FORM 8-K





FRANKLIN COVEY REPORTS STRONG SECOND QUARTER 2022 FINANCIAL RESULTS



Sales Increase 18% to $56.6 Million Compared with $48.2 Million in Fiscal 2021



All Access Pass Subscription and Subscription Services Sales Grow 29% to $32.0 Million,  Education Division Revenues Grow 31%



Sum of Billed and Unbilled Deferred Subscription Revenue Increases 24% to $119.3 Million



Operating Income and Adjusted EBITDA Exceed Expectations, Operating Income Increases to $3.5 Million and Adjusted EBITDA Increases 57% to $8.0 Million



Liquidity and Financial Position Remain Strong, Cash Flows Increase to $23.2 Million and Available Liquidity Increases to $76 Million



Company Increases Earnings Guidance for Fiscal 2022



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 second quarter of fiscal 2022, which ended on February 28, 2022.



Introduction



The Company’s strong second quarter performance was highlighted by the following key metrics:



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Paul Walker, President and Chief Executive Officer, commented, “We are very pleased with our strong second quarter and year-to-date results.  Revenue in the second quarter increased 18%, or $8.4 million, to $56.6 million, and sales for the two quarters ended February 28, 2022 grew 22% or $21.4 million, to $117.9 million compared with $96.5 million in fiscal 2021.  Equally strong, our Adjusted EBITDA for the second quarter increased 57% to $8.0 million compared with $5.1 million in the second quarter of fiscal 2021.  Adjusted EBITDA for the first two quarters of fiscal 2022 increased 103%, or $9.1 million, to $18.0 million compared with $8.8 million in the first half of fiscal 2021.  These strong operating results produced improved cash flows and liquidity as our cash balances totaled $61.1 million with no draws on our $15 million line of credit at February 28, 2022.  Our cash flows from operating activities remained strong and increased to $23.2 million for the first half of fiscal 2022 compared with $21.9 million in the prior year.”



Walker continued, “By combining our subscription-based approach with our historical strengths of having best-in-class content, deliverable across a wide range of delivery modalities, with best-in-class services, and the ability to deliver on key performance-improvement metrics, we believe that we can become a unique competitor within our industry.  We believe our approach develops unusually high levels of client loyalty and commitment as we work with our clients to solve their most important issues; and as a result, create a powerful flywheel of factors that generates extremely strong and accelerating financial results.  We expect this flywheel to include: 1) strong growth in subscription and subscription services, which also increases company-wide sales; 2) large amounts of recurring revenue, which establishes high levels of revenue predictability and visibility; and 3) a compelling business model that generates significant revenue and flow through to Adjusted EBITDA.  We expect these factors will drive continued growth in revenues, Adjusted EBITDA, and cash flows through the remainder of fiscal 2022 and in future periods.”



Financial Overview



The following is a summary of financial results for the second quarter of fiscal 2022:



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Fiscal 2022 Year-to-Date Financial Results



Consolidated revenue for the first half of fiscal 2022 increased 22%, or $21.4 million, to $117.9 million compared with $96.5 million for the first two quarters of fiscal 2021.  Increased sales for the first half of fiscal 2022 were primarily due to continued strong sales of its subscription and subscription-related services, including the All Access Pass in the Enterprise Division and the Leader in Me membership in the Education Division.  Enterprise Division sales for the first two quarters of fiscal 2022 increased 19%, or $14.7 million, to $92.2 million compared with $77.5 million in the first two quarters of the prior year.  AAP subscription and subscription services sales increased 28% to $65.2 million, and annual revenue retention remained strong at greater than 90%.  The U.S./Canada direct offices invoiced the highest amount of sales during the second quarter of fiscal 2022 in its history.  These sales, most of which are initially deferred and recorded on the balance sheet, provide a solid base for growth in future periods.  For the two quarters ended February 28, 2022, sales increased in each of the Company’s foreign direct offices, except China, and improved 19% for the combined offices compared with the first half of fiscal 2021.  International licensee revenues continue to improve and increased 11% compared with the prior year.  Education Division sales grew 42%, or $6.8 million, to $22.8 million compared with $16.0 million in the first two quarters of fiscal 2021.  Education Division sales grew primarily due to increased consulting, coaching, and training days delivered during the year, increased recognition of previously deferred revenue related to Leader in Me subscriptions, and increased training and classroom material sales.  Gross profit for the first two quarters of fiscal 2022 increased 24%, or $18.0 million, to $91.7 million compared with $73.7 million in the first half of fiscal 2021.  Gross margin for the first half of fiscal 2022 improved 141 basis points to 77.8% of sales compared with 76.4% in the first half of fiscal 2021, reflecting increased subscription services revenues in the overall mix of sales, increased licensee royalties, and the impact of increased sales on fixed cost of sale elements such as salaried Education Division coaches and capitalized curriculum amortization expense.



Operating expenses during the first two quarters of fiscal 2022 increased $9.6 million compared with the first half of fiscal 2021, primarily due to increased SG&A expenses.  Increased SG&A expense was primarily due to increased associate costs resulting from new sales and sales related headcount, the

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acquisition of Strive in the third quarter of fiscal 2021, and increased salaries; increased commissions on higher sales; increased content development expense; and increased stock-based compensation expense.  The Company’s income from operations through February 28, 2022 improved significantly to $9.1 million compared with $0.7 million in the first half of fiscal 2021.  Adjusted EBITDA for the first half of fiscal 2022 increased 103%, or $9.1 million, to $18.0 million, compared with $8.8 million in the first two quarters of fiscal 2021.  As a result of the above factors, the Company’s net income for the first two quarters of fiscal 2022 increased $6.6 million to $5.7 million, or $0.40 per diluted share, compared with a net loss of $(0.9) million, or $(0.07) per share, for the first two quarters of fiscal 2021.



Fiscal 2022 Outlook



Based on the Company’s strong performance in the first and second quarters of fiscal 2022, and anticipated results for the remainder of the current fiscal year, the Company is pleased to increase its guidance for fiscal 2022 and now expects Adjusted EBITDA to total between $38.0 million and $39.0 million.  The middle of this range reflects 37.5% growth in Adjusted EBITDA compared with the $28.0 million achieved in fiscal 2021.  The Company remains confident the strength of the All Access Pass and Leader in Me membership subscriptions, which have driven Franklin Covey’s growth trajectory across recent years, and which have remained strong during the pandemic, will drive continued growth in the second half of fiscal 2022 and subsequent years.  However, the Company’s growth trajectory in the third and fourth quarters is expected to be impacted by comparisons to prior year periods which were less impacted by the COVID-19 pandemic, and by planned investments in the second half of fiscal 2022 for long-term growth.  These investments include the costs associated with: 1) hiring new client partners to position the Company for sales growth in future periods; 2) additional investments in content and delivery platform development; and 3) other growth investments, including sales support personnel.



The first and second quarters of fiscal 2021 included the early stages of the COVID-19 pandemic in the United States, Canada, and many other countries throughout the world, which had a significantly adverse impact on the Company’s financial results during those quarters.  Comparisons of the first and second quarters of fiscal 2022 with the same quarters of fiscal 2021 reflect those conditions and the strengthening of Company operations over the course of the pandemic, which has produced large variances in the current period analyses.  As recovery from the COVID-19 pandemic progressed through prior-year periods in the third and fourth quarters of fiscal 2021, the Company does not expect the large variances to prior year results to continue in the remainder of fiscal 2022.



Earnings Conference Call



On Wednesday, March 30, 2022, 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 second quarter of fiscal 2022.  Interested persons may participate by dialing 800-708-4540 (International participants may dial 847-619-6397), access code: 50246862.  Alternatively, a webcast will be accessible at the following Web site: https://edge.media-server.com/mmc/p/m6b2dz4g.  A replay of the webcast will remain accessible through April 13, 2022 on the Investor Relations area of the Company’s Web site.



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Forward-Looking Statements



This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including those statements related to the Company’s future results and profitability 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; impacts from global economic and supply chain disruptions resulting from international conflicts; expectations regarding the economic recovery from the pandemic; renewals of subscription contracts; the impact of deferred revenues on future financial results; market acceptance of new products or services, including new AAP portal upgrades; inflation; the ability to achieve sustainable growth in future periods; and other factors identified and discussed in the Company’s most recent Annual Report on Form 10-K and other periodic reports filed with the Securities and Exchange Commission.  Many of these conditions are beyond the Company’s control or influence, any one of which may cause future results to differ materially from the Company’s current expectations, and there can be no assurance that the Company’s actual future performance will meet management’s expectations.  These forward-looking statements are based on management’s current expectations and the Company undertakes no obligation to update or revise these forward-looking statements to reflect events or circumstances subsequent to this press release.



Non-GAAP Financial Information



This earnings release includes the concept of adjusted earnings before interest, income taxes, depreciation, and amortization (Adjusted EBITDA) which is a non-GAAP measure.  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.  The Company references this non-GAAP financial measure in its decision making because it provides supplemental information that facilitates consistent internal comparisons to the historical operating performance of prior periods and the Company believes it provides investors with greater transparency to evaluate operational activities and financial results.  Refer to the attached table for the reconciliation of a non-GAAP financial measure, Adjusted EBITDA, to consolidated net income (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.



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About Franklin Covey Co.



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.









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