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 6, 2024

FRANKLIN COVEY CO.

(Exact name of registrant as specified in its charter)

Commission File No. 001-11107

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 6, 2024, Franklin Covey Co. (the Company) announced its financial results for the fourth quarter and fiscal year 2024, which ended on August 31, 2024. 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 7.01 Regulation FD Disclosure

On October 23, 2024, the Company announced that it would host a discussion for shareholders and the financial community to review its financial results for the fourth quarter and fiscal year 2024. The discussion is scheduled to be held on Wednesday, November 6, 2024, at 5:00 p.m. Eastern Time (3:00 p.m. Mountain Time).

Interested persons may access a live webcast at https://edge.media-server.com/mmc/p/djbumumn or may participate via telephone by registering at https://register.vevent.com/register/BI2c309c7ae5274c6e9ba8c8285922ffea. Once registered, participants will have the option of 1) dialing into the call from their phone (via a personalized PIN); or 2) clicking the “Call Me” option to receive an automated call directly to their phone. For either option, registration will be required to access the call. A replay of the conference call webcast will be archived on the Company’s website for at least 30 days.

Item 9.01 Financial Statements and Exhibits

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SIGNATURES

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



FRANKLIN COVEY REPORTS STRONG FOURTH QUARTER

FINANCIAL RESULTS TO FINISH FISCAL 2024



Consolidated Fourth Quarter Revenue Increases 8% to $84.1 Million compared with

$78.0 Million in the Prior Year



Fourth Quarter Net Income Increases 76% to $12.0 Million compared with $6.8 Million in the Prior Year--Adjusted EBITDA Increases 39% to $22.9 Million in the Fourth Quarter compared with $16.5 Million in Fiscal 2023



Cash Flows From Operating Activities For Fiscal 2024 Increase to $60.3 Million compared with $35.7 Million in Fiscal 2023 and Free Cash Flow Increases to $48.9 Million From $22.2 Million in the Prior Year



Liquidity Remains Strong at over $111 Million, with $48.7 Million of Cash and No Drawdowns on the Company’s $62.5 Million Credit Facility, even after Purchasing $30.7 Million of its Common Stock during Fiscal 2024



Company Announces Guidance for Fiscal 2025



Salt Lake City, Utah – Franklin Covey Co. (NYSE: FC), a leader in organizational performance improvement 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 the fourth quarter and full fiscal year ended August 31, 2024.



Financial Highlights



The Company’s consolidated revenue for the quarter ended August 31, 2024 grew 8% to $84.1 million compared with $78.0 million in the fourth quarter of the prior year. Revenue for the fiscal year ended August 31, 2024 increased to $287.2 million compared with $280.5 million in fiscal 2023.  The Company’s financial performance for the fourth quarter and full fiscal year ended August 31, 2024 included the following:





Paul Walker, President and Chief Executive Officer said, “We delivered strong performance in the fourth quarter and for the fiscal year ended August 31, 2024, with full-year revenue of $287.2 million, Adjusted EBITDA of $55.3 million, and strong cash flows from operations totaling $60.3 million.  These results reflect what we anticipated would be possible 9 years ago when we transitioned to a technology-enabled content and services subscription business model.”



Walker continued, “Having successfully converted to our technology-enabled subscription business model and having made the significant investments in technology and content to further strengthen our strategic position, we are now ready to make the necessary investments to accelerate our revenue growth from mid-single digits to solid double digits.  This increased growth will be driven by investments in two areas: first, we are seeking to further expand our presence within existing clients.  Since our conversion to a subscription model, our average revenue per client has already increased from $39,000 to $85,000 with the majority of our clients using our

offerings for a relatively small percentage of their employee base.  We believe this low penetration provides substantial headroom for future growth.  Second, we intend to significantly increase the number of new logo sales.  Although we have already won thousands of new contracts, we are only scratching the surface of the large potential market which we serve.  Accordingly, we are making approximately $16 million of incremental investments to: 1) add client-facing sales and support roles to increase the penetration bandwidth of those responsible for client expansion; and 2) to provide additional sales, marketing, and closing resources to help those responsible for winning new logos.  In addition, we are making investments in central sales leadership and operations functions, including hiring a new chief revenue officer and a new head of revenue operations which will allow us to scale our sales force even more rapidly in the future.”



Walker concluded, “We expect these investments to begin to produce favorable results in the back half of fiscal 2025, and then fundamentally shift our growth curve thereafter.  We anticipate revenue growth will accelerate from approximately 4.5%, or $13 million, in fiscal 2025 to 10%, or $30 million in fiscal 2026.  We are then targeting accelerated revenue growth to 12%, or $40 million in fiscal 2027 and 14% growth, or approximately $50 million in fiscal 2028.  Following an initial anticipated decrease in Adjusted EBITDA to between $40 million and $44 million in fiscal 2025, we expect the impact of these investments to produce approximately $48 million of Adjusted EBITDA in fiscal 2026, then $60 million in fiscal 2027, and $75 million in fiscal 2028.  We believe these initiatives and investments will position Franklin Covey to fully capitalize on our market opportunity and to deliver growth with attractive returns to our shareholders for many years to come.”



Fiscal 2025 Guidance



Based on the expected success of investments in its sales and marketing efforts, the Company expects fiscal 2025 revenue to be in the range of $295 million to $305 million.  The Company expects revenue to increase even though a significant amount of the invoiced sales from these initiatives will be recorded as deferred subscription revenue and recognized over the lives of the underlying contracts.  Consistent with previous messaging, the Company believes strategic investments in projects and initiatives, which are expected to result in long-term revenue growth and value creation, are effective uses of available capital.  Considering the $16 million of expected investments in additional sales, sales support, and marketing personnel, combined with anticipated increases in revenue, the Company currently expects Adjusted EBITDA for fiscal 2025 to be in the range of $40 million to $44 million.  As revenue growth from these initiatives accelerates, the impact of these additional expenses is expected to decline and growth in Adjusted EBITDA and cash flows are expected to resume and then increase significantly in future years.



Earnings Conference Call



On Wednesday, November 6, 2024, at 5:00 p.m. Eastern (3:00 p.m. Mountain) Franklin Covey will host a conference call to review its fourth quarter and full fiscal 2024 financial results.  Interested persons may access a live audio webcast at https://edge.media-server.com/mmc/p/djbumumn or may participate via telephone by registering at https://register.vevent.com/register/BI2c309c7ae5274c6e9ba8c8285922ffea.  Once registered, participants will have the option of 1) dialing into the call from their phone (via a personalized PIN); or 2) clicking the “Call Me” option to receive an automated call directly to their phone.  For either option, registration will be required to access the call. A replay of the conference call webcast will be archived on the Company’s website for at least 30 days.



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 macroeconomic conditions; renewals of subscription contracts; the impact of strategic projects and initiatives on future financial results; growth in and client demand for add-on services; market acceptance of

new products or services, including new AAP portal upgrades and content launches; the ability to achieve sustainable double-digit revenue growth in future periods; impacts from geopolitical conflicts; inflation; 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 concepts of Adjusted EBITDA and Free Cash Flow, which are non-GAAP measures.  The Company defines Adjusted EBITDA as net income excluding the impact of interest, income taxes, intangible asset amortization, depreciation, stock-based compensation expense, and certain other infrequently occurring items such as restructuring costs and impaired assets.  Free Cash Flow is defined as GAAP calculated cash flows from operating activities less capitalized expenditures for purchases of property and equipment, curriculum development, and content rights.  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 tables for the reconciliation of the non-GAAP financial measure, Adjusted EBITDA, to consolidated net income, a related GAAP financial measure, and for the calculation of Free Cash Flow.



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.



About Franklin Covey Co.



Franklin Covey Co. (NYSE: FC) is a global leadership company with directly owned and licensee partner offices providing professional services in 150 countries and territories around the world.  The Company transforms organizations by partnering with its clients to build leaders, teams, and cultures that achieve breakthrough results through collective action, which leads to a more engaging work experience for their people.  Available through the Franklin Covey All Access Pass, the Company’s best-in-class content and solutions, experts, technology, and metrics seamlessly integrate to ensure lasting behavioral change at scale.  Solutions are available in multiple delivery modalities in more than 20 languages.



This approach to leadership and organizational change has been tested and refined by working with tens of thousands of teams and organizations over the past 30 years.  Clients have included organizations in the Fortune 100,  Fortune 500, and thousands of small- and mid-sized businesses, numerous governmental entities, and educational institutions.  To learn more, visit www.franklincovey.com, and enjoy exclusive content from Franklin Covey’s social media channels at: LinkedIn, Facebook, Twitter, Instagram, and YouTube.