INTRODUCTION

You should read the following discussion of our financial condition and results of operations with our audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. This discussion contains forward-looking statements and involves numerous risks, uncertainties, assumptions and other important factors that could cause the actual results, performance or our achievements, or industry results, to differ materially from historical results, any future results, or performance or achievements expressed or implied by such forward-looking statements. See "Cautionary Statement Regarding Forward-Looking Information."





Business Overview



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 three months ended March 31, 2022, we marketed our products and services under our Building Wealth with LegacyTM brand. During the year ended December 31, 2021, we marketed our products and services under two brands: Building Wealth with LegacyTM; and 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 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 and telephone mentoring (10 to 16 weekly one-on-one or one-on-many telephone sessions). Mentoring involves a subject matter expert interacting with the student remotely or in person and guiding the student, for example, through his or her first real estate transaction, providing a real hands-on experience.

We were founded in 1996, and through a reverse merger, became a publicly-held company in November 2014. Today we are a global company that has cumulatively served more than two million students from more than 150 countries and territories over the course of our operating history.

Historically, our operations have been managed through three operating segments: (i) North America, (ii) United Kingdom, and (iii) Other Foreign Markets. We no longer operate under our Other Foreign Markets segment.





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Since January 1, 2021, we have operated under two brands:





  ? Building Wealth with Legacy TM: provides practical, high-quality and
    value-based educational training on the topics of personal finance,
    entrepreneurship, real estate, financial markets and investing strategies and
    techniques. This training program encompasses hands-on experience and the true
    spirit of investing from beginner to educated investor. In response to the
    limitations on travel and the social distancing protocols arising out of the
    Coronavirus pandemic, the Company began marketing its Legacy EducationTM
    products transitioning to brand name Building Wealth with LegacyTM. During the
    three months ended March 31, 2022, we marketed our products and services
    exclusively under this brand.

  ? Homemade Investor by Tarek El MoussaTM introduces people to the investor
    mindset, real estate investing strategies, and ways to generate cash flow that
    are designed to help build a foundation of knowledge for their financial
    goals. Homemade Investor events offered nationwide free workshops, 3-day
    trainings and large stage events with Tarek presenting as the keynote speaker,
    all selling into our advanced training products.




Recent Developments



Impact from COVID-19 Coronavirus.

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. On March 11, 2020, the World Health Organization (WHO) declared the COVID-19 outbreak as a pandemic. As a result of worldwide restrictions on travel and social distancing, in March 2020 we temporarily ceased conducting live sales and fulfillment and furloughed substantially all of our employees. We resumed sales operations in June 2020 with online sales events selling into our suite of online, on-demand, and over-the-phone products. We also resumed online, on-demand, and over-the-phone fulfillment activities in June 2020. We resumed live operations on a limited basis, in November 2020, with events in Florida. In December 2021, the Company temporarily suspended live in-person events and will continue following strict safety protocols at the live events when resumed. We have simplified our product offerings and restructured our compensation program with respect to both employees and independent contractors to reduce costs and improve margins, but there can be no assurances that the Company will be effective in selling its products and services, or what the impact such activities will have on our financial performance. We are not able to fully quantify the continued 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 2022 and beyond.





Results of Operations


Our financial results continue to be significantly impacted by the COVID-19 pandemic. Due to the severity and scope of the pandemic, the pace at which government and private travel restrictions and public concerns about public gathering will ease, the rate at which historically large increases of unemployment rates will decrease, and the speed with which the economy recovers are all factors that impacted our financial results. In addition, our financial results were impacted due to the winding down our Rich Dad brand and other matters as disclosed in the litigation section of Note 13 "Commitments and Contingencies" in the Notes to Consolidated Financial Statements.





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Our Results of Operations in 2022 and 2021 were as follows (dollars in
thousands):



                                                       Three Months Ended March 31,
                                                        2022                  2021
Revenue                                            $           285       $         2,620
Operating costs and expenses:
Direct course expenses                                         104                   434
Advertising and sales expenses                                  88                    58
General and administrative expenses                            647                   998
Total operating costs and expenses                             839                 1,490
Income (loss) from operations                                 (554 )               1,130
Other expense:
Interest expense, net                                         (125 )                   -
Other expense, net                                               -                    (2 )
Total other expense, net                                      (125 )                  (2 )
Income (loss) from continuing operations before
income taxes                                                  (679 )               1,128
Income tax (expense) benefit                                   136                (1,046 )
Net income (loss) from continuing operations                  (543 )                  82
Income from discontinued operations                              -                   171
Net income from discontinued operations                          -                   171
Net income (loss)                                  $          (543 )     $           253

Basic earnings (loss) per common share -
continuing operations                              $         (0.02 )     $             -
Basic earnings (loss) per common share -
discontinued operations                                          -                  0.01
Basic earnings (loss) per common share             $         (0.02 )     $          0.01

Diluted earnings (loss) per common share -
continuing operations                              $         (0.02 )     $             -
Diluted earnings (loss) per common share -
discontinued operations                                          -                  0.01
Diluted earnings (loss) per common share           $         (0.02 )     $          0.01

Basic weighted average common shares outstanding            33,918                23,187
Diluted weighted average common shares
outstanding                                                 33,918                25,029

Comprehensive income:
Net income (loss)                                  $          (543 )     $           253
Foreign currency translation adjustments, net of
tax of $0                                                     (144 )                 103
Total comprehensive income (loss)                  $          (687 )     $           356




Our operating results are expressed as a percentage of revenue in the table
below:



                                                        Three Months Ended March 31,
                                                        2022                    2021
                                                               100 %                   100 %
Operating costs and expenses:
Direct course expenses                                        36.5                    16.6
Advertising and sales expenses                                30.9                     2.2
General and administrative expenses                          227.0                    38.1
Total operating costs and expenses                           294.4                    56.9
Income (loss) from operations                               (194.4 )                  43.1
Other expense:
Interest expense, net                                        (43.8 )                     -
Other expense, net                                               -                    (0.1 )
Gain on forgiveness of PPP Loan                                  -                       -
Total other expense, net                                     (43.8 )                  (0.1 )
Income (loss) from continuing operations before
income taxes                                                (238.2 )                  43.1
Income tax (expense) benefit                                  47.7                   (39.9 )
Net income (loss) from continuing operations                (190.5 )                   3.1
Income from discontinued operations                              -                     6.5
Net income from discontinued operations                          -                     6.5
Net income (loss)                                           (190.5 )%                  9.6 %




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Outlook


Cash sales were $0.1 million for each of the three months ended March 31, 2022 and 2021. There was no change in cash sales over the periods due to the temporary suspension of live in-person events and ongoing student fulfillment in the North America segment.

We believe that cash sales remain an important metric when evaluating our operating performance. Pursuant to 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. Our students pay for their courses in full up-front or through payment agreements with independent third parties.

Due to the economic severity of COVID-19 pandemic on the Company's results of operations, financial condition, and liquidity, live in-person events were temporarily suspended in December 2021 to focus on strategic initiatives. The impact of the temporary suspension of live events is unknown.

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