form8k_040115.htm

 
 
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT


Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):
April 1, 2015

Franklin Covey Logo
FRANKLIN COVEY CO.

(Exact name of registrant as specified in its charter)

Commission File No. 1-11107


Utah
 
87-0401551
(State or other jurisdiction of incorporation)
 
(IRS Employer Identification Number)
     

2200 West Parkway Boulevard
Salt Lake City, Utah  84119-2099
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:  (801) 817-1776

Former name or former address, if changed since last report: Not Applicable
______________________
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 



 


Item 2.02     Results of Operations and Financial Condition

On April 1, 2015, Franklin Covey Co. (the Company) announced its financial results for the second quarter of fiscal 2015, which ended on February 28, 2015.  A copy of the earnings release is being furnished as exhibit 99.1 to this current report on Form 8-K.

Certain information in this Report (including the exhibit) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


Item 8.01     Other Events

On March 27, 2015, the Company announced that it would host a discussion for shareholders and the financial community to review its financial results for the fiscal quarter ended February 28, 2015.  The discussion is scheduled to be held on Wednesday, April 1, 2015 at 5:00 p.m. Eastern time (3:00 p.m. Mountain time).
 
Interested persons can participate by dialing 877-261-8992 (International participants may dial 847-619-6548), access code: 39262840. Alternatively, a webcast will be accessible at the following Web site: http://www.edge.media-server.com/m/p/gtimhmpg/lan/en.

A replay will be available from April 1 (7:30 pm ET) through April 9, 2015 by dialing 888-843-7419 (International participants may dial 630-652-3042), access code: 39262840#. The webcast will remain accessible through April 9, 2015 on the Investor Relations area of the Company's website at: http://investor.franklincovey.com/phoenix.zhtml?c=102601&p=irol-IRHome.


Item 9.01     Financial Statements and Exhibits
 
(d)
Exhibits
 
99.1
     Earnings release dated April 1, 2015



 
 

 


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     
FRANKLIN COVEY CO.
         
         
Date:
April 1, 2015
 
By:
/s/ Stephen D. Young
       
Stephen D. Young
       
Chief Financial Officer
         




exhibit99_1.htm
 
 
 


Exhibit 99.1


  franklin covey logo
Press Release
2200 West Parkway Boulevard
Salt Lake City, Utah  84119-2331
www.franklincovey.com
 


 
FRANKLIN COVEY REPORTS SECOND QUARTER FINANCIAL RESULTS

Second Best Second Fiscal Quarter Sales for Company’s Current Business
Despite $1.2 Million of Negative Foreign Exchange Impact

Announces Expanded Share Repurchase Authorization to $40 Million


Salt Lake City, Utah – April 1, 2015.  Franklin Covey Co. (NYSE: FC), a global performance improvement company that creates and distributes world-class content, training, processes, and tools that organizations and individuals use to transform their results, today announced financial results for its fiscal second quarter ended February 28, 2015.

Fiscal 2015 Second Quarter Financial Highlights

 
Revenue:  Consolidated revenue for the quarter ended February 28, 2015 was the second-highest second fiscal quarter for the Company’s current business, reaching $46.3 million.  These strong sales were achieved in spite of absorbing $1.2 million of adverse impact from foreign exchange rates as the U.S. dollar strengthened against various currencies during the quarter.  Sales were essentially flat compared with $46.5 million in the prior year.  The second quarter of fiscal 2015 was also up against a tough comparison with last year due to the successful launch of the re-created The 7 Habits of Highly Effective People Signature Program, which had a significant impact on prior year sales in English speaking markets.  Despite these factors, many of the Company’s practices and delivery channels grew compared with the prior year, including 30 percent growth in the Sales Performance practice; 14 percent growth in the Education practice; 10 percent growth from international licensee partners (including $0.2 million of adverse foreign exchange impact); 10 percent growth (in functional currencies) at the Company’s offices in Japan and the United Kingdom; and 9 percent growth from the Company’s government services office.
 
Gross profit:  Second quarter gross profit was $30.0 million, compared with $31.4 million in the second quarter of the prior year due to the effects of foreign exchange on translated sales and cost of sales, increased curriculum amortization expense, increased costs of certain offerings, and changes in the mix of services sold during the quarter.  Consolidated gross margin was 64.8 percent of sales compared with 67.5 percent in the second quarter of fiscal 2014.
 
Operating Expenses:  The Company’s operating expenses increased by $1.3 million compared with the second quarter of the prior year, which was primarily due to a $1.1 million increase in selling, general, and administrative expenses, reflecting increased investments in marketing and promotional events and the hiring of new sales personnel.  The Company believes that these investments have already begun to drive growth in the second half of fiscal 2015 as potential business pipelines are significantly higher than at the same time in the prior year.
 
Adjusted EBITDA:  Second quarter Adjusted EBITDA was $3.8 million, compared with $6.6 million in the second quarter of the prior year.  The Company’s second quarter Adjusted EBITDA was affected by $0.8 million of foreign exchange related costs, including $0.4 million of transaction losses; the costs associated with hiring new client partners and new Education practice coaches; and holding additional marketing events and selling initiatives during the quarter.
 
Net Income:  Net income for the quarter decreased to $0.4 million compared with $2.0 million in the second quarter of fiscal 2014, reflecting the factors noted above.
 
 

 
 
 
 
Diluted EPS:  Diluted EPS for the quarter ended February 28, 2015 decreased to $0.02 per share compared with $0.12 per share in the second quarter of the prior year.
 
Balance Sheet:  Cash increased to $18.6 million at the end of the second quarter, with no borrowings on its line of credit facility, compared with $7.6 million of cash at the end of the first quarter of fiscal 2015.
 
Adjusted EBITDA Outlook:  At current exchange rates, the Company expects to absorb approximately $2.8 million of negative impact to its Adjusted EBITDA from foreign exchange in fiscal 2015.  The Company, however, is encouraged by the expected strength of its business for the second half of fiscal 2015 and is therefore only reducing its fiscal 2015 Adjusted EBITDA guidance range by $1.0 million to between $36 million and $39 million.
 
Expanded Share Repurchase Plan:  The Company received authorization from its Board of Directors to expand the January 2015 share repurchase plan from $10.0 million to $40.0 million.  The Company also increased the borrowing capacity of its line of credit facility from $10.0 million to $30.0 million.

Bob Whitman, Chairman and Chief Executive Officer, commented, “Second quarter sales were the second best ever for the Company’s current business even in comparison with a very strong quarter a year ago.  Foreign exchange also negatively impacted both sales and Adjusted EBITDA during the quarter.  We significantly increased our investment in growth initiatives during the quarter, including investments in new client partners and marketing initiatives which we expect to make meaningful contributions to our third and fourth quarters.”

Whitman continued, “We expect a strong second half of the year, with higher revenues leading to increases in both profitability and cash flow.  We also continue to be confident about our ability to execute on the strategic goals of our multi-year plan.  Accordingly, our Board of Directors has recently authorized an expanded share repurchase program to take advantage of our strong balance sheet and increased line of credit facility to support shareholder value creation.”

Fiscal 2015 Second Quarter Financial Results

Consolidated sales were essentially flat at $46.3 million, compared with $46.5 million in the second quarter of fiscal 2014, after absorbing $1.2 million of adverse revenue impact from foreign exchange rates.  In the second quarter of fiscal 2014, the Company launched the re-created The 7 Habits of Highly Effective People Signature Program, which significantly increased sales in English speaking markets.  The Company did not release any comparable new offerings during the quarter ended February 28, 2015.  Despite the impact of these events, sales grew in many of the Company’s practices and major delivery channels.  Compared with the prior year, sales at the Company’s regional offices decreased 8 percent primarily due to the prior year’s strong launch of the re-created The 7 Habits of Highly Effective People Signature Program.

Gross profit decreased to $30.0 million, compared with $31.4 million in the prior year primarily due to the effects of foreign exchange on translated sales and cost of sales, increased capitalized curriculum amortization, increased costs in certain practices and delivery channels, and changes in the mix of offerings sold during the quarter.  Consolidated gross margin declined to 64.8 percent of sales compared with 67.5 percent in the second quarter of fiscal 2014.

Selling, general, and administrative (SG&A) expenses for the quarter ended February 28, 2015 increased $1.1 million compared with the second quarter of fiscal 2014.  The increase in SG&A expenses over the prior year was primarily due to i) a $1.3 million increase related to marketing and promotional spending and the addition of new personnel; and ii) $0.4 million of foreign exchange transaction losses as the U.S. dollar continued to strengthen during the quarter.  The Company continued to invest in new sales personnel and had 175 client partners at February 28, 2015 compared with 155 at March 1, 2014.  The impact of these increased expenses was partially offset by $0.4 million of decreased non-cash share-based compensation expense.

The Company’s depreciation expense increased by $0.2 million primarily due to the addition of new capital assets during fiscal 2014 and the first two quarters of fiscal 2015.  Amortization expense was essentially flat compared with the second quarter of fiscal 2014.

 
 

 
 
 
Income from operations for the quarter ended February 28, 2015 decreased to $1.2 million, compared with $3.9 million in the same quarter of fiscal 2014, reflecting the combination of lower gross profit and increased operating expenses.  Net income decreased to $0.4 million, or $0.02 per diluted share, compared with $2.0 million, or $0.12 per diluted share in fiscal 2014.

Fiscal 2015 Year-to-Date Financial Results

Consolidated sales for the two quarters ended February 28, 2015 increased $4.3 million, or 5 percent, to $94.2 million, after absorbing $2.0 million of adverse revenue impact from foreign exchange rates, compared with $89.9 million for the first two quarters of fiscal 2014.  Sales grew in all of the Company’s major delivery channels, highlighted by 49 percent growth at the Company’s office in the United Kingdom, 37 percent growth from the government services office, and 15 percent growth in the Education practice.

Consolidated gross profit was essentially flat at $61.2 million compared with $61.4 million in the same period of fiscal 2014.  Gross margin for the two quarters ended February 28, 2015 decreased to 65.0 percent of sales compared with 68.3 percent in the first half of fiscal 2014.  Gross profit for the two quarters ended February 28, 2015 was adversely impacted by the effects of foreign exchange on translated sales and cost of sales, $0.9 million of increased capitalized curriculum amortization costs, primarily resulting from fiscal 2014 costs to re-create The 7 Habits of Highly Effective People Signature Program; the mix of offerings sold, including increased on-site programs and decreased facilitator revenue; and underutilization of delivery consultants and newly hired coaches in certain locations and practices.

The Company’s SG&A expenses for the two quarters ended February 28, 2015 increased $2.1 million compared with the first half of fiscal 2014.  The increase in SG&A expenses over the prior year was primarily due to i) a $1.9 million increase related to the addition of new sales personnel, increased commissions on higher sales, and increased marketing and promotional activities; ii) $0.8 million of foreign exchange losses as the U.S. dollar has strengthened during the fiscal year; and iii) $0.3 million of increased research and development expenses.  The impact of these increased expenses was partially offset by a $1.2 million decrease in non-cash share-based compensation expense.  Depreciation expense increased by $0.4 million compared with the first two quarters of fiscal 2014 primarily due to the addition of fixed assets, which consisted primarily of computer hardware, leasehold improvements, and software during fiscal 2014 and the first half of fiscal 2015.

Adjusted EBITDA was $9.7 million, compared with $12.6 million in the first two quarters of fiscal 2014.  Adjusted EBITDA margin decreased to 10.3 percent compared with 14.1 percent in the prior year.  Net income for the two quarters ended February 28, 2015 decreased to $2.3 million, or $0.13 per diluted share, compared with $3.7 million, or $0.22 per diluted share.

Net working capital totaled $55.7 million at February 28, 2015 compared with $50.1 million on August 31, 2014.  The Company’s cash flows from operating activities improved to $12.2 million for the two quarters ended February 28, 2015 compared with $8.3 million for the two quarters ended March 1, 2014.

Expanded Common Stock Buyback Authorization

On January 23, 2015, the Board of Directors approved a new plan to repurchase up to $10.0 million of the Company’s outstanding common stock.  All previously existing common stock repurchase plans were canceled and the new common share repurchase plan does not have an expiration date.  The Company has acquired 88,959 shares of its common stock for $1.6 million through February 28, 2015 under the terms of this buyback plan.

On March 27, 2015, the Company’s Board of Directors increased the aggregate value of shares of Company common stock that may be purchased under the January 2015 plan to $40.0 million so long as the Company has either $10.0 million in cash and cash equivalents or has access to debt financing of at least $10.0 million.

 
 

 
 
 
Increased Capacity on Line of Credit Facility

On March 31, 2015, the Company entered into the Fourth Modification Agreement to its previously existing amended and restated secured credit agreement (the Restated Credit Agreement).  The primary purposes of the Fourth Modification Agreement are to (i) increase the maximum principal amount of the line of credit from $10.0 million to $30.0 million; (ii) extend the maturity date of the Restated Credit Agreement from March 31, 2016 to March 31, 2018; (iii) reduce the applicable interest rate from LIBOR plus 2.50 percent to LIBOR plus 1.85 percent per annum; (iv) reduce the unused commitment fee from 0.33 percent to 0.25 percent per annum; and (v) increase the cap for permitted business acquisitions from $5.0 million to $10.0 million.  The Fourth Modification Agreement preserves the existing financial covenants at February 28, 2015 and adds a new asset coverage ratio whereby the Company may not permit the aggregate amounts of consolidated accounts receivable to be less than 150 percent of the outstanding balance of the line of credit.  The proceeds from the Restated Credit Agreement may continue to be used for general corporate purposes.

Earnings Conference Call

On Wednesday, April 1, 2015, at 5:00 p.m. Eastern time (3:00 p.m. Mountain time) Franklin Covey will host a conference call to review its financial results for the fiscal quarter ended February 28, 2015.  Interested persons may participate by dialing 877-261-8992 (International participants may dial 847-619-6548), access code: 39262840.  Alternatively, a webcast will be accessible at the following Web site: http://edge.media-server.com/m/p/gtimhmpg/lan/en.  A replay will be available from April 1 (7:30 pm ET) through April 9, 2015 by dialing 888-843-7419 (International participants may dial 630-652-3042), access code: 39262840#.  The webcast will remain accessible through April 9, 2015 on the Investor Relations area of the Company’s Web site at: http://investor.franklincovey.com/phoenix.zhtml?c=102601&p=irol-IRHome.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including those statements related to the Company’s future results and profitability; expected Adjusted EBITDA in fiscal 2015; anticipated future sales; and goals relating to the growth of the Company.  Forward-looking statements are based upon management’s current expectations and are subject to various risks and uncertainties including, but not limited to: general economic conditions; the expected number of booked days to be delivered; market acceptance of new products or services and marketing strategies; the ability to achieve sustainable growth in future periods; and other factors identified and discussed in the Company’s most recent Annual Report on Form 10-K and other periodic reports filed with the Securities and Exchange Commission.  Many of these conditions are beyond the Company’s control or influence, any one of which may cause future results to differ materially from the Company’s current expectations, and there can be no assurance that the Company’s actual future performance will meet management’s expectations.  These forward-looking statements are based on management’s current expectations and the Company undertakes no obligation to update or revise these forward-looking statements to reflect events or circumstances subsequent to this press release.

Non-GAAP Financial Information

Refer to the attached table for the reconciliation of a non-GAAP financial measure, “Adjusted EBITDA,” to consolidated net income, the most comparable GAAP financial measure.  The Company defines Adjusted EBITDA as net income or loss from operations excluding the impact of interest expense, income tax expense, amortization, depreciation, share-based compensation expense, and certain other items such as adjustments to the fair value of expected earn out liabilities resulting from the acquisition of businesses.  The Company references this non-GAAP financial measure in its decision making because it provides supplemental information that facilitates consistent internal comparisons to the historical operating performance of prior periods and the Company believes it provides investors with greater transparency to evaluate operational activities and financial results.  The Company does not provide forward-looking GAAP measures or a reconciliation of the forward-looking Adjusted EBITDA to GAAP measures because of its inability to project certain of the costs included in the calculation of Adjusted EBITDA.

 
 

 

 
About Franklin Covey Co.

Franklin Covey Co. (NYSE: FC) is a global, public company specializing in performance improvement.  We help organizations and individuals achieve results that require a change in human behavior.  Our expertise is in seven areas: leadership, execution, productivity, trust, sales performance, customer loyalty and education. Franklin Covey clients have included 90 percent of the Fortune 100, more than 75 percent of the Fortune 500, thousands of small and mid-sized businesses, as well as numerous government entities and educational institutions. Franklin Covey has more than 100 offices providing professional services in over 150 countries and territories.
 

 
Investor Contact:
Franklin Covey
Steve Young
801-817-1776
investor.relations@franklincovey.com       
 
Media Contact:
Franklin Covey
Debra Lund
801-817-6440
Debra.Lund@franklincovey.com
 




 
 

 

FRANKLIN COVEY CO.
Condensed Consolidated Income Statements
(in thousands, except per-share amounts, and unaudited)
                         
                         
   
Quarter Ended
   
Two Quarters Ended
 
   
February 28,
   
March 1,
   
February 28,
   
March 1,
 
   
2015
   
2014
   
2015
   
2014
 
                         
Net sales
  $ 46,316     $ 46,506     $ 94,190     $ 89,924  
                                 
Cost of sales
    16,301       15,095       32,971       28,483  
Gross profit
    30,015       31,411       61,219       61,441  
                                 
Selling, general, and administrative
    26,841       25,707       52,540       50,458  
Depreciation
    1,040       816       2,004       1,601  
Amortization
    953       989       1,906       1,978  
Income from operations
    1,181       3,899       4,769       7,404  
                                 
Interest expense, net
    (428 )     (450 )     (856 )     (867 )
Discount on related party receivable
    -       (142 )     (131 )     (283 )
Income before income taxes
    753       3,307       3,782       6,254  
                                 
Income tax provision
    (326 )     (1,336 )     (1,527 )     (2,564 )
Net income
  $ 427     $ 1,971     $ 2,255     $ 3,690  
                                 
Net income per common share:
                               
   Basic
  $ 0.03     $ 0.12     $ 0.13     $ 0.22  
   Diluted
    0.02       0.12       0.13       0.22  
                                 
Weighted average common shares:
                               
   Basic
    16,908       16,717       16,889       16,640  
   Diluted
    17,086       16,926       17,089       16,892  
                                 
Other data:
                               
   Adjusted EBITDA(1)
  $ 3,847     $ 6,620     $ 9,726     $ 12,640  
                                 
(1) The term Adjusted EBITDA (earnings before interest, income taxes, depreciation, amortization, share-based
  compensation, and certain other items) is a non-GAAP financial measure that the Company believes is useful
  to investors in evaluating its results. For a reconciliation of this non-GAAP measure to the most comparable
  GAAP equivalent, refer to the Reconciliation of Net Income to Adjusted EBITDA as shown below.          



 
 

 

FRANKLIN COVEY CO.
Reconciliation of Net Income to Adjusted EBITDA
(in thousands and unaudited)
                         
   
Quarter Ended
   
Two Quarters Ended
 
   
February 28,
   
March 1,
   
February 28,
   
March 1,
 
   
2015
   
2014
   
2015
   
2014
 
Reconciliation of net income to Adjusted EBITDA:
                       
Net income
  $ 427     $ 1,971     $ 2,255     $ 3,690  
Adjustments:
                               
Interest expense, net
    428       450       856       867  
Discount on related party receivable
    -       142       131       283  
Income tax provision
    326       1,336       1,527       2,564  
Amortization
    953       989       1,906       1,978  
Depreciation
    1,040       816       2,004       1,601  
Share-based compensation
    608       983       1,010       2,244  
Reduction of contingent earnout liability
    -       (67 )     (28 )     (587 )
Other expense
    65       -       65       -  
                                 
   Adjusted EBITDA
  $ 3,847     $ 6,620     $ 9,726     $ 12,640  
                                 
   Adjusted EBITDA margin
    8.3 %     14.2 %     10.3 %     14.1 %

 


 
FRANKLIN COVEY CO.
Additional Sales and Financial Information
(in thousands and unaudited)
                         
   
Quarter Ended
   
Two Quarters Ended
 
   
February 28,
   
March 1,
   
February 28,
   
March 1,
 
   
2015
   
2014
   
2015
   
2014
 
Sales Detail by Region/Type:
                       
   U.S./Canada direct
  $ 22,678     $ 24,158     $ 45,831     $ 45,066  
   International direct
    6,588       6,973       13,504       13,198  
   Licensees
    4,279       3,899       8,818       8,273  
   National account practices
    10,269       8,394       20,210       17,248  
   Self-funded marketing
    1,186       1,317       2,765       2,795  
   Other
    1,316       1,765       3,062       3,344  
                                 
Total
  $ 46,316     $ 46,506     $ 94,190     $ 89,924  
                                 
Sales Detail by Category:
                               
   Training and consulting services
  $ 43,545     $ 43,683     $ 89,018     $ 85,018  
   Products
    1,822       1,747       3,136       3,073  
   Leasing
    949       1,076       2,036       1,833  
                                 
      46,316       46,506       94,190       89,924  
Cost of Goods Sold by Category:
                               
   Training and consulting services
    14,934       14,035       30,355       26,449  
   Products
    896       576       1,533       1,083  
   Leasing
    471       484       1,083       951  
      16,301       15,095       32,971       28,483  
Gross Profit
  $ 30,015     $ 31,411     $ 61,219     $ 61,441  



 
 

 

FRANKLIN COVEY CO.
Condensed Consolidated Balance Sheets
(in thousands and unaudited)
             
   
February 28,
   
August 31,
 
   
2015
   
2014
 
Assets
           
Current assets:
           
Cash
  $ 18,599     $ 10,483  
Accounts receivable, less allowance for
               
   doubtful accounts of $1,010 and $918
    47,987       61,490  
Receivable from related party
    1,151       1,851  
Inventories
    5,610       6,367  
Income taxes receivable
    783       2,432  
Deferred income taxes
    4,249       4,340  
Prepaid expenses and other current assets
    5,759       6,053  
   Total current assets
    84,138       93,016  
                 
Property and equipment, net
    16,198       17,271  
Intangible assets, net
    55,265       57,177  
Goodwill
    19,903       19,641  
Long-term receivable from related party
    2,747       3,296  
Other assets
    13,204       14,785  
    $ 191,455     $ 205,186  
                 
Liabilities and Shareholders' Equity
               
Current liabilities:
               
Current portion of financing obligation
  $ 1,384     $ 1,298  
Accounts payable
    7,573       12,001  
Accrued liabilities
    19,525       29,586  
   Total current liabilities
    28,482       42,885  
                 
                 
Financing obligation, less current portion
    25,361       26,078  
Other liabilities
    3,965       3,934  
Deferred income tax liabilities
    5,984       5,575  
   Total liabilities
    63,792       78,472  
                 
Shareholders' equity:
               
Common stock
    1,353       1,353  
Additional paid-in capital
    207,050       207,148  
Retained earnings
    60,751       58,496  
Accumulated other comprehensive income
    711       1,451  
Treasury stock at cost, 10,267 and 10,266 shares
    (142,202 )     (141,734 )
   Total shareholders' equity
    127,663       126,714  
    $ 191,455     $ 205,186