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Document And Entity Information - shares	6 Months Ended
Feb. 28, 2018	Mar. 31, 2018
Document And Entity Information [Abstract]
Document Type	10-Q
Document Period End Date	Feb. 28, 2018
Amendment Flag	false
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2018
Entity Registrant Name	FRANKLIN COVEY CO
Entity Central Index Key	0000886206
Current Fiscal Year End Date	--08-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		13,897,409

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Feb. 28, 2018	Aug. 31, 2017
Current assets:
Cash and cash equivalents	$ 10,760	$ 8,924
Accounts receivable, less allowance for doubtful accounts of $2,933 and $2,310	48,730	66,343
Receivable from related party	794	1,020
Inventories	3,520	3,353
Income taxes receivable	549	259
Prepaid expenses and other current assets	11,997	11,936
Total current assets	76,350	91,835
Property and equipment, net	21,294	19,730
Intangible assets, net	54,512	57,294
Goodwill	24,220	24,220
Long-term receivable from related party	49	727
Deferred income tax assets	5,936	1,647
Other long-term assets	14,585	15,278
Total assets	196,946	210,731
Current liabilities:
Current portion of financing obligation	1,978	1,868
Current portion of term notes payable	6,250	6,250
Accounts payable	9,108	9,119
Deferred revenue	36,136	40,772
Accrued liabilities	18,986	22,617
Total current liabilities	72,458	80,626
Line of credit	9,919	4,377
Financing obligation, less current portion	20,055	21,075
Term notes payable, less current portion	9,688	12,813
Other liabilities	4,421	5,742
Deferred income tax liabilities	41	1,033
Total liabilities	116,582	125,666
Shareholders' equity:
Common stock, $.05 par value; 40,000 shares authorized, 27,056 shares issued	1,353	1,353
Additional paid-in capital	210,007	212,484
Retained earnings	64,324	69,456
Accumulated other comprehensive income	1,019	667
Treasury stock at cost, 13,179 shares and 13,414 shares	(196,339)	(198,895)
Total shareholders' equity	80,364	85,065
Total liabilities and shareholders' equity	$ 196,946	$ 210,731

Condensed Consolidated Statements Of Operations And Statements Of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Feb. 28, 2018	Feb. 28, 2017	Feb. 28, 2018	Feb. 28, 2017
Condensed Consolidated Statements Of Operations And Statements Of Comprehensive Loss [Abstract]
Net sales	$ 46,547	$ 42,196	$ 94,479	$ 81,983
Cost of sales	13,803	14,165	28,867	28,643
Gross profit	32,744	28,031	65,612	53,340
Selling, general, and administrative	35,097	29,370	68,921	58,465
Contract termination costs		1,500		1,500
Depreciation	1,379	928	2,280	1,794
Amortization	1,395	721	2,791	1,443
Loss from operations	(5,127)	(4,488)	(8,380)	(9,862)
Interest income	54	109	115	225
Interest expense	(692)	(623)	(1,240)	(1,244)
Loss before income taxes	(5,765)	(5,002)	(9,505)	(10,881)
Income tax benefit	3,025	1,669	4,373	3,590
Net loss	$ (2,740)	$ (3,333)	$ (5,132)	$ (7,291)
Net loss per share:
Basic and diluted	$ (0.20)	$ (0.24)	$ (0.37)	$ (0.53)
Weighted average number of common shares:
Basic and diluted	13,867	13,825	13,796	13,808
COMPREHENSIVE LOSS
Net loss	$ (2,740)	$ (3,333)	$ (5,132)	$ (7,291)
Foreign currency translation adjustments, net of income tax benefit (provision) of $(136), $(9), $(94), and $333	429	16	352	(619)
Comprehensive loss	$ (2,311)	$ (3,317)	$ (4,780)	$ (7,910)

Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Feb. 28, 2018	Feb. 28, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (5,132)	$ (7,291)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	5,071	3,237
Amortization of capitalized curriculum costs	2,560	1,811
Stock-based compensation expense	1,736	2,777
Deferred income taxes	(5,358)	(4,256)
Increase (reduction) in contingent consideration liabilities	652	(1,936)
Changes in assets and liabilities:
Decrease in accounts receivable, net	17,911	19,060
Decrease (increase) in inventories	(157)	127
Decrease in receivable from related party	903	156
Decrease (increase) in prepaid expenses and other assets	241	(1,451)
Decrease in accounts payable and accrued liabilities	(2,310)	(5,437)
Increase (decrease) in deferred revenue	(5,388)	277
Increase in income taxes payable/receivable	(288)	(305)
Increase (decrease) in other long-term liabilities	(1,074)	11
Net cash provided by operating activities	9,367	6,780
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(4,288)	(3,944)
Curriculum development costs	(2,185)	(2,345)
Acquisition of business	(1,108)
Net cash used for investing activities	(7,581)	(6,289)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit borrowings	47,047
Payments on line of credit borrowings	(41,505)
Proceeds from term notes payable financing		5,000
Principal payments on term notes payable	(3,125)	(2,500)
Principal payments on financing obligation	(910)	(809)
Purchases of common stock for treasury	(2,005)	(1,768)
Payment of contingent consideration liability	(44)
Proceeds from sales of common stock held in treasury	348	281
Net cash provided by (used for) financing activities	(194)	204
Effect of foreign currency exchange rates on cash and cash equivalents	244	(465)
Net increase in cash and cash equivalents	1,836	230
Cash and cash equivalents at the beginning of the period	8,924	10,456
Cash and cash equivalents at end of the period	10,760	10,686
Supplemental disclosure of cash flow information:
Cash paid for income taxes	1,156	942
Cash paid for interest	1,274	1,236
Non-cash investing and financing activities:
Purchases of property and equipment financed by accounts payable	$ 233	$ 197

Basis Of Presentation

6 Months Ended

Feb. 28, 2018

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 individual and organizational performance improvement. Our mission is to “enable greatness in people and organizations everywhere,” and our employees worldwide are organized 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, The Leader in Me membership, and other subscription offerings; intellectual property licenses; on-site training; training led through certified facilitators; on-line learning; blended learning; and organization-wide transformational processes, including consulting and coaching.

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, and the United Kingdom; and we contract with licensee partners who deliver our content and provide services in over 150 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, 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 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, 2017.

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. During fiscal 2017, our Board of Directors approved a change to our fiscal quarter ending dates from a modified 52/53-week calendar, in which quarterly periods ended on different dates from year-to-year, to the last day of the calendar month in each quarter. The change was made to improve comparability between fiscal periods. Beginning with the second quarter of fiscal 2017, our fiscal quarters end on the last day of November, February, and May. We do not believe that the change in quarter ending dates had a material impact on the comparability of financial results for the quarter or two quarters ended February 28, 2018 with the prior year.

Our sales primarily consist of training and consulting services. In fiscal 2017, we exited the publishing business in Japan, which significantly reduced our sales of tangible products in the first two quarters of fiscal 2018. Due to the immateriality of product and leasing sales (approximately four percent of consolidated revenues during the first two quarters of 2018 combined) compared with our training and consulting sales, we have condensed our reported sales and cost of sales into one line for presentation purposes.

The results of operations for the quarter ended February 28, 2018 are not necessarily indicative of results expected for the entire fiscal year ending August 31, 2018, or for any future periods.

Accounting Pronouncements Issued and Adopted

In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-09, Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting. The guidance in ASU 2016-09 simplifies several aspects of the accounting for stock-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification of items on the statement of cash flows. The guidance in ASU 2016-09 is effective for public companies’ annual periods, including interim periods within those fiscal years, beginning after December 15, 2016. On September 1, 2017, we adopted the provisions of ASU 2016-09. The adoption of this accounting standard did not have a material impact on our consolidated financial statements during the two quarters ended February 28, 2018.

Accounting Pronouncements Issued Not Yet Adopted

On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This new standard was issued in conjunction with the International Accounting Standards Board (IASB) and is designed to create a single, principles-based process by which all businesses calculate revenue. The core principle of this standard is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The standard also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. The new standard replaces numerous individual, industry-specific revenue rules found in generally accepted accounting principles in the United States. We are required to adopt this standard on September 1, 2018, and apply the new guidance during interim periods within fiscal 2019. The new standard may be adopted using the “full retrospective” or “modified retrospective” approach. We are continuing to assess the impact of adopting ASU 2014-09 on our financial position, results of operations, and related disclosures, and we have not yet determined the method of adoption nor the full impact that the standard will have on our reported revenue or results of operations. We currently believe that the adoption of ASU No. 2014-09 will not significantly change the recognition of revenues associated with the delivery of onsite presentations and facilitator material sales. However, the recognition of revenues associated with intellectual property licenses, such as our All Access Pass, and other revenue streams may be more significantly impacted by the new standard. The Company will continue to assess the new standard along with industry trends and additional interpretive guidance, and it may adjust its implementation plan accordingly. We do not expect the adoption of ASU 2014-09 to have any impact on our operating cash flows.

In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing. The guidance in ASU 2016-10 clarifies aspects of Topic 606 related to identifying performance obligations and the licensing implementation guidance, while retaining the related core principles for those areas. The effective date and transition requirements for ASU 2016-10 are the same as the effective date and transition requirements for Topic 606 (ASU 2014-09) discussed above. As of February 28, 2018, we have not yet determined the full impact that ASU No. 2016-10 will have on our reported revenue or results of operations.

On February 25, 2016, the FASB issued ASU No. 2016-02, Leases. The new lease accounting standard is the result of a collaborative effort with the IASB (similar to the new revenue standard described above), although some differences remain between the two standards. This new standard will affect all entities that lease assets and will require lessees to recognize a lease liability and a right-of-use asset for all leases (except for short-term leases that have a duration of less than one year) as of the date on which the lessor makes the underlying asset available to the lessee. For lessors, accounting for leases is substantially the same as in prior periods. For public companies, the new lease standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted for all entities. For leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, lessees and lessors must apply a modified retrospective transition approach. While we expect the adoption of this new standard will increase reported assets and liabilities, as of February 28, 2018, we have not yet determined the full impact that the adoption of ASU 2016-02 will have on our financial statements.

Fair Value Of Financial Instruments

6 Months Ended

Feb. 28, 2018

Fair Value Of Financial Instruments [Abstract]

Fair Value Of Financial Instruments

NOTE 3 – FAIR VALUE OF FINANCIAL INSTRUMENTS

At February 28, 2018, the carrying value of our financial instruments approximated their fair values. The fair values of our contingent consideration liabilities from 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 valuation models described in our annual report on Form 10-K for the fiscal year ended August 31, 2017 were utilized during the current period (with updated estimates) to arrive at the estimated fair value of the contingent consideration liabilities. The fair value of the contingent consideration liabilities from the fiscal 2017 acquisitions of Robert Gregory Partners (RGP) and Jhana Education (Jhana) changed as follows during the two quarters ended February 28, 2018 (in thousands):



	Balance at		Increases in		Payments/			Balance at
	August 31, 2017		Fair Value		Decreases		February 28, 2018
RGP Acquisition	$	913	$	424	$	-	$	1,337
Jhana Acquisition		6,052		228		(1,152)		5,128
	$	6,965	$	652	$	(1,152)	$	6,465

Approximately $1.0 million of the RGP and $1.9 million of the Jhana contingent consideration liabilities were recorded as components of accrued liabilities in our condensed consolidated balance sheet at February 28, 2018. The remainder of our contingent consideration liabilities are classified as other long-term liabilities. Due to the timing of the first $1.1 million of the Jhana contingent liability payment (within 90 days of the acquisition date), the amount was classified as a component of investing activities on our condensed consolidated statement of cash flows for the two quarters ended February 28, 2018.

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.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Stock-Based Compensation

6 Months Ended

Feb. 28, 2018

Stock-Based Compensation [Abstract]

Stock-Based Compensation

NOTE 4 – STOCK-BASED COMPENSATION

The cost of our stock-based compensation plans is included in selling, general, and administrative expenses in the accompanying condensed consolidated statements of operations. The total cost of our stock-based compensation plans was as follows for the periods presented (in thousands):



		Quarter Ended			Two Quarters Ended
		February 28,		February 28,		February 28,		February 28,
		2018		2017		2018		2017
Performance awards	$	582	$	1,391	$	1,373	$	2,469
Unvested share awards		160		125		292		237
Employee stock purchase plan		37		33		71		56
Fully-vested share awards		-		15		-		15
	$	779	$	1,564	$	1,736	$	2,777

During the quarter and two quarters ended February 28, 2018, we issued 40,814 shares and 292,048 shares of our common stock to employees for stock-based compensation awards. Our stock-based compensation plans allow shares to be withheld to cover statutory income taxes if so elected by the award recipient. During the quarter and two quarters ended February 28, 2018, we withheld 1,934 shares and 104,699 shares, respectively, of our common stock to cover statutory taxes on stock-based compensation awards that vested during fiscal 2018. The following is a description of the developments in our stock-based compensation plans during the quarter and two quarters ended February 28, 2018.

Performance Awards

On November 14, 2017, the Organization and Compensation Committee (the Compensation Committee) of the Board of Directors granted a new performance-based long-term incentive plan (LTIP) award to our executive officers and members of senior management. The fiscal 2018 LTIP award has three tranches, which consist of the following: 1) shares that vest after three years of service; 2) the achievement of certain levels of fiscal 2020 qualified adjusted earnings before interest, taxes, depreciation, and amortization (Adjusted EBITDA); and 3) fiscal 2020 subscription sales. Twenty-five percent of a participant’s award vests after three years of service, and the number of shares awarded in this tranche will not fluctuate based on financial measures. The number of shares granted in this tranche totals 42,883 shares. The remaining two tranches of the award are divided between the achievement of certain levels of Adjusted EBITDA and subscription sales recognized in fiscal 2020. 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) up to 200 percent of the participant’s award (maximum threshold). The maximum number of shares that may be awarded in connection with these tranches totals 257,300 shares.

The fiscal 2018 LTIP has a three-year life and expires on August 31, 2020.

Compensation expense recognized during the quarter and two quarters ended February 28, 2018, for performance awards includes expense related to awards granted in previous periods for which the performance conditions are probable of being achieved.

Unvested Share Awards

Our annual unvested share award granted to non-employee members of the Board of Directors is administered under the terms of the 2015 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 unvested award is granted in January (following the annual shareholders’ meeting) of each year. For the fiscal 2018 award, each eligible director received a whole-share grant equal to $100,000 with a one-year vesting period. Our unvested share activity during the two quarters ended February 28, 2018 consisted of the following:



			Weighted-Average
			Grant Date
	Number of		Fair Value
	Shares		Per Share
Unvested stock awards at
August 31, 2017	29,834	$	17.60
Granted	23,338		30.00
Forfeited	-		-
Vested	(29,834)		17.60
Unvested stock awards at
February 28, 2018	23,338	$	30.00

At February 28, 2018, there was approximately $0.6 million of unrecognized compensation expense remaining on the fiscal 2018 Board of Director unvested share award.

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 two quarters ended February 28, 2018, we issued 11,204 shares and 21,091 shares, respectively, of our common stock to participants in the ESPP.

At the annual meeting shareholders held on January 26, 2018, our shareholders approved the Franklin Covey Co. 2017 Employee Stock Purchase Plan (the Plan). The Plan replaced the Franklin Covey Co. 2004 Employee Stock Purchase Plan, which previously expired. The Plan authorized an additional 1,000,000 shares, subject to certain adjustments, of common stock for issuance to ESPP participants. For further information regarding the Plan, including the full text of the Plan, please refer to our definitive Proxy Statement as filed with the SEC on December 22, 2017.

Loss Per Share

6 Months Ended

Feb. 28, 2018

Loss Per Share [Abstract]

Loss Per Share

NOTE 6 – LOSS PER SHARE

The following is a reconciliation from basic loss per share (EPS) to diluted EPS (in thousands, except per-share amounts).



	Quarter Ended				Two Quarters Ended
		February 28,		February 28,		February 28,		February 28,
		2018		2017		2018		2017
Numerator for basic and
diluted loss per share:
Net loss	$	(2,740)	$	(3,333)	$	(5,132)	$	(7,291)

Denominator for basic and
diluted loss per share:
Basic weighted average shares
outstanding		13,867		13,825		13,796		13,808
Effect of dilutive securities:
Stock options and other
stock-based awards		-		-		-		-
Diluted weighted average
shares outstanding		13,867		13,825		13,796		13,808

EPS Calculations:
Net loss per share:
Basic and diluted	$	(0.20)	$	(0.24)	$	(0.37)	$	(0.53)

Since we incurred a net loss for the quarter and two quarters ended February 28, 2018, no potentially dilutive securities are included in the calculation of diluted loss per share because such effect would be anti-dilutive. The number of dilutive stock options and other stock-based awards for the quarter ended February 28, 2018 would have been approximately 223,000 shares. Other securities, including stock-based compensation instruments, may have a dilutive effect upon our EPS calculation in future periods if we achieve specified performance targets.

Segment Information

6 Months Ended

Feb. 28, 2018

Segment Information [Abstract]

Segment Information

NOTE 7 – SEGMENT INFORMATION

Our sales are primarily comprised of training and consulting services. Consistent with changes during the first quarter of fiscal 2018 in our organization to promote the sale of subscription-based offerings, our internal reporting structure was revised and is now comprised of three operating segments and a corporate services group. The former Strategic Markets operating segment was absorbed by the Direct Office operating segment since their target customers and sales methodologies were essentially identical. The remaining operating segments were determined to be reportable segments under the applicable accounting guidance. The following is a brief description of our reportable segments:

Direct Offices – This segment includes our sales personnel that serve the United States and Canada; our international sales offices located in Japan, China, the United Kingdom, and Australia; our governmental sales channel; and our public program operations.

Education Practice – This group includes our domestic and international Education practice operations, which are focused on sales to educational institutions.

International Licensees – This segment is primarily comprised of our international licensees’ royalty revenues.

Corporate and Other – Our corporate and other information includes leasing operations, shipping and handling revenues, and certain corporate administrative expenses.

We determined that the Company’s chief operating decision maker continues to be the Chief Executive Officer (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. For reporting purposes, our consolidated Adjusted EBITDA may be calculated as our income or loss from operations excluding stock-based compensation, depreciation expense, amortization expense, and certain other charges such as restructuring charges and adjustments for changes in the fair value of contingent liabilities from business acquisitions. Prior period segment financial information was reclassified to conform to our current reporting and operating structure.

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 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
February 28, 2018		Customers		Gross Profit		EBITDA

Direct offices	$	33,275	$	24,881	$	1,765
Education practice		9,007		5,163		(881)
International licensees		3,046		2,364		1,168
Total		45,328		32,408		2,052
Corporate and eliminations		1,219		336		(2,720)
Consolidated	$	46,547	$	32,744	$	(668)

Quarter Ended
February 28, 2017

Direct offices	$	30,137	$	20,862	$	1,495
Education practice		7,848		4,408		(555)
International licensees		2,937		2,262		1,394
Total		40,922		27,532		2,334
Corporate and eliminations		1,274		499		(2,701)
Consolidated	$	42,196	$	28,031	$	(367)

Two Quarters Ended
February 28, 2018

Direct offices	$	67,471	$	49,442	$	4,843
Education practice		18,183		10,593		(1,550)
International licensees		6,366		4,866		2,580
Total		92,020		64,901		5,873
Corporate and eliminations		2,459		711		(5,939)
Consolidated	$	94,479	$	65,612	$	(66)

Two Quarters Ended
February 28, 2017

Direct offices	$	56,520	$	37,799	$	(266)
Education practice		16,591		9,431		(322)
International licensees		6,369		4,913		2,893
Total		79,480		52,143		2,305
Corporate and eliminations		2,503		1,197		(5,491)
Consolidated	$	81,983	$	53,340	$	(3,186)

As a result of the change in our segments, all of the goodwill previously included in the Strategic Markets segment was reassigned to the Direct Office segment. As of February 28, 2018, our goodwill balances were $16.8 million in the Direct Offices segment, $2.3 million in the Education Practice segment, and $5.1 million in the International Licensee segment. In conjunction with the change in reportable segments, we evaluated goodwill in the Direct Offices and Strategic Markets reportable segments for impairment, both before and after the segment change, and determined that goodwill was not impaired.

A reconciliation of our consolidated Adjusted EBITDA to consolidated net loss is provided below (in thousands).



	Quarter Ended				Two Quarters Ended
		February 28,		February 28,		February 28,		February 28,
		2018		2017		2018		2017
Segment Adjusted EBITDA	$	2,052	$	2,334	$	5,873	$	2,305
Corporate expenses		(2,720)		(2,701)		(5,939)		(5,491)
Consolidated Adjusted EBITDA		(668)		(367)		(66)		(3,186)
Stock-based compensation expense		(779)		(1,564)		(1,736)		(2,777)
Reduction (increase) in contingent
consideration liabilities		(477)		924		(652)		1,936
China office start-up costs		-		(26)		-		(505)
ERP system implementation costs		(429)		(306)		(855)		(593)
Contract termination costs		-		(1,500)		-		(1,500)
Depreciation		(1,379)		(928)		(2,280)		(1,794)
Amortization		(1,395)		(721)		(2,791)		(1,443)
Loss from operations		(5,127)		(4,488)		(8,380)		(9,862)
Interest income		54		109		115		225
Interest expense		(692)		(623)		(1,240)		(1,244)
Loss before income taxes		(5,765)		(5,002)		(9,505)		(10,881)
Income tax benefit		3,025		1,669		4,373		3,590
Net loss	$	(2,740)	$	(3,333)	$	(5,132)	$	(7,291)

Basis Of Presentation (Policy)

6 Months Ended

Feb. 28, 2018

Basis Of Presentation [Abstract]

General

In the training and consulting marketplace, we believe there are three important characteristics that distinguish us from our competitors.

We are committed to, and measure ourselves by, our clients’ achievement of transformational results.

The results of operations for the quarter ended February 28, 2018 are not necessarily indicative of results expected for the entire fiscal year ending August 31, 2018, or for any future periods.

Accounting Pronouncements Issued And Adopted

Accounting Pronouncements Issued and Adopted

Accounting Pronouncements Issued Not Yet Adopted

Stock-Based Compensation (Tables)

6 Months Ended

Feb. 28, 2018

Stock-Based Compensation [Abstract]

Total Cost Of Share-Based Compensation



		Quarter Ended			Two Quarters Ended
		February 28,		February 28,		February 28,		February 28,
		2018		2017		2018		2017
Performance awards	$	582	$	1,391	$	1,373	$	2,469
Unvested share awards		160		125		292		237
Employee stock purchase plan		37		33		71		56
Fully-vested share awards		-		15		-		15
	$	779	$	1,564	$	1,736	$	2,777

Unvested Stock Awards



			Weighted-Average
			Grant Date
	Number of		Fair Value
	Shares		Per Share
Unvested stock awards at
August 31, 2017	29,834	$	17.60
Granted	23,338		30.00
Forfeited	-		-
Vested	(29,834)		17.60
Unvested stock awards at
February 28, 2018	23,338	$	30.00

Loss Per Share (Tables)

6 Months Ended

Feb. 28, 2018

Loss Per Share [Abstract]

Computation Of Loss Per Share



	Quarter Ended				Two Quarters Ended
		February 28,		February 28,		February 28,		February 28,
		2018		2017		2018		2017
Numerator for basic and
diluted loss per share:
Net loss	$	(2,740)	$	(3,333)	$	(5,132)	$	(7,291)

Denominator for basic and
diluted loss per share:
Basic weighted average shares
outstanding		13,867		13,825		13,796		13,808
Effect of dilutive securities:
Stock options and other
stock-based awards		-		-		-		-
Diluted weighted average
shares outstanding		13,867		13,825		13,796		13,808

EPS Calculations:
Net loss per share:
Basic and diluted	$	(0.20)	$	(0.24)	$	(0.37)	$	(0.53)

Segment Information (Tables)

6 Months Ended

Feb. 28, 2018

Segment Information [Abstract]

Schedule Of Segment Operations



		Sales to
Quarter Ended		External				Adjusted
February 28, 2018		Customers		Gross Profit		EBITDA

Direct offices	$	33,275	$	24,881	$	1,765
Education practice		9,007		5,163		(881)
International licensees		3,046		2,364		1,168
Total		45,328		32,408		2,052
Corporate and eliminations		1,219		336		(2,720)
Consolidated	$	46,547	$	32,744	$	(668)

Quarter Ended
February 28, 2017

Direct offices	$	30,137	$	20,862	$	1,495
Education practice		7,848		4,408		(555)
International licensees		2,937		2,262		1,394
Total		40,922		27,532		2,334
Corporate and eliminations		1,274		499		(2,701)
Consolidated	$	42,196	$	28,031	$	(367)

Two Quarters Ended
February 28, 2018

Direct offices	$	67,471	$	49,442	$	4,843
Education practice		18,183		10,593		(1,550)
International licensees		6,366		4,866		2,580
Total		92,020		64,901		5,873
Corporate and eliminations		2,459		711		(5,939)
Consolidated	$	94,479	$	65,612	$	(66)

Two Quarters Ended
February 28, 2017

Direct offices	$	56,520	$	37,799	$	(266)
Education practice		16,591		9,431		(322)
International licensees		6,369		4,913		2,893
Total		79,480		52,143		2,305
Corporate and eliminations		2,503		1,197		(5,491)
Consolidated	$	81,983	$	53,340	$	(3,186)

Reconciliation Of Adjusted EBITDA



	Quarter Ended				Two Quarters Ended
		February 28,		February 28,		February 28,		February 28,
		2018		2017		2018		2017
Segment Adjusted EBITDA	$	2,052	$	2,334	$	5,873	$	2,305
Corporate expenses		(2,720)		(2,701)		(5,939)		(5,491)
Consolidated Adjusted EBITDA		(668)		(367)		(66)		(3,186)
Stock-based compensation expense		(779)		(1,564)		(1,736)		(2,777)
Reduction (increase) in contingent
consideration liabilities		(477)		924		(652)		1,936
China office start-up costs		-		(26)		-		(505)
ERP system implementation costs		(429)		(306)		(855)		(593)
Contract termination costs		-		(1,500)		-		(1,500)
Depreciation		(1,379)		(928)		(2,280)		(1,794)
Amortization		(1,395)		(721)		(2,791)		(1,443)
Loss from operations		(5,127)		(4,488)		(8,380)		(9,862)
Interest income		54		109		115		225
Interest expense		(692)		(623)		(1,240)		(1,244)
Loss before income taxes		(5,765)		(5,002)		(9,505)		(10,881)
Income tax benefit		3,025		1,669		4,373		3,590
Net loss	$	(2,740)	$	(3,333)	$	(5,132)	$	(7,291)

Stock-Based Compensation (Narrative) (Details)			3 Months Ended	6 Months Ended
Stock-Based Compensation (Narrative) (Details)	Jan. 26, 2018 shares	Nov. 14, 2017 item shares	Feb. 28, 2018 USD ($) shares	Feb. 28, 2018 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued under terms of the award			40,814	292,048
Shares issued to employee stock purchase plan participants			21,091
Number of shares reduced, withheld for minimum statutory taxes			1,934	104,699
Fiscal 2018 Long Term Incentive Plan Award [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of tranches \| item		3
Life of awards		3 years
Expiration date		Aug. 31, 2020
Unvested Share Awards [Member] \| Director [Member] \| Fiscal 2018 Award [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
Unvested Share Awards [Member] \| Board of Directors [Member] \| Fiscal 2018 Award [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense \| $			$ 600,000	$ 600,000
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			11,204
2017 Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized additional shares of common stock for issuance	1,000,000
Tranche One [Member] \| Fiscal 2018 Long Term Incentive Plan Award [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
New shares granted		42,883
Percent of shares plan participants are entitled to		25.00%
Vesting period of awards		3 years
Tranche Two and Three [Member] \| Fiscal 2018 Long Term Incentive Plan Award [Member] \| Minimum [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] \| Fiscal 2018 Long Term Incentive Plan Award [Member] \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percent of performance award to be granted		200.00%
New shares granted		257,300

Stock-Based Compensation (Unvested Stock Awards) (Details) - Unvested Share Awards [Member]	6 Months Ended
	Feb. 28, 2018 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested stock awards at August 31, 2017, Number of Shares \| shares	29,834
Granted, Number of Shares \| shares	23,338
Forfeited, Number of Shares \| shares
Vested, Number of Shares \| shares	(29,834)
Unvested stock awards at February 28, 2018, Number of Shares \| shares	23,338
Unvested stock awards at August 31, 2017, Weighted-Average Grant Date Fair Value Per Share \| $ / shares	$ 17.60
Granted, Weighted-Average Grant Date Fair Value Per Share \| $ / shares	30.00
Forfeited, Weighted-Average Grant Date Fair Value Per Share \| $ / shares
Vested, Weighted-Average Grant Date Fair Value Per Share \| $ / shares	17.60
Unvested stock awards at February 28, 2018, Weighted-Average Grant Date Fair Value Per Share \| $ / shares	$ 30.00

Segment Information (Reconciliation Of Adjusted EBITDA) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Feb. 28, 2018	Feb. 28, 2017	Feb. 28, 2018	Feb. 28, 2017	Aug. 31, 2017
Segment Reporting Information [Line Items]
Consolidated Adjusted EBITDA	$ (668)	$ (367)	$ (66)	$ (3,186)
Stock-based compensation expense	(779)	(1,564)	(1,736)	(2,777)
Reduction (increase) to contingent consideration liabilities	(477)	924	(652)	1,936	$ (652)
Contract termination costs		(1,500)		(1,500)
China office start-up costs		(26)		(505)
ERP system implementation costs	(429)	(306)	(855)	(593)
Depreciation	(1,379)	(928)	(2,280)	(1,794)
Amortization	(1,395)	(721)	(2,791)	(1,443)
Loss from operations	(5,127)	(4,488)	(8,380)	(9,862)
Interest income	54	109	115	225
Interest expense	(692)	(623)	(1,240)	(1,244)
Loss before income taxes	(5,765)	(5,002)	(9,505)	(10,881)
Income tax benefit	3,025	1,669	4,373	3,590
Net loss	(2,740)	(3,333)	(5,132)	(7,291)
Operating Segments [Member]
Segment Reporting Information [Line Items]
Consolidated Adjusted EBITDA	2,052	2,334	5,873	2,305
Corporate And Eliminations [Member]
Segment Reporting Information [Line Items]
Consolidated Adjusted EBITDA	$ (2,720)	$ (2,701)	$ (5,939)	$ (5,491)

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Feb. 28, 2018	Aug. 31, 2017
Condensed Consolidated Balance Sheets [Abstract]
Allowance for doubtful accounts	$ 2,933	$ 2,310
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	13,179,000	13,414,000

Income Taxes	6 Months Ended
Income Taxes	Feb. 28, 2018
Income Taxes [Abstract]
Income Taxes	NOTE 5 – INCOME TAXES The Tax Cut and Jobs Act (the 2017 Tax Act) was signed into law on December 22, 2017. The 2017 Tax Act significantly revises the U.S. corporate income tax code by, among other things, lowering the statutory corporate tax rate from 35 percent to 21 percent; eliminating certain deductions; imposing a mandatory one-time transition tax, or deemed repatriation tax, on accumulated earnings of foreign subsidiaries as of 2017 that were previously tax deferred; introducing new tax regimes; and changing how foreign earnings are subject to U.S. tax. Since we have an August 31 fiscal year end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory federal rate of 25.7 percent for fiscal 2018 and 21 percent rate for subsequent fiscal years. Other provisions of the 2017 Tax Act will not be effective for us until fiscal 2019, including limitations on the deductibility of interest and executive compensation as well as anti-deferral provisions on Global Intangible Low-Taxed Income. Due to the complexities of implementing the provisions of the 2017 Tax Act, the SEC staff issued Staff Accounting Bulletin 118, which provides guidance on accounting for tax effects of the 2017 Tax Act and permits a measurement period, not to exceed one year from the enactment date, for companies to complete the required analyses and accounting. During the quarter ended February 28, 2018, we recorded a one-time income tax benefit of $1.2 million as a provisional estimate of the effects of the 2017 Tax Act. The benefit resulted primarily from the re-measurement of net deferred tax liabilities at the lower enacted U.S. federal corporate tax rate. We did not establish a provisional valuation allowance against our foreign tax credit carryforward deferred tax asset, notwithstanding the reduced U.S. tax rate. The 2017 Tax Act allows us to increase our computed foreign-source income, essentially offsetting the impact of the reduced U.S. tax rate on our ability to use foreign tax credit carryforwards in the future. We did not record any provisional income tax expense related to the deemed repatriation of accumulated earnings from our foreign subsidiaries. We expect foreign tax credits to fully offset the deemed repatriation tax. As we complete our analysis of the 2017 Tax Act, finalize our fiscal 2017 federal and state income tax returns, collect and prepare necessary data, and interpret any additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service, and other standard-setting bodies, we may make adjustments to the provisional tax amounts. Those adjustments may materially impact our provision or benefit for income taxes in the period in which the adjustments are made.

Investment In FC Organizational Products	6 Months Ended
Investment In FC Organizational Products	Feb. 28, 2018
Investment In FC Organizational Products [Abstract]
Investment In FC Organizational Products	NOTE 8 – INVESTMENT IN FC ORGANIZATIONAL PRODUCTS We own a 19.5 percent interest in FC Organizational Products (FCOP), an entity that purchased substantially all of our consumer solution business unit assets in fiscal 2008 for the purpose of selling planners and related organizational products under a comprehensive licensing agreement. Due to significant operating losses incurred after the establishment of FCOP, we reconsidered whether FCOP was a variable interest entity as defined under FASC 810, and determined that FCOP was a variable interest entity. We further determined that we are not the primary beneficiary of FCOP because we do not have the ability to direct the activities that most significantly impact FCOP’s economic performance, which primarily consist of the day-to-day sale of planning products and related accessories, and we do not have an obligation to absorb losses or the right to receive benefits from FCOP that could potentially be significant. We account for our investment in FCOP using the equity method of accounting. However, we have not recorded our share of FCOP’s losses in the accompanying condensed consolidated statements of operations because we have impaired and written off investment balances in previous periods, as defined within the applicable accounting guidance, in excess of our share of FCOP’s losses through February 28, 2018. The operations of FCOP are primarily financed by the sale of planning products and accessories in the normal course of business. The majority of FCOP’s sales and cash flows are seasonal and occur between October and January. Accordingly, we generally receive payment on outstanding receivables during our second and third quarters of each fiscal year. At February 28, 2018 we had $0.8 million (net of $0.6 million discount) receivable from FCOP, compared with $1.7 million (net of $0.7 million discount) receivable at August 31, 2017. These receivables are classified as components of current and long-term assets in our condensed consolidated balance sheets based on expected payment dates. During the quarter ended February 28, 2018, we received $1.1 million of cash from FCOP for payment on these receivables.

Basis Of Presentation (Narrative) (Details)	6 Months Ended
Basis Of Presentation (Narrative) (Details)	Feb. 28, 2018 country item
Business Acquisition [Line Items]
Number of areas of expertise	7
Number of important distinguishing characteristics from competitors	3
Minimum [Member]
Business Acquisition [Line Items]
Number of countries in which entity operates \| country	150

Inventories (Components Of Inventories) (Details) - USD ($) $ in Thousands	Feb. 28, 2018	Aug. 31, 2017
Inventories [Abstract]
Finished goods	$ 3,416	$ 3,306
Raw materials	104	47
Inventories	$ 3,520	$ 3,353

Fair Value Of Financial Instruments (Narrative) (Details) - USD ($) $ in Thousands	6 Months Ended
	Feb. 28, 2018	Aug. 31, 2017
Contingent consideration	$ 6,465	$ 6,965
Robert Gregory Partners, LLC [Member]
Contingent consideration	1,337	913
Robert Gregory Partners, LLC [Member] \| Accrued Liabilities [Member]
Contingent consideration	1,000
Jhana Education [Member]
Contingent consideration	5,128	$ 6,052
Contingent liability payment classified as investing activities	1,100
Jhana Education [Member] \| Accrued Liabilities [Member]
Contingent consideration	$ 1,900

Income Taxes (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
Income Taxes (Narrative) (Details) - USD ($) $ in Millions	Feb. 28, 2018	Dec. 31, 2018	Aug. 31, 2018	Dec. 31, 2017
Income Taxes [Line Items]
Federal statutory income tax rate				35.00%
Provisional tax benefit	$ 1.2
Scenario, Forecast [Member]
Income Taxes [Line Items]
Federal statutory income tax rate			25.70%
Scenario, Plan [Member]
Income Taxes [Line Items]
Federal statutory income tax rate		21.00%

Loss Per Share (Narrative) (Details) - shares	3 Months Ended	6 Months Ended
Loss Per Share (Narrative) (Details) - shares	Feb. 28, 2018	Feb. 28, 2018
Loss Per Share [Abstract]
Potentially dilutive securities were included in the calculation of diluted loss per share	0	0
Dilutive securities that would have been included in the computation of diluted EPS	223,000

Segment Information (Narrative) (Details) $ in Thousands	6 Months Ended
Segment Information (Narrative) (Details) $ in Thousands	Feb. 28, 2018 USD ($) item	Aug. 31, 2017 USD ($)
Segment Information [Line Items]
Number of operating segments \| item	3
Number of corporate services group \| item	1
Goodwill	$ 24,220	$ 24,220
Direct Offices [Member]
Segment Information [Line Items]
Goodwill	16,800
Education Practice [Member]
Segment Information [Line Items]
Goodwill	2,300
International Licensees [Member]
Segment Information [Line Items]
Goodwill	$ 5,100

Investment In FC Organizational Products (Narrative) (Details) - FC Organizational Products [Member] - USD ($) $ in Millions	6 Months Ended
	Feb. 28, 2018	Aug. 31, 2017
Related Party Transaction [Line Items]
Percent ownership interest in related party	19.50%
Receivable from related party	$ 0.8	$ 1.7
Discount on receivable from related party	0.6	$ 0.7
Cash from related parties	$ 1.1