Cover
Cover | 6 Months Ended |
Jun. 30, 2022 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
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 ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash and cash equivalents | $ 20,000 | $ 576,000 | $ 1,500,000 |
Restricted cash | 112,000 | 374,000 | 1,180,000 |
Deferred course expenses | 266,000 | 304,000 | 1,167,000 |
Prepaid expenses and other current assets | 347,000 | 607,000 | 1,578,000 |
Inventory | 1,000 | 1,000 | 10,000 |
Discontinued operations current assets | 820,000 | ||
Total current assets | 746,000 | 1,862,000 | 6,255,000 |
Property and equipment, net | 4,000 | ||
Right-of-use assets | 6,000 | 20,000 | 45,000 |
Other assets | 6,000 | 6,000 | 6,000 |
Discontinued operations-other assets | 32,000 | 33,000 | 34,000 |
Total assets | 790,000 | 1,921,000 | 6,344,000 |
Current liabilities: | |||
Accounts payable | 2,607,000 | 2,544,000 | 1,762,000 |
Royalties payable | 110,000 | 110,000 | 113,000 |
Accrued course expenses | 238,000 | 252,000 | 277,000 |
Accrued salaries, wages and benefits | 237,000 | 202,000 | 73,000 |
Operating lease liability, current portion | 7,000 | 20,000 | 25,000 |
Other accrued expenses | 616,000 | 2,114,000 | 3,888,000 |
Deferred revenue | 4,173,000 | 4,438,000 | 10,382,000 |
Short-term related party debt, net of unamortized debt discount of $133 | 392,000 | 142,000 | |
Current portion of long term debt, net of unamortized debt discount of $0 | 344,000 | 1,011,000 | |
Discontinued operations-current liabilities | 10,802,000 | 9,845,000 | 11,286,000 |
Total current liabilities | 19,526,000 | 20,678,000 | 27,806,000 |
Long-term debt, net of current portion and net of unamortized debt discount | 2,840,000 | 1,933,000 | 1,900,000 |
Deferred tax liability, net | 1,336,000 | 1,493,000 | 134,000 |
Other long term liabilities | 120,000 | ||
Operating lease liability, net of current portion | 20,000 | ||
Total liabilities | 23,702,000 | 24,104,000 | 29,980,000 |
Commitments and contingencies (Note 13) | |||
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; 34,167,697 and 37,867,697 shares issued and outstanding as of June 30, 2022 and December 31, 2021 | 3,000 | 3,000 | 2,000 |
Additional paid-in capital | 13,211,000 | 13,161,000 | 11,564,000 |
Cumulative foreign currency translation adjustment | 1,458,000 | 837,000 | 416,000 |
Accumulated deficit | (37,584,000) | (36,184,000) | (35,618,000) |
Total stockholders’ deficit | (22,912,000) | (22,183,000) | (23,636,000) |
Total liabilities and stockholders’ deficit | $ 790,000 | $ 1,921,000 | $ 6,344,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Unamortized debt discount current | $ 0 | $ 0 | $ 0 |
Unamortized debt discount (in Dollars) | $ 467 | $ 467 | |
Preferred stock par value | $ 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 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, shares issued | 34,167,697 | 37,867,697 | 23,279,197 |
Common stock, shares outstanding | 34,167,697 | 37,867,697 | 23,279,197 |
Previously Reported [Member] | |||
Common stock, shares issued | 33,917,697 | ||
Common stock, shares outstanding | 33,917,697 | ||
Short Term Related Party [Member] | |||
Unamortized debt discount current | $ 133 | $ 133 | $ 204 |
Short Term Related Party [Member] | Previously Reported [Member] | |||
Unamortized debt discount current | $ 204 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||||
Revenue | $ 68,000 | $ 3,362,000 | $ 353,000 | $ 5,982,000 | $ 7,710,000 | $ 25,914,000 |
Operating costs and expenses: | ||||||
Direct course expenses | 100,000 | 790,000 | 204,000 | 1,224,000 | 2,294,000 | 5,801,000 |
Advertising and sales expenses | 54,000 | 556,000 | 142,000 | 614,000 | 1,636,000 | 2,293,000 |
Royalty expenses | 0 | 0 | 0 | 0 | 68,000 | |
General and administrative expenses | 662,000 | 1,398,000 | 1,309,000 | 2,396,000 | 4,195,000 | 4,555,000 |
Total operating costs and expenses | 816,000 | 2,744,000 | 1,655,000 | 4,234,000 | 8,125,000 | 12,717,000 |
Income (loss) from operations | (748,000) | 618,000 | (1,302,000) | 1,748,000 | (415,000) | 13,197,000 |
Other income (expense): | ||||||
Interest expense, net | (112,000) | (386,000) | (237,000) | (386,000) | (524,000) | (210,000) |
Other expense, net | 3,000 | (1,000) | 3,000 | (3,000) | 8,000 | 1,641,000 |
Gain on forgiveness of PPP Loan | 910,000 | |||||
Total other income (expense), net | (109,000) | (387,000) | (234,000) | (389,000) | 394,000 | 1,431,000 |
Income (loss) from continuing operations before income taxes | (856,000) | 231,000 | (1,535,000) | 1,359,000 | (21,000) | 14,628,000 |
Income tax (expense) benefit | 0 | 131,000 | 136,000 | (915,000) | (716,000) | (2,883,000) |
Net income (loss) from continuing operations | (856,000) | 362,000 | (1,399,000) | 444,000 | (737,000) | 11,745,000 |
Income from discontinued operations | 171,000 | 171,000 | 4,264,000 | |||
Net income from discontinued operations | 171,000 | 171,000 | 4,264,000 | |||
Net income (loss) | $ (856,000) | $ 362,000 | $ (1,399,000) | $ 615,000 | $ (566,000) | $ 16,009,000 |
Basic earnings (loss) per common share - continuing operations | $ (0.04) | $ 0.01 | $ (0.04) | $ 0.02 | $ (0.02) | $ 0.51 |
Basic earnings (loss) per common share - discontinued operations | 0.18 | |||||
Basic earnings (loss) per common share | (0.04) | 0.01 | (0.04) | 0.02 | (0.02) | 0.69 |
Diluted earnings (loss) per common share - continuing operations | (0.04) | 0.01 | (0.04) | 0.02 | (0.02) | 0.51 |
Diluted earnings (loss) per common share - discontinued operations | 0.18 | |||||
Diluted earnings (loss) per common share | $ (0.04) | $ 0.01 | $ (0.04) | $ 0.02 | $ (0.02) | $ 0.69 |
Basic weighted average common shares outstanding | 24,410 | 25,113 | 34,168 | 24,156 | 29,187 | 23,076 |
Diluted weighted average common shares outstanding | 24,410 | 31,843 | 34,168 | 30,048 | 29,187 | 23,230 |
Comprehensive income: | ||||||
Net income (loss) | $ (856,000) | $ 362,000 | $ (1,399,000) | $ 615,000 | $ (566,000) | $ 16,009,000 |
Foreign currency translation adjustments, net of tax of $0 | 765,000 | (52,000) | 621,000 | 51,000 | 421,000 | (294,000) |
Total comprehensive income (loss) | $ (91,000) | $ 310,000 | $ (778,000) | $ 666,000 | $ (145,000) | $ 15,715,000 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||||||
Foreign currency translation adjustments, net of tax | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) $ 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, 2019 | $ 2 | $ 11,552 | $ 710 | $ (51,627) | $ (39,363) |
Beggning balance, shares at Dec. 31, 2019 | 23,163,000 | ||||
Share-based compensation expense | 23 | 23 | |||
Share based compensation expense, shares | |||||
Cancellation of common stock | (11) | (11) | |||
Cancellation of common stock, shares | (64,000) | ||||
Issuance of common stock | |||||
Issuance of common stock, shares | 180,000 | ||||
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 | ||||
Beneficial conversion feature for senior secured convertible debenture – related party | 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 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 2 | 11,564 | 416 | (35,618) | (23,636) |
Beggning balance, shares at Dec. 31, 2020 | 23,279 | ||||
Foreign currency translation adjustment, net of tax of $0 | 51 | ||||
Net Income | 615 | ||||
Ending balance, value at Jun. 30, 2021 | $ 3 | 12,345 | 467 | (35,003) | (22,188) |
Ending balance, shares at Jun. 30, 2021 | 32,948 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 2 | 11,564 | 416 | (35,618) | (23,636) |
Beggning balance, shares at Dec. 31, 2020 | 23,279 | ||||
Share-based compensation expense | 122 | 122 | |||
Share based compensation expense, shares | 2,900,000 | ||||
Cancellation of common stock | (15) | (15) | |||
Cancellation of common stock, shares | (945,000) | ||||
Common stock issued for stock option purchase | 13 | 13 | |||
Common stock issued for stock option purchase, shares | 1,600,000 | ||||
Beneficial conversion feature for senior secured convertible debenture – related party | 500 | 500 | |||
Beneficial conversion feature for senior secured convertible debenture-related party | 623 | 623 | |||
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 | 7,084,000 | ||||
Foreign currency translation adjustment, net of tax of $0 | 421 | 421 | |||
Net Income | (566) | (566) | |||
Ending balance, value at Dec. 31, 2021 | $ 3 | 13,161 | 837 | (36,184) | (22,183) |
Ending balance, shares at Dec. 31, 2021 | 33,918 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 2 | 11,939 | 519 | (35,365) | (22,905) |
Beggning balance, shares at Mar. 31, 2021 | 23,279 | ||||
Share-based compensation expense | 31 | 31 | |||
Share based compensation expense, shares | 2,585 | ||||
Beneficial conversion feature for senior secured convertible debenture – related party | 21 | 21 | |||
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 | ||||
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 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 3 | 13,161 | 837 | (36,184) | (22,183) |
Beggning balance, shares at Dec. 31, 2021 | 33,918 | ||||
Share-based compensation expense | 4 | 4 | |||
Foreign currency translation adjustment, net of tax of $0 | (144) | (144) | |||
Net Income | (543) | (543) | |||
Ending balance, value at Mar. 31, 2022 | $ 3 | 13,165 | 693 | (36,727) | (22,866) |
Ending balance, shares at Mar. 31, 2022 | 33,918 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 3 | 13,161 | 837 | (36,184) | (22,183) |
Beggning balance, shares at Dec. 31, 2021 | 33,918 | ||||
Foreign currency translation adjustment, net of tax of $0 | 621 | ||||
Net Income | (1,399) | ||||
Ending balance, value at Jun. 30, 2022 | $ 3 | 13,210 | 1,458 | (37,583) | (22,912) |
Ending balance, shares at Jun. 30, 2022 | 34,168 | ||||
Beginning balance, value at Mar. 31, 2022 | $ 3 | 13,165 | 693 | (36,727) | (22,866) |
Beggning balance, shares at Mar. 31, 2022 | 33,918 | ||||
Share-based compensation expense | |||||
Beneficial conversion feature for senior secured convertible debenture – related party | |||||
Common stock and warrants issued for notes payable to related party from conversion of senior secured convertible debt – related party debt discount | |||||
Issuance of common stock | 45 | 45 | |||
Issuance of common stock, shares | 250 | ||||
Foreign currency translation adjustment, net of tax of $0 | 765 | 765 | |||
Net Income | (856) | (856) | |||
Ending balance, value at Jun. 30, 2022 | $ 3 | $ 13,210 | $ 1,458 | $ (37,583) | $ (22,912) |
Ending balance, shares at Jun. 30, 2022 | 34,168 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Deficit (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||||||||
Foreign currency translation adjustments, net of tax | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net income (loss) | $ (1,399,000) | $ 615,000 | $ (566,000) | $ 16,009,000 |
Less net income from discontinued operations | 171,000 | 171,000 | 4,264,000 | |
Net income (loss) from continuing operations | (1,399,000) | 444,000 | (737,000) | 11,745,000 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 0 | 4,000 | 4,000 | 59,000 |
Non-cash lease expense | 13,000 | 27,000 | 23,000 | |
Gain on the sale of fixed assets and investment property | (1,735,000) | |||
Share-based compensation | 31,000 | 122,000 | 23,000 | |
Cancellation of common stock | (15,000) | (11,000) | ||
Amortization of debt discount | 179,000 | 356,000 | 453,000 | |
Gain on debt extinguishment (PPP loan forgiveness) | (910,000) | |||
Deferred income taxes | (158,000) | 1,359,000 | 418,000 | |
Changes in operating assets and liabilities: | ||||
Deferred course expenses | 55,000 | 784,000 | 844,000 | 3,764,000 |
Prepaid expenses and other receivable | (73,000) | 248,000 | 559,000 | (446,000) |
Inventory | 9,000 | 34,000 | ||
Other assets | 37,000 | |||
Accounts payable-trade | (257,000) | (507,000) | 685,000 | 485,000 |
Royalties payable | (11,000) | (11,000) | (29,000) | |
Accrued course expenses | (70,000) | (25,000) | (191,000) | |
Accrued salaries, wages and benefits | 35,000 | (36,000) | 129,000 | (386,000) |
Operating lease liability | (6,000) | (13,000) | (27,000) | (20,000) |
Other accrued expenses | (97,000) | 672,000 | (1,503,000) | 1,823,000 |
Deferred revenue | (582,000) | (5,384,000) | (5,782,000) | (22,460,000) |
Net cash used in operating activities - continuing operations | (2,372,000) | (3,399,000) | (4,819,000) | (6,867,000) |
Net cash (used in) provided by operating activities - discontinued operations | (41,000) | (13,000) | (98,000) | |
Net cash used in operating activities | (2,372,000) | (3,440,000) | (4,832,000) | (6,965,000) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Proceeds from the sale of investment property | 391,000 | |||
Proceeds from sale 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 investing activities | 2,891,000 | |||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Principal payments on debt | (310,000) | (11,000) | (1,500,000) | |
Proceeds from issuance of debt | 2,900,000 | |||
Proceeds from paycheck protection program | 1,900,000 | 1,900,000 | ||
Proceeds from debentures with related parties | 700,000 | |||
Proceeds from debentures | 400,000 | 500,000 | ||
Issuance of common stock for stock option purchase | 13,000 | |||
Net cash provided by financing activities - continuing operations | 310,000 | 2,300,000 | 3,102,000 | 1,400,000 |
Net cash provided by financing activities - discontinued operations | ||||
Net cash provided by financing activities | 310,000 | 2,300,000 | 3,102,000 | 1,400,000 |
Effect of exchange rate differences on cash | 1,244,000 | 464,000 | (860,000) | |
Net decrease in cash and cash equivalents and restricted cash | (819,000) | (676,000) | (1,730,000) | (3,534,000) |
Cash and cash equivalents and restricted cash, beginning of period, including cash in discontinued operations | 950,000 | 2,680,000 | 2,680,000 | 6,214,000 |
Cash and cash equivalents and restricted cash, end of period | 132,000 | 2,004,000 | 950,000 | 2,680,000 |
Supplemental disclosures: | ||||
Cash paid during the period for interest | 5,000 | 3,000 | 214,000 | |
Cash received during the period for income taxes, net of tax payments | 5,000 | 100,000 | (52,000) | |
Supplemental disclosure of non-cash activity: | ||||
Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets/(decrease) of lease liability due to cancellation of leases | (1,000) | 13,000 | ||
Non-cash disposal of property | (363,000) | |||
Common stock and warrants issued from conversion of senior convertible debenture – related party | 355,000 | 355,000 | ||
Initial recognition of beneficial conversion feature for senior secured convertible debt - related party | 396,000 | 896,000 | ||
Note payable issued for insurance policy financing | 26,000 | |||
Principal payments on debt | $ 310,000 | $ 11,000 | $ 1,500,000 |
Business Description and Basis
Business Description and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Business Description and Basis of Presentation | Note 1- Business Description and Basis of Presentation 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, 2021, we marketed our products and services under Building Wealth with Legacy TM R 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 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. Our operations have traditionally 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 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. Due to the continuing COVID-19 pandemic, the Company temporarily suspended live in-person events in December 2021 to assess the strategic plan and will continue the temporary suspension into fiscal year 2022. 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 ● Homemade Investor by Tarek El Moussa TM Homemade Investor by Tarek El Moussa TM Building Wealth with Legacy TM Merger Basis of Presentation. Discontinued Operations Reclassification. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Significant Accounting Policies | Note 1 - General Significant Accounting Policies 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 training courses, forums, telephone mentoring, one-on-one mentoring, coaching and e-learning. During the six months ended June 30, 2022, we marketed our products and services under our Building Wealth with Legacy TM Building Wealth with Legacy TM Homemade Investor by Tarek El Moussa 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 associated fee. We recognize revenue immediately when we sell our (i) proprietary products delivered at time of sale and (ii) third party product 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 three days in length, on site or remotely 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. 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. Due to the COVID-19 pandemic, and the resulting worldwide restrictions on travel and social distancing, we have temporarily suspended live events and shifted to online live training and on-demand training to our students. Historically, our operations have been managed through three operating segments: (i) North America, (ii) United Kingdom, and (iii) Other Foreign Markets. 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, 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, 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, 2021 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 six months ended June 30, 2022 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. At June 30, 2022 and December 31, 2021, 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 June 30, December 31, 2022 2021 (in thousands) Cash and cash equivalents $ 20 $ 576 Restricted cash 112 374 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 132 $ 950 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 included 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 2- Significant Accounting Policies Going Concern . The accompanying consolidated financial statements and notes have been prepared assuming we will continue as a going concern. For the years ended December 31, 2021 and December 31, 2020, respectively, we had an accumulated deficit and a working capital deficit. 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 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, 2021 2020 (in thousands) Cash and cash equivalents $ 576 $ 1,500 Restricted cash 374 1,180 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 950 $ 2,680 Financial Instruments Inventory Property, equipment and Impairment of long-lived assets Schedule of Estimated Useful Lives of Assets Building 40 years Residential rental properties 27.5 Furniture, fixtures and equipment 3 7 years Purchased software 3 years Residential rental properties generate monthly income from individual tenants. Income from these properties is recognized and included in other income. We no longer have any residential rental properties as these were transferred to the administrators in the UK in December 2020 (See Note 5- Property and Equipment 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 thousand and recognized a gain of $ 33.1 thousand, within Other income in the Consolidated Statements of Operations and Comprehensive Income. The proceeds were held in escrow until December 8, 2020, when they used to pay the joint liquidators of LEA UK as payment of intercompany debts (see “Litigation” “Commitments and Contingencies” 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 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 $ 4.4 10.4 The following tables disaggregate our segment revenue by revenue source: Schedule of Segment Revenue Revenue Type: North America U.K. Other foreign markets Total Consolidated Revenue North America U.K. Other foreign markets Total Consolidated Revenue Years Ended December 31, 2021 Years Ended December 31, 2020 Revenue Type: North America U.K. Other foreign markets Total Consolidated Revenue North America U.K. Other foreign markets Total Consolidated Revenue (In thousands) (In thousands) Seminars $ 4,564 $ 880 $ - $ 5,444 $ 16,353 $ 245 $ 1,406 $ 18,004 Products 199 - - 199 478 - - 478 Coaching and Mentoring - - - - 1,050 - 3 1,053 Online and Subscription 76 - - 76 1,421 - 40 1,461 Other 182 1,809 - 1,991 4,294 601 23 4,918 Total revenue $ 5,021 $ 2,689 $ - $ 7,710 $ 23,596 $ 846 $ 1,472 $ 25,914 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 . We account for share-based awards under the provisions of ASC 718, “ Compensation-Stock Compensation Share-Based Compensation Comprehensive income Discontinued operations . ASC 205-20-45, “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 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 2021, the FASB issued ASU 2021-04, “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. |
Concentration Risk
Concentration Risk | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 June 30, 2022 and December 31, 2021, including foreign subsidiaries, without FDIC coverage were $ 0.03 0.04 Revenue. Historically, 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 and six months ended June 30, 2022, there was no revenue from Rich Dad brands. For the three months ended June 30, 2021, Rich Dad brands provided 67.59 59.6 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. | 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, 2021 and 2020, including foreign subsidiaries, without FDIC coverage was $ 0.0 0.8 Revenue A significant portion of our revenue was derived from the Rich Dad brands. For the years ended December 31, 2021 and 2020, Rich Dad brands provided 55.8% and 70.7% , respectively, of our revenue. In addition, we have operations in North America, United Kingdom and Other foreign markets (See Note 15 “ 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. |
Discontinued Operations
Discontinued Operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 11, 2022, the proof of debt was rejected by the Liquidator of Legacy UK and extended twenty-one days from the receipt of the notice to provide additional documentation supporting the claim to the Court of England. The additional information was submitted to the Liquidators on March 21, 2022. 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. We did not receive any proceeds from the sale of Legacy UK. Further details, including the resolution of claims and liabilities, and other information regarding the administration may not be forthcoming for several months. The impact of this transaction is reflected as a discontinued operation in the consolidated financial statements. We are awaiting outcome from the meeting of the Creditors on March 25, 2022. The major classes of assets and liabilities of the entities classified as discontinued operations were as follows: Schedule of Discontinued Operations Income Statement June 30, December 31, 2022 2021 (in thousands) Major classes of assets Cash and cash equivalents $ — $ — Deferred course expenses — — Discontinued operations-current assets — — Other assets 32 33 Total major classes of assets - discontinued operations $ 32 $ 33 Major classes of liabilities Accounts payable $ 3,350 $ 3,638 Accrued course expenses 528 587 Other accrued expenses 1,906 439 Deferred revenue 5,018 5,181 Total major classes of liabilities - discontinued operations $ 10,802 $ 9,845 The financial results of the discontinued operations are as follows: Six Months Ended 2022 2021 (in thousands) Revenue $ - $ 40 Total operating costs and expenses - 907 (Loss) Income from discontinued operations - (867 ) Other expense, net - (80 ) Income tax benefit - 1,118 Net income from discontinued operations $ - $ 171 | 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 11, 2022, the proof of debt was rejected by the Liquidator of Legacy UK and extended twenty-one days from the receipt of the notice to provide additional documentation supporting the claim to the Court of England. The additional information was submitted to the Liquidators on March 21, 2022. 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. We did not receive any proceeds from the sale of Legacy UK. Further details, including the resolution of claims and liabilities, and other information regarding the administration may not be forthcoming for several months. The impact of this transaction is reflected as a discontinued operation in the consolidated financial statements. A meeting of the Creditors deemed the decision date is scheduled for March 25, 2022. The major classes of assets and liabilities of the entities classified as discontinued operations were as follows: Schedule of Discontinued Operations Income Statement December 31, 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 $ 3,638 $ 3,698 Accrued course expenses 587 593 Other accrued expenses 439 1,582 Deferred revenue 5,181 5,413 Total major classes of liabilities - discontinued operations $ 9,845 $ 11,286 The financial results of the discontinued operations are as follows: 2021 2020 Years Ended December 31, 2021 2020 (in thousands) Revenue $ 40 $ 8,247 Total operating costs and expenses 907 2,910 Income (loss) from discontinued operations (867 ) 5,337 Other income (expense), net (80 ) 2 Income tax benefit (expense) 1,118 (1,075 ) Net income from discontinued operations $ 171 $ 4,264 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
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 2021 2020 As of December 31, 2021 2020 Land $ - $ - Building and residential properties - - Software - - Equipment 234 234 Furniture and fixtures - - Building and leasehold improvements - - Property and equipment 234 234 Less: accumulated depreciation (234 ) (230 ) Property and equipment, net $ - $ 4 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 thousand ($ 363 thousand). We recorded a gain of £ 96 thousand ($ 126 thousand) in other income in the Consolidated Statement of Operations and Comprehensive Income for the year ended December 31, 2020. 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 the property and equipment in each of the years ended December 31, 2021 and 2020 was $ 4.0 59.0 |
Short-Term and Long-Term Debt
Short-Term and Long-Term Debt | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 June 30, 2022 As of December 31, 2021 Senior Secured Convertible Debenture 500 $ 500 EDIL Loan 200 Debt Discount (417 ) (467 ) Senior Secured Convertible Debenture, net 283 33 Paycheck Protection Program loan 1,000 1,000 Paycheck Protection Program loan 2 1,900 1,900 IPFS Insurance Premium Note Payable 1 11 Total debt 3,184 2,944 Less current portion of long-term debt (344 ) (1,011 ) Total long-term debt, net of current portion $ 2,840 $ 1,933 Short-term related party debt: Schedule of Short-term Related Party Debt (in thousands) As of June 30, 2022 As of December 31, 2021 Senior Secured Convertible Debenture - related party $ 506 $ 346 Debt Discount-related party (114 ) (204 ) Senior Secured Convertible Debenture - related party, net $ 392 $ 142 The following is a summary of scheduled debt maturities by year (in thousands): Schedule of Debt Maturities 2022 $ 1,393 2023 — 2024 — 2025 — 2026 2,183 Thereafter — Total debt $ 3,576 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 17 equal monthly payments 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 April 24, 2022 60 1.0 29 2.5 0.0 Senior Secured Convertible Debenture and Exercise of Conversion Rights. On March 8, 2021, the Company issued a $ 375 10 0.05 0.05 March 8, 2026 625 4 375 314 61 The aggregate number of shares issuable upon conversion of the LTP Debenture and upon the exercise of the “LTP 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 “LTP Warrants. At the Annual Meeting of Stockholders of the Company held on July 2, 2021, the stockholders approved the future issuance of shares to LTP upon conversion under the LTP Debenture in excess of the 19.9% limitation, but no such shares have been issued 330 6.6 “Stock Warrants” 0.155 375 375 14 0.0 On August 27, 2021, the Company amended the terms of the LTP Debenture to reduce LTP’s maximum funding obligation from $ 1 675 300 100 300 200 228 57 0.0 On March 8, 2022, the Company defaulted on the March 8, 2021, LTP Debenture in the remaining amount left unconverted of $ 46 9 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 60 1.9 Debenture, Warrant and Guaranty Agreements, and Exercise of Conversion Rights. On May 4, 2021, the Company issued a 10% Subordinated Secured Convertible Debenture (“Subordinated Debenture”) in the principal amount of $ 25 10 0.05 0.05 May 4, 2026 19.9 25 500 “Stock Warrants” Senior Secured Convertible Debenture, Advisory Agreement, and Intercreditor Agreement On August 27, 2021, the Company issued a $ 500 10 August 27, 2026 0.05 0.05 August 27, 2026 0.10 500 500 25 0.0 485.2 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. The Company received a “Notice of Breach and Obligation to Cure to Avoid Event of Default” from GLD dated May 11, 2022 (the “Notice”). Pursuant to the Notice, GLD informed the Company of certain alleged breaches of the terms of the GLD Debenture by the Company, and that the Company has 30 days to cure or GLD would consider an event of default under the GLD Debenture to have occurred. See Note 15 – Forbearance Agreement, for further information on the GLD Debenture. 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 4.0 Economic Injury Disaster Loan On April 25, 2022, the Company executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under is Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the business operations. Pursuant to that certain Loan Authorization and Agreement (the “SBA Loan Agreement”), the principal amount of the EIDL Loan was $ 200,000 3.75 1 30 Convertible Promissory Note On May 17, 2022 the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) and issued and sold to TLC Management & Consulting LLC (the “Investor”), a Convertible Promissory Note (the “May Note”) in the principal amount of $ 110,000 10,000 100 The maturity date of the May Note is 12 months from the issue date with an option to extend for up to 6 months in the sole discretion of the Company, and is the date upon which the principal sum as well as interest and other fees, shall be due and payable. The May Note bears interest commencing on May 17, 2022 at a fixed rate of 6 The Company intends to use the net proceeds from the sale of the May Note for business development, including for acquisitions, general corporate and working capital. The then outstanding and unpaid principal and interest shall be converted into fully paid and non-assessable shares of Company common stock on the 10 th 20 The Company may prepay the May Note, provided that it shall pay an amount in cash equal to the sum of 110 The May Note contains customary events of default for a transaction such as the May Loan which entitle the Investor, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the May Note. Any principal and interest on the May Note which is not paid when due shall bear interest at the rate of the lesser of (i) 12 Pursuant to the Purchase Agreement, the Company granted to the Investor registration rights whereby the Company shall register for resale all of the common stock underlying the May Note and May Warrant, as set forth on Exhibit C to the Purchase Agreement. The May Warrant has an exercise price of 125 The exercise of the May Warrant is subject to a beneficial ownership limitation of 4.99 10% Convertible Debenture On June 9, 2022, Legacy Education Alliance, Inc. (the “Company”) borrowed $ 50,000 10 4,950,000 ABCImpact is a newly-formed entity in which an affiliate of Barry Kostiner, the Company’s Chief Executive Officer and sole director, has a non-controlling passive interest. The maturity date of the June Debenture is the earlier of 12 months from the issue date and the date of a Liquidity Event (as defined in the June Debenture), and is the date upon which the principal and interest shall be due and payable. The June Debenture bears interest at a fixed rate of 10 18 The Company intends to use the net proceeds from the June Loan for general corporate purposes and working capital. The then outstanding and unpaid principal and interest shall be converted into shares of Company common stock and an equal number of common stock purchase warrants at the option of ABCImpact, at a conversion price per share of $ 0.05 4.99 9.99% The Company may not prepay the Note without the prior written consent of ABCImpact. The Note contains customary events of default for a transaction such as the June Loan. If any event of default occurs, the outstanding principal amount under the June Debenture, plus accrued but unpaid interest, liquidated damages and other amounts owing through the date of acceleration, shall become, at ABCImpact’s election, immediately due and payable in cash at the Mandatory Default Amount. “Mandatory Default Amount” means the sum of (a) the greater of (i) the outstanding principal amount of the June Debenture, plus all accrued and unpaid interest, divided by the conversion price on the date the Mandatory Default Amount is either (A) demanded or otherwise due or (B) paid in full, whichever has a lower conversion price, multiplied by the VWAP (as defined in the June Debenture) on the date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP, or (ii) 130% of the outstanding principal amount of the June Debenture, plus 100% of accrued and unpaid interest hereon, and (b) all other amounts, costs, expenses and liquidated damages due in respect of the June Debenture The Warrant has an exercise price per share of $ 0.05 five years The exercise of the Warrant is subject to a beneficial ownership limitation of 4.99 9.99% The shares underlying the June Debenture and the Warrants have “piggy-back” registration rights afforded to them. | Note 6 - Short-Term and Long-Term Debt Schedule of Short-term and Long-term Debt (in thousands) As of December 31, 2021 As of December 31, 2020 Senior Secured Convertible Debenture 500 Debt Discount (467 ) - EDIL Loan Senior Secured Convertible Debenture, net 33 - Paycheck Protection Program loan 1,000 1,900 Paycheck Protection Program loan 2 1,900 - IPFS Insurance Premium Note Payable 11 - Total debt 2,944 1,900 Less current portion of long-term debt (1,011 ) - Total long-term debt, net of current portion $ 1,933 $ 1,900 Short-term related party debt: Schedule of Short-term Related Party Debt (in thousands) As of December 31, 2021 As of December 31, 2020 Senior Secured Convertible Debenture - related party $ 346 $ - Debt Discount-related party (204 ) Senior Secured Convertible Debenture - related party, net 142 $ - The following is a summary of scheduled debt maturities by year (in thousands): Schedule of Debt Maturities - 2022 $ 1,153 2023 - 2024 - 2025 - - 2026 1,933 Thereafter - Total debt $ 3,086 On September 13, 2018, we entered into a Promissory Note and Mortgage and Security Agreement pursuant to which we borrowed the principal amount of $ 500 459,269 500 12% 30% 12% 30% 12% 30% 1.0 396.7 500 12% 2.5 1.24 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 April 24, 2022 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 April 24, 2022 2.5 Senior Secured Convertible Debenture and Exercise of Conversion Rights. On March 8, 2021, the Company issued a $ 375 thousand Senior Secured Convertible Debenture (“LTP Debenture”) to Legacy Tech Partners, LLC (“LTP”), a related party. The LTP 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 LTP 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”). Under the term of the original LTP Debenture, LTP had 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 of $ 61 thousand, which are included in our consolidated statement of operations for the nine months ended September 30, 2021. The LTP 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 LTP Debenture and granted LTP a lien on all assets of such subsidiaries. The proceeds from the LTP Debenture were used to extinguish liabilities of the Company and to fund the development of the Education Technology (EdTech) business. The Warrants will not be listed for trading on any national securities exchange. The Warrants and the shares issuable upon conversion of the LTP 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 LTP 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. At the Annual Meeting of Stockholders of the Company held on July 2, 2021, the stockholders approved the future issuance of shares to LTP upon conversion under the LTP Debenture in excess of the 19.9 % limitation, but no such shares have been issued. On May 4, 2021, LTP exercised its conversion rights with respect to $ 330 thousand of the outstanding principal at the Conversion Price resulting in the issuance of 6.6 million shares of Common Stock to LTP. In addition, an equal number of warrants were issued on June 11, 2021 (see Note 7 - “Stock Warrants” 0.155 per common share, resulting in the recognition of debt discount and additional paid-in capital of $ 375 thousand, respectively, within the consolidated balance sheet for the year ended December 31, 2021, which represents the intrinsic value of the conversion option. The Company evaluated the convertible debenture under ASC 470-20 and recognized a debt discount of $ 375 thousand related to the beneficial conversion feature during the year ended December 31, 2021, with a corresponding credit to additional paid-in capital. The related amortization of the debt discount to interest expense for year ended December 31, 2021, amounted to $ 361 thousand. On August 27, 2021, the Company amended the terms of the LTP Debenture to reduce LTP’s maximum funding obligation from $ 1 675 300 100 300 200 228 38 On March 8, 2022, the Company defaulted on the March 8, 2021 LTP Debenture in the remaining amount left unconverted of $ 46 9 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% 60 months 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% Subordinated Secured Convertible Debenture (“Subordinated Debenture”) in the principal amount of $ 25 thousand to Michel Botbol, the Company’s Chairman and Chief Executive Officer. The Subordinated Debenture called for interest at a rate of 10 % and would have been due on the earlier of the occurrence of certain liquidity events with respect to the Company and May 4, 2022. The Subordinated Debenture was convertible at any time after the issuance date into shares of the Company’s Common Stock (the “Conversion Shares”) at a price equal to $ 0.05 per share (“Conversion Price”). Together with each Conversion Share, a warrant would be issued with a strike price of $ 0.05 per share and an expiration date of May 4, 2026 (the “Warrants”). Mr. Botbol also had the option to extend the maturity date of the loan for a term not to exceed four years from the original maturity date of that loan. The Subordinated Debenture is secured by a lien on all the Company’s assets subordinated to the lien granted to Legacy Tech Partners, LLC (“LTP”). The Company’s U.S. subsidiaries are required to enter into Guaranties in favor of Botbol under which such subsidiaries guaranteed the Company’s obligations under the Debenture and granted Botbol a lien on all assets of such subsidiaries subject to the lien held by LTP. The use of proceeds from the Debenture was to extinguish liabilities of the Company and to fund working capital, general corporate purposes and the development of administrative functions. 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. On May 4, 2021, Mr. Botbol exercised his conversion rights with respect to the entire $ 25 thousand of outstanding principal at the Conversion Price resulting in the issuance of 500 thousand shares of Common Stock to him. In addition, an equal number of warrants were issued on May 4, 2021 (see Note 7 - “Stock Warrants” 21 thousand. 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”). Senior Secured Convertible Debenture, Advisory Agreement, and Intercreditor Agreement On August 27, 2021, the Company issued a $ 500 thousand Senior Secured Convertible Debenture (GLD “Debenture”) to GLD Legacy Holdings, LLC, (GLD). The GLD 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 or August 27, 2026 . The GLD 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 August 27, 2026 (the “Warrants”). The cash receipt date, August 27, 2021, was used for the market value of stock on measurement date, at $ 0.10 per common share, resulting in the recognition of debt discount and additional paid-in capital of $ 500 thousand, respectively, within the consolidated balance sheet for the year ended December 31, 2021, which represents the intrinsic value of the conversion option. The Company evaluated the convertible debenture under ASC 470-20 and recognized a debt discount of $ 500 thousand related to the beneficial conversion feature during the year ended December 31, 2021, with a corresponding credit to additional paid-in capital. The related amortization of the debt discount to interest expense for the year ended December 31, 2021, amounted to $ 33.3 thousand. Net proceeds were $ 485.2 thousand after legal fees and transaction expenses of $ 14.8 thousand, which are included in our consolidated statement of operations for the year ended December 31, 2021. GLD has an option to lend the Company an additional $ 500 thousand under the same terms prior to December 31, 2023. The GLD Debenture is secured by a lien on all the Company’s assets. The Company’s U.S. subsidiaries entered into Guaranties on August 27, 2021, in favor of GLD under which such subsidiaries guaranteed the Company’s obligations under the GLD Debenture and granted GLD a lien on all assets of such subsidiaries. The proceeds from the GLD Debenture were used for working capital for the development of the Company’s Legacy EdTech business and for working capital for the operation of the Company’s seminar 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. Under the terms of the GLD Debenture, and until all of the obligations of the Company under the GLD Debenture have been paid in full, GLD may appoint one member to the Board of Directors of the Company, subject to the review and approval of the GLD appointed candidate by the Nominating and Governance Committee of the Company. In lieu of cash compensation, the GLD appointed director will receive a grant of 150,000 restricted shares of Common Stock of the Company upon appointment to the Board. 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 10 months 11 |
Stock Warrants
Stock Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 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 6,583,500 10 330,000 “Short-Term and Long-Term Debt” 0.05 A summary of the warrant activities for the six months ended June 30, 2022, is as follows: Schedule of Warrant Activities Warrants Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term in Years Aggregate Intrinsic Value (in 000’s) 1 Balance as of January 1, 2021 - - - - Granted 7,083,500 $ 0.05 - - Balance as of December 31, 2021 7,083,500 $ 0.05 4.3 259 Exercisable as of June 30, 2021 7,083,500 $ 0.05 4.1 259 1 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 0.0866 | Note 7 - Stock Warrants On May 4, 2021, the Company issued 500,000 warrants to M. Botbol, a related party, in connection with conversion of a 10 % subordinated convertible debenture in the amount of $ 25,000 (see Note 6 - “Short-Term and Long-Term Debt” 0.05 per share at any time on or after the inception date, May 4, 2021, through May 4, 2026, the expiration date. The warrants will not be listed for trading on any national securities exchange. On June 11, 2021, the Company issued 6,583,500 warrants to Legacy Tech Partners, LLC (LTP), a related party, in connection with conversion of a 10% subordinated convertible debenture in the amount of $ 330,000 of outstanding principal (see Note 6 - “Short-Term and Long-Term Debt” 0.05 per share at any time on or after the inception date, June 11, 2021, through March 8, 2026, the expiration date. The warrants are not listed for trading on any national securities exchange. A summary of the warrant activities for the year ended December 31, 2021, is as follows: Schedule of Warrant Activities Warrants Outstanding Number of Weighted Weighted Aggregate 1 Balance as of January 1, 2021 - - - - Granted 7,083,500 $ 0.05 - - Balance as of December 31, 2021 7,083,500 $ 0.05 4.3 79 Exercisable as of December 31, 2021 7,083,500 $ 0.05 4.3 79 1 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 0.0612 |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 $ 49.6 31.0 45.40 31.0 On May 5, 2022, pursuant to the 2015 Incentive Plan, we granted 250,000 0.165 41.3 | Note 8- 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, 2021, pursuant to the 2015 Incentive Plan, we awarded 550,000 shares of restricted stock to the independent members of the Board of Directors, which are subject to a two-year cliff vesting. The grant date price per share was $ 0.06 for a total grant date fair value of $ 34.7 thousand. In addition, we granted 1,735,000 shares of restricted stock to employees, which are subject to three-year cliff vesting. During the year ended December 31, 2021, 945,000 restricted employee shares were forfeited. The grant price per share was $ .06 for a total fair grant value of $ 49.8 thousand. We also granted 100,000 shares each of restricted stock to three external consultants for a total of 300,000 shares, which were fully vested at a grant date. The grant date price per share was $ 0.06 for a total grant date fair value of $ 6.3 thousand. We granted another 315,000 shares of restricted stock to an external consultant, which were fully vested at the grant date. The grant date price per share $ .10 for a total grant date fair value of $ 31.5 thousand. During the year ended December 31, 2020, pursuant to the 2015 Incentive Plan, we awarded 80,000 0.10 8.0 100,000 100,000 0.07 7.0 The following table reflects the activity of the restricted shares: Schedule of Restricted Shares Activities Restricted Stock Activity (in thousands) Number of shares Weighted average grant date value 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 Granted 2,900 0.07 Forfeited (945 ) 0.06 Vested (1,257 ) 0.08 Unvested at December 31, 2021 790 $ 0.06 Compensation Expense and Related Valuation Techniques We account for share-based awards under the provisions of ASC 718, “Share-Based Payment,” 50 10 2.3 Our stock-based compensation expense was $ 122 23 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Note 9- 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 $ 55.0 0.1 |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 9 - Income Taxes We recorded income tax benefit of $ 0 and $ 131 thousand for the three months ended June 30, 2022 and 2021, respectively. We recorded income tax benefit of $ 136 thousand for and expense of $ (915) 0 % and 22.8% for the three months ended June 30, 2022 and 2021 and 38 % and 67 % for the six months ended June 30, 2022 and 2021, respectively. Our effective tax rates differed from the U.S. statutory corporate tax rate of 21 % primarily because of our reduced operations while also recognizing revenues from the expiration of student contracts. 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 June 30, 2022 and December 31, 2021, we retained a valuation allowance of $ 3.5 3.5 During the six months ended June 30, 2022 and 2021, 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 $ 0.3 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 2019 are subject to examination by the Internal Revenue Service. Our state tax returns for all years after 2019 or 2018, 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 2015 are subject to examination. | Note 10- 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 2021 2020 Years ended December 31, 2021 2020 Income/(loss) from continuing operations before income taxes: U.S. $ (1,211 ) $ 12,367 Non-U.S. 1,190 2,261 Total income/(loss) from continuing operations before income taxes: $ (21 ) $ 14,628 Provision (benefit) for taxes: Current: Federal $ (887 ) $ 2,037 State 244 347 Non-U.S. - 81 Total current (643 ) 2,465 Deferred: Federal 1,139 126 State 220 5 Non-U.S. - 287 Total deferred 1,359 418 Noncurrent Federal - - State - - Non-U.S. - - Total noncurrent - - Total income tax expense $ 716 $ 2,883 Effective income tax rate (3,409.5 )% 19.7 % 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 in Tax Provision 2021 2020 Years ended December 31, 2021 2020 Computed expected federal tax benefit (expense) $ (4 ) $ 3,072 (Decrease) Increase in valuation allowance - (1,098 ) State income, net of federal benefit 367 278 Non-U.S. income taxed at different rates (196 ) 322 Intercompany Gain 738 - Unrecognized tax benefits - 309 Other (189 ) - Income tax expense $ 716 $ 2,883 We recorded income tax expense of $ 0.7 million and $ 2.9 million for the years ended December 31, 2021 and 2020, respectively, a $ 2.2 million decrease in income tax expense. 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, 2021 and 2020 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 2021 2020 As of December 31, 2021 2020 Deferred tax assets: Net operating losses $ 136 $ 1,357 Depreciation - (1 ) Valuation allowance - (1,331 ) Total deferred tax assets $ 136 $ 25 Deferred tax liabilities: Deferred course expenses $ (34 ) $ - Intercompany Debts (1,595 ) - Total deferred tax liabilities (1,629 ) (159 ) Net deferred tax asset (liability) $ (1,493 ) $ (134 ) We have retained a full valuation allowances of $ 3.5 3.6 We had zero balance of federal net operating loss carryforwards as of December 31, 2021 and 2020. As of December 31, 2021, and 2020, we had approximately $ 15.1 million and $ 16.5 million of foreign net operating loss carryforwards, respectively, and approximately $ 2.9 million and $ 0.3 million of state net operating loss carryforwards, respectively. The foreign loss carryforwards begin to expire in 2027 and the state net operating loss carryforwards begin to expire in 2038. 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, 2021 2020 Unrecognized tax benefits - January 1 $ 309 $ 309 Gross increases - tax positions in prior period - - Gross decreases - tax positions in prior period - - Unrecognized tax benefits - December 31 $ 309 $ 309 The total liability for unrecognized tax benefits at December 31, 2021, is included in other liabilities in the Consolidated Balance Sheets. The total liability for unrecognized tax benefits at December 31, 2021 and 2020, are as follows: Schedule of Liability for Unrecognized Tax Benefits 2021 2020 As of December 31, 2021 2020 Reduction of net operating loss carryforwards $ - $ - Noncurrent tax liability (reflected in Other long-term liabilities) 309 309 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 In response to the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law on March 27, 2020. The CARES Act included several provisions that provide economic relief for individuals and businesses. The CARES Act, among other things, included tax provisions relating to refundable payroll tax credits, the deferral of employer’s social security payments, and modifications to net operating loss carryback provisions. On December 27, 2020, the Consolidated Appropriations Act of 2021 (the “CAA”), which includes the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act and the American Rescue Plan Act of 2021,was signed into law and provided further COVID-19 economic relief with an expansion of the employee retention credit. In March 2021, the Internal Revenue Service (“IRS”) released Notice 2021-20, which retroactively eliminated the restriction that prevented employers who received a PPP loan from qualifying for the Employee Retention Credit (“ERC”), which is a refundable tax credit against certain employment taxes. Upon determination that the employer has complied with all of the conditions required to receive the credit, a receivable is recognized, and the credit reduces payroll expense. In connection with the CARES Act, the Company adopted a policy to recognize the employee retention credit when earned. For the year ended December 31, 2021, we determined that we qualify for the employee retention credit as it relates to wages paid during the twelve months ended December 31, 2020, as well as wages paid during the first, second, and third fiscal quarters of 2021. As a result, we recorded a net benefit of $ 292 292 201 |
Certain Relationships and Relat
Certain Relationships and Related Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Certain Relationships and Related Transactions | Note 11- 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. In November 2020, we suspended conducting Homemade Investor by Tarek El Moussa We do not expect to generate significant revenues under this license going forward as we continue to fulfill student contracts. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2021 | |
Capital Stock | |
Capital Stock | Note 12- 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, 2021, 33,917,697 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 approved an 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 approved an 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, as Rights Agent, 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. On November 18, 2021, the Company entered into a Stock Purchase and Option Agreement (the “Purchase Agreement”) with Mayer and Associates, LLC 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 $ .0001 per share and (ii) in exchange for an aggregate purchase price of $ 13,840 , an option to purchase, from time to time, up to an additional 138,400,000 shares of common stock. 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. Mayer’s option to purchase the option shares shall expire on November 18, 2023. Mayer’s right to acquire any of the option shares is subject to limitation so that no time may Mayer beneficially on more than 4.99% (or 9.99% under certain circumstances) of the total issued and outstanding shares of Company’s 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. The issuance of the purchase shares and proposed issuance of the option shares have not been registered under the Securities Act of 1933 (The “Securities Act”) in reliance on the exemption. Preferred Stock As of December 31, 2021 and 2020, 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. |
Earnings Per Share (_EPS_)
Earnings Per Share (“EPS”) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 790,000 1,871,396 790,000 986,365 The calculations of basic and diluted EPS are as follows: Schedule of Calculations of Basic and Diluted EPS Six Months Ended June 30, 2022 Six Months Ended June 30, 2021 Net Loss Weighted Average Shares Outstanding Loss Per Share Net Income Weighted Average Shares Outstanding Earnings Per Share (in thousands, except per share data) (in thousands, except per share data) Basic: As reported $ (1,399 ) 34,168 $ (0.04 ) $ 615 25,142 Amounts allocated to unvested restricted shares and warrants — — (24 ) (986 ) Amounts available to common stockholders $ (1,399 ) 34,168 $ (0.04 ) $ 591 24,156 $ 0.02 Diluted: Amounts allocated to unvested restricted shares — — 25 986 Stock warrants — — — 4,006 Shares of common stock to be issued for convertible note — — — — Incremental shares to be issued for convertible note – related party 13 900 Amounts reallocated to unvested restricted shares — — (25 ) — Amounts available to stockholders and assumed conversions $ (1,399 ) 34,168 $ (0.04 ) $ 604 30,048 $ 0.02 | Note 13- 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 1,448,992 153,612 Weighted average unvested restricted stock awards outstanding for the year ended December 31, 2021 were not included in the computation of our diluted EPS, as inclusion would have been anti-dilutive, however for the year ended December 31, 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 Years Ended December 31, 2021 Years Ended December 31, 2020 Net Loss Weighted Average Shares Outstanding Loss Per Share Net Income Weighted Average Shares Outstanding Earnings Per Share (in thousands, except per share data) (in thousands, except per share data) Basic: As reported $ (566 ) 29,187 - $ 16,009 23,230 - Amounts allocated to unvested restricted shares and warrants - - (106 ) (154 ) Amounts available to common stockholders $ (566 ) 29,187 $ (0.02 ) $ 15,903 23,076 $ 0.69 Diluted: Amounts allocated to unvested restricted shares - - 106 154 Stock warrants - - - - Incremental shares to be issued for convertible note - related party - - - - Amounts reallocated to unvested restricted shares - - (107 ) - Amounts available to stockholders and assumed conversions $ (566 ) 29,187 $ (0.02 ) $ 15,902 23,230 $ 0.69 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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). For the three-month ended June 30, 2022, the Company has the derivative liabilities measured at fair value on a recurring basis which are valued at level 3 measurement. At December 31, 2021, 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 14- 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). The Company does 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, 2021 and 2020. Financial Instruments |
Segment Information
Segment Information | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 historically have included: (i) North America, (ii) United Kingdom, and (iii) Other Foreign Markets. We no longer operate in the Other Foreign Markets segment. 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 Six Months Ended June 30, 2022 2021 As a percentage of total revenue North America 100.0 % 55.0 % U.K. 0.0 % 45.0 % Other foreign markets — % - % Total consolidated revenue 100.0 % 100.0 % Operating results for the segments are as follows: Schedule of Operating Results for Segments Six Months Ended June 30, 2022 2021 (In thousands) Segment revenue North America $ 354 $ 3,293 U.K. - 2,689 Other foreign markets — - Total consolidated revenue $ 354 $ 5,982 Six Months Ended June 30, 2022 2021 (In thousands) Segment gross profit contribution * North America * $ 7 $ 1,935 U.K. * 1 2,209 Other foreign markets * — - Total consolidated gross profit * $ 8 $ 4,144 * Segment gross profit is calculated as revenue less direct course expenses, advertising and sales expenses and royalty expenses. Schedule of Depreciation and Amortization Expenses Six Months Ended June 30, 2022 2021 (In thousands) Depreciation and amortization expenses North America $ - $ 2 U.K. $ - 2 Other foreign markets — - Total consolidated depreciation and amortization expenses $ - $ 4 Schedule of Segment Identifiable Assets June 30, December 31, 2022 2021 (In thousands) Segment identifiable assets North America $ 400 1348 U.K. $ 93 126 Other foreign markets $ 171 175 Total consolidated identifiable assets $ 664 $ 1,649 | Note 15- 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 Years Ended December 31, As a percentage of total revenue 2021 2020 North America 65.1 % 91.1 % U.K. 34.9 % 3.3 % Other foreign markets - % 5.6 % Total consolidated revenue 100.0 % 100.0 % Operating results for the segments are as follows: Schedule of Operating Results for Segments Years Ended December 31, 2021 2020 Segment revenue (In thousands) North America $ 5,021 $ 23,596 U.K. 2,689 846 Other foreign markets - 1,472 Total consolidated revenue $ 7,710 $ 25,914 Years Ended December 31, 2021 2020 Segment gross profit contribution * (In thousands) North America $ 1,586 $ 15,631 U.K. 2,194 802 Other foreign markets - 1,319 Total consolidated gross profit $ 3,780 $ 17,752 * Segment gross profit is calculated as revenue less direct course expenses, advertising and sales expenses and royalty expense. Schedule of Depreciation and Amortization Expenses Years Ended December 31, 2021 2020 Depreciation and amortization expenses (In thousands) North America $ 2 $ 45 U.K. 2 14 Other foreign markets - - Total consolidated depreciation and amortization expenses $ 4 $ 59 Schedule of Segment Identifiable Assets December 31, December 31, 2021 2020 Segment identifiable assets (In thousands) North America $ 1,348 $ 3,834 U.K. 126 1,266 Other foreign markets 175 192 Total consolidated identifiable assets $ 1,649 $ 5,292 Our long-lived assets in the U.S. were approximately $ 4.0 no no |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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. There were no Purchase commitments 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 60 340 60 160 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 461,459.70 392,761.70 68,698 Other Legal Proceedings. In the Matter of Elite Legacy Education UK Ltd., Proposal for a Company Voluntary Arrangement Mr. Kostiner, our Chairman, Chief Executive Officer, and Interim Principal Financial and Accounting Officer is a named defendant in three legal proceedings which are described below. In Re Argon Credit, LLC, et al., Debtors On December 16, 2016, Argon Credit, LLC and Argon X, LLC (collectively the “Debtors”) filed petitions for relief under chapter 11 of title 11 of the United States Code. On January 11, 2017, Debtors’ bankruptcy cases were converted to chapter 7 cases. On December 14, 2018, the chapter 7 trustee filed an adversary proceeding as case number 18-ap-00948 (the “Bankruptcy Complaint”) against multiple defendants, including Barry Kostiner, asserting claims for aiding and abetting breach of fiduciary duty. As to Mr. Kostiner, the Bankruptcy Complaint alleged that, while an employee of the Debtor, he aided and abetted the former CEO of Argon Credit, Raviv Wolfe, in breaching his fiduciary duties to Argon Credit, by, among other things, knowingly participating in a scheme to funnel assets away from the Debtors and their creditors, double pledging Argon Credit’s assets, and knowingly submitting false or misleading financial reports to the Debtors’ secured lender to conceal the transfer of Argon Credit’s assets. On July 11, 2019, Mr. Kostiner, appearing through counsel, filed an answer denying all allegations against him set forth in the Bankruptcy Complaint. On August 12, 2021, the trustee filed a Motion for the Entry of an Order Pursuant to Bankruptcy Rule 9019 Approving Settlement with Mr. Kostiner. Under the terms of the proposed settlement, Mr. Kostiner would pay the trustee $ 35,000 Fund Recovery Services, LLC v. RBC Capital Markets, LLC, et al. On September 25, 2020, Fund Recovery Services, LLC (“Fund”), as assignee of Princeton Alterative Income Fund, L.P. (“PAIF”) filed a complaint in the above-referenced action asserting a variety of claims against 37 defendants, including Mr. Kostiner. On May 15, 2021, Fund filed an amended complaint against 34 of the defendants, including Mr. Kostiner (the “Amended Complaint”). The claims against Mr. Kostiner in the Amended Complaint include: (i) violation of 18 U.S.C. 1962(2) by the conduct and participation in a RICO enterprise through a pattern of racketeering activity; (ii) violation of 18 U.S.C. 1962(d) by conspiracy to engage in a pattern of racketeering activity; (iii) fraud/intentional misrepresentation; (iv) aiding and abetting fraud/intentional misrepresentation; (v) fraudulent concealment; (vi) aiding and abetting fraudulent concealment; (vii) fraudulent/intentional inducement; (viii) conversion; (ix) aiding and abetting conversion; (x) civil conspiracy; and (xi) tortious interference with contractual relations. The Amended Complaint seeks damages of approximately $240 million jointly and severally against all defendants, together with treble and punitive damages, among other relief. The Amended Complaint, as it pertains to Mr. Kostiner, covers much of the same conduct that is the subject of the Bankruptcy Complaint described above and stems from a transaction that Argon Credit entered into with Spartan Specialty Finance, LLC (“Spartan”). Argon, a consumer finance platform that made high-interest, unsecured loans to credit-impaired borrowers, financed its loans through a revolving credit facility provided by PAIF. Mr. Kostiner was the sole member of Spartan and was also, for a period of time, the Vice President of Capital Markets at Argon. Argon and Spartan entered into an agreement whereby Spartan agreed to purchase a portfolio of loans from Argon. Spartan financed the acquisition by obtaining a loan from Hamilton Funding (“Hamilton”). The Amended Complaint alleges that PAIF had a perfected security interest in the loans that Argon improperly sold to Spartan (which were financed by Hamilton Funding), and that defendants, including Mr. Kostiner, engaged in a scheme to induce PAIF to initially lend funds, later to increase its credit line, and ultimately convert and deprive PAIF of its property by numerous acts of fraud. On July 1, 2021, defendants, including Mr. Kostiner, filed a consolidated motion to dismiss the Amended Complaint in its entirety against them, based on the following arguments: (a) the RICO claims (Counts (1)-(2)) are time-barred; (b) Fund lacks standing to bring Counts 1-11; (c) Fund is collaterally estopped from litigating the issues that are the subject of the Amended Complaint; (d) the allegations in the Amended Complaint fail to satisfy the requirements of Rules 8 and 9(b) of the Federal Rules of Civil Procedure; (e) the Amended Complaint failed to allege a duty sufficient to support its allegations in Counts 1-7; (f) Fund failed to adequately plead the elements of a valid RICO claim; and (g) Fund failed to adequately plead the elements of any of its state law claims (Counts 3-13). This motion is fully briefed and awaits resolution by the Court. On February 22, 2022, PAIF filed a Revised Second Amended Complaint (“RSA Complaint”) against 25 defendants, including Mr. Kostiner. The RSA Complaint incorporates information from witness statements and journal entries from alleged Argon insiders. The claims against Mr. Kostiner in the RSA Complaint include: (i) fraud/intentional misrepresentation; (ii) aiding and abetting fraud/intentional misrepresentation; (iii) fraudulent concealment; (iv) aiding and abetting fraudulent concealment; (v) fraudulent/intentional inducement; (vi) conversion; (vii) aiding and abetting conversion; (viii) civil conspiracy; and (ix) tortious interference with contractual relations. The Amended Complaint seeks damages of approximately $ 240 In re Spartan Specialty Finance I SPV On June 29, 2016, Spartan filed a petition for relief under chapter 11 of title 11 of the United States Code. It did so in order to resolve a loan dispute that it had with Hamilton, including Hamilton’s alleged right to access cash accounts that Spartan had pledged as collateral. On May 26, 2017, the bankruptcy court approved a Stipulation and Agreement Resolving Debtor’s Motion for Use of Cash Collateral and Fixing Amount of Secured Claim, between Hamilton, Spartan, and Mr. Kostiner, in his individual capacity. Spartan’s bankruptcy petition was dismissed as part of the Court’s approval of the Settlement. Except for the actions set forth above, there is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such, and we and our officers and directors have not been subject to any such proceeding in the 12 months preceding the date of this report. | Note 16- 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. There were no Purchase commitments There were no purchase commitments made by the Company at December 31, 2021 and 2020, respectively. 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 thousand payable in one installment of $ 100 thousand on February 18, 2021 and five quarterly installments of $ 60 thousand commencing on May 19, 2021, which the Company has accrued for within accounts payable as of December 31, 2021, and within accounts payable and other long-term liability for the current and long-term portions as of December 31, 2021, within the Consolidated Balance Sheets. The parties also exchanged mutual releases as part of the Settlement Agreement. The lawsuit was dismissed by order of the Court on January 12, 2021. Through December 31, 2021, the Company has paid $ 280 thousand of the total settlement. 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 461,459.70 392,761.70 68,698 Other Legal Proceedings. In the Matter of Elite Legacy Education UK Ltd., Proposal for a Company Voluntary Arrangement Mr. Kostiner, our Chairman, Chief Executive Officer, and Interim Principal Financial and Accounting Officer is a named defendant in three legal proceedings which are described below. In Re Argon Credit, LLC, et al., Debtors On December 16, 2016, Argon Credit, LLC and Argon X, LLC (collectively the “Debtors”) filed petitions for relief under chapter 11 of title 11 of the United States Code. On January 11, 2017, Debtors’ bankruptcy cases were converted to chapter 7 cases. On December 14, 2018, the chapter 7 trustee filed an adversary proceeding as case number 18-ap-00948 (the “Bankruptcy Complaint”) against multiple defendants, including Barry Kostiner, asserting claims for aiding and abetting breach of fiduciary duty. As to Mr. Kostiner, the Bankruptcy Complaint alleged that, while an employee of the Debtor, he aided and abetted the former CEO of Argon Credit, Raviv Wolfe, in breaching his fiduciary duties to Argon Credit, by, among other things, knowingly participating in a scheme to funnel assets away from the Debtors and their creditors, double pledging Argon Credit’s assets, and knowingly submitting false or misleading financial reports to the Debtors’ secured lender to conceal the transfer of Argon Credit’s assets. On July 11, 2019, Mr. Kostiner, appearing through counsel, filed an answer denying all allegations against him set forth in the Bankruptcy Complaint. On August 12, 2021, the trustee filed a Motion for the Entry of an Order Pursuant to Bankruptcy Rule 9019 Approving Settlement with Mr. Kostiner. Under the terms of the proposed settlement, Mr. Kostiner would pay the trustee $35,000 in exchange for dismissal with prejudice from the suit and the exchange of mutual releases (the “Proposed Settlement”). Each of the trustee and Mr. Kostiner concluded that the Proposed Settlement was in their respective best interests in light of the contested nature of the Complaint, the costs that both parties would incur in connection with the litigation of same the uncertain outcome from protracted litigation. The trustee argued that the Proposed Settlement was reasonable based upon: (a) the range of potential outcomes taking into account the defenses that Mr. Kostiner could assert; (b) the likelihood of recovering more given Mr. Kostiner’s financial condition; (c) Argon Credit’s director and officers’ liability insurance policy had been exhausted; and (d) the Debtors’ pre-petition lender had recently filed a complaint against many of the parties originally named by the trustee in its adversary proceeding, including Mr. Kostiner, and this action further reduces the likelihood of recovery against Mr. Kostiner, because at a minimum, he will be forced to pay to defend that action. On September 3, 2021, the Bankruptcy Court issued an order approving the settlement, and on November 18, 2021, the Bankruptcy Court issued an order granting the motion to voluntarily dismiss the proceeding against Mr. Kostiner. Fund Recovery Services, LLC v. RBC Capital Markets, LLC, et al. On September 25, 2020, Fund Recovery Services, LLC (“Fund”), as assignee of Princeton Alterative Income Fund, L.P. (“PAIF”) filed a complaint in the above-referenced action asserting a variety of claims against 37 defendants, including Mr. Kostiner. On May 15, 2021, Fund filed an amended complaint against 34 of the defendants, including Mr. Kostiner (the “Amended Complaint”). The claims against Mr. Kostiner in the Amended Complaint include: (i) violation of 18 U.S.C. 1962(2) by the conduct and participation in a RICO enterprise through a pattern of racketeering activity; (ii) violation of 18 U.S.C. 1962(d) by conspiracy to engage in a pattern of racketeering activity; (iii) fraud/intentional misrepresentation; (iv) aiding and abetting fraud/intentional misrepresentation; (v) fraudulent concealment; (vi) aiding and abetting fraudulent concealment; (vii) fraudulent/intentional inducement; (viii) conversion; (ix) aiding and abetting conversion; (x) civil conspiracy; and (xi) tortious interference with contractual relations. The Amended Complaint seeks damages of approximately $240 million jointly and severally against all defendants, together with treble and punitive damages, among other relief. The Amended Complaint, as it pertains to Mr. Kostiner, covers much of the same conduct that is the subject of the Bankruptcy Complaint described above and stems from a transaction that Argon Credit entered into with Spartan Specialty Finance, LLC (“Spartan”). Argon, a consumer finance platform that made high-interest, unsecured loans to credit-impaired borrowers, financed its loans through a revolving credit facility provided by PAIF. Mr. Kostiner was the sole member of Spartan and was also, for a period of time, the Vice President of Capital Markets at Argon. Argon and Spartan entered into an agreement whereby Spartan agreed to purchase a portfolio of loans from Argon. Spartan financed the acquisition by obtaining a loan from Hamilton Funding (“Hamilton”). The Amended Complaint alleges that PAIF had a perfected security interest in the loans that Argon improperly sold to Spartan (which were financed by Hamilton Funding), and that defendants, including Mr. Kostiner, engaged in a scheme to induce PAIF to initially lend funds, later to increase its credit line, and ultimately convert and deprive PAIF of its property by numerous acts of fraud. On July 1, 2021, defendants, including Mr. Kostiner, filed a consolidated motion to dismiss the Amended Complaint in its entirety against them, based on the following arguments: (a) the RICO claims (Counts (1)-(2)) are time-barred; (b) Fund lacks standing to bring Counts 1-11; (c) Fund is collaterally estopped from litigating the issues that are the subject of the Amended Complaint; (d) the allegations in the Amended Complaint fail to satisfy the requirements of Rules 8 and 9(b) of the Federal Rules of Civil Procedure; (e) the Amended Complaint failed to allege a duty sufficient to support its allegations in Counts 1-7; (f) Fund failed to adequately plead the elements of a valid RICO claim; and (g) Fund failed to adequately plead the elements of any of its state law claims (Counts 3-13). This motion is fully briefed and awaits resolution by the Court. On February 22, 2022, PAIF filed a Revised Second Amended Complaint (“RSA Complaint”) against 25 defendants, including Mr. Kostiner. The RSA Complaint incorporates information from witness statements and journal entries from alleged Argon insiders. The claims against Mr. Kostiner in the RSA Complaint include: (i) fraud/intentional misrepresentation; (ii) aiding and abetting fraud/intentional misrepresentation; (iii) fraudulent concealment; (iv) aiding and abetting fraudulent concealment; (v) fraudulent/intentional inducement; (vi) conversion; (vii) aiding and abetting conversion; (viii) civil conspiracy; and (ix) tortious interference with contractual relations. The Amended Complaint seeks damages of approximately $ 240 In re Spartan Specialty Finance I SPV On June 29, 2016, Spartan filed a petition for relief under chapter 11 of title 11 of the United States Code. It did so in order to resolve a loan dispute that it had with Hamilton, including Hamilton’s alleged right to access cash accounts that Spartan had pledged as collateral. On May 26, 2017, the bankruptcy court approved a Stipulation and Agreement Resolving Debtor’s Motion for Use of Cash Collateral and Fixing Amount of Secured Claim, between Hamilton, Spartan, and Mr. Kostiner, in his individual capacity. Spartan’s bankruptcy petition was dismissed as part of the Court’s approval of the Settlement. Except for the actions set forth above, there is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such, and we and our officers and directors have not been subject to any such proceeding in the 12 months preceding the date of this report. |
Leases
Leases | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 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 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 June 30, 2022 and December 31, 2021 The table below presents the lease related assets and liabilities recorded on the Company’s Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021: Schedule of Lease Related Assets and Liabilities Balance Sheet Line Classification on the Balance Sheet June 30, 2022 December 31, 2021 (in thousands) Assets Operating lease assets Operating lease right of use assets $ 6 $ 20 Total lease assets Total lease assets $ 6 $ 20 Liabilities Current liabilities: Operating lease liabilities Current operating lease liabilities $ 7 $ 20 Noncurrent liabilities: Operating lease liabilities Long-term operating lease liabilities $ — $ - Total lease liabilities Total lease liabilities $ 7 $ 20 Lease cost for the six months ended June 30, 2022 and 2021 The table below presents the lease related costs recorded on the Company’s Consolidated Statements of Operations for the six months ended June 30, 2022 and 2021: Schedule of Operating Lease Cost Six Months Ended June 30, Lease cost Classification 2022 2021 (in thousands) Operating lease cost General and administrative expenses $ 6 $ 13 Total lease cost Total lease cost $ 6 $ 13 Other Information The table below presents supplemental cash flow information related to leases for the six months ended June 30, 2022 and 2021: Schedule of Cash Flow Information Related to Leases Six Months Ended June 30, 2022 2021 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 6 $ 13 Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets/(decrease) of lease liability due to cancellation of leases $ — $ — 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 June 30, 2022 and December 31, 2021: Schedule of Weighted Average Remaining Lease Terms and Weighted Average Discount Rates June 30, 2022 December 31, 2021 Weighted average remaining lease term - operating leases .50 .75 Weighted average discount rate - operating leases 12.00 % 12.00 % There are no lease arrangements where the Company is the lessor. | Note 17 - 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 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, 2021 The table below presents the lease related assets and liabilities recorded on the Consolidated Balance Sheets as of December 31, 2021 and 2020: Schedule of Lease Related Assets and Liabilities Classification on the December 31, December 31, Balance Sheet Line Balance Sheet 2021 2020 (in thousands) Assets Operating lease assets Operating lease right of use assets $ 20 $ 45 Total lease assets $ 20 $ 45 Liabilities Current liabilities: Operating lease liabilities Current operating lease liabilities $ 20 $ 25 Noncurrent liabilities: Operating lease liabilities Long-term operating lease liabilities $ - $ 20 Total lease liabilities $ 20 $ 45 Lease cost for the year ended December 31, 2021 The table below presents the lease related costs recorded on the Consolidated Statement of Operation and Comprehensive Income for the years ended December 31, 2021 and 2020: Schedule of Operating Lease Cost Years Ended December 31, Lease cost Classification 2021 2020 (in thousands) Operating lease cost General and administrative expenses $ 27 $ 23 Total lease cost $ 27 $ 23 Other Information The table below presents supplemental cash flow information related to leases for the years ended December 31, 2021 and 2020: Schedule of Cash Flow Information Related to Leases Years Ended December 31, 2021 2020 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 27 $ 20 Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets/(decrease) of lease liability due to cancellation of leases $ 1 $ 13 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 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, 2021: Schedule of Weighted Average Remaining Lease Terms and Weighted Average Discount Rates December 31, December 31, 2021 2020 Weighted average remaining lease term - operating leases 0 .75 1.75 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, 2021: Schedule of Operating Lease Liabilities Amounts due in Operating Leases (in thousands) 2022 $ 20 2023 - 2024 - Total minimum lease payments 20 Less: effect of discounting 0 Present value of future minimum lease payments 20 Less: current obligations under leases (20 ) Long-term lease obligations $ - There are no lease arrangements where we are the lessor. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 15 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to May 17, 2022, the date that the financial statements were issued. July 2022 ABCImpact Loan On July 8, 2022, the Company borrowed $ 100,000 4,850,000 ABCImpact previously loaned $ 50,000 The maturity date of the July Debenture is the earlier of 12 months from the issue date and the date of a Liquidity Event (as defined in the July Debenture), and is the date upon which the principal and interest shall be due and payable. The July Debenture bears interest at a fixed rate of 10% 18% The Company intends to use the net proceeds from the July Loan for general corporate purposes and working capital. The then outstanding and unpaid principal and interest shall be converted into shares of Company common stock and an equal number of common stock purchase warrants (the “July Loan Warrant”) at the option of ABCImpact, at a conversion price per share of $ 0.05 4.99% 9.99% The Company may not prepay the July Debenture without the prior written consent of ABCImpact. The July Debenture contains customary events of default for a transaction such as the July Loan. If any event of default occurs, the outstanding principal amount under the July Debenture, plus accrued but unpaid interest, liquidated damages and other amounts owing through the date of acceleration, shall become, at ABCImpact’s election, immediately due and payable in cash at the Mandatory Default Amount. “Mandatory Default Amount” means the sum of (a) the greater of (i) the outstanding principal amount of the July Debenture, plus all accrued and unpaid interest, divided by the conversion price on the date the Mandatory Default Amount is either (A) demanded or otherwise due or (B) paid in full, whichever has a lower conversion price, multiplied by the VWAP (as defined in the July Debenture) on the date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP, or (ii) 130% of the outstanding principal amount of the July Debenture, plus 100% of accrued and unpaid interest hereon, and (b) all other amounts, costs, expenses and liquidated damages due in respect of the July Debenture The July Loan Warrant has an exercise price per share of $ 0.05 five years The exercise of the July Loan Warrant is subject to a beneficial ownership limitation of 4.99% The shares underlying the July Debenture and the July Loan Warrant have “piggy-back” registration rights afforded to them. Forbearance Agreement On July 15, 2022, the Company entered into a Forbearance Agreement (the “Forbearance Agreement”) with GLD with respect to the GLD Debenture, and LTP with respect to the LTP Debenture (with the GLD Debenture, the “Debentures” and each sometimes, a “Debenture”). Pursuant to the Forbearance Agreement, GLD and LTP each agreed to forbear from exercising its rights against the Company under the applicable Debenture until the earlier of (i) a default under the Forbearance Agreement or a new default under such Debenture or (ii) October 15, 2022 (the “Forbearance Period”). Prior to the expiration of the Forbearance Period, the Company agreed to cause a sale of the GLD Debenture to ABCImpact, or as directed by ABCImpact, at a purchase price equal to the outstanding balance due and payable on the GLD Debenture by no later than October 15, 2022, which shall be in full and complete satisfaction of the Company’s obligations to GLD under the GLD Debenture. The Company agreed to pay certain of GLD’s legal fees in the amount of $ 25,000 Until the date that the GLD Debenture is sold to ABCImpact and the LTP Debenture has been repaid in full, the Company shall cause Mayer and Associates LLC, a shareholder of the Company, to be restricted from exercising its existing option for 18,400,000 .0001 As partial consideration for GLD entering into the Forbearance Agreement, the Company agreed to issue to GLD 2,100,000 .0001 1,600,000 .0001 The Company also agreed to use its best efforts to effect a spin-off of an existing to-be-determined subsidiary of the Company, pursuant to the terms described in the Forbearance Agreement. Following the occurrence of any of the following Events of Default, each of LTP and GLD may exercise any or all remedies as provided under the Forbearance Agreement, the applicable Debenture or applicable law: ● The failure of the Company to observe, or timely comply with, or perform any covenant or term contained in the Forbearance Agreement; ● Any warranty or representation made or deemed made by the Company in the Forbearance Agreement is or shall be untrue in any material respect; ● The failure of the Company to observe, or timely comply with, or perform any covenant or term contained in the GLD Debenture (other than those subject to an event of default existing prior to the date of the Forbearance Agreement under the GLD Debenture, which shall not be deemed an event of default under the Forbearance Agreement); ● The failure by ABCImpact to purchase the GLD Debenture by October 15, 2022; ● The failure by the Company to pay GLD’s legal fees by August 31, 2022; or ● The failure of the Company to file the Form S-1 by August 15, 2022 or to cause the Form S-1 to be declared effective by the SEC by October 15, 2022. August 2022 ABCImpact Loan On August 8, 2022, the Company borrowed $ 100,000 4,750,000 ABCImpact previously loaned an aggregate of $ 150,000 The maturity date of the August Debenture is the earlier of 12 months from the issue date and the date of a Liquidity Event (as defined in the August Debenture), and is the date upon which the principal and interest shall be due and payable. The August Debenture bears interest at a fixed rate of 10% 18% The Company intends to use the net proceeds from the August Loan for general corporate purposes and working capital. The then outstanding and unpaid principal and interest shall be converted into shares of Company common stock and an equal number of common stock purchase warrants (the “August Loan Warrant”) at the option of ABCImpact, at a conversion price per share of $ 0.05 4.99% The Company may not prepay the August Debenture without the prior written consent of ABCImpact. The August Debenture contains customary events of default for a transaction such as the August Loan. If any event of default occurs, the outstanding principal amount under the August Debenture, plus accrued but unpaid interest, liquidated damages and other amounts owing through the date of acceleration, shall become, at ABCImpact’s election, immediately due and payable in cash at the Mandatory Default Amount. “Mandatory Default Amount” means the sum of (a) the greater of (i) the outstanding principal amount of the August Debenture, plus all accrued and unpaid interest, divided by the conversion price on the date the Mandatory Default Amount is either (A) demanded or otherwise due or (B) paid in full, whichever has a lower conversion price, multiplied by the VWAP (as defined in the August Debenture) on the date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP, or (ii) 130% of the outstanding principal amount of the August Debenture, plus 100% of accrued and unpaid interest hereon, and (b) all other amounts, costs, expenses and liquidated damages due in respect of the August Debenture. The August Loan Warrant has an exercise price per share of $ 0.05 five years The exercise of the August Loan Warrant is subject to a beneficial ownership limitation of 4.99% The shares underlying the August Debenture and the August Loan Warrant have “piggy-back” registration rights afforded to them. | Note 18- Subsequent Events On March 8, 2022, the Company defaulted on the Senior Secured Convertible Debenture to Legacy Tech Partners, LLC in the principal amount of $ 47 9 Short-Term and Long-Term Debt) On March 28, 2022 Legacy Education Alliance International, Ltd, made a motion of Withdrawal of Rejection of Proofs of Debt of (a) Elite Legacy Education UK, Ltd (b) Legacy Education Alliance Holdings, Inc. and (c) Legacy Education Alliance Hong Kong Ltd. A request was made for an extension of April 30, 2022. On March 29, 2022, the First Draw Paycheck Protection Program Note Agreement in the amount of $ 1000 April 24, 2022 April 24, 2025 The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to March 31, 2022, the date that the financial statements were issued. Other than those listed above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
New Accounting Pronouncements
New Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2022 | |
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 |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
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 June 30, 2022, we have deferred revenue of $ 6.9 As of June 30, 2022, we maintain a reserve for breakage of $ 0.02 General The following tables disaggregate our segment revenue by revenue source: Schedule of Segment Revenue Six Months Ended June 30, 2022 Six Months Ended June 30, 2021 Revenue Type: North America U.K. Other foreign markets Total Consolidated Revenue North America U.K. Other foreign markets Total Consolidated Revenue (In thousands) (In thousands) Seminars $ 226 — $ — $ 226 $ 3,293 $ 2,689 — $ 5,982 Products - — — - — — - Coaching and Mentoring — — — — - — — - Online and Subscription 126 — — 126 — — - Other 1 — — 1 - — — - Total revenue $ 353 — $ — $ 353 $ 3,293 $ 2,689 — $ 5,982 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 six months ended June 30, 2022 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 . The accompanying consolidated financial statements and notes have been prepared assuming we will continue as a going concern. For the years ended December 31, 2021 and December 31, 2020, respectively, we had an accumulated deficit and a working capital deficit. 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 | 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. At June 30, 2022 and December 31, 2021, 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 June 30, December 31, 2022 2021 (in thousands) Cash and cash equivalents $ 20 $ 576 Restricted cash 112 374 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 132 $ 950 | 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, 2021 2020 (in thousands) Cash and cash equivalents $ 576 $ 1,500 Restricted cash 374 1,180 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 950 $ 2,680 |
Financial Instruments | Financial Instruments | |
Inventory | Inventory | |
Property, equipment and Impairment of long-lived assets | Property, equipment and Impairment of long-lived assets Schedule of Estimated Useful Lives of Assets Building 40 years Residential rental properties 27.5 Furniture, fixtures and equipment 3 7 years Purchased software 3 years Residential rental properties generate monthly income from individual tenants. Income from these properties is recognized and included in other income. We no longer have any residential rental properties as these were transferred to the administrators in the UK in December 2020 (See Note 5- Property and Equipment 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 thousand and recognized a gain of $ 33.1 thousand, within Other income in the Consolidated Statements of Operations and Comprehensive Income. The proceeds were held in escrow until December 8, 2020, when they used to pay the joint liquidators of LEA UK as payment of intercompany debts (see “Litigation” “Commitments and Contingencies” | |
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. | 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 | Stock Warrants The Company accounts for stock warrants as equity in accordance with ASC 480 - Distinguishing Liabilities from Equity ASC 815 - Derivatives and Hedging |
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 $ 4.4 10.4 The following tables disaggregate our segment revenue by revenue source: Schedule of Segment Revenue Revenue Type: North America U.K. Other foreign markets Total Consolidated Revenue North America U.K. Other foreign markets Total Consolidated Revenue Years Ended December 31, 2021 Years Ended December 31, 2020 Revenue Type: North America U.K. Other foreign markets Total Consolidated Revenue North America U.K. Other foreign markets Total Consolidated Revenue (In thousands) (In thousands) Seminars $ 4,564 $ 880 $ - $ 5,444 $ 16,353 $ 245 $ 1,406 $ 18,004 Products 199 - - 199 478 - - 478 Coaching and Mentoring - - - - 1,050 - 3 1,053 Online and Subscription 76 - - 76 1,421 - 40 1,461 Other 182 1,809 - 1,991 4,294 601 23 4,918 Total revenue $ 5,021 $ 2,689 $ - $ 7,710 $ 23,596 $ 846 $ 1,472 $ 25,914 | |
Deferred course expenses | Deferred course expenses | |
Advertising expenses | Advertising expenses | |
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 included 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 . We account for share-based awards under the provisions of ASC 718, “ 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 . ASC 205-20-45, “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 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 2021, the FASB issued ASU 2021-04, “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. | |
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 training courses, forums, telephone mentoring, one-on-one mentoring, coaching and e-learning. During the six months ended June 30, 2022, we marketed our products and services under our Building Wealth with Legacy TM Building Wealth with Legacy TM Homemade Investor by Tarek El Moussa 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 associated fee. We recognize revenue immediately when we sell our (i) proprietary products delivered at time of sale and (ii) third party product 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 three days in length, on site or remotely 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. 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. Due to the COVID-19 pandemic, and the resulting worldwide restrictions on travel and social distancing, we have temporarily suspended live events and shifted to online live training and on-demand training to our students. Historically, our operations have been managed through three operating segments: (i) North America, (ii) United Kingdom, and (iii) Other Foreign Markets. | |
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, 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, 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, 2021 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.” |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | 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 June 30, December 31, 2022 2021 (in thousands) Cash and cash equivalents $ 20 $ 576 Restricted cash 112 374 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 132 $ 950 | 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, 2021 2020 (in thousands) Cash and cash equivalents $ 576 $ 1,500 Restricted cash 374 1,180 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 950 $ 2,680 |
Schedule of Estimated Useful Lives of Assets | Schedule of Estimated Useful Lives of Assets Building 40 years Residential rental properties 27.5 Furniture, fixtures and equipment 3 7 years Purchased software 3 years | |
Schedule of Segment Revenue | The following tables disaggregate our segment revenue by revenue source: Schedule of Segment Revenue Six Months Ended June 30, 2022 Six Months Ended June 30, 2021 Revenue Type: North America U.K. Other foreign markets Total Consolidated Revenue North America U.K. Other foreign markets Total Consolidated Revenue (In thousands) (In thousands) Seminars $ 226 — $ — $ 226 $ 3,293 $ 2,689 — $ 5,982 Products - — — - — — - Coaching and Mentoring — — — — - — — - Online and Subscription 126 — — 126 — — - Other 1 — — 1 - — — - Total revenue $ 353 — $ — $ 353 $ 3,293 $ 2,689 — $ 5,982 | The following tables disaggregate our segment revenue by revenue source: Schedule of Segment Revenue Revenue Type: North America U.K. Other foreign markets Total Consolidated Revenue North America U.K. Other foreign markets Total Consolidated Revenue Years Ended December 31, 2021 Years Ended December 31, 2020 Revenue Type: North America U.K. Other foreign markets Total Consolidated Revenue North America U.K. Other foreign markets Total Consolidated Revenue (In thousands) (In thousands) Seminars $ 4,564 $ 880 $ - $ 5,444 $ 16,353 $ 245 $ 1,406 $ 18,004 Products 199 - - 199 478 - - 478 Coaching and Mentoring - - - - 1,050 - 3 1,053 Online and Subscription 76 - - 76 1,421 - 40 1,461 Other 182 1,809 - 1,991 4,294 601 23 4,918 Total revenue $ 5,021 $ 2,689 $ - $ 7,710 $ 23,596 $ 846 $ 1,472 $ 25,914 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Schedule of Discontinued Operations Income Statement | The major classes of assets and liabilities of the entities classified as discontinued operations were as follows: Schedule of Discontinued Operations Income Statement June 30, December 31, 2022 2021 (in thousands) Major classes of assets Cash and cash equivalents $ — $ — Deferred course expenses — — Discontinued operations-current assets — — Other assets 32 33 Total major classes of assets - discontinued operations $ 32 $ 33 Major classes of liabilities Accounts payable $ 3,350 $ 3,638 Accrued course expenses 528 587 Other accrued expenses 1,906 439 Deferred revenue 5,018 5,181 Total major classes of liabilities - discontinued operations $ 10,802 $ 9,845 The financial results of the discontinued operations are as follows: Six Months Ended 2022 2021 (in thousands) Revenue $ - $ 40 Total operating costs and expenses - 907 (Loss) Income from discontinued operations - (867 ) Other expense, net - (80 ) Income tax benefit - 1,118 Net income from discontinued operations $ - $ 171 | The major classes of assets and liabilities of the entities classified as discontinued operations were as follows: Schedule of Discontinued Operations Income Statement December 31, 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 $ 3,638 $ 3,698 Accrued course expenses 587 593 Other accrued expenses 439 1,582 Deferred revenue 5,181 5,413 Total major classes of liabilities - discontinued operations $ 9,845 $ 11,286 The financial results of the discontinued operations are as follows: 2021 2020 Years Ended December 31, 2021 2020 (in thousands) Revenue $ 40 $ 8,247 Total operating costs and expenses 907 2,910 Income (loss) from discontinued operations (867 ) 5,337 Other income (expense), net (80 ) 2 Income tax benefit (expense) 1,118 (1,075 ) Net income from discontinued operations $ 171 $ 4,264 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of the following (in thousands): Schedule of Property and Equipment 2021 2020 As of December 31, 2021 2020 Land $ - $ - Building and residential properties - - Software - - Equipment 234 234 Furniture and fixtures - - Building and leasehold improvements - - Property and equipment 234 234 Less: accumulated depreciation (234 ) (230 ) Property and equipment, net $ - $ 4 |
Short-Term and Long-Term Debt (
Short-Term and Long-Term Debt (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Schedule of Short-term and Long-term Debt | Schedule of Short-term and Long-term Debt (in thousands) As of June 30, 2022 As of December 31, 2021 Senior Secured Convertible Debenture 500 $ 500 EDIL Loan 200 Debt Discount (417 ) (467 ) Senior Secured Convertible Debenture, net 283 33 Paycheck Protection Program loan 1,000 1,000 Paycheck Protection Program loan 2 1,900 1,900 IPFS Insurance Premium Note Payable 1 11 Total debt 3,184 2,944 Less current portion of long-term debt (344 ) (1,011 ) Total long-term debt, net of current portion $ 2,840 $ 1,933 | Schedule of Short-term and Long-term Debt (in thousands) As of December 31, 2021 As of December 31, 2020 Senior Secured Convertible Debenture 500 Debt Discount (467 ) - EDIL Loan Senior Secured Convertible Debenture, net 33 - Paycheck Protection Program loan 1,000 1,900 Paycheck Protection Program loan 2 1,900 - IPFS Insurance Premium Note Payable 11 - Total debt 2,944 1,900 Less current portion of long-term debt (1,011 ) - Total long-term debt, net of current portion $ 1,933 $ 1,900 |
Schedule of Short-term Related Party Debt | Schedule of Short-term Related Party Debt (in thousands) As of June 30, 2022 As of December 31, 2021 Senior Secured Convertible Debenture - related party $ 506 $ 346 Debt Discount-related party (114 ) (204 ) Senior Secured Convertible Debenture - related party, net $ 392 $ 142 | Schedule of Short-term Related Party Debt (in thousands) As of December 31, 2021 As of December 31, 2020 Senior Secured Convertible Debenture - related party $ 346 $ - Debt Discount-related party (204 ) Senior Secured Convertible Debenture - related party, net 142 $ - |
Schedule of Debt Maturities | The following is a summary of scheduled debt maturities by year (in thousands): Schedule of Debt Maturities 2022 $ 1,393 2023 — 2024 — 2025 — 2026 2,183 Thereafter — Total debt $ 3,576 | The following is a summary of scheduled debt maturities by year (in thousands): Schedule of Debt Maturities - 2022 $ 1,153 2023 - 2024 - 2025 - - 2026 1,933 Thereafter - Total debt $ 3,086 |
Stock Warrants (Tables)
Stock Warrants (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Stock Warrants | ||
Schedule of Warrant Activities | A summary of the warrant activities for the six months ended June 30, 2022, is as follows: Schedule of Warrant Activities Warrants Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term in Years Aggregate Intrinsic Value (in 000’s) 1 Balance as of January 1, 2021 - - - - Granted 7,083,500 $ 0.05 - - Balance as of December 31, 2021 7,083,500 $ 0.05 4.3 259 Exercisable as of June 30, 2021 7,083,500 $ 0.05 4.1 259 1 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 0.0866 | A summary of the warrant activities for the year ended December 31, 2021, is as follows: Schedule of Warrant Activities Warrants Outstanding Number of Weighted Weighted Aggregate 1 Balance as of January 1, 2021 - - - - Granted 7,083,500 $ 0.05 - - Balance as of December 31, 2021 7,083,500 $ 0.05 4.3 79 Exercisable as of December 31, 2021 7,083,500 $ 0.05 4.3 79 1 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 0.0612 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Shares Activities | The following table reflects the activity of the restricted shares: Schedule of Restricted Shares Activities Restricted Stock Activity (in thousands) Number of shares Weighted average grant date value 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 Granted 2,900 0.07 Forfeited (945 ) 0.06 Vested (1,257 ) 0.08 Unvested at December 31, 2021 790 $ 0.06 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision | Our sources of income (loss) and income tax provision (benefit) are as follows (in thousands): Schedule of Income Tax Provision 2021 2020 Years ended December 31, 2021 2020 Income/(loss) from continuing operations before income taxes: U.S. $ (1,211 ) $ 12,367 Non-U.S. 1,190 2,261 Total income/(loss) from continuing operations before income taxes: $ (21 ) $ 14,628 Provision (benefit) for taxes: Current: Federal $ (887 ) $ 2,037 State 244 347 Non-U.S. - 81 Total current (643 ) 2,465 Deferred: Federal 1,139 126 State 220 5 Non-U.S. - 287 Total deferred 1,359 418 Noncurrent Federal - - State - - Non-U.S. - - Total noncurrent - - Total income tax expense $ 716 $ 2,883 Effective income tax rate (3,409.5 )% 19.7 % |
Schedule of Difference in Tax Provision | 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 in Tax Provision 2021 2020 Years ended December 31, 2021 2020 Computed expected federal tax benefit (expense) $ (4 ) $ 3,072 (Decrease) Increase in valuation allowance - (1,098 ) State income, net of federal benefit 367 278 Non-U.S. income taxed at different rates (196 ) 322 Intercompany Gain 738 - Unrecognized tax benefits - 309 Other (189 ) - Income tax expense $ 716 $ 2,883 |
Schedule of Deferred Tax Assets and Liabilities | Schedule of Deferred Tax Assets and Liabilities 2021 2020 As of December 31, 2021 2020 Deferred tax assets: Net operating losses $ 136 $ 1,357 Depreciation - (1 ) Valuation allowance - (1,331 ) Total deferred tax assets $ 136 $ 25 Deferred tax liabilities: Deferred course expenses $ (34 ) $ - Intercompany Debts (1,595 ) - Total deferred tax liabilities (1,629 ) (159 ) Net deferred tax asset (liability) $ (1,493 ) $ (134 ) |
Schedule of Unrecognized Tax Benefits | The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: Schedule of Unrecognized Tax Benefits As of December 31, 2021 2020 Unrecognized tax benefits - January 1 $ 309 $ 309 Gross increases - tax positions in prior period - - Gross decreases - tax positions in prior period - - Unrecognized tax benefits - December 31 $ 309 $ 309 |
Schedule of Liability for Unrecognized Tax Benefits | Schedule of Liability for Unrecognized Tax Benefits 2021 2020 As of December 31, 2021 2020 Reduction of net operating loss carryforwards $ - $ - Noncurrent tax liability (reflected in Other long-term liabilities) 309 309 Total liability for unrecognized tax benefits $ 309 $ 309 |
Earnings Per Share (_EPS_) (Tab
Earnings Per Share (“EPS”) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 Six Months Ended June 30, 2022 Six Months Ended June 30, 2021 Net Loss Weighted Average Shares Outstanding Loss Per Share Net Income Weighted Average Shares Outstanding Earnings Per Share (in thousands, except per share data) (in thousands, except per share data) Basic: As reported $ (1,399 ) 34,168 $ (0.04 ) $ 615 25,142 Amounts allocated to unvested restricted shares and warrants — — (24 ) (986 ) Amounts available to common stockholders $ (1,399 ) 34,168 $ (0.04 ) $ 591 24,156 $ 0.02 Diluted: Amounts allocated to unvested restricted shares — — 25 986 Stock warrants — — — 4,006 Shares of common stock to be issued for convertible note — — — — Incremental shares to be issued for convertible note – related party 13 900 Amounts reallocated to unvested restricted shares — — (25 ) — Amounts available to stockholders and assumed conversions $ (1,399 ) 34,168 $ (0.04 ) $ 604 30,048 $ 0.02 | The calculations of basic and diluted EPS are as follows: Schedule of Calculations of Basic and Diluted EPS Years Ended December 31, 2021 Years Ended December 31, 2020 Net Loss Weighted Average Shares Outstanding Loss Per Share Net Income Weighted Average Shares Outstanding Earnings Per Share (in thousands, except per share data) (in thousands, except per share data) Basic: As reported $ (566 ) 29,187 - $ 16,009 23,230 - Amounts allocated to unvested restricted shares and warrants - - (106 ) (154 ) Amounts available to common stockholders $ (566 ) 29,187 $ (0.02 ) $ 15,903 23,076 $ 0.69 Diluted: Amounts allocated to unvested restricted shares - - 106 154 Stock warrants - - - - Incremental shares to be issued for convertible note - related party - - - - Amounts reallocated to unvested restricted shares - - (107 ) - Amounts available to stockholders and assumed conversions $ (566 ) 29,187 $ (0.02 ) $ 15,902 23,230 $ 0.69 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 Six Months Ended June 30, 2022 2021 As a percentage of total revenue North America 100.0 % 55.0 % U.K. 0.0 % 45.0 % Other foreign markets — % - % Total consolidated revenue 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 Years Ended December 31, As a percentage of total revenue 2021 2020 North America 65.1 % 91.1 % U.K. 34.9 % 3.3 % Other foreign markets - % 5.6 % 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 Six Months Ended June 30, 2022 2021 (In thousands) Segment revenue North America $ 354 $ 3,293 U.K. - 2,689 Other foreign markets — - Total consolidated revenue $ 354 $ 5,982 Six Months Ended June 30, 2022 2021 (In thousands) Segment gross profit contribution * North America * $ 7 $ 1,935 U.K. * 1 2,209 Other foreign markets * — - Total consolidated gross profit * $ 8 $ 4,144 * 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 Years Ended December 31, 2021 2020 Segment revenue (In thousands) North America $ 5,021 $ 23,596 U.K. 2,689 846 Other foreign markets - 1,472 Total consolidated revenue $ 7,710 $ 25,914 Years Ended December 31, 2021 2020 Segment gross profit contribution * (In thousands) North America $ 1,586 $ 15,631 U.K. 2,194 802 Other foreign markets - 1,319 Total consolidated gross profit $ 3,780 $ 17,752 * 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 Six Months Ended June 30, 2022 2021 (In thousands) Depreciation and amortization expenses North America $ - $ 2 U.K. $ - 2 Other foreign markets — - Total consolidated depreciation and amortization expenses $ - $ 4 | Schedule of Depreciation and Amortization Expenses Years Ended December 31, 2021 2020 Depreciation and amortization expenses (In thousands) North America $ 2 $ 45 U.K. 2 14 Other foreign markets - - Total consolidated depreciation and amortization expenses $ 4 $ 59 |
Schedule of Segment Identifiable Assets | Schedule of Segment Identifiable Assets June 30, December 31, 2022 2021 (In thousands) Segment identifiable assets North America $ 400 1348 U.K. $ 93 126 Other foreign markets $ 171 175 Total consolidated identifiable assets $ 664 $ 1,649 | Schedule of Segment Identifiable Assets December 31, December 31, 2021 2020 Segment identifiable assets (In thousands) North America $ 1,348 $ 3,834 U.K. 126 1,266 Other foreign markets 175 192 Total consolidated identifiable assets $ 1,649 $ 5,292 |
Leases (Tables)
Leases (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 June 30, 2022 and December 31, 2021: Schedule of Lease Related Assets and Liabilities Balance Sheet Line Classification on the Balance Sheet June 30, 2022 December 31, 2021 (in thousands) Assets Operating lease assets Operating lease right of use assets $ 6 $ 20 Total lease assets Total lease assets $ 6 $ 20 Liabilities Current liabilities: Operating lease liabilities Current operating lease liabilities $ 7 $ 20 Noncurrent liabilities: Operating lease liabilities Long-term operating lease liabilities $ — $ - Total lease liabilities Total lease liabilities $ 7 $ 20 | The table below presents the lease related assets and liabilities recorded on the Consolidated Balance Sheets as of December 31, 2021 and 2020: Schedule of Lease Related Assets and Liabilities Classification on the December 31, December 31, Balance Sheet Line Balance Sheet 2021 2020 (in thousands) Assets Operating lease assets Operating lease right of use assets $ 20 $ 45 Total lease assets $ 20 $ 45 Liabilities Current liabilities: Operating lease liabilities Current operating lease liabilities $ 20 $ 25 Noncurrent liabilities: Operating lease liabilities Long-term operating lease liabilities $ - $ 20 Total lease liabilities $ 20 $ 45 |
Schedule of Operating Lease Cost | The table below presents the lease related costs recorded on the Company’s Consolidated Statements of Operations for the six months ended June 30, 2022 and 2021: Schedule of Operating Lease Cost Six Months Ended June 30, Lease cost Classification 2022 2021 (in thousands) Operating lease cost General and administrative expenses $ 6 $ 13 Total lease cost Total lease cost $ 6 $ 13 | The table below presents the lease related costs recorded on the Consolidated Statement of Operation and Comprehensive Income for the years ended December 31, 2021 and 2020: Schedule of Operating Lease Cost Years Ended December 31, Lease cost Classification 2021 2020 (in thousands) Operating lease cost General and administrative expenses $ 27 $ 23 Total lease cost $ 27 $ 23 |
Schedule of Cash Flow Information Related to Leases | The table below presents supplemental cash flow information related to leases for the six months ended June 30, 2022 and 2021: Schedule of Cash Flow Information Related to Leases Six Months Ended June 30, 2022 2021 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 6 $ 13 Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets/(decrease) of lease liability due to cancellation of leases $ — $ — Lease Terms and Discount Rates | The table below presents supplemental cash flow information related to leases for the years ended December 31, 2021 and 2020: Schedule of Cash Flow Information Related to Leases Years Ended December 31, 2021 2020 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 27 $ 20 Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets/(decrease) of lease liability due to cancellation of leases $ 1 $ 13 |
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 June 30, 2022 and December 31, 2021: Schedule of Weighted Average Remaining Lease Terms and Weighted Average Discount Rates June 30, 2022 December 31, 2021 Weighted average remaining lease term - operating leases .50 .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, 2021: Schedule of Weighted Average Remaining Lease Terms and Weighted Average Discount Rates December 31, December 31, 2021 2020 Weighted average remaining lease term - operating leases 0 .75 1.75 Weighted average discount rate - operating leases 12.00 % 12.00 % |
Schedule of Operating Lease Liabilities | 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, 2021: Schedule of Operating Lease Liabilities Amounts due in Operating Leases (in thousands) 2022 $ 20 2023 - 2024 - Total minimum lease payments 20 Less: effect of discounting 0 Present value of future minimum lease payments 20 Less: current obligations under leases (20 ) Long-term lease obligations $ - |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of Segment Revenue | The following tables disaggregate our segment revenue by revenue source: Schedule of Segment Revenue Six Months Ended June 30, 2022 Six Months Ended June 30, 2021 Revenue Type: North America U.K. Other foreign markets Total Consolidated Revenue North America U.K. Other foreign markets Total Consolidated Revenue (In thousands) (In thousands) Seminars $ 226 — $ — $ 226 $ 3,293 $ 2,689 — $ 5,982 Products - — — - — — - Coaching and Mentoring — — — — - — — - Online and Subscription 126 — — 126 — — - Other 1 — — 1 - — — - Total revenue $ 353 — $ — $ 353 $ 3,293 $ 2,689 — $ 5,982 | The following tables disaggregate our segment revenue by revenue source: Schedule of Segment Revenue Revenue Type: North America U.K. Other foreign markets Total Consolidated Revenue North America U.K. Other foreign markets Total Consolidated Revenue Years Ended December 31, 2021 Years Ended December 31, 2020 Revenue Type: North America U.K. Other foreign markets Total Consolidated Revenue North America U.K. Other foreign markets Total Consolidated Revenue (In thousands) (In thousands) Seminars $ 4,564 $ 880 $ - $ 5,444 $ 16,353 $ 245 $ 1,406 $ 18,004 Products 199 - - 199 478 - - 478 Coaching and Mentoring - - - - 1,050 - 3 1,053 Online and Subscription 76 - - 76 1,421 - 40 1,461 Other 182 1,809 - 1,991 4,294 601 23 4,918 Total revenue $ 5,021 $ 2,689 $ - $ 7,710 $ 23,596 $ 846 $ 1,472 $ 25,914 |
Schedule of Reconciliation of C
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 20 | $ 576 | $ 1,500 |
Restricted cash | 112 | 374 | 1,180 |
Total cash, cash equivalents, and restricted cash shown in the cash flow statement | $ 132 | $ 950 | $ 2,680 |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
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 |
Business Description and Basi_2
Business Description and Basis of Presentation (Details Narrative) | 12 Months Ended |
Dec. 31, 2021 Segments | |
Accounting Policies [Abstract] | |
Number of operating segments | 3 |
Schedule of Segment Revenue (De
Schedule of Segment Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||||||
Revenue | $ 68 | $ 3,362 | $ 353 | $ 5,982 | $ 7,710 | $ 25,914 |
Seminars [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue | 226 | 5,982 | 5,444 | 18,004 | ||
Product [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue | 199 | 478 | ||||
Coaching And Mentoring [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue | 1,053 | |||||
Online And Subscription [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue | 126 | 76 | 1,461 | |||
Other [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue | 1 | 1,991 | 4,918 | |||
North America [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue | 353 | 3,293 | 5,021 | 23,596 | ||
North America [Member] | Seminars [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue | 226 | 3,293 | 4,564 | 16,353 | ||
North America [Member] | Product [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue | 199 | 478 | ||||
North America [Member] | Coaching And Mentoring [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue | 1,050 | |||||
North America [Member] | Online And Subscription [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue | 126 | 76 | 1,421 | |||
North America [Member] | Other [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue | 1 | 182 | 4,294 | |||
UNITED KINGDOM | ||||||
Product Information [Line Items] | ||||||
Revenue | 2,689 | 2,689 | 846 | |||
UNITED KINGDOM | Seminars [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue | 2,689 | 880 | 245 | |||
UNITED KINGDOM | Product [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue | ||||||
UNITED KINGDOM | Coaching And Mentoring [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue | ||||||
UNITED KINGDOM | Online And Subscription [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue | ||||||
UNITED KINGDOM | Other [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue | 1,809 | 601 | ||||
Other Foreign Markets [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue | 1,472 | |||||
Other Foreign Markets [Member] | Seminars [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue | 1,406 | |||||
Other Foreign Markets [Member] | Product [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue | ||||||
Other Foreign Markets [Member] | Coaching And Mentoring [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue | 3 | |||||
Other Foreign Markets [Member] | Online And Subscription [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue | 40 | |||||
Other Foreign Markets [Member] | Other [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue | $ 23 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jan. 17, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||||
Proceeds from Sale of Property, Plant, and Equipment | $ 390,600 | $ 2,500,000 | |||
Gain (Loss) on Disposition of Property Plant Equipment | $ 33,100 | 1,735,000 | |||
Description of deferred revenue recognized | We had deferred revenue of $4.4 million and $10.4 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, 2021 and 2020, respectively. | ||||
Deferred revenue | $ 4,173,000 | $ 4,438,000 | $ 10,382,000 |
Concentration Risk (Details Nar
Concentration Risk (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | |
Concentration Risk [Line Items] | |||||
Cash balances without FDIC | $ 40 | $ 800 | $ 30 | ||
License Agreement [Member] | Revenue from Rights Concentration Risk [Member] | Rich Dad Operating Company Llc [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk threshold percentage | 67.59% | 59.60% | |||
License Agreement [Member] | Revenue from Rights Concentration Risk [Member] | Rich Dad Operating Company Llc [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk threshold percentage | 55.80% | 70.70% |
Schedule of Discontinued Operat
Schedule of Discontinued Operations Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||||
Cash and cash equivalents | $ 14 | |||||
Deferred course expenses | 806 | |||||
Discontinued operations-current assets | 820 | |||||
Other assets | 32 | 32 | 33 | 34 | ||
Total major classes of assets - discontinued operations | 32 | 32 | 33 | 854 | ||
Accounts payable | 3,350 | 3,350 | 3,638 | 3,698 | ||
Accrued course expenses | 528 | 528 | 587 | 593 | ||
Other accrued expenses | 1,906 | 1,906 | 439 | 1,582 | ||
Deferred revenue | 5,018 | 5,018 | 5,181 | 5,413 | ||
Total major classes of liabilities - discontinued operations | 10,802 | 10,802 | 9,845 | 11,286 | ||
Revenue | $ 40 | 40 | 8,247 | |||
Total operating costs and expenses | 907 | 907 | 2,910 | |||
(Loss) Income from discontinued operations | (867) | (867) | 5,337 | |||
Other income (expense), net | (80) | 2 | ||||
Income tax benefit | 1,118 | 1,118 | (1,075) | |||
Net income from discontinued operations | 171 | $ 171 | $ 4,264 | |||
Other expense, net | $ (80) |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) £ in Thousands | 1 Months Ended |
Nov. 26, 2019 GBP (£) | |
Legacy UK [Member] | |
Proceeds from sale of assets and deferred revenue | £ 300 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 234 | $ 234 |
Less: accumulated depreciation | (234) | (230) |
Property and equipment, net | 4 | |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | ||
Building and residential properties [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | ||
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | ||
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 234 | 234 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | ||
Building and leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment |
Property and Equipment (Details
Property and Equipment (Details Narrative) £ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Dec. 08, 2020 USD ($) | Dec. 08, 2020 GBP (£) | Jan. 17, 2020 USD ($) | Oct. 01, 2020 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 GBP (£) | |
Property, Plant and Equipment [Line Items] | |||||||||
Proceeds from sale of assets | $ 390,600 | $ 2,500,000 | |||||||
Depreciation expense | $ 4,000 | 59,000 | |||||||
Real property and improvements [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Proceeds from sale of assets | $ 2,500,000 | ||||||||
Gain from sale of assets | 1,540,000 | ||||||||
Residential properties [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Gain from sale of assets | $ 126,000 | £ 96 | |||||||
Property, Plant and Equipment, Transfers and Changes | $ 363,000 | £ 291 |
Schedule of Short-term and Long
Schedule of Short-term and Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Total debt | $ 3,184 | $ 2,944 | $ 1,900 |
Less current portion of long-term debt | (344) | (1,011) | |
Total long-term debt, net of current portion | 2,840 | 1,933 | 1,900 |
Senior Secured Convertible Debenture [Member] | |||
Debt Instrument [Line Items] | |||
Senior Secured Convertible Debenture | 500 | 500 | |
Debt Discount | (417) | (467) | |
EDIL Loan | 200 | ||
Senior Secured Convertible Debenture, net | 283 | 33 | |
Paycheck Protection Program Loan [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 1,000 | 1,000 | 1,900 |
Paycheck Protection Program Loan 2 [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 1,900 | 1,900 | |
IPFS Insurance Premium Note Payable [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | $ 1 | $ 11 |
Schedule of Short-term Related
Schedule of Short-term Related Party Debt (Details) - Senior Secured Convertible Debenture [Member] - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Senior Secured Convertible Debenture - related party | $ 500 | $ 500 | |
Debt Discount-related party | (417) | (467) | |
Senior Secured Convertible Debenture, net | 283 | 33 | |
Related Party [Member] | |||
Debt Instrument [Line Items] | |||
Senior Secured Convertible Debenture - related party | 506 | 346 | |
Debt Discount-related party | (114) | (204) | |
Senior Secured Convertible Debenture, net | $ 392 | $ 142 |
Schedule of Debt Maturities (De
Schedule of Debt Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Remainder of Fiscal Year | $ 1,393 | |
Year One | 1,153 | |
Year Two | ||
Year Three | ||
Year Four | 2,183 | |
After Four Years | ||
Year Five | 1,933 | |
After Five Years | ||
Total debt | $ 3,576 | $ 3,086 |
Short-Term and Long-Term Debt_2
Short-Term and Long-Term Debt (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||
Aug. 09, 2022 | Jun. 09, 2022 | May 17, 2022 | Apr. 25, 2022 | Mar. 29, 2022 | Mar. 29, 2022 | Dec. 31, 2021 | Oct. 15, 2021 | Oct. 15, 2021 | Aug. 27, 2021 | Aug. 04, 2021 | May 04, 2021 | May 04, 2021 | Apr. 20, 2021 | Mar. 08, 2021 | Oct. 01, 2020 | Aug. 06, 2020 | Apr. 27, 2020 | Sep. 13, 2018 | Oct. 27, 2021 | Aug. 27, 2021 | Jul. 30, 2021 | Apr. 20, 2021 | Apr. 27, 2020 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 08, 2022 | Jul. 08, 2022 | Mar. 28, 2022 | Mar. 08, 2022 | Aug. 26, 2021 | Mar. 10, 2021 | Mar. 13, 2019 | |
Proceeds from sale of property held for sale | $ 1,240,000 | |||||||||||||||||||||||||||||||||||||||
Proceeds from debt | $ 100,000 | |||||||||||||||||||||||||||||||||||||||
Additional paid-in capital | $ 13,161,000 | $ 13,211,000 | $ 13,211,000 | $ 13,161,000 | $ 11,564,000 | |||||||||||||||||||||||||||||||||||
Amortization of debt discount | 179,000 | $ 356,000 | 453,000 | |||||||||||||||||||||||||||||||||||||
Additional paid in capital convertible debt with conversion feature | $ 21,000 | $ 375,000 | $ 500,000 | |||||||||||||||||||||||||||||||||||||
Remaining outstanding principal balance | $ 300,000 | 300,000 | $ 300,000 | $ 300,000 | ||||||||||||||||||||||||||||||||||||
Line of credit remaining borrowing capacity | $ 200,000 | |||||||||||||||||||||||||||||||||||||||
May Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||
Ownership percentage | 4.99% | |||||||||||||||||||||||||||||||||||||||
A B C Impact L L C [Member] | ||||||||||||||||||||||||||||||||||||||||
Ownership percentage | 9.99% | |||||||||||||||||||||||||||||||||||||||
A B C Impact L L C [Member] | June Loan [Member] | ||||||||||||||||||||||||||||||||||||||||
Ownership percentage | 4.99% | |||||||||||||||||||||||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Restricted shares, granted | 2,900,000 | 180,000 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | A B C Impact L L C [Member] | ||||||||||||||||||||||||||||||||||||||||
Ownership percentage | 4.99% | |||||||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||
Warrants maturity date | May 04, 2026 | May 04, 2026 | ||||||||||||||||||||||||||||||||||||||
Share price | $ 0.05 | $ 0.05 | ||||||||||||||||||||||||||||||||||||||
Warrant [Member] | A B C Impact L L C [Member] | ||||||||||||||||||||||||||||||||||||||||
Ownership percentage | 4.99% | |||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Additional paid in capital convertible debt with conversion feature | ||||||||||||||||||||||||||||||||||||||||
First Draw PPP Loan [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, fee amount | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Proceeds from loans | $ 1,899,832 | $ 1,899,832 | ||||||||||||||||||||||||||||||||||||||
Maturity date | Apr. 24, 2022 | Apr. 24, 2022 | ||||||||||||||||||||||||||||||||||||||
Interest rate, percentage | 1% | 1% | 1% | 1% | ||||||||||||||||||||||||||||||||||||
Interest paid | 2,500 | 0 | 2,500 | |||||||||||||||||||||||||||||||||||||
Debt instrument term | 60 months | |||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment, description | 17 equal monthly payments | |||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 29,000 | |||||||||||||||||||||||||||||||||||||||
First Draw PPP Loan [Member] | Principal [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt instrument decrease forgiveness | $ 900,000 | |||||||||||||||||||||||||||||||||||||||
First Draw PPP Loan [Member] | Interest [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt instrument decrease forgiveness | $ 11,000 | |||||||||||||||||||||||||||||||||||||||
Second Draw PPP Loan [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, fee amount | 1,900,000 | $ 1,900,000 | 1,900,000 | 1,900,000 | ||||||||||||||||||||||||||||||||||||
Proceeds from loans | $ 1,899,832 | $ 1,899,832 | ||||||||||||||||||||||||||||||||||||||
Interest rate, percentage | 1% | 1% | ||||||||||||||||||||||||||||||||||||||
Debt instrument term | 60 months | 60 months | ||||||||||||||||||||||||||||||||||||||
FLORIDA | ||||||||||||||||||||||||||||||||||||||||
Proceeds from sale of property held for sale | $ 2,500,000 | |||||||||||||||||||||||||||||||||||||||
One Twenty Days Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt, percentage bearing fixed interest rate | 12% | |||||||||||||||||||||||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt, percentage bearing fixed interest rate | 30% | |||||||||||||||||||||||||||||||||||||||
LTP Debenture [Member] | ||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 57,000 | 0 | $ 38,000 | |||||||||||||||||||||||||||||||||||||
Debt instrument unconverted amount | $ 46,000 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 9,000 | |||||||||||||||||||||||||||||||||||||||
LTP Debenture [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt instrument unconverted amount | $ 46,000 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 9,000 | |||||||||||||||||||||||||||||||||||||||
Subordinated Debenture [Member] | Michel Botbol [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, fee amount | $ 25,000 | $ 25,000 | ||||||||||||||||||||||||||||||||||||||
Interest rate, percentage | 10% | 10% | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 0.05 | $ 0.05 | ||||||||||||||||||||||||||||||||||||||
Warrants maturity date | May 04, 2026 | May 04, 2026 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price percentage | 19.90% | 19.90% | ||||||||||||||||||||||||||||||||||||||
Debt conversion converted instrument shares issued | 500,000 | 500,000 | ||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 21,000 | |||||||||||||||||||||||||||||||||||||||
Warrant issued strike price | $ 0.05 | |||||||||||||||||||||||||||||||||||||||
GLD Debenture [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Restricted shares, granted | 150,000 | 150,000 | ||||||||||||||||||||||||||||||||||||||
Legacy Tech Partners, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt fee amount | 675,000 | 675,000 | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||
Interest rate, percentage | 6% | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price percentage | 125% | |||||||||||||||||||||||||||||||||||||||
Debt instrument convertible threshold percentage | 20% | |||||||||||||||||||||||||||||||||||||||
Interest rate, percentage | 110% | |||||||||||||||||||||||||||||||||||||||
May Loan [Member] | ||||||||||||||||||||||||||||||||||||||||
Interest rate, percentage | 12% | |||||||||||||||||||||||||||||||||||||||
Ten Percent Convertible Debenture [Member] | ||||||||||||||||||||||||||||||||||||||||
Interest rate, percentage | 10% | |||||||||||||||||||||||||||||||||||||||
Interest rate, percentage | 18% | |||||||||||||||||||||||||||||||||||||||
Debt description | (i) the outstanding principal amount of the June Debenture, plus all accrued and unpaid interest, divided by the conversion price on the date the Mandatory Default Amount is either (A) demanded or otherwise due or (B) paid in full, whichever has a lower conversion price, multiplied by the VWAP (as defined in the June Debenture) on the date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP, or (ii) 130% of the outstanding principal amount of the June Debenture, plus 100% of accrued and unpaid interest hereon, and (b) all other amounts, costs, expenses and liquidated damages due in respect of the June Debenture | |||||||||||||||||||||||||||||||||||||||
Ten Percent Convertible Debenture [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||
Interest rate, percentage | 10% | 10% | ||||||||||||||||||||||||||||||||||||||
Ten Percent Convertible Debenture [Member] | Maximum [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||
Interest rate, percentage | 18% | 18% | ||||||||||||||||||||||||||||||||||||||
Regrowth Fund L L C [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, fee amount | $ 500,000 | |||||||||||||||||||||||||||||||||||||||
Short term debt, percentage bearing fixed interest rate | 12% | |||||||||||||||||||||||||||||||||||||||
Proceeds from debt, net of issuance costs | $ 396.7 | |||||||||||||||||||||||||||||||||||||||
Regrowth Fund L L C [Member] | Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||
Proceeds from short term debt | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Legacy Tech Partners, LLC [Member] | LTP Debenture [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, fee amount | 300,000 | $ 300,000 | 300,000 | $ 375,000 | 200,000 | 300,000 | ||||||||||||||||||||||||||||||||||
Interest rate, percentage | 10% | |||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 0.05 | |||||||||||||||||||||||||||||||||||||||
Proceeds from debt | $ 100,000 | 314,000 | ||||||||||||||||||||||||||||||||||||||
Legal fees | 61,000 | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price percentage | 19.90% | |||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 330,000 | |||||||||||||||||||||||||||||||||||||||
Debt conversion converted instrument shares issued | 6,600,000 | |||||||||||||||||||||||||||||||||||||||
Additional paid-in capital | 375,000 | $ 375,000 | ||||||||||||||||||||||||||||||||||||||
Beneficial conversion feature | 228,000 | $ 228,000 | 375,000 | |||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 361,000 | |||||||||||||||||||||||||||||||||||||||
Legacy Tech Partners, LLC [Member] | LTP Debenture [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, fee amount | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||||||||||||||||
Legacy Tech Partners, LLC [Member] | LTP Debenture [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, fee amount | 675,000 | 675,000 | ||||||||||||||||||||||||||||||||||||||
Legacy Tech Partners, LLC [Member] | LTP Debenture [Member] | Prior to March 31, 2022 [Member] | ||||||||||||||||||||||||||||||||||||||||
Additional borrowing limit | $ 625,000 | |||||||||||||||||||||||||||||||||||||||
Legacy Tech Partners, LLC [Member] | LTP Debenture [Member] | Prior to March 8, 2024 [Member] | ||||||||||||||||||||||||||||||||||||||||
Additional borrowing limit | $ 4,000 | |||||||||||||||||||||||||||||||||||||||
Legacy Tech Partners, LLC [Member] | LTP Debenture [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 0.05 | |||||||||||||||||||||||||||||||||||||||
Warrants maturity date | Mar. 08, 2026 | |||||||||||||||||||||||||||||||||||||||
Legacy Tech Partners, LLC [Member] | LTP Debenture [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.155 | |||||||||||||||||||||||||||||||||||||||
Legacy Tech Partners, LLC [Member] | Senior Secured Convertible Debenture [Member] | ||||||||||||||||||||||||||||||||||||||||
Interest rate, percentage | 10% | |||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 0.05 | |||||||||||||||||||||||||||||||||||||||
Warrants maturity date | Mar. 08, 2026 | |||||||||||||||||||||||||||||||||||||||
Proceeds from debt | 314,000 | |||||||||||||||||||||||||||||||||||||||
Legal fees | 61,000 | |||||||||||||||||||||||||||||||||||||||
Debt conversion converted instrument shares issued | 6,600,000 | |||||||||||||||||||||||||||||||||||||||
Share price | $ 0.155 | |||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 14,000 | 0 | ||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 375,000 | |||||||||||||||||||||||||||||||||||||||
Warrant issued strike price | $ 0.05 | |||||||||||||||||||||||||||||||||||||||
Debt description | The aggregate number of shares issuable upon conversion of the LTP Debenture and upon the exercise of the “LTP 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 “LTP Warrants. At the Annual Meeting of Stockholders of the Company held on July 2, 2021, the stockholders approved the future issuance of shares to LTP upon conversion under the LTP Debenture in excess of the 19.9% limitation, but no such shares have been issued | |||||||||||||||||||||||||||||||||||||||
Debt conversion converted instrument amount | $ 330,000 | |||||||||||||||||||||||||||||||||||||||
Additional paid in capital convertible debt with conversion feature | 375,000 | |||||||||||||||||||||||||||||||||||||||
Legacy Tech Partners, LLC [Member] | Senior Secured Convertible Debenture [Member] | Prior to March 31, 2022 [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 625,000 | |||||||||||||||||||||||||||||||||||||||
Legacy Tech Partners, LLC [Member] | Senior Secured Convertible Debenture [Member] | Prior to March 8, 2024 [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 4,000,000 | |||||||||||||||||||||||||||||||||||||||
GLD Legacy Holdings LLC [Member] | GLD Debenture [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, fee amount | $ 500,000 | $ 500,000 | ||||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 27, 2026 | Aug. 27, 2026 | ||||||||||||||||||||||||||||||||||||||
Interest rate, percentage | 10% | 10% | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 0.0005 | $ 0.0005 | ||||||||||||||||||||||||||||||||||||||
Warrants maturity date | Aug. 27, 2026 | Aug. 27, 2026 | ||||||||||||||||||||||||||||||||||||||
Proceeds from debt | 485,200 | 485,200 | ||||||||||||||||||||||||||||||||||||||
Legal fees | 14,800 | $ 14,800 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price percentage | 19.90% | 19.90% | ||||||||||||||||||||||||||||||||||||||
Share price | $ 0.10 | $ 0.10 | ||||||||||||||||||||||||||||||||||||||
Additional paid-in capital | 500,000 | 500,000 | ||||||||||||||||||||||||||||||||||||||
Beneficial conversion feature | 500,000 | |||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 25,000 | $ 0 | 33,300 | |||||||||||||||||||||||||||||||||||||
Warrant issued strike price | $ 0.05 | |||||||||||||||||||||||||||||||||||||||
GLD Legacy Holdings LLC [Member] | GLD Debenture [Member] | Prior to December 31, 2023 [Member] | ||||||||||||||||||||||||||||||||||||||||
Additional borrowing limit | $ 500,000 | $ 500,000 | ||||||||||||||||||||||||||||||||||||||
GLD Legacy Holdings LLC [Member] | GLD Debenture [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||
Warrants maturity date | Aug. 27, 2026 | Aug. 27, 2026 | ||||||||||||||||||||||||||||||||||||||
Share price | $ 0.05 | $ 0.05 | ||||||||||||||||||||||||||||||||||||||
GLD Legacy Holdings LLC [Member] | GLD Debenture [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.10 | $ 0.10 | ||||||||||||||||||||||||||||||||||||||
A B C Impact L L C [Member] | Ten Percent Convertible Debenture [Member] | ||||||||||||||||||||||||||||||||||||||||
Interest rate, percentage | 1,000% | |||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 0.05 | |||||||||||||||||||||||||||||||||||||||
Debt description | (i) the outstanding principal amount of the July Debenture, plus all accrued and unpaid interest, divided by the conversion price on the date the Mandatory Default Amount is either (A) demanded or otherwise due or (B) paid in full, whichever has a lower conversion price, multiplied by the VWAP (as defined in the July Debenture) on the date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP, or (ii) 130% of the outstanding principal amount of the July Debenture, plus 100% of accrued and unpaid interest hereon, and (b) all other amounts, costs, expenses and liquidated damages due in respect of the July Debenture | |||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.05 | |||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||||||||||||||||
A B C Impact L L C [Member] | Ten Percent Convertible Debenture [Member] | June Loan [Member] | ||||||||||||||||||||||||||||||||||||||||
Line of credit remaining borrowing capacity | $ 4,950,000 | |||||||||||||||||||||||||||||||||||||||
line of credit | $ 50,000 | |||||||||||||||||||||||||||||||||||||||
A B C Impact L L C [Member] | Ten Percent Convertible Debenture [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 0.05 | |||||||||||||||||||||||||||||||||||||||
Debt description | (a) the greater of (i) the outstanding principal amount of the August Debenture, plus all accrued and unpaid interest, divided by the conversion price on the date the Mandatory Default Amount is either (A) demanded or otherwise due or (B) paid in full, whichever has a lower conversion price, multiplied by the VWAP (as defined in the August Debenture) on the date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP, or (ii) 130% of the outstanding principal amount of the August Debenture, plus 100% of accrued and unpaid interest hereon, and (b) all other amounts, costs, expenses and liquidated damages due in respect of the August Debenture. | |||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||||||||||||||||
Mortgage And Security Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, fee amount | $ 500,000 | |||||||||||||||||||||||||||||||||||||||
Mortgage And Security Agreement [Member] | One Twenty Days Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt, percentage bearing fixed interest rate | 12% | |||||||||||||||||||||||||||||||||||||||
Mortgage And Security Agreement [Member] | Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt, percentage bearing fixed interest rate | 30% | |||||||||||||||||||||||||||||||||||||||
Mortgage And Security Agreement [Member] | Regrowth Fund L L C [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, fee amount | $ 500,000 | |||||||||||||||||||||||||||||||||||||||
Proceeds from short term debt | $ 459,269 | |||||||||||||||||||||||||||||||||||||||
GLD Debenture [Member] | ||||||||||||||||||||||||||||||||||||||||
Vested shares of common stock | 315,000 | |||||||||||||||||||||||||||||||||||||||
Number of common stock received | 315,000 | |||||||||||||||||||||||||||||||||||||||
Premium Finance Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||
Interest rate, percentage | 5.55% | |||||||||||||||||||||||||||||||||||||||
Debt instrument term | 10 months | |||||||||||||||||||||||||||||||||||||||
Insurance coverage amount | $ 26,000 | |||||||||||||||||||||||||||||||||||||||
Accrued insurance | $ 11,000 | $ 4,000 | $ 11,000 | |||||||||||||||||||||||||||||||||||||
S B A Loan Agreement [Member] | E I D L Loan [Member] | ||||||||||||||||||||||||||||||||||||||||
Proceeds from loans | $ 200,000 | |||||||||||||||||||||||||||||||||||||||
Interest rate, percentage | 3.75% | |||||||||||||||||||||||||||||||||||||||
Debt instrument term | 30 years | |||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 1,000 | |||||||||||||||||||||||||||||||||||||||
The Purchase Agreement [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||
Proceeds from loans | $ 110,000 | |||||||||||||||||||||||||||||||||||||||
Amortization of financing costs and discounts | $ 10,000 | |||||||||||||||||||||||||||||||||||||||
Common stock, percentage | 100% |
Schedule of Warrant Activities
Schedule of Warrant Activities (Details) - Warrant [Member] - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | |||
StockWarrantsLineItems [Line Items] | ||||
Number of Shares, Outstanding, Beginning balance | 7,083,500 | |||
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.05 | |||
Aggregate Intrinsic Value, Beginning | [1] | $ 259 | ||
Granted | 7,083,500 | |||
Weighted Average Exercise Price, Granted | $ 0.05 | |||
Number of Shares, Outstanding, Ending balance | 7,083,500 | |||
Weighted Average Exercise Price, Outstanding, Ending balance | $ 0.05 | |||
Weighted Average Remaining Contractual Term in Years, ending. | 4 years 3 months 18 days | |||
Aggregate Intrinsic Value, Ending | [1] | $ 259 | ||
Exercisable, ending balance | 7,083,500 | |||
Weighted Average Exercise Price, Exercisable | $ 0.05 | |||
Weighted Average Remaining Contractual Term in Years, Exercisable | 4 years 1 month 6 days | |||
Aggregate Intrinsic Value, Ending | [1] | $ 259 | ||
Previously Reported [Member] | ||||
StockWarrantsLineItems [Line Items] | ||||
Number of Shares, Outstanding, Beginning balance | 7,083,500 | |||
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.05 | |||
Aggregate Intrinsic Value, Beginning | $ 79 | [2] | ||
Granted | 7,083,500 | |||
Weighted Average Exercise Price, Granted | $ 0.05 | |||
Number of Shares, Outstanding, Ending balance | 7,083,500 | |||
Weighted Average Exercise Price, Outstanding, Ending balance | $ 0.05 | |||
Weighted Average Remaining Contractual Term in Years, ending. | 4 years 3 months 18 days | |||
Aggregate Intrinsic Value, Ending | [2] | $ 79 | ||
Exercisable, ending balance | 7,083,500 | |||
Weighted Average Exercise Price, Exercisable | $ 0.05 | |||
Weighted Average Remaining Contractual Term in Years, Exercisable | 4 years 3 months 18 days | |||
Aggregate Intrinsic Value, Ending | [2] | $ 79 | ||
[1]The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 0.0866 0.0612 |
Schedule of Warrant Activitie_2
Schedule of Warrant Activities (Details) (Parenthitical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Legacy Tech Partners LLC LTP [Member] | ||
StockWarrantsLineItems [Line Items] | ||
Common stock, price | $ 0.0866 | $ 0.0612 |
Stock Warrants (Details Narrati
Stock Warrants (Details Narrative) - USD ($) | Jun. 11, 2021 | Jun. 11, 2021 | May 04, 2021 | May 04, 2021 |
M Botbol [Member] | ||||
StockWarrantsLineItems [Line Items] | ||||
Debt conversion converted instrument warrant or shares issued | 500,000 | 500,000 | ||
Debt Instrument, Interest Rate During Period | 10% | |||
Debt Conversion, Converted Instrument, Amount | $ 25,000 | |||
Debt Instrument, Convertible, Conversion Price | $ 0.05 | $ 0.05 | ||
Warrants conversion percentage | 10% | |||
Debenture owed to unconsolidated subsidiary | $ 25,000,000 | $ 25,000,000 | ||
Common stock exercise price per share | $ 0.05 | $ 0.05 | ||
Legacy Tech Partners LLC LTP [Member] | ||||
StockWarrantsLineItems [Line Items] | ||||
Debt conversion converted instrument warrant or shares issued | 6,583,500 | 6,583,500 | ||
Debt Instrument, Interest Rate During Period | 10% | |||
Debt Conversion, Converted Instrument, Amount | $ 330,000 | |||
Debt Instrument, Convertible, Conversion Price | $ 0.05 | $ 0.05 | ||
Warrants conversion percentage | 1,000% | |||
Debenture owed to unconsolidated subsidiary | $ 330,000,000 | $ 330,000,000 | ||
Common stock exercise price per share | $ 0.05 | $ 0.05 |
Schedule of Restricted Shares A
Schedule of Restricted Shares Activities (Details) - Restricted Stock [Member] - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares, unvested, beginning | 92 | 456 |
Weighted average grant date value, unvested, beginning | $ 0.11 | $ 0.25 |
Number of shares, unvested, granted | 2,900 | 180 |
Weighted average grant date value, granted | $ 0.07 | $ 0.08 |
Number of shares, unvested, forfeited | (945) | (64) |
Weighted average grant date value, forfeited | $ 0.06 | $ 0.28 |
Number of shares, unvested, vested | (1,257) | (480) |
Weighted average grant date value, vested | $ 0.08 | $ 0.20 |
Number of shares, unvested, ending | 790 | 92 |
Weighted average grant date value, unvested, ending | $ 0.06 | $ 0.11 |
Share-Based Compensation (Detai
Share-Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
May 05, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 16, 2015 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, Forfeited | 945,000 | |||||||
Unrecognized compensation expense | $ 50,000 | $ 10,000 | ||||||
Weighted average period | 2 years 3 months 18 days | |||||||
Share based compensation expense | $ 49,600 | $ 31,000 | $ 45,400 | $ 31,000 | $ 122,000 | $ 23,000 | ||
2015 Incentive Plan [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Common stock shares reserved for future reserve | 5,000,000 | |||||||
Number of shares granted | 250,000 | |||||||
Grant date price per share | $ 0.165 | |||||||
Vested in period fair value | $ 41,300 | |||||||
2015 Incentive Plan [Member] | Board of Directors [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of shares granted | 550,000 | |||||||
Grant date price per share | $ 0.06 | |||||||
Vested in period fair value | $ 34,700 | |||||||
2015 Incentive Plan [Member] | Employee [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of shares granted | 1,735,000 | |||||||
Grant date price per share | $ 0.06 | |||||||
Vested in period fair value | $ 49,800 | |||||||
2015 Incentive Plan [Member] | External Consultants [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of shares granted | 100,000 | 100,000 | ||||||
Grant date price per share | $ 0.06 | $ 0.07 | ||||||
Vested in period fair value | $ 6,300 | $ 7,000 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 300,000 | 100,000 | ||||||
2015 Incentive Plan [Member] | External Consultants 1 [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of shares granted | 315,000 | |||||||
Grant date price per share | $ 0.10 | |||||||
Vested in period fair value | $ 31,500 | |||||||
2015 Incentive Plan [Member] | Independent Members [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of shares granted | 80,000 | |||||||
Grant date price per share | $ 0.10 | |||||||
Vested in period fair value | $ 8,000 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Employees contribution expense | $ 55 | $ 100 |
Schedule of Income Tax Provisio
Schedule of Income Tax Provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income/(loss) from continuing operations before income taxes: | ||||||
U.S. | $ (1,211) | $ 12,367 | ||||
Non-U.S. | 1,190 | 2,261 | ||||
Income (loss) from continuing operations before income taxes | $ (856) | $ 231 | $ (1,535) | $ 1,359 | (21) | 14,628 |
Current: | ||||||
Federal | (887) | 2,037 | ||||
State | 244 | 347 | ||||
Non-U.S. | 81 | |||||
Total current | (643) | 2,465 | ||||
Deferred: | ||||||
Federal | 1,139 | 126 | ||||
State | 220 | 5 | ||||
Non-U.S. | 287 | |||||
Total deferred | 1,359 | 418 | ||||
Noncurrent | ||||||
Federal | ||||||
State | ||||||
Non-U.S. | ||||||
Total noncurrent | ||||||
Total income tax expense | $ 0 | $ (131) | $ (136) | $ 915 | $ 716 | $ 2,883 |
Effective Income Tax Rate Reconciliation, Percent | (3409.50%) | 19.70% |
Schedule of Difference in Tax P
Schedule of Difference in Tax Provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||||
Computed expected federal tax benefit (expense) | $ (4) | $ 3,072 | ||||
(Decrease) Increase in valuation allowance | (1,098) | |||||
State income, net of federal benefit | 367 | 278 | ||||
Non-U.S. income taxed at different rates | (196) | 322 | ||||
Intercompany Gain | 738 | |||||
Unrecognized tax benefits | 309 | |||||
Other | (189) | |||||
Total income tax expense | $ 0 | $ (131) | $ (136) | $ 915 | $ 716 | $ 2,883 |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating losses | $ 136 | $ 1,357 |
Depreciation | (1) | |
Valuation allowance | (1,331) | |
Total deferred tax assets | 136 | 25 |
Deferred tax liabilities: | ||
Deferred course expenses | (34) | |
Intercompany Debts | (1,595) | |
Total deferred tax liabilities | (1,629) | (159) |
Net deferred tax asset (liability) | $ (1,493) | $ (134) |
Schedule of Unrecognized Tax Be
Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits - beginning balance | $ 309 | |
Gross increases - tax positions in prior period | ||
Gross decreases - tax positions in prior period | ||
Unrecognized tax benefits - ending balance | $ 309 | $ 309 |
Schedule of Liability for Unrec
Schedule of Liability for Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | |||
Reduction of net operating loss carryforwards | |||
Noncurrent tax liability (reflected in Other long-term liabilities) | 309 | 309 | |
Total liability for unrecognized tax benefits | $ 300 | $ 309 | $ 309 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 11, 2022 | |
Operating Loss Carryforwards [Line Items] | |||||||
Income Tax Expense (Benefit) | $ 0 | $ (131) | $ (136) | $ 915 | $ 716 | $ 2,883 | |
Increase (Decrease) in Income Taxes | 2,200 | ||||||
Deferred tax assets, valuation allowance | 1,331 | ||||||
Operating Loss Carryforwards, Limitations on Use | The foreign loss carryforwards begin to expire in 2027 and the state net operating loss carryforwards begin to expire in 2038. | ||||||
Liability pertaining to uncertain tax positions | $ 300 | 300 | |||||
Accrued interest and penalties on uncertain tax positions | 40 | 40 | |||||
Unrecognized tax benefits that would impact effective tax rate | 300 | 300 | |||||
Payroll expense benefit | 292 | ||||||
Gross receivables | 292 | ||||||
Accrued balance | $ 201 | ||||||
Income Tax Expense (Benefit) | $ 0 | $ 131 | $ 136 | $ (915) | (716) | (2,883) | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 0% | 22.80% | 38% | 67% | |||
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent | 21% | ||||||
Valuation allowances | $ 3,500 | $ 3,500 | 3,500 | ||||
Unrecognized tax benefits | $ 300 | $ 300 | 309 | 309 | |||
Foreign Tax Authority [Member] | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Operating Loss Carryforwards | 15,100 | 16,500 | |||||
State and Local Jurisdiction [Member] | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Operating Loss Carryforwards | 2,900 | 300 | |||||
Subsidiaries [Member] | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Deferred tax assets, valuation allowance | $ 3,500 | $ 3,600 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Nov. 18, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2020 | |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |
Common stock, par or stated value 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 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares outstanding | 37,867,697 | 34,167,697 | 23,279,197 | |
Capital stock issued, outstanding percentage | 10% | |||
Purchase of stock options, value | $ 13 | |||
Preferred stock, shares outstanding | 0 | 0 | ||
Mayer And Associates LLC [Member] | Purchase Agreements [Member] | ||||
Common stock, par or stated value per share | $ 0.0001 | |||
Purchase of stock options | 1,600,000 | |||
Share Price | $ 160 | |||
Mayer And Associates LLC [Member] | Purchase Agreements [Member] | Equity Option [Member] | ||||
Purchase of stock options, value | $ 13,840 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 18,400,000 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | Mayer’s option to purchase the option shares shall expire on November 18, 2023. Mayer’s right to acquire any of the option shares is subject to limitation so that no time may Mayer beneficially on more than 4.99% (or 9.99% under certain circumstances) of the total issued and outstanding shares of Company’s common stock. | |||
Mayer And Associates LLC [Member] | Purchase Agreements [Member] | Equity Option [Member] | Maximum [Member] | ||||
Purchase of stock options | 138,400,000 | |||
Share Price | $ 0.05833 | |||
Mayer And Associates LLC [Member] | Purchase Agreements [Member] | Equity Option [Member] | Minimum [Member] | ||||
Share Price | $ 0.0001 | |||
Previously Reported [Member] | ||||
Common stock, shares outstanding | 33,917,697 |
Schedule of Calculations of Bas
Schedule of Calculations of Basic and Diluted EPS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||||||||
As reported, Net Income | $ (856,000) | $ (543,000) | $ 362,000 | $ 253,000 | $ (1,399,000) | $ 615,000 | $ (566,000) | $ 16,009,000 |
As reported, Weighted Average Shares Outstanding | 34,168 | 25,142 | 29,187 | 23,230 | ||||
As reported Loss per share basic | $ (0.04) | |||||||
Amounts allocated to unvested restricted shares and warrants, Net Income | $ (24,000) | $ (106) | ||||||
Amounts allocated to unvested restricted shares and warrants, Weighted Average Shares Outstanding | (986) | (154) | ||||||
Amounts available to common stockholders, Net Income | $ (1,399,000) | $ 591,000 | $ (566,000) | $ 15,903,000 | ||||
Amounts available to common stockholders, Weighted Average Shares | 24,410 | 25,113 | 34,168 | 24,156 | 29,187 | 23,076 | ||
Amounts available to common stockholders, Earnings Per Share | $ (0.04) | $ 0.01 | $ (0.04) | $ 0.02 | $ (0.02) | $ 0.69 | ||
Amounts allocated to unvested restricted shares, Net Income | $ 25,000 | $ 106,000 | ||||||
Amounts allocated to unvested restricted shares, Weighted Average Shares Outstanding | 986 | 154 | ||||||
Stock warrants, Net Income | ||||||||
Stock warrants, Weighted Average Shares Outstanding | 4,006 | |||||||
Incremental shares to be issued for convertible note related party, net income | $ 13,000 | |||||||
Shares of common stock to be issued for convertible note, Weighted Average Shares Outstanding | ||||||||
Amounts reallocated to unvested restricted shares, Net Income | $ (25,000) | $ (107,000) | ||||||
Amounts reallocated to unvested restricted shares, Weighted Average Shares Outstanding | ||||||||
Amounts available to stockholders and assumed conversions, Net Income | $ (1,399,000) | $ 604,000 | $ (566,000) | $ 15,902,000 | ||||
Amounts available to stockholders and assumed conversions, Weighted Average Shares Outstanding | 24,410 | 31,843 | 34,168 | 30,048 | 29,187 | 23,230 | ||
Amounts available to stockholders and assumed conversions, Earnings Per Share | $ (0.04) | $ 0.01 | $ (0.04) | $ 0.02 | $ (0.02) | $ 0.69 | ||
Shares of common stock to be issued for convertible note, Net Income | ||||||||
Incremental shares to be issued for convertible note related part, Weighted Average Shares Outstanding | 900 |
Earnings Per Share (_EPS_) (Det
Earnings Per Share (“EPS”) (Details Narrative) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||||||
Weighted average unvested restricted stock awards outstanding | 790,000 | 1,871,396 | 790,000 | 986,365 | 1,448,992 | 153,612 |
Schedule of Total Revenue Attri
Schedule of Total Revenue Attributable to Each Segment (Details) - Geographic Concentration Risk [Member] - Revenue Benchmark [Member] | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue, Major Customer [Line Items] | ||||
Total consolidated revenue | 100% | 100% | 100% | 100% |
North America [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Total consolidated revenue | 100% | 55% | 65.10% | 91.10% |
UNITED KINGDOM | ||||
Revenue, Major Customer [Line Items] | ||||
Total consolidated revenue | 0% | 45% | 34.90% | 3.30% |
Other Foreign Markets [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Total consolidated revenue | 5.60% |
Schedule of Operating Results f
Schedule of Operating Results for Segments (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Total consolidated revenue | $ 354,000 | $ 5,982,000 | $ 7,710,000 | $ 25,914,000 | ||||
Total consolidated gross profit | 8,000 | [1] | 4,144,000 | [1] | 3,780,000 | [2] | 17,752,000 | [2] |
North America [Member] | ||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Total consolidated revenue | 354,000 | 3,293,000 | 5,021,000 | 23,596,000 | ||||
Total consolidated gross profit | 7,000 | [1] | 1,935,000 | [1] | 1,586,000 | [2] | 15,631,000 | [2] |
UNITED KINGDOM | ||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Total consolidated revenue | 2,689,000 | 2,689,000 | 846,000 | |||||
Total consolidated gross profit | 1,000 | [1] | 2,209,000 | [1] | 2,194,000 | [2] | 802,000 | [2] |
Other Foreign Markets [Member] | ||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Total consolidated revenue | 1,472,000 | |||||||
Total consolidated gross profit | [1] | [1] | [2] | $ 1,319,000 | [2] | |||
[1]Segment gross profit is calculated as revenue less direct course expenses, advertising and sales expenses and royalty expenses.[2]Segment gross profit is calculated as revenue less direct course expenses, advertising and sales expenses and royalty expense. |
Schedule of Depreciation and Am
Schedule of Depreciation and Amortization Expenses (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total consolidated depreciation and amortization expenses | $ 4 | $ 4 | $ 59 | |
North America [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total consolidated depreciation and amortization expenses | 2 | 2 | 45 | |
UNITED KINGDOM | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total consolidated depreciation and amortization expenses | 2 | 2 | 14 | |
Other Foreign Markets [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total consolidated depreciation and amortization expenses |
Schedule of Segment Identifiabl
Schedule of Segment Identifiable Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total consolidated identifiable assets | $ 664 | $ 1,649 | $ 5,292 |
North America [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total consolidated identifiable assets | 400 | 1,348 | 3,834 |
UNITED KINGDOM | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total consolidated identifiable assets | 93 | 126 | 1,266 |
Other Foreign Markets [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total consolidated identifiable assets | $ 171 | $ 175 | $ 192 |
Segment Information (Details Na
Segment Information (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting [Abstract] | ||
Long lived asset | $ 0 | $ 4 |
International long lived asset | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||
Feb. 22, 2022 USD ($) | Aug. 12, 2021 USD ($) | Feb. 18, 2021 USD ($) | Dec. 08, 2020 USD ($) | Jul. 24, 2020 GBP (£) | Mar. 18, 2020 GBP (£) | Dec. 08, 2020 USD ($) | Jul. 24, 2020 GBP (£) | Mar. 18, 2020 GBP (£) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | May 19, 2021 USD ($) | Dec. 08, 2020 GBP (£) | Nov. 26, 2019 GBP (£) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Royalty expense | $ 0 | $ 0 | $ 0 | $ 0 | $ 68,000 | |||||||||||||
Long-Term Purchase Commitment, Description | There were no purchase commitments made by the Company | There were no purchase commitments made by the Company | ||||||||||||||||
Construction payable | $ 100,000 | $ 400,000 | $ 60,000 | |||||||||||||||
Payment for legal settlements | $ 160,000 | 340,000 | 280,000 | |||||||||||||||
Deferred revenue | $ 6,900,000 | 6,900,000 | ||||||||||||||||
Payment for administrative fees | $ 390,600 | $ 390,600 | ||||||||||||||||
Property investment | £ | £ 363,000 | |||||||||||||||||
Contribution of property | $ 924,000 | $ 924,000 | ||||||||||||||||
Litigation settlement expense | £ 392,761.70 | £ 461,459.70 | £ 392,761.70 | £ 461,459.70 | $ 60 | |||||||||||||
Late payment interest | £ | £ 68,698 | £ 68,698 | ||||||||||||||||
Mr Kostiner [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Litigation settlement expense | $ 35,000 | |||||||||||||||||
Mayflower Alliance LTD [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Deferred revenue | £ | £ 300,000 | |||||||||||||||||
Licensing Agreements [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Royalty expense | $ 0 | $ 0 | ||||||||||||||||
Revised Second Amended Complaint [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Gain loss related to litigation settlement | $ 240,000,000 |
Schedule of Lease Related Asset
Schedule of Lease Related Assets and Liabilities (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 26, 2019 |
Leases | ||||
Operating lease assets | $ 6,000 | $ 20,000 | $ 45,000 | $ 2,200,000 |
Total lease assets | 6,000 | 20,000 | 45,000 | 2,200,000 |
Operating lease liabilities | 7,000 | 20,000 | 25,000 | |
Operating lease liabilities | 20,000 | |||
Total lease liabilities | $ 7,000 | $ 20,000 | $ 45,000 | $ 2,200,000 |
Schedule of Operating Lease Cos
Schedule of Operating Lease Cost (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||||
Operating lease cost | $ 6 | $ 13 | $ 27 | $ 23 |
Total lease cost | $ 6 | $ 13 | $ 27 | $ 23 |
Schedule of Cash Flow Informati
Schedule of Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating cash flows for operating leases | $ 6 | $ 13 | $ 27 | $ 20 |
Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets/(decrease) of lease liability due to cancellation of leases | $ 1 | $ 13 |
Schedule of Weighted Average Re
Schedule of Weighted Average Remaining Lease Terms and Weighted Average Discount Rates (Details) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | |||
Weighted average remaining lease term - operating leases | 6 months | 9 months | 1 year 9 months |
Weighted average discount rate - operating leases | 12% | 12% | 12% |
Schedule of Operating Lease Lia
Schedule of Operating Lease Liabilities (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 26, 2019 |
Leases | ||||
2022 | $ 20,000 | |||
2023 | ||||
2024 | ||||
Total minimum lease payments | 20,000 | |||
Less: effect of discounting | 0 | |||
Total lease liabilities | $ 7,000 | 20,000 | $ 45,000 | $ 2,200,000 |
Less: current obligations under leases | (7,000) | (20,000) | (25,000) | |
Long-term lease obligations | $ 20,000 |
Leases (Details Narrative)
Leases (Details Narrative) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Oct. 01, 2020 ft² | Sep. 30, 2020 USD ($) | Nov. 26, 2019 USD ($) |
Leases | ||||||
Lease term | 12 months | 12 months | ||||
Right-of-use asset | $ 6,000 | $ 20,000 | $ 45,000 | $ 2,200,000 | ||
Lease, liability | $ 7,000 | $ 20,000 | $ 45,000 | $ 2,200,000 | ||
Operating lease, term | 2 years | |||||
Office and warehouse space | ft² | 1,600 | |||||
Lease obligation | $ 32,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Aug. 31, 2022 | Aug. 09, 2022 | Aug. 08, 2022 | Jul. 15, 2022 | Jul. 08, 2022 | Jun. 09, 2022 | Mar. 29, 2022 | Apr. 27, 2020 | Jun. 30, 2022 | Dec. 31, 2020 | Mar. 08, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Issuance of shares | 250 | 180,000 | ||||||||||
A B C Impact L L C [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Ownership percentage | 9.99% | |||||||||||
A B C Impact L L C [Member] | July Loan Warrant [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Ownership percentage | 4.99% | |||||||||||
First Draw Paycheck Protection Program Note Agreement [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Maturity date | Apr. 24, 2022 | |||||||||||
Ten Percent Convertible Debenture [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Interest rate, percentage | 10% | |||||||||||
Debt instrument description | (i) the outstanding principal amount of the June Debenture, plus all accrued and unpaid interest, divided by the conversion price on the date the Mandatory Default Amount is either (A) demanded or otherwise due or (B) paid in full, whichever has a lower conversion price, multiplied by the VWAP (as defined in the June Debenture) on the date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP, or (ii) 130% of the outstanding principal amount of the June Debenture, plus 100% of accrued and unpaid interest hereon, and (b) all other amounts, costs, expenses and liquidated damages due in respect of the June Debenture | |||||||||||
Ten Percent Convertible Debenture [Member] | A B C Impact L L C [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Bank Loan | $ 150,000 | $ 50,000 | ||||||||||
Interest rate, percentage | 1,000% | |||||||||||
Debt conversion price | $ 0.05 | |||||||||||
Debt instrument description | (i) the outstanding principal amount of the July Debenture, plus all accrued and unpaid interest, divided by the conversion price on the date the Mandatory Default Amount is either (A) demanded or otherwise due or (B) paid in full, whichever has a lower conversion price, multiplied by the VWAP (as defined in the July Debenture) on the date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP, or (ii) 130% of the outstanding principal amount of the July Debenture, plus 100% of accrued and unpaid interest hereon, and (b) all other amounts, costs, expenses and liquidated damages due in respect of the July Debenture | |||||||||||
Warrant exercise price | $ 0.05 | |||||||||||
Warrant term | 5 years | |||||||||||
July Loan Warrant [Member] | A B C Impact L L C [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Ownership percentage | 4.99% | |||||||||||
Subsequent Event [Member] | A B C Impact L L C [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Ownership percentage | 4.99% | |||||||||||
Subsequent Event [Member] | First Draw Paycheck Protection Program Note Agreement [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Principal amount | $ 1,000,000 | |||||||||||
Maturity date | Apr. 24, 2025 | |||||||||||
Subsequent Event [Member] | Forbearance Agreement [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Legal fees | $ 25,000 | |||||||||||
Subsequent Event [Member] | Forbearance Agreement [Member] | A B C Impact [Member] | Common Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock option, granted | 18,400,000 | |||||||||||
Common stock par value | $ 0.0001 | |||||||||||
Subsequent Event [Member] | Forbearance Agreement [Member] | G L D [Member] | Common Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Issuance of shares | 2,100,000 | |||||||||||
Share price | $ 0.0001 | |||||||||||
Subsequent Event [Member] | Forbearance Agreement [Member] | L T P [Member] | Common Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Issuance of shares | 1,600,000 | |||||||||||
Share price | $ 0.0001 | |||||||||||
Subsequent Event [Member] | Senior Secured Convertible Debt | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Principal amount | $ 47,000 | |||||||||||
Accrued interest | $ 9,000 | |||||||||||
Subsequent Event [Member] | Ten Percentage Convertible Debenture [Member] | A B C Impact [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Proceeds from loans | $ 100,000 | $ 100,000 | ||||||||||
Additional loans borrowed | $ 4,750,000 | $ 4,850,000 | ||||||||||
Subsequent Event [Member] | Ten Percent Convertible Debenture [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Interest rate, percentage | 10% | 10% | ||||||||||
Subsequent Event [Member] | Ten Percent Convertible Debenture [Member] | Maximum [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Interest rate, percentage | 18% | 18% | ||||||||||
Subsequent Event [Member] | Ten Percent Convertible Debenture [Member] | A B C Impact L L C [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt conversion price | $ 0.05 | |||||||||||
Debt instrument description | (a) the greater of (i) the outstanding principal amount of the August Debenture, plus all accrued and unpaid interest, divided by the conversion price on the date the Mandatory Default Amount is either (A) demanded or otherwise due or (B) paid in full, whichever has a lower conversion price, multiplied by the VWAP (as defined in the August Debenture) on the date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP, or (ii) 130% of the outstanding principal amount of the August Debenture, plus 100% of accrued and unpaid interest hereon, and (b) all other amounts, costs, expenses and liquidated damages due in respect of the August Debenture. | |||||||||||
Warrant term | 5 years | |||||||||||
Subsequent Event [Member] | July Loan Warrant [Member] | A B C Impact L L C [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Ownership percentage | 4.99% |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Deferred revenue | $ 6,900 |
Reserve description | As of June 30, 2022, we maintain a reserve for breakage of $0.02 million for the fulfillment of our obligation to students whose contracts expired during our COVID-19 60-day operational hiatus during Q2 2020 |
Reserve for breakage | $ 20 |