Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
May 31, 2020 | Jun. 30, 2020 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | May 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 1-11107 | |
Entity Registrant Name | FRANKLIN COVEY CO | |
Entity Incorporation, State or Country Code | UT | |
Entity Tax Identification Number | 87-0401551 | |
Entity Address, Address Line One | 2200 West Parkway Boulevard | |
Entity Address, City or Town | Salt Lake City | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84119-2099 | |
City Area Code | 801 | |
Local Phone Number | 817-1776 | |
Title of 12(b) Security | Common Stock, $.05 Par Value | |
Trading Symbol | fc | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 13,877,984 | |
Amendment Flag | false | |
Entity Central Index Key | 0000886206 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Current Fiscal Year End Date | --08-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | May 31, 2020 | Aug. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 37,006 | $ 27,699 |
Accounts receivable, less allowance for doubtful accounts of $3,873 and $4,242 | 38,612 | 73,227 |
Inventories | 3,106 | 3,481 |
Prepaid expenses and other current assets | 13,295 | 14,933 |
Total current assets | 92,019 | 119,340 |
Property and equipment, net | 16,894 | 18,579 |
Intangible assets, net | 44,189 | 47,690 |
Goodwill | 24,220 | 24,220 |
Deferred income tax assets | 1,388 | 5,045 |
Other long-term assets | 14,894 | 10,039 |
Total assets | 193,604 | 224,913 |
Current liabilities: | ||
Current portion of term notes payable | 5,000 | 5,000 |
Current portion of financing obligation | 2,532 | 2,335 |
Accounts payable | 3,922 | 9,668 |
Deferred subscription revenue | 42,794 | 56,250 |
Other deferred revenue | 7,915 | 5,972 |
Accrued liabilities | 18,212 | 24,319 |
Total current liabilities | 80,375 | 103,544 |
Line of credit | 14,870 | |
Term notes payable, less current portion | 16,250 | 15,000 |
Financing obligation, less current portion | 14,726 | 16,648 |
Other liabilities | 6,061 | 7,527 |
Deferred income tax liabilities | 4,274 | 180 |
Total liabilities | 136,556 | 142,899 |
Shareholders' equity: | ||
Common stock, $.05 par value; 40,000 shares authorized, 27,056 shares issued | 1,353 | 1,353 |
Additional paid-in capital | 211,067 | 215,964 |
Retained earnings | 48,988 | 59,403 |
Accumulated other comprehensive income | 231 | 269 |
Treasury stock at cost, 13,198 shares and 13,087 shares | (204,591) | (194,975) |
Total shareholders' equity | 57,048 | 82,014 |
Total liabilities and shareholders' equity | $ 193,604 | $ 224,913 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | May 31, 2020 | Aug. 31, 2019 |
Condensed Consolidated Balance Sheets [Abstract] | ||
Allowance for doubtful accounts | $ 3,873 | $ 4,242 |
Common stock, par value | $ 0.05 | $ 0.05 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 27,056,000 | 27,056,000 |
Treasury stock, shares | 13,198,000 | 13,087,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations And Statements Of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2020 | May 31, 2019 | May 31, 2020 | May 31, 2019 | |
Condensed Consolidated Statements Of Operations And Statements Of Comprehensive Loss [Abstract] | ||||
Net sales | $ 37,105 | $ 56,006 | $ 149,463 | $ 160,191 |
Cost of sales | 10,284 | 16,342 | 41,946 | 48,379 |
Gross profit | 26,821 | 39,664 | 107,517 | 111,812 |
Selling, general, and administrative | 29,254 | 37,662 | 101,231 | 106,242 |
Stock-based compensation | (5,104) | 1,051 | (1,460) | 3,040 |
Depreciation | 1,652 | 1,556 | 4,925 | 4,806 |
Amortization | 1,164 | 1,259 | 3,504 | 3,797 |
Loss from operations | (145) | (1,864) | (683) | (6,073) |
Interest income | 18 | 8 | 36 | 30 |
Interest expense | (621) | (562) | (1,783) | (1,817) |
Discount accretion on related party receivable | 258 | |||
Loss before income taxes | (748) | (2,418) | (2,430) | (7,602) |
Income tax benefit (provision) | (10,220) | 394 | (7,985) | 704 |
Net loss | $ (10,968) | $ (2,024) | $ (10,415) | $ (6,898) |
Net loss per share: | ||||
Basic and diluted | $ (0.79) | $ (0.14) | $ (0.75) | $ (0.49) |
Weighted average number of common shares: | ||||
Basic and diluted | 13,869 | 13,963 | 13,897 | 13,939 |
COMPREHENSIVE LOSS | ||||
Net loss | $ (10,968) | $ (2,024) | $ (10,415) | $ (6,898) |
Foreign currency translation adjustments, net of income tax benefit of $0, $8, $0, and $8 | (91) | (144) | (38) | (15) |
Comprehensive loss | $ (11,059) | $ (2,168) | $ (10,453) | $ (6,913) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Operations And Statements Of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2020 | May 31, 2019 | May 31, 2020 | May 31, 2019 | |
Condensed Consolidated Statements Of Operations And Statements Of Comprehensive Loss [Abstract] | ||||
Foreign currency translation adjustments, tax | $ 0 | $ 8 | $ 0 | $ 8 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
May 31, 2020 | May 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (10,415) | $ (6,898) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 8,429 | 8,619 |
Amortization of capitalized curriculum costs | 3,042 | 3,951 |
Stock-based compensation | (1,460) | 3,040 |
Deferred income taxes | 7,678 | (2,207) |
Change in fair value of contingent consideration liabilities | (367) | 1,145 |
Loss on disposal of assets | 39 | |
Changes in assets and liabilities, net of effect of acquired business: | ||
Decrease in accounts receivable, net | 34,692 | 19,461 |
Decrease in inventories | 377 | 158 |
Decrease in prepaid expenses and other assets | 1,784 | 2,585 |
Decrease in accounts payable and accrued liabilities | (11,057) | (2,792) |
Decrease in deferred revenue | (12,612) | (8,384) |
Increase (decrease) in income taxes payable/receivable | (1,415) | 358 |
Decrease in other long-term liabilities | (6) | (412) |
Net cash provided by operating activities | 18,709 | 18,624 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (3,336) | (2,996) |
Curriculum development costs | (3,436) | (1,821) |
Purchase of note receivable from bank (Note 12) | (2,600) | |
Acquisition of business, net of cash acquired | (32) | |
Net cash used for investing activities | (9,372) | (4,849) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from line of credit borrowings | 14,870 | 66,451 |
Payments on line of credit borrowings | (73,665) | |
Proceeds from term notes payable | 5,000 | |
Principal payments on term notes payable | (3,750) | (4,688) |
Principal payments on financing obligation | (1,725) | (1,544) |
Purchases of common stock for treasury | (13,833) | (12) |
Payment of contingent consideration liabilities | (1,167) | (483) |
Proceeds from sales of common stock held in treasury | 780 | 694 |
Net cash provided by (used for) financing activities | 175 | (13,247) |
Effect of foreign currency exchange rates on cash and cash equivalents | (205) | 177 |
Net increase in cash and cash equivalents | 9,307 | 705 |
Cash and cash equivalents at the beginning of the period | 27,699 | 10,153 |
Cash and cash equivalents at end of the period | 37,006 | 10,858 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 1,713 | 1,247 |
Cash paid for interest | 1,751 | 1,855 |
Non-cash investing and financing activities: | ||
Purchases of property and equipment financed by accounts payable | 352 | 597 |
Use of notes receivable to modify revenue contract (Note 12) | $ 3,246 | |
Consideration for business acquisition from liabilities of acquiree | $ 798 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements Of Changes In Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income [Member] | Treasury Stock [Member] | Total |
Beginning balance, shares at Aug. 31, 2018 | 27,056 | |||||
Beginning balance at Aug. 31, 2018 | $ 1,353 | $ 211,280 | $ 63,569 | $ 341 | ||
Beginning balance, shares, Treasury at Aug. 31, 2018 | (13,159) | |||||
Beginning balance, Treasury at Aug. 31, 2018 | $ (196,043) | |||||
Issuance of common stock from treasury, shares | 11 | |||||
Issuance of common stock from treasury | 64 | $ 166 | ||||
Purchase of treasury shares | $ (7) | |||||
Stock-based compensation | 946 | |||||
Cumulative translation adjustments | (309) | |||||
Net (loss) income | (1,357) | |||||
Ending balance, shares at Nov. 30, 2018 | 27,056 | |||||
Ending balance at Nov. 30, 2018 | $ 1,353 | 212,290 | 59,069 | 32 | ||
Ending balance, shares, Treasury at Nov. 30, 2018 | (13,148) | |||||
Ending balance, Treasury at Nov. 30, 2018 | $ (195,884) | |||||
Beginning balance, shares at Aug. 31, 2018 | 27,056 | |||||
Beginning balance at Aug. 31, 2018 | $ 1,353 | 211,280 | 63,569 | 341 | ||
Beginning balance, shares, Treasury at Aug. 31, 2018 | (13,159) | |||||
Beginning balance, Treasury at Aug. 31, 2018 | $ (196,043) | |||||
Cumulative translation adjustments | $ (15) | |||||
Net (loss) income | (6,898) | |||||
Ending balance, shares at May. 31, 2019 | 27,056 | |||||
Ending balance at May. 31, 2019 | $ 1,353 | 214,092 | 53,528 | 326 | ||
Ending balance, shares, Treasury at May. 31, 2019 | (13,097) | |||||
Ending balance, Treasury at May. 31, 2019 | $ (195,133) | |||||
Cumulative effect of accounting change | (3,143) | |||||
Beginning balance, shares at Nov. 30, 2018 | 27,056 | |||||
Beginning balance at Nov. 30, 2018 | $ 1,353 | 212,290 | 59,069 | 32 | ||
Beginning balance, shares, Treasury at Nov. 30, 2018 | (13,148) | |||||
Beginning balance, Treasury at Nov. 30, 2018 | $ (195,884) | |||||
Issuance of common stock from treasury, shares | 11 | |||||
Issuance of common stock from treasury | 53 | $ 162 | ||||
Purchase of treasury shares | $ (5) | |||||
Stock-based compensation | 1,043 | |||||
Restricted stock award, shares | 28 | |||||
Restricted stock award | (426) | $ 426 | ||||
Cumulative translation adjustments | 438 | |||||
Net (loss) income | (3,517) | |||||
Ending balance, shares at Feb. 28, 2019 | 27,056 | |||||
Ending balance at Feb. 28, 2019 | $ 1,353 | 212,960 | 55,552 | 470 | ||
Ending balance, shares, Treasury at Feb. 28, 2019 | (13,109) | |||||
Ending balance, Treasury at Feb. 28, 2019 | $ (195,301) | |||||
Issuance of common stock from treasury, shares | 12 | |||||
Issuance of common stock from treasury | 81 | $ 168 | ||||
Stock-based compensation | 1,051 | |||||
Cumulative translation adjustments | (144) | (144) | ||||
Net (loss) income | (2,024) | (2,024) | ||||
Ending balance, shares at May. 31, 2019 | 27,056 | |||||
Ending balance at May. 31, 2019 | $ 1,353 | 214,092 | 53,528 | 326 | ||
Ending balance, shares, Treasury at May. 31, 2019 | (13,097) | |||||
Ending balance, Treasury at May. 31, 2019 | $ (195,133) | |||||
Beginning balance, shares at Aug. 31, 2019 | 27,056 | |||||
Beginning balance at Aug. 31, 2019 | $ 1,353 | 215,964 | 59,403 | 269 | 82,014 | |
Beginning balance, shares, Treasury at Aug. 31, 2019 | (13,087) | |||||
Beginning balance, Treasury at Aug. 31, 2019 | $ (194,975) | |||||
Issuance of common stock from treasury, shares | 9 | |||||
Issuance of common stock from treasury | 131 | $ 123 | ||||
Purchase of treasury shares | $ (3) | |||||
Stock-based compensation | 1,851 | |||||
Cumulative translation adjustments | (37) | |||||
Net (loss) income | (544) | |||||
Ending balance, shares at Nov. 30, 2019 | 27,056 | |||||
Ending balance at Nov. 30, 2019 | $ 1,353 | 217,946 | 58,859 | 232 | ||
Ending balance, shares, Treasury at Nov. 30, 2019 | (13,078) | |||||
Ending balance, Treasury at Nov. 30, 2019 | $ (194,855) | |||||
Beginning balance, shares at Aug. 31, 2019 | 27,056 | |||||
Beginning balance at Aug. 31, 2019 | $ 1,353 | 215,964 | 59,403 | 269 | 82,014 | |
Beginning balance, shares, Treasury at Aug. 31, 2019 | (13,087) | |||||
Beginning balance, Treasury at Aug. 31, 2019 | $ (194,975) | |||||
Cumulative translation adjustments | (38) | |||||
Net (loss) income | (10,415) | |||||
Ending balance, shares at May. 31, 2020 | 27,056 | |||||
Ending balance at May. 31, 2020 | $ 1,353 | 211,067 | 48,988 | 231 | 57,048 | |
Ending balance, shares, Treasury at May. 31, 2020 | (13,198) | |||||
Ending balance, Treasury at May. 31, 2020 | $ (204,591) | |||||
Beginning balance, shares at Nov. 30, 2019 | 27,056 | |||||
Beginning balance at Nov. 30, 2019 | $ 1,353 | 217,946 | 58,859 | 232 | ||
Beginning balance, shares, Treasury at Nov. 30, 2019 | (13,078) | |||||
Beginning balance, Treasury at Nov. 30, 2019 | $ (194,855) | |||||
Issuance of common stock from treasury, shares | 241 | |||||
Issuance of common stock from treasury | (3,361) | $ 3,591 | ||||
Purchase of treasury shares, shares | (393) | |||||
Purchase of treasury shares | $ (13,830) | |||||
Stock-based compensation | 1,793 | |||||
Restricted stock award, shares | 21 | |||||
Restricted stock award | (333) | $ 333 | ||||
Cumulative translation adjustments | 90 | |||||
Net (loss) income | 1,097 | |||||
Ending balance, shares at Feb. 29, 2020 | 27,056 | |||||
Ending balance at Feb. 29, 2020 | $ 1,353 | 216,045 | 59,956 | 322 | ||
Ending balance, shares, Treasury at Feb. 29, 2020 | (13,209) | |||||
Ending balance, Treasury at Feb. 29, 2020 | $ (204,761) | |||||
Issuance of common stock from treasury, shares | 11 | |||||
Issuance of common stock from treasury | 126 | $ 170 | ||||
Stock-based compensation | (5,104) | |||||
Cumulative translation adjustments | (91) | (91) | ||||
Net (loss) income | (10,968) | (10,968) | ||||
Ending balance, shares at May. 31, 2020 | 27,056 | |||||
Ending balance at May. 31, 2020 | $ 1,353 | $ 211,067 | $ 48,988 | $ 231 | $ 57,048 | |
Ending balance, shares, Treasury at May. 31, 2020 | (13,198) | |||||
Ending balance, Treasury at May. 31, 2020 | $ (204,591) |
Basis Of Presentation
Basis Of Presentation | 9 Months Ended |
May 31, 2020 | |
Basis Of Presentation [Abstract] | |
Basis Of Presentation | NOTE 1 – BASIS OF PRESENTATION General Franklin Covey Co. (hereafter referred to as us, we, our, or the Company) is a global company focused on organizational performance improvement. Our mission is to “enable greatness in people and organizations everywhere,” and our global structure is designed to help individuals and organizations achieve sustained superior performance through changes in human behavior. We are fundamentally a content and solutions company, and we believe that our offerings and services create the connection between capabilities and results. Our expertise extends to seven crucial areas: Leadership, Execution, Productivity, Trust, Educational Improvement, Sales Performance, and Customer Loyalty. 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. · World Class Content – Our content is principle-centered and based on natural laws of human behavior and effectiveness. When our content is applied consistently in an organization, we believe the culture of that organization will change to enable the organization to achieve their own great purposes. Our content is designed to build new skillsets, establish new mindsets, and provide enabling toolsets to our clients. · Breadth and Scalability of Delivery Options – We have a wide range of content delivery options, including: subscription offerings, which includes the All Access Pass (available in multiple languages), the Leader in Me membership, and other subscription offerings; intellectual property licenses; on-line learning; on-site training; training led through certified facilitators; and organization-wide transformational processes, including consulting and coaching services. Over the past few years we have significantly increased our ability to deliver content electronically to workers who may be engaged in remote locations. · Global Capability – We have sales professionals in the United States and Canada who serve clients in the private sector and in governmental organizations; wholly-owned subsidiaries in Australia, China, Japan, the United Kingdom, Germany, Switzerland, and Austria; and we contract with licensee partners who deliver our content and provide related services in over 140 other countries and territories around the world. We are committed to, 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 , The Leader in Me , and The 4 Disciplines of Execution , and proprietary content in the areas of Execution, Sales Performance, Productivity, Educational Improvement, and Customer Loyalty. Our offerings are described in further detail at www.franklincovey.com . The information posted on our website is not incorporated into this report. The accompanying unaudited condensed consolidated financial statements reflect, in the opinion of management, all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position and results of operations of the Company as of the dates and for the periods indicated. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to Securities and Exchange Commission (SEC) rules and regulations. The information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in our annual report on Form 10-K for the fiscal year ended August 31, 2019. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Our fiscal year ends on August 31 of each year and our fiscal quarters end on the last day of November, February, and May of each year. The results of operations for the quarter ended May 31, 2020 are not necessarily indicative of results expected for the entire fiscal year ending August 31, 2020, or for any future periods. Reclassifications Certain reclassifications have been made to our prior period financial statements to conform with the current period presentation. On our fiscal 2020 condensed consolidated statements of operations, we have presented stock-based compensation separately to show the magnitude of the reversal of stock-based compensation during the third quarter of fiscal 2020 due to the impact of the COVID-19 pandemic and have reclassified the prior period amounts for comparability. Stock-based compensation was previously included as a component of selling, general, and administrative expense. Note on the COVID-19 Pandemic With the rapid spread of COVID-19 around the world and the continuously evolving responses to the pandemic, we have witnessed the significant and growing negative impact of COVID-19 on the global economic and operating environment. These negative impacts significantly reduced our consolidated sales during the quarter ended May 31, 2020 as workplaces and schools were closed in response to the pandemic. In light of these events, we have taken measures to reduce our costs and to maintain adequate liquidity. However, due to the rapidly changing business and education environment, unprecedented market volatility, and other circumstances resulting from the COVID-19 pandemic, we are currently unable to fully determine the extent of COVID-19’s impact on our business in future periods. Our business in future periods will be heavily influenced by the timing, length, and intensity of the economic recoveries in the United States and in other countries around the world. We continue to monitor evolving economic and general business conditions and the actual and potential impacts on our financial position, results of operations, and cash flows. Various accounting guidance requires us to evaluate the recoverability of our long-lived assets, including goodwill and indefinite-lived intangible assets, whenever events or changes in circumstances may indicate that the carrying value of the assets are not recoverable or are less than their fair values. Due to the impact of the COVID-19 pandemic on our third quarter operating results and uncertainties associated with the recovery from the pandemic in future periods, we determined that it was appropriate to test our long-lived assets, including goodwill and indefinite-lived intangible assets, for impairment during the third quarter of fiscal 2020. No impairment charges were recorded during the third quarter of fiscal 2020 as a result of these tests. Accounting Pronouncements Issued and Adopted In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) , which supersedes FASB Accounting Standards Codification (ASC) Topic 840, Leases . The new guidance requires lessees to recognize a lease liability and corresponding right-of-use asset for all leases greater than 12 months. Recognition, measurement, and presentation of expenses depends upon whether the lease is classified as a finance or operating lease. We adopted the new lease guidance prospectively on September 1, 2019. As part of the adoption of ASU 2016-02, we elected to apply the package of practical expedients, which allows us to not reassess prior conclusions related to lease classification, not to recognize short-term leases on our balance sheet, and not to separate lease and non-lease components for our leases. On September 1, 2019, the adoption of ASU 2016-02 resulted in the recognition of $1.5 million of lease liabilities and right-of-use assets on our condensed consolidated balance sheets for operating leases. For lessors, accounting for leases is substantially the same as in prior periods and there was no impact from the adoption of ASU 2016-02 for those leases where we are the lessor. Refer to Note 5, Leases for further information regarding our leasing activity. The lease for our corporate campus has historically been accounted for as a financing obligation and related building asset on our consolidated balance sheets, as the contract did not meet the criteria for application of sale-leaseback accounting under previous leasing guidance. In transition to Topic 842, we reassessed whether the contract met the sale criteria u nder the new leasing standard. Based on this assessment, we determined that the sale criteria under the new leasing standard was not met and we will continue to account for the corporate campus lease as a finance obligation on our consolidated balance sheet in future periods. Accounting Pronouncements Issued Not Yet Adopted Credit Losses on Financial Instruments In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This accounting standard changes the methodology for measuring credit losses on financial instruments, including trade accounts receivable, and the timing of when such losses are recorded. ASU No. 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2018. We expect to adopt the provisions of ASU No. 2016-13 on September 1, 2020 and are currently evaluating the impact of this guidance on our financial position, results of operations, and disclosures. Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15). This guidance clarifies the accounting for implementation costs in a cloud computing arrangement that is a service contract and aligns the requirements for capitalizing those costs with the capitalization requirements for costs incurred to develop or obtain internal-use software. The new standard is effective for interim and annual periods beginning after December 15, 2019, and early adoption is permitted. We are currently evaluating the effects, if any, the adoption of ASU 2018-15 may have on our financial position, results of operations, cash flows, or disclosures. |
Inventories
Inventories | 9 Months Ended |
May 31, 2020 | |
Inventories [Abstract] | |
Inventories | NOTE 2 – INVENTORIES Inventories are stated at the lower of cost or net realizable value, cost being determined using the first-in, first-out method, and were comprised of the following (in thousands): May 31, August 31, 2020 2019 Finished goods $ 3,086 $ 3,434 Raw materials 20 47 $ 3,106 $ 3,481 |
Term Notes Payable And Line Of
Term Notes Payable And Line Of Credit | 9 Months Ended |
May 31, 2020 | |
Term Notes Payable And Line Of Credit [Abstract] | |
Term Notes Payable And Line Of Credit | NOTE 3 – TERM NOTES PAYABLE AND LINE OF CREDIT Pursuant to the credit agreement we obtained in August 2019 (the 2019 Credit Agreement), we have the ability to borrow up to $25.0 million in term loans. At August 31, 2019, we had borrowed $20.0 million of the available term loan amount. During November 2019, we borrowed the remaining $5.0 million term loan available. The additional $5.0 million term loan has the same terms and conditions as the previous term loan and does not change the amount of our quarterly principal payments. However, the maturity date of the term loans is extended for one year to August 2024 as a result of the additional payments. At May 31, 2020, our future principal payments on the term loans are as follows (in thousands): YEAR ENDING AUGUST 31, Amount 2020 $ 1,250 2021 5,000 2022 5,000 2023 5,000 2024 5,000 $ 21,250 During the quarter ended May 31, 2020, we with drew $14.9 million (the available credit) on our revolving credit facility primarily to maximize our flexibility during this period of economic uncertainty. The line of credit is due and payable in August 2024 . |
Fair Value Of Financial Instrum
Fair Value Of Financial Instruments | 9 Months Ended |
May 31, 2020 | |
Fair Value Of Financial Instruments [Abstract] | |
Fair Value Of Financial Instruments | NOTE 4 – FAIR VALUE OF FINANCIAL INSTRUMENTS At May 31, 2020, the carrying value of our financial instruments approximated their fair values. The fair values of our contingent consideration liabilities from previous business acquisitions are considered “Level 3” measurements because we use various estimates in the valuation models to project the timing and amount of future contingent payments. The fair value of the contingent consideration liabilities from the acquisitions of Jhana Education (Jhana) and Robert Gregory Partners (RGP) changed as follows during the quarter and three quarters ended May 31, 2020 (in thousands): Jhana RGP Total Balance at August 31, 2019 $ 3,468 $ 1,761 $ 5,229 Change in fair value 98 (7) 91 Payments (282) (500) (782) Balance at November 30, 2019 3,284 1,254 4,538 Change in fair value 153 (335) (182) Payments (129) - (129) Balance at February 29, 2020 3,308 919 4,227 Change in fair value (102) (174) (276) Payments (256) - (256) Balance at May 31, 2020 $ 2,950 $ 745 $ 3,695 At each quarterly reporting date, we estimate the fair value of the contingent liabilities from both the Jhana and RGP acquisitions through the use of Monte Carlo simulations. Based on the timing of expected payments, $0.8 million of the Jhana and $0.5 million of the RGP contingent consideration liabilities were recorded as components of accrued liabilities on our condensed consolidated balance sheet at May 31, 2020. The remainder of our contingent consideration liabilities are classified as other long-term liabilities. Adjustments to the fair value of our contingent consideration liabilities are included in selling, general, and administrative expense in the accompanying condensed consolidated statements of operations. |
Leases
Leases | 9 Months Ended |
May 31, 2020 | |
Leases [Abstract] | |
Leases | NOTE 5 – LEASES Lessee Obligations In the normal course of business , we rent office space, primarily for international sales administration offices, in commercial office complexes that are conducive to sales and administrative operations. We also rent warehousing and distribution facilities that are designed to provide secure storage and efficient distribution of our training products, books, and accessories. All of these leases are classified as operating leases. Operating lease assets and liabilities are recognized at the commencement date based on the present value of the lease payments over the lease term. Since most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Leases with an initial term of 12 months or less are not recorded on the balance sheet. For operating leases, expense is recognized on a straight-line basis over the lease term. We do not have significant amounts of variable lease payments. Some of our operating leases contain renewal options that may be exercised at our discretion after the completion of the base rental term. At May 31, 2020, we had operating leases with remaining terms ranging from less than one year to approximately five years . The amounts of assets and liabilities (in thousands) and other information related to our operating leases follows: Balance Sheet May 31, Caption 2020 Assets: Operating lease right of use assets Other long-term assets $ 1,383 Liabilities: Current: Operating lease liabilities Accrued liabilities 843 Long-Term: Operating lease liabilities Other long-term liabilities 540 $ 1,383 Weighted Average Remaining Lease Term: Operating leases (years) 2.6 Weighted Average Discount Rate: Operating leases 4.2 % During the quarter and three quarters ended May 31, 2020 , lease expense totaled $0.4 million and $1.2 million, respectively. For the quarter and three quarters ended May 31, 2019, lease expense also totaled $0.4 million and $1.2 million. Operating lease expense is reported in selling, general, and administrative expense in our condensed consolidated statements of operations. The approximate future minimum lease payments under our operating leases at May 31, 2020, is as follows (in thousands): YEAR ENDING AUGUST 31, Amount Remainder of 2020 $ 271 2021 724 2022 197 2023 112 2024 90 Thereafter 94 Total operating lease payments 1,488 Less imputed interest (105) Present value of operating lease liabilities $ 1,383 Lessor Accounting We have subleased the majority of our corporate headquarters campus located in Salt Lake City, Utah to multiple tenants. These sublease agreements are accounted for as operating leases. We recognize sublease income on a straight-line basis over the life of the sublease agreement. The cost basis of our corporate campus was $36.0 million, which had a carrying value of $6.2 million at May 31, 2020. The following future minimum lease payments due to us from our sublease agreements at May 31, 2020, are as follows (in thousands): YEAR ENDING AUGUST 31, Amount Remainder of 2020 $ 979 2021 3,944 2022 3,699 2023 2,065 2024 1,527 Thereafter 1,275 $ 13,489 For the quarter and three quarters ended May 31, 2020, sublease revenue totaled $1.0 million and $2.9 million, respectively. During the quarter and three quarters ended May 31, 2019, sublease revenue also totaled $1.0 million and $2.9 million. Sublease revenues are included in net sales in the accompanying condensed consolidated statements of operations. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
May 31, 2020 | |
Shareholders' Equity [Abstract] | |
Shareholders' Equity | NOTE 6 – SHAREHOLDERS’ EQUITY In December 2019, Knowledge Capital Investment Group (Knowledge Capital), an investor which held 2.8 million shares of our common stock stemming from its initial investment in Franklin Covey over 20 years ago, wound up its operations and distributed its assets to investors. On December 9, 2019, prior to the distribution of its assets to investors, we purchased 284,608 shares of our common stock from Knowledge Capital at $35.1361 per share, for an aggregate purchase price of $10.1 million , including legal costs. Our CEO and a member of our Board of Directors each owned a partnership interest in Knowledge Capital. As of the date hereof, Knowledge Capital does no t own any shares of our common stock. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
May 31, 2020 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | NOTE 7 – REVENUE RECOGNITION Contract Balances Our deferred revenue totaled $53.1 million at May 31, 2020 and $65.8 million at August 31, 2019, of which $2.4 million and $3.6 million were classified as components of other long-term liabilities at May 31, 2020, and August 31, 2019, respectively. The amount of deferred revenue that was generated from subscription offerings totaled $43.9 million at May 31, 2020 and $58.2 million at August 31, 2019. During the quarter and three quarters ended May 31, 2020, we recognized $22.2 million and $64.7 million of previously deferred subscription revenue. Remaining Performance Obligations When possible, we enter into multi-year non-cancellable contracts which are invoiced either upon execution of the contract or at the beginning of each annual contract period. ASC Topic 606 introduced the concept of remaining transaction price which represents contracted revenue that has not yet been recognized, including unearned revenue and unbilled amounts that will be recognized as revenue in future periods. Transaction price is influenced by factors such as seasonality, the average length of the contract term, and the ability of the Company to continue to enter multi-year non-cancellable contracts. At May 31, 2020, we had $77.3 million of remaining performance obligations, including the amount of deferred revenue related to our subscription offerings. The remaining performance obligation does not include other deferred revenue, as amounts included in other deferred revenue include items such as deposits that are generally refundable at the client’s request prior to the satisfaction of the obligation. Disaggregated Revenue Information Refer to Note 11 , Segment Information , to these condensed consolidated financial statements for our disaggregated revenue information. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
May 31, 2020 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | NOTE 8 – STOCK-BASED COMPENSATION Ou r stock-based compensation was comprised of the following for the periods presented (in thousands): Quarter Ended Three Quarters Ended May 31, May 31, May 31, May 31, 2020 2019 2020 2019 Long-term incentive awards $ (5,326) $ 826 $ (2,124) $ 2,384 Restricted stock awards 175 175 525 525 Employee stock purchase plan 47 50 139 131 $ (5,104) $ 1,051 $ (1,460) $ 3,040 At each reporting date, we evaluate number and probability of shares expected to vest in each of our performance-based long-term incentive plan (LTIP) awards and adjust our stock-based compensation expense to correspond with the number of shares expected to vest over the anticipated service period. Due to the significant impact of the COVID-19 pandemic on our results of operations in the third quarter of fiscal 2020 and the uncertainties surrounding the recovery of the world’s economies, at May 31, 2020, we determined that the LTIP award tranches which are based on qualified adjusted earnings before interest, taxes, depreciation, and amortization (Adjusted EBITDA) for our fiscal 2015, 2016, 2017, 2019, and 2020 LTIP awards would not vest before the end of the respective service periods. We therefore reversed the previously recognized stock-based compensation expense associated with these awards at May 31, 2020, which resulted in a significant net credit to stock-based compensation for the quarter and three quarters ended May 31, 2020. The subscription sales based tranches of the 2018, 2019, and 2020 LTIP awards are still expected to vest to participants, but at reduced achievement levels. During the three quarters ended May 31, 2020, we issued 281,479 shares of our common stock under various stock-based compensation arrangements. Our stock-based compensation plans also allow shares to be withheld to cover statutory income taxes if so elected by the award recipient. During the first three quarters of fiscal 2020, we withheld 103,117 shares of our common stock for taxes on stock-based compensation arrangements, which had a fair value of $3.6 million. The following is a description of the other developments in our stock-based compensation plans during the quarter and three quarters ended May 31, 2020. Stock Options During December 2019, our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) exercised stock options. Nearly all of the stock options exercised would have expired in January 2020. The following information applies to our stock option activity during the three quarters ended May 31, 2020. Weighted Avg. Exercise Number of Price Per Stock Options Share Outstanding at August 31, 2019 568,750 $ 11.67 Granted - - Exercised (350,000) (11.73) Forfeited - - Outstanding at May 31, 2020 218,750 $ 11.57 Options vested and exercisable at May 31, 2020 218,750 $ 11.57 The stock options were exercised on a net basis (no cash was paid to exercise the options) and we withheld 102,656 shares of our common stock with a fair value of $3.6 million for income taxes. The intrinsic value of the exercised options totaled $8.0 million and we recognized an income tax benefit of $1.8 million (Note 9) during the second quarter of fiscal 2020. Our remaining stock options outstanding at May 31, 2020 expire in January 2021 . Fiscal 2020 Restricted Stock Award Our annual restricted stock award granted to non-employee members of the Board of Directors is administered under the terms of the 2019 Franklin Covey Co. Omnibus Incentive Plan, and is designed to provide our non-employee directors, who are not eligible to participate in our employee stock purchase plan, an opportunity to obtain an interest in the Company through the acquisition of shares of our common stock. The annual award is granted in January (following the annual shareholders’ meeting) of each year. For the fiscal 2020 award, each eligible director received a whole-share grant equal to $100,000 with a one -year vesting period. Our restricted stock award activity during the three quarters ended May 31, 2020 consisted of the following: Weighted-Average Grant Date Number of Fair Value Shares Per Share Restricted stock awards at August 31, 2019 28,525 $ 24.54 Granted 21,420 32.68 Forfeited - - Vested (28,525) 24.54 Restricted stock awards at May 31, 2020 21,420 $ 32.68 At May 31, 2020, there was $0.4 million of unrecognized compensation expense remaining on the fiscal 2020 Board of Director restricted share award. Fiscal 2020 Long-Term Incentive Plan Award On October 18, 2019, the Organization and Compensation Committee of the Board of Directors granted a new LTIP award to our executive officers and members of senior management. The fiscal 2020 LTIP award is similar to the fiscal 2019 LTIP award and has three tranches, one of which has a time-based vesting condition and two of which have performance-based vesting conditions as described below: · Time-Based Award Shares – Twenty-five percent of the 2020 LTIP award shares vest to participants after three years of service. The number of shares that may be earned by participants at the end of the service period totals 25,101 shares . The number of shares awarded in this tranche is not variable and does not fluctuate based on the achievement of financial measures. · Performance-Based Award Shares – The remaining two tranches of the 2020 LTIP award are based on the highest rolling four-quarter levels of qualified Adjusted EBITDA and subscription service sales in the three-year period ended August 31, 2022. The number of shares that will vest to participants for these two tranches is variable and may be 50 percent of the award (minimum award threshold) or up to 200 percent of the participant’s award (maximum threshold) depending on the levels of qualified Adjusted EBITDA and subscription service sales achieved. The number of shares that may be earned for achieving 100 percent of the performance-based objectives totals 75,315 shares. The maximum number of shares that may be awarded in connection with the performance-based tranches of the 2020 LTIP totals 150,630 shares. At May 31, 2020, we determined that the Adjusted EBITDA tranche of the 2020 LTIP was improbable of vesting prior to August 31, 2022 and we reversed previously recognized stock-based compensation expense for this award tranche. The fiscal 2020 LTIP expires on August 31, 2022 . Employee Stock Purchase Plan We have an employee stock purchase plan (ESPP) that offers qualified employees the opportunity to purchase shares of our common stock at a price equal to 85 percent of the average fair market value of our common stock on the last trading day of each fiscal quarter. During the quarter and three quarters ended May 31, 2020, we issued 10,948 shares and 26,375 shares of our common stock to participants in the ESPP. |
Income Taxes
Income Taxes | 9 Months Ended |
May 31, 2020 | |
Income Taxes [Abstract] | |
Income Taxes | NOTE 9 – INCOME TAXES For the three quarters ended May 31, 2020, we recorded income tax expense of $8.0 million on a pre-tax loss of $2.4 million, which resulted in an effective tax expense rate of approximately 329 percent for the first three quarters of fiscal 2020. We computed income taxes by applying an estimated annual effective income tax rate to the consolidated pre-tax loss for the period, adjusting for discrete items arising during the period, including a $10.2 million increase in the valuation allowanc e against our deferred income tax assets during the third quarter of fiscal 2020 and the exercise of stock options (Note 8), which produced an income benefit of $1.8 million in the second quarter of fiscal 202 0. The increase in our deferred tax asset valuation allowance resulted in additional income tax expense of $10.2 million in fiscal 2020. In consideration of the relevant accounting guidance, we 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 determined 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, 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. |
Loss Per Share
Loss Per Share | 9 Months Ended |
May 31, 2020 | |
Loss Per Share [Abstract] | |
Loss Per Share | NOTE 10 – LOSS PER SHARE The following schedule shows the calculation of loss per share for the periods presented (in thousands, except per-share amounts). Quarter Ended Three Quarters Ended May 31, May 31, May 31, May 31, 2020 2019 2020 2019 Numerator for basic and diluted loss per share: Net loss $ (10,968) $ (2,024) $ (10,415) $ (6,898) Denominator for basic and diluted loss per share: Basic weighted average shares outstanding 13,869 13,963 13,897 13,939 Effect of dilutive securities: Stock options and other stock-based awards - - - - Diluted weighted average shares outstanding 13,869 13,963 13,897 13,939 EPS Calculations: Net loss per share: Basic and diluted $ (0.79) $ (0.14) $ (0.75) $ (0.49) Since we incurred a net loss for the quarter and three quarters ended May 31, 2020, no potentially dilutive securities are included in the calculation of diluted loss per share for those periods because such effect would be anti-dilutive. The number of dilutive stock options and other stock-based awards as of M ay 31, 2020 would have been approximately 56,000 shares . |
Segment Information
Segment Information | 9 Months Ended |
May 31, 2020 | |
Segment Information [Abstract] | |
Segment Information | NOTE 11 – SEGMENT INFORMATION Segment Information Our sales are primarily comprised of training and consulting services. Our internal reporting and operating structure is currently organized around two divisions. The Enterprise Division, which consists of our Direct Office and International Licensee segments and the Education Division, which is comprised of our Education practice. Based on the applicable guidance, our operations are comprised of three reportable segments and a corporate services group. The following is a brief description of our reportable segments: · Direct Offices – Our Direct Office segment has a depth of expertise in helping organizations solve problems that require changes in human behavior, including leadership, productivity, execution, trust, and sales performance. We have a variety of principle-based offerings that help build winning and profitable cultures. This segment includes our sales personnel that serve the United States and Canada; our international sales offices located in Japan, China, the United Kingdom, Australia, Germany, Switzerland, and Austria; our government services sales channel; and our public programs operations. · International Licensees – Our independently owned international licensees provide our offerings and services in countries where we do not have a directly-owned office. These licensee partners allow us to expand the reach of our services to large multinational organizations as well as smaller organizations in their countries. This segment’s results are primarily comprised of royalty revenues received from these licensees. · Education Practice – Centered around the principles found in The Leader in Me , the Education practice is dedicated to helping educational institutions build a culture that will produce great results. We believe these results are manifested by increases in student performance, improved school culture, decreased disciplinary issues, and increased teacher engagement and parental involvement. This segment includes our domestic and international Education practice operations, which are focused on sales to educational institutions such as elementary schools, high schools, and colleges and universities . · Corporate and Other – Our corporate and other information includes leasing operations, shipping and handling revenues, royalty revenues from Franklin Planner Corp. (Note 12 ), and certain corporate administrative functions. We have determined that the Company’s chief operating decision maker is the CEO, and the primary measurement tool used in business unit performance analysis is Adjusted EBITDA, which may not be calculated as similarly titled amounts disclosed by other companies. Adjusted EBITDA is a non-GAAP financial measure. For reporting purposes, our consolidated Adjusted EBITDA may be calculated as net loss excluding interest expense, income taxes, depreciation expense, amortization expense, stock-based compensation, and certain other charges such as adjustments for changes in the fair value of contingent liabilities arising from business acquisitions. We reference this non-GAAP financial measure in our decision making because it provides supplemental information that facilitates consistent internal comparisons to the historical operating performance of prior periods and we believe it provides investors with greater transparency to evaluate operational activities and financial results. Our operations are not capital intensive and we do not own any manufacturing facilities or equipment. Accordingly, we do not allocate assets to the reportable segments for analysis purposes. Interest expense and interest income are primarily generated at the corporate level and are not allocated. Income taxes are likewise calculated and paid on a corporate level (except for entities that operate in foreign jurisdictions) and are not allocated for analysis purposes. We periodically make minor changes to our reporting structure in the normal course of operations. The segment information presented below reflects certain revisions to our reporting structure which occurred during the second quarter of fiscal 2019. Prior period segment information has been revised to conform with our current segment reporting. We account for the following segment information on the same basis as the accompanying condensed consolidated financial statements (in thousands). Sales to Quarter Ended External Adjusted May 31, 2020 Customers Gross Profit EBITDA Enterprise Division: Direct offices $ 26,760 $ 21,108 $ 352 International licensees 708 339 (724) 27,468 21,447 (372) Education practice 8,216 4,711 (1,536) Corporate and eliminations 1,421 663 (1,734) Consolidated $ 37,105 $ 26,821 $ (3,642) Quarter Ended May 31, 2019 Enterprise Division: Direct offices $ 40,387 $ 29,836 $ 4,520 International licensees 3,014 2,432 1,281 43,401 32,268 5,801 Education practice 11,088 6,846 (181) Corporate and eliminations 1,517 550 (2,549) Consolidated $ 56,006 $ 39,664 $ 3,071 Three Quarters Ended May 31, 2020 Enterprise Division: Direct offices $ 106,844 $ 81,221 $ 10,796 International licensees 7,120 5,696 2,696 113,964 86,917 13,492 Education practice 30,190 17,828 (3,707) Corporate and eliminations 5,309 2,772 (4,410) Consolidated $ 149,463 $ 107,517 $ 5,375 Three Quarters Ended May 31, 2019 Enterprise Division: Direct offices $ 115,271 $ 84,200 $ 10,703 International licensees 9,598 7,515 4,127 124,869 91,715 14,830 Education practice 31,132 18,668 (1,355) Corporate and eliminations 4,190 1,429 (6,272) Consolidated $ 160,191 $ 111,812 $ 7,203 A reconciliation of our consolidated Adjusted EBITDA to consolidated net loss is provided below (in thousands). Quarter Ended Three Quarters Ended May 31, May 31, May 31, May 31, 2020 2019 2020 2019 Segment Adjusted EBITDA $ (1,908) $ 5,620 $ 9,785 $ 13,475 Corporate expenses (1,734) (2,549) (4,410) (6,272) Consolidated Adjusted EBITDA (3,642) 3,071 5,375 7,203 Stock-based compensation 5,104 (1,051) 1,460 (3,040) Decrease (increase) in the fair value of contingent consideration liabilities 276 (1,069) 367 (1,145) Gain from insurance proceeds 933 - 933 - Knowledge Capital wind-down costs - - (389) - Licensee transition costs - - - (488) Depreciation (1,652) (1,556) (4,925) (4,806) Amortization (1,164) (1,259) (3,504) (3,797) Loss from operations (145) (1,864) (683) (6,073) Interest income 18 8 36 30 Interest expense (621) (562) (1,783) (1,817) Discount accretion on related party receivable - - - 258 Loss before income taxes (748) (2,418) (2,430) (7,602) Income tax benefit (provision) (10,220) 394 (7,985) 704 Net loss $ (10,968) $ (2,024) $ (10,415) $ (6,898) Revenue by Category The following table presents our revenue disaggregated by geographic region (in thousands). Quarter Ended Three Quarters Ended May 31, May 31, May 31, May 31, 2020 2019 2020 2019 Americas $ 32,788 $ 44,919 $ 119,545 $ 125,676 Asia Pacific 2,759 7,914 19,987 24,592 Europe/Middle East/Africa 1,558 3,173 9,931 9,923 $ 37,105 $ 56,006 $ 149,463 $ 160,191 The following table presents our revenue disaggregated by type of service (in thousands). Quarter Ended Services and Leases and May 31, 2020 Products Subscriptions Royalties Other Consolidated Enterprise Division: Direct offices $ 10,051 $ 15,965 $ 744 $ - $ 26,760 International licensees 191 - 517 - 708 10,242 15,965 1,261 - 27,468 Education practice 1,373 6,286 557 - 8,216 Corporate and eliminations - - 334 1,087 1,421 Consolidated $ 11,615 $ 22,251 $ 2,152 $ 1,087 $ 37,105 Quarter Ended May 31, 2019 Enterprise Division: Direct offices $ 26,295 $ 13,363 $ 729 $ - $ 40,387 International licensees 403 - 2,611 - 3,014 26,698 13,363 3,340 - 43,401 Education practice 5,065 5,564 459 - 11,088 Corporate and eliminations - - - 1,517 1,517 Consolidated $ 31,763 $ 18,927 $ 3,799 $ 1,517 $ 56,006 Three Quarters Ended May 31, 2020 Enterprise Division: Direct offices $ 58,946 $ 45,425 $ 2,473 $ - $ 106,844 International licensees 1,191 - 5,929 - 7,120 60,137 45,425 8,402 - 113,964 Education practice 7,908 19,296 2,986 - 30,190 Corporate and eliminations - - 1,649 3,660 5,309 Consolidated $ 68,045 $ 64,721 $ 13,037 $ 3,660 $ 149,463 Three Quarters Ended May 31, 2019 Enterprise Division: Direct offices $ 74,405 $ 38,453 $ 2,413 $ - $ 115,271 International licensees 1,793 - 7,805 - 9,598 76,198 38,453 10,218 - 124,869 Education practice 11,565 16,644 2,923 - 31,132 Corporate and eliminations - - - 4,190 4,190 Consolidated $ 87,763 $ 55,097 $ 13,141 $ 4,190 $ 160,191 |
Investment In FC Organizational
Investment In FC Organizational Products | 9 Months Ended |
May 31, 2020 | |
Investment In FC Organizational Products [Abstract] | |
Investment In FC Organizational Products | NOTE 12 – INVESTMENT IN FC ORGANIZATIONAL PRODUCTS We previously owned a 19.5 percent interest in FC Organizational Products (FCOP), an entity that purchased substantially all of our consumer solutions business unit assets in fiscal 2008 for the purpose of selling planners and related organizational products under a comprehensive licensing agreement. On November 4, 2019, FCOP sold substantially all of its assets to Franklin Planner Corporation (FPC), a new unrelated entity, and FCOP was dissolved. FPC is expected to continue FCOP’s business of selling planners and other related consumer products based on the license agreement which granted FCOP the exclusive rights described below. In connection with this transaction, we exchanged approximately $3.2 million of receivables from FCOP to amend the term and royalty provisions of the existing license agreement. The $3.2 million included a $2.6 million note receivable, which represented FCOP’s third-party bank debt that we purchased directly from the bank on the transaction date. The amended license agreement grants the exclusive right to use certain of our trademarks and other intellectual property in connection with certain consumer products and provides us with minimum royalties of approximately $1.3 million per year. We are also entitled to receive additional variable royalties if certain FPC financial metrics exceed specified levels. FPC assumed the amended license agreement from FCOP upon the purchase of FCOP assets. We recorded the $3.2 million consideration for the amendment to the license agreement as a capitalized cost of the license and will reduce our royalty revenue by amortizing this amount over the remainder of the initial term of the license agreement, which ends in approximately 30 years. During the quarter and three quarters ended May 31, 2020, we recognized $0.3 million and $1.6 million of net royalty revenues from the amended license agreement with FPC. We do not have an ownership interest in FPC, do not have any obligation to provide additional subordinated support to FPC, and do not have control over the day-to-day operations of FPC, which primarily consist of the sale of planning products and accessories. We receive payments for royalties and rented space from FPC. At May 31, 2020, we had $1.3 million receivable from FPC and at August 31, 2019, we had $1.0 million receivable from FCOP, each of which are recorded in current assets. Since most of FPC’s sales and cash flows are seasonal and occur between October and January, we expect to receive the majority of the required cash payments for royalties and outstanding receivables during our second and third quarters of each fiscal year. During the second quarter of fiscal 2020, we received $1.9 million of cash from FPC as payment for royalties and reimbursable operating costs. |
Subsequent Events
Subsequent Events | 9 Months Ended |
May 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13 – SUBSEQUENT EVENTS Amendment to the 2019 Credit Agreement On July 8, 2020, we entered into the First Modification Agreement to our 2019 Credit Agreement. The primary purpose of the First Modification Agreement is to provide alternative borrowing covenants for the fiscal quarters ending August 31, 2020 through May 31, 2021. These new covenants include the following: 1. Minimum Liquidity – We must maintain consolidated minimum liquidity of not less than $13.0 million from August 31, 2020 through February 28, 2021 and $8.0 million at May 31, 2021. 2. Minimum Adjusted EBITDA – We must maintain rolling four-quarter Adjusted EBITDA not less than the amount set forth below at the end of the specified quarter (in thousands). Quarter Ending Amount August 31, 2020 $ 11,000 November 30, 2020 8,500 February 28, 2021 5,000 May 31, 2021 15,000 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. 3. Capital Expenditures – We may not make capital expenditures, including capitalized development costs, in an amount exceeding $8.5 million in aggregate for any fiscal year. The previously existing financial covenants remain in effect at all times other than the quarterly periods ending from August 31, 2020 through May 31, 2021. In addition to the new financial covenants described above, we will repay the amount previously drawn on our revolving line of credit and we will be prohibited from holding domestic cash balances in excess of $5.0 million at the time of any borrowing on the revolving credit facility. The available credit on the revolving line of credit remains the same as under the 2019 Credit Agreement. We are also prohibited from making certain restricted payments, including dividend payments on our common stock and open-market purchases of our common stock for treasury until we have been in compliance with the previously existing financial covenants for two consecutive quarters. The Company’s interest rate under the First Amendment will increase from LIBOR plus 1.85% to LIBOR plus 3.0% and the unused credit commitment fee will increase from to 0.2% to 0.5% . |
Basis Of Presentation (Policy)
Basis Of Presentation (Policy) | 9 Months Ended |
May 31, 2020 | |
Basis Of Presentation [Abstract] | |
General | General Franklin Covey Co. (hereafter referred to as us, we, our, or the Company) is a global company focused on organizational performance improvement. Our mission is to “enable greatness in people and organizations everywhere,” and our global structure is designed to help individuals and organizations achieve sustained superior performance through changes in human behavior. We are fundamentally a content and solutions company, and we believe that our offerings and services create the connection between capabilities and results. Our expertise extends to seven crucial areas: Leadership, Execution, Productivity, Trust, Educational Improvement, Sales Performance, and Customer Loyalty. 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. · World Class Content – Our content is principle-centered and based on natural laws of human behavior and effectiveness. When our content is applied consistently in an organization, we believe the culture of that organization will change to enable the organization to achieve their own great purposes. Our content is designed to build new skillsets, establish new mindsets, and provide enabling toolsets to our clients. · Breadth and Scalability of Delivery Options – We have a wide range of content delivery options, including: subscription offerings, which includes the All Access Pass (available in multiple languages), the Leader in Me membership, and other subscription offerings; intellectual property licenses; on-line learning; on-site training; training led through certified facilitators; and organization-wide transformational processes, including consulting and coaching services. Over the past few years we have significantly increased our ability to deliver content electronically to workers who may be engaged in remote locations. · Global Capability – We have sales professionals in the United States and Canada who serve clients in the private sector and in governmental organizations; wholly-owned subsidiaries in Australia, China, Japan, the United Kingdom, Germany, Switzerland, and Austria; and we contract with licensee partners who deliver our content and provide related services in over 140 other countries and territories around the world. We are committed to, 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 , The Leader in Me , and The 4 Disciplines of Execution , and proprietary content in the areas of Execution, Sales Performance, Productivity, Educational Improvement, and Customer Loyalty. Our offerings are described in further detail at www.franklincovey.com . The information posted on our website is not incorporated into this report. The accompanying unaudited condensed consolidated financial statements reflect, in the opinion of management, all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position and results of operations of the Company as of the dates and for the periods indicated. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to Securities and Exchange Commission (SEC) rules and regulations. The information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in our annual report on Form 10-K for the fiscal year ended August 31, 2019. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Our fiscal year ends on August 31 of each year and our fiscal quarters end on the last day of November, February, and May of each year. The results of operations for the quarter ended May 31, 2020 are not necessarily indicative of results expected for the entire fiscal year ending August 31, 2020, or for any future periods. |
Reclassifications | Reclassifications Certain reclassifications have been made to our prior period financial statements to conform with the current period presentation. On our fiscal 2020 condensed consolidated statements of operations, we have presented stock-based compensation separately to show the magnitude of the reversal of stock-based compensation during the third quarter of fiscal 2020 due to the impact of the COVID-19 pandemic and have reclassified the prior period amounts for comparability. Stock-based compensation was previously included as a component of selling, general, and administrative expense. |
Note On The COVID-19 Pandemic | Note on the COVID-19 Pandemic With the rapid spread of COVID-19 around the world and the continuously evolving responses to the pandemic, we have witnessed the significant and growing negative impact of COVID-19 on the global economic and operating environment. These negative impacts significantly reduced our consolidated sales during the quarter ended May 31, 2020 as workplaces and schools were closed in response to the pandemic. In light of these events, we have taken measures to reduce our costs and to maintain adequate liquidity. However, due to the rapidly changing business and education environment, unprecedented market volatility, and other circumstances resulting from the COVID-19 pandemic, we are currently unable to fully determine the extent of COVID-19’s impact on our business in future periods. Our business in future periods will be heavily influenced by the timing, length, and intensity of the economic recoveries in the United States and in other countries around the world. We continue to monitor evolving economic and general business conditions and the actual and potential impacts on our financial position, results of operations, and cash flows. Various accounting guidance requires us to evaluate the recoverability of our long-lived assets, including goodwill and indefinite-lived intangible assets, whenever events or changes in circumstances may indicate that the carrying value of the assets are not recoverable or are less than their fair values. Due to the impact of the COVID-19 pandemic on our third quarter operating results and uncertainties associated with the recovery from the pandemic in future periods, we determined that it was appropriate to test our long-lived assets, including goodwill and indefinite-lived intangible assets, for impairment during the third quarter of fiscal 2020. No impairment charges were recorded during the third quarter of fiscal 2020 as a result of these tests. |
Accounting Pronouncements Issued And Adopted | Accounting Pronouncements Issued and Adopted In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) , which supersedes FASB Accounting Standards Codification (ASC) Topic 840, Leases . The new guidance requires lessees to recognize a lease liability and corresponding right-of-use asset for all leases greater than 12 months. Recognition, measurement, and presentation of expenses depends upon whether the lease is classified as a finance or operating lease. We adopted the new lease guidance prospectively on September 1, 2019. As part of the adoption of ASU 2016-02, we elected to apply the package of practical expedients, which allows us to not reassess prior conclusions related to lease classification, not to recognize short-term leases on our balance sheet, and not to separate lease and non-lease components for our leases. On September 1, 2019, the adoption of ASU 2016-02 resulted in the recognition of $1.5 million of lease liabilities and right-of-use assets on our condensed consolidated balance sheets for operating leases. For lessors, accounting for leases is substantially the same as in prior periods and there was no impact from the adoption of ASU 2016-02 for those leases where we are the lessor. Refer to Note 5, Leases for further information regarding our leasing activity. The lease for our corporate campus has historically been accounted for as a financing obligation and related building asset on our consolidated balance sheets, as the contract did not meet the criteria for application of sale-leaseback accounting under previous leasing guidance. In transition to Topic 842, we reassessed whether the contract met the sale criteria u nder the new leasing standard. Based on this assessment, we determined that the sale criteria under the new leasing standard was not met and we will continue to account for the corporate campus lease as a finance obligation on our consolidated balance sheet in future periods. |
Accounting Pronouncements Issued Not Yet Adopted | Accounting Pronouncements Issued Not Yet Adopted Credit Losses on Financial Instruments In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This accounting standard changes the methodology for measuring credit losses on financial instruments, including trade accounts receivable, and the timing of when such losses are recorded. ASU No. 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2018. We expect to adopt the provisions of ASU No. 2016-13 on September 1, 2020 and are currently evaluating the impact of this guidance on our financial position, results of operations, and disclosures. Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15). This guidance clarifies the accounting for implementation costs in a cloud computing arrangement that is a service contract and aligns the requirements for capitalizing those costs with the capitalization requirements for costs incurred to develop or obtain internal-use software. The new standard is effective for interim and annual periods beginning after December 15, 2019, and early adoption is permitted. We are currently evaluating the effects, if any, the adoption of ASU 2018-15 may have on our financial position, results of operations, cash flows, or disclosures. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
May 31, 2020 | |
Inventories [Abstract] | |
Components Of Inventories | May 31, August 31, 2020 2019 Finished goods $ 3,086 $ 3,434 Raw materials 20 47 $ 3,106 $ 3,481 |
Term Notes Payable And Line O_2
Term Notes Payable And Line Of Credit (Tables) | 9 Months Ended |
May 31, 2020 | |
Term Notes Payable And Line Of Credit [Abstract] | |
Future Principal Payments By Fiscal Year | YEAR ENDING AUGUST 31, Amount 2020 $ 1,250 2021 5,000 2022 5,000 2023 5,000 2024 5,000 $ 21,250 |
Fair Value Of Financial Instr_2
Fair Value Of Financial Instruments (Tables) | 9 Months Ended |
May 31, 2020 | |
Fair Value Of Financial Instruments [Abstract] | |
Schedule Of Contingent Consideration Liability | Jhana RGP Total Balance at August 31, 2019 $ 3,468 $ 1,761 $ 5,229 Change in fair value 98 (7) 91 Payments (282) (500) (782) Balance at November 30, 2019 3,284 1,254 4,538 Change in fair value 153 (335) (182) Payments (129) - (129) Balance at February 29, 2020 3,308 919 4,227 Change in fair value (102) (174) (276) Payments (256) - (256) Balance at May 31, 2020 $ 2,950 $ 745 $ 3,695 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
May 31, 2020 | |
Leases [Abstract] | |
Assets And Liabilities Related To Operating Leases | Balance Sheet May 31, Caption 2020 Assets: Operating lease right of use assets Other long-term assets $ 1,383 Liabilities: Current: Operating lease liabilities Accrued liabilities 843 Long-Term: Operating lease liabilities Other long-term liabilities 540 $ 1,383 Weighted Average Remaining Lease Term: Operating leases (years) 2.6 Weighted Average Discount Rate: Operating leases 4.2 % |
Future Minimum Lease Payments Under Operating Leases | YEAR ENDING AUGUST 31, Amount Remainder of 2020 $ 271 2021 724 2022 197 2023 112 2024 90 Thereafter 94 Total operating lease payments 1,488 Less imputed interest (105) Present value of operating lease liabilities $ 1,383 |
Future Minimum Lease Payments From Sublease | YEAR ENDING AUGUST 31, Amount Remainder of 2020 $ 979 2021 3,944 2022 3,699 2023 2,065 2024 1,527 Thereafter 1,275 $ 13,489 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
May 31, 2020 | |
Stock-Based Compensation [Abstract] | |
Total Cost Of Stock-Based Compensation | Quarter Ended Three Quarters Ended May 31, May 31, May 31, May 31, 2020 2019 2020 2019 Long-term incentive awards $ (5,326) $ 826 $ (2,124) $ 2,384 Restricted stock awards 175 175 525 525 Employee stock purchase plan 47 50 139 131 $ (5,104) $ 1,051 $ (1,460) $ 3,040 |
Stock Option Activity | Weighted Avg. Exercise Number of Price Per Stock Options Share Outstanding at August 31, 2019 568,750 $ 11.67 Granted - - Exercised (350,000) (11.73) Forfeited - - Outstanding at May 31, 2020 218,750 $ 11.57 Options vested and exercisable at May 31, 2020 218,750 $ 11.57 |
Restricted Stock Award Activity | Weighted-Average Grant Date Number of Fair Value Shares Per Share Restricted stock awards at August 31, 2019 28,525 $ 24.54 Granted 21,420 32.68 Forfeited - - Vested (28,525) 24.54 Restricted stock awards at May 31, 2020 21,420 $ 32.68 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
May 31, 2020 | |
Loss Per Share [Abstract] | |
Computation Of Loss Per Share | Quarter Ended Three Quarters Ended May 31, May 31, May 31, May 31, 2020 2019 2020 2019 Numerator for basic and diluted loss per share: Net loss $ (10,968) $ (2,024) $ (10,415) $ (6,898) Denominator for basic and diluted loss per share: Basic weighted average shares outstanding 13,869 13,963 13,897 13,939 Effect of dilutive securities: Stock options and other stock-based awards - - - - Diluted weighted average shares outstanding 13,869 13,963 13,897 13,939 EPS Calculations: Net loss per share: Basic and diluted $ (0.79) $ (0.14) $ (0.75) $ (0.49) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
May 31, 2020 | |
Segment Information [Abstract] | |
Schedule Of Segment Operations | Sales to Quarter Ended External Adjusted May 31, 2020 Customers Gross Profit EBITDA Enterprise Division: Direct offices $ 26,760 $ 21,108 $ 352 International licensees 708 339 (724) 27,468 21,447 (372) Education practice 8,216 4,711 (1,536) Corporate and eliminations 1,421 663 (1,734) Consolidated $ 37,105 $ 26,821 $ (3,642) Quarter Ended May 31, 2019 Enterprise Division: Direct offices $ 40,387 $ 29,836 $ 4,520 International licensees 3,014 2,432 1,281 43,401 32,268 5,801 Education practice 11,088 6,846 (181) Corporate and eliminations 1,517 550 (2,549) Consolidated $ 56,006 $ 39,664 $ 3,071 Three Quarters Ended May 31, 2020 Enterprise Division: Direct offices $ 106,844 $ 81,221 $ 10,796 International licensees 7,120 5,696 2,696 113,964 86,917 13,492 Education practice 30,190 17,828 (3,707) Corporate and eliminations 5,309 2,772 (4,410) Consolidated $ 149,463 $ 107,517 $ 5,375 Three Quarters Ended May 31, 2019 Enterprise Division: Direct offices $ 115,271 $ 84,200 $ 10,703 International licensees 9,598 7,515 4,127 124,869 91,715 14,830 Education practice 31,132 18,668 (1,355) Corporate and eliminations 4,190 1,429 (6,272) Consolidated $ 160,191 $ 111,812 $ 7,203 |
Reconciliation Of Adjusted EBITDA | Quarter Ended Three Quarters Ended May 31, May 31, May 31, May 31, 2020 2019 2020 2019 Segment Adjusted EBITDA $ (1,908) $ 5,620 $ 9,785 $ 13,475 Corporate expenses (1,734) (2,549) (4,410) (6,272) Consolidated Adjusted EBITDA (3,642) 3,071 5,375 7,203 Stock-based compensation 5,104 (1,051) 1,460 (3,040) Decrease (increase) in the fair value of contingent consideration liabilities 276 (1,069) 367 (1,145) Gain from insurance proceeds 933 - 933 - Knowledge Capital wind-down costs - - (389) - Licensee transition costs - - - (488) Depreciation (1,652) (1,556) (4,925) (4,806) Amortization (1,164) (1,259) (3,504) (3,797) Loss from operations (145) (1,864) (683) (6,073) Interest income 18 8 36 30 Interest expense (621) (562) (1,783) (1,817) Discount accretion on related party receivable - - - 258 Loss before income taxes (748) (2,418) (2,430) (7,602) Income tax benefit (provision) (10,220) 394 (7,985) 704 Net loss $ (10,968) $ (2,024) $ (10,415) $ (6,898) |
Disaggregation Of Revenue | The following table presents our revenue disaggregated by geographic region (in thousands). Quarter Ended Three Quarters Ended May 31, May 31, May 31, May 31, 2020 2019 2020 2019 Americas $ 32,788 $ 44,919 $ 119,545 $ 125,676 Asia Pacific 2,759 7,914 19,987 24,592 Europe/Middle East/Africa 1,558 3,173 9,931 9,923 $ 37,105 $ 56,006 $ 149,463 $ 160,191 The following table presents our revenue disaggregated by type of service (in thousands). Quarter Ended Services and Leases and May 31, 2020 Products Subscriptions Royalties Other Consolidated Enterprise Division: Direct offices $ 10,051 $ 15,965 $ 744 $ - $ 26,760 International licensees 191 - 517 - 708 10,242 15,965 1,261 - 27,468 Education practice 1,373 6,286 557 - 8,216 Corporate and eliminations - - 334 1,087 1,421 Consolidated $ 11,615 $ 22,251 $ 2,152 $ 1,087 $ 37,105 Quarter Ended May 31, 2019 Enterprise Division: Direct offices $ 26,295 $ 13,363 $ 729 $ - $ 40,387 International licensees 403 - 2,611 - 3,014 26,698 13,363 3,340 - 43,401 Education practice 5,065 5,564 459 - 11,088 Corporate and eliminations - - - 1,517 1,517 Consolidated $ 31,763 $ 18,927 $ 3,799 $ 1,517 $ 56,006 Three Quarters Ended May 31, 2020 Enterprise Division: Direct offices $ 58,946 $ 45,425 $ 2,473 $ - $ 106,844 International licensees 1,191 - 5,929 - 7,120 60,137 45,425 8,402 - 113,964 Education practice 7,908 19,296 2,986 - 30,190 Corporate and eliminations - - 1,649 3,660 5,309 Consolidated $ 68,045 $ 64,721 $ 13,037 $ 3,660 $ 149,463 Three Quarters Ended May 31, 2019 Enterprise Division: Direct offices $ 74,405 $ 38,453 $ 2,413 $ - $ 115,271 International licensees 1,793 - 7,805 - 9,598 76,198 38,453 10,218 - 124,869 Education practice 11,565 16,644 2,923 - 31,132 Corporate and eliminations - - - 4,190 4,190 Consolidated $ 87,763 $ 55,097 $ 13,141 $ 4,190 $ 160,191 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
May 31, 2020 | |
Subsequent Events [Abstract] | |
Schedule Of Minimum Adjusted EBITDA | Quarter Ending Amount August 31, 2020 $ 11,000 November 30, 2020 8,500 February 28, 2021 5,000 May 31, 2021 15,000 |
Basis Of Presentation (Narrativ
Basis Of Presentation (Narrative) (Details) | 3 Months Ended | 9 Months Ended | |
May 31, 2020USD ($)country | May 31, 2020USD ($)countryitem | Sep. 01, 2019USD ($) | |
Business Acquisition [Line Items] | |||
Number of areas of expertise | item | 7 | ||
Number of important distinguishing characteristics from competitors | item | 3 | ||
Impairment charges | $ 0 | ||
Operating lease liabilities | 1,383,000 | $ 1,383,000 | |
Operating lease right of use assets | $ 1,383,000 | $ 1,383,000 | |
Accounting Standards Update 2016-02 [Member] | |||
Business Acquisition [Line Items] | |||
Operating lease liabilities | $ 1,500,000 | ||
Operating lease right of use assets | $ 1,500,000 | ||
Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Number of countries in which entity operates | country | 140 | 140 |
Inventories (Components Of Inve
Inventories (Components Of Inventories) (Details) - USD ($) $ in Thousands | May 31, 2020 | Aug. 31, 2019 |
Inventories [Abstract] | ||
Finished goods | $ 3,086 | $ 3,434 |
Raw materials | 20 | 47 |
Inventories | $ 3,106 | $ 3,481 |
Term Notes Payable And Line O_3
Term Notes Payable And Line Of Credit (Narrative) (Details) - USD ($) | 9 Months Ended | ||
May 31, 2020 | Nov. 30, 2019 | Aug. 31, 2019 | |
Debt Instrument [Line Items] | |||
Line of credit | $ 14,870,000 | ||
Revolving Line Of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Payable date | Aug. 1, 2024 | ||
Term Loan [Member] | Credit 2019 Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Loan amount | $ 5,000,000 | $ 20,000,000 | |
Term Loan [Member] | Credit 2019 Agreement [Member] | Extended Maturity [Member] | |||
Debt Instrument [Line Items] | |||
Maturity date | Aug. 31, 2024 | ||
Maturity term | 1 year | ||
Term Loan [Member] | Maximum [Member] | Credit 2019 Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Loan amount | $ 25,000,000 |
Term Notes Payable And Line O_4
Term Notes Payable And Line Of Credit (Future Principal Payments By Fiscal Year) (Details) - Credit 2019 Agreement [Member] - Term Loan [Member] $ in Thousands | May 31, 2020USD ($) |
Debt Instrument [Line Items] | |
2020 | $ 1,250 |
2021 | 5,000 |
2022 | 5,000 |
2023 | 5,000 |
2024 | 5,000 |
Total | $ 21,250 |
Fair Value Of Financial Instr_3
Fair Value Of Financial Instruments (Narrative) (Details) - USD ($) $ in Thousands | May 31, 2020 | Feb. 29, 2020 | Nov. 30, 2019 | Aug. 31, 2019 |
Contingent consideration | $ 3,695 | $ 4,227 | $ 4,538 | $ 5,229 |
Jhana [Member] | ||||
Contingent consideration | 2,950 | 3,308 | 3,284 | 3,468 |
Jhana [Member] | Accrued Liabilities [Member] | ||||
Contingent consideration | 800 | |||
RGP [Member] | ||||
Contingent consideration | 745 | $ 919 | $ 1,254 | $ 1,761 |
RGP [Member] | Accrued Liabilities [Member] | ||||
Contingent consideration | $ 500 |
Fair Value Of Financial Instr_4
Fair Value Of Financial Instruments (Schedule Of Contingent Consideration Liability) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
May 31, 2020 | Feb. 29, 2020 | Nov. 30, 2019 | May 31, 2019 | May 31, 2020 | May 31, 2019 | |
Business Acquisition, Contingent Consideration [Line Items] | ||||||
Contingent Liability at beginning | $ 4,227 | $ 4,538 | $ 5,229 | $ 5,229 | ||
Change in fair value | (276) | (182) | 91 | $ 1,069 | (367) | $ 1,145 |
Payments | (256) | (129) | (782) | |||
Contingent Liability at ending | 3,695 | 4,227 | 4,538 | 3,695 | ||
Jhana [Member] | ||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||
Contingent Liability at beginning | 3,308 | 3,284 | 3,468 | 3,468 | ||
Change in fair value | (102) | 153 | 98 | |||
Payments | (256) | (129) | (282) | |||
Contingent Liability at ending | 2,950 | 3,308 | 3,284 | 2,950 | ||
RGP [Member] | ||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||
Contingent Liability at beginning | 919 | 1,254 | 1,761 | 1,761 | ||
Change in fair value | (174) | (335) | (7) | |||
Payments | (500) | |||||
Contingent Liability at ending | $ 745 | $ 919 | $ 1,254 | $ 745 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
May 31, 2020 | May 31, 2019 | May 31, 2020 | May 31, 2019 | |
Lessee, Lease, Description [Line Items] | ||||
Lease expense associated with operating leases | $ 0.4 | $ 0.4 | $ 1.2 | $ 1.2 |
Sublease revenue | $ 1 | $ 1 | $ 2.9 | $ 2.9 |
Minimum [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease term | 1 year | 1 year | ||
Maximum [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease term | 5 years | 5 years | ||
Corporate Campus [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Cost basis | $ 36 | $ 36 | ||
Carrying value | $ 6.2 | $ 6.2 |
Leases (Assets And Liabilities
Leases (Assets And Liabilities Related To Operating Leases) (Details) $ in Thousands | May 31, 2020USD ($) |
Assets: | |
Operating lease right of use assets | $ 1,383 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent |
Liabilities: | |
Current: Operating lease liabilities | $ 843 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccruedLiabilitiesCurrent |
Long-Term: Operating lease liabilities | $ 540 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent |
Operating lease liabilities | $ 1,383 |
Weighted Average Remaining Lease Term: Operating leases (years) | 2 years 7 months 6 days |
Weighted Average Discount Rate: Operating leases | 4.20% |
Leases (Future Minimum Lease Pa
Leases (Future Minimum Lease Payments Under Operating Leases) (Details) $ in Thousands | May 31, 2020USD ($) |
Leases [Abstract] | |
Remainder of 2020 | $ 271 |
2021 | 724 |
2022 | 197 |
2023 | 112 |
2024 | 90 |
Thereafter | 94 |
Total operating lease payments | 1,488 |
Less imputed interest | (105) |
Present value of operating lease liabilities | $ 1,383 |
Leases (Future Minimum Lease _2
Leases (Future Minimum Lease Payments From Sublease) (Details) $ in Thousands | May 31, 2020USD ($) |
Operating Leases [Abstract] | |
Remainder of 2020 | $ 979 |
2021 | 3,944 |
2022 | 3,699 |
2023 | 2,065 |
2024 | 1,527 |
Thereafter | 1,275 |
Total | $ 13,489 |
Shareholders' Equity (Narrative
Shareholders' Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |
Dec. 31, 2019 | Dec. 09, 2019 | |
Class of Stock [Line Items] | ||
Common stock shares purchased | 284,608 | |
Price per share | $ 35.1361 | |
Purchase price | $ 10.1 | |
Knowledge Capital [Member] | ||
Class of Stock [Line Items] | ||
Number of common stock shares held | 2,800,000 | |
Minimum [Member] | Knowledge Capital [Member] | ||
Class of Stock [Line Items] | ||
Investment period | 20 years |
Revenue Recognition (Narrative)
Revenue Recognition (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
May 31, 2020 | May 31, 2020 | Aug. 31, 2019 | |
Deferred revenue | $ 53.1 | $ 53.1 | $ 65.8 |
Other long-term liabilities | 2.4 | 2.4 | 3.6 |
Remaining performance obligations | 77.3 | 77.3 | |
Subscription [Member] | |||
Deferred revenue | 43.9 | 43.9 | $ 58.2 |
Deferred revenue recognized | $ 22.2 | $ 64.7 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) | Oct. 18, 2019itemshares | May 31, 2020USD ($)shares | Feb. 29, 2020USD ($) | May 31, 2020USD ($)shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares issued under terms of the award | 281,479 | |||
Fiscal 2020 Long Term Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of tranches | item | 3 | |||
Expiration date | Aug. 31, 2022 | |||
Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Price of common stock as a percent of the average fair market value | 85.00% | |||
Shares issued to employee stock purchase plan participants | 10,948 | 26,375 | ||
Common Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares withheld for tax | 103,117 | |||
Shares withheld for tax, fair value | $ | $ 3,600,000 | |||
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares withheld for tax | 102,656 | |||
Shares withheld for tax, fair value | $ | $ 3,600,000 | |||
Expiration date | Jan. 31, 2021 | |||
Aggregate intrinsic value | $ | $ 8,000,000 | |||
Income tax benefit from exercise of stock options | $ | $ 1,800,000 | |||
Restricted Stock Awards [Member] | Director [Member] | Fiscal 2020 Restricted Stock Award Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Whole-share grant per eligible director | $ | $ 100,000 | |||
Vesting period of awards | 1 year | |||
Restricted Stock Awards [Member] | Board of Directors [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ | $ 400,000 | $ 400,000 | ||
Time-Based Award [Member] | Fiscal 2020 Long Term Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of tranches | item | 1 | |||
Performance-Based Award [Member] | Fiscal 2020 Long Term Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of tranches | item | 2 | |||
Tranche One [Member] | Time-Based Award [Member] | Fiscal 2020 Long Term Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percent of shares plan participants are entitled to | 25.00% | |||
Vesting period of awards | 3 years | |||
Shares issued under terms of the award | 25,101 | |||
Tranche Two and Three [Member] | Performance-Based Award [Member] | Fiscal 2020 Long Term Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percent of performance-based objectives | 100.00% | |||
Shares issued under terms of the award | 75,315 | |||
Tranche Two and Three [Member] | Performance-Based Award [Member] | Minimum [Member] | Fiscal 2020 Long Term Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percent of performance award to be granted | 50.00% | |||
Tranche Two and Three [Member] | Performance-Based Award [Member] | Maximum [Member] | Fiscal 2020 Long Term Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percent of performance award to be granted | 200.00% | |||
New shares granted | 150,630 |
Stock-Based Compensation (Total
Stock-Based Compensation (Total Cost Of Stock-Based Compensation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2020 | May 31, 2019 | May 31, 2020 | May 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost | $ (5,104) | $ 1,051 | $ (1,460) | $ 3,040 |
Long-Term Incentive Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost | (5,326) | 826 | (2,124) | 2,384 |
Restricted Stock Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost | 175 | 175 | 525 | 525 |
Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost | $ 47 | $ 50 | $ 139 | $ 131 |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock Option Activity) (Details) - Stock Options [Member] | 9 Months Ended |
May 31, 2020$ / sharesshares | |
Number of Stock Options, Outstanding at August 31, 2019 | shares | 568,750 |
Number of Stock Options, Granted | shares | |
Number of Stock Options, Exercised | shares | (350,000) |
Number of Stock Options, Forfeited | shares | |
Number of Stock Options, Outstanding at May 31, 2020 | shares | 218,750 |
Number of Stock Options, Options vested and exercisable at May 31, 2020 | shares | 218,750 |
Weighted Average Exercise Price Per Share, Outstanding at August 31, 2019 | $ / shares | $ 11.67 |
Weighted Average Exercise Price Per Share, Granted | $ / shares | |
Weighted Average Exercise Price Per Share, Exercised | $ / shares | (11.73) |
Weighted Average Exercise Price Per Share, Forfeited | $ / shares | |
Weighted Average Exercise Price Per Share, Outstanding at May 31, 2020 | $ / shares | 11.57 |
Weighted Average Exercise Price Per Share, Options vested and exercisable at May 31, 2020 | $ / shares | $ 11.57 |
Stock-Based Compensation (Restr
Stock-Based Compensation (Restricted Stock Award Activity) (Details) - Restricted Stock Awards [Member] | 9 Months Ended |
May 31, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock awards at August 31, 2019, Number of Shares | shares | 28,525 |
Granted, Number of Shares | shares | 21,420 |
Forfeited, Number of Shares | shares | |
Vested, Number of Shares | shares | (28,525) |
Restricted stock awards at May 31, 2020, Number of Shares | shares | 21,420 |
Restricted stock awards at August 31, 2019, Weighted-Average Grant Date Fair Value Per Share | $ / shares | $ 24.54 |
Granted, Weighted-Average Grant Date Fair Value Per Share | $ / shares | 32.68 |
Forfeited, Weighted-Average Grant Date Fair Value Per Share | $ / shares | |
Vested, Weighted-Average Grant Date Fair Value Per Share | $ / shares | 24.54 |
Restricted stock awards at May 31, 2020, Weighted-Average Grant Date Fair Value Per Share | $ / shares | $ 32.68 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2020 | May 31, 2019 | May 31, 2020 | May 31, 2019 | |
Income Taxes [Abstract] | ||||
Income tax expense | $ 10,220 | $ (394) | $ 7,985 | $ (704) |
Pre-tax loss | (748) | $ (2,418) | $ (2,430) | $ (7,602) |
Effective tax rate | 329.00% | |||
Income tax expense, increase deferred tax asset valuation allowance | $ 10,200 | |||
Valuation allowance against deferred tax assets | $ 10,200 | $ 10,200 |
Loss Per Share (Narrative) (Det
Loss Per Share (Narrative) (Details) - shares | 3 Months Ended | 9 Months Ended |
May 31, 2020 | May 31, 2020 | |
Loss Per Share [Abstract] | ||
Potentially dilutive securities were included in the calculation of diluted loss per share | 0 | 0 |
Number of dilutive stock options and other stock-based awards, shares | 56,000 |
Loss Per Share (Computation Of
Loss Per Share (Computation Of Loss Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2020 | May 31, 2019 | May 31, 2020 | May 31, 2019 | |
Numerator for basic and diluted loss per share: | ||||
Net loss | $ (10,968) | $ (2,024) | $ (10,415) | $ (6,898) |
Denominator for basic and diluted loss per share: | ||||
Basic weighted average shares outstanding | 13,869 | 13,963 | 13,897 | 13,939 |
Effect of dilutive securities: | ||||
Stock options and other stock-based awards | ||||
Diluted weighted average shares outstanding | 13,869 | 13,963 | 13,897 | 13,939 |
EPS Calculations: | ||||
Net loss per share: Basic and diluted | $ (0.79) | $ (0.14) | $ (0.75) | $ (0.49) |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 9 Months Ended |
May 31, 2020segmentitem | |
Segment Information [Abstract] | |
Number of divisions | 2 |
Number of operating reportable segments | segment | 3 |
Number of corporate services group | 1 |
Segment Information (Schedule O
Segment Information (Schedule Of Segment Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2020 | May 31, 2019 | May 31, 2020 | May 31, 2019 | |
Segment Reporting Information [Line Items] | ||||
Sales to External Customers | $ 37,105 | $ 56,006 | $ 149,463 | $ 160,191 |
Gross Profit | 26,821 | 39,664 | 107,517 | 111,812 |
Adjusted EBITDA | (3,642) | 3,071 | 5,375 | 7,203 |
Corporate And Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales to External Customers | 1,421 | 1,517 | 5,309 | 4,190 |
Gross Profit | 663 | 550 | 2,772 | 1,429 |
Adjusted EBITDA | (1,734) | (2,549) | (4,410) | (6,272) |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | (1,908) | 5,620 | 9,785 | 13,475 |
Operating Segments [Member] | Enterprise Division [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales to External Customers | 27,468 | 43,401 | 113,964 | 124,869 |
Gross Profit | 21,447 | 32,268 | 86,917 | 91,715 |
Adjusted EBITDA | (372) | 5,801 | 13,492 | 14,830 |
Operating Segments [Member] | Education Practice [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales to External Customers | 8,216 | 11,088 | 30,190 | 31,132 |
Gross Profit | 4,711 | 6,846 | 17,828 | 18,668 |
Adjusted EBITDA | (1,536) | (181) | (3,707) | (1,355) |
Operating Segments [Member] | Direct Offices [Member] | Enterprise Division [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales to External Customers | 26,760 | 40,387 | 106,844 | 115,271 |
Gross Profit | 21,108 | 29,836 | 81,221 | 84,200 |
Adjusted EBITDA | 352 | 4,520 | 10,796 | 10,703 |
Operating Segments [Member] | International Licensees [Member] | Enterprise Division [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales to External Customers | 708 | 3,014 | 7,120 | 9,598 |
Gross Profit | 339 | 2,432 | 5,696 | 7,515 |
Adjusted EBITDA | $ (724) | $ 1,281 | $ 2,696 | $ 4,127 |
Segment Information (Reconcilia
Segment Information (Reconciliation Of Adjusted EBITDA) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
May 31, 2020 | Feb. 29, 2020 | Nov. 30, 2019 | May 31, 2019 | May 31, 2020 | May 31, 2019 | |
Segment Reporting Information [Line Items] | ||||||
Consolidated Adjusted EBITDA | $ (3,642,000) | $ 3,071,000 | $ 5,375,000 | $ 7,203,000 | ||
Stock-based compensation expense | 5,104,000 | (1,051,000) | 1,460,000 | (3,040,000) | ||
Decrease (increase) in the fair value of contingent consideration liabilities | 276,000 | $ 182,000 | $ (91,000) | (1,069,000) | 367,000 | (1,145,000) |
Gain from insurance proceeds | 933,000 | 933,000 | ||||
Knowledge Capital wind-down costs | (389,000) | |||||
Licensee transition costs | (488,000) | |||||
Impaired assets | 0 | |||||
Depreciation | (1,652,000) | (1,556,000) | (4,925,000) | (4,806,000) | ||
Amortization | (1,164,000) | (1,259,000) | (3,504,000) | (3,797,000) | ||
Loss from operations | (145,000) | (1,864,000) | (683,000) | (6,073,000) | ||
Interest income | 18,000 | 8,000 | 36,000 | 30,000 | ||
Interest expense | (621,000) | (562,000) | (1,783,000) | (1,817,000) | ||
Discount accretion on related party receivable | 258,000 | |||||
Loss before income taxes | (748,000) | (2,418,000) | (2,430,000) | (7,602,000) | ||
Income tax benefit (provision) | (10,220,000) | 394,000 | (7,985,000) | 704,000 | ||
Net loss | (10,968,000) | (2,024,000) | (10,415,000) | (6,898,000) | ||
Operating Segments [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Consolidated Adjusted EBITDA | (1,908,000) | 5,620,000 | 9,785,000 | 13,475,000 | ||
Corporate And Eliminations [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Consolidated Adjusted EBITDA | $ (1,734,000) | $ (2,549,000) | $ (4,410,000) | $ (6,272,000) |
Segment Information (Disaggrega
Segment Information (Disaggregation Of Revenue By Geographic Region) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2020 | May 31, 2019 | May 31, 2020 | May 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 37,105 | $ 56,006 | $ 149,463 | $ 160,191 |
Americas [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 32,788 | 44,919 | 119,545 | 125,676 |
Asia Pacific [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,759 | 7,914 | 19,987 | 24,592 |
Europe/Middle East/Africa [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 1,558 | $ 3,173 | $ 9,931 | $ 9,923 |
Segment Information (Disaggre_2
Segment Information (Disaggregation Of Revenue By Type Of Service) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2020 | May 31, 2019 | May 31, 2020 | May 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 37,105 | $ 56,006 | $ 149,463 | $ 160,191 |
Corporate And Eliminations [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,421 | 1,517 | 5,309 | 4,190 |
Services And Products [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 11,615 | 31,763 | 68,045 | 87,763 |
Subscriptions [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 22,251 | 18,927 | 64,721 | 55,097 |
Royalties [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,152 | 3,799 | 13,037 | 13,141 |
Royalties [Member] | Corporate And Eliminations [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 334 | 1,649 | ||
Leases And Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,087 | 1,517 | 3,660 | 4,190 |
Leases And Other [Member] | Corporate And Eliminations [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,087 | 1,517 | 3,660 | 4,190 |
Operating Segments [Member] | Enterprise Division [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 27,468 | 43,401 | 113,964 | 124,869 |
Operating Segments [Member] | Education Practice [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 8,216 | 11,088 | 30,190 | 31,132 |
Operating Segments [Member] | Direct Offices [Member] | Enterprise Division [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 26,760 | 40,387 | 106,844 | 115,271 |
Operating Segments [Member] | International Licensees [Member] | Enterprise Division [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 708 | 3,014 | 7,120 | 9,598 |
Operating Segments [Member] | Services And Products [Member] | Enterprise Division [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 10,242 | 26,698 | 60,137 | 76,198 |
Operating Segments [Member] | Services And Products [Member] | Education Practice [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,373 | 5,065 | 7,908 | 11,565 |
Operating Segments [Member] | Services And Products [Member] | Direct Offices [Member] | Enterprise Division [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 10,051 | 26,295 | 58,946 | 74,405 |
Operating Segments [Member] | Services And Products [Member] | International Licensees [Member] | Enterprise Division [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 191 | 403 | 1,191 | 1,793 |
Operating Segments [Member] | Subscriptions [Member] | Enterprise Division [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 15,965 | 13,363 | 45,425 | 38,453 |
Operating Segments [Member] | Subscriptions [Member] | Education Practice [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6,286 | 5,564 | 19,296 | 16,644 |
Operating Segments [Member] | Subscriptions [Member] | Direct Offices [Member] | Enterprise Division [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 15,965 | 13,363 | 45,425 | 38,453 |
Operating Segments [Member] | Royalties [Member] | Enterprise Division [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,261 | 3,340 | 8,402 | 10,218 |
Operating Segments [Member] | Royalties [Member] | Education Practice [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 557 | 459 | 2,986 | 2,923 |
Operating Segments [Member] | Royalties [Member] | Direct Offices [Member] | Enterprise Division [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 744 | 729 | 2,473 | 2,413 |
Operating Segments [Member] | Royalties [Member] | International Licensees [Member] | Enterprise Division [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 517 | $ 2,611 | $ 5,929 | $ 7,805 |
Investment In FC Organization_2
Investment In FC Organizational Products (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
May 31, 2020 | Feb. 29, 2020 | May 31, 2020 | Nov. 04, 2019 | Aug. 31, 2019 | |
Related Party Transaction [Line Items] | |||||
Receivable from related party | $ 3.2 | ||||
Note receivable purchased from FCOP's third-party bank | $ 2.6 | ||||
Minimum royalties | $ 1.3 | $ 1.3 | |||
Term of license agreement | 30 years | ||||
License Contract [Member] | |||||
Related Party Transaction [Line Items] | |||||
Capitalized contract cost | $ 3.2 | $ 3.2 | |||
FCOP [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percent ownership interest in related party | 19.50% | 19.50% | |||
Receivable from related party | $ 1 | ||||
FPC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Receivable from related party | $ 1.3 | $ 1.3 | |||
Cash from related parties | $ 1.9 | ||||
Royalty revenue | $ 0.3 | $ 1.6 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - Credit 2019 Agreement [Member] - First Modification Agreement [Member] - Subsequent Event [Member] - USD ($) $ in Millions | Jul. 08, 2020 | Jul. 07, 2020 |
Subsequent Event [Line Items] | ||
Capital expenditures | $ 8.5 | |
Domestic cash balances, prohibited holding amount | $ 5 | |
Percentage added to LIBOR rate | 3.00% | 1.85% |
Unused credit commitment fee | 0.50% | 0.20% |
Minimum [Member] | August 31, 2020 Through May 31, 2021 [Member] | ||
Subsequent Event [Line Items] | ||
Minimum liquidity | $ 13 | |
Minimum [Member] | May 31, 2021 [Member] | ||
Subsequent Event [Line Items] | ||
Minimum liquidity | $ 8 |
Subsequent Events (Schedule Of
Subsequent Events (Schedule Of Minimum Adjusted EBITDA) (Details) - Subsequent Event [Member] $ in Thousands | Jul. 08, 2020USD ($) |
August 31, 2020 [Member] | |
Subsequent Event [Line Items] | |
Minimum Adjusted EBITDA | $ 11,000 |
November 30, 2020 [Member] | |
Subsequent Event [Line Items] | |
Minimum Adjusted EBITDA | 8,500 |
February 28, 2021 [Member] | |
Subsequent Event [Line Items] | |
Minimum Adjusted EBITDA | 5,000 |
May 31, 2021 [Member] | |
Subsequent Event [Line Items] | |
Minimum Adjusted EBITDA | $ 15,000 |