2014

Tigrent Inc. Reports Q2 2011 Results

CAPE CORAL, Fla., Aug. 16, 2011 /PRNewswire/ -- Tigrent Inc. (OTC: TIGE) today announced its unaudited second quarter 2011 financial results.

Highlights of the reported results include second quarter revenue in 2011 of $31.2 million (under generally accepted accounting principles or "GAAP") compared with revenue of $36.2 million in 2010, a decrease of 14%. The main factor contributing to the decreased GAAP revenue recognized in 2011 was the reduction in revenue recorded through breakage ($ 6.9 million was recorded in 2010 vs. $ 1.4 million in 2011). Cash sales for 2011 (a non-GAAP financial measure) were flat at $21.4 million vs. $ 21.6 million in 2010.

Adjusted EBITDA (a non-GAAP financial measure) for the second quarter of 2011 improved to a positive $1.1 million, as compared to a negative $ 2.3 million in the second quarter of 2010.  This improved performance reflects the continued favorable impact of staff reductions and other cost-cutting measures, as well as improved efficiency in media-spending.  The Company reported net income attributable to Tigrent Inc. for the second quarter of 2011 of $ 6.4 million, as compared to a net income of $7.2 million for the second quarter of 2010. For the six month period ended June 30, 2011, revenue was $46.9 million, or a decrease of $18.9 million or 28%, from $ 65.8 million for six months ended June 30, 2010. Cash sales were $ 42.9 million, or a decrease of 12% from the $ 49.1 million reported in 2010.

Adjusted EBITDA for the six month period ended June 30, 2011 was $ 3.0 million compared to ($4.7) million for the first six months of 2010.  Net income attributable to Tigrent Inc. was $ 3.4 million, or $.26 per basic and diluted share. For the comparable six month period in 2010, our net income was $ 6 million or $ .50 per share.

"In 2010, we right-sized the business to align with the demand in the marketplace, which required deep cuts in our overhead costs and significant reductions in our live event schedule," said Steven C. Barre, Tigrent's Chief Executive Officer.  "We are pleased to see the positive impact on our Adjusted EBITDA that these actions had in the first half vs. the prior year. We are cautious as to the impact that the recent volatility in the financial markets may have upon the business."

About Tigrent Inc.

Tigrent Inc. (OTC: TIGE, http://www.tigrent.com) provides practical, high-quality training, technology-based tools and mentoring to help its customers become financially knowledgeable. The Company offers comprehensive instruction on real estate and financial instruments investing and entrepreneurship in the United States, the United Kingdom, and Canada.

Non-GAAP Financial Measures

Cash Sales

The following table provides a reconciliation of our cash sales to our reported revenue. Cash sales performance is a metric used by management in assessing the performance of our business.  Deferred revenue represents the difference between our cash sales and the impact of applying our revenue recognition policies to those cash sales. Cash sales are not a financial performance measurement in accordance with GAAP; therefore we are presenting a table to reconcile the cash sales to revenue reported in accordance with GAAP (table presented in millions):



Six Months ended

June 30,


2011

2010

Cash received from course and product sales

42.9

49.1




Total consolidated change in deferred revenue

4.0

16.7




Total consolidated revenue for financial reporting purposes

46.9

65.8




Adjusted EBITDA

As used in our operating data, EBITDA is defined as net income (loss) excluding the impact of: interest expense; interest income; income tax provision; and depreciation and amortization.  We define "Adjusted EBITDA" as EBITDA adjusted for: asset impairments; litigation settlement and related legal expenses related to non-core business activities; other income, net; stock-based compensation expense; equity loss from investments in real estate; ; the net change in deferred revenue; and the net change in deferred course expenses.  Adjusted EBITDA is not a financial performance measurement according to GAAP.

We use Adjusted EBITDA as a key measure in evaluating our operations and decision making. We feel it is a useful measure in determining our performance since it takes into account the change in deferred revenue and deferred course expenses in combination with our operating expenses. We reference Adjusted EBITDA frequently, since it provides supplemental information that facilitates internal comparisons to historical operating performance of prior periods and external comparisons to competitors' historical operating performance in our industry. We plan and forecast our business using Adjusted EBITDA, with comparisons of actual to planned and forecasted Adjusted EBITDA and we provide incentives to management based on Adjusted EBITDA goals. In addition, we provide Adjusted EBITDA because we believe investors and security analysts find it to be a useful measure for evaluating our performance.

Many costs to acquire customers have been expended before a customer attends any basic or advanced training. Those costs include media, travel, facilities and instructor fees for the preview workshops and are expensed when incurred. Rich Dad licensing fees and telemarketing and speaker commissions are deferred and recognized when the related revenue is recognized. Revenue recognition of course fees paid by customers to enroll in any basic or advanced training courses at registration is deferred until (i) the course is attended by the customer, (ii) the customer has received the course content in an electronic format, (iii) the contract expires, or (iv) revenue is recognized through course breakage. It is only after one of those four occurrences that revenue is considered earned. Thus, reporting in accordance with GAAP creates significant timing differences between the receipt and disbursement of cash with the recognition of the related revenue and expenses, both in our Condensed Consolidated Statements of Cash Flows and Condensed Consolidated Statements of Operations. As a result of these factors, our operating cash flows can vary significantly from our results of operations for the same period. For this reason, we believe Adjusted EBITDA is an important non-GAAP financial measure.

Adjusted EBITDA has material limitations and should not be considered as an alternative to net income (loss), cash flows provided by operations, investing or financing activities or other financial statement data presented in the Condensed Consolidated Financial Statements as indicators of financial performance or liquidity. Items excluded from Adjusted EBITDA are significant components in understanding our financial performance. Because Adjusted EBITDA is not a financial measurement calculated in accordance with GAAP and is subject to varying calculations, Adjusted EBITDA as presented may not be comparable to other similarly titled measures of performance used by other companies.

The table below is a reconciliation of our net income to EBITDA and Adjusted EBITDA for the periods set forth below (in millions):



Three months ended June 30,


Six months ended June 30,



2011


2010


2011


2010










Net income


$               6.4


$               8.2


$               3.4


$               6.2

Other income, net


0.1


-


-


-

Provision for income taxes


1.7


0.9


1.8


2.0

Depreciation and amortization


0.1


0.2


0.3


0.4

EBITDA


8.3


9.3


5.5


8.6










Impairment of investments in real estate


-


-


-


0.2

Litigation settlement and related legal expenses


0.8


-


0.8


-

Other


0.1


-


0.1


0.1

Net change in deferred revenue


(9.8)


(14.6)


(4.0)


(16.7)

Net change in deferred course costs


1.7


3.0


0.6


3.1

Adjusted EBITDA


$               1.1


$             (2.3)


$               3.0


$             (4.7)










Adjusted EBITDA as a percentage of adjusted net cash sales


5.1%


(10.6%)


7.0%


(9.6%)












See the Attached Unaudited Financial Statements

TIGRENT INC.

Condensed Consolidated Financial Statements

(Unaudited)

For the Six months ended June 30, 2011



TIGRENT INC.

CONDENSED CONSOLIDATED INCOME STATEMENT

(Unaudited)

(dollar amounts in thousands, except per share data)



Three months ended June 30,


Six months ended June 30,


2011


2010


2011


2010









Revenue

$                  31,199


$                  36,166


$                  46,932


$                  65,771









  Advertising and sales expenses

7,718


9,170


13,953


18,963

  Direct course expenses

11,284


12,034


20,124


26,528

  General and administrative expenses

3,224


5,774


6,728


11,094

  Litigation settlement and related legal expenses

770


-


770


-

  Impairment of investments in real estate

-


-


-


221

  Severance expense

6


2


11


747

















Income from operations

8,197


9,186


5,346


8,218









  Other income (expense), net

(115)


(90)


(127)


(50)









Income before income taxes

8,082


9,096


5,219


8,168









  Provision for income taxes

(1,676)


(867)


(1,777)


(1,961)









Net Income

6,406


8,229


3,442


6,207









  Net income attributable to the noncontrolling interest

-


1,113


-


183









Net income attributable to Tigrent Inc.

$                    6,406


$                    7,116


$                    3,442


$                    6,024









Basic and diluted net income per share attributable








  to Tigrent Inc. common stockholders

$                      0.49


$                      0.58


$                      0.26


$                      0.50









Basic and diluted weighted average shares outstanding

13,089


12,240


13,089


11,988









Comprehensive income:








  Net income

$                    6,406


$                    8,229


$                    3,442


$                    6,207

  Foreign currency translation adjustments

30


340


(313)


495

Comprehensive income

6,436


8,569


3,129


6,702

  Comprehensive income attributable to








     noncontrolling interest

-


1,339


-


380

Comprehensive income attributable to Tigrent Inc.

$                    6,436


$                    7,230


$                    3,129


$                    6,322









See accompanying notes



TIGRENT INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(dollar amounts in thousands)



June 30,


December 31,


2011


2010

Assets

(Unaudited)



Current assets:




Cash and cash equivalents

$                   4,683


$                3,992

Restricted cash, current portion

1,521


1,465

Deferred course expenses, current portion

11,172


11,770

Prepaid expenses and other current assets

1,314


1,407

Inventory

157


262





Total current assets

18,847


18,896





Restricted cash, net of current portion

11,739


11,108

Property and equipment, net

1,805


2,066

Investments in real estate

1,249


1,208

Other assets

224


254





Total assets

$                 33,864


$              33,532





Liabilities and Stockholders’ Deficit




Current liabilities:




Accounts payable

$                   2,539


$                3,345

Income taxes payable

1,924


1,188

Royalties payable

502


3,625

Accrued course expenses

1,907


752

Other accrued expenses

3,123


2,935

Accrued salaries, wages and benefits

659


623

Long-term debt, current portion

791


899

Related party note payable, current portion

1,800


-

Deferred revenue, current portion

58,795


62,661





Total current liabilities

72,040


76,028





Long-term debt, net of current portion

694


1,080

Related party note payable

1,700


-

Other long term liabilities

538


664





Total liabilities

74,972


77,772





Commitments and contingencies








Stockholders’ deficit:




Common stock

3,175


3,175

Paid-in capital

2,586


2,583

Cumulative foreign currency translation adjustment

(879)


(566)

Accumulated deficit

(45,990)


(49,432)





Total stockholders’ deficit

(41,108)


(44,240)

Total liabilities and stockholders’ deficit

$                 33,864


$              33,532





See accompanying notes



TIGRENT INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS

(Unaudited)

(dollar amounts in thousands)




Six months ended June 30,



2011


2010






Cash flows from operating activities:




Net profit

$                     3,442


$                  6,207

Adjustments to reconcile net loss to net cash used in operating activities:




  Depreciation and amortization

256


431

  Forgiveness of accrued expenses

(343)


1,061

  Impairment of investments in real estate

-


221

  Share-based compensation expense

3


(55)

  Equity loss from investments in real estate

127


156

  Deferred income Taxes

2


-

  Changes in operating assets and liabilities:





Restricted cash

(687)


78


Deferred course expenses

613


3,120


Inventory

105


141


Other assets

15


(2)


Prepaid expenses and other current assets

48


839


Accounts payable

(806)


(267)


Income taxes payable

736


748


Deferred revenue

(3,989)


(16,673)


Royalties payable

502


(565)


Accrued course expenses

1,155


(353)


Accrued salaries, wages and benefits

36


149


Other accrued expenses

406


(874)


Other liabilities

(9)


(89)

Net cash (used for) provided by operating activities

1,612


(5,727)






Cash flows from investing activities:




  Purchases of property and equipment

5


(185)

  Proceeds from repayment of notes receivable

45


96

  Investments in and advances to investments in real estate

(168)


(161)

Net cash used for investing activities

(118)


(250)






Cash flows from financing activities:




  Payments on secured and unsecured debt

(490)


(428)

Net cash used for financing activities

(490)


(428)






Effect of foreign currency exchange rates on cash and cash equivalents

(313)


495






Net increase (decrease) in cash and cash equivalents

691


(5,910)

Cash and cash equivalents at beginning of period

3,992


10,764

Cash and cash equivalents at end of period

$                     4,683


$                  4,854






See accompanying notes



TIGRENT INC.

CONDENSED CONSOLIDATED STATEMENT OF ADJUSTED EBITDA

(Unaudited)

(dollar amounts in thousands)



Three months ended June 30,


Six months ended June 30,


2011


2010


2011


2010









Adjusted Net Cash Sales

$               21,376


$               21,574


$             42,943


$             49,097









Operating costs and expenses:








Advertising and sales expenses

6,591


7,751


13,126


17,473

Direct course expenses

10,644


10,475


20,338


24,897

General and administrative expenses

3,224


5,774


6,728


11,094

Litigation settlement and related legal expenses

770


-


770


-

Impairment of investments in real estate

-


-


-


221

Severance expense

6


2


11


747









Total operating costs and expenses

21,235


24,002


40,973


54,432









Other income (expense), net

(115)


(90)


(127)


(50)

















Income(loss) before income tax

26


(2,518)


1,843


(5,385)









Provision for income taxes

(1,676)


(867)


(1,777)


(1,961)









Net income (loss) from adjusted cash sales

(1,650)


(3,385)


66


(7,346)









EBITDA Items:








Impairment of investments in real estate

-


-


-


221

Litigation settlement and related legal expenses

770


-


770


-

Other income

(30)


1


(47)


(44)

Interest income

(4)


(114)


(5)


(225)

Interest expense

77


77


52


163

Provision for income taxes

1,676


867


1,777


1,961

Depreciation and amortization

125


211


256


431

Other

75


84


130


125









Adjusted EBITDA

$                 1,039


$               (2,259)


$               2,999


$              (4,714)









See accompanying notes



TIGRENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Six months ended June 30, 2011



Note 1—Business Description and Basis of Presentation

The consolidated financial statements have been prepared without audit.  In the opinion of the Company’s management, all adjustments (including normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations and changes in cash flows have been made.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted.  The Company’s annual report to stockholders for the year ended December 31, 2010 contains consolidated financial statements and related footnote disclosures which should be read in conjunction with the accompanying consolidated financial statements.  The results of operations for the period ended June 30, 2011 are not necessarily indicative of the operating results for the full year.

The consolidated financial statements include the accounts of Tigrent Inc. and its whollyowned and majorityowned subsidiaries and affiliates (collectively referred to herein as the “Company,” “Tigrent,” “we,” “us” or “our”). All intercompany balances and transactions have been eliminated in consolidation.  Certain reclassifications have been made in the 2010 consolidated financial statements to conform to the 2011 presentation.

We are a provider of practical, high-quality and value-based training, conferences, publications, technology-based tools and mentoring to help customers become financially knowledgeable. We provide customers with comprehensive instruction and mentoring on the topics of real estate and financial instruments investing and entrepreneurship in the United States, the United Kingdom, and Canada. Our training is offered in non-accredited free preview workshops, as well as basic training, advanced courses, mentoring and coaching.

Note 2—Significant Accounting Policies

Use of estimates

The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.

Cash and cash equivalents

We consider all highly liquid instruments with an original maturity of three months or less to be 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. The amounts included in the consolidated financial statements are stated at cost which approximates fair value at the balance sheet date. 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.

Restricted cash

Restricted cash balances consisted primarily of funds on deposit with credit card processors and cash collateral with our purchasing card provider .  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 we discontinue sale of our products.    The credit card processors have the right to withhold credit card funds to cover charge backs in the event we are unable to honor our commitments.  During the second quarter of 2011, our primary credit card processor notified us that they intend to hold funds beyond one year.  We have reclassified a portion of our restricted funds as a long term asset. The cash collateral held by our credit card provider is unavailable unless we discontinue the usage of the purchasing card.

Inventory

Inventory consists primarily of books, videos and training materials held for sale to customers enrolled in our training programs. Inventory is stated at the lower of cost using the first-in, first-out method or market.

Property and equipment

Property and equipment is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as presented in the following table:

Buildings

40 years

Furniture fixtures and equipment

3-7 years

Purchased software

3 years



Leasehold improvements are amortized over the shorter of the estimated useful asset life or the remaining term of the applicable lease.

In accordance with GAAP, we evaluate the carrying amount of our long-lived assets such as property and equipment, and definitelived 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 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 assets.

Revenue recognition

We recognize revenue in accordance with Staff Accounting Bulletin, No. 104, Revenue Recognition (“SAB No. 104”), and ASC 605-25, Revenue Recognition – Multiple-Element Arrangements). We recognize revenue when: (i) persuasive evidence of an arrangement exists, (ii) delivery of product has occurred or services have been rendered, (iii) the price to the buyer is fixed or determinable, and (iv) collectability is reasonably assured. For product sales, these conditions are generally met upon shipment of the product to the customer or completion of the sale transaction. For training and service sales, these conditions are generally met upon presentation of the training seminar or delivery of the service.

Deferred revenue occurs from seminars, online courses, coaching sessions and website subscriptions and renewals in which payment is received before the service has been performed. Deferred revenue is recognized into revenue as courses are attended in-person or on-line, coaching and mentor sessions are provided or material is delivered by electronic media.

Deferred course expenses

We defer licensing fees paid to Rich Global and commissions and fees paid to our speakers and telemarketers until such time as the revenue is earned. Our speakers, who are all independent contractors, earn commissions on the cash receipts received at our training events and are paid approximately 45 days after the training event. The deferred course expenses are tracked as a percentage of deferred revenue and based on whether the related sale was originated by telemarketers or in basic training courses. The deferred course expenses are expensed as the corresponding deferred revenue is recognized. We also capitalize the commissions and fees paid to our speakers and expense them as the corresponding deferred revenue is recognized.

Advertising and sales expenses

We expense advertising and sales costs as incurred. Advertising costs, rental fees for training facilities and direct sales expenses are expensed as incurred. Advertising paid in advance is recorded as prepaid until such time as the advertisement is published.

Income taxes

We account for income taxes in conformity with the requirements of ASC 740, Income Taxes, (“ASC 740”). Per ASC 740, the provision for income taxes is calculated using the asset and liability approach of accounting for income tax.

Foreign currency translation

We account for foreign currency translation in accordance with ASC 830, Foreign Currency Translation. The functional currencies of the Company’s foreign operations are the reported local currencies. Translation adjustments result from translating our foreign subsidiaries’ financial statements into United States dollars. The balance sheet accounts of our foreign subsidiaries are translated into United States dollars using the exchange rate in effect at the balance sheet date. Revenue and expenses are translated using average exchange rates for each month during the fiscal year. The resulting translation gains or losses are recorded as a component of accumulated other comprehensive income in shareholders’ equity.

Net income (loss) per share

Net income (loss) per share is computed by applying the provisions of ASC 260, Earnings Per Share. Basic net income (loss) per share is calculated using the weighted average number of common shares outstanding. Diluted income (loss) per share reflects the potential dilution that could occur from common shares issuable through stock options, warrants, restricted share grant awards and restricted performance shares, as appropriate.

Note 3—Non-GAAP Financial Measure

Statement of Adjusted EBITDA

As used in our operating data, EBITDA is defined as net income (loss) excluding the impact of: interest expense; interest income; income tax provision; and depreciation and amortization. We define “Adjusted EBITDA” as EBITDA adjusted for: asset impairments; special items; litigation settlement and related legal expenses related to non-core business activities; other income, net; stock-based compensation expense; equity loss from investments in real estate; the net change in deferred revenue; and the net change in deferred course expenses. Adjusted EBITDA is not a financial performance measurement according to accounting principles generally accepted in the United States (“GAAP”).

We use Adjusted EBITDA as a key measure in evaluating our operations and decision-making. We feel it is the primary measure that a reader should view to understand our performance. Many costs to acquire customers have been expended before a customer attends any basic or advanced training. Those costs include media, travel, facilities and instructor fees for the preview workshops and are expensed when incurred. Licensing fees paid to Rich Global and telemarketing and speaker commissions are deferred and recognized when the related GAAP revenue is recognized. Revenue recognition of  course fees paid by customers to enroll in any basic or advanced training courses at registration is deferred until (i) the course is attended by the customer, (ii) the customer has received the course content in an electronic format, (iii) the contract expires, or (iv) revenue is recognized through course breakage. It is only after one of those four occurrences that revenue is considered earned. Thus, reporting in accordance with GAAP creates significant timing differences between the receipt and disbursement of cash with the recognition of the related revenue and expenses, both in our Consolidated Statements of Cash Flows and Consolidated Income Statement. As a result of these factors, our operating cash flows can vary significantly from our results of operations for the same period. For this reason, we believe Adjusted EBITDA is the most important financial measure for our business.

The table below is a reconciliation of the Company's GAAP net income (loss) to EBITDA and Adjusted EBITDA for the periods set forth below (in millions): 



Three months ended June 30,


Six months ended June 30,



2011


2010


2011


2010










Net income


$               6.4


$               8.2


$               3.4


$               6.2

Other income, net


0.1


-


-


-

Provision for income taxes


1.7


0.9


1.8


2.0

Depreciation and amortization


0.1


0.2


0.3


0.4

EBITDA


8.3


9.3


5.5


8.6










Impairment of investments in real estate


-


-


-


0.2

Litigation settlement and related legal expenses


0.8


-


0.8


-

Other


0.1


-


0.1


0.1

Net change in deferred revenue


(9.8)


(14.6)


(4.0)


(16.7)

Net change in deferred course costs


1.7


3.0


0.6


3.1

Adjusted EBITDA


$               1.1


$             (2.3)


$               3.0


$             (4.7)










Adjusted EBITDA as a percentage of adjusted net cash sales


5.1%


(10.6%)


7.0%


(9.6%)












Note 4—Legal and Subsequent Events

On November 14, 2006, the Company was notified by the Securities and Exchange Commission (“SEC”) that it is conducting a formal, nonpublic investigation to determine whether we complied with securities laws in connection with (i) the claimed efficacy or trading success of our stock market training programs and, (ii) our acquisition of certain other companies. We are continuing to cooperate with the SEC in their investigation.  Neither the Company nor any of its subsidiaries or present or former directors or officers has been charged by the SEC.

In the second quarter of 2011, the Company incurred charges and fees of approximately $770,000 in part to settle certain claims against the Company that the Company considers unrelated to its current core operations, including claims by two of its former directors and officers, Russell A. Whitney and Ronald S. Simon.  As a result of its settlement with Mr. Whitney, the Company and Mr. Whitney released their respective claims against each other, including claims by the Company against Mr. Whitney that were being investigated by the Related Party Committee of the Board of Directors, and claims by Mr. Whitney against the Company for indemnification and advancement of fees in the two litigation cases filed in the United States District Court for the Middle District of Florida captioned Glenn Acciard, et al. versus Russell Whitney, et al. (originally filed in March 2007 in the Circuit Court for Lee County, Florida) and Thomas L. Altimas, et al. versus Russell Whitney, et al. (originally filed in September 2009).  As a result of its settlement with Mr. Simon, the Company and Mr. Simon released their respective claims asserted against each other in the lawsuit styled Ronald S. Simon v. Whitney Information Network, Inc., Case No. 08 CA 025531 in the Circuit Court for the 20th Judicial Circuit, Lee County Florida, which lawsuit has now been dismissed with prejudice.  The Company also settled a lawsuit by an engineering firm alleged to have provided professional services relative to the Company’s investment in certain real property situated in Lee County, Florida known as Tranquility Bay.

The $770,000 in legal charges incurred by the Company during the second quarter of 2011 also included payment of certain expenses related to the mailing of notices of the proposed settlement of the lawsuit styled Springer et al. v. Tigrent Inc. et al., Case No. 09-81470-CIV currently pending in the U.S. District Court for the Southern District of Florida (“U.S. District Court”).  On August 5, 2011, the U.S. District Court approved the proposed settlement of the Springer lawsuit.  

On May 16, the Superior Court for Province of Quebec, District of Hull (Canada) approved a Settlement Agreement settling all claims against the Company and its subsidiary Whitney Canada Inc. (collectively, the “Tigrent Entities”) brought by the plaintiff class against the Tigrent Entities in the lawsuit filed in, captioned David Brown versus Marc Jemus, Francois Roy, Robert Primeau et al. (originally filed in 2006) in exchange for the payment of C$250,000 by the Tigrent Entities.

For more information on the activities of the Related Party Committee, as well as the Acciard, Altimas, Simon, David Brown, and Springer lawsuits, please refer to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2011.

On January 28 2011, the Company and its affiliate, Tranquility Bay of Southwest Florida, LLC (“TBSF”), filed suit against Gulf Gateway Enterprises, LLC; Dunlap Enterprises, LLC; Anthony Scott Dunlap; Peter Gutierrez; and Ignacio Guigou (the “TB Defendants”) in the Circuit Court for the 20th Judicial Circuit for Lee County, Florida.  This suit arises out of a settlement agreement between the Company and the TB Defendants with to a foreclosure lawsuit filed by the Company against TBSF, Gulf Gateway Enterprises, LLC, Anthony Scott Dunlap, and Dunlap Enterprises, LLC, under a mortgage and security agreement covering real property in Lee County, Florida owned by TBSF known as “Tranquility Bay.” For more information on this matter, please refer to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2011.

The Company continues to cooperate with the Office of the Attorney General of the State of Florida with respect to their investigations relating to (i) the marketing of our courses and seminars offered in Florida, including those offered under the Rich Dad brand, and (ii) consumer-investors who attended our Millionaire University (“MU”) course and invested in Florida homes built by Gulfstream, Gulfstream Realty (“GR”) and Gulfstream Realty and Development, LLC (“GRD”) since August 1, 2004 ending in 2008, as well as the amount of payments received by us from Gulfstream, GR and GRD.  There can be no assurances as to the outcome of these investigations, which outcomes could include the imposition of monetary sanctions, or their impact on the Company’s operations.

We are involved from time to time in routine legal matters incidental to our business, including disputes with students and requests from state regulatory agencies. Based upon available information, we believe that the resolution of such matters will not have a material adverse effect on our consolidated financial position or results of operations.

SOURCE Tigrent Inc.



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