UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

November 1, 2020

FRANKLIN COVEY CO.

(Exact name of registrant as specified in its charter)

Commission File No. 1-11107

2200 West Parkway Boulevard

Salt Lake City, Utah  84119-2099

(Address of principal executive offices)(Zip Code)

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

Former name or former address, if changed since last report: Not Applicable

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company □

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □

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Item 2.02     Results of Operations and Financial Condition

On November 5, 2020, Franklin Covey Co. (the Company) announced its financial results for the fourth quarter of fiscal 2020 and full fiscal year, which ended on August 31, 2020.  A copy of the earnings release is being furnished as exhibit 99.1 to this current report on Form 8-K.

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

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective November 1, 2020, Scott J. Miller transitioned from his role as Executive Vice-President of Thought Leadership at Franklin Covey Co. to that of an independent contractor and senior advisor to the Company’s thought leadership and marketing operations.  In this new role, Mr. Miller will continue to oversee the Company’s thought leadership and marketing operations, while also having the opportunity to become an author and speaker for the Company’s titles, and non-competitively for his own works.  Mr. Miller has served as an executive since March 2012, and has been instrumental in the development of the Company’s offerings and marketing activities.

In connection with this transition, the Company and Mr. Miller signed a severance agreement, an independent contractor agreement, and an intellectual property agreement.  The severance agreement is attached hereto as exhibit 10.1; the independent contractor agreement is attached as exhibit 10.2; and the intellectual property agreement is attached as exhibit 10.3.  The contents of these exhibits are incorporated by reference herein.

Item 7.01     Regulation FD Disclosure

On October 22, 2020, the Company announced that it would host a discussion for shareholders and the financial community to review its financial results for the fourth quarter of fiscal 2020 and full fiscal year, which ended on August 31, 2020.  The discussion is scheduled to be held on Thursday, November 5, 2020, at 5:00 p.m. Eastern Time (3:00 p.m. Mountain Time).

Interested persons can participate by dialing 800-446-2782 (International participants may dial 847-413-3235), access code: 49992976.  Alternatively, a webcast will be accessible at the following Web site: https://edge.media-server.com/mmc/p/idnvz4jm.  The webcast will remain accessible through November 19, 2020 on the Investor Relations area of the Company’s website at www.franklincovey.com.

Item 9.01     Financial Statements and Exhibits

(d)  Exhibits

SIGNATURES

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

This Separation Agreement and General Release (hereinafter "Agreement") is offered to Scott Miller (hereinafter "Employee") this 1^st day of November, 2020 by Franklin Covey Co., (hereinafter "FranklinCovey").

Employee's employment with FranklinCovey will be terminated effective October 31, 2020 ("Termination Date").  In exchange for the consideration described herein, FranklinCovey is willing to provide Employee with severance compensation which Employee is not otherwise entitled to receive as set forth below.

NOW THEREFORE, in consideration of the mutual covenants and conditions set forth below, and intending to be legally bound thereby, FranklinCovey and Employee covenant and agree as follows:

1. Severance Benefits.

a. Salary Continuation: In addition to any compensation otherwise due Employee, Employee shall receive severance compensation in the gross amount of $480,769.23.  The severance payment shall be payable as a single lump sum amount (less all customary federal, state, and local taxes and other withholdings which Employee would not otherwise be entitled to receive) on FranklinCovey’s first regular payday following the expiration of the 7-day revocation period referenced in Paragraph 4.d. hereof.  Employee shall not be entitled to accrue any additional leave or other benefits subsequent to Termination Date.

b. Incentive Plans:  Employee has received his portion of FranklinCovey’s short term incentive plan (“STIP”) for fiscal year 2020.  Further, Employee shall receive stock compensation related to FranklinCovey’s long-term incentive plans (“LTIP”) that are determined to have vested prior to the Termination Date.  Employee forfeits all other rights related to all other outstanding LTIP awards and will receive no further LTIP awards.

c. COBRA & Other Benefits: If Employee chooses to elect COBRA coverage, FranklinCovey will pay employee's COBRA premiums for a total of 50 weeks based on Employee’s current participation in FranklinCovey's medical and dental benefit elections.  COBRA severance benefits under this paragraph shall be paid by FranklinCovey directly to FranklinCovey's COBRA administrator. If there is a change in family status during Employee's COBRA eligibility, or if there is a new COBRA qualifying event, FranklinCovey's contributions to your coverage payment will remain fixed or be reduced if the qualifying event decreases the premium amount. Any COBRA coverage ends for Employee and dependants when new health or dental coverage becomes effective.  Employee must notify FranklinCovey of the effective date of any new coverage. All other benefits terminate as of the Termination Date.  FranklinCovey will not reimburse employee for any medial or dependant care flexible spending plan premiums or contributions.

2. Release.  In exchange for the severance compensation described in Paragraph 1 above, Employee hereby fully and forever unconditionally releases and discharges FranklinCovey, all of its past and present parent, subsidiary, affiliated and related corporations, their predecessors, successors and assigns, together with their divisions and departments, and all past or present officers, directors, employees, insurers and agents of any of them (hereinafter referred to collectively as "Releasees"), and Employee covenants not to sue or assert against Releasees, for any purpose, any or all claims, administrative complaints, demands, actions and causes of action, of every kind and nature whatsoever, whether at law or in equity, and both negligent and intentional, arising from or in any way related to Employee's employment by FranklinCovey, based in whole or in part upon any act or omission, occurring on or before the date of this general release, without regard to Employee's present actual knowledge of the act or omission, which Employee may now have, or which she, or any person acting on Employee's behalf may at any future time have or claim to have, including specifically, but not by way of limitation, matters which may arise at common law or under federal, state or local laws, including but not limited to the Fair Labor Standards Act, the Employee Retirement Income Security Act, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act, the Utah Labor Code and any other state or federal laws, excepting only any claim for worker's compensation, unemployment compensation and COBRA rights.  Employee does not waive or release any rights arising after the date of execution of this Agreement.

FranklinCovey hereby fully and forever releases and discharges Employee from any and all claims, demands, actions, causes of action, judgments and liabilities of any kind or nature whatsoever in law, equity or otherwise, whether known or unknown, suspected or unsuspected, which have existed or may have existed or which do exist, including, but not limited to, those which may be based in whole or in part on, or may arise from or are or may be related to Employee’s employment with FranklinCovey and the termination thereof, from the beginning of time to the date of the signing of this Agreement.  Notwithstanding the foregoing, Employee agrees and understands that he remains subject to FranklinCovey’s executive officer incentive payment clawback policy.

3. Employee Obligations and Covenants to FranklinCovey.

a. Representations and Warranties:  Miller hereby represents and warrants that (1) he is unaware of any conduct or actions, whether involving himself or not, that could give rise to a whistleblower action involving FranklinCovey; (2) he is unaware of anything in his conduct or behavior, or the conduct or behavior of anyone else, that could give rise to a future claim involving FranklinCovey; and (3) he has made FranklinCovey aware of all facts and circumstances of which he is aware that could give rise to a claim against FranklinCovey.

b. Deductions from Severance: All debts owed by Employee to FranklinCovey shall be deducted from the severance amount payable under this Agreement.  Debts include, without limitation, loans or advances made to Employee, personal expenses incurred by Employee by Employee's use of FranklinCovey instruments and facilities, such as calling cards, long distance charges, credit card charges, lunch room expenses, store purchases, and any overpayments made to Employee.

c. Return of FranklinCovey Property: All FranklinCovey property issued to or in Employee's possession must be returned to FranklinCovey on or before the Termination Date.  FranklinCovey property includes, without limitation, access cards, keys, computers, cellular phones, databases, discs, client lists, books, credit cards, video tapes, etc.  Notwithstanding the foregoing, for so long as Employee has a valid independent contractor agreement with FranklinCovey, Employee may continue to use his FranklinCovey-issued laptop computer and FranklinCovey email address.  Employee acknowledges that he will no longer have access to certain FranklinCovey computer drives or systems.

d. Confidentiality, Non-Solicitation & Non-Disparagement: During Employee's employment, Employee has obtained information or knowledge which is confidential and/or proprietary in nature concerning FranklinCovey's business, operations, services, products or equipment.  As a condition of receiving the severance pay set forth in Paragraph 1 above, Employee covenants and agrees as follows:

(1) Confidential Information:  Employee hereby acknowledges that Employee remains subject to and agrees to abide by any and all existing duties and obligations respecting confidential and/or proprietary information of FranklinCovey.  Employee shall not disclose or assist others in using or disclosing any proprietary information or documents, including, without limitation, customer lists, vendor and supplier lists, or any other confidential or proprietary information to compete or to assist others to compete, either directly or indirectly, with the business of FranklinCovey.

(2) Non-Solicitation of Customers, Clients, Employees & Contractors: Beginning upon execution of this Agreement and extending to the latest of (a) two (2) years following the Termination Date, (b) the termination of the Independent Contractor Agreement dated November 1, 2020, or (c) the termination of the Intellectual Property Agreement dated November 1, 2020, Employee shall not contact any FranklinCovey client, vendor or supplier for the purpose of selling or distributing products or services that compete, directly or indirectly, with those offered by FranklinCovey, unless Employee obtains the express written permission of FranklinCovey.  Employee shall not induce any employee of FranklinCovey to terminate his/her employment with FranklinCovey for any reason, or hire or solicit any independent contractor under contract with FranklinCovey or encourage any independent contractor to terminate such relationships with FranklinCovey.

(3) Non-Disparagement: Employee agrees that Employee will not make any statements that disparage, demean or criticize FranklinCovey, its directors, officers, managers, employees, business practices, strategies, products or services.  Nothing in this provision shall prevent Employee from making a truthful statement under oath as a witness in a proceeding by a court of competent jurisdiction or administrative agency.

FranklinCovey agrees that its Board Members, Executive level employees and managers will not make any statements that disparage, demean or criticize Employee.  Nothing in this provision shall prevent FranklinCovey’s employees from making a truthful statement under oath as a witness in a proceeding by a court of competent jurisdiction or administrative agency.

a. FranklinCovey hereby advises Employee in writing, and Employee acknowledges and represents that Employee is hereby advised to consult with an attorney prior to executing this Agreement.  Employee acknowledges and represents that Employee has had the opportunity to consult with an attorney before signing this Agreement, and Employee either has done so, or has voluntarily chosen not to consult with an attorney.  Employee acknowledges and represents that this Agreement is written in a manner which is understandable, and that this Agreement is entered into under Employee’s own free will and without duress or coercion from any person or entity.

b. Employee acknowledges and agrees that the release of claims under the Age Discrimination in Employment Act contained in this Agreement is given by Employee in exchange for consideration in addition to anything of value to which Employee may already be entitled.  Employee does not waive any rights or claims that may arise after the execution date of this Agreement.

c. FranklinCovey hereby informs Employee in writing, and Employee acknowledges and represents that Employee has been informed that Employee has twenty-one (21) days within which to consider this Agreement and that this Agreement will remain available for acceptance by Employee for this twenty-one (21) day period, commencing on the date this Agreement is provided to Employee.

d. FranklinCovey hereby informs Employee in writing, and Employee acknowledges and represents that Employee has been informed that Employee has the right to rescind this Agreement for a period of seven (7) days following the date upon which Employee executes this Agreement.  Should Employee choose to exercise this right, Employee agrees that any such notice must be provided to and received by FranklinCovey in writing prior to lapse of the seven-day revocation period.

e.         It is understood and agreed by the parties hereto that if Employee timely exercises Employee’s right of revocation under Paragraph 4.d. that FranklinCovey shall have no obligations whatsoever under this Agreement to Employee and that all of the obligations, representations and warranties made by FranklinCovey in this Agreement shall be null and void.

5. Confidentiality of Agreement.  Employee hereby acknowledges and agrees that the fact and existence of this Agreement, including all of it terms and provisions, is strictly confidential and shall not be disclosed to any person or entity other than as may be necessary to comply with federal or state tax laws.  Violation of this Confidentiality obligation shall result in a forfeiture of Employee's rights under this Agreement, and FranklinCovey shall have the right to immediately terminate the Intellectual Property Agreement dated November 1, 2020 and the Independent Contractor Agreement dated November 1, 2020.

GENERAL PROVISIONS

6. Non-Assignment of Rights.  Employee warrants that he/she has not assigned or transferred any right or claim described in the general release given in Paragraph 2 above.

7. No Reliance on Extraneous Information.  Employee acknowledges that, in signing this Agreement, Employee is not relying on any information provided to Employee by FranklinCovey, nor is Employee relying upon FranklinCovey to provide any information.

8. Modification.  No provision of this Agreement shall be amended, waived or modified except by an instrument in writing signed by the parties hereto.

9. Voluntary Execution.  Employee hereby represents that Employee has read and understands the contents of this Agreement, that no representations other than those contained herein have been made to induce Employee or to influence Employee to execute this Agreement, but that Employee executes this Agreement knowingly and voluntarily, after having been advised to seek independent legal counsel of Employee's own choosing.

10. Severance.  If any provision of this Agreement is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction for any reason, the invalid or unenforceable portion shall be deemed severed from this Agreement and the balance of this Agreement shall remain in full force and effect and be enforceable in accordance with the non-severed provisions of this Agreement.

11. Integration.  This Agreement contains the entire agreement between the parties and supersedes all prior agreements.  This Agreement shall not be amended or otherwise modified in any manner except in a writing executed by the parties hereto.  The parties further acknowledge that they are not relying on any information or representations other than those recited in this Agreement.

12. Rights of Non-Parties.  All persons or entities against whom claims are released or waived by this Agreement are either party to or intended beneficiaries of this Agreement and shall have the same right and ability to enforce the release or waiver provided by this Agreement as though a party and signatory hereto.

13. Right to Seek Legal Counsel.  Employee acknowledges that Employee has been, and hereby is, advised to seek legal counsel and to review this document with legal counsel of Employee's choice.  Employee acknowledges that this Agreement is written in a manner understandable to Employee.

14. Governing Law.  This Agreement has been entered into in the State of Utah and shall be governed by Utah Law.  Any action to interpret or enforce this Agreement shall be brought and maintained in the Third Judicial District Court for the State of Utah or the United States District Court for the District of Utah and the parties hereto expressly consent to the exercise of personal jurisdiction of such Courts with respect to any action to interpret or enforce this Agreement.

15. Binding Against Heirs.  This Agreement is binding upon the parties hereto and their heirs, successors and assigns.

16. Non-Waiver.  No failure to exercise or enforce or delay in exercising or enforcing, or partial exercise or enforcement of, any right, obligation or commitment under this Agreement shall constitute a waiver thereof, nor shall it preclude any other or further exercise or enforcement of any right, obligation or commitment under this Agreement.

17.              Signature by Counterparts.  This Agreement may be executed in one or more counterpart(s), each of which shall be valid and enforceable as an original signature as though all original signatures had been obtained on the signature page of this Agreement.

18. Facsimile Signatures.  A fully executed facsimile copy and/or photocopy of this Agreement is legally enforceable and binding the same as the original Agreement.

ACCEPTED AND AGREED:

Date:	November 3, 2020		/s/  Scott Miller
			EMPLOYEE

			FRANKLIN COVEY CO.
Date:	November 3, 2020		By:	/s/  Robert A. Whitman
			Its:	Chief Executive Officer

Exhibit 10.2

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (“Agreement”) is entered into by and between FRANKLIN COVEY CO. (“Franklin Covey”), with a principal place of business at 2200 W. Parkway Blvd., SLC, UT 84119, and SCOTT MILLER (“Contractor”), with a principal place of business at 235 A Street, Salt Lake City, 84103. Franklin Covey hereby engages Contractor, and Contractor agrees to be engaged as an independent contractor to perform the services described herein and on the attached Exhibit “A” (the “Services”) subject to the following terms and conditions:

1.

Franklin Covey shall have no responsibility for federal or state income tax withholding, FICA, worker’s compensation insurance, or any other state or federal payments for or on behalf of Contractor.  Contractor is personally liable for all income tax, FICA and other similar obligations incurred with respect to payments made by Franklin Covey to Contractor pursuant to this Agreement and on the earnings paid to any workers hired by Contractor, and shall indemnify, defend and hold Franklin Covey harmless from and against any such (alleged or actual) losses, damages, liabilities, claims or obligations.

2.	Unless stated in this Agreement or another written agreement between Contractor and Franklin Covey, Contractor will not be eligible to participate in any medical, health, life, disability, or other insurance programs or other benefits provided by Franklin Covey to its regular employees.

3.	Unless stated in another written agreement between Contractor and Franklin Covey, Contractor will be paid only for Services performed under this Agreement up to and including the last date Contractor provides Services pursuant to this Agreement.

4.

Except as provided on Exhibit “A” attached hereto or as otherwise agreed by the parties in writing, Contractor shall (i) provide all equipment and materials necessary to perform the Services, and (ii) have the right to perform the Services in the manner and using the means Contractor in his or her sole discretion deems necessary and appropriate.

5.

Contractor’s title shall be Senior Advisor, Thought Leadership.  Although Contractor has certain management and supervisory responsibilities as set forth in Exhibit A, Contractor acknowledges and agrees that he does not have signing authority for Franklin Covey and shall not hold himself out to third parties as having signing authority for Franklin Covey.  Contractor acknowledges and agrees that he does not have the authority/responsibility to approve Franklin Covey expenses.

6.

Contractor shall be paid for Services rendered pursuant to this Agreement as described herein and on the attached Exhibit “A” and at the prices described herein and on Exhibit “B” and shall not be entitled to any other compensation or benefits during the term of this Agreement or following its termination, unless stated in another written agreement.  Contractor shall also agree to and sign the other forms attached hereto as Exhibits C.

7.

Unless stated in another written agreement between Contractor and Franklin Covey, Contractor agrees all Services performed by Contractor are “works for hire,” and all deliverables, whether tangible or intangible, shall be the sole and exclusive property of Franklin Covey and Consultant agrees to execute any document that asserts that right and transfer of ownership.

8.

In the event Contractor delivers a keynote paid for by a Franklin Covey client, Contractor shall receive the standard consultant keynote rate, determined as follows: (a) if Franklin Covey charges the client $7,500 or more for the keynote, the standard consultant rate is twenty-seven percent (27%) of the amount charged to the client for the keynote; and (b) if Franklin Covey charges the client less than $7,500 for the keynote, the standard consultant rate is $1,800.  In the event Franklin Covey utilizes Contractor to deliver in-person field marketing events for which Franklin Covey would have otherwise paid a Franklin Covey consultant, Contractor shall be paid the normal Franklin Covey internal consultant rate for employees of a similar level of experience and qualification  In the event Contractor delivers a keynote sold by Franklin Covey and the subject of the keynote is intellectual property owned by Contractor, Franklin Covey shall receive the revenue from the client, and Contractor shall be paid fifty percent (50%) of the revenue received from the client.

9.

In the event Contractor desires to engage in any business activities outside of this Agreement, during the term of this Agreement (regardless of whether those activities relate to Franklin Covey), Contractor shall first disclose and discuss the proposed activity with Franklin Covey.  Contractor may only engage in the proposed business activity with the express written consent of Franklin Covey, which consent may be withheld in Franklin Covey’s sole discretion to protect Franklin Covey’s interests.

10.

Contractor shall not contract with or otherwise engage fulltime Franklin Covey employees to perform any non-Franklin Covey work, unless Contractor receives express written permission from Franklin Covey to allow such work.  In the event Contractor receives such express written permission from Franklin Covey, Contractor will reimburse Franklin Covey for the time worked by the Franklin Covey employee based on such employee’s calculated hourly rate.  Notwithstanding the foregoing, the restrictions in this paragraph do not apply to natural, normal, short conversations that take place between Contractor and Franklin Covey employees based on long term friendships, provided that no Franklin Covey proprietary information is exchanged or discussed.

11.	Contractor shall be responsible for his or her own business expenses incurred in rendering the Services pursuant to this Agreement except as outlined in Exhibit B below.

12.

The term of this Agreement shall be effective with the date given below and continue in full force and effect for an initial term of three (3) years.  Either party may terminate this Agreement at any time by giving six (6) months written notice to the other party of the intent to terminate. Franklin Covey may terminate the Agreement immediately upon any of the following: (a) Contractor declares bankruptcy; (b) Contractor is charged with a felony; (c) Contractor performs unauthorized actions on behalf of Franklin Covey; (d) if, after diligent inquiry and in good faith, Franklin Covey determines that Contractor is the subject of a credible accusation of a felony or any crime involving perjury, fraud, or sexual misconduct; (e) Contractor is the subject of a credible accusation that is reasonably considered to be severely damaging to Contractor’s or Franklin Covey’s reputation; (f) Contractor materially breaches this Agreement, including exceeding the Franklin Covey Thought Leadership budget, the Separation Agreement and General Release dated November 1, 2020, or the Intellectual Property Agreement dated November 1, 2020; or (g) Contractor engages with industries that sell goods or services with which Franklin Covey does not want to be associated (provided however, that Franklin Covey will provide Contractor with notice of any such objection and provide Contractor a reasonable amount of time and opportunity to dissociate with said industry).  Upon termination, Contractor shall return to Franklin Covey all Franklin Covey equipment and confidential information supplied by Franklin Covey to Contractor, including but not limited to, manuals, DVDs, CD’s and all material pertaining to Franklin Covey’s training programs and remove all of the foregoing (e.g., materials, DVDs, CDs, data embedded in or found on Contractor’s equipment, etc.).  Upon termination of this Agreement for any reason, Franklin Covey shall pay Contractor for the Services rendered prior to the date of termination, and Contractor agrees that he is not entitled to any further payment, including but not limited to a severance payment or liquidated damages payment.

13.	Contractor represents that he has the training, expertise, and experience necessary to perform the Services and he routinely holds himself out to the business community as a qualified provider of services similar to the Services.

14.	Contractor warrants the Services shall not infringe the proprietary or intellectual property rights of others.  Contractor further warrants he or she shall not use or disclose to Franklin Covey any third party confidential information without prior written authorization.

15.

Contractor shall indemnify, hold harmless and defend Franklin Covey from any liability, loss, damage, claim or expense, including costs and attorneys’ fees, that result from (a) the negligent or willful act or omission of Contractor or his agents or representatives while performing the Services or while on Franklin Covey’s premises, and (b) Contractor’s breach of any warranty hereunder.

16.	At all times while on Franklin Covey’s premises or a client’s premises, Contractor shall conduct himself in a business-like manner and observe all Franklin Covey policies and procedures or those of a client.

17.

Contractor agrees that he shall abide by the employee handbook and guidelines found on Franklin Covey’s Enable Greatness Intranet Website.  Contractor will be provided a user ID and password to log on and have access to all Franklin Covey policies.  The handbook is located under People Services/Policy Handbook.

18.

Contractor acknowledges that Franklin Covey owns all Franklin Covey products, programs, processes, materials, content, DVDs, CDs, and methodologies, including all copyright, patent and trademark rights belonging thereto.  Contractor agrees to maintain in confidence all company- or client-related information that Contractor may receive as a result of his relationship with Franklin Covey, including, but not limited to, Franklin Covey strategy information, business models, or financial results.  Further, Contractor agrees that he will not disclose to anyone, for any reason, or use directly or indirectly to compete with Franklin Covey, any confidential information, including, without limitation, client information, client and prospective client lists, trade secrets, etc., that may be accessible to Contractor in connection with his working relationship with Franklin Covey.

19.

Contractor agrees that Contractor will not make any statements that disparage, demean or criticize Franklin Covey, its directors, officers, managers, employees, business practices, strategies, products or services.  Nothing in this provision shall prevent Contractor from making a truthful statement under oath as a witness in a proceeding by a court of competent jurisdiction or administrative agency.

20.

Nothing contained in this Agreement shall be deemed or construed by the parties hereto or by any third party to create the relationship of employer and employee, it being expressly understood and agreed that neither any provision contained in this Agreement nor any act or acts of the parties hereto shall be deemed to create any relationship between Franklin Covey and Contractor other than the relationship of a contracting party and an independent contractor.

21.	Contractor may not assign, delegate or subcontract any rights or obligations under this Agreement without Franklin Covey’s prior written approval.

22.

Except for the purchase of COBRA insurance for a limited period as set forth in the Separation Agreement and General Release between Franklin Covey and Contractor, Franklin Covey shall not provide any insurance coverage of any kind for Consultant or Consultant's employees or contract personnel. For engagements of 90 days or longer, Consultant may choose, at his sole discretion, to maintain a General Liability insurance policy of at least $1,000,000 to cover any negligent acts committed by Consultant or Consultant's employees or agents while performing services under this Agreement.

23.	Although Contractor acknowledges that he is a representative of Franklin Covey, Contractor has no right to incur obligations in the name of Franklin Covey or to represent to any third party that he has the authority to act in the name of Franklin Covey.

24.

Notices required under this Agreement shall be in writing and effective upon (a) personal delivery to Contractor, (b) confirmation of fax sent to the recipient’s last known fax number, (c) confirmation of email sent to recipient’s last known email address, or (c) three days after being deposited postage prepaid in the U.S. mail to the recipient’s last known address.

25.

Contractor agrees that any materials, videos, documents, content, media, footage, and/or any other information that belongs to Franklin Covey but is transferred to or used on Contractor’s computer, laptop, digital device, video recorder, or mobile phone (and the like) will be removed by Contractor from such device upon termination of this Agreement.

26.

This Agreement supersedes all previous and contemporaneous agreements, oral agreements, and/or contracts between Contractor and Franklin Covey regarding the subject matter of this Agreement.  For clarity, this Agreement does not supersede the following agreements between the parties: Separation Agreement and General Release dated November 1, 2020; and Intellectual Property Agreement dated November 1, 2020.

27.	This Agreement shall be interpreted according to the laws of the State of Utah.

Signatures

If Agreement Is Faxed or Emailed:

Consultant and FranklinCovey agree this Agreement will be considered signed when the signature of a party is delivered by facsimile or email transmission. Signatures transmitted by facsimile or email shall have the same effect as original signatures.

EXHIBIT A

Description of Services: To assist in the performance of Services hereunder, Contractor may continue to his Franklin Covey-issued laptop.  Contractor will report to Paul Walker.  Contractor will lead specified thought leadership functions, including performing the following services (which may be modified and/or expanded from time to time based on mutual agreement of the parties):

Exhibit B

Payment to Contractor

 In exchange for the Services to be rendered by Contractor, Franklin Covey shall pay Contractor as follows:

a)

Beginning on September 1, 2020 and continuing through the date on which Contractor’s employment with Franklin Covey is terminated (“Employment Termination Date”), Franklin Covey shall pay Contractor his base salary from Fiscal Year 2020.  From the Employment Termination Date through the end of the fiscal year ending August 31, 2021, Franklin Covey shall pay Contractor a prorated portion of an annualized $250,000.

b)	For each fiscal year thereafter, and for so long as the Agreement is in effect, Franklin Covey shall pay Contractor $200,000 annually, unless otherwise agreed to in writing by the parties.

Franklin Covey shall pay Contractor on a monthly basis.

Exhibit 10.3

INTELLECTUAL PROPERTY AGREEMENT

This Intellectual Property Agreement (“Agreement”) is made this 1st day of November, 2020 (“Effective Date”) by and between Franklin Covey Co. (“FranklinCovey”), a Utah corporation, and Scott Jeffrey Miller (“Miller”).  FranklinCovey and Miller may be referred to individually as a “party” and collectively as the “parties.”

If FranklinCovey provides such written permission, Miller shall obtain further written permission from FranklinCovey, which may be withheld in Franklin Covey’s sole discretion to protect Franklin Covey’s interests, to continue after the manuscript for the Future Mess to Success Work has been provided to FranklinCovey and prior to publication of the Future Mess to Success Work.   FranklinCovey shall use commercially reasonable efforts to complete this step of the review and approval process within thirty (30) days.

In the event FranklinCovey does not grant Miller permission for the Future Mess to Success Work at any point, Miller shall cease all work on the Future Mess to Success Work and not develop, publish, or otherwise produce the Future Mess to Success Work.  In the event Miller obtains from FranklinCovey the permissions required herein, Miller and FranklinCovey will work in good faith and in an open and transparent manner to agree upon the scope of activities, on a case by case basis, in which Miller  may engage related to the Future Mess to Success Work (e.g., coaching, keynotes, training, etc.).

 If FranklinCovey provides such written permission, Miller shall obtain further written permission from FranklinCovey, which permission may be withheld in FranklinCovey’s sole discretion and judgment to protect Franklin Covey’s interests, to continue after the manuscript for the Master Mentors Book has been provided to FranklinCovey and prior to publication of the Master Mentors Book.  FranklinCovey shall use commercially reasonable efforts to complete this step of the review and approval process within thirty (30) days.

In the event FranklinCovey does not grant Miller permission for the Master Mentors Book at any point, Miller shall cease all work on that Master Mentors Book and not develop, publish, or otherwise produce the Master Mentors Book.  In the event Miller obtains from FranklinCovey the permissions required herein, Miller and FranklinCovey will work in good faith and in an open and transparent manner to agree upon the scope of activities, on a case by case basis, to agree upon the scope of activities in which Miller may engage related to the Master Mentors Books (e.g., coaching, keynotes, training, etc.)  Further, Miller shall obtain from each person discussed or identified (whether by name, title, position, or otherwise) in the Master Mentors Books all necessary permissions for such use which shall be in writing, and Miller shall provide such persons the opportunity to review and approve the content Miller intends to publish about them.  Miller shall provide FranklinCovey with copies of all written permissions obtained by Miller.

Miller shall be entitled to one hundred percent (100%) of any worldwide book advances received from publishers for Future Mess to Success Works and shall also be entitled to one hundred percent (100%) of the worldwide book royalties received from the sales of Future Mess to Success Works.  Miller shall also be entitled to one hundred percent (100%) of the revenue received from sales of non-book and non-service Future Mess to Success Works (i.e., consumer and other products).

ACCEPTED AND AGREED:

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Exhibit 99.1

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

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FRANKLIN COVEY REPORTS FOURTH QUARTER AND FISCAL YEAR 2020 RESULTS

Net Income and Adjusted EBITDA for the Fourth Quarter Exceed Expectations

Company’s Powerful Subscription Business Growth Engine, Including the All Access Pass and Leader in Me Membership, Show Continued Strong Growth, High Revenue Retention, and Durability with Clients

Liquidity, Financial Position, and Cash Flows From Operating Activities Remain Strong at August 31, 2020

Salt Lake City, Utah – Franklin Covey Co. (NYSE: FC), a global performance improvement company that creates, and on a subscription basis, distributes world-class content, training, processes, and tools that organizations and individuals use to achieve systemic changes in human behavior to transform their results, today announced financial results for its fourth quarter of fiscal 2020 and full fiscal year, which ended on August 31, 2020.

While the Company’s fourth quarter 2020 results were impacted by the COVID-19 pandemic, the Company was pleased that due to the continued strength of its subscription business and its quick pivot to delivering content live-online and through other digital modalities, its fourth quarter financial results were better-than-expected.  The Company’s revenues were favorably impacted by the continued strength of its subscription business, driven by the All Access Pass (AAP) in the Enterprise Division and the Leader in Me membership in the Education Division.  Throughout the pandemic, the Company’s AAP sales have been strong and resilient.  During the third and fourth quarters of fiscal 2020, All Access Pass sales grew 15% compared with the prior year, and both Pass sales to new logos and multi-year contract sales increased over the prior year.  Fiscal 2020 AAP revenue retention also remained strong at over 90% for the year.  Following the initial impact of the pandemic, the Company’s U.S.\Canada and governmental clients quickly transitioned to the Company’s live-online and digital delivery options, and by July the Company’s booking pace for add-on coaching and services was equal to that achieved in prior year and then exceeded last year’s pace through August.  The Company remains optimistic that sales and revenue retention for All Access Pass subscription sales, and the booking pace for All Access Pass-related add-on services will continue to be strong in both the current and future periods.   The Company’s China and Japan direct offices and its licensee partners are all in transition to selling AAP almost exclusively.  However, because most of these operations had just started to sell the All Access Pass, they did not have a strong base of subscription revenue at the onset of the pandemic.  As a result, these operations were highly dependent upon the in-person delivery of content and training.  Stay-at-home restrictions made it necessary to reschedule nearly all of their training engagements and sales declined disproportionately at these operations.  However, these offices’ sales began to improve in the fourth quarter, and the Company is optimistic that international momentum will continue to rebuild in fiscal 2021.  Despite the uncertainties in educational funding during the pandemic, nearly 2,200 schools renewed their Leader in Me memberships and the Company added 320 new schools to the Leader in Me program.  The Company believes this performance from the Education Division was remarkable in the current environment.

Through continued subscription business strength, recovering services revenue, improved margins, and lower costs, the Company was able to exceed expectations for net income and adjusted earnings before interest, income taxes, depreciation, and amortization (Adjusted EBITDA).  In addition, the Company’s liquidity, financial position, and cash flows from operating activities remained strong at August 31, 2020.

The following is a summary of key financial results for the quarter ended August 31, 2020:

this number was lower than in last year’s fourth quarter due to the tremendous disruption and uncertainties that schools have faced.  On the other hand, the Leader in Me membership subscription business remained strong, with nearly 2,200 schools renewing their Leader in Me subscriptions (a higher number than in fiscal 2019).  As a result, total subscription revenue from Leader in Me memberships increased 11% for the year ended August 31, 2020, compared with fiscal 2019.  The Company continues to be encouraged by the acceptance and resilience of its subscription and subscription-related services during the pandemic and believes this strength sets a solid foundation for fiscal 2021.

◾

Deferred Subscription Revenue and Unbilled Deferred Revenue:  For the quarter ended August 31, 2020, the Company’s reported subscription revenue increased $2.2 million, or 11% compared with the fourth quarter of fiscal 2019.  At August 31, 2020, the Company had $60.6 million of deferred subscription revenue on its balance sheet compared with $58.2 million of deferred subscription revenue at August 31, 2019.  At August 31, 2020, the Company had $39.6 million of unbilled deferred revenue, a 32%, or $9.7 million, increase compared with $29.9 million of unbilled deferred revenue at August 31, 2019.  Unbilled deferred revenue represents business that is contracted but unbilled, and excluded from the Company’s balance sheet.

◾

Gross profit:  Fourth quarter 2020 gross profit totaled $37.9 million compared with $47.5 million in the prior year and declined primarily due to a decrease in services sales compared with fiscal 2019.  The Company’s gross margin for the quarter ended August 31, 2020 improved 437 basis points to 77.3% of sales compared with 72.9% in the fourth quarter of fiscal 2019, reflecting increased subscription and decreased onsite and facilitator revenues in the overall mix of sales.

◾

Operating Expenses:  The Company’s operating expenses for the quarter ended August 31, 2020 decreased $4.7 million compared with fiscal 2019, which was primarily due to decreased selling, general, and administrative (SG&A) expenses and reduced stock-based compensation expense.  Decreased SG&A expense was primarily related to decreased variable compensation such as commissions, bonuses, and incentives; decreased travel and entertainment; and cost savings from various other areas of the Company’s operations.  The Company reevaluates its stock-based compensation instruments at each reporting date.  Due to the adverse impact of COVID-19 and uncertainties related to the timing of the expected recovery, the Company determined that certain tranches of previously granted performance awards would not vest prior to their expiration.  No stock-based compensation expense was recorded for these tranches during the fourth quarter of fiscal 2020.  Partially offsetting these decreased costs were $1.6 million of costs to restructure certain information technology and central operational functions, marketing functions, and the investment in additional sales personnel that have been hired over previous quarters.  At August 31, 2020, the Company had 254 client partners compared with 245 client partners at August 31, 2019.

◾	Operating Income:  The Company reported $3.7 million of income from operations for the fourth quarter of fiscal 2020, compared with operating income of $8.7 million in the fourth quarter of the prior year.

◾

Income Taxes:  The Company’s income tax provision for the quarter ended August 31, 2020 was $2.2 million, compared with $2.3 million in the fourth quarter of fiscal 2019.  The increase in the effective income tax rate in the fourth quarter of fiscal 2020 was primarily due to $1.1 million of additional income tax expense from an increase in the valuation allowance against the Company’s deferred income tax assets.  In consideration of the relevant accounting literature, we reevaluated our valuation allowances in fiscal 2020.  As a result of cumulative pre-tax losses over the past three fiscal years, combined with the expected continued disruptions and negative impact to the Company’s business resulting from uncertainties related to the recovery from the pandemic, the Company was unable to overcome accounting guidance indicating that it is more-likely-than-not that insufficient taxable income will be available to realize all of its deferred tax assets before they expire.  These deferred tax assets consist primarily of foreign tax credit carryforwards and a portion of its net operating loss carryforwards.

◾	Net Income:  The Company reported net income of $1.0 million, or $.07 per diluted share, for the fourth quarter of fiscal 2020, compared with $5.9 million, or $0.41 per diluted share, in the fourth quarter of the prior year, reflecting the above-noted factors.

◾	Adjusted EBITDA:  Adjusted EBITDA for the fourth quarter was $8.9 million compared with $13.4 million in the fourth quarter of the prior year, reflecting the decrease in sales resulting from the COVID-19 pandemic.

After a strong start in the first half of fiscal 2020, which saw consolidated sales increase 8% over the first two quarters of fiscal 2019, the Company’s fiscal 2020 results were adversely affected by the impact of the COVID-19 pandemic on third and fourth quarter results.  Consolidated sales for the fiscal year ended August 31, 2020 were $198.5 million compared with $225.4 million in fiscal 2019, reflecting decreased services revenues as previously described.  The Company’s subscription revenues remained strong during fiscal 2020 and increased 16% compared with fiscal 2019.  Enterprise Division sales were $148.2 million, compared with $170.7 million in the prior year, and were primarily impacted by reduced international direct office sales and decreased international licensee sales as these operations had very little deferred subscription revenue at the onset of the pandemic.  Enterprise Division sales were also negatively impacted by reduced live onsite and facilitator revenues as offices and workplaces were closed and international economies were essentially shut down during the second half of fiscal 2020.  However, as previously mentioned, the booking pace for All Access Pass add-on services began to recover in the fourth quarter and the Company is optimistic about booking trends in current and future periods.  Education Division revenues were $43.4 million compared with $48.9 million in fiscal 2019, reflecting primarily that while the Education Division was able to add 320 new Leader in Me schools, this number was lower than in fiscal 2020 quarter due to the disruptions and uncertainties that schools have faced during the pandemic.  The Leader in Me membership subscription business remained strong, with nearly 2,200 schools renewing their Leader in Me subscriptions in fiscal 2020 (a higher number than in fiscal 2019).  Consolidated gross profit for fiscal 2020 totaled $145.4 million compared with $159.3 million in fiscal 2019.  Gross margin in fiscal 2020 improved 256 basis points to 73.3% of sales compared with 70.7% in the prior year, reflecting the impact of increased subscription revenues in the mix of total sales.

Operating expenses in fiscal 2020 decreased $14.3 million compared with fiscal 2019, primarily due to decreased SG&A expenses and decreased stock-based compensation expense.  SG&A expense decreased $10.6 million primarily due to decreased variable compensation costs including commissions, bonuses, and incentives from reduced sales; decreased travel and marketing expense; decreased expense related to contingent acquisition liabilities; and cost savings in various areas of the Company’s operations.  Stock-based compensation expense decreased $5.4 million due to the reevaluation of stock-based compensation awards in the third quarter of fiscal 2020 and reduced expense in the fourth quarter.  The Company’s income from operations for fiscal 2020 improved to $3.1 million compared with $2.7 million in fiscal 2019.  Including the impact of an $11.3 million increase in its deferred income tax asset valuation allowance (refer to discussion above) and a corresponding increase in the Company’s effective income tax rate, the Company reported a net loss of $(9.4) million, or $(0.68) per share, in fiscal 2020, compared with a $(1.0) million loss, or $(.07) per share, in fiscal 2019.  Adjusted EBITDA in fiscal 2020 was $14.3 million compared with $20.6 million for fiscal 2019, reflecting the impact of the COVID-19 pandemic on the Company’s third and fourth quarter results of operations.  In constant currency, the Company’s Adjusted EBITDA was $14.7 million in fiscal 2020.

Based on current expectations, including the duration and anticipated economic recovery from the COVID-19 pandemic, the Company expects Adjusted EBITDA to total between $20 million to $22 million in fiscal 2021.  The Company remains confident the strength of the All Access Pass and Leader in Me membership, which have driven Franklin Covey’s growth trajectory across recent years, and which have remained strong during the pandemic, will drive accelerated growth in fiscal 2021 and in the future.

On Thursday, November 5, 2020, at 5:00 p.m. Eastern (3:00 p.m. Mountain) Franklin Covey will host a conference call to review its financial results for the fourth quarter and fiscal year ended August 31, 2020.  Interested persons may participate by dialing 800-446-2782 (International participants may dial 847-413-3235), access code: 49992976.  Alternatively, a webcast will be accessible at the following Web site: https://edge.media-server.com/mmc/p/idnvz4jm.  The webcast will remain accessible through November 19, 2020 on the Investor Relations area of the Company’s Web site.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including those statements related to the Company’s future results and profitability and other goals relating to the growth and operations of the Company.  Forward-looking statements are based upon management’s current expectations and are subject to various risks and uncertainties including, but not limited to: general economic conditions; the severity and duration of global business disruptions from the COVID-19 outbreak; the ability of the Company to operate effectively during and in the aftermath of the COVID-19 pandemic; renewals of subscription contracts; the impact of new sales personnel; the impact of deferred revenues on future financial results; market acceptance of new products or services, including new AAP portal upgrades; the ability to achieve sustainable growth in future periods; and other factors identified and discussed in the Company’s most recent Annual Report on Form 10-K and other periodic reports filed with the Securities and Exchange Commission.  Many of these conditions are beyond the Company’s control or influence, any one of which may cause future results to differ materially from the Company’s current expectations, and there can be no assurance that the Company’s actual future performance will meet management’s expectations.  These forward-looking statements are based on management’s current expectations and the Company undertakes no obligation to update or revise these forward-looking statements to reflect events or circumstances subsequent to this press release.

This earnings release includes the concepts of adjusted earnings before interest, income taxes, depreciation, and amortization (Adjusted EBITDA) and “constant currency,” which are non-GAAP measures.  The Company defines Adjusted EBITDA as net income or loss excluding the impact of interest expense, income taxes, intangible asset amortization, depreciation, stock-based compensation expense, and certain other items such as adjustments to the fair value of expected contingent consideration liabilities arising from business acquisitions.  Constant currency is a non-GAAP financial measure that removes the impact of fluctuations in foreign currency exchange rates and is calculated by translating the current period’s financial results at the same average exchange rates in effect during the prior year and then comparing this amount to the prior year.

The Company references these non-GAAP financial measures in its decision making because they provide supplemental information that facilitates consistent internal comparisons to the historical operating performance of prior periods and the Company believes they provide investors with greater transparency to evaluate operational activities and financial results.  Refer to the attached table for the reconciliation of a non-GAAP financial measure, “Adjusted EBITDA,” to consolidated net loss, a related GAAP financial measure.

The Company is unable to provide a reconciliation of the above forward-looking estimate of non-GAAP Adjusted EBITDA to GAAP measures because certain information needed to make a reasonable forward-looking estimate is difficult to obtain and dependent on future events which may be uncertain, or out of the Company’s control, including the amount of AAP contracts invoiced, the number of AAP contracts that are renewed, necessary costs to deliver the Company’s offerings, such as unanticipated curriculum development costs, and other potential variables.  Accordingly, a reconciliation is not available without unreasonable effort.

Franklin Covey Co. (NYSE: FC) is a global public company, specializing in organizational performance improvement.  We help organizations achieve results that require lasting changes in human behavior.  Our world-class solutions enable greatness in individuals, teams, and organizations and are accessible through the FranklinCovey All Access Pass®.  These solutions are available across multiple delivery modalities, including online presentations, in 21 languages.  Clients have included organizations in the Fortune 100, Fortune 500, thousands of small and mid-sized businesses, numerous government entities, and educational institutions.  FranklinCovey has directly owned and licensee partner offices providing professional services in more than 160 countries and territories.

FRANKLIN COVEY CO.
Condensed Consolidated Statements of Operations
(in thousands, except per-share amounts, and unaudited)
		Quarter Ended								Fiscal Year Ended
		August 31,				August 31,				August 31,				August 31,
		2020				2019				2020				2019
Net sales		$	48,994			$	65,165			$	198,456			$	225,356
Cost of sales			11,140				17,663				53,086				66,042
Gross profit			37,854				47,502				145,370				159,314
Selling, general, and administrative			28,749				34,288				129,979				140,530
Stock-based compensation			887				1,749				(573	)			4,789
Restructuring costs			1,636				-				1,636				-
Depreciation			1,739				1,558				6,664				6,364
Amortization			1,102				1,179				4,606				4,976
Income from operations			3,741				8,728				3,058				2,655
Interest expense, net			(515	)			(534	)			(2,262	)			(2,063	)
Income before income taxes			3,226				8,194				796				592
Income tax provision			(2,246	)			(2,319	)			(10,231	)			(1,615	)
Net income (loss)		$	980			$	5,875			$	(9,435	)		$	(1,023	)
Net income (loss) per common share:
Basic		$	0.07			$	0.42			$	(0.68	)		$	(0.07	)
Diluted			0.07				0.41				(0.68	)			(0.07	)
Weighted average common shares:
Basic			13,876				13,974				13,892				13,948
Diluted			13,941				14,227				13,892				13,948
Other data:
Adjusted EBITDA(1)		$	8,909			$	13,403			$	14,284			$	20,606
(1)  The term Adjusted EBITDA (earnings before interest, income taxes, depreciation, amortization, stock-based
compensation, and certain other items) is a non-GAAP financial measure that the Company believes is useful
to investors in evaluating its results. For a reconciliation of this non-GAAP measure to a comparable GAAP
equivalent, refer to the Reconciliation of Net Income (Loss) to Adjusted EBITDA as shown below.

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FRANKLIN COVEY CO.
Condensed Consolidated Balance Sheets
(in thousands and unaudited)
		August 31,				August 31,
		2020				2019
Assets
Current assets:
Cash and cash equivalents		$	27,137			$	27,699
Accounts receivable, less allowance for
doubtful accounts of $4,159 and $4,242			56,407				73,227
Inventories			2,974				3,481
Prepaid expenses and other current assets			15,146				14,933
Total current assets			101,664				119,340
Property and equipment, net			15,723				18,579
Intangible assets, net			47,125				47,690
Goodwill			24,220				24,220
Deferred income tax assets			1,094				5,045
Other long-term assets			15,611				10,039
		$	205,437			$	224,913
Liabilities and Shareholders' Equity
Current liabilities:
Current portion of term notes payable		$	5,000			$	5,000
Current portion of financing obligation			2,600				2,335
Accounts payable			5,622				9,668
Deferred subscription revenue			59,289				56,250
Other deferred revenue			7,389				5,972
Accrued liabilities			22,628				24,319
Total current liabilities			102,528				103,544
Term notes payable, less current portion			15,000				15,000
Financing obligation, less current portion			14,048				16,648
Other liabilities			9,110				7,527
Deferred income tax liabilities			5,298				180
Total liabilities			145,984				142,899
Shareholders' equity:
Common stock			1,353				1,353
Additional paid-in capital			211,920				215,964
Retained earnings			49,968				59,403
Accumulated other comprehensive income			641				269
Treasury stock at cost, 13,175 and 13,087 shares			(204,429	)			(194,975	)
Total shareholders' equity			59,453				82,014
		$	205,437			$	224,913