ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following management’s discussion and analysis is intended to provide a summary of the principal factors affecting the results of operations, liquidity and capital resources, contractual obligations, and the critical accounting policies of
Franklin Covey Co. (also referred to as we, us, our, the Company, and Franklin Covey) and subsidiaries. This discussion and analysis should be read together with the accompanying consolidated financial statements and related notes contained in
Item 8 of this Annual Report on Form 10-K (Form 10-K) and the Risk Factors discussed in Item 1A of this Form 10-K. Forward-looking statements in this discussion are qualified by the cautionary statement under the heading “Safe Harbor Statement
Under the Private Securities Litigation Reform Act Of 1995” contained later in Item 7 of this Form 10-K.
Non-GAAP Measures
This management’s discussion and analysis includes the concepts of adjusted earnings before interest, income taxes, depreciation, and amortization (Adjusted EBITDA) and “constant currency,” which are non-GAAP measures. We define Adjusted EBITDA
as net income or loss excluding the impact of interest expense, income taxes, intangible asset amortization, depreciation, stock-based compensation expense, and certain other items such as adjustments to the fair value of expected contingent
consideration liabilities arising from business acquisitions. Constant currency is a non-GAAP financial measure that removes the impact of fluctuations in foreign currency exchange rates and is calculated by translating the current period’s
financial results at the same average exchange rates in effect during the prior year and then comparing this amount to the prior year.
We reference these non-GAAP financial measures in our decision making because they provide supplemental information that facilitates consistent internal comparisons to the historical operating performance of prior periods and we believe they
provide investors with greater transparency to evaluate operational activities and financial results. For a reconciliation of our segment Adjusted EBITDA to net loss, a comparable GAAP measure, please refer to Note 16 Segment Information to our consolidated financial statements as presented in Item 8 of this Form 10-K.
EXECUTIVE SUMMARY
General Overview
Franklin Covey Co. is a global company focused on individual and organizational performance improvement. Our mission is to “enable greatness in people and organizations everywhere,” and our worldwide resources are organized to help individuals
and organizations achieve sustained superior performance through changes in human behavior. We believe that our content and services create the connection between capabilities and results. We believe that our clients are able to utilize our
content to create cultures whose hallmarks are high-performing, collaborative individuals, led by effective, trust-building leaders who execute with excellence and deliver measurably improved results for all of their key stakeholders.
In the training and consulting marketplace, we believe there are three important characteristics that distinguish us from our competitors.
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We hold ourselves responsible for and measure ourselves by our clients’ achievement of transformational results.
We have some of the best-known offerings in the training industry, including a suite of individual-effectiveness and leadership-development training content based on the best-selling books, The 7 Habits of
Highly Effective People, The Speed of Trust, Multipliers, and The 4 Disciplines of Execution, and proprietary
content in the areas of Execution, Sales Performance, Productivity, Customer Loyalty, Leadership, and Education. We believe that our offerings help individuals, teams, and entire organizations transform their results
through achieving systematic, sustainable, and measurable changes in human behavior. Our offerings are described in further detail at www.franklincovey.com. The information contained in, or that can be accessed through, our website does
not constitute a part of this annual report, and the descriptions found therein should not be viewed as a warranty or guarantee of results.
Our fiscal year ends on August 31, and unless otherwise indicated, fiscal 2020, fiscal 2019, and fiscal 2018 refer to the twelve-month periods ended August 31, 2020, 2019, 2018, and so forth.
Impact of COVID-19 Pandemic on Fiscal 2020
COVID-19 was first identified in China during December 2019, and subsequently declared a pandemic by the World Health Organization. Since its discovery, COVID-19 has surfaced in nearly all regions around the world and has resulted in
government-imposed travel restrictions and business slowdowns or shutdowns in affected areas. As a result, COVID-19 has impacted our business globally, including our licensees, through office and school closures. In particular, these closures
impacted our third and fourth quarters of fiscal 2020 as described throughout this Annual Report on Form 10-K for fiscal 2020.
After strong financial performance during the first two quarters of fiscal 2020, our financial results in the third and fourth quarters of fiscal 2020 were adversely impacted by the COVID-19 pandemic and the resulting closure of offices and
educational institutions throughout the United States and in the countries where we operate direct offices and contract with licensee partners to deliver our offerings. We closed our corporate offices and restricted travel to protect the health
and safety of our associates and clients in an effort to slow the spread of the pandemic. Our international direct offices also followed the same pattern of closures and restrictions on associate travel and delivery of our offerings. These
actions, and similar steps taken by most of our clients, resulted in decreased sales during the third and fourth quarters as previously scheduled onsite events, client-facilitated presentations, and coaching days were postponed or canceled.
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Despite the difficult economic environment in the second half of fiscal 2020, we were pleased with the continued strength of our subscription sales and the quick pivot to delivering content live-online and through our other digital modalities.
Our subscription service clients are able to access content and programs from remote locations, which allows continued engagement of personnel and students during long periods of displacement from normal working or classroom conditions. To be
successful in our industry, it is important to create effective learning environments for our clients and students, and we believe our previous investments in digital and remote delivery modalities are key to surviving and then thriving in the
current environment. According to the Training magazine 2020 Training Industry Report, most companies expect to retain at least some aspects of remote learning after the COVID-19 pandemic is over. We
believe our ability to deliver content and offerings over a broad array of modalities to suit a client’s needs will prove to be a valuable strategic advantage, and we believe these capabilities will accelerate our recovery from the effects of the
pandemic and will generate increased opportunities in future periods. However, our recovery from the COVID-19 pandemic is dependent upon a number of factors, many of which are not within our control, such as the timing of re-opening national,
state, and local economies; continuing effects of the pandemic on client operations; and other governmental responses to address the impacts of the pandemic. We will continue to monitor these developments and their actual and potential impacts on
our financial position, results of operations, and liquidity.
On March 27, 2020, in response to COVID-19, the United States government enacted the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act). The CARES Act is a relief package consisting of various stimulus measures, such as tax
payment deferrals, various business incentives, and makes certain technical corrections to the U.S. Tax Cuts and Jobs Act of 2017. While beneficial to the economy and business overall, the enactment of the CARES Act and similar legislation in
other countries throughout the world did not have a material impact on our fiscal 2020 consolidated financial statements.
Financial Overview
Our fiscal 2020 financial results are a tale of two halves. After strong financial performance during the first two quarters of fiscal 2020, our financial results in the third and fourth quarters of fiscal 2020 were adversely impacted by the
COVID-19 pandemic. Financial results in the first two quarters of fiscal 2020 showed strong growth in revenues, operating results, and cash flows over the prior year. Consolidated sales through February 29, 2020 grew 8 percent, with Enterprise
Division sales increasing $5.0 million, or 6 percent, and Education Division revenues increasing $1.9 million, or 10 percent, compared with the prior year. Cash flows from operating activities increased 30 percent over the first two quarters of
fiscal 2019. Then, as the COVID-19 outbreak expanded in March 2020 and developed into a global pandemic, most of the world’s governments enacted strict measures to prevent people from gathering or meeting in person. While we were able to continue
to deliver content through our digital modalities and recognize subscription revenues, the in-person meeting restrictions had a significant impact on all of our segment operations during the third and fourth quarters of fiscal 2020 as our clients
transitioned to remote learning environments and previously scheduled training and coaching events were postponed or canceled.
Although the second half of fiscal 2020 was a difficult economic environment, our revenues were favorably impacted by the continued strength of our subscription business, including the All Access Pass (AAP) in the Enterprise Division and the Leader in Me membership in the Education Division. Throughout the pandemic, our AAP sales have been strong and resilient as new pass sales and multi-year contract sales increased over the prior year. During
the third and fourth quarters of fiscal 2020, All Access Pass sales grew 15 percent compared with the prior year. All Access Pass revenue retention remained strong and was over 90 percent for fiscal 2020. Following the initial impact of the
pandemic, our U.S.\Canada and governmental clients quickly transitioned to our digital delivery options, and by July our booking pace for add-on coaching and services was equal to that achieved in the prior year and then exceeded last year’s pace
through August. We remain optimistic that sales and revenue retention for All Access Pass subscription sales, and the booking pace for AAP-related add-on services will continue to be strong in future periods. Our China and Japan direct offices
and many of our licensee partners had just started to sell the All Access Pass and had not developed a strong base of subscription revenue at the onset of the pandemic. These operations were highly dependent on the delivery of in-person training
and stay-at-home restrictions made it necessary to reschedule nearly all of their training and coaching events. As a result, sales declined disproportionately at these operations compared with our U.S./Canada operations. However, these foreign
offices are beginning to recover and we are optimistic that international momentum will continue to rebuild in fiscal 2021. We were also encouraged by the performance of the Education Division in the third and fourth quarters of fiscal 2020.
Despite the significant uncertainties in educational funding as a result of the pandemic, nearly 2,200 schools renewed their Leader in Me memberships (a higher number than in fiscal 2019) and the Company
added 320 new schools to the Leader in Me program. We believe this performance from the Education Division was remarkable in the current education and economic environment.
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Our subscription revenue grew 16 percent in fiscal 2020 compared with the prior year. At August 31, 2020, we had $68.9 million of deferred revenue compared with $65.8 million at August 31, 2019. Consolidated deferred revenue reported above at
August 31, 2020 and August 31, 2019 includes $2.2 million and $3.6 million, respectively, of deferred revenue that was classified as long-term based on expected recognition. At August 31, 2020, our unbilled deferred revenue grew 32 percent to
$39.6 million compared with $29.9 million at the end of fiscal 2019. At August 31, 2020, our deferred subscription revenue plus unbilled deferred subscription revenue totaled $100.2 million. Unbilled deferred revenue represents business that is
contracted, but unbilled and therefore excluded from our balance sheet.
The following table sets forth our consolidated net sales by division and by reportable segment for the fiscal years indicated (in thousands):
Enterprise Division:
Gross profit consists of net sales less the cost of services provided or the cost of goods sold. Our cost of sales includes the direct costs of delivering content onsite at client locations, including presenter costs, materials used in the
production of training products and related assessments, assembly, manufacturing labor costs, and freight. Gross profit may be affected by, among other things, the mix of services sold to clients, prices of materials, labor rates, changes in
product discount levels, and freight costs. Consolidated cost of sales in fiscal 2020 totaled $53.1 million compared with $66.0 million in fiscal 2019. The decrease was primarily due to decreased sales in fiscal 2020 resulting from the COVID-19
pandemic as described above. Our gross profit for the fiscal year ended August 31, 2020 was $145.4 million, compared with $159.3 million in fiscal 2019. Our gross margin, which is gross profit as a percent of sales, increased to 73.3 percent
compared with 70.7 percent primarily due to increased subscription and digital delivery revenues when compared with the prior year.
Our operating expenses in fiscal 2020 decreased $14.3 million compared with fiscal 2019. The decrease was primarily due to a $10.6 million decrease in selling, general, and administrative (SG&A) expenses, and a $5.4 million decrease in
stock-based compensation expense. These decreases were partially offset by $1.6 million of restructuring costs. Decreased SG&A expense was primarily related to decreased variable compensation such as commissions, bonuses, and incentives;
decreased travel and entertainment; decreased contingent consideration liability expense; and cost savings from various areas of the Company’s operations in response to the pandemic-related reduction in sales. We reevaluate our stock-based
compensation instruments at each reporting date. Due to the adverse impact of COVID-19 and uncertainties related to the expected recovery, we determined that certain tranches of previously granted performance awards would not vest prior to their
expiration. Based on our analyses, we reversed previously recognized stock-based compensation expense for these tranches during the third quarter of fiscal 2020, which resulted in a $0.6 million net credit to stock-based compensation for the
year. During the fourth quarter of fiscal 2020 we restructured certain areas of our operations to reflect changes in our strategy and client needs. The restructuring costs totaled $1.6 million, which were comprised of severance costs for impacted
personnel.
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Our fiscal 2020 income from operations improved to $3.1 million compared with $2.7 million in fiscal 2019. Fiscal 2020 pre-tax income was $0.8 million compared with $0.6 million in fiscal 2019, reflecting the items noted above.
Our effective income tax rate for fiscal 2020 was approximately 1,284 percent compared with an effective tax rate of approximately 273 percent in fiscal 2019. The increased effective tax rate in fiscal 2020 was primarily due to $11.3 million
of additional income tax expense from an increase in the valuation allowance against our deferred income tax assets, which was partially offset by a tax benefit resulting from the exercise of stock options by our CEO and CFO. Our near break-even
pre-tax income during fiscal years 2020 and 2019 greatly amplified the effect of non-temporary items on our effective tax rate in those years.
Net loss for the year ended August 31, 2020 was $(9.4) million, or $(.68) per share, compared with a loss of $(1.0) million, or $(.07) per share, in fiscal 2019. Our Adjusted EBITDA in fiscal 2020 totaled $14.3 million compared with $20.6
million in fiscal 2019, reflecting the above-noted factors. In constant currency, our fiscal 2020 Adjusted EBITDA was $14.7 million.
Further details regarding these items can be found in the comparative analysis of fiscal 2020 with fiscal 2019 as discussed within this management’s discussion and analysis.
Our liquidity, financial position, and capital resources remained strong during fiscal 2020. At August 31, 2020, we had $27.1 million of cash, with no borrowings on our $15.0 million revolving credit facility, compared with $27.7 million of
cash at August 31, 2019. Cash flows from operating activities remained strong and totaled $27.6 million for fiscal 2020. For further information regarding our liquidity and cash flows, refer to the Liquidity and Capital Resources discussion found
in this management’s discussion and analysis.
For a discussion of the results of operations and changes in financial condition for fiscal 2019 compared with fiscal 2018, refer to Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations in our
fiscal 2019 Form 10-K, which was filed with the United States Securities and Exchange Commission on November 14, 2019.
Key Growth Objectives
As economies and businesses reopen and recover from the COVID-19 pandemic, we are optimistic that opportunities for growth and expansion will return both domestically and internationally. In addition to recovery from the pandemic, we believe
the following key factors will drive our growth in fiscal 2021 and beyond:
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Other key factors that influence our operating results include: the number of organizations that are active customers; the number of people trained within those organizations; the continuation or renewal of existing services contracts,
especially subscription renewals; the availability of budgeted training spending at our clients and prospective clients, which, in certain content categories, can be significantly influenced by general economic conditions; client satisfaction with
our offerings and services; the number and productivity of our international licensee operations; and our ability to manage operating costs necessary to develop and provide meaningful offerings and related products to our clients.
Results of Operations
The following table sets forth, for the fiscal years indicated, the percentage of total sales represented by the line items through income or loss before income taxes in our consolidated statements of operations. This table should be read in
conjunction with the accompanying discussion and analysis, the consolidated financial statements, and the related notes to the consolidated financial statements (amounts in percentages).
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Selling, general, and administrative 65.5 62.4 65.9
Stock-based compensation (0.3 ) 2.1 1.4
Restructuring costs 0.8 - -
Income (loss) from operations 1.6 1.2 (1.6 )
Interest expense (1.2 ) (1.0 ) (1.2 )
Discount accretion on related party receivables - 0.1 0.2
Income (loss) before income taxes 0.4 0.3 (2.6 )
FISCAL 2020 COMPARED WITH FISCAL 2019 RESULTS OF OPERATIONS
Enterprise Division
Direct Offices Segment
The Direct Office segment includes our sales personnel that serve clients in the United States and Canada; our directly owned international offices in Japan, China, the United Kingdom, Australia, Germany, Switzerland, and Austria; our government
services office; and other groups such as our coaching operations and books and audio media sales. The following comparative information is for our Direct Offices segment for the periods indicated (in thousands):
Sales. Our Direct Office segment had a strong start to fiscal 2020 in the first and second quarters of the fiscal year. For the first two quarters of fiscal 2020, our U.S./Canada sales grew by $4.0
million, or 9 percent; government sales increased by $1.2 million, or 18 percent; and international direct office revenue grew by $0.3 million, or two percent, despite the early closure of our offices in China at the onset of COVID-19. During the
third and fourth quarters of fiscal 2020, our Direct Office segment sales were adversely impacted by the COVID-19 pandemic and restrictions on in-person training and gatherings. However, sales of the Company’s AAP subscription service remained
strong and increased 15 percent in the third and fourth quarters of fiscal 2020 compared with the prior year, and revenue retention remained above 90 percent for fiscal 2020. We were very encouraged by sales of the All Access Pass in the second
half of fiscal 2020 as clients were able to successfully utilize the digital delivery options available through the AAP. Our foreign direct offices were significantly impacted by the COVID-19 pandemic as each of our foreign offices were closed for
portions of the third and fourth quarters as mandated by their national governments. As previously mentioned, our China and Japan offices had just started to sell AAP and had not built a significant base of deferred subscription revenue. As a
result, these offices were highly impacted by the closure of offices and restrictions on in-person gatherings and were a disproportionate share of the Direct Office decreased sales. For fiscal 2020, our foreign direct office sales decreased $10.8
million or 28 percent, compared with the prior year and foreign exchange rates had a $0.3 million unfavorable impact on our direct office sales during the fiscal year. We anticipate the events of fiscal 2020 will accelerate our Direct Offices’
transition to the All Access Pass in future periods, especially in China and Japan. While we are optimistic about the future of our direct office channel and AAP revenues, our future financial performance is highly dependent upon economic recovery
from the COVID-19 pandemic and the opening of national and regional economies.
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Gross Profit. Gross profit decreased due to sales activity during fiscal 2020 as described above. Direct Office gross margin increased primarily due to the mix of services and products sold during
fiscal 2020, which featured increased subscription sales as a percent of total sales and decreased onsite and facilitator sales.
SG&A Expenses. Direct Office operating expenses decreased primarily due to reduced variable associate costs, including commissions, incentives, and bonuses on lower sales and reduced travel costs
during the second half of the year. These reductions were partially offset by associate costs from new sales and support personnel during the year. Foreign exchange rates had a $0.1 million adverse impact on our direct office segment operating
results during fiscal 2020.
International Licensees Segment
In countries or foreign locations where we do not have a directly owned office, our training and consulting services are delivered through independent licensees. The following comparative information is for our international licensee operations
for the periods indicated (in thousands):
Sales. International licensee revenues are primarily comprised of royalty revenues received from our licensee partners. For fiscal 2020, our licensee revenues were impacted by the COVID-19 pandemic,
which significantly reduced sales in the second half of the year as many licensee countries enacted economic and social restrictions that prohibited in-person presentations. Prior to the full onset of the pandemic, our international licensee
royalty revenue during the first two quarters of fiscal 2020 increased by $0.2 million compared with the prior year. Many of our international licensees had just started to sell the All Access Pass at the onset of the pandemic and did not have a
substantial base of deferred subscription revenue as these operations were primarily dependent upon live onsite training and coaching. Due to the benefits of the All Access Pass, including its digital delivery platform and high revenue retention
rates, we believe that our licensees will accelerate their transition to the All Access Pass in future periods, which we believe will provide significant benefits for our licensee partners and their clients.
Gross Profit.Gross profit decreased due to an overall decrease in licensee revenues during fiscal 2020 as described above. Licensee gross margin remained strong
in fiscal 2020 and was consistent with the prior year.
SG&A Expenses. International licensee SG&A expenses increased primarily due to additional bad debt expense related to expected collection issues in the wake of the COVID-19 pandemic. Foreign
exchange rates had an insignificant impact on our licensee sales and results of operations during fiscal 2020.
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Education Division
Our Education Division is comprised of our domestic and international Education practice operations (focused on sales to educational institutions) and includes our widely acclaimed Leader in Me program.
The following comparative information is for our Education Division in the periods indicated (in thousands):
Sales. Growth in our Education Division during the first half of fiscal 2020 was offset by decreased sales during the third and fourth quarters, which are generally the busiest months for our Education
Division, resulting from the COVID-19 pandemic. Despite the significant headwinds faced by educational institutions during the third and fourth quarters as schools closed, teaching moved online, and budgets were constrained, nearly 2,200 existing
Leader in Me schools renewed their Leader in Me subscriptions (a number higher than in fiscal 2019) and 320 new schools became Leader
in Me schools. We believe these were remarkable achievements in the current education and economic environment. During fiscal 2020, Leader in Me subscription revenues increased 11 percent
compared with the prior year and our coaches delivered two percent more coaching days as clients pivoted to live on-line delivery of these days. Although pandemic-related issues slowed the growth of new schools entering into Leader in Me agreements in fiscal 2020, we are optimistic that continued demand for the Leader in Me program will drive sales growth in future periods. As of August 31,
2020, the Leader in Me program is used in over 4,200 schools and in over 50 countries.
Gross Profit. Education segment cost of sales and gross profit decreased primarily due to sales activity as previously described. Education Division gross margin remained strong at 62.4 percent and was
consistent with the prior year’s 62.1 percent.
SG&A Expenses. Education division SG&A expense increased primarily due to investments in additional sales and sales-related personnel in late fiscal 2019 and early fiscal 2020 to fuel growth that
was eventually dampened by the continuing COVID-19 pandemic, and increased bad debt expense. These increased costs were partially offset by reduced travel and commission expense resulting from travel restrictions and reduced revenues. Education
Division results of operations were adversely impacted by $0.2 million of unfavorable exchange rates compared with the prior year.
Other Expenses
Restructuring Costs – During the fourth quarter of fiscal 2020 we restructured certain information technology, corporate operational, and marketing functions. We incurred $1.6 million
of severance costs related to these restructuring activities. At August 31, 2020, we had $1.2 million of remaining accrued restructuring costs, which are expected to be paid during fiscal 2021.
Depreciation – Depreciation expense increased $0.3 million compared with fiscal 2019 primarily due to the addition of new assets and investments
in technology during fiscal 2020 and in prior years. Based on previous property and equipment acquisitions, and expected capital additions during fiscal 2021, we expect depreciation expense will total approximately $6.5 million in fiscal 2021.
Amortization – Our amortization expense decreased $0.4 million compared with the prior year primarily due to the full amortization of certain intangible assets. We expect the
amortization of intangible assets will total approximately $4.5 million during fiscal 2021.
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Income Taxes
Our effective income tax rate for fiscal 2020 was approximately 1,284 percent compared with an effective tax rate of approximately 273 percent in fiscal 2019. The increased effective tax rate in fiscal 2020 was primarily due to $11.3 million of
additional income tax expense from an increase in the valuation allowance against our deferred income tax assets, which was partially offset by the tax benefit resulting from the exercise of stock options by our CEO and CFO. Our near break-even
pre-tax income during fiscal years 2020 and 2019 greatly amplified the effect of non-temporary items on our effective tax rate in those years.
Although we paid $2.1 million in cash for income taxes during fiscal 2020, we anticipate that our total cash paid for income taxes over the coming three to five years will be less than our total income tax provision as we utilize available net
operating loss carryforwards and other deferred income tax assets.
QUARTERLY RESULTS
The following tables set forth selected unaudited quarterly consolidated financial data for the fiscal years ended August 31, 2020 and 2019. The quarterly consolidated financial data reflects, in the opinion of management, all normal and
recurring adjustments necessary to fairly present the results of operations for such periods. Results of any one or more quarters are not necessarily indicative of continuing trends (in thousands, except for per-share amounts).
YEAR ENDED AUGUST 31, 2020 (unaudited)
Restructuring costs - - - 1,636
Net income (loss) per share:
Basic and diluted $ (.04 ) $ .08 $ (.79 ) $ .07
YEAR ENDED AUGUST 31, 2019 (unaudited)
Net income (loss) per share:
In normal operating years, our fourth quarter typically has higher sales and operating income than other fiscal quarters primarily due to increased revenues in our Education Division (when school administrators and faculty have professional
development days) and from increased sales that typically occur during that quarter resulting from year-end incentive programs. Overall, training sales are moderately seasonal because of the timing of corporate training, which is not typically
scheduled as heavily during holiday and certain vacation periods. Quarterly fluctuations may also be affected by other factors including the introduction of new offerings, pandemics and other natural disasters, business acquisitions, the addition
of new organizational customers, and the elimination of underperforming offerings.
For more information on our quarterly results of operations, refer to our quarterly reports on Form 10-Q as filed with the SEC. Our quarterly reports for the periods indicated are available free of charge at www.sec.gov.
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LIQUIDITY AND CAPITAL RESOURCES
Introduction
Our cash balance at August 31, 2020 totaled $27.1 million, with no borrowings on our $15.0 million revolving credit facility. Of our $27.1 million in cash at August 31, 2020, $12.2 million was held outside the U.S. by our foreign subsidiaries.
We routinely repatriate cash from our foreign subsidiaries and consider cash generated from foreign activities a key component of our overall liquidity position. Our primary sources of liquidity are cash flows from the sale of services in the
normal course of business and available proceeds from our credit facility. Our primary uses of liquidity include payments for operating activities, capital expenditures (including curriculum development), debt payments, contingent consideration
payments from the prior acquisition of businesses, working capital expansion, and purchases of our common stock.
The following table summarizes our cash flows from operating, investing, and financing activities for the past three years (in thousands):
Total cash provided by (used for):
Effect of exchange rates on cash 297 (101 ) (319 )
Increase (decrease) in cash and cash equivalents $ (562 ) $ 17,546 $ 1,229
Our Current Credit Agreement
On August 7, 2019, we entered into a new credit agreement (the 2019 Credit Agreement) with our existing lender, which replaced the amended and restated credit agreement, dated March 2011. The 2019 Credit Agreement provides up to $25.0 million
in term loans and a $15.0 million revolving line of credit, which expires in August 2024. Upon entering into the 2019 Credit Agreement, we borrowed $20.0 million through a term loan and used the proceeds to repay all indebtedness under the
Original Credit Agreement. During November 2019, we borrowed the remaining $5.0 million term loan available on the 2019 Credit Agreement.
In anticipation of potential covenant compliance issues associated with the COVID-19 pandemic and the uncertainty of the economic recovery, on July 8, 2020, we entered into the First Modification Agreement to the 2019 Credit Agreement. The
primary purpose of the First Modification Agreement is to provide temporary alternative borrowing covenants for the fiscal quarters ending August 31, 2020 through May 31, 2021. These new covenants consist of the following:
QUARTER ENDING AMOUNT
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Adjusted EBITDA for purposes of this calculation is not the same as generally reported by the Company in its quarterly earnings. The amounts in the table above exclude amortization of capitalized development costs
which is classified in cost of sales.
In addition to the new financial covenants described above, we are prohibited from making certain restricted payments, including dividend payments on our common stock and open-market purchases of our common stock until we have been in compliance
with the previously existing financial covenants for two consecutive quarters.
In the event of noncompliance with these financial covenants and other defined events of default, the lender is entitled to certain remedies, including acceleration of the repayment of any amounts outstanding on the 2019 Credit Agreement. At
August 31, 2020, we believe that we were in compliance with the terms and covenants applicable to the 2019 Credit Agreement and the First Modification Agreement.
The previously existing financial covenants on the 2019 Credit Agreement, which include (i) a Funded Indebtedness to Adjusted EBITDAR Ratio of less than 3.00 to 1.00; (ii) a Fixed Charge Coverage ratio not less than 1.15 to 1.00; (iii) an annual
limit on capital expenditures (excluding capitalized curriculum development costs) of $8.0 million; and (iv) consolidated accounts receivable of not less than 150% of the aggregate amount of the outstanding borrowings on the revolving line of
credit, the undrawn amount of outstanding letters of credit, and the amount of unreimbursed letter of credit disbursements remain in effect except for the quarterly periods covered by the First Modification Agreement.
In addition to our term loan obligations, we have a long-term lease on our corporate campus that is accounted for as a financing obligation. For further information on our leasing obligations, refer to the notes to our consolidated financial
statements as presented in Item 8 of this report on Form 10-K.
The following discussion is a description of the primary factors affecting our cash flows and their effects upon our liquidity and capital resources during the fiscal year ended August 31, 2020.
Cash Flows from Operating Activities
Our primary source of cash from operating activities was the sale of services and products to our customers in the normal course of business. The primary uses of cash for operating activities were payments for selling, general, and
administrative expenses, payments for direct costs necessary to conduct training programs, payments to suppliers for materials used in training manuals sold, and to fund working capital needs. For the fiscal year ended August 31, 2020, our cash
provided by operating activities was $27.6 million compared with $30.5 million in fiscal 2019. The decrease was primarily due to changes in working capital balances during fiscal 2020. Our collection of accounts receivable remained strong during
fiscal 2020, despite the COVID-19 pandemic, and provided a significant amount of cash to support operations, pay our obligations, and make critical investments. Although we defer the recognition of AAP and other subscription revenues over the
lives of the underlying contracts, we invoice the annual contract amount and collect the associated receivable at the inception of the agreement.
Cash Flows from Investing Activities and Capital Expenditures
Our cash used for investing activities during the fiscal year ended August 31, 2020 totaled $11.9 million. The primary uses of cash for investing activities included additional investments in the development of our offerings, purchases of
property and equipment in the normal course of business, and the purchase of a note receivable from a bank used as consideration for an amended license agreement with FC Organizational Products (FCOP).
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We spent $5.1 million during fiscal 2020 on the development of various content and offerings. During fiscal 2020 we developed additional offerings for our Education Division and leadership content based on the best-selling book Multipliers, by Liz Wiseman. The new Multipliers content was launched in August 2020. We believe continued investment in our content and offerings is critical to our
future success and we anticipate that our capital spending for curriculum development will total $4.5 million during fiscal 2021.
Our purchases of property and equipment totaled $4.2 million in fiscal 2020, and consisted primarily of computer hardware, new furnishings to replace assets destroyed by a flood at our corporate headquarters, software, and leasehold improvements
on leased office space. Our previous and ongoing investments in our digital delivery modalities, including the AAP and Leader in Me subscription services proved valuable as many of our clients have moved
to remote workplaces due to the COVID-19 pandemic. We will continue to invest in hardware and software to improve our digital delivery modalities, and currently anticipate that our purchases of property and equipment will total approximately $2.8
million in fiscal 2021.
In November 2019, we purchased $2.6 million of notes payable from a bank that were the obligations of FCOP. We exchanged $3.2 million of receivables from FCOP, including the note payable purchased from the bank, to modify the term and royalty
provisions of a long-term licensing agreement that is expected to increase our cash flows over the duration of the license agreement. The licensing arrangement was assumed by Franklin Planner Corp., a new unrelated entity that purchased
substantially all of the assets of FCOP in November 2019 (Refer to Note 17 to our consolidated financial statements for more information).
Cash Flows from Financing Activities
During the fiscal year ended August 31, 2020, we used $16.6 million of net cash for financing activities. Our primary uses of financing cash during fiscal 2020 included $14.0 million for purchases of our common stock for treasury, $7.3 million
for principal payments on our term loans and financing obligation, and $1.3 million of cash used to pay contingent consideration liabilities from previous business acquisitions. These uses of cash were partially offset by proceeds from a $5.0
million term loan which was available on our 2019 Credit Agreement, and $1.0 million of proceeds from participants in our employee stock purchase plan.
In December 2019, we purchased 284,608 shares of our common stock from Knowledge Capital for $10.1 million prior to the distribution of Knowledge Capital assets to its investors. This purchase of shares from Knowledge Capital was completed
under a separate Board of Directors authorization and is not included in the November 15, 2019 authorized purchase plan described below. We also purchased 109,896 shares of our common stock that were withheld for statutory income taxes on
stock-based compensation instruments, primarily stock options, which were exercised during fiscal 2020. These withheld shares were valued at the market price on the date that the shares were distributed to participants. The total fair value of
the withheld shares was $3.7 million.
On November 15, 2019, our Board of Directors approved a new plan to repurchase up to $40.0 million of the Company’s outstanding common stock. The previously existing common stock repurchase plan was canceled and the new common share repurchase
plan does not have an expiration date. Our uses of financing cash during fiscal 2021 are expected to include required payments on our term loans and financing obligation, contingent consideration payments from previous business acquisitions, and
may include purchases of our common stock for treasury. However, the timing and amount of common stock purchases is dependent on a number of factors, including available resources, and we are not obligated to make purchases of our common stock
during any future period.
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Sources of Liquidity
We expect to meet our projected capital expenditures, repay amounts borrowed on our 2019 Credit Agreement, service our existing financing obligation, and meet other working capital requirements during fiscal 2021 from current cash balances,
future cash flows from operating activities, and available borrowings from our revolving line of credit. Going forward, we will continue to incur costs necessary for the day-to-day operation and potential growth of the business and may use our
available revolving line of credit and other financing alternatives, if necessary, for these expenditures. At August 31, 2020, we had $15.0 million of available borrowing capacity on our revolving line of credit. Our 2019 Credit Agreement expires
in August 2024 and we expect to renew and amend the 2019 Credit Agreement on a regular basis to maintain the long-term borrowing capacity of this credit facility. Additional potential sources of liquidity available to us include factoring
receivables, issuance of additional equity, or issuance of debt from public or private sources. If necessary, we will evaluate all of these options and select one or more of them depending on overall capital needs and the associated cost of
capital. The COVID-19 pandemic has created uncertainty in capital markets, which may limit our ability to access liquidity on terms favorable to us, or at all.
We believe that our existing cash and cash equivalents, cash generated by operating activities, and availability of external funds as described above, will be sufficient for us to maintain our operations over the next 12 months. However, our
ability to maintain adequate capital for our operations in the future is dependent upon a number of factors, including sales trends, macroeconomic activity, our ability to contain costs, levels of capital expenditures, collection of accounts
receivable, and other factors. Some of the factors that influence our operations are not within our control, such as general economic conditions and the introduction of new offerings or technology by our competitors. We will continue to monitor
our liquidity position and may pursue additional financing alternatives, as described above, to maintain sufficient resources for future growth and capital requirements. However, there can be no assurance such financing alternatives will be
available to us on acceptable terms, or at all.
Contractual Obligations
We have not structured any special purpose entities, or participated in any commodity trading activities, which would expose us to potential undisclosed liabilities or create adverse consequences to our liquidity. Required contractual payments
primarily consist of repayment of term loan obligations; lease payments on our corporate headquarters campus (reported as a financing obligation); short-term purchase obligations for inventory items and other products and services used in the
ordinary course of business; expected contingent consideration payments from business acquisitions; and minimum lease payments. At August 31, 2020, our expected payments on these obligations over the next five fiscal years and thereafter are as
follows (in thousands):
Fiscal Fiscal Fiscal Fiscal Fiscal
Purchase obligations 4,761 - - - - - 4,761
RGP contingent consideration payments(2) 816 - - - - - 816
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Our contractual obligations presented above exclude uncertain tax positions totaling $1.6 million for which we cannot make a reasonably reliable estimate of the amount and period of payment. For further information regarding our uncertain tax
positions, refer to the notes to our consolidated financial statements as presented in Part II, Item 8 of this report on Form 10-K.
USE OF ESTIMATES AND CRITICAL ACCOUNTING POLICIES
Our consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. The significant accounting policies that we used to prepare our consolidated financial statements
are outlined primarily in Note 1 and in Note 2 (revenue recognition policies) to the consolidated financial statements, which are presented in Part II, Item 8 of this Annual Report on Form 10-K. Some of those accounting policies require us to make
assumptions and use judgments that may affect the amounts reported in our consolidated financial statements. Management regularly evaluates its estimates and assumptions and bases those estimates and assumptions on historical experience, factors
that are believed to be reasonable under the circumstances, and requirements under accounting principles generally accepted in the United States of America. Actual results may differ from these estimates under different assumptions or conditions,
including changes in economic and political conditions and other circumstances that are not within our control, but which may have an impact on these estimates and our actual financial results.
The following items require the most significant judgment and often involve complex estimates:
Revenue Recognition
We account for revenue in accordance with Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). For the All Access Pass, judgment is required to determine whether
the intellectual property and web-based functionality and content are considered distinct and accounted for separately, or not distinct and accounted for together.
We have determined to account for the AAP as a single performance obligation and recognize the associated transaction price ratably over the term of the underlying contract beginning on the commencement date of each contract, which is the date
the Company’s platforms and resources are made available to the customer. This determination was reached after considering that our web-based functionality and content, in combination with our intellectual property, each represent inputs that
transform into a combined output that represents the intended outcome of the AAP, which is to provide a continuously accessible, customized, and dynamic learning and development solution only accessible through the All Access Pass platform.
Judgment is required to determine the stand-alone selling price (SSP) for each distinct performance obligation in a revenue contract. Where we have more than one distinct performance obligation, we must allocate the transaction price to each
performance obligation based on its relative SSP. The SSP is the price which we would sell a promised product or service separately to a customer. In determining the SSP, we consider the size and volume of transactions, price lists, historical
sales, and contract prices. We may modify our pricing from time-to-time in the future, which could result in changes to the stand-alone selling price.
Stock-Based Compensation
Our shareholders have approved performance-based long-term incentive plans (LTIPs) that provide for grants of stock-based performance awards to certain managerial personnel and executive management as directed by the Organization and
Compensation Committee of the Board of Directors. The number of common shares that are vested and issued to LTIP participants is variable and is based upon the achievement of specified performance objectives during defined service periods. Due to
the variable number of common shares that may be issued under the LTIP, we reevaluate our LTIP grants on a quarterly basis and adjust the expected vesting dates and number of shares expected to be awarded based upon actual and estimated financial
results of the Company compared with the performance goals set for the award. Adjustments to the number of shares awarded, and to the corresponding compensation expense, are made on a cumulative basis at the adjustment date based upon the new
estimated probable number of common shares to be awarded.
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The analysis of our LTIP awards contains uncertainties because we are required to make assumptions and judgments about the timing and eventual number of shares that will vest in each LTIP grant. The assumptions and judgments that are essential
to the analysis include forecasted sales and operating income levels during the LTIP service periods. These forecasted amounts may be difficult to predict over the life of the LTIP awards due to changes in our business, such as from the
introduction of subscription-based services, or other external factors, such as the COVID-19 pandemic, and their impact on our financial results. Events such as these may leave some previously approved performance measures obsolete or
unattainable. The evaluation of LTIP performance awards and the corresponding use of estimated amounts may produce additional volatility in our consolidated financial statements as we record cumulative adjustments to the estimated service periods
and number of common shares to be awarded under the LTIP grants as described above. For example, the impact of and expected recovery from the COVID-19 pandemic resulted in a significant reversal of previously recognized performance award
stock-based compensation expense during the third quarter of fiscal 2020.
Accounts Receivable Valuation
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Our allowance for doubtful accounts calculations contain uncertainties because the calculations require us to make assumptions and judgments regarding the
collectability of customer accounts, which may be influenced by a number of factors that are not within our control, such as the financial health of each customer. We regularly review the collectability assumptions of our allowance for doubtful
accounts calculation and compare them against historical collections. Adjustments to the assumptions may either increase or decrease our total allowance for doubtful accounts and may adversely impact our financial results. For example, a 10
percent increase to our allowance for doubtful accounts at August 31, 2020 would decrease our reported income from operations by approximately $0.4 million.
For further information regarding the calculation of our allowance for doubtful accounts, refer to the notes to our financial statements as presented in Item 8 of this report on Form 10-K.
Valuation of Indefinite-Lived Intangible Assets and Goodwill
Intangible assets that are deemed to have an indefinite life and goodwill balances are not amortized, but rather are tested for impairment on an annual basis, or more often if events or circumstances indicate that a potential impairment exists.
The Covey trade name intangible asset originated from the merger with the Covey Leadership Center in 1997 and has been deemed to have an indefinite life. This intangible asset is quantitatively tested for impairment using the present value of
estimated royalties on trade name related revenues, which consist primarily of training seminars and related products, and international licensee royalties.
Goodwill is recorded when the purchase price for an acquisition exceeds the estimated fair value of the net tangible and identified intangible assets acquired. Under current accounting guidance, an annual or interim goodwill impairment test is
performed by comparing the fair value of a reporting unit with its carrying amount, and an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value.
Due to the impact of COVID-19, we tested goodwill for impairment during the third quarter of fiscal 2020 and at August 31, 2020 at the reporting unit level using a quantitative approach. The estimated fair value of each reporting unit was
calculated using a combination of the income approach (discounted cash flows) and the market approach (using market multiples derived from a set of companies with comparable market characteristics). The estimated fair values of the reporting units
from these approaches were weighted in the determination of the total fair value.
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On an interim basis, we consider whether events or circumstances are present that may lead to the determination that goodwill may be impaired. These circumstances include, but are not limited to, the following:
• significant change in prevailing interest rates;
• significant negative industry or economic trend;
• significant change in market capitalization relative to book value; and/or
• significant negative change in market multiples of the comparable company set.
If, based on events or changing circumstances, we determine it is more likely than not that the fair value of a reporting unit does not exceed its carrying value, we would be required to test goodwill for impairment.
Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected
future cash flows, risk-adjusted discount rates, future economic and market conditions, and determination of appropriate market comparables. We base our fair value estimates on assumptions we believe to be reasonable, but that are unpredictable
and inherently uncertain. Actual future results may differ from those estimates. In addition, we make certain judgments and assumptions in allocating shared assets and liabilities to determine the carrying values for each of our reporting units.
The timing and frequency of our goodwill impairment tests are based on an ongoing assessment of events and circumstances that would indicate a possible impairment. Based on the results of our goodwill impairment testing during fiscal 2020, we
determined that no impairment existed at August 31, 2020, as each reportable operating segment’s estimated fair value exceeded its carrying value. We will continue to monitor our goodwill and intangible assets for impairment and conduct formal
tests when impairment indicators are present.
Impairment of Long-Lived Assets
Long-lived tangible assets and finite-lived intangible assets are reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We use an estimate of
undiscounted future net cash flows of the assets over their remaining useful lives in determining whether the carrying value of the assets is recoverable. If the carrying values of the assets exceed the anticipated future cash flows of the assets,
we calculate an impairment loss. The impairment loss calculation compares the carrying value of the asset to the asset’s estimated fair value, which may be based upon discounted cash flows over the estimated remaining useful life of the asset. If
we recognize an impairment loss, the adjusted carrying amount of the asset becomes its new cost basis, which is then depreciated or amortized over the remaining useful life of the asset. Impairment of long-lived assets is assessed at the lowest
levels for which there are identifiable cash flows that are independent from other groups of assets.
Our impairment evaluation calculations contain uncertainties because they require us to make assumptions and apply judgment in order to estimate future cash flows, forecast the useful lives of the assets, and select a discount rate that reflects
the risk inherent in future cash flows. Although we have not made any material recent changes to our long-lived assets impairment assessment methodology, if forecasts and assumptions used to support the carrying value of our long-lived tangible
and finite-lived intangible assets change in the future, significant impairment charges could result that would adversely affect our results of operations and financial condition.
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Acquisitions and Contingent Consideration Liabilities
We record acquisitions resulting in the consolidation of an enterprise using the purchase method of accounting. Under this method, the acquiring company records the assets acquired, including intangible assets that can be identified and named,
and liabilities assumed based on their estimated fair values at the date of acquisition. The purchase price in excess of the fair value of the assets acquired and liabilities assumed is recorded as goodwill. If the assets acquired, net of
liabilities assumed, are greater than the purchase price paid, then a bargain purchase has occurred and the Company will recognize the gain immediately in earnings. Among other sources of relevant information, we use independent appraisals or
other valuations to assist in determining the estimated fair values of the assets and liabilities. Various assumptions are used in the determination of these estimated fair values including discount rates, market and volume growth rates, product
or service selling prices, cost structures, royalty rates, and other prospective financial information.
Additionally, we are required to reassess the fair value of contingent consideration liabilities resulting from business acquisitions at each reporting period. Although subsequent changes to the contingent consideration liabilities do not
affect the goodwill generated from the acquisition transaction, the valuation of expected contingent consideration often requires us to estimate future sales and/or profitability. These estimates require the use of numerous assumptions, many of
which may change frequently and lead to increased or decreased operating income in future periods. For instance, during fiscal 2020 we recorded approximately $49,000 of net decreases to the fair value of our contingent consideration liabilities
compared with $1.3 million of increases during fiscal 2019. Changes to the fair value of contingent consideration liabilities are recorded as a component of selling, general, and administrative expenses.
Income Taxes
We regularly evaluate our United States federal and various state and foreign jurisdiction income tax exposures. We account for certain aspects of our income tax provision using the provisions of ASC 740-10-05, which addresses the determination
of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. We may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will
be sustained upon examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than
50 percent likelihood of being realized upon final settlement. The provisions of ASC 740-10-05 also provide guidance on de-recognition, classification, interest, and penalties on income taxes, accounting for income taxes in interim periods, and
require increased disclosure of various income tax items. Taxes and penalties are components of our overall income tax provision.
We record previously unrecognized tax benefits in the financial statements when it becomes more likely than not (greater than a 50 percent likelihood) that the tax position will be sustained. To assess the probability of sustaining a tax
position, we consider all available evidence. In many instances, sufficient positive evidence may not be available until the expiration of the statute of limitations for audits by taxing jurisdictions, at which time the entire benefit will be
recognized as a discrete item in the applicable period.
Our unrecognized tax benefits result from uncertain tax positions about which we are required to make assumptions and apply judgment to estimate the exposures associated with our various tax filing positions. The calculation of our income tax
provision or benefit, as applicable, requires estimates of future taxable income or losses. During the course of the fiscal year, these estimates are compared to actual financial results and adjustments may be made to our tax provision or benefit
to reflect these revised estimates. Our effective income tax rate is also affected by changes in tax law and the results of tax audits by various jurisdictions. Although we believe that our judgments and estimates discussed herein are reasonable,
actual results could differ, and we could be exposed to losses or gains that could be material.
We establish valuation allowances for deferred tax assets when we estimate it is more likely than not that the tax assets will not be realized. The determination of whether valuation allowances are needed on our deferred income tax assets
contains uncertainties because we must project future income, including the use of tax-planning strategies, by individual tax jurisdictions. Changes in industry and economic conditions and the competitive environment may impact the accuracy of our
projections. We regularly assess the likelihood that our deferred tax assets will be realized and determine if adjustments to our valuation allowance are necessary.
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For example, in consideration of the relevant accounting guidance, we reevaluated our deferred tax assets during fiscal 2020 and considered both positive and negative evidence in determining whether it is more likely
than not that some portion or all of our deferred tax assets will be realized. Because of the cumulative pre-tax losses over the past three fiscal years, combined with the expected continued disruptions and negative impact to our business
resulting from uncertainties related to the recovery from the pandemic, we were unable to overcome accounting guidance indicating that it is more-likely-than-not that insufficient taxable income will be available to realize all of our deferred tax
assets before they expire, which are primarily foreign tax credit carryforwards and a portion of our net operating loss carryforwards. Accordingly, we increased the valuation allowance against our deferred tax assets in fiscal 2020.
RECENT ACCOUNTING PRONOUNCEMENTS
Refer to Note 1 to the consolidated financial statements for information on recent accounting pronouncements.
REGULATORY COMPLIANCE
We are registered in states in which we do business that have a sales tax and we collect and remit sales or use tax on sales made in these jurisdictions. Compliance with environmental laws and regulations has not had a material effect on our
operations.
INFLATION AND CHANGING PRICES
Inflation has not had a material effect on our operations. However, future inflation may have an impact on the price of materials used in the production of training products and related accessories, including paper and related raw materials.
We may not be able to pass on such increased costs to our customers.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain statements made by the Company in this report are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934 as amended (the Exchange
Act). Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance, or achievements, and may contain words such as “believe,” “anticipate,” “expect,” “estimate,”
“project,” or words or phrases of similar meaning. In our reports and filings we may make forward-looking statements regarding, among other things, our expectations about future sales levels and financial results, expected effects from the
COVID-19 pandemic, including effects on how we conduct our business and our results of operations, the timing and duration of the recovery from the COVID-19 pandemic, future training and consulting sales activity, expected benefits from the All
Access Pass and the electronic delivery of our content, anticipated renewals of subscription offerings, the impact of new accounting standards on our financial condition and results of operations, the amount and timing of capital expenditures,
anticipated expenses, including SG&A expenses, depreciation, and amortization, future gross margins, the release of new services or products, the adequacy of existing capital resources, our ability to renew or extend our line of credit
facility, the amount of cash expected to be paid for income taxes, our ability to maintain adequate capital for our operations for at least the upcoming 12 months, the seasonality of future sales, future compliance with the terms and conditions of
our line of credit, the ability to borrow on our line of credit, expected collection of accounts receivable, estimated capital expenditures, and cash flow estimates used to determine the fair value of long-lived assets. These, and other
forward-looking statements, are subject to certain risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. These risks and uncertainties are disclosed from time to time in reports filed by us
with the SEC, including reports on Forms 8-K, 10-Q, and 10-K. Such risks and uncertainties include, but are not limited to, the matters discussed in Item 1A of this annual report on Form 10-K for the fiscal year ended August 31, 2020, entitled
“Risk Factors.” In addition, such risks and uncertainties may include unanticipated developments in any one or more of the following areas: cybersecurity risks; unanticipated costs or capital expenditures; delays or unanticipated outcomes
relating to our strategic plans; dependence on existing products or services; the rate and consumer acceptance of new product introductions, including the All Access Pass; competition; the impact of foreign exchange rates; the number and nature of
customers and their product orders, including changes in the timing or mix of product or training orders; pricing of our products and services and those of competitors; adverse publicity; and other factors which may adversely affect our business.
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The risks included here are not exhaustive. Other sections of this report may include additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing
environment. New risk factors may emerge and it is not possible for our management to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any single factor, or combination of
factors, may cause actual results to differ materially from those contained in forward-looking statements. Given these risks and uncertainties, investors should not rely on forward-looking statements as a prediction of actual results.
The market price of our common stock has been and may remain volatile. In addition, the stock markets in general have experienced increased volatility. Factors such as quarter-to-quarter variations in revenues and earnings or losses and our
failure to meet expectations could have a significant impact on the market price of our common stock. In addition, the price of our common stock can change for reasons unrelated to our performance. Due to our relatively low market capitalization,
the price of our common stock may also be affected by conditions such as a lack of analyst coverage and fewer potential investors.
Forward-looking statements are based on management’s expectations as of the date made, and the Company does not undertake any responsibility to update any of these statements in the future except as required by law. Actual future performance
and results will differ and may differ materially from that contained in or suggested by forward-looking statements as a result of the factors set forth in this Management’s Discussion and Analysis of Financial Condition and Results of Operations
and elsewhere in our filings with the SEC.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk of Financial Instruments
We are exposed to financial instrument market risk primarily through fluctuations in foreign currency exchange rates and interest rates. To manage risks associated with foreign currency exchange and interest rates, we may make limited use of
derivative financial instruments. Derivatives are financial instruments that derive their value from one or more underlying financial instruments. As a matter of policy, our derivative instruments are entered into for periods consistent with the
related underlying exposures and do not constitute positions that are independent of those exposures. In addition, we do not enter into derivative contracts for trading or speculative purposes, nor are we party to any leveraged derivative
instrument. However, during the fiscal years ended August 31, 2020, 2019, and 2018, we were not party to any foreign exchange contracts, interest rate swap agreements, or similar derivative instruments.
Foreign Exchange Sensitivity
Due to the global nature of our operations, we are subject to risks associated with transactions that are denominated in currencies other than the United States dollar, as well as the effects of translating amounts denominated in foreign
currencies to United States dollars as a normal part of the reporting process. The objective of our foreign currency risk management activities is to reduce foreign currency risk in the consolidated financial statements. In order to manage
foreign currency risks, we may make limited use of foreign currency forward contracts and other foreign currency related derivative instruments.
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Interest Rate Sensitivity
Our long-term liabilities primarily consist of term loans payable obtained from the lender on our 2019 Credit Agreement, a long-term lease agreement (financing obligation) associated with the previous sale of our corporate headquarters, amounts
borrowed on our revolving credit facility, deferred income taxes, and contingent consideration payments resulting from our business acquisitions. Our overall interest rate sensitivity is primarily influenced by any amounts borrowed on term loans
or on our revolving line of credit facility, and the prevailing interest rate on these instruments. The effective interest rate on the term loans and our revolving line of credit facility was 3.5 percent at August 31, 2020, and we may incur
additional expense if interest rates increase in future periods. For example, a one percent increase in the interest rate on our term loans payable at August 31, 2020 would result in approximately $0.2 million of additional interest expense in
fiscal 2021. We did not have borrowings on our revolving credit facility at August 31, 2020. Our financing obligation has a payment structure equivalent to a long-term leasing arrangement with a fixed interest rate of 7.7 percent. Our other
long-term liabilities do not include an interest component.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Franklin Covey Co.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Franklin Covey Co. and subsidiaries (the “Company”) as of August 31, 2020, based on criteria established in Internal
Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of August 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended August 31, 2020,
of the Company and our report dated November 16, 2020, expressed an unqualified opinion on those financial statements and included an explanatory paragraph related to the Company's change in method of accounting for revenue from contracts with
customers in fiscal year 2019 due to the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Salt Lake City, Utah
November 16, 2020
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Franklin Covey Co.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Franklin Covey Co. and subsidiaries (the "Company") as of August 31, 2020 and 2019, the related consolidated statements of operations and comprehensive
loss, shareholders' equity, and cash flows for each of the three years in the period ended August 31, 2020, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in
all material respects, the financial position of the Company as of August 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended August 31, 2020, in conformity with accounting
principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of August 31, 2020, based on
criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 16, 2020, expressed an
unqualified opinion on the Company's internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 1 to the financial statements, the Company changed its method of accounting for revenue from contracts with customers in fiscal year 2019 due to the adoption of Accounting Standards Update No.
2014-09, Revenue from Contracts with Customers, using the modified retrospective approach.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Deloitte & Touche LLP
Salt Lake City, Utah
November 16, 2020
We have served as the Company's auditor since 2016.
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FRANKLIN COVEY CO.
CONSOLIDATED BALANCE SHEETS
In thousands, except per-share data
ASSETS
Current assets:
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of term notes payable $ 5,000 $ 5,000
Current portion of financing obligation 2,600 2,335
Income taxes payable - 764
Term notes payable, less current portion 15,000 15,000
Financing obligation, less current portion 14,048 16,648
Deferred income tax liabilities 5,298 180
Commitments and contingencies (Note 9)
Shareholders’ equity:
Accumulated other comprehensive income 641 269
See accompanying notes to consolidated financial statements.
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FRANKLIN COVEY CO.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
In thousands, except per-share amounts
Restructuring costs 1,636 - -
Discount accretion on related-party receivables - 258 418
Net loss per share:
Basic and diluted $ (0.68 ) $ (0.07 ) $ (0.43 )
Weighted average number of common shares:
COMPREHENSIVE LOSS:
Foreign currency translation adjustments, net of income
See accompanying notes to consolidated financial statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
In thousands
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments to reconcile net loss to net cash provided
by operating activities:
Amortization of capitalized curriculum development costs 3,949 4,954 5,280
Amortization of right-of-use operating lease assets 331 - -
Changes in assets and liabilities, net of effect of acquired businesses:
Decrease (increase) in accounts receivable, net 17,142 (1,770 ) (5,679 )
Decrease (increase) in inventories 552 (260 ) 157
Decrease in receivable from related party 26 535 213
Decrease (increase) in prepaid expenses and other assets (767 ) 32 (1,335 )
Increase (decrease) in income taxes payable/receivable (794 ) 889 109
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (4,183 ) (4,153 ) (6,528 )
Capitalized curriculum development costs (5,082 ) (2,688 ) (2,998 )
Purchase of note receivable from bank (Note 17) (2,600 ) - -
Acquisition of businesses, net of cash acquired - (32 ) (1,108 )
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from term notes payable financing 5,000 20,000 -
Principal payments on term notes payable (5,000 ) (12,813 ) (6,250 )
Principal payments on financing obligation (2,335 ) (2,092 ) (1,868 )
Purchases of common stock for treasury (13,971 ) (12 ) (2,006 )
Payment of contingent consideration liabilities (1,297 ) (653 ) (2,323 )
Proceeds from sales of common stock held in treasury 1,046 975 808
Net cash used for financing activities (16,557 ) (5,932 ) (4,679 )
Net increase (decrease) in cash and cash equivalents (562 ) 17,546 1,229
Supplemental disclosure of cash flow information:
Non-cash investing and financing activities:
License rights acquired through royalties payable financing 4,009 - -
Use of notes receivable to modify revenue contract (Note 17) 3,246 - -
Consideration for business acquisition from liabilities of acquiree - 798 -
See accompanying notes to consolidated financial statements.
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CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Accumulated
Common Common Additional Other Treasury Treasury
In thousands
Issuance of common stock from
Purchase of treasury shares (105 ) (2,006 )
Stock-based compensation 2,846
Cumulative translation
adjustments (326 )
Issuance of common stock from
Purchase of treasury shares 1 (12 )
Stock-based compensation 4,789
Cumulative translation
adjustments (72 )
Cumulative effect of new
accounting principle (3,143 )
Issuance of common stock from
Purchase of treasury shares (400 ) (13,971 )
Stock-based compensation (573 )
Cumulative translation
See accompanying notes to consolidated financial statements.
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FRANKLIN COVEY CO.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Franklin Covey Co. (hereafter referred to as we, us, our, or the Company) is a global company specializing in organizational performance improvement. We help individuals and organizations achieve results that require a change in human behavior
and our mission is to “enable greatness in people and organizations everywhere.” We have some of the best-known offerings in the training industry, including a suite of individual-effectiveness and leadership-development training and products
based on the best-selling books, The 7 Habits of Highly Effective People, The Speed of Trust, The Leader In Me, The Four Disciplines of Execution, and Multipliers, and proprietary content in the areas of Execution, Sales Performance, Productivity, Customer Loyalty, and Educational improvement. Our offerings are described in further detail at
www.franklincovey.com and elsewhere in this report. Through our organizational research and curriculum development efforts, we seek to consistently create, develop, and introduce new services and products that help individuals and organizations
achieve their own great purposes.