form8k_11092016.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):
November 9, 2016

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 November 9, 2016, Franklin Covey Co. (the Company) announced its financial results for the fourth quarter and fiscal year ended August 31, 2016.  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 October 26, 2016, the Company announced that it would host a discussion for shareholders and the financial community to review its financial results for the quarter and fiscal year ended August 31, 2016.  The discussion is scheduled to be held on Wednesday, November 9, 2016 at 5:00 p.m. Eastern daylight time (3:00 p.m. Mountain daylight time).
 
Interested persons can participate by dialing 888-771-4371 (International participants may dial 847-585-4405), access code: 43679289.  Alternatively, a webcast will be accessible at the following Web site: http://www.edge.media-server.com/m/p/tdqgu2tr.

A replay will be available from November 9 (7:30 pm ET) through November 16, 2016 by dialing 888-843-7419 (International participants may dial 630-652-3042), access code: 43679289#.  The webcast will remain accessible through November 16, 2016 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 November 9, 2016




 
 

 


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:
November 9, 2016
 
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 2016 FOURTH QUARTER AND
FISCAL YEAR FINANCIAL RESULTS

Invoiced “All Access Pass” (AAP) Intellectual Property Licenses and Related Products Increase to $13.7 Million in the Fourth Quarter, Compared with $6.0 Million in the Third Quarter, and $3.1 Million in the Second Quarter

Considering Strong Fourth Quarter Results, Cumulative Adjusted EBITDA, the Increase in Deferred Revenue, and adjusting for Foreign Exchange, the Company’s Adjusted EBITDA for Fiscal 2016 fell within the Original Guidance Range for the Year

Cash Flows from Operating Activities Increase 25% to a Record $32.7 Million for Fiscal 2016

Company Purchases Over 2.5 Million Shares in Fiscal 2016—Returning Over $43 Million to Shareholders

The Number of Client Partners Increases to 204 at August 31, 2016

Salt Lake City, Utah – November 9, 2016 – 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 fourth quarter and full fiscal year ended August 31, 2016.

Fiscal 2016 Fourth Quarter Financial Results

·
All Access Pass:  In late January 2016, the Company introduced the All Access Pass intellectual property license.  The AAP allows the Company’s clients to obtain a license to access and use a broad range of the Company’s intellectual property in their training and personnel development programs for a specified period—typically one year.  The Company invoices AAP clients at the inception of the contract and collects these receivables within normal terms.  During the fourth quarter of fiscal 2016, the Company invoiced $13.7 million of new AAP contracts and related products compared with $6.0 million in the third quarter of fiscal 2016.  Based on applicable accounting standards, the Company deferred $4.2 million of AAP amounts invoiced during the fourth quarter, which will be recognized over the remaining contractual periods of the arrangements.  Including the recognition of previously deferred AAP revenues, the Company recognized $9.5 million of AAP sales during the fourth quarter of fiscal 2016.  While the Company is currently optimistic about the future of the AAP and believes that it will provide additional revenues in future periods from new contracts and from recognition of amounts previously deferred, the transition to this business model has significantly impacted fiscal 2016 as the Company defers a portion of revenues that under previous contracts (such as for facilitator sales), were fully recognized as the transaction was completed.  Accordingly, sales performance during this transition period has been impacted by the deferral of a portion of AAP invoiced amounts.  The Company had $20.8 million of deferred revenue on its consolidated balance sheet at August 31, 2016 compared with $12.8 million at August 31, 2015.
·
Revenue:  Consolidated revenue for the fourth quarter was $64.8 million compared with $67.4 million in the fourth quarter of fiscal 2015.  However, the Company invoiced $73.1 million during the fourth quarter of fiscal 2016 compared with $70.7 million during the fourth quarter of

 
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fiscal 2015.  Education practice sales increased 15% over the fourth quarter of fiscal 2015 and international licensee revenues increased 7% compared with the prior year.  These increases were insufficient to offset the impact of AAP deferrals (as described above), and decreased sales from the Company’s United Kingdom office, Customer Loyalty practice, and government services office.
·
Gross profit:   Fourth quarter gross profit was $45.7 million, compared with $46.5 million in the fourth quarter of fiscal 2015, even excluding the $8.3 million increase in high gross margin deferred revenue during the fourth quarter.  Consolidated gross margin increased to 70.4% of sales compared with 69.0% in the fourth quarter of fiscal 2015, primarily due to a change in the mix of sales that featured more sales of intellectual property licenses, including the AAP, and less onsite presentations.
·
Operating Income:  The Company’s operating income increased to $13.6 million compared with $13.3 million in the fourth quarter of the prior year.  The improvement was due to a $0.3 million reduction in selling, general, and administrative expenses, decreased restructuring and impairment charges, a $0.3 million decrease in depreciation expense, and a $0.2 million decrease in amortization expense.
·
Net Income:  Net income for the quarter was consistent with the prior year at $7.7 million, reflecting the factors noted above.
·
Diluted EPS:  Diluted EPS for the fourth quarter of fiscal 2016 was $.55 per share compared with $.46 per share in the fourth quarter of fiscal 2015.  The improvement was due to the decreased number of shares outstanding during the fourth quarter of fiscal 2016 compared with the fourth quarter of fiscal 2015.
·
Adjusted EBITDA:  Fourth quarter Adjusted EBITDA was $16.2 million, compared with $17.3 million in the fourth quarter of fiscal 2015, excluding the $8.3 million increase in high gross margin deferred revenue during the fourth quarter.  Adjusted EBITDA margin was 25.0% compared with 25.6% in the fourth quarter of the prior year.
·
Balance Sheet and Cash Flows:  The Company’s cash totaled $10.5 million at August 31, 2016, with no borrowings on its $40.0 million line of credit facility, compared with $16.2 million of cash at the end of fiscal 2015.  Cash flows from operating activities for fiscal 2016 increased to $32.7 million compared with $26.2 million in fiscal 2015.
·
Common Shares Repurchased:  During the quarter ended August 31, 2016, the Company purchased 395,709 shares of its common stock for $6.1 million under the terms of the January 2015 share repurchase plan that was expanded to $40.0 million.  Since January 2015, the Company has purchased 1,291,347 shares of its common stock for $22.3 million under the terms of this purchase plan.  The Company also completed a tender offer in the second quarter of fiscal 2016, which purchased 1,971,832 shares of common stock for $35.2 million.

Bob Whitman, Chairman and Chief Executive Officer of Franklin Covey, commented, “Fiscal 2016 was a solid year of growth and progress in our business, including record operating cash flows and the return of over $43 million to our shareholders through purchases of stock.  The growth of the All Access Pass exceeded our expectations for the fourth quarter and for fiscal 2016.  We are pleased that reported Adjusted EBITDA, combined with the embedded Adjusted EBITDA within the increase in our deferred revenue, was within our original guidance for the fiscal year.  As we continue to expand the All Access Pass offering, we are confident that the lifetime value of our customers will increase and provide growth in future periods.”

Full Fiscal Year 2016 Financial Results

Consolidated revenue during fiscal 2016 was $200.1 million compared with $209.9 million in the prior year.  The decrease from fiscal 2015 was primarily due to the combined impact of the following factors: (1) the transition to the AAP business model and the corresponding deferral of a portion of AAP contract amounts as the Company’s deferred revenues increased $8.1 million compared with August 31, 2015; (2) the non-repeat during fiscal 2016 of $6.6 million in revenue ($3.9 million of operating income) from a federal government agency contract which was not opened for renewal in fiscal 2016; and (3) a $0.9 million reduction in revenue due to the year-over-year impact of changes in foreign exchange rates.  Partially offsetting these decreases, was a 22%, or $7.2 million, increase in Education practice revenues and a $0.5 million increase in international licensee revenue.

Gross profit for fiscal 2016 was $135.2 million, compared with $138.1 million in the prior year even excluding the $8.6 million increase in high gross margin deferred revenue.  The decrease in gross profit was primarily due to fiscal 2016 sales activity as described above.  Consolidated gross margin increased to 67.6 percent compared with 65.8 percent in fiscal 2015.  The improvement was primarily due to a change in the mix of sales, which produced increased intellectual property sales, including All Access Pass sales, and decreased onsite presentations.

 
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The Company’s operating expenses increased $2.7 million compared with fiscal 2015 primarily due to a $4.8 million increase in selling, general, and administrative expenses, which was partially offset by a $1.3 million decrease in impaired asset charges, a $0.5 million decrease in depreciation expense, and a $0.5 million decrease in intangible asset amortization expense.  The increase in selling, general, and administrative expenses was primarily related to the addition of new sales and sales support personnel; a $1.5 million increase in the contingent consideration liability from a previous business acquisition; and $0.6 million of increased non-cash stock-based compensation expense.  At August 31, 2016 the Company had 204 client partners compared with 180 at August 31, 2015.

Consolidated income from operations for fiscal 2016 reflected the factors noted above and was $13.8 million, compared with $19.5 million in the prior year.  Pre-tax income was $11.9 million for fiscal 2016 compared with $17.4 million in fiscal 2015.  The Company’s effective income tax rate was approximately 41 percent in fiscal 2016 compared with approximately 36 percent in fiscal 2015.  During fiscal 2015, the Company finalized the calculations relating to the amendment of previously filed U.S. federal income tax returns to realize foreign tax credits previously treated as expired under the tax positions taken in the original returns.  The income tax benefit recognized from these foreign tax credits totaled $0.6 million in fiscal 2015.  The Company’s consolidated income tax provision was $4.9 million in fiscal 2016 compared with $6.3 million in the prior year.  Net income for fiscal 2016 was $7.0 million, or $.47 per diluted share, compared with $11.1 million, or $.66 per diluted share, in fiscal 2015.

Adjusted EBITDA for fiscal 2016 was $26.9 million, excluding the $8.6 million increase in high gross margin deferred revenue, compared with $31.9 million and $2.5 million of deferred revenue in the prior year, and reflected the items noted above.  Adjusted EBITDA margin was 13.4 percent in fiscal 2016 compared with 15.2 percent in fiscal 2015.
 
China Sales Office Opening

On September 1, 2016, the Company opened three directly owned sales offices in China.  Prior to fiscal 2017, the Company’s offerings were sold in China through an independent licensee.  The Company was able to hire many of the previous licensee’s sales and administrative personnel in the transition from a licensee to a directly owned operation.  The Company believes that there are substantial opportunities for growth and expansion of its offerings in China.

Fiscal 2017 Outlook

Based upon the success of All Access Pass during fiscal 2016, the Company has decided to modify its business practices to make the AAP experience even better for its customers.  The Company expects that future changes may include adding content from thought leaders outside the Company, localizing content, including additional assessments and related tools, and developing supplementary webcasts for pass holders.  These future business practices may require a significantly larger portion of invoiced amounts to be deferred over the term of the underlying contracts and agreements.  Accordingly, the Company’s deferred revenue on its consolidated balance sheet is expected to grow significantly in fiscal 2017.  Once the Company is past the transition period, the Company believes there will be some advantages to this method of accounting for AAP arrangements, including better predictability of future results and less seasonality in the Company’s quarterly earnings.

To provide guidance for fiscal 2017, the Company considered both the expected amount of reported Adjusted EBITDA and the expected change in deferred revenue (less applicable costs) as recorded on the balance sheet.  For example, in fiscal 2016, the Company reported $26.9 million of Adjusted EBITDA and an increase in deferred revenue, less applicable costs of $7.5 million.  The sum of these two items is $34.4 million.  The Company cannot currently accurately predict the mix of recorded sales versus deferred sales in fiscal 2017, but the Company expects that the sum of reported Adjusted EBITDA and the increase in deferred revenue in fiscal 2017 will grow from $34.4 million to between $35 million and

 
3

 

 
$38 million, excluding the impact of foreign exchange rates.  The Company expects that the amount of reported Adjusted EBITDA in fiscal 2017 to decrease significantly, and the amount of deferred revenue on the balance sheet to increase significantly.  For instance, in fiscal 2016, the Company deferred $8.6 million of its invoiced amounts.  In fiscal 2017, on the same invoiced amounts, the Company may have to defer $21 million.  Additionally, the change in business practices could require the Company to defer all or a part of its facilitator sales.

Earnings Conference Call

As previously announced, on Wednesday, November 9, 2016, 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 quarter and full fiscal year ended August 31, 2016.  Interested persons may participate by dialing 888-771-4371 (International participants may dial 847-585-4405), access code: 43679289.  Alternatively, a webcast will be accessible at the following website: http://www.media-server.com/m/p/tdqgu2tr.  A replay will be available from November 9 (7:30 pm ET) through November 16, 2016 by dialing 888-843-7419 (International participants may dial 630-652-3042), access code: 43679289#.  The webcast will remain accessible through November 16, 2016 on the Investor Relations area of the Company’s website 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, among others, those statements related to the Company’s future results and profitability; expected Adjusted EBITDA in fiscal 2017; amounts of deferred revenue in fiscal 2017; expected sales of All Access Pass services; expected growth and sales opportunities in China; other 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; renewal of AAP contracts; 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 excluding the impact of interest expense, income tax expense, amortization, depreciation, share-based compensation expense, impaired asset charges, restructuring costs, adjustments to contingent earn out liabilities, and certain other items.  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 the inability to project certain of the costs included in the calculation of Adjusted EBITDA.

 
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About Franklin Covey Co.

Franklin Covey Co. (NYSE:FC) (www.franklincovey.com), is a global provider of training and consulting services in the areas of leadership, productivity, strategy execution, customer loyalty, trust, sales performance, government, education and individual effectiveness.  Over its history, Franklin Covey has worked with 90 percent of the Fortune 100, more than 75 percent of the Fortune 500, and thousands of small and mid-sized businesses, as well as numerous government entities and educational institutions.  Franklin Covey has more than 40 direct and licensee offices providing professional services in over 150 countries.

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


 
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FRANKLIN COVEY CO.
Condensed Consolidated Income Statements
(in thousands, except per-share amounts, and unaudited)
                         
                         
   
Quarter Ended
   
Fiscal Year Ended
 
   
August 31,
   
August 31,
   
August 31,
   
August 31,
 
   
2016
   
2015
   
2016
   
2015
 
                         
Net sales
  $ 64,831     $ 67,444     $ 200,055     $ 209,941  
                                 
Cost of sales
    19,164       20,897       64,901       71,852  
Gross profit
    45,667       46,547       135,154       138,089  
                                 
Selling, general, and administrative
    30,069       30,327       113,589       108,802  
Restructuring costs
    400       587       776       587  
Impairment of assets
    -       220       -       1,302  
Depreciation
    868       1,158       3,677       4,142  
Amortization
    721       909       3,263       3,727  
Income from operations
    13,609       13,346       13,849       19,529  
                                 
Interest expense, net
    (523 )     (470 )     (1,938 )     (1,754 )
Discount on related party receivable
    -       -       -       (363 )
Income before income taxes
    13,086       12,876       11,911       17,412  
                                 
Income tax provision
    (5,360 )     (5,207 )     (4,895 )     (6,296 )
Net income
  $ 7,726     $ 7,669     $ 7,016     $ 11,116  
                                 
Net income per common share:
                               
   Basic
  $ 0.55     $ 0.47     $ 0.47     $ 0.66  
   Diluted
    0.55       0.46       0.47       0.66  
                                 
Weighted average common shares:
                               
   Basic
    13,998       16,449       14,944       16,742  
   Diluted
    14,118       16,614       15,076       16,923  
                                 
Other data:
                               
   Adjusted EBITDA(1)
  $ 16,219     $ 17,268     $ 26,894     $ 31,858  
                                 
(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
   
Fiscal Year Ended
 
   
August 31,
   
August 31,
   
August 31,
   
August 31,
 
   
2016
   
2015
   
2016
   
2015
 
Reconciliation of net income to Adjusted EBITDA:
                   
Net income
  $ 7,726     $ 7,669     $ 7,016     $ 11,116  
Adjustments:
                               
Interest expense, net
    523       470       1,938       1,754  
Discount on related party receivable
    -       -       -       363  
Income tax provision
    5,360       5,207       4,895       6,296  
Amortization
    721       909       3,263       3,727  
Depreciation
    868       1,158       3,677       4,142  
Share-based compensation
    199       934       3,121       2,536  
Restructuring costs
    400       587       776       587  
Impairment of assets
    -       220       -       1,302  
Increase to contingent earnout liability
    82       114       1,538       35  
Other expense
    340       -       670       -  
                                 
   Adjusted EBITDA
  $ 16,219     $ 17,268     $ 26,894     $ 31,858  
                                 
   Adjusted EBITDA margin
    25.0 %     25.6 %     13.4 %     15.2 %




FRANKLIN COVEY CO.
Additional Sales and Financial Information
(in thousands and unaudited)
                         
   
Quarter Ended
   
Fiscal Year Ended
 
   
August 31,
   
August 31,
   
August 31,
   
August 31,
 
   
2016
   
2015
   
2016
   
2015
 
Sales Detail by Division:
                       
   Direct offices
  $ 31,494     $ 35,701     $ 103,613     $ 113,087  
   Strategic markets
    8,142       8,886       29,778       37,039  
   Education practice
    18,210       15,879       40,361       33,128  
   International licensees
    4,535       4,256       17,629       17,100  
   Corporate and other
    2,450       2,722       8,674       9,587  
                                 
Total
  $ 64,831     $ 67,444     $ 200,055     $ 209,941  
                                 
Sales Detail by Category:
                               
   Training and consulting services
  $ 61,915     $ 64,303     $ 189,661     $ 198,695  
   Products
    1,884       2,039       6,009       6,885  
   Leasing
    1,032       1,102       4,385       4,361  
                                 
      64,831       67,444       200,055       209,941  
Cost of Goods Sold by Category:
                               
   Training and consulting services
    17,375       19,303       59,158       66,370  
   Products
    1,125       995       3,206       3,306  
   Leasing
    664       599       2,537       2,176  
      19,164       20,897       64,901       71,852  
Gross Profit
  $ 45,667     $ 46,547     $ 135,154     $ 138,089  



 
 

 
 

FRANKLIN COVEY CO.
Condensed Consolidated Balance Sheets
(in thousands and unaudited)
             
   
August 31,
   
August 31,
 
   
2016
   
2015
 
Assets
           
Current assets:
           
Cash
  $ 10,456     $ 16,234  
Accounts receivable, less allowance for
               
   doubtful accounts of $1,579 and $1,333
    65,960       65,182  
Receivable from related party
    1,933       2,425  
Inventories
    5,042       3,949  
Deferred income taxes
    -       2,479  
Prepaid expenses and other current assets
    6,350       5,156  
   Total current assets
    89,741       95,425  
                 
Property and equipment, net
    16,083       15,499  
Intangible assets, net
    50,196       53,449  
Goodwill
    19,903       19,903  
Long-term receivable from related party
    1,235       1,562  
Other assets
    13,713       14,807  
    $ 190,871     $ 200,645  
                 
Liabilities and Shareholders' Equity
               
Current liabilities:
               
Current portion of financing obligation
  $ 1,662     $ 1,473  
Current portion of term note payable
    3,750       -  
Accounts payable
    10,376       8,306  
Income taxes payable
    4       221  
Deferred revenue
    20,847       12,752  
Accrued liabilities
    17,418       16,882  
   Total current liabilities
    54,057       39,634  
                 
Term note payable, less current portion
    10,313       -  
Financing obligation, less current portion
    22,943       24,605  
Other liabilities
    3,173       3,802  
Deferred income tax liabilities
    6,670       7,098  
   Total liabilities
    97,156       75,139  
                 
Shareholders' equity:
               
Common stock
    1,353       1,353  
Additional paid-in capital
    211,203       208,635  
Retained earnings
    76,628       69,612  
Accumulated other comprehensive income
    1,222       192  
Treasury stock at cost, 13,332 and 10,909 shares
    (196,691 )     (154,286 )
   Total shareholders' equity
    93,715       125,506  
    $ 190,871     $ 200,645