, entrepreneurship, real estate, and financial markets investing strategies and techniques. Our programs are offered through a variety of formats and channels, including free workshops, basic trainings, forums, telephone mentoring, one-on-one mentoring, coaching and e-learning. During the nine months ended September 30, 2021, we marketed our products and services under our Building Wealth with Legacy TM Building Wealth with Legacy TM Homemade Investor by Tarek El Moussa TM Our students pay for their courses in full up-front or through payment agreements with independent third parties. Under United States of America generally accepted accounting principles (“U.S. GAAP”), we recognize revenue upon the earlier of (i) when our students take their courses or (ii) the term for taking their courses expire, both of which could be several quarters after the student purchases a program and pays the fee. We recognize revenue immediately when we sell (i) our proprietary products delivered at time of sale and (ii) products fulfilled by third parties. Our symposiums and forums combine multiple advanced training courses in one location, allowing us to achieve certain economies of scale that reduce costs and improve margins while also accelerating U.S. GAAP revenue recognition, while at the same time, enhancing our students’ experience, particularly, for example, through the opportunity to network with other students. We also provide a richer experience for our students through one-on-one mentoring (two to three days in length, on site or remotely, although we temporarily suspended providing on-site mentorships as a result of the COVID-19 pandemic) and telephone mentoring (10 to 16 weekly one-on-one or one-on-many telephone sessions). Mentoring involves a subject matter expert interacting with the student, for example, through his or her first real estate transaction. During the third quarter of 2021, we resumed providing on-site mentorships on a limited basis. We were founded in 1996, and through a reverse merger, became a publicly-held company in November 2014. Historically, our operations have relied heavily on our and our students’ ability to travel and attend live events where large groups of people gather in local markets within each of the segments in which we operate. In March 2020, as a result of the COVID-19 pandemic, and the resulting worldwide restrictions on travel and social distancing, we temporarily ceased conducting live sales and fulfillment and furloughed substantially all of our employees. We resumed online operations in July 2020, and live operations on a limited basis in November 2020. The Company expects to conduct additional live events as lockdown restrictions continue to ease and hopes to return to a normal schedule over the coming months. The Company will continue following strict safety protocols at the live events. We have simplified our product offerings and restructured our compensation program with respect to both employees and independent contractors to reduce costs and improve margins, but there can be no assurances that the Company will be effective in selling its products and services, or what the impact of such activities will have on our financial performance. We are not able to fully quantify the impact that these factors will have on our financial results, but expect developments related to COVID-19 to continue to affect the Company’s financial performance in 2021 and beyond. Our operations are managed through three Since January 1, 2020, we have operated under two brands: ● Building Wealth with Legacy TM Building Wealth with Legacy TM ● Homemade Investor by Tarek El Moussa TM Homemade Investor by Tarek El Moussa TM Building Wealth with Legacy TM Basis of Presentation The terms “Legacy Education Alliance, Inc.,” the “Company,” “we,” “our,” “us” or “Legacy” as used in this report refer collectively to Legacy Education Alliance, Inc., a Nevada corporation (“Legacy”), the registrant, which was formerly known as Priced In Corp., and, unless the context otherwise requires, together with its wholly-owned subsidiary, Legacy Education Alliance Holdings, Inc., a Colorado corporation, other operating subsidiaries and any predecessor of Legacy Education Alliance Holdings, Inc. including Tigrent Inc., a Colorado corporation. All intercompany balances and transactions have been eliminated in consolidation. As discussed in Note 4 “ Discontinued Operations The accompanying unaudited 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, 2020 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 Consolidated Statements of Operations and Comprehensive income are not necessarily indicative of amounts expected for the respective annual periods or any other interim period. Reclassification We have reclassified certain amounts in our prior-period financial statements to conform to the current period’s presentation. Significant Accounting Policies Our significant accounting policies have been disclosed in Note 2 - Significant Accounting Policies Note 2 - New Accounting Pronouncements, - “Accounting Standards Adopted in the Current Period.” Going Concern The accompanying consolidated financial statements and notes have been prepared assuming we will continue as a going concern. For the nine months ended September 30, 2021, we had an accumulated deficit, a working capital deficit and a negative cash flow from operating activities. These circumstances raise substantial doubt as to our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate profits by expanding current operations as well as reducing our costs and increasing our operating margins, and to sustain adequate working capital to finance our operations. The failure to achieve the necessary levels of profitability and cash flows would be detrimental to us. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Use of Estimates Conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in our consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to deferred revenues, reserve for breakage, deferred costs, revenue recognition, commitments and contingencies, fair value of financial instruments, useful lives of property and equipment, right-of-use assets, and income taxes. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates. Cash and Cash Equivalents We consider all highly liquid instruments with an original maturity of three months or less to be cash or cash equivalents. We continually monitor and evaluate our investment positions and the creditworthiness of the financial institutions with which we invest and maintain deposit accounts. When appropriate, we utilize Certificate of Deposit Account Registry Service (CDARS) to reduce banking risk for a portion of our cash in the United States. A CDAR consists of numerous individual investments, all below the FDIC limits, thus fully insuring that portion of our cash. On September 30, 2021, and December 31, 2020, we did not have a CDAR balance. Restricted Cash Restricted cash balances consist primarily of funds on deposit with credit card and other payment processors. These balances do not have the benefit of federal deposit insurance and are subject to the financial risk of the parties holding these funds. Restricted cash balances held by credit card processors are unavailable to us unless, and for a period of time after, we discontinue the use of their services. Because a portion of these funds can be accessed and converted to unrestricted cash in less than one year in certain circumstances, that portion is considered a current asset. Restricted cash is included with cash and cash equivalents in our consolidated statements of cash flows. Deposits with Credit Card Processors The deposits with our credit card processors are held due to arrangements under which our credit card processors withhold credit card funds to cover charge backs in the event we are unable to honor our commitments. These deposits are included in restricted cash on our consolidated balance sheet. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated cash flow statements: Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash September 30, December 31, 2021 2020 (in thousands) Cash and cash equivalents $ 690 $ 1,500 Restricted cash 624 1,180 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 1,314 $ 2,680 Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities” Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. Stock Warrants The Company accounts for stock warrants as equity in accordance with ASC 480 – Distinguishing Liabilities from Equity ASC 815 – Derivatives and Hedging Income Tax in Interim Periods We conduct operations in separate legal entities in different jurisdictions. As a result, income tax amounts are reflected in these consolidated financial statements for each of those jurisdictions. Tax laws and tax rates vary substantially in these jurisdictions and are subject to change based on the political and economic climate in those countries. We file our tax returns in accordance with our interpretations of each jurisdiction’s tax laws. We record our tax provision or benefit on an interim basis using the estimated annual effective tax rate. This rate is applied to the current period ordinary income or loss to determine the income tax provision or benefit allocated to the interim period. We record our interim provision for income taxes by applying our estimated annual effective tax rate to our year-to-date pre-tax income and adjusting for discrete tax items recorded in the period. Deferred income taxes result from temporary differences between the reporting of amounts for financial statement purposes and income tax purposes. These differences relate primarily to different methods used for income tax reporting purposes, including for depreciation and amortization, warranty and vacation accruals, and deductions related to allowances for doubtful accounts receivable and inventory reserves. Our provision for income taxes includes current federal and state income tax expense, as well as deferred federal and state income tax expense. 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. Discontinued Operations ASC 205-20-45, “Presentation of Financial Statements Discontinued Operations” Discontinued Operations | Note 1—Business Description and Basis of Presentation General Business Description. We are a provider of practical, high-quality, and value-based educational training on the topics of personal finance, entrepreneurship, real estate, and financial markets investing strategies and techniques. Our programs are offered through a variety of formats and channels, including free workshops, basic trainings, forums, telephone mentoring, one-on-one mentoring, coaching and e-learning. During the year ended December 31, 2020, we marketed our products and services under two brands: Building Wealth with Legacy TM Homemade Investor by Tarek El Moussa. Rich Dad Education TM Legacy Education TM Our students pay for their courses in full up-front or through payment agreements with independent third parties. Under United States of America generally accepted accounting principles (“U.S. GAAP”), we recognize revenue upon the earlier of (i) when our students take their courses or (ii) the term for taking their course expires, both of which could be several quarters after the student purchases a program and pays the fee. We recognize revenue immediately when we sell our (i) proprietary products delivered at time of sale and (ii) third party products sales. Our symposiums and forums combine multiple advanced training courses in one location, allowing us to achieve certain economies of scale that reduce costs and improve margins while also accelerating U.S. GAAP revenue recognition, while at the same time, enhancing our students’ experience, particularly, for example, through the opportunity to network with other students. We also provide a richer experience for our students through one-on-one mentoring (two to four days in length, on site or remotely, although we have suspended providing on-site mentorships as a result of the COVID-19 pandemic) and telephone mentoring (10 to 16 weekly one-on-one or one-on-many telephone sessions). Mentoring involves a subject matter expert interacting with the student remotely or in person and guiding the student, for example, through his or her first real estate transaction, providing a real hands-on experience. We were founded in 1996, and through a reverse merger, became a publicly-held company in November 2014. Today we are a global company that has cumulatively served more than two million students from more than 150 countries and territories over the course of our operating history. Historically, our operations have relied heavily on our and our students’ ability to travel and attend live events where large groups of people gather in local markets within each of the segments in which we operate. As a result of the COVID-19 coronavirus pandemic, and the resulting worldwide restrictions on travel and social distancing, we temporarily ceased conducting live sales and fulfillment and furloughed substantially all of our employees. We resumed online operations in July 2020, and live operations in November 2020. The Company expects to conduct additional live events as lockdown restrictions continue to ease and hopes to return to a normal schedule over the coming months. The Company will continue following strict safety protocols at the live events. We have simplified our product offerings and restructured our compensation program with respect to both employees and independent contractors to reduce costs and improve margins, but there can be no assurances that the Company will be effective in selling its products and services, or what the impact such activities will have on our financial performance. We are not able to fully quantify the impact that these factors will have on our financial results, but expect developments related to COVID-19 to continue to affect the Company’s financial performance in 2021 and beyond. Our operations are managed through three Since December 31, 2019, we have operated under two brands: ● Building Wealth with Legacy TM Legacy Education TM Building Wealth with Legacy TM ● Homemade Investor by Tarek El Moussa TM Merger Basis of Presentation. Discontinued Operations Reclassification. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [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. Recently Issued Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 – Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments Contracts in an Entity’s Own Equity In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The amendments provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The application of this guidance will not have a material impact on our financial statements. In 2019, the FASB issued ASU No. 2019-12, “Income Taxes: Simplifying the Accounting for Income Taxes.” This standard simplifies the accounting and disclosure requirements for income taxes by clarifying existing guidance to improve consistency in application of ASC 740. This standard also removed the requirement to calculate income tax expense for the stand-alone financial statements of wholly owned subsidiaries. The guidance will be effective for fiscal years and interim periods beginning after December 15, 2020. Different components of the guidance require retrospective, modified retrospective or prospective adoption, and early adoption is permitted. We adopted this guidance in the first quarter of 2021, and the impact on our financial statements was not material. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [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 $ 51.0 9.0 82.0 23.0 On April 20, 2021, pursuant to the 2015 Incentive Plan, we awarded a total of 945,000 790,000 550,000 300,000 0.0631 163.1 On August 27, 2021, we granted 315,000 0.10 31.5 | Note 7— Share-Based Compensation The 2015 Incentive Plan, our equity plan, was approved by the stockholders at our annual meeting of stockholders on July 16, 2015. The 2015 Incentive Plan reserves 5,000,000 During the year ended December 31, 2020, pursuant to the 2015 Incentive Plan, we awarded 80,000 0.10 8.0 100,000 0.07 7.0 During the year ended December 31, 2019, pursuant to the 2015 Incentive Plan, we awarded 34,650 0.20 7.0 20,000 0.18 3.6 The following table reflects the activity of the restricted shares: Schedule of Summary of Restricted Stock Activity Restricted Stock Activity (in thousands) Number of Weighted grant Unvested at December 31, 2018 869 $ 0.04 Granted 55 0.19 Forfeited (13 ) 0.54 Vested (455 ) 0.36 Unvested at December 31, 2019 456 $ 0.25 Granted 180 0.08 Forfeited (64 ) 0.28 Vested (480 ) 0.20 Unvested at December 31, 2020 92 $ 0.11 Compensation Expense and Related Valuation Techniques We account for share-based awards under the provisions of ASC 718, “Share-Based Payment,” 10 21 1.8 Our stock-based compensation expense was $ 23 82 |
Discontinued Operations
Discontinued Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Discontinued Operations | Note 4 - Discontinued Operations On January 27, 2021, Legacy Education Alliance Australia PTY Limited (“LEA Australia”), a wholly owned subsidiary of Legacy Education Alliance, Inc. (“LEAI”), appointed Brent Leigh Morgan and Christopher Stephen Bergin, both of the firm of Rodgers Reidy, 326 William Street, Melbourne VIC 3000 Australia, as Joint and Several Liquidators of LEA Australia, to supervise a Creditors Voluntary Liquidation of LEA Australia. Subject to the approval of the creditors of LEA Australia at a meeting held on February 23, 2021, AEDT (February 22, 2021, EST), the Joint Liquidators will wind down the business of LEA Australia and make distributions, if any, to its creditors in accordance with the applicable provisions of the Australian Corporations Act of 2001. The first meeting of creditors of LEA Australia was held on February 24, 2021, (AEDT), at which no resolutions were proposed by the creditors, no nominations for a Committee of Inspection were made, and no alternative liquidator was proposed. On March 2, 2021, Legacy Education Alliance Holdings, Inc. the sole shareholder of Legacy Education Alliance Hong Kong Limited (“LEA Hong Kong”), a subsidiary of the Company, adopted a resolution to wind up voluntarily the affairs of LEA Hong Kong and to appoint Cosimo Borrelli and Li Chung Ngai (also known as Anson Li), both of Borrelli Walsh Limited, Level 17, Tower 1, Admiralty Centre, 18 Harcourt Road, Hong Kong as Joint and Several Liquidators of LEA Hong Kong. At a meeting of the creditors of LEA Hong Kong held on March 2, 2021, the creditors similarly approved the voluntary winding up of LEA Hong Kong and the appointment of Cosimo Borrelli and Li Chung Ngai (also known as Anson Li), as Joint and Several Liquidators. The Joint and Several Liquidators will wind up the business of LEA Hong Kong and make distributions, if any, to its creditors in accordance with the applicable provisions of the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong. On March 7, 2021, Tigrent Learning Canada Inc. (“Tigrent Canada”), a wholly owned subsidiary of Legacy Education Alliance, Inc., filed an assignment in bankruptcy under section 49 of the Canada Bankruptcy and Insolvency Act (the “Act”) in the Office of the Superintendent of Bankruptcy Canada, District of Ontario, Division of Toronto, Court No. 31-2718213. Also on March 7, 2021, A. Farber & Partners was appointed trustee of the estate of Tigrent Canada. The trustee will wind down the business of Tigrent Canada and make distributions, if any, to its creditors in accordance with the applicable provisions of the Act. At the First Meeting of Creditors held on March 23, 2021, the creditors of Tigrent Canada approved the appointment of A. Farber & Partners as trustee of the estate of Tigrent Canada. On October 28, 2019, four creditors of Legacy Education Alliance International Ltd. (“Legacy UK”), one of our UK subsidiaries, obtained an order from the High Court of Justice, Business and Property Courts of England and Wales (the “English Court”) with respect to the business and affairs of Legacy UK. Pursuant to the Administration Order of November 15, 2019, from the English Court, the two individuals appointed as administrators engaged a third-party to market Legacy UK’s business and assets for sale to one or more third parties. On November 26, 2019, Legacy UK’s assets and deferred revenues sold for £300 thousand (British pounds) to Mayflower Alliance LTD. The major classes of assets and liabilities of the entities classified as discontinued operations were as follows: Schedule of Assets and Liabilities September 30, December 31, 2021 2020 (in thousands) Major classes of assets Cash and cash equivalents $ — $ 14 Deferred course expenses — 806 Discontinued operations-current assets — 820 Other assets 33 34 Total major classes of assets - discontinued operations $ 33 $ 854 Major classes of liabilities Accounts payable $ 3,627 $ 3,698 Accrued course expenses 585 593 Other accrued expenses 437 1,582 Deferred revenue 5,160 5,413 Total major classes of liabilities - discontinued operations $ 9,809 $ 11,286 The financial results of the discontinued operations are as follows: Schedule of Discontinued Operations Income Statement 2021 2020 2021 2020 Three Months Ended Nine Months Ended 2021 2020 2021 2020 (in thousands) Revenue $ — $ 1,742 $ 40 $ 5,522 Total operating costs and expenses — 764 907 2,436 (Loss) income from discontinued operations — 978 (867 ) 3,086 Interest income (expense) Other expense, net — 3 (80 ) 4 Income tax benefit (expense) — (248 ) 1,118 (248 ) Net income from discontinued operations $ — $ 733 $ 171 $ 2,842 | Note 4— Discontinued Operations On October 28, 2019, four creditors of Legacy Education Alliance International Ltd. (“Legacy UK”), one of our UK subsidiaries, obtained an order from the High Court of Justice, Business and Property Courts of England and Wales (the “English Court”) with respect to the business and affairs of Legacy UK. Pursuant to the Administration Order of November 15, 2019, from the English Court, the two individuals appointed as administrators engaged a third-party to market Legacy UK’s business and assets for sale to one or more third parties. On November 26, 2019, Legacy UK’s assets and deferred revenues sold for £300 thousand (British pounds) to Mayflower Alliance LTD. The major classes of assets and liabilities of Legacy UK were as follows: Schedule of Assets and Liabilities December 31, December 31, (in thousands) 2020 2019 Major classes of liabilities Accounts payable $ 2,608 $ 3,408 Accrued course expenses 593 472 Other accrued expenses 539 619 Total major classes of liabilities - discontinued operations $ 3,740 $ 4,499 The financial results of the discontinued operations are as follows: Schedule of Discontinued Operations Income Statement (in thousands) 2020 2019 Years Ended December 31, (in thousands) 2020 2019 Revenue $ — $ 14,315 Total operating costs and expenses — 15,647 Loss from discontinued operations — (1,332 ) Interest income (expense) — (359 ) Other expense, net — 8,300 Net loss from discontinued operations $ — $ 6,609 |
Earnings Per Share (_EPS_)
Earnings Per Share (“EPS”) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Earnings Per Share (“EPS”) | Note 5 - Earnings Per Share (“EPS”) Basic EPS is computed by dividing net income (loss) 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 stock options and warrants, and the if-converted method for convertible notes. Under the if-converted method, the convertible notes are assumed to have been converted at the beginning of the period or at time of issuance, if later, and the resulting common shares are included in the denominator. 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. 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 2,328,043 114,282 1,438,505 146,109 Weighted average unvested restricted stock awards outstanding for the three months ended September 30, 2021 were not included in the computation of our diluted EPS, as inclusion would have been anti-dilutive, however for the three months ended September 30, 2020 and nine months ended September 30, 2021 and 2020, they were included as they would have been dilutive. The calculations of basic and diluted EPS are as follows: Schedule of Calculations of Basic and Diluted EPS Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 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 $ (195 ) 33,064 $ 4,689 23,252 Amounts allocated to unvested restricted shares — — (23 ) (114 ) Amounts available to common stockholders $ (195 ) 33,064 $ (0.01 ) $ 4,666 23,138 $ 0.20 Diluted: Amounts allocated to unvested restricted shares — — 23 114 Amounts reallocated to unvested restricted shares — — (23 ) — Amounts available to stockholders and assumed conversions $ (195 ) 33,064 $ (0.01 ) $ 4,666 23,252 $ 0.20 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Weighted Weighted Average Earnings Average Earnings Net Shares Per Net Shares Per Income Outstanding Share Income Outstanding Share (in thousands, except per share data) (in thousands, except per share data) Basic: As reported $ 420 27,812 $ 11,525 23,192 Amounts allocated to unvested restricted shares and warrants (22 ) (1,439 ) (73 ) (146 ) Amounts available to common stockholders $ 398 26,373 $ 0.02 $ 11,452 23,046 $ 0.50 Diluted: Amounts allocated to unvested restricted shares 23 1,439 73 146 Stock warrants — 3,964 — — Incremental shares to be issued for convertible note 31 10,000 — — Amounts reallocated to unvested restricted shares (23 ) — (73 ) — Amounts available to stockholders and assumed conversions $ 429 41,776 $ 0.01 $ 11,452 23,192 $ 0.49 | Note 12— 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 unvested restricted stock awards outstanding were 153,612 424,531 The calculations of basic and diluted EPS are as follows: Schedule of Calculations of Basic and Diluted EPS Years Ended December 31, 2020 Years Ended December 31, 2019 Net Weighted Earnings Net Weighted Earnings (in thousands, except per share data) (in thousands, except per share data) Basic: As reported $ 16,009 23,230 $ 9,950 23,141 Amounts allocated to unvested restricted shares (106 ) (154 ) (183 ) (425 ) Amounts available to common stockholders $ 15,903 23,076 $ 0.69 $ 9,767 22,716 $ 0.43 Diluted: Amounts allocated to unvested restricted shares 106 154 183 425 Non participating share units — — Amounts reallocated to unvested restricted shares (107 ) — (186 ) — Amounts available to stockholders and assumed conversions $ 15,902 23,230 $ 0.68 $ 9,764 23,141 $ 0.42 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Note 6 - 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). As of September 30, 2021 and December 31, 2020, the Company does not have any financial assets or liabilities measured and recorded at fair value on its consolidated balance sheet on a recurring basis. Financial Instruments. | Note 13— Fair Value Measurements ASC 820 “Fair Value Measurements and Disclosures” ASC 820 ASC 820 ASC 820 In accordance with ASC 820 ● 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). We did not have any financial assets or liabilities measured and recorded at fair value on our consolidated balance sheets on a recurring basis as of December 31, 2020 and 2019. |
Short-Term and Long-Term Debt
Short-Term and Long-Term Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Short-Term and Long-Term Debt | Note 7 - Short-Term and Long-Term Debt Schedule of Short-term and Long-term Debt (in thousands) As of As of Senior Secured Convertible Debenture $ 500 $ — Debt Discount (492 ) — Senior Secured Convertible Debenture, net 8 — Paycheck Protection Program loan 1,000 1,900 Paycheck Protection Program loan 2 1,900 — IPFS Insurance Premium Note Payable 18 — Promissory notes $ — $ — Total debt, net of debt discount 2,926 1,900 Less current portion of long-term debt (1,018 ) — Total long-term debt, net of current portion $ 1,908 $ 1,900 Short-term related party debt: Schedule Short-term Related Party Debt (in thousands) As of As of Senior Secured Convertible Debenture - related party $ 47 $ — Debt Discount-related party (27 ) Senior Secured Convertible Debenture - related party, net $ 20 $ — The following is a summary of scheduled debt maturities by year (in thousands): Schedule of Debt Maturities $ 9 2020 2021 $ 9 2022 1,029 2023 — 2024 — 2025 — Thereafter 1,908 Total debt, net of debt discount $ 2,946 First Draw Paycheck Protection Program Note Agreement. On April 27, 2020, Elite Legacy Education, Inc. (“ELE”), a subsidiary of the Company, entered into a Promissory Note in favor of Pacific Premier Bank (“PPBI”), the lender, through the Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) established pursuant to the CARES Act. The unsecured loan (the “First Draw PPP Loan”) proceeds were in the amount of $ 1,899,832 1 In March 2021, ELE was notified that PPBI sold substantially all of its PPP loans, including ELE’s loan, to The Loan Source, Inc. (“TLS”), which, together with its servicing partner, ACAP SME, LLC, took over the forgiveness and ongoing servicing process for ELE’s PPP loan. On August 4, 2021, ELE received notice from TLS that its First Draw PPP Loan had been partially forgiven in the amount of $ 900 11 1,000 1.7 Senior Secured Convertible Debenture and Exercise of Conversion Rights. On March 8, 2021, the Company issued a $ 375 10 0.05 0.05 625 4 375 314 61 19.9 19.9 330 “Stock Warrants” 0.155 375 375 347.5 On August 27, 2021, the Company amended the terms of the LTP Debenture to reduce LTP’s maximum funding obligation from $ 1 675 300 100 300 200 Second Draw Paycheck Protection Program Note Agreement. On April 20, 2021, Elite Legacy Education, Inc (ELE), a wholly-owned subsidiary of the Company, closed on an unsecured Paycheck Protection Program Note agreement (the “Promissory Note”) to borrow $ 1,899,832 1.0 1.9 Debenture, Warrant and Guaranty Agreements, and Exercise of Conversion Rights. On May 4, 2021, Legacy Education Alliance, Inc., a Nevada corporation (the “Company”), issued a 10 10 0.05 0.05 19.9 25 500 “Stock Warrants” 21 Senior Secured Convertible Debenture, Advisory Agreement, and Intercreditor Agreement On August 27, 2021, the Company issued a $ 500 10 0.05 0.05 0.10 500 500 8.3 485.2 14.8 500 19.9 150,000 Pursuant to the terms of the GLD Debenture, on August 27, 2021, the Company entered into an Advisory Services Agreement with GLD Advisory Services, LLC, (GLDAS) an affiliate of GLD. GLDAS will provide the Company and its subsidiaries with business, finance and organizational strategy, advisory, consulting and other services related to the business of the Company. In lieu of cash compensation, on the effective date of the agreement, August 27, 2021, GLDAS received fully vested 315,000 315,000 On August 27, 2021, in connection with the GLD Debenture, the Company entered into an Intercreditor Agreement with GLD, LTP, and Barry Kostiner, a related party. LTP and GLD agreed that LTP’s and GLD’s respective rights under the LTP Debenture and GLD Debenture would rank equally and ratably in all respects to one another including, without limitation, rights in collateral, right and priority of payment and repayment of principal, interest, and all fees and other amounts. The Intercreditor Agreement also appoints Barry Kostiner as Servicing Agent to act on behalf of all GLD and LTP, subject to the terms of the agreement, with respect to (a) enforcing GLD’s and LTP’s rights and remedies, and the Company’s obligations, under the Debentures. IPFS Premium Finance Agreement On July 30, 2021, the Company entered into a premium finance agreement for insurance coverage in the amount of $ 26 5.55 18 | Note 6— Short-Term and Long-Term Debt Short-term and long-term debt consists of the following (in thousands): Schedule of Short-term and Long-term Debt (in thousands) As of As of Promissory notes $ — $ 500 Paycheck Protection Program loan 1,900 — Total debt 1,900 500 Less current portion of long-term debt — (500 ) Total long-term debt, net of current portion $ 1,900 $ — The following is a summary of scheduled debt maturities by year (in thousands): Schedule of Debt Maturities 2020 $ — 2021 — 2022 1,900 Thereafter Total debt $ 1,900 On September 13, 2018, we entered into a Promissory Note and Mortgage and Security Agreement pursuant to which we borrowed the principal amount of $ 500 459,269 March 13, 2019 500 12 30 September 13, 2019 12 30 March 13, 2020 12 30 The new Promissory Note was issued in the amount of $1.0 million, net proceeds were $396.7 thousand after closing costs and after paying off the outstanding principal in the amount of $500 thousand, plus accrued interest, under a Promissory Note held by USA Regrowth Fund LLC, and bore interest at a fixed rate of 12% per annum and was initially due on August 6, 2021. The new Promissory Note was fully paid off on October 1, 2020, with the proceeds on sale of the real property and improvements located at 1612 E. Cape Coral Parkway, Cape Coral, Florida for $2.5 million. The Seller’s obligations under the Loan Documents were secured by a first mortgage on the Property. The net proceeds realized by the Seller from the sale of the Property were $1.24 million after deductions for repayment of the Note, broker commissions, and other fees, and costs. On April 27, 2020, Elite Legacy Education, Inc., a subsidiary of the Company, entered into a Promissory Note in favor of Pacific Premier Bank, the lender, through the Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) established pursuant to the CARES Act. The unsecured loan (the “PPP Loan”) proceeds were in the amount of $ 1,899,832 1 |
Stock Warrants
Stock Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Stock Warrants | |
Stock Warrants | Note 8 - Stock Warrants On May 4, 2021, the Company issued 500,000 10 25,000 “Short-Term and Long-Term Debt” 0.05 On June 11, 2021, the Company issued 6,586,500 10 330,000 “Short-Term and Long-Term Debt” 0.05 A summary of the warrant activities for the nine months ended September 30, 2021, is as follows: Schedule of Summary of the Warrant Activity Warrants Outstanding Number of Weighted Weighted Aggregate 1 Balance as of January 1, 2021 - - - - Granted 7,083,500 $ 0.05 - - Balance as of September 30, 2021 7,083,500 $ 0.05 4.5 270 Exercisable as of September 30, 2021 7,083,500 $ 0.05 4.5 270 1 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 0.0881 |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 9 - Income Taxes In response to liquidity issues that businesses are facing as a result of the recent novel coronavirus (“COVID-19”) global pandemic, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was signed into law on March 27, 2020 by the U.S. government. The CARES Act allows for Net Operating Losses (NOLs) to offset 100 80 88.0 We recorded income tax benefit of $ 0.1 1.00 0.8 1.9 37.7 19.5 76.2 18.1 26 The Company assessed the weight of all available positive and negative evidence and determined it was more likely than not that future earnings will be sufficient to realize the associated deferred tax assets. As of September 30, 2021 and December 31, 2020, we retained a valuation allowance of $ 3.4 3.6 During the nine months ended September 30, 2021 and 2020, there were no material changes in uncertain tax positions. We do not expect any significant changes to unrecognized tax benefits in this and next year. We estimate $ 0.0 0.3 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. We are not currently under examination in any jurisdiction. In the event of any future tax assessments, we have elected to record the income taxes and any related interest and penalties as income tax expense on our consolidated statements of operations and comprehensive income. Our federal income tax returns for the years subsequent to 2018 are subject to examination by the Internal Revenue Service. Our state tax returns for all years after 2018 or 2017, depending on each state’s jurisdiction, are subject to examination. In addition, our Canadian tax returns and United Kingdom tax returns for all years after 2014 are subject to examination. | Note 9— Income Taxes We recognize deferred tax assets and liabilities, at enacted income tax rates, based on the temporary differences between the financial reporting basis and the tax basis of our assets and liabilities. We include any effects of changes in income tax rates or tax laws in the provision for income taxes in the period of enactment. When it is more likely than not that a portion or all of the deferred tax asset will not be realized in the future, we provide a corresponding valuation allowance against the deferred tax asset. Our sources of income (loss) and income tax provision (benefit) are as follows (in thousands): Schedule of Income Tax Provision (benefit) 2020 2019 Years ended 2020 2019 Income/(loss) from continuing operations before income taxes: U.S. $ 12,367 $ 4,271 Non-U.S. 7,600 (2,187 ) Total income/(loss) from continuing operations before income taxes: $ 19,967 $ 2,084 Provision (benefit) for taxes: Current: Federal $ 2,037 $ 143 State 347 38 Non-U.S. 1,156 83 Total current 3,540 264 Deferred: Federal 126 — State 5 — Non-U.S. 287 (190 ) Total deferred 418 (190 ) Noncurrent Federal — (1,331 ) State — — Non-U.S. — — Total noncurrent — (1,331 ) Total income tax expense (benefit) $ 3,958 $ (1,257 ) Effective income tax rate 19.8 % (60.3 )% The difference between the tax provision at the statutory federal income tax rate and the tax provision attributable to income (loss) from continuing operations before income taxes is as follows (in thousands): Schedule of Difference between Statutory Federal Income Tax rate and Tax Provision Attributable to Income (loss) from Continuing Operations 2020 2019 Years ended December 31, 2020 2019 Computed expected federal tax expense $ 4,235 $ 438 Decrease in valuation allowance (1,098 ) (546 ) State income net of federal expense 278 242 Non-U.S. income taxed at different rates 234 (62 ) Unrecognized tax expense (benefit) 309 (1,331 ) Other — 2 Income tax expense (benefit) $ 3,958 $ (1,257 ) We recorded income tax expense of $ 3.9 1.3 2.7 We do not expect to repatriate earnings from its foreign subsidiaries because the cumulative earnings and profits of the foreign subsidiaries as of December 31, 2020 and 2019 are negative. Accordingly, no U.S. federal or state income taxes have been provided thereon. Deferred income tax assets and liabilities reflect the net tax effects of (i) temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts for income tax purposes and (ii) operating loss carryforwards. The tax effects of significant components of our deferred tax assets and liabilities are as follows (in thousands): Schedule of Deferred Tax Assets and Liabilities 2020 2019 As of December 31, 2020 2019 Deferred tax assets: Net operating losses $ 3,648 $ 5,688 Accrued compensation, bonuses, severance — 121 Depreciation (1 ) 269 Valuation allowance (3,622 ) (4,736 ) Total deferred tax assets $ 25 $ 1,342 Deferred tax liabilities: Deferred course expenses $ (159 ) $ (1,055 ) Depreciation — Total deferred tax liabilities (159 ) (1,055 ) Net deferred tax (liability) asset $ (134 ) $ 287 We have retained a full valuation allowances of $ 3.6 4.7 We had zero balance of federal net operating loss carryforwards as of December 31, 2020. As of December 31, 2019, we had approximately $ 4.8 16.5 19.7 0.3 8.9 Our federal income tax returns for the years after 2017 are subject to examination by the Internal Revenue Service. Our state tax returns for all years after 2017 or 2016, depending on each state’s jurisdiction, are subject to examination. In addition, our Canadian tax returns and United Kingdom tax returns for all years after 2013 are subject to examination. The liability pertaining to uncertain tax positions was $ 0.3 We include interest and penalties in the liability for uncertain tax positions. Accrued interest and penalties on uncertain tax positions were approximately $ 0.04 The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: Schedule of Unrecognized Tax Benefits As of December 31, 2020 2019 Unrecognized tax benefits - January 1 $ 309 $ 1,640 Gross increases - tax positions in prior period — — Gross decreases - tax positions in prior period — (1,331 ) Unrecognized tax benefits - December 31 $ 309 $ 309 The total liability for unrecognized tax benefits at December 31, 2019, is netted against deferred tax assets related to net operating loss carryforwards in the Consolidated Balance Sheets. The total liability for unrecognized tax benefits at December 31, 2020 and 2019, are as follows: Schedule of Liability for Unrecognized Tax Benefits 2020 2019 As of December 31, 2020 2019 Reduction of net operating loss carryforwards $ — 309 Noncurrent tax liability (reflected in Other long-term liabilities) 309 — Total liability for unrecognized tax benefits $ 309 $ 309 We do not expect any significant changes to unrecognized tax benefits in the next year. We estimate $ 0.3 |
Concentration Risk
Concentration Risk | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | ||
Concentration Risk | Note 10 - Concentration Risk Cash and cash equivalents We maintain deposits in banks in amounts that might exceed the federal deposit insurance available. Management believes the potential risk of loss on these cash and cash equivalents to be minimal. All cash balances as of September 30, 2021 and December 31, 2020, including foreign subsidiaries, without FDIC coverage were $ 0.0 0.8 Revenue. A significant portion of our revenue was derived from the Rich Dad brands, as a result of contracts with students entered into prior to the expiration, in 2019, of our License Agreement with Rich Dad Operating Company, LLC. For the three months ended September 30, 2021 and 2020, Rich Dad brands provided 53.8 78.4 58.9 77.4 Segment Information The License Agreement with Rich Dad Operating Company, LLC pursuant to which we licensed the Rich Dad Education brand expired on September 30, 2019. Notwithstanding the expiration of the License Agreement, the Company may continue to use Licensed Intellectual Property, as defined in the License Agreement, including, but not limited to, the Rich Dad trademark and stylized logo, for the purpose of honoring and fulfilling orders by its customers in existence as of the date of the expiration of the Agreement. | Note 3— Concentration Risk Cash and Cash Equivalents We maintain deposits in banks which may exceed the federal deposit insurance available. Management believes the potential risk of loss on these cash and cash equivalents to be minimal. All cash balances as of December 31, 2020 and 2019, including foreign subsidiaries, without FDIC coverage was $ 0.8 2.5 Revenue A significant portion of our revenue was derived from the Rich Dad brands. For the years ended December 31, 2020 and 2019, Rich Dad brands provided 77.4 84.6 Segment Information The License Agreement with Rich Dad Operating Company, LLC pursuant to which we licensed the Rich Dad Education brand expired on September 30, 2019. Notwithstanding the expiration of the License Agreement, the Company may continue to use Licensed Intellectual Property, as defined in the License Agreement, including, but not limited to, the Rich Dad trademark and stylized logo, for the purpose of honoring and fulfilling orders by its customers in existence as of the date of the expiration of the Agreement. |
Segment Information
Segment Information | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | ||
Segment Information | Note 11 - Segment Information We manage our business in three segments based on geographic location for which operating managers are responsible to the Chief Executive Officer. These segments include: (i) North America, (ii) United Kingdom, and (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: Schedule of Total Revenue Attributable to Each Segment As a percentage of total revenue 2021 2020 2021 2020 Three Months Ended Nine Months Ended As a percentage of total revenue 2021 2020 2021 2020 North America 100.0 % 97.0 % 63.5 % 96.7 % U.K. — % 0.6 % 36.5 % 1.1 % Other foreign markets — % 2.4 % — % 2.2 % Total consolidated revenue 100.0 % 100.0 % 100.0 % 100.0 % Operating results for the segments are as follows: Schedule of Operating Results for Segments As a percentage of total revenue 2021 2020 2021 2020 Three Months Ended Nine Months Ended 2021 2020 2021 2020 Segment revenue (In thousands) (In thousands) North America $ 1,379 $ 7,211 $ 4,672 $ 20,851 U.K. — 47 2,689 245 Other foreign markets — 181 — 468 Total consolidated revenue $ 1,379 $ 7,439 $ 7,361 $ 21,564 As a percentage of total revenue 2021 2020 2021 2020 Three Months Ended Nine Months Ended 2021 2020 2021 2020 Segment gross profit contribution * (In thousands) (In thousands) North America $ (16 ) $ 5,951 $ 1,919 $ 13,625 U.K. (10 ) 13 2,199 312 Other foreign markets 1 168 1 505 Total consolidated gross profit $ (25 ) $ 6,132 $ 4,119 $ 14,442 * Segment gross profit is calculated as revenue less direct course expenses, advertising and sales expenses and royalty expenses. Schedule of Depreciation and Amortization Expenses As a percentage of total revenue 2021 2020 2021 2020 Three Months Ended Nine Months Ended 2021 2020 2021 2020 Depreciation and amortization expenses (In thousands) (In thousands) North America $ — $ 8 $ 2 $ 36 U.K. — 4 2 11 Other foreign markets — (1 ) — — Total consolidated depreciation and amortization expenses $ — $ 11 $ 4 $ 47 Schedule of Segment Identifiable Assets September 30, December 31, 2021 2020 Segment identifiable assets (In thousands) North America $ 1,774 $ 3,834 U.K. 125 1,266 Other foreign markets 183 192 Total consolidated identifiable assets $ 2,082 $ 5,292 Our long-lived assets in the U.S. were approximately $ 4.0 1,000.0 0.1 400.0 | Note 14— Segment Information We manage our business in three segments based on geographic location for which operating managers are responsible to the Chief Executive Officer. These segments include: (i) North America, (ii) United Kingdom, and (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: Schedule of Total Revenue Attributable to Each Segment As a percentage of total revenue 2020 2019 Years Ended As a percentage of total revenue 2020 2019 North America 70.3 % 72.1 % U.K. 3.1 % 5.5 % Other foreign markets 26.6 % 22.4 % Total consolidated revenue 100.0 % 100.0 % Operating results for the segments are as follows: Schedule of Operating Results for Segments Segment revenue 2020 2019 Years Ended Segment revenue 2020 2019 (In thousands) North America $ 24,001 $ 54,427 U.K. 1,058 4,128 Other foreign markets 9,102 16,941 Total consolidated revenue $ 34,161 $ 75,496 2020 2019 Years Ended 2020 2019 Segment gross profit contribution * (In thousands) North America $ 15,852 $ 12,195 U.K. 949 983 Other foreign markets 7,193 2,244 Total consolidated gross profit $ 23,994 $ 15,422 * Segment gross profit is calculated as revenue less direct course expenses, advertising and sales expenses and royalty expense. Schedule of Depreciation and Amortization Expenses 2020 2019 Years Ended 2020 2019 Depreciation and amortization expenses (In thousands) North America $ 45 $ 137 U.K. 14 20 Other foreign markets 10 5 Total consolidated depreciation and amortization expenses $ 69 $ 162 Schedule of Segment Identifiable Assets December 31, December 31, 2020 2019 Segment identifiable assets (In thousands) North America $ 3,864 $ 9,937 U.K. 1,266 2,324 Other foreign markets 1,026 3,286 Total consolidated identifiable assets $ 6,156 $ 15,547 Our long-lived assets in the U.S. were approximately $ 4.0 1,000.0 0.1 400.0 |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2021 | |
Revenue Recognition | |
Revenue Recognition | Note 12 - 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. Revenue amounts presented in our 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. As of September 30, 2021, we have deferred revenue of $ 4.3 As of September 30, 2021, we maintain a reserve for breakage of $2.0 million for the fulfillment of our obligation to students whose contracts expired during our COVID-19 60-day operational hiatus during Q2 2020 General The following tables disaggregate our segment revenue by revenue source: Schedule of Segment Revenue Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 North U.K. Other Total North U.K. Other Total (In thousands) (In thousands) Revenue Type: Seminars $ 1,272 $ — $ — $ 1,272 $ 6,783 $ 47 $ 141 $ 6,971 Products 107 — — 107 70 — — 70 Coaching and Mentoring — — — — 7 — 3 10 Online and Subscription — — — — 351 — 37 388 Other — — — — — — — — Total revenue $ 1,379 $ — $ — $ 1,379 $ 7,211 $ 47 $ 181 $ 7,439 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 North U.K. Other Total North U.K. Other Total (In thousands) (In thousands) Revenue Type: Seminars $ 4,300 $ 880 $ — $ 5,180 $ 17,940 $ 245 $ 425 $ 18,610 Products 198 — — 198 464 — — 464 Coaching and Mentoring — — — — 1,050 — 3 1,053 Online and Subscription 11 — — 11 1,281 — 40 1,321 Other 163 1,809 — 1,972 116 — — 116 Total revenue $ 4,672 $ 2,689 $ — $ 7,361 $ 20,851 $ 245 $ 468 $ 21,564 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 13 - Commitments and Contingencies Licensing agreements We are committed to pay royalties for the usage of certain brands, as governed by various licensing agreements, including T&B Seminars, Inc., and Rich Dad. Total royalty expenses included in our Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2020 were $9.0 thousand and $68.0 thousand, respectively. There were no royalty expenses recorded for the three and nine months ended September 30, 2021. Custodial and Counterparty Risk We are subject to custodial and other potential forms of counterparty risk in respect to a variety of contractual and operational matters. In the course of ongoing Company-wide risk assessment, management monitors our arrangements that involve potential counterparty risk, including the custodial risk associated with amounts prepaid to certain vendors and deposits with credit card and other payment processors. Deposits held by our credit card processors at September 30, 2021 and December 31, 2020, were $ 0.6 1.2 Litigation. We and certain of our subsidiaries, from time to time, are parties to various legal proceedings, claims and disputes that have arisen in the ordinary course of business. These claims may involve significant amounts, some of which would not be covered by insurance. Tranquility Bay of Pine Island, LLC v. Tigrent, Inc., et al 400 100 60 220 In the Matter of Legacy Education Alliance International, Ltd 300 Discontinued Operations 390.6 363 924 In the Matter of Elite Legacy Education UK Ltd 461,459 392,761 68,698 Other Legal Proceedings. In the Matter of Elite Legacy Education UK Ltd., Proposal for a Company Voluntary Arrangement | Note 15— Commitments and Contingencies Licensing agreements. On January 25, 2018, we entered into a Material Definitive Agreement that resulted in a Second Amendment with RDOC (the “Second Amendment”) that amends certain terms of the 2013 License Agreement and extends the term of the 2013 License Agreement to September 1, 2019. On August 16, 2019, we entered into an amendment to the License Agreement that extended the term of the License Agreement through September 30, 2019. On the Second Agreement expired on September 30, 2019. Under the terms of the License Agreement, as amended, the Company was granted a worldwide license to use certain intellectual property of RDOC to develop, market, sell, and conduct Rich Dad Education branded educational products and services in real estate investing, business strategies, stock market investment techniques, stock/paper assets, cash management, asset protection, and other financially oriented subjects in any form of communication or media, in exchange for which the Company agreed to pay a monthly royalty to RDOC. We are committed to pay royalties for the usage of certain brands, as governed by various licensing agreements, including T&B Seminars, Inc., Rich Dad, Robbie Fowler and Martin Roberts. Total royalty expenses included in our Consolidated Statement of Operations and Comprehensive Income for the years ended December 31, 2020 and 2019 were $0.0 million and $3.4 million, respectively Purchase commitments Custodial and Counterparty Risk 1.1 5.0 While these balances reside in major financial institutions, they are only partially covered by federal deposit insurance and are subject to the financial risk of the parties holding these funds. When appropriate, we utilize Certificate of Deposit Account Registry Service (CDARS) to reduce banking risk for a portion of our cash in the United States. A CDAR consists of numerous individual investments, all below the FDIC limits, thus fully insuring that portion of our cash. At December 31, 2020 and 2019, we did not have a CDAR balance. Litigation. We and certain of our subsidiaries, from time to time, are parties to various legal proceedings, claims and disputes that have arisen in the ordinary course of business. These claims may involve significant amounts, some of which would not be covered by insurance. Elite Legacy Education, Inc. v. NetSuite, Inc., Oracle Corporation and Oracle America, Inc. 0.1 Tigrent Group Inc. v. Process America, Inc. (“PA”), Case No 1:12-cv-01314-RLM 8.3 8.3 0.4 Tranquility Bay of Pine Island, LLC v. Tigrent, Inc., et al 400,000 100,000 60,000 In the Matter of Legacy Education Alliance International, Ltd 300 Discontinued Operations 390.6 363 924 “Property, equipment and impairment of long-lived assets” in “Significant Accounting Policies” “Property and Equipment” In the Matter of Elite Legacy Education UK Ltd. 461,459 392,761 68,698 |
Leases
Leases | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Leases | ||
Leases | Note 14 - Leases Right-of-Use Assets and Leases Obligations We lease office space and office equipment under non-cancelable operating leases, with terms typically ranging from one three years We determine whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must discount lease payments based on an estimate of its incremental borrowing rate. We do not separate lease and non-lease components of contracts. There are no material residual value guarantees associated with any of our leases. There are no significant restrictions or covenants included in our lease agreements other than those that are customary in such arrangements. Lease Position as of September 30, 2021 and December 31, 2020 The table below presents the lease related assets and liabilities recorded on the Company’s Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020: Schedule of Lease Related Assets and Liabilities Classification on the Balance Sheet September 30, December 31, (in thousands) Operating lease right of use assets $ 26 $ 45 Total lease assets $ 26 $ 45 Current operating lease liabilities $ 26 $ 25 Long-term operating lease liabilities $ — $ 20 Total lease liabilities $ 26 $ 45 Lease cost for the three and nine months ended September 30, 2021 and 2020 The table below presents the lease related costs recorded on the Company’s Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020: Schedule of Operating Lease Cost Classification 2021 2020 2021 2020 Three Months Ended Nine Months Ended Classification 2021 2020 2021 2020 (in thousands) (in thousands) General and administrative expenses $ 7 $ 12 $ 20 $ 22 Total lease cost $ 7 $ 12 $ 20 $ 22 Other Information The table below presents supplemental cash flow information related to leases for the nine months ended September 30, 2021 and 2020: Schedule of Cash Flow Information Related to Leases Nine Months Ended 2021 2020 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 20 $ 15 Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets/(decrease) of lease liability due to cancellation of leases — (34 ) Lease Terms and Discount Rates The table below presents certain information related to the weighted average remaining lease terms and weighted average discount rates for the Company’s operating leases as of September 30, 2021 and December 31, 2020: Schedule of Weighted Average Remaining Lease Terms and Weighted Average Discount Rates September 30, December 31, Weighted average remaining lease term - operating leases 1.00 1.75 Weighted average discount rate - operating leases 12.00 % 12.00 % There are no lease arrangements where the Company is the lessor. | Note 16 - Leases Right-of-Use Assets and Leases Obligations We lease office space and office equipment under non-cancelable operating leases, with terms typically ranging from one to three years, subject to certain renewal options as applicable. We consider those renewal or termination options that are reasonably certain to be exercised in the determination of the lease term and initial measurement of lease liabilities and right-of-use assets. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We determine whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must discount lease payments based on an estimate of its incremental borrowing rate. We do not separate lease and nonlease components of contracts. There are no material residual value guarantees associated with any of our leases. There are no significant restrictions or covenants included in our lease agreements other than those that are customary in such arrangements. Lease Position as of December 31, 2020 The table below presents the lease related assets and liabilities recorded on the Consolidated Balance Sheets as of December 31, 2020 and 2019: Schedule of Lease Related Assets and Liabilities (in thousands) Classification on the Balance Sheet December 31, 2020 December 31, 2019 Assets Operating lease assets Operating lease right of use assets $ 45 $ 122 Total lease assets $ 45 $ 122 Liabilities Current liabilities: Operating lease liabilities Current operating lease liabilities $ 25 $ 86 Noncurrent liabilities: Operating lease liabilities Long-term operating lease liabilities $ 20 $ 27 Total lease liabilities $ 45 $ 113 Lease cost for the year ended December 31, 2020 The table below presents the lease related costs recorded on the Consolidated Statement of Operation and Comprehensive Income for the years ended December 31, 2020 and 2019: Schedule of Operating Lease Cost (in thousands) Years Ended December 31, Lease cost Classification 2020 2019 Operating lease cost General and administrative expenses $ 45 $ 60 Total lease cost $ 45 $ 60 Other Information The table below presents supplemental cash flow information related to leases for the years ended December 31, 2020 and 2019: Schedule of Cash Flow Information Related to Leases Years Ended December 31, (in thousands) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 41 $ 61 Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets/(decrease) of lease liability due to cancellation of leases $ (31 ) $ 176 As a result of the sale of Legacy UK, the leases classified as right-of-use assets and as lease liabilities in the amount of $ 2.2 Discontinued Operations”. During the quarter ended September 30, 2020, we cancelled all of our outstanding lease arrangements for office space and equipment. On October 1, 2020, the Company relocated its headquarter to 1490 N.E. Pine Island Road, Suite 5D, Cape Coral, FL 33909 and entered into a two year operating lease for the new 1,600 32 Lease Terms and Discount Rates The table below presents certain information related to the weighted average remaining lease terms and weighted average discount rates for our operating leases as of December 31, 2020: Schedule of Weighted Average Remaining Lease Terms and Weighted Average Discount Rates December 31, December 31, 2020 2019 Weighted average remaining lease term - operating leases 1.75 1.67 Weighted average discount rate - operating leases 12.00 % 12.00 % Undiscounted Cash Flows The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the operating lease liabilities recorded on the Consolidated Balance Sheet as of December 31, 2020: Schedule of Reconciles the Fixed Component of the Undiscounted Cash Flows Amounts due in Operating Leases (in thousands) 2021 $ 25 2022 20 2023 — Total minimum lease payments 45 Less: effect of discounting — Present value of future minimum lease payments 45 Less: current obligations under leases (25 ) Long-term lease obligations $ 20 There are no lease arrangements where we are the lessor. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 15 - Subsequent Events On October 15, 2021, the Company entered into a Stock Purchase and Option Agreement (“the Purchase Agreement”) with NCW, LLC, a Wyoming limited liability company, pursuant to which, subject to certain conditions, (i) NCW purchased 20 2,000 12 120 0.05833 10 (i) $100 thousand not later than October 15, 2021 and (ii) $100 thousand not later than November 15, 2021 and (iii) $100 thousand not later than December 15, 2021. LTP timely funded the first $100 thousand installment on October 15, 2021. 200 On November 18, 2021, the Company entered into a Stock Purchase and Option Agreement (the “Purchase Agreement”) with Mayer and Associates LLC (“Mayer”), pursuant to which Mayer purchased (i) 1,600,000 shares of common stock of the Company for a total aggregate price of $160.00, or $0.0001 per share (the “Purchase Shares”) and (ii) in exchange for an aggregate purchase price of $13,840, an option (the “Option”) to purchase, from time to time, up to an additional 138,400,000 shares of common stock of the Company (“Option Shares”). The Option is exercisable at a per share exercise price of, for the first 18,400,000 Option Shares, $0.0001, and $0.05833 for the remaining Option Shares (the “Option Price”). Mayer’s option to purchase the Option Shares under the Purchase Agreement shall expire on November 18, 2023, and its right to acquire any of the Option Shares is subject to limitation so that at no time may Mayer beneficially own more than 4.99% (or 9.99% under certain circumstances) of the total issued and outstanding shares of Company common stock. The Option Price is subject to adjustments upon the occurrence of certain events as more fully described in the Purchase Agreement The Purchase Shares and Option Shares are subject to piggyback registration rights under the Purchase Agreement. On November 19, 2021, the Company and NCW entered into a Termination Agreement dated as of November 17, 2021, pursuant to which that certain Stock Purchase and Option Agreement dated October 15, 2021 as between the Company and NCW (the “NCW Agreement”) was terminated and no longer of any force or effect. The transactions originally contemplated by the NCW Agreement were never consummated and (a) no shares of Company common stock or options were ever issued to NCW under the Agreement and (b) NCW never paid to the Company any of the purchase price or other amounts contemplated by the NCW Agreement. On November 4, 2021, Cary Sucoff, a member of the Board of Directors (the “Board”) of the Company and of its Nominating & Corporate Governance Committee (Chair) and its Audit Committee, resigned as a Board member, effective immediately. Mr. Sucoff’s resignation is not related to any disagreement with the Company’s operations, policies, or practices. Effective November 4, 2021, the Company amended the terms of the 315,000 On November 4, 2021, Peter W. Harper, a member of the board and of its Audit Committee (Chair) and its Compensation Committee, resigned as a Board member, effective immediately. Mr. Harper’s resignation is not related to any disagreement with the Company’s operations, policies, or practices. Effective November 4, 2021, the Company amended the terms of the 315,000 On November 4, 2021, James E. May, the General Counsel and Secretary of the company and its subsidiaries, resigned from all such roles effective immediately. On November 8, 2021, Vanessa Guzmán-Clark, the Vice President and Chief Financial Officer of the Company, resigned from all such roles effective immediately. Mr. Barry Kostiner, a member of the Board and Manager of Capital Markets, will assume the interim role of principal financial and accounting officer of the Company. Mr. Kostiner shall be appointed Secretary of the Company. | Note 17— Subsequent Events Senior Secured Convertible Debt Agreement On March 8, 2021, the Company issued a $ 375 The Debenture accrues interest at a rate of 10% and is due on the earlier of the occurrence of certain liquidity events with respect to the Company and March 8, 2022. The Debenture may be converted at any time after the issue date into shares of the Company’s Common Stock (the “Conversion Shares”) at a price equal to $0.05 per share. Together with each Conversion Share a warrant will be issued with a strike price of $0.05 per share and an expiration date of March 8, 2026 (the “Warrants”). LTP has an obligation to lend the Company an additional $625 thousand under the same terms prior to March 31, 2022, and an option to fund an additional $4 million under the same terms prior to March 8, 2024. LTP also has the option to extend the maturity date of each loan it makes to the Company, including the initial loan of $375 thousand for a term not to exceed four years from the original maturity date of that loan. Net proceeds were $314 thousand after legal fees related to the transaction. The Debenture is secured by a lien on all the Company’s assets. The Company’s U.S. subsidiaries entered into Guaranties on March 9, 2021 in favor of LTP under which such subsidiaries guaranteed the Company’s obligations under the Debenture and granted LTP a lien on all assets of such subsidiaries. The use of proceeds from the Debenture will be to extinguish liabilities of the Company and to fund the development of the EdTech (as defined above) business. The Warrants will not be listed for trading on any national securities exchange. The Warrants and the shares issuable upon conversion of the Debenture are not being registered under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate number of shares issuable upon conversion of the Debenture and upon the exercise of the Warrants may not exceed 19.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares upon conversion of the Debenture and the exercise of the Warrants. Bankruptcy or Receivership At a meeting held on January 11, 2021 (“Creditors’ Meeting”), the creditors of Elite Legacy Education UK Ltd (“ELE UK”), a wholly owned subsidiary of Legacy Education Alliance, Inc. (“LEAI”), approved a Proposal for a Company Voluntary Arrangement (the “Arrangement”) under the UK Insolvency Act 1986 (the “IA”) and the UK Insolvency Rules 2016 (the “IR”). Under the terms of the Arrangement, CVR Global LLP has been appointed as Supervisor of ELE UK for the purposes of administering the Arrangement. At the Creditors Meeting, the creditors also approved a modification to the Arrangement whereby any tax refunds due to ELE UK would be paid to the Supervisor and made available for distribution to creditors. The Supervisor will wind down the business of ELE UK and make distributions to ELE UK’s non-student creditors in accordance with the applicable provisions of the IA and the IR, on and subject to the terms and conditions set forth in the Arrangement in satisfaction of the non-student creditors’ respective claims against ELE UK. Student creditors of ELE UK will be provided the opportunity to receive trainings from an independent training provider on and subject to the terms and conditions set forth in the Arrangement in satisfaction of their respective claims against ELE UK. Pursuant to the Arrangement, and at its conclusion, the remaining assets of ELE UK, if any, would be distributed to LEAI. As a result of the CVR, the Winding-Up Petition, CR-2020-001958, filed in the High Court of Justice, Business and Property Courts of England and Wales has been dismissed. At this time, LEAI management is unable to anticipate any distributions that would be received from ELE UK. On January 27, 2021, Legacy Education Alliance Australia PTY Ltd (“LEA Australia”), a wholly owned subsidiary of Legacy Education Alliance, Inc. (“LEAI”), appointed Brent Leigh Morgan and Christopher Stephen Bergin, both of the firm of Rodgers Reidy, 326 William Street, Melbourne VIC 3000 Australia, as Joint and Several Liquidators of LEA Australia, to supervise a Creditors Voluntary Liquidation of LEA Australia. Subject to the approval of the creditors of LEA Australia at a meeting to be held on February 23, 2021 AEDT (February 22, 2021 EST), the Joint Liquidators will wind down the business of LEA Australia and make distributions, if any, to its creditors in accordance with the applicable provisions of the Australian Corporations Act of 2001. The first meeting of creditors of LEA Australia was held on February 24, 2021 (AEDT), at which no resolutions were proposed by the creditors, no nominations for a Committee of Inspection were made, and no alternative liquidator was proposed. On March 2, 2021, Legacy Education Alliance Holdings, Inc. the sole shareholder of Legacy Education Alliance Hong Kong Ltd (“LEA Hong Kong”), a subsidiary of the Company, adopted a resolution to wind up voluntarily the affairs of LEA Hong Kong and to appoint Cosimo Borrelli and Li Chung Ngai (also known as Anson Li), both of Borrelli Walsh Limited, Level 17, Tower 1, Admiralty Centre, 18 Harcourt Road, Hong Kong as Joint and Several Liquidators of LEA Hong Kong. At a meeting of the creditors of LEA Hong Kong held on March 2, 2021, the creditors similarly approved the voluntary winding up of LEA Hong Kong and the appointment of Cosimo Borrelli and Li Chung Ngai (also known as Anson Li), as Joint and Several Liquidators. The Joint and Several Liquidators will wind up the business of LEA Hong Kong and make distributions, if any, to its creditors in accordance with the applicable provisions of the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong. On March 7, 2021, Tigrent Learning Canada Inc. (“Tigrent Canada”), a wholly owned subsidiary of Legacy Education Alliance, Inc., filed an assignment in bankruptcy under section 49 of the Canada Bankruptcy and Insolvency Act (the “Act”) in the Office of the Superintendent of Bankruptcy Canada, District of Ontario, Division of Toronto, Court No. 31-2718213. Also on March 7, 2021, A. Farber & Partners was appointed trustee of the estate of Tigrent Canada. The trustee will wind down the business of Tigrent Canada and make distributions, if any, to its creditors in accordance with the applicable provisions of the Act. At the First Meeting of Creditors held on March 23, 2021, the creditors of Tigrent Canada approved the appointment of A. Farber & Partners as trustee of the estate of Tigrent Canada. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2— Significant Accounting Policies Going Concern Use of Estimates Cash and cash equivalents Restricted cash Deposits with credit card processors The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated cash flow statements: Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash December 31, December 31, (in thousands) 2020 2019 Cash and cash equivalents $ 1,514 $ 3,839 Restricted cash 1,180 2,389 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 2,694 $ 6,228 Financial Instruments Inventory Property, equipment and Impairment of long-lived assets Schedule of Property, Equipment and Impairment of Long-lived Assets Building 40 Residential rental properties 27.5 Furniture, fixtures and equipment 3 7 Purchased software 3 Residential rental properties generate monthly income from individual tenants. Income from these properties is recognized and included in other income. Leasehold improvements are amortized over the shorter of the estimated useful asset life or the remaining term of the applicable lease. In accordance with U.S. GAAP, we evaluate the carrying amount of our long-lived assets such as property and equipment, and finite-lived intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by the comparison of its carrying amount with the future net cash flows the asset is expected to generate. We look primarily to the undiscounted future cash flows in the assessment of whether or not long-lived assets have been impaired. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. Other assets included our residential investment property. On January 17, 2020, we sold this property for $ 390.6 33.1 “Litigation” “Commitments and Contingencies” 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 Topic 606. Revenue amounts presented in our 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 had deferred revenue of $ 15.8 46.5 The following tables disaggregate our segment revenue by revenue source: Schedule of Segment Revenue Years Ended December 31, 2020 Years Ended December 31, 2019 Revenue Type: North U.K. Other Total North U.K. Other Total (In thousands) (In thousands) Seminars 18,117 1,058 8,598 27,773 32,714 2,562 8,346 43,622 Products 427 — — 427 9,404 1,141 3,777 14,322 Coaching and Mentoring 1,059 — 393 1,452 5,564 138 4,465 10,167 Online and Subscription 3,945 — 111 4,056 2,070 6 351 2,427 Other 453 — — 453 4,675 281 2 4,958 Total revenue 24,001 1,058 9,102 34,161 54,427 4,128 16,941 75,496 Deferred course expenses Advertising expenses Income taxes Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, disclosures and transition. Foreign currency translation Foreign Currency Translation Share-based compensation Compensation—Stock Compensation Share-Based Compensation Comprehensive income Discontinued operations “Presentation of Financial Statements Discontinued Operations” Discontinued Operations New Accounting Pronouncements We have implemented all new accounting pronouncements that are in effect and that management believes would materially affect our financial statements. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The amendments provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The application of this guidance will not have a material impact on our financial statements. In 2019, the FASB issued ASU No. 2019-12, “Income Taxes: Simplifying the Accounting for Income Taxes.” This standard simplifies the accounting and disclosure requirements for income taxes by clarifying existing guidance to improve consistency in application of ASC 740. This standard also removed the requirement to calculate income tax expense for the stand-alone financial statements of wholly owned subsidiaries. The guidance will be effective for fiscal years and interim periods beginning after December 15, 2020. Different components of the guidance require retrospective, modified retrospective or prospective adoption, and early adoption is permitted. We will adopt this guidance when it becomes effective, in the first quarter of 2021, and the impact on our financial statements is not expected to be material. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5— Property and Equipment Property and equipment consists of the following (in thousands): Schedule of Property and Equipment 2020 2019 As of December 31, 2020 2019 Land $ — $ 782 Building and residential properties — 1,168 Software — 2,607 Equipment 234 1,697 Furniture and fixtures — 305 Building and leasehold improvements — 1,241 Property and equipment 234 7,800 Less: accumulated depreciation (230 ) (6,418 ) Property and equipment, net $ 4 $ 1,382 On October 1, 2020, we sold the real property and improvements located at 1612 E. Cape Coral Parkway, Cape Coral, Florida for $ 2.5 1.54 On December 8, 2020, we transferred our residential properties to the joint administrators of LEA UK (see “Litigation” “Commitments and Contingencies” 291 363 96 126 In addition to the sale of our headquarters and the disposal of our residential properties, during the year ended December 31, 2020, we disposed of all of our fully depreciated other property and equipment, and fully amortized software and other intangibles. Depreciation expense on property and equipment in each of the years ended December 31, 2020 and 2019 was approximately $ 0.1 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Note 8— Employee Benefit Plan We have a 401(k) employee savings plan for eligible employees that provides for a matching contribution from us, determined each year at our discretion. We provided for a matching contribution of $ 0.1 0.2 |
Certain Relationships and Relat
Certain Relationships and Related Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Certain Relationships and Related Transactions | Note 10— Certain Relationships and Related Transactions Licensing Agreements with the T&B Seminars, Inc On December 23, 2019, we entered into an agreement with T&B Seminars Inc. to develop and operate a seminar style education business (subsequently branded Homemade Investor by Tarek El Moussa As consideration for the licensed rights under the Development Agreement, Holdings agreed to pay T&B base royalty percentages on cash sales of products to persons responding to a branded marketing campaign that uses the licensed intellectual property. Also, as consideration for Tarek El Moussa providing certain marketing support, Holdings agreed to pay T&B marketing royalty percentages on cash sales of products at live events and at online webinars to persons responding to a branded marketing campaign that uses the licensed intellectual property. Furthermore, as consideration for the exclusivity of the rights under the Development Agreement, commencing on the seventh month of the term of the Development Agreement, Holdings agreed that the monthly royalties paid to T&B will not be less than an agreed to amount. The Development Agreement has an initial term of five years and will automatically renew thereafter for successive five-year terms unless either party provides prior written notice of termination no less than 90 days prior to the end of such five-year term. Licensing Agreements with the Rich Dad Parties Through September 30, 2019, our business relied primarily on our license of the Rich Dad brand and related marks and intellectual property. The following transactions summarize our license to use the Rich Dad trademarks, trade names and other business information worldwide (the “Rich Dad Intellectual Property Rights”): Effective September 1, 2013, we entered into licensing and related agreements with Rich Dad Operating Company, LLC (“RDOC”) (collectively, the “2013 License Agreement”) that replaced the 2010 License Agreement. Compared to the 2010 License Agreement, the 2013 License Agreement broadened the field of permitted use to include real estate investing, business strategies, stock market investment techniques, stock/paper assets, cash management, asset protection, entrepreneurship and other financially-oriented subjects. The 2013 License Agreement also (i) reduced the royalty rate payable to RDOC compared to the 2010 Rich Dad License Agreement; (ii) broadened the Company’s exclusivity rights to include education seminars delivered in any medium; (iii) eliminated the cash collateral requirements and related financial covenants contained in the 2010 License Agreement; (iv) continued our right to pay royalties via a promissory note that is convertible to preferred shares upon the occurrence of a Change in Control (as defined in the 2013 License Agreement); (v) eliminated approximately $ 1.6 4.6 1,549,882 On April 22, 2014, we entered into an agreement with RDOC (the “2014 Amendment”) to, among other things, amend the 2013 License Agreement to halve the royalty payable by us to RDOC to 2.5% for the whole of 2014, (ii) cancel approximately $1.3 million in debt owed by us to RDOC, (iii) reimburse us for certain legal expenses, and (iv) cancel RDOC’s right to appoint one member of our Board of Directors. The 2013 License Agreement and the 2014 Amendment were assigned to our wholly-owned subsidiary, Legacy Education Alliance Holdings, Inc. on September 10, 2014. On January 25, 2018, we entered into a Second Amendment with RDOC (the “Second Amendment”) that amends certain terms of the 2013 License Agreement and extends the term of the 2013 License Agreement to September 1, 2019. (See the Form 8-K filed on January 29, 2018 for further discussion.) On August 16, 2019, we entered into an amendment to the License Agreement that extended the term of the License Agreement through September 30, 2019. On September 16, 2019, we received notice from Rich Dad Operating Company, LLC (“RDOC”), indicating that RDOC did not intend to extend the term of the September 1, 2013, Rich Dad Operating License Agreement (as amended, the “License Agreement”) by and between the Company and RDOC. Therefore, the term of the License Agreement expired on September 30, 2019. Notwithstanding the expiration of the License Agreement, the Company may continue to use Licensed Intellectual Property, as defined in the License Agreement, including, but not limited to, the Rich Dad trademark and stylized logo, for the purpose of honoring and fulfilling orders by its customers in existence as of the date of the expiration of the Agreement. License Agreements with Robbie Fowler and with Martin Roberts We entered into a Talent Endorsement Agreement with an effective date of January 1, 2015 with Robbie Fowler that supplements an earlier November 2, 2012 Agreement and a Talent Endorsement Agreement with an effective date of January 1, 2013, both with Mr. Fowler (collectively, the “Fowler License Agreement”). The Fowler License Agreement grants us the exclusive right to use Robbie Fowler’s name, image, and likeness in connection with the advertisement, promotion, and sale in the United Kingdom of a property training course developed by us. The Fowler License Agreement was scheduled to expire by its terms on January 1, 2020. Under the Fowler License Agreement, we pay Mr. Fowler a royalty on revenues realized from the sale of Robbie Fowler-branded property courses and affiliated products, after deductions for value added taxes, returns and refunds. In 2009, we entered into a Talent Endorsement Agreement with Martin Roberts that grants us the exclusive right to use Martin Roberts’, name, image, and likeness, as well as the rights to use the name of Mr. Roberts’s published book entitled “Making Money From Property,” in connection with the advertisement, promotion, and sale in the United Kingdom of a property training course developed by us. We entered into a subsequent Talent Endorsement Agreement with an effective date of April 20th, (the “Supplemental Agreement”) that grants us the non-exclusive right to use Martin Roberts’ name, image and likeness, as well as the rights to use the name of Mr. Roberts’ published book entitled “Making Money From Property”, in connection with the advertisement, promotion, and sale of educational training, products and materials related to real estate, securities and options trading and investment, as well as, general wealth building and investing strategies, principles and motivation. The term of the license granted under the Supplemental Agreement is for an initial six months period expiring on October 20, 2017 and will continue thereafter unless (i) terminated by one party upon the event of certain specified defaults of the party, or (ii) by either party without cause upon thirty (30) days prior written notice to the other party. Under the Supplemental Agreement with Mr. Roberts, we pay Mr. Roberts a royalty on revenues realized from the sale of Robbie Fowler-branded property courses and affiliated products that are collected within thirty (30) days after a Company-sponsored Martin Roberts-branded event, after deductions for value added taxes, banking charges, returns, refunds, and third party commissions. For sales to clients introduced to us directly by Mr. Roberts and his associated websites as well as other marketing and promotional activities Mr. Roberts or his associated companies may wish to undertake from time to time that are not part of a Company sponsored event and which result in the sale of ours basic training her marketing and promotional activities, Mr. Roberts is entitled to 50 Our licensing agreements for use of the Robbie Fowler and Martin Roberts brands were conveyed to Mayflower Alliance Ltd on November 26, 2019 as part of the sale of the business of our Legacy Education Alliance International Ltd subsidiary, which is currently in liquidation. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2020 | |
Capital Stock | |
Capital Stock | Note 11— Capital Stock Share Capital Our authorized share capital consists of 200,000,000 0.0001 20,000,000 0.0001 Common Stock As of December 31, 2020, 23,279,197 Holders of Common Stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of Common Stock do not have cumulative voting rights. Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. The vote of the stockholders of a majority of the stock having voting power present in person or represented by proxy shall be sufficient to decide any questions brought before such meeting, other than the election of directors, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation, a different vote is required in which case such express provisions shall govern and control the decision of such question. Holders of Common Stock representing ten percent ( 10 Holders of our Common Stock are entitled to share in all dividends that our Board of Directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the Common Stock. The Common Stock has no pre-emptive, subscription or conversion rights and there are no redemption provisions applicable to the Common Stock. In addition, our authorized but unissued common shares could be used by our Board of Directors for defensive purposes against a hostile takeover attempt, including (by way of example) the private placement of shares or the granting of options to purchase shares to persons or entities sympathetic to, or contractually bound to support, management. We have no such present arrangement or understanding with any person. However, our Common Stock have been reserved for issuance upon exercise of stock purchase rights designed to deter hostile takeovers, commonly known as a “poison pill.” On February 15, 2017, we adopted a limited duration Shareholder Rights Plan (the “Plan”). Under the Plan, one preferred stock purchase right will be distributed for each share of common stock held by stockholders of record on March 2, 2017. The rights will trade with the common stock and will not be separable or exercisable until such time as the Plan is triggered. The Plan was scheduled to expire on February 15, 2019, subject to our right to extend such date, unless we redeemed or exchanged earlier or terminated. On November 12, 2018, the Board of Directors of Legacy Education Alliance, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Rights Agreement dated as of February 16, 2017 by and between us and VStock Transfer LLC (VStock), as Rights Agent (the “Rights Agreement”), to (i) extend the Final Expiration Date, as defined in the Rights Agreement, to the close of business on February 15, 2021, and (ii) to provide for the construction of the Rights Agreement and all other related documents in a manner consistent with the extension of the Final Expiration Date. On November 25, 2019, we entered into an assumption agreement with Broadridge Corporate Issuer Solutions, Inc. (Broadridge), whereby Broadridge assumes the role of Rights Agent under the Rights Agreement, effectively replacing VStock as Rights Agent. On February 12, 2021, the Board of Directors of Legacy Education Alliance, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Rights Agreement dated as of February 16, 2017 by and between the Company and Broadridge Corporate Issuer Solutions, Inc., successor to VStock Transfer LLC (VStock), as Rights Agent (the “Rights Agreement”), to (i) extend the Final Expiration Date, as defined in the Rights Agreement, to the close of business on February 15, 2023, and (ii) to provide for the construction of the Rights Agreement and all other related documents in a manner consistent with the extension of the Final Expiration Date. The extension of the Final Expiration Date under the Rights Agreement was entered into to ensure that the Board of Directors would continue to have sufficient time to consider any proposal from a third party that might result in a change in control of the Company, to ensure that all stockholders receive fair and equal treatment in the event of any such a proposal, and to encourage any potential acquirer to negotiate with the Board of Directors. In addition, extending the Rights Agreement will guard against partial tender offers, open market accumulations and other coercive tactics aimed at gaining control of the Company without paying all stockholders a full control premium for their shares. The Rights Agreement was not amended in response to any specific takeover offer. Preferred Stock As of December 31, 2020 and 2019, no Our authorized preferred stock is “blank check” preferred. Accordingly, subject to limitations prescribed by law, our Board is expressly authorized, at its discretion, to adopt resolutions to issue shares of preferred stock of any class or series, to fix the number of shares of any class or series of preferred stock and to change the number of shares constituting any series and to provide for or change the voting powers, designations, preferences and relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, including dividend rights (including whether the dividends are cumulative), dividend rates, terms of redemption (including sinking fund provisions), redemption prices, conversion rights and liquidation preferences of the shares constituting any series of the preferred stock, in each case without any further action or vote by our stockholders. |
General (Policies)
General (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Business Description | Business Description We are a provider of practical, high-quality, and value-based educational training on the topics of personal finance, entrepreneurship, real estate, and financial markets investing strategies and techniques. Our programs are offered through a variety of formats and channels, including free workshops, basic trainings, forums, telephone mentoring, one-on-one mentoring, coaching and e-learning. During the nine months ended September 30, 2021, we marketed our products and services under our Building Wealth with Legacy TM Building Wealth with Legacy TM Homemade Investor by Tarek El Moussa TM Our students pay for their courses in full up-front or through payment agreements with independent third parties. Under United States of America generally accepted accounting principles (“U.S. GAAP”), we recognize revenue upon the earlier of (i) when our students take their courses or (ii) the term for taking their courses expire, both of which could be several quarters after the student purchases a program and pays the fee. We recognize revenue immediately when we sell (i) our proprietary products delivered at time of sale and (ii) products fulfilled by third parties. Our symposiums and forums combine multiple advanced training courses in one location, allowing us to achieve certain economies of scale that reduce costs and improve margins while also accelerating U.S. GAAP revenue recognition, while at the same time, enhancing our students’ experience, particularly, for example, through the opportunity to network with other students. We also provide a richer experience for our students through one-on-one mentoring (two to three days in length, on site or remotely, although we temporarily suspended providing on-site mentorships as a result of the COVID-19 pandemic) and telephone mentoring (10 to 16 weekly one-on-one or one-on-many telephone sessions). Mentoring involves a subject matter expert interacting with the student, for example, through his or her first real estate transaction. During the third quarter of 2021, we resumed providing on-site mentorships on a limited basis. We were founded in 1996, and through a reverse merger, became a publicly-held company in November 2014. Historically, our operations have relied heavily on our and our students’ ability to travel and attend live events where large groups of people gather in local markets within each of the segments in which we operate. In March 2020, as a result of the COVID-19 pandemic, and the resulting worldwide restrictions on travel and social distancing, we temporarily ceased conducting live sales and fulfillment and furloughed substantially all of our employees. We resumed online operations in July 2020, and live operations on a limited basis in November 2020. The Company expects to conduct additional live events as lockdown restrictions continue to ease and hopes to return to a normal schedule over the coming months. The Company will continue following strict safety protocols at the live events. We have simplified our product offerings and restructured our compensation program with respect to both employees and independent contractors to reduce costs and improve margins, but there can be no assurances that the Company will be effective in selling its products and services, or what the impact of such activities will have on our financial performance. We are not able to fully quantify the impact that these factors will have on our financial results, but expect developments related to COVID-19 to continue to affect the Company’s financial performance in 2021 and beyond. Our operations are managed through three Since January 1, 2020, we have operated under two brands: ● Building Wealth with Legacy TM Building Wealth with Legacy TM ● Homemade Investor by Tarek El Moussa TM Homemade Investor by Tarek El Moussa TM Building Wealth with Legacy TM | |
Basis of Presentation | Basis of Presentation The terms “Legacy Education Alliance, Inc.,” the “Company,” “we,” “our,” “us” or “Legacy” as used in this report refer collectively to Legacy Education Alliance, Inc., a Nevada corporation (“Legacy”), the registrant, which was formerly known as Priced In Corp., and, unless the context otherwise requires, together with its wholly-owned subsidiary, Legacy Education Alliance Holdings, Inc., a Colorado corporation, other operating subsidiaries and any predecessor of Legacy Education Alliance Holdings, Inc. including Tigrent Inc., a Colorado corporation. All intercompany balances and transactions have been eliminated in consolidation. As discussed in Note 4 “ Discontinued Operations The accompanying unaudited 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, 2020 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 Consolidated Statements of Operations and Comprehensive income are not necessarily indicative of amounts expected for the respective annual periods or any other interim period. | |
Reclassification | Reclassification We have reclassified certain amounts in our prior-period financial statements to conform to the current period’s presentation. | |
Significant Accounting Policies | Significant Accounting Policies Our significant accounting policies have been disclosed in Note 2 - Significant Accounting Policies Note 2 - New Accounting Pronouncements, - “Accounting Standards Adopted in the Current Period.” | |
Going Concern | Going Concern The accompanying consolidated financial statements and notes have been prepared assuming we will continue as a going concern. For the nine months ended September 30, 2021, we had an accumulated deficit, a working capital deficit and a negative cash flow from operating activities. These circumstances raise substantial doubt as to our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate profits by expanding current operations as well as reducing our costs and increasing our operating margins, and to sustain adequate working capital to finance our operations. The failure to achieve the necessary levels of profitability and cash flows would be detrimental to us. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. | Going Concern |
Use of Estimates | Use of Estimates Conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in our consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to deferred revenues, reserve for breakage, deferred costs, revenue recognition, commitments and contingencies, fair value of financial instruments, useful lives of property and equipment, right-of-use assets, and income taxes. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates. | Use of Estimates |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid instruments with an original maturity of three months or less to be cash or cash equivalents. We continually monitor and evaluate our investment positions and the creditworthiness of the financial institutions with which we invest and maintain deposit accounts. When appropriate, we utilize Certificate of Deposit Account Registry Service (CDARS) to reduce banking risk for a portion of our cash in the United States. A CDAR consists of numerous individual investments, all below the FDIC limits, thus fully insuring that portion of our cash. On September 30, 2021, and December 31, 2020, we did not have a CDAR balance. | Cash and cash equivalents |
Restricted Cash | Restricted Cash Restricted cash balances consist primarily of funds on deposit with credit card and other payment processors. These balances do not have the benefit of federal deposit insurance and are subject to the financial risk of the parties holding these funds. Restricted cash balances held by credit card processors are unavailable to us unless, and for a period of time after, we discontinue the use of their services. Because a portion of these funds can be accessed and converted to unrestricted cash in less than one year in certain circumstances, that portion is considered a current asset. Restricted cash is included with cash and cash equivalents in our consolidated statements of cash flows. | Restricted cash |
Deposits with Credit Card Processors | Deposits with Credit Card Processors The deposits with our credit card processors are held due to arrangements under which our credit card processors withhold credit card funds to cover charge backs in the event we are unable to honor our commitments. These deposits are included in restricted cash on our consolidated balance sheet. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated cash flow statements: Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash September 30, December 31, 2021 2020 (in thousands) Cash and cash equivalents $ 690 $ 1,500 Restricted cash 624 1,180 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 1,314 $ 2,680 | Deposits with credit card processors The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated cash flow statements: Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash December 31, December 31, (in thousands) 2020 2019 Cash and cash equivalents $ 1,514 $ 3,839 Restricted cash 1,180 2,389 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 2,694 $ 6,228 |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities” Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. | |
Stock Warrants | Stock Warrants The Company accounts for stock warrants as equity in accordance with ASC 480 – Distinguishing Liabilities from Equity ASC 815 – Derivatives and Hedging | |
Income Tax in Interim Periods | Income Tax in Interim Periods We conduct operations in separate legal entities in different jurisdictions. As a result, income tax amounts are reflected in these consolidated financial statements for each of those jurisdictions. Tax laws and tax rates vary substantially in these jurisdictions and are subject to change based on the political and economic climate in those countries. We file our tax returns in accordance with our interpretations of each jurisdiction’s tax laws. We record our tax provision or benefit on an interim basis using the estimated annual effective tax rate. This rate is applied to the current period ordinary income or loss to determine the income tax provision or benefit allocated to the interim period. We record our interim provision for income taxes by applying our estimated annual effective tax rate to our year-to-date pre-tax income and adjusting for discrete tax items recorded in the period. Deferred income taxes result from temporary differences between the reporting of amounts for financial statement purposes and income tax purposes. These differences relate primarily to different methods used for income tax reporting purposes, including for depreciation and amortization, warranty and vacation accruals, and deductions related to allowances for doubtful accounts receivable and inventory reserves. Our provision for income taxes includes current federal and state income tax expense, as well as deferred federal and state income tax expense. 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. | Income taxes Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, disclosures and transition. |
Discontinued Operations | Discontinued Operations ASC 205-20-45, “Presentation of Financial Statements Discontinued Operations” Discontinued Operations | Discontinued operations “Presentation of Financial Statements Discontinued Operations” Discontinued Operations |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Going Concern | Going Concern The accompanying consolidated financial statements and notes have been prepared assuming we will continue as a going concern. For the nine months ended September 30, 2021, we had an accumulated deficit, a working capital deficit and a negative cash flow from operating activities. These circumstances raise substantial doubt as to our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate profits by expanding current operations as well as reducing our costs and increasing our operating margins, and to sustain adequate working capital to finance our operations. The failure to achieve the necessary levels of profitability and cash flows would be detrimental to us. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. | Going Concern |
Use of Estimates | Use of Estimates Conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in our consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to deferred revenues, reserve for breakage, deferred costs, revenue recognition, commitments and contingencies, fair value of financial instruments, useful lives of property and equipment, right-of-use assets, and income taxes. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates. | Use of Estimates |
Cash and cash equivalents | Cash and Cash Equivalents We consider all highly liquid instruments with an original maturity of three months or less to be cash or cash equivalents. We continually monitor and evaluate our investment positions and the creditworthiness of the financial institutions with which we invest and maintain deposit accounts. When appropriate, we utilize Certificate of Deposit Account Registry Service (CDARS) to reduce banking risk for a portion of our cash in the United States. A CDAR consists of numerous individual investments, all below the FDIC limits, thus fully insuring that portion of our cash. On September 30, 2021, and December 31, 2020, we did not have a CDAR balance. | Cash and cash equivalents |
Restricted cash | Restricted Cash Restricted cash balances consist primarily of funds on deposit with credit card and other payment processors. These balances do not have the benefit of federal deposit insurance and are subject to the financial risk of the parties holding these funds. Restricted cash balances held by credit card processors are unavailable to us unless, and for a period of time after, we discontinue the use of their services. Because a portion of these funds can be accessed and converted to unrestricted cash in less than one year in certain circumstances, that portion is considered a current asset. Restricted cash is included with cash and cash equivalents in our consolidated statements of cash flows. | Restricted cash |
Deposits with credit card processors | Deposits with Credit Card Processors The deposits with our credit card processors are held due to arrangements under which our credit card processors withhold credit card funds to cover charge backs in the event we are unable to honor our commitments. These deposits are included in restricted cash on our consolidated balance sheet. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated cash flow statements: Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash September 30, December 31, 2021 2020 (in thousands) Cash and cash equivalents $ 690 $ 1,500 Restricted cash 624 1,180 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 1,314 $ 2,680 | Deposits with credit card processors The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated cash flow statements: Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash December 31, December 31, (in thousands) 2020 2019 Cash and cash equivalents $ 1,514 $ 3,839 Restricted cash 1,180 2,389 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 2,694 $ 6,228 |
Financial Instruments | Financial Instruments | |
Inventory | Inventory | |
Property, equipment and Impairment of long-lived assets | Property, equipment and Impairment of long-lived assets Schedule of Property, Equipment and Impairment of Long-lived Assets Building 40 Residential rental properties 27.5 Furniture, fixtures and equipment 3 7 Purchased software 3 Residential rental properties generate monthly income from individual tenants. Income from these properties is recognized and included in other income. Leasehold improvements are amortized over the shorter of the estimated useful asset life or the remaining term of the applicable lease. In accordance with U.S. GAAP, we evaluate the carrying amount of our long-lived assets such as property and equipment, and finite-lived intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by the comparison of its carrying amount with the future net cash flows the asset is expected to generate. We look primarily to the undiscounted future cash flows in the assessment of whether or not long-lived assets have been impaired. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. Other assets included our residential investment property. On January 17, 2020, we sold this property for $ 390.6 33.1 “Litigation” “Commitments and Contingencies” | |
Revenue recognition | 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 Topic 606. Revenue amounts presented in our 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 had deferred revenue of $ 15.8 46.5 The following tables disaggregate our segment revenue by revenue source: Schedule of Segment Revenue Years Ended December 31, 2020 Years Ended December 31, 2019 Revenue Type: North U.K. Other Total North U.K. Other Total (In thousands) (In thousands) Seminars 18,117 1,058 8,598 27,773 32,714 2,562 8,346 43,622 Products 427 — — 427 9,404 1,141 3,777 14,322 Coaching and Mentoring 1,059 — 393 1,452 5,564 138 4,465 10,167 Online and Subscription 3,945 — 111 4,056 2,070 6 351 2,427 Other 453 — — 453 4,675 281 2 4,958 Total revenue 24,001 1,058 9,102 34,161 54,427 4,128 16,941 75,496 | |
Deferred course expenses | Deferred course expenses | |
Advertising expenses | Advertising expenses | |
Income taxes | Income Tax in Interim Periods We conduct operations in separate legal entities in different jurisdictions. As a result, income tax amounts are reflected in these consolidated financial statements for each of those jurisdictions. Tax laws and tax rates vary substantially in these jurisdictions and are subject to change based on the political and economic climate in those countries. We file our tax returns in accordance with our interpretations of each jurisdiction’s tax laws. We record our tax provision or benefit on an interim basis using the estimated annual effective tax rate. This rate is applied to the current period ordinary income or loss to determine the income tax provision or benefit allocated to the interim period. We record our interim provision for income taxes by applying our estimated annual effective tax rate to our year-to-date pre-tax income and adjusting for discrete tax items recorded in the period. Deferred income taxes result from temporary differences between the reporting of amounts for financial statement purposes and income tax purposes. These differences relate primarily to different methods used for income tax reporting purposes, including for depreciation and amortization, warranty and vacation accruals, and deductions related to allowances for doubtful accounts receivable and inventory reserves. Our provision for income taxes includes current federal and state income tax expense, as well as deferred federal and state income tax expense. 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. | Income taxes Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, disclosures and transition. |
Foreign currency translation | Foreign currency translation Foreign Currency Translation | |
Share-based compensation | Share-based compensation Compensation—Stock Compensation Share-Based Compensation | |
Comprehensive income | Comprehensive income | |
Discontinued operations | Discontinued Operations ASC 205-20-45, “Presentation of Financial Statements Discontinued Operations” Discontinued Operations | Discontinued operations “Presentation of Financial Statements Discontinued Operations” Discontinued Operations |
New Accounting Pronouncements | New Accounting Pronouncements We have implemented all new accounting pronouncements that are in effect and that management believes would materially affect our financial statements. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The amendments provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The application of this guidance will not have a material impact on our financial statements. In 2019, the FASB issued ASU No. 2019-12, “Income Taxes: Simplifying the Accounting for Income Taxes.” This standard simplifies the accounting and disclosure requirements for income taxes by clarifying existing guidance to improve consistency in application of ASC 740. This standard also removed the requirement to calculate income tax expense for the stand-alone financial statements of wholly owned subsidiaries. The guidance will be effective for fiscal years and interim periods beginning after December 15, 2020. Different components of the guidance require retrospective, modified retrospective or prospective adoption, and early adoption is permitted. We will adopt this guidance when it becomes effective, in the first quarter of 2021, and the impact on our financial statements is not expected to be material. |
General (Tables)
General (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash September 30, December 31, 2021 2020 (in thousands) Cash and cash equivalents $ 690 $ 1,500 Restricted cash 624 1,180 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 1,314 $ 2,680 | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated cash flow statements: Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash December 31, December 31, (in thousands) 2020 2019 Cash and cash equivalents $ 1,514 $ 3,839 Restricted cash 1,180 2,389 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 2,694 $ 6,228 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Schedule of Assets and Liabilities | The major classes of assets and liabilities of the entities classified as discontinued operations were as follows: Schedule of Assets and Liabilities September 30, December 31, 2021 2020 (in thousands) Major classes of assets Cash and cash equivalents $ — $ 14 Deferred course expenses — 806 Discontinued operations-current assets — 820 Other assets 33 34 Total major classes of assets - discontinued operations $ 33 $ 854 Major classes of liabilities Accounts payable $ 3,627 $ 3,698 Accrued course expenses 585 593 Other accrued expenses 437 1,582 Deferred revenue 5,160 5,413 Total major classes of liabilities - discontinued operations $ 9,809 $ 11,286 | The major classes of assets and liabilities of Legacy UK were as follows: Schedule of Assets and Liabilities December 31, December 31, (in thousands) 2020 2019 Major classes of liabilities Accounts payable $ 2,608 $ 3,408 Accrued course expenses 593 472 Other accrued expenses 539 619 Total major classes of liabilities - discontinued operations $ 3,740 $ 4,499 |
Schedule of Discontinued Operations Income Statement | The financial results of the discontinued operations are as follows: Schedule of Discontinued Operations Income Statement 2021 2020 2021 2020 Three Months Ended Nine Months Ended 2021 2020 2021 2020 (in thousands) Revenue $ — $ 1,742 $ 40 $ 5,522 Total operating costs and expenses — 764 907 2,436 (Loss) income from discontinued operations — 978 (867 ) 3,086 Interest income (expense) Other expense, net — 3 (80 ) 4 Income tax benefit (expense) — (248 ) 1,118 (248 ) Net income from discontinued operations $ — $ 733 $ 171 $ 2,842 | The financial results of the discontinued operations are as follows: Schedule of Discontinued Operations Income Statement (in thousands) 2020 2019 Years Ended December 31, (in thousands) 2020 2019 Revenue $ — $ 14,315 Total operating costs and expenses — 15,647 Loss from discontinued operations — (1,332 ) Interest income (expense) — (359 ) Other expense, net — 8,300 Net loss from discontinued operations $ — $ 6,609 |
Earnings Per Share (_EPS_) (Tab
Earnings Per Share (“EPS”) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Schedule of Calculations of Basic and Diluted EPS | The calculations of basic and diluted EPS are as follows: Schedule of Calculations of Basic and Diluted EPS Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 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 $ (195 ) 33,064 $ 4,689 23,252 Amounts allocated to unvested restricted shares — — (23 ) (114 ) Amounts available to common stockholders $ (195 ) 33,064 $ (0.01 ) $ 4,666 23,138 $ 0.20 Diluted: Amounts allocated to unvested restricted shares — — 23 114 Amounts reallocated to unvested restricted shares — — (23 ) — Amounts available to stockholders and assumed conversions $ (195 ) 33,064 $ (0.01 ) $ 4,666 23,252 $ 0.20 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Weighted Weighted Average Earnings Average Earnings Net Shares Per Net Shares Per Income Outstanding Share Income Outstanding Share (in thousands, except per share data) (in thousands, except per share data) Basic: As reported $ 420 27,812 $ 11,525 23,192 Amounts allocated to unvested restricted shares and warrants (22 ) (1,439 ) (73 ) (146 ) Amounts available to common stockholders $ 398 26,373 $ 0.02 $ 11,452 23,046 $ 0.50 Diluted: Amounts allocated to unvested restricted shares 23 1,439 73 146 Stock warrants — 3,964 — — Incremental shares to be issued for convertible note 31 10,000 — — Amounts reallocated to unvested restricted shares (23 ) — (73 ) — Amounts available to stockholders and assumed conversions $ 429 41,776 $ 0.01 $ 11,452 23,192 $ 0.49 | The calculations of basic and diluted EPS are as follows: Schedule of Calculations of Basic and Diluted EPS Years Ended December 31, 2020 Years Ended December 31, 2019 Net Weighted Earnings Net Weighted Earnings (in thousands, except per share data) (in thousands, except per share data) Basic: As reported $ 16,009 23,230 $ 9,950 23,141 Amounts allocated to unvested restricted shares (106 ) (154 ) (183 ) (425 ) Amounts available to common stockholders $ 15,903 23,076 $ 0.69 $ 9,767 22,716 $ 0.43 Diluted: Amounts allocated to unvested restricted shares 106 154 183 425 Non participating share units — — Amounts reallocated to unvested restricted shares (107 ) — (186 ) — Amounts available to stockholders and assumed conversions $ 15,902 23,230 $ 0.68 $ 9,764 23,141 $ 0.42 |
Short-Term and Long-Term Debt (
Short-Term and Long-Term Debt (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Schedule of Short-term and Long-term Debt | Schedule of Short-term and Long-term Debt (in thousands) As of As of Senior Secured Convertible Debenture $ 500 $ — Debt Discount (492 ) — Senior Secured Convertible Debenture, net 8 — Paycheck Protection Program loan 1,000 1,900 Paycheck Protection Program loan 2 1,900 — IPFS Insurance Premium Note Payable 18 — Promissory notes $ — $ — Total debt, net of debt discount 2,926 1,900 Less current portion of long-term debt (1,018 ) — Total long-term debt, net of current portion $ 1,908 $ 1,900 | Schedule of Short-term and Long-term Debt (in thousands) As of As of Promissory notes $ — $ 500 Paycheck Protection Program loan 1,900 — Total debt 1,900 500 Less current portion of long-term debt — (500 ) Total long-term debt, net of current portion $ 1,900 $ — |
Schedule Short-term Related Party Debt | Schedule Short-term Related Party Debt (in thousands) As of As of Senior Secured Convertible Debenture - related party $ 47 $ — Debt Discount-related party (27 ) Senior Secured Convertible Debenture - related party, net $ 20 $ — | |
Schedule of Debt Maturities | Schedule of Debt Maturities $ 9 2020 2021 $ 9 2022 1,029 2023 — 2024 — 2025 — Thereafter 1,908 Total debt, net of debt discount $ 2,946 | Schedule of Debt Maturities 2020 $ — 2021 — 2022 1,900 Thereafter Total debt $ 1,900 |
Stock Warrants (Tables)
Stock Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stock Warrants | |
Schedule of Summary of the Warrant Activity | A summary of the warrant activities for the nine months ended September 30, 2021, is as follows: Schedule of Summary of the Warrant Activity Warrants Outstanding Number of Weighted Weighted Aggregate 1 Balance as of January 1, 2021 - - - - Granted 7,083,500 $ 0.05 - - Balance as of September 30, 2021 7,083,500 $ 0.05 4.5 270 Exercisable as of September 30, 2021 7,083,500 $ 0.05 4.5 270 1 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 0.0881 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | ||
Schedule of Total Revenue Attributable to Each Segment | The proportion of our total revenue attributable to each segment is as follows: Schedule of Total Revenue Attributable to Each Segment As a percentage of total revenue 2021 2020 2021 2020 Three Months Ended Nine Months Ended As a percentage of total revenue 2021 2020 2021 2020 North America 100.0 % 97.0 % 63.5 % 96.7 % U.K. — % 0.6 % 36.5 % 1.1 % Other foreign markets — % 2.4 % — % 2.2 % Total consolidated revenue 100.0 % 100.0 % 100.0 % 100.0 % | The proportion of our total revenue attributable to each segment is as follows: Schedule of Total Revenue Attributable to Each Segment As a percentage of total revenue 2020 2019 Years Ended As a percentage of total revenue 2020 2019 North America 70.3 % 72.1 % U.K. 3.1 % 5.5 % Other foreign markets 26.6 % 22.4 % Total consolidated revenue 100.0 % 100.0 % |
Schedule of Operating Results for Segments | Operating results for the segments are as follows: Schedule of Operating Results for Segments As a percentage of total revenue 2021 2020 2021 2020 Three Months Ended Nine Months Ended 2021 2020 2021 2020 Segment revenue (In thousands) (In thousands) North America $ 1,379 $ 7,211 $ 4,672 $ 20,851 U.K. — 47 2,689 245 Other foreign markets — 181 — 468 Total consolidated revenue $ 1,379 $ 7,439 $ 7,361 $ 21,564 As a percentage of total revenue 2021 2020 2021 2020 Three Months Ended Nine Months Ended 2021 2020 2021 2020 Segment gross profit contribution * (In thousands) (In thousands) North America $ (16 ) $ 5,951 $ 1,919 $ 13,625 U.K. (10 ) 13 2,199 312 Other foreign markets 1 168 1 505 Total consolidated gross profit $ (25 ) $ 6,132 $ 4,119 $ 14,442 * Segment gross profit is calculated as revenue less direct course expenses, advertising and sales expenses and royalty expenses. | Operating results for the segments are as follows: Schedule of Operating Results for Segments Segment revenue 2020 2019 Years Ended Segment revenue 2020 2019 (In thousands) North America $ 24,001 $ 54,427 U.K. 1,058 4,128 Other foreign markets 9,102 16,941 Total consolidated revenue $ 34,161 $ 75,496 2020 2019 Years Ended 2020 2019 Segment gross profit contribution * (In thousands) North America $ 15,852 $ 12,195 U.K. 949 983 Other foreign markets 7,193 2,244 Total consolidated gross profit $ 23,994 $ 15,422 * Segment gross profit is calculated as revenue less direct course expenses, advertising and sales expenses and royalty expense. |
Schedule of Depreciation and Amortization Expenses | Schedule of Depreciation and Amortization Expenses As a percentage of total revenue 2021 2020 2021 2020 Three Months Ended Nine Months Ended 2021 2020 2021 2020 Depreciation and amortization expenses (In thousands) (In thousands) North America $ — $ 8 $ 2 $ 36 U.K. — 4 2 11 Other foreign markets — (1 ) — — Total consolidated depreciation and amortization expenses $ — $ 11 $ 4 $ 47 | Schedule of Depreciation and Amortization Expenses 2020 2019 Years Ended 2020 2019 Depreciation and amortization expenses (In thousands) North America $ 45 $ 137 U.K. 14 20 Other foreign markets 10 5 Total consolidated depreciation and amortization expenses $ 69 $ 162 |
Schedule of Segment Identifiable Assets | Schedule of Segment Identifiable Assets September 30, December 31, 2021 2020 Segment identifiable assets (In thousands) North America $ 1,774 $ 3,834 U.K. 125 1,266 Other foreign markets 183 192 Total consolidated identifiable assets $ 2,082 $ 5,292 | Schedule of Segment Identifiable Assets December 31, December 31, 2020 2019 Segment identifiable assets (In thousands) North America $ 3,864 $ 9,937 U.K. 1,266 2,324 Other foreign markets 1,026 3,286 Total consolidated identifiable assets $ 6,156 $ 15,547 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue Recognition | |
Schedule of Segment Revenue | The following tables disaggregate our segment revenue by revenue source: Schedule of Segment Revenue Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 North U.K. Other Total North U.K. Other Total (In thousands) (In thousands) Revenue Type: Seminars $ 1,272 $ — $ — $ 1,272 $ 6,783 $ 47 $ 141 $ 6,971 Products 107 — — 107 70 — — 70 Coaching and Mentoring — — — — 7 — 3 10 Online and Subscription — — — — 351 — 37 388 Other — — — — — — — — Total revenue $ 1,379 $ — $ — $ 1,379 $ 7,211 $ 47 $ 181 $ 7,439 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 North U.K. Other Total North U.K. Other Total (In thousands) (In thousands) Revenue Type: Seminars $ 4,300 $ 880 $ — $ 5,180 $ 17,940 $ 245 $ 425 $ 18,610 Products 198 — — 198 464 — — 464 Coaching and Mentoring — — — — 1,050 — 3 1,053 Online and Subscription 11 — — 11 1,281 — 40 1,321 Other 163 1,809 — 1,972 116 — — 116 Total revenue $ 4,672 $ 2,689 $ — $ 7,361 $ 20,851 $ 245 $ 468 $ 21,564 |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Leases | ||
Schedule of Lease Related Assets and Liabilities | The table below presents the lease related assets and liabilities recorded on the Company’s Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020: Schedule of Lease Related Assets and Liabilities Classification on the Balance Sheet September 30, December 31, (in thousands) Operating lease right of use assets $ 26 $ 45 Total lease assets $ 26 $ 45 Current operating lease liabilities $ 26 $ 25 Long-term operating lease liabilities $ — $ 20 Total lease liabilities $ 26 $ 45 | The table below presents the lease related assets and liabilities recorded on the Consolidated Balance Sheets as of December 31, 2020 and 2019: Schedule of Lease Related Assets and Liabilities (in thousands) Classification on the Balance Sheet December 31, 2020 December 31, 2019 Assets Operating lease assets Operating lease right of use assets $ 45 $ 122 Total lease assets $ 45 $ 122 Liabilities Current liabilities: Operating lease liabilities Current operating lease liabilities $ 25 $ 86 Noncurrent liabilities: Operating lease liabilities Long-term operating lease liabilities $ 20 $ 27 Total lease liabilities $ 45 $ 113 |
Schedule of Operating Lease Cost | The table below presents the lease related costs recorded on the Company’s Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020: Schedule of Operating Lease Cost Classification 2021 2020 2021 2020 Three Months Ended Nine Months Ended Classification 2021 2020 2021 2020 (in thousands) (in thousands) General and administrative expenses $ 7 $ 12 $ 20 $ 22 Total lease cost $ 7 $ 12 $ 20 $ 22 | The table below presents the lease related costs recorded on the Consolidated Statement of Operation and Comprehensive Income for the years ended December 31, 2020 and 2019: Schedule of Operating Lease Cost (in thousands) Years Ended December 31, Lease cost Classification 2020 2019 Operating lease cost General and administrative expenses $ 45 $ 60 Total lease cost $ 45 $ 60 |
Schedule of Cash Flow Information Related to Leases | The table below presents supplemental cash flow information related to leases for the nine months ended September 30, 2021 and 2020: Schedule of Cash Flow Information Related to Leases Nine Months Ended 2021 2020 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 20 $ 15 Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets/(decrease) of lease liability due to cancellation of leases — (34 ) | The table below presents supplemental cash flow information related to leases for the years ended December 31, 2020 and 2019: Schedule of Cash Flow Information Related to Leases Years Ended December 31, (in thousands) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 41 $ 61 Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets/(decrease) of lease liability due to cancellation of leases $ (31 ) $ 176 |
Schedule of Weighted Average Remaining Lease Terms and Weighted Average Discount Rates | The table below presents certain information related to the weighted average remaining lease terms and weighted average discount rates for the Company’s operating leases as of September 30, 2021 and December 31, 2020: Schedule of Weighted Average Remaining Lease Terms and Weighted Average Discount Rates September 30, December 31, Weighted average remaining lease term - operating leases 1.00 1.75 Weighted average discount rate - operating leases 12.00 % 12.00 % | The table below presents certain information related to the weighted average remaining lease terms and weighted average discount rates for our operating leases as of December 31, 2020: Schedule of Weighted Average Remaining Lease Terms and Weighted Average Discount Rates December 31, December 31, 2020 2019 Weighted average remaining lease term - operating leases 1.75 1.67 Weighted average discount rate - operating leases 12.00 % 12.00 % |
Schedule of Reconciles the Fixed Component of the Undiscounted Cash Flows | The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the operating lease liabilities recorded on the Consolidated Balance Sheet as of December 31, 2020: Schedule of Reconciles the Fixed Component of the Undiscounted Cash Flows Amounts due in Operating Leases (in thousands) 2021 $ 25 2022 20 2023 — Total minimum lease payments 45 Less: effect of discounting — Present value of future minimum lease payments 45 Less: current obligations under leases (25 ) Long-term lease obligations $ 20 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash September 30, December 31, 2021 2020 (in thousands) Cash and cash equivalents $ 690 $ 1,500 Restricted cash 624 1,180 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 1,314 $ 2,680 | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated cash flow statements: Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash December 31, December 31, (in thousands) 2020 2019 Cash and cash equivalents $ 1,514 $ 3,839 Restricted cash 1,180 2,389 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 2,694 $ 6,228 |
Schedule of Property, Equipment and Impairment of Long-lived Assets | Schedule of Property, Equipment and Impairment of Long-lived Assets Building 40 Residential rental properties 27.5 Furniture, fixtures and equipment 3 7 Purchased software 3 | |
Schedule of Segment Revenue | The following tables disaggregate our segment revenue by revenue source: Schedule of Segment Revenue Years Ended December 31, 2020 Years Ended December 31, 2019 Revenue Type: North U.K. Other Total North U.K. Other Total (In thousands) (In thousands) Seminars 18,117 1,058 8,598 27,773 32,714 2,562 8,346 43,622 Products 427 — — 427 9,404 1,141 3,777 14,322 Coaching and Mentoring 1,059 — 393 1,452 5,564 138 4,465 10,167 Online and Subscription 3,945 — 111 4,056 2,070 6 351 2,427 Other 453 — — 453 4,675 281 2 4,958 Total revenue 24,001 1,058 9,102 34,161 54,427 4,128 16,941 75,496 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of the following (in thousands): Schedule of Property and Equipment 2020 2019 As of December 31, 2020 2019 Land $ — $ 782 Building and residential properties — 1,168 Software — 2,607 Equipment 234 1,697 Furniture and fixtures — 305 Building and leasehold improvements — 1,241 Property and equipment 234 7,800 Less: accumulated depreciation (230 ) (6,418 ) Property and equipment, net $ 4 $ 1,382 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Summary of Restricted Stock Activity | Schedule of Summary of Restricted Stock Activity Restricted Stock Activity (in thousands) Number of Weighted grant Unvested at December 31, 2018 869 $ 0.04 Granted 55 0.19 Forfeited (13 ) 0.54 Vested (455 ) 0.36 Unvested at December 31, 2019 456 $ 0.25 Granted 180 0.08 Forfeited (64 ) 0.28 Vested (480 ) 0.20 Unvested at December 31, 2020 92 $ 0.11 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision (benefit) | Schedule of Income Tax Provision (benefit) 2020 2019 Years ended 2020 2019 Income/(loss) from continuing operations before income taxes: U.S. $ 12,367 $ 4,271 Non-U.S. 7,600 (2,187 ) Total income/(loss) from continuing operations before income taxes: $ 19,967 $ 2,084 Provision (benefit) for taxes: Current: Federal $ 2,037 $ 143 State 347 38 Non-U.S. 1,156 83 Total current 3,540 264 Deferred: Federal 126 — State 5 — Non-U.S. 287 (190 ) Total deferred 418 (190 ) Noncurrent Federal — (1,331 ) State — — Non-U.S. — — Total noncurrent — (1,331 ) Total income tax expense (benefit) $ 3,958 $ (1,257 ) Effective income tax rate 19.8 % (60.3 )% |
Schedule of Difference between Statutory Federal Income Tax rate and Tax Provision Attributable to Income (loss) from Continuing Operations | Schedule of Difference between Statutory Federal Income Tax rate and Tax Provision Attributable to Income (loss) from Continuing Operations 2020 2019 Years ended December 31, 2020 2019 Computed expected federal tax expense $ 4,235 $ 438 Decrease in valuation allowance (1,098 ) (546 ) State income net of federal expense 278 242 Non-U.S. income taxed at different rates 234 (62 ) Unrecognized tax expense (benefit) 309 (1,331 ) Other — 2 Income tax expense (benefit) $ 3,958 $ (1,257 ) |
Schedule of Deferred Tax Assets and Liabilities | Schedule of Deferred Tax Assets and Liabilities 2020 2019 As of December 31, 2020 2019 Deferred tax assets: Net operating losses $ 3,648 $ 5,688 Accrued compensation, bonuses, severance — 121 Depreciation (1 ) 269 Valuation allowance (3,622 ) (4,736 ) Total deferred tax assets $ 25 $ 1,342 Deferred tax liabilities: Deferred course expenses $ (159 ) $ (1,055 ) Depreciation — Total deferred tax liabilities (159 ) (1,055 ) Net deferred tax (liability) asset $ (134 ) $ 287 |
Schedule of Unrecognized Tax Benefits | Schedule of Unrecognized Tax Benefits As of December 31, 2020 2019 Unrecognized tax benefits - January 1 $ 309 $ 1,640 Gross increases - tax positions in prior period — — Gross decreases - tax positions in prior period — (1,331 ) Unrecognized tax benefits - December 31 $ 309 $ 309 |
Schedule of Liability for Unrecognized Tax Benefits | Schedule of Liability for Unrecognized Tax Benefits 2020 2019 As of December 31, 2020 2019 Reduction of net operating loss carryforwards $ — 309 Noncurrent tax liability (reflected in Other long-term liabilities) 309 — Total liability for unrecognized tax benefits $ 309 $ 309 |
Schedule of Reconciliation of C
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and cash equivalents | $ 690 | $ 1,500 | $ 3,839 | ||
Restricted cash | 624 | 1,180 | 2,389 | ||
Total cash, cash equivalents, and restricted cash shown in the cash flow statement | $ 1,314 | 2,680 | $ 6,228 | 6,228 | $ 3,150 |
Previously Reported [Member] | |||||
Cash and cash equivalents | 1,514 | ||||
Restricted cash | 1,180 | ||||
Total cash, cash equivalents, and restricted cash shown in the cash flow statement | $ 2,694 | $ 1,314 |
General (Details Narrative)
General (Details Narrative) - Segment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of operating segments | 3 | 3 |
Share-Based Compensation (Detai
Share-Based Compensation (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Aug. 27, 2021 | Apr. 20, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation expense | $ 51,000 | $ 9,000 | $ 82,000 | $ 23,000 | $ 23,000 | $ 82,000 | ||
Number of shares issued (in Shares) | 315,000 | 300,000 | ||||||
Grant date price per fair value (in Dollars per share) | $ 0.10 | $ 0.0631 | ||||||
Grant date fair value | $ 31,500 | $ 163,100 | ||||||
Unrecognized compensation expense | $ 10,000 | $ 21,000 | ||||||
Weighted-average period cost | 1 year 9 months 18 days | |||||||
Board of Directors Chairman [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares issued (in Shares) | 550,000 | |||||||
Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares issued (in Shares) | 790,000 | |||||||
Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares issued (in Shares) | 945,000 | 5,000,000 | ||||||
Incentive Plan [Member] | Phantom Share Units (PSUs) [Member] | Board of Directors Chairman [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares issued (in Shares) | 80,000 | 34,650 | ||||||
Grant date price per fair value (in Dollars per share) | $ 0.10 | $ 0.20 | ||||||
Grant date fair value | $ 8,000 | $ 7,000 | ||||||
Incentive Plan [Member] | Consultant [Member] | Board of Directors Chairman [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares issued (in Shares) | 100,000 | 20,000 | ||||||
Grant date price per fair value (in Dollars per share) | $ 0.07 | $ 0.18 | ||||||
Grant date fair value | $ 7,000 | $ 3,600 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Discontinued operations-current assets | $ 820 | ||
Accounts payable | 1,451 | 1,762 | $ 2,311 |
Deferred revenue | 15,800 | 46,500 | |
Previously Reported [Member] | |||
Discontinued operations-current assets | |||
Accounts payable | 2,852 | ||
Discontinued Operations [Member] | |||
Cash and cash equivalents | 14 | ||
Deferred course expenses | 806 | ||
Discontinued operations-current assets | 820 | ||
Other assets | 33 | 34 | |
Total major classes of assets - discontinued operations | 33 | 854 | |
Accounts payable | 3,627 | 3,698 | 3,408 |
Accrued course expenses | 585 | 593 | 472 |
Other accrued expenses | 437 | 1,582 | |
Deferred revenue | 5,160 | 5,413 | |
Total major classes of liabilities - discontinued operations | $ 9,809 | 11,286 | 4,499 |
Major classes of liabilities | |||
Other accrued expenses | $ 619 | ||
Discontinued Operations [Member] | Previously Reported [Member] | |||
Accounts payable | 2,608 | ||
Accrued course expenses | 593 | ||
Total major classes of liabilities - discontinued operations | 3,740 | ||
Major classes of liabilities | |||
Other accrued expenses | $ 539 |
Schedule of Discontinued Operat
Schedule of Discontinued Operations Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 1,379 | $ 7,439 | $ 7,361 | $ 21,564 | $ 34,161 | $ 75,496 |
Total operating costs and expenses | 2,576 | 2,436 | 6,810 | 10,729 | 15,627 | 73,852 |
Other expense, net | 9 | (16) | 6 | (23) | 1,643 | 533 |
Income tax benefit (expense) | (118) | 926 | 797 | 1,921 | 3,958 | (1,257) |
Discontinued Operations [Member] | ||||||
Revenue | 1,742 | 40 | 5,522 | 14,315 | ||
Total operating costs and expenses | 764 | 907 | 2,436 | 15,647 | ||
Loss from discontinued operations | 978 | (867) | 3,086 | (1,332) | ||
Interest income (expense) | (359) | |||||
Other expense, net | 3 | (80) | 4 | 8,300 | ||
Income tax benefit (expense) | (248) | 1,118 | (248) | |||
Net loss from discontinued operations | $ 733 | $ 171 | $ 2,842 | $ 6,609 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Discontinued operations, description | On November 26, 2019, Legacy UK’s assets and deferred revenues sold for £300 thousand (British pounds) to Mayflower Alliance LTD. | On November 26, 2019, Legacy UK’s assets and deferred revenues sold for £300 thousand (British pounds) to Mayflower Alliance LTD. |
Schedule of Calculations of Bas
Schedule of Calculations of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Amounts available to common stockholders, Net Income | $ (195) | $ 4,666 | $ 398 | $ 11,452 | ||
Amounts available to common stockholders, Weighted Average Shares | 33,064 | 23,138 | 26,373 | 23,046 | 23,076 | 22,716 |
Amounts available to common stockholders, Earnings Per Share | $ (0.01) | $ 0.20 | $ 0.02 | $ 0.50 | $ 0.69 | $ 0.43 |
Amounts available to stockholders and assumed conversions, Weighted Average Shares Outstanding | 33,064 | 23,252 | 41,776 | 23,192 | 23,230 | 23,141 |
Amounts available to stockholders and assumed conversions, Earnings Per Share | $ (0.01) | $ 0.20 | $ 0.01 | $ 0.49 | $ 0.68 | $ 0.42 |
As reported, Net Income | $ (195) | $ 4,689 | $ 420 | $ 11,525 | $ 16,009 | $ 9,950 |
As reported, Weighted Average Shares Outstanding | 23,230 | 23,141 | ||||
Amounts allocated to unvested restricted shares, Net Income | $ (106) | $ (183) | ||||
Amounts allocated to unvested restricted shares Weighted Average Shares Outstanding | (154) | (425) | ||||
Amounts available to common stockholders, Net Income | $ 15,903 | $ 9,767 | ||||
Amounts available to common stockholders, Weighted Average Shares | 23,076 | 22,716 | ||||
Amounts available to common stockholders, Earnings Per Share | $ 0.69 | $ 0.43 | ||||
Amounts allocated to unvested restricted shares Net Income | $ 106 | $ 183 | ||||
Amounts allocated to unvested restricted shares Weighted Average Shares Outstanding | 154 | 425 | ||||
Non participating share units Weighted Average Shares Outstanding | ||||||
Amounts reallocated to unvested restricted shares, Net Income | $ (107) | $ (186) | ||||
Amounts available to stockholders and assumed conversions, Net Income | $ 15,902 | $ 9,764 | ||||
Amounts available to stockholders and assumed conversions Weighted Average Shares Outstanding | 23,230 | 23,141 | ||||
Amounts available to stockholders and assumed conversions, Earnings Per Share | $ 0.68 | $ 0.42 | ||||
Convertible Debt [Member] | ||||||
Amounts available to stockholders and assumed conversions, Net Income | $ 31 | |||||
Amounts available to stockholders and assumed conversions, Weighted Average Shares Outstanding | 10,000 | |||||
Unvested Restricted Shares [Member] | ||||||
Amounts available to common stockholders, Net Income | $ (23) | |||||
Amounts available to common stockholders, Weighted Average Shares | (114) | |||||
Amounts available to stockholders and assumed conversions, Net Income | $ 23 | $ 23 | $ 73 | |||
Amounts available to stockholders and assumed conversions, Weighted Average Shares Outstanding | 114 | 1,439 | 146 | |||
Reallocated Unvested Restricted Shares [Member] | ||||||
Amounts available to stockholders and assumed conversions, Net Income | $ (23) | $ (23) | $ (73) | |||
Amounts available to stockholders and assumed conversions, Weighted Average Shares Outstanding | ||||||
Stock holders Assumed Conversions [Member] | ||||||
Amounts available to stockholders and assumed conversions, Net Income | $ (195) | $ 4,666 | $ 429 | $ 11,452 | ||
Amounts available to stockholders and assumed conversions, Weighted Average Shares Outstanding | 33,064 | 23,252 | 41,776 | 23,192 | ||
Amounts available to stockholders and assumed conversions, Earnings Per Share | $ (0.01) | $ 0.20 | $ 0.01 | $ 0.49 | ||
Unvested Restricted Warrant Shares [Member] | ||||||
Amounts available to common stockholders, Net Income | $ (22) | $ (73) | ||||
Amounts available to common stockholders, Weighted Average Shares | (1,439) | (146) | ||||
Stock Warrants [Member] | ||||||
Amounts available to stockholders and assumed conversions, Net Income | ||||||
Amounts available to stockholders and assumed conversions, Weighted Average Shares Outstanding | 3,964 | |||||
Previously Reported [Member] | ||||||
Amounts available to common stockholders, Net Income | $ (195) | $ 4,689 | $ 420 | $ 11,525 | ||
Amounts available to common stockholders, Weighted Average Shares | 33,064 | 23,252 | 27,812 | 23,192 | ||
As reported, Net Income | $ 16,009 |
Earnings Per Share (_EPS_) (Det
Earnings Per Share (“EPS”) (Details Narrative) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||||||
Weighted average unvested restricted stock awards outstanding | 2,328,043 | 114,282 | 1,438,505 | 146,109 | 153,612 | 424,531 |
Schedule of Short-term and Long
Schedule of Short-term and Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | |||
Senior Secured Convertible Debenture | $ 500 | ||
Debt Discount | (492) | ||
Senior Secured Convertible Debenture, net | 8 | ||
Paycheck Protection Program loan | 1,000 | 1,900 | |
Paycheck Protection Program loan 2 | 1,900 | ||
IPFS Insurance Premium Note Payable | 18 | ||
Promissory notes | 500 | ||
Total debt | 2,926 | 1,900 | 500 |
Less current portion of long-term debt | (1,018) | (500) | |
Total long-term debt, net of current portion | $ 1,908 | $ 1,900 |
Schedule Short-term Related Par
Schedule Short-term Related Party Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Senior Secured Convertible Debenture - related party | $ 47 | |
Debt Discount-related party | (27) | |
Senior Secured Convertible Debenture - related party, net | $ 20 |
Schedule of Debt Maturities (De
Schedule of Debt Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2020 | ||
2021 | $ 9 | |
2022 | 1,029 | 1,900 |
2023 | ||
2024 | ||
2025 | ||
Thereafter | 1,908 | |
Total debt, net of debt discount | 2,946 | 1,900 |
Total debt | $ 2,946 | $ 1,900 |
Short-Term and Long-Term Debt_2
Short-Term and Long-Term Debt (Details Narrative) - USD ($) | Oct. 15, 2021 | Jul. 02, 2021 | May 04, 2021 | Mar. 10, 2021 | Mar. 08, 2021 | Apr. 27, 2020 | Sep. 13, 2019 | Mar. 08, 2019 | Mar. 08, 2019 | Sep. 13, 2018 | Apr. 24, 2022 | Aug. 27, 2021 | Apr. 27, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Oct. 27, 2021 | Aug. 04, 2021 | Apr. 20, 2021 |
Short-term Debt [Line Items] | |||||||||||||||||||
Proceeds from unsecured loan | $ 1,899,832 | $ 1,899,832 | $ 485,200 | ||||||||||||||||
Bears interest rate | 1.00% | 1.00% | |||||||||||||||||
Principal amount | $ 900,000 | ||||||||||||||||||
Interest amount | $ 11,000 | ||||||||||||||||||
Remaining outstanding principal balance | $ 300,000 | $ 300,000 | |||||||||||||||||
Amount of accrued interest | $ 26,000 | ||||||||||||||||||
Convertible Debt | $ 375,000 | $ 500,000 | |||||||||||||||||
Debt interest fixed rate | 10.00% | 12.00% | 12.00% | 12.00% | |||||||||||||||
Price equal per share (in Dollars per share) | $ 0.05 | $ 0.05 | $ 0.05 | ||||||||||||||||
Warrant issued strike price (in Dollars per share) | $ 0.05 | $ 0.05 | $ 0.05 | ||||||||||||||||
Principal amount | $ 625,000 | $ 500,000 | $ 500,000 | $ 500,000 | |||||||||||||||
Funds an additional terms | $ 4,000,000 | ||||||||||||||||||
Loan proceeds | 375,000 | ||||||||||||||||||
Net proceeds | $ 100,000 | 314,000 | |||||||||||||||||
Legal fee | 61,000 | ||||||||||||||||||
Wattant exceed of shares | 19.90% | 19.90% | 19.90% | ||||||||||||||||
Percentage of debenture excess limitation | 19.90% | ||||||||||||||||||
Conversion rights | $ 330,000 | ||||||||||||||||||
Market value of stock per common share (in Dollars per share) | $ 0.155 | ||||||||||||||||||
Debt discount and additional paid-in capital | $ 375,000 | ||||||||||||||||||
Debt discount related to beneficial conversion feature | $ 21,000 | 375,000 | |||||||||||||||||
Remaining funding obligation | 18,000 | $ 200,000 | |||||||||||||||||
Borrowed amount | $ 1,899,832 | ||||||||||||||||||
Interest rate | 10.00% | 5.55% | 100.00% | ||||||||||||||||
Principal balance amounted | 1,900,000 | ||||||||||||||||||
Convertible debenture percentage | 10.00% | ||||||||||||||||||
Interest rate percentage | 10.00% | ||||||||||||||||||
Outstanding principal | $ 25,000 | ||||||||||||||||||
Issuance shares (in Shares) | 500,000 | ||||||||||||||||||
Market value price per share (in Dollars per share) | $ 0.10 | ||||||||||||||||||
Debt discount | 500,000 | ||||||||||||||||||
Amount of interest expense | 8,300 | ||||||||||||||||||
Legal fees and transaction expenses | 14,800 | ||||||||||||||||||
Restricted shares of Common Stock (in Shares) | 150,000 | ||||||||||||||||||
Common Stock thereafter (in Shares) | 315,000 | ||||||||||||||||||
Received shares (in Shares) | 315,000 | ||||||||||||||||||
Proceeds repayment of debt | $ 459,269 | ||||||||||||||||||
Promissory amount due date | Mar. 13, 2020 | Sep. 13, 2019 | Mar. 13, 2019 | ||||||||||||||||
Promissory note fixed rate | 30.00% | 30.00% | 30.00% | ||||||||||||||||
Short-term debt, description | The new Promissory Note was issued in the amount of $1.0 million, net proceeds were $396.7 thousand after closing costs and after paying off the outstanding principal in the amount of $500 thousand, plus accrued interest, under a Promissory Note held by USA Regrowth Fund LLC, and bore interest at a fixed rate of 12% per annum and was initially due on August 6, 2021. The new Promissory Note was fully paid off on October 1, 2020, with the proceeds on sale of the real property and improvements located at 1612 E. Cape Coral Parkway, Cape Coral, Florida for $2.5 million. The Seller’s obligations under the Loan Documents were secured by a first mortgage on the Property. The net proceeds realized by the Seller from the sale of the Property were $1.24 million after deductions for repayment of the Note, broker commissions, and other fees, and costs. | ||||||||||||||||||
Mortgage And Security Agreement [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Principal amount | $ 500,000 | ||||||||||||||||||
Minimum [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Principal amount | $ 1,000,000 | ||||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Principal amount | $ 675,000 | ||||||||||||||||||
Senior Secured Convertible Debenture And Exercise Of Conversion Rights [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Amortized debt discount | $ 347,500 | ||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Remaining outstanding principal balance | $ 1,000 | ||||||||||||||||||
Amount of accrued interest | $ 1,700 |
Schedule of Summary of the Warr
Schedule of Summary of the Warrant Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2021USD ($)$ / sharesshares | ||
Stock Warrants | ||
Number of Shares, beginning | shares | ||
Weighted Average Exercise Price, beginning | $ / shares | ||
Weighted Average Remaining Contractual Term in Years, beginning | ||
Aggregate Intrinsic Value, beginning | $ | [1] | |
Number of Shares, Granted | shares | 7,083,500 | |
Weighted Average Exercise Price, Granted | $ / shares | $ 0.05 | |
Weighted Average Remaining Contractual Term in Years, Granted | ||
Aggregate Intrinsic Value, Granted | $ | [1] | |
Number of Shares, ending | shares | 7,083,500 | |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.05 | |
Weighted Average Remaining Contractual Term in Years, ending | 4 years 6 months | |
Aggregate Intrinsic Value, ending | $ | $ 270 | [1] |
Number of Shares, Exercisable | shares | 7,083,500 | |
Weighted Average Remaining Contractual Term in Years, Exercisable | 4 years 6 months | |
Aggregate Intrinsic Value, Exercisable | $ | $ 270 | [1] |
[1] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 0.0881 |
Schedule of Summary of the Wa_2
Schedule of Summary of the Warrant Activity (Details) (Parenthetical) | Sep. 30, 2021$ / shares |
Legacy Tech Partners LLC LTP [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Commons stock closing stock price per share | $ 0.0881 |
Stock Warrants (Details Narrati
Stock Warrants (Details Narrative) - USD ($) | Jun. 11, 2021 | May 04, 2021 |
MBotbol [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Warrants issued (in Shares) | 500,000 | |
Warrants conversion percentage | 10.00% | |
Subordinated convertible debenture amount (in Dollars) | $ 25,000 | |
Common stock exercise price per share | $ 0.05 | |
Legacy Tech Partners LLC LTP [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Warrants issued (in Shares) | 6,586,500 | |
Warrants conversion percentage | 10.00% | |
Subordinated convertible debenture amount (in Dollars) | $ 330,000 | |
Common stock exercise price per share | $ 0.05 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||||||
Tax liability | $ 8,800 | ||||||
Income tax (benefit) expense | $ 100,000 | $ 1,000,000 | $ 800,000 | $ 1,900,000 | |||
Effective tax rates | 37.70% | 19.50% | 76.20% | 18.10% | |||
U.S. statutory corporate tax rate | 26.00% | ||||||
Valuation allowances | $ 3,400,000 | $ 3,400,000 | $ 3,600,000 | ||||
Unrecognized tax benefits | $ 0 | $ 0 | 309,000 | $ 309,000 | $ 1,640,000 | ||
Income tax benefit (expense) | 3,900,000 | 1,300,000 | |||||
Increase in income tax expense | 2,700,000 | ||||||
Deferred tax assets, valuation allowance | 3,600,000 | 4,700,000 | |||||
Net operating loss carryforwards | 300,000 | 8,900,000 | |||||
Liability pertaining to uncertain tax positions | 300,000 | 300,000 | |||||
Accrued interest | 40,000 | 40,000 | |||||
Unrecognized tax benefits that would impact effective tax rate | 300,000 | 300,000 | |||||
Federal [Member] | |||||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||||||
Net operating loss carryforwards | 4,800,000 | ||||||
Foreign Tax Authority [Member] | |||||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||||||
Net operating loss carryforwards | $ 16,500,000 | $ 19,700,000 | |||||
Maximum [Member] | |||||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||||||
Taxable income, percentage | 100.00% | ||||||
Minimum [Member] | |||||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||||||
Taxable income, percentage | 80.00% |
Concentration Risk (Details Nar
Concentration Risk (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Concentration Risk [Line Items] | ||||||
Cash balances without FDIC (in Dollars) | $ 0 | $ 0 | $ 0.8 | $ 2.5 | ||
License Agreement [Member] | Rich Dad Brands [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Percentage of revenue | 53.80% | 78.40% | 58.90% | 77.40% | 77.40% | 84.60% |
Schedule of Total Revenue Attri
Schedule of Total Revenue Attributable to Each Segment (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total consolidated revenue | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% |
North America [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total consolidated revenue | 100.00% | 97.00% | 63.50% | 96.70% | 70.30% | 72.10% |
UNITED KINGDOM | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total consolidated revenue | 0.60% | 36.50% | 1.10% | 3.10% | 5.50% | |
Other Foreign Markets [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total consolidated revenue | 2.40% | 2.20% | 26.60% | 22.40% |
Schedule of Operating Results f
Schedule of Operating Results for Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total consolidated revenue | $ 1,379 | $ 7,439 | $ 7,361 | $ 21,564 | $ 34,161 | $ 75,496 |
Total consolidated gross profit | (25) | 6,132 | 4,119 | 14,442 | 23,994 | 15,422 |
North America [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total consolidated revenue | 1,379 | 7,211 | 4,672 | 20,851 | 24,001 | 54,427 |
Total consolidated gross profit | (16) | 5,951 | 1,919 | 13,625 | 15,852 | 12,195 |
UNITED KINGDOM | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total consolidated revenue | 47 | 2,689 | 245 | 1,058 | 4,128 | |
Total consolidated gross profit | (10) | 13 | 2,199 | 312 | 949 | 983 |
Other Foreign Markets [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total consolidated revenue | 181 | 468 | 9,102 | 16,941 | ||
Total consolidated gross profit | $ 1 | $ 168 | $ 1 | $ 505 | $ 7,193 | $ 2,244 |
Schedule of Depreciation and Am
Schedule of Depreciation and Amortization Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total consolidated depreciation and amortization expenses | $ 11 | $ 4 | $ 47 | $ 69 | $ 162 | |
North America [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total consolidated depreciation and amortization expenses | 8 | 2 | 36 | 45 | 137 | |
UNITED KINGDOM | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total consolidated depreciation and amortization expenses | 4 | 2 | 11 | 14 | 20 | |
Other Foreign Markets [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total consolidated depreciation and amortization expenses | $ (1) | $ 10 | $ 5 |
Schedule of Segment Identifiabl
Schedule of Segment Identifiable Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total consolidated identifiable assets | $ 2,082 | $ 5,292 | $ 15,547 |
Previously Reported [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total consolidated identifiable assets | 6,156 | ||
North America [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total consolidated identifiable assets | 1,774 | 3,834 | |
North America | 9,937 | ||
North America [Member] | Previously Reported [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
North America | 3,864 | ||
UNITED KINGDOM | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total consolidated identifiable assets | 125 | 1,266 | 2,324 |
UNITED KINGDOM | Previously Reported [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total consolidated identifiable assets | 1,266 | ||
Other Foreign Markets [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total consolidated identifiable assets | $ 183 | 192 | |
Other foreign markets | $ 3,286 | ||
Other Foreign Markets [Member] | Previously Reported [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Other foreign markets | $ 1,026 |
Segment Information (Details Na
Segment Information (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Segment Reporting [Abstract] | ||
Long lived asset | $ 4,000 | $ 1,000,000 |
International long lived asset | $ 100 | $ 400,000 |
Schedule of Segment Revenue (De
Schedule of Segment Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total revenue | $ 1,379,000 | $ 7,439,000 | $ 7,361,000 | $ 21,564,000 | $ 34,161,000 | $ 75,496,000 |
North America [Member] | ||||||
Total revenue | 1,379,000 | 7,211,000 | 4,672,000 | 20,851,000 | 24,001,000 | 54,427,000 |
UNITED KINGDOM | ||||||
Total revenue | 47,000 | 2,689,000 | 245,000 | 1,058,000 | 4,128,000 | |
Other Foreign Markets [Member] | ||||||
Total revenue | 181,000 | 468,000 | 9,102,000 | 16,941,000 | ||
Seminars [Member] | ||||||
Total revenue | 1,272,000 | 6,971,000 | 5,180,000 | 18,610,000 | 27,773,000 | 43,622,000 |
Seminars [Member] | North America [Member] | ||||||
Total revenue | 1,272,000 | 6,783,000 | 4,300,000 | 17,940,000 | 18,117,000 | 32,714,000 |
Seminars [Member] | UNITED KINGDOM | ||||||
Total revenue | 47,000 | 880,000 | 245,000 | 1,058,000 | 2,562,000 | |
Seminars [Member] | Other Foreign Markets [Member] | ||||||
Total revenue | 141,000 | 425,000 | 8,598,000 | 8,346,000 | ||
Product [Member] | ||||||
Total revenue | 107,000 | 70,000 | 198,000 | 464,000 | ||
Product [Member] | North America [Member] | ||||||
Total revenue | 107,000 | 70,000 | 198,000 | 464,000 | ||
Product [Member] | UNITED KINGDOM | ||||||
Total revenue | ||||||
Product [Member] | Other Foreign Markets [Member] | ||||||
Total revenue | ||||||
Coaching And Mentoring [Member] | ||||||
Total revenue | 10,000 | 1,053,000 | ||||
Coaching And Mentoring [Member] | North America [Member] | ||||||
Total revenue | 7,000 | 1,050,000 | ||||
Coaching And Mentoring [Member] | UNITED KINGDOM | ||||||
Total revenue | ||||||
Coaching And Mentoring [Member] | Other Foreign Markets [Member] | ||||||
Total revenue | 3,000 | 3,000 | ||||
Online And Subscription [Member] | ||||||
Total revenue | 388,000 | 11,000 | 1,321,000 | 4,056,000 | 2,427,000 | |
Online And Subscription [Member] | North America [Member] | ||||||
Total revenue | 351,000 | 11,000 | 1,281,000 | 3,945,000 | 2,070,000 | |
Online And Subscription [Member] | UNITED KINGDOM | ||||||
Total revenue | 6,000 | |||||
Online And Subscription [Member] | Other Foreign Markets [Member] | ||||||
Total revenue | 37,000 | 40,000 | 111,000 | 351,000 | ||
Other [Member] | ||||||
Total revenue | 1,972,000 | 116,000 | 453,000 | 4,958,000 | ||
Other [Member] | North America [Member] | ||||||
Total revenue | 163,000 | 116,000 | 453,000 | 4,675,000 | ||
Other [Member] | UNITED KINGDOM | ||||||
Total revenue | 1,809,000 | 281,000 | ||||
Other [Member] | Other Foreign Markets [Member] | ||||||
Total revenue | 2,000 | |||||
Products [Member] | ||||||
Total revenue | 427,000 | 14,322,000 | ||||
Products [Member] | North America [Member] | ||||||
Total revenue | 427,000 | 9,404,000 | ||||
Products [Member] | UNITED KINGDOM | ||||||
Total revenue | 1,141,000 | |||||
Products [Member] | Other Foreign Markets [Member] | ||||||
Total revenue | 3,777,000 | |||||
Coaching And Mentor [Member] | ||||||
Total revenue | 1,452,000 | 10,167,000 | ||||
Coaching And Mentor [Member] | North America [Member] | ||||||
Total revenue | 1,059,000 | 5,564,000 | ||||
Coaching And Mentor [Member] | UNITED KINGDOM | ||||||
Total revenue | 138,000 | |||||
Coaching And Mentor [Member] | Other Foreign Markets [Member] | ||||||
Total revenue | $ 393,000 | $ 4,465,000 |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Revenue Recognition | |
Deferred revenue | $ 4.3 |
Reserve description | As of September 30, 2021, we maintain a reserve for breakage of $2.0 million for the fulfillment of our obligation to students whose contracts expired during our COVID-19 60-day operational hiatus during Q2 2020 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Dec. 08, 2020USD ($) | Jul. 24, 2020GBP (£) | Mar. 18, 2020GBP (£) | Jun. 21, 2013USD ($) | Sep. 30, 2021USD ($) | Dec. 08, 2020USD ($) | Dec. 31, 2020USD ($) | May 19, 2021USD ($) | Feb. 18, 2021USD ($) | Dec. 31, 2019USD ($) | Nov. 26, 2019USD ($) | Nov. 26, 2019GBP (£) | Jul. 19, 2019USD ($) | May 31, 2019USD ($) |
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||
Commitments and contingencies, Description | Total royalty expenses included in our Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2020 were $9.0 thousand and $68.0 thousand, respectively. There were no royalty expenses recorded for the three and nine months ended September 30, 2021. | Total royalty expenses included in our Consolidated Statement of Operations and Comprehensive Income for the years ended December 31, 2020 and 2019 were $0.0 million and $3.4 million, respectively | ||||||||||||
Deposits held by credit card processors | $ 600,000 | $ 1,200,000 | ||||||||||||
Construction Payable | 400,000 | 400,000 | $ 60,000 | $ 100,000 | ||||||||||
Bankruptcy Court amount | $ 8,300,000 | $ 220,000 | ||||||||||||
Deferred revenue (in Pounds) | 15,800,000 | $ 46,500,000 | ||||||||||||
Payment for administrative fees | $ 390,600 | $ 390,600 | ||||||||||||
Property investment | 363,000 | $ 363,000 | ||||||||||||
Contribution of property | $ 924,000 | |||||||||||||
Late payment interest (in Pounds) | £ | £ 392,762 | £ 461,460 | ||||||||||||
Late payment interest and statutory (in Pounds) | £ | £ 68,698 | |||||||||||||
Credit card processors | 1,100,000 | $ 5,000,000 | ||||||||||||
Accounts payable credit | $ 100,000 | |||||||||||||
Credit card | $ 8,300,000 | |||||||||||||
Received from cash payment | $ 400,000 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||
Construction Payable | $ 60,000 | $ 100,000 | ||||||||||||
Mayflower Alliance LTD [Member] | ||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||
Deferred revenue (in Pounds) | $ 30,000,000 | £ 300,000 |
Schedule of Lease Related Asset
Schedule of Lease Related Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Leases | |||
Operating lease right of use assets | $ 26 | $ 45 | $ 122 |
Total lease assets | 26 | 45 | 122 |
Current operating lease liabilities | 26 | 25 | 86 |
Long-term operating lease liabilities | 20 | 27 | |
Total lease liabilities | $ 26 | $ 45 | $ 113 |
Schedule of Operating Lease Cos
Schedule of Operating Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases | ||||||
General and administrative expenses | $ 7 | $ 12 | $ 20 | $ 22 | $ 45 | $ 60 |
Total lease cost | $ 7 | $ 12 | $ 20 | $ 22 | $ 45 | $ 60 |
Schedule of Cash Flow Informati
Schedule of Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases | ||||
Operating cash flows for operating leases | $ 20 | $ 15 | $ 41 | $ 61 |
Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets/(decrease) of lease liability due to cancellation of leases | $ (34) | $ (31) | $ 176 |
Schedule of Weighted Average Re
Schedule of Weighted Average Remaining Lease Terms and Weighted Average Discount Rates (Details) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Leases | |||
Weighted average remaining lease term - operating leases | 1 year | 1 year 9 months | 1 year 8 months 1 day |
Weighted average discount rate - operating leases | 12.00% | 12.00% | 12.00% |
Leases (Details Narrative)
Leases (Details Narrative) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020USD ($) | Oct. 01, 2020ft² |
Lease liabilities amount | $ 2,200 | ||
Office and warehouse space | ft² | 1,600 | ||
Lease obligation | $ 32 | ||
Minimum [Member] | |||
Operating leases, term | 1 year | ||
Maximum [Member] | |||
Operating leases, term | 3 years |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Nov. 04, 2021 | Oct. 15, 2021 | Mar. 08, 2021 | Sep. 13, 2019 | Mar. 08, 2019 | Sep. 13, 2018 | Nov. 18, 2021 | Oct. 27, 2021 | Aug. 27, 2021 |
Subsequent Event [Line Items] | |||||||||
Senior secured convertible note, percentage | 10.00% | 12.00% | 12.00% | 12.00% | |||||
Convertible debt | $ 375 | $ 500 | |||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Installments amount | $ 200 | ||||||||
Stock purchase option description | (i) 1,600,000 shares of common stock of the Company for a total aggregate price of $160.00, or $0.0001 per share (the “Purchase Shares”) and (ii) in exchange for an aggregate purchase price of $13,840, an option (the “Option”) to purchase, from time to time, up to an additional 138,400,000 shares of common stock of the Company (“Option Shares”). The Option is exercisable at a per share exercise price of, for the first 18,400,000 Option Shares, $0.0001, and $0.05833 for the remaining Option Shares (the “Option Price”). Mayer’s option to purchase the Option Shares under the Purchase Agreement shall expire on November 18, 2023, and its right to acquire any of the Option Shares is subject to limitation so that at no time may Mayer beneficially own more than 4.99% (or 9.99% under certain circumstances) of the total issued and outstanding shares of Company common stock. The Option Price is subject to adjustments upon the occurrence of certain events as more fully described in the Purchase Agreement | ||||||||
Restricted common shares (in Shares) | 315,000 | ||||||||
Subsequent Event [Member] | Legacy Tech Partners LLC LTP [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Convertible debt | $ 375 | ||||||||
Senior secured convertible debenture, description | The Debenture accrues interest at a rate of 10% and is due on the earlier of the occurrence of certain liquidity events with respect to the Company and March 8, 2022. The Debenture may be converted at any time after the issue date into shares of the Company’s Common Stock (the “Conversion Shares”) at a price equal to $0.05 per share. Together with each Conversion Share a warrant will be issued with a strike price of $0.05 per share and an expiration date of March 8, 2026 (the “Warrants”). LTP has an obligation to lend the Company an additional $625 thousand under the same terms prior to March 31, 2022, and an option to fund an additional $4 million under the same terms prior to March 8, 2024. LTP also has the option to extend the maturity date of each loan it makes to the Company, including the initial loan of $375 thousand for a term not to exceed four years from the original maturity date of that loan. Net proceeds were $314 thousand after legal fees related to the transaction. The Debenture is secured by a lien on all the Company’s assets. The Company’s U.S. subsidiaries entered into Guaranties on March 9, 2021 in favor of LTP under which such subsidiaries guaranteed the Company’s obligations under the Debenture and granted LTP a lien on all assets of such subsidiaries. The use of proceeds from the Debenture will be to extinguish liabilities of the Company and to fund the development of the EdTech (as defined above) business. The Warrants will not be listed for trading on any national securities exchange. The Warrants and the shares issuable upon conversion of the Debenture are not being registered under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate number of shares issuable upon conversion of the Debenture and upon the exercise of the Warrants may not exceed 19.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares upon conversion of the Debenture and the exercise of the Warrants. | ||||||||
Subsequent Event [Member] | Board of Directors Chairman [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Restricted common shares (in Shares) | 315,000 | ||||||||
NCW LLC [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Purchase of common stock shares (in Shares) | 20,000,000 | ||||||||
Aggregate price | $ 2,000 | ||||||||
Additional common stock shares purchase | $ 120,000 | ||||||||
Price per share (in Dollars per share) | $ 0.05833 | ||||||||
Senior secured convertible note, percentage | 10.00% | ||||||||
Convertible debt | (i) $100 thousand not later than October 15, 2021 and (ii) $100 thousand not later than November 15, 2021 and (iii) $100 thousand not later than December 15, 2021. LTP timely funded the first $100 thousand installment on October 15, 2021. | ||||||||
NCW LLC [Member] | Subsequent Event [Member] | Equity Option [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Aggregate price | $ 12 |
Schedule of Property, Equipment
Schedule of Property, Equipment and Impairment of Long-lived Assets (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 40 years |
Residential Rental Properties [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 27 years 6 months |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Software and Software Development Costs [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | Jan. 17, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||
Sale of property | $ 390,600 | $ 165,000 | |
Gain on sale of property | $ 33,100 | ||
Description of deferred revenue recognized | We had deferred revenue of $15.8 million and $46.5 million related to contractual commitments with customers where the performance obligation will be satisfied over time, which ranges from one to two years as of December 31, 2020 and 2019, respectively. | ||
Deferred revenue | $ 15,800,000 | $ 46,500,000 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 234 | $ 7,800 | |
Less: accumulated depreciation | (230) | (6,418) | |
Property and equipment, net | 4 | 1,382 | |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 782 | ||
Building And Residential Rental Properties [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 1,168 | ||
Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 2,607 | ||
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 234 | 1,697 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 305 | ||
Building And Lease hold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 1,241 |
Property and Equipment (Details
Property and Equipment (Details Narrative) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020USD ($) | Dec. 31, 2020EUR (€) | Dec. 31, 2019USD ($) | Oct. 01, 2020USD ($) | |
Real property and improvements | $ 2,500 | |||
Gain from sale of buildings | $ 1,540 | |||
Transferred value of properties | 363 | |||
Gain on properties | 126 | |||
Depreciation expense on property and equipment | $ 100 | $ 100 | ||
EUR [Member] | ||||
Transferred value of properties | € | € 291,000 | |||
Gain on properties | € | € 96 |
Schedule of Summary of Restrict
Schedule of Summary of Restricted Stock Activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Number of shares, Ending balance | 456 | 869 |
Weighted average grant date value, Ending balance | $ 0.25 | $ 0.04 |
Number of shares, Granted | 180 | 55 |
Weighted average grant date value, Granted | $ 0.08 | $ 0.19 |
Number of shares, Forfeited | (64) | (13) |
Weighted average grant date value, Forfeitures | $ 0.28 | $ 0.54 |
Number of shares, Vested | (480) | (455) |
Weighted average grant date value, Vested | $ 0.20 | $ 0.36 |
Number of shares, Ending balance | 92 | 456 |
Weighted average grant date value, Ending balance | $ 0.11 | $ 0.25 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Matching contribution | $ 0.1 | $ 0.2 |
Schedule of Income Tax Provisio
Schedule of Income Tax Provision (benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
U.S. | $ 12,367 | $ 4,271 |
Non-U.S. | 7,600 | (2,187) |
Total income/(loss) from continuing operations before income taxes: | 19,967 | 2,084 |
Current: | ||
Federal | 2,037 | 143 |
State | 347 | 38 |
Non-U.S. | 1,156 | 83 |
Total current | 3,540 | 264 |
Deferred: | ||
Federal | 126 | |
State | 5 | |
Non-U.S. | 287 | (190) |
Total deferred | 418 | (190) |
Federal | (1,331) | |
State | ||
Non-U.S. | ||
Total noncurrent | (1,331) | |
Total income tax expense (benefit) | $ 3,958 | $ (1,257) |
Effective income tax rate | 19.80% | (60.30%) |
Schedule of Difference between
Schedule of Difference between Statutory Federal Income Tax rate and Tax Provision Attributable to Income (loss) from Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Computed expected federal tax expense | $ 4,235 | $ 438 |
Decrease in valuation allowance | (1,098) | (546) |
State income net of federal expense | 278 | 242 |
Non-U.S. income taxed at different rates | 234 | (62) |
Unrecognized tax expense (benefit) | 309 | (1,331) |
Other | 2 | |
Income tax expense (benefit) | $ 3,958 | $ (1,257) |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating losses | $ 3,648 | $ 5,688 |
Accrued compensation, bonuses, severance | 121 | |
Depreciation | (1) | 269 |
Valuation allowance | (3,622) | (4,736) |
Total deferred tax assets | 25 | 1,342 |
Deferred tax liabilities: | ||
Deferred course expenses | (159) | (1,055) |
Depreciation | ||
Total deferred tax liabilities | (159) | (1,055) |
Net deferred tax (liability) asset | $ (134) | $ 287 |
Schedule of Unrecognized Tax Be
Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits - January 1 | $ 309 | $ 1,640 |
Gross increases - tax positions in prior period | ||
Gross decreases - tax positions in prior period | (1,331) | |
Unrecognized tax benefits - December 31 | $ 309 | $ 309 |
Schedule of Liability for Unrec
Schedule of Liability for Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Reduction of net operating loss carryforwards | $ 309 | |
Noncurrent tax liability (reflected in Other long-term liabilities) | 309 | |
Total liability for unrecognized tax benefits | $ 309 | $ 309 |
Certain Relationships and Rel_2
Certain Relationships and Related Transactions (Details Narrative) - USD ($) $ in Millions | Apr. 22, 2014 | Dec. 31, 2020 |
Related Party Transactions [Abstract] | ||
Forgiveness of debt | $ 1.6 | |
Converted debt amount | $ 4.6 | |
Converted shares (in Shares) | 1,549,882 | |
License agreement description | we entered into an agreement with RDOC (the “2014 Amendment”) to, among other things, amend the 2013 License Agreement to halve the royalty payable by us to RDOC to 2.5% for the whole of 2014, (ii) cancel approximately $1.3 million in debt owed by us to RDOC, (iii) reimburse us for certain legal expenses, and (iv) cancel RDOC’s right to appoint one member of our Board of Directors. | |
Gross revenue percentage | 50.00% |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Capital Stock | |||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, par or stated value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 33,262,697 | 23,279,197 | 23,162,502 |
Capital stock issued, outstanding percentage | 10.00% | ||
Preferred stock, shares issued | 0 | 0 | 0 |
Schedule of Reconciles the Fixe
Schedule of Reconciles the Fixed Component of the Undiscounted Cash Flows (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Leases | |
2021 | $ 25 |
2022 | 20 |
2023 | |
Total minimum lease payments | 45 |
Less: effect of discounting | |
Present value of future minimum lease payments | 45 |
Less: current obligations under leases | (25) |
Long-term lease obligations | $ 20 |