Franklin Covey (FC) 10-Q 7 Apr 17 2017 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Feb. 28, 2017	Mar. 31, 2017
Document And Entity Information [Abstract]
Document Type	10-Q
Document Period End Date	Feb. 28, 2017
Amendment Flag	false
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,017
Entity Registrant Name	FRANKLIN COVEY CO
Entity Central Index Key	886,206
Current Fiscal Year End Date	--08-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		13,823,659

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Feb. 28, 2017	Aug. 31, 2016
Current assets:
Cash and cash equivalents	$ 10,686	$ 10,456
Accounts receivable, less allowance for doubtful accounts of $2,117 and $1,579	46,504	65,960
Receivable from related party	1,682	1,933
Inventories	4,778	5,042
Prepaid expenses and other current assets	8,598	6,350
Total current assets	72,248	89,741
Property and equipment, net	18,051	16,083
Intangible assets, net	48,752	50,196
Goodwill	19,903	19,903
Long-term receivable from related party	1,329	1,235
Other long-term assets	13,601	13,713
Total assets	173,884	190,871
Current liabilities:
Current portion of financing obligation	1,763	1,662
Current portion of term notes payable	5,000	3,750
Accounts payable	7,691	10,376
Income taxes payable		4
Deferred revenue	21,118	20,847
Accrued liabilities	14,293	17,418
Total current liabilities	49,865	54,057
Financing obligation, less current portion	22,033	22,943
Term notes payable, less current portion	11,563	10,313
Other liabilities	1,247	3,173
Deferred income tax liabilities	2,081	6,670
Total liabilities	86,789	97,156
Shareholders' equity:
Common stock, $.05 par value; 40,000 shares authorized, 27,056 shares issued	1,353	1,353
Additional paid-in capital	212,225	211,203
Retained earnings	69,337	76,628
Accumulated other comprehensive income	603	1,222
Treasury stock at cost, 13,295 shares and 13,332 shares	(196,423)	(196,691)
Total shareholders' equity	87,095	93,715
Total liabilities and shareholders' equity	$ 173,884	$ 190,871

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Feb. 28, 2017	Aug. 31, 2016
Condensed Consolidated Balance Sheets [Abstract]
Allowance for doubtful accounts	$ 2,117	$ 1,579
Common stock, par value	$ 0.05	$ 0.05
Common stock, shares authorized	40,000	40,000
Common stock, shares issued	27,056	27,056
Treasury stock, shares	13,295	13,332

Condensed Consolidated Statemen

Condensed Consolidated Statements Of Operations And Statements Of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Feb. 28, 2017	Feb. 27, 2016	Feb. 28, 2017	Feb. 27, 2016
Net sales:
Training and consulting services	$ 40,087	$ 42,277	$ 78,160	$ 85,471
Products	1,220	1,873	2,048	2,785
Leasing	889	1,119	1,775	2,230
Total net sales	42,196	45,269	81,983	90,486
Cost of sales:
Training and consulting services	13,103	13,797	26,661	27,855
Products	527	938	962	1,460
Leasing	535	680	1,020	1,246
Total cost of sales	14,165	15,415	28,643	30,561
Gross profit	28,031	29,854	53,340	59,925
Selling, general, and administrative	29,370	27,936	58,465	54,426
Contract termination costs	1,500		1,500
Restructuring costs		376		376
Depreciation	928	894	1,794	1,806
Amortization	721	909	1,443	1,819
Income (loss) from operations	(4,488)	(261)	(9,862)	1,498
Interest income	109	83	225	161
Interest expense	(623)	(552)	(1,244)	(1,093)
Income (loss) before income taxes	(5,002)	(730)	(10,881)	566
Income tax benefit (provision)	1,669	282	3,590	(224)
Net income (loss)	$ (3,333)	$ (448)	$ (7,291)	$ 342
Net income (loss) per share:
Basic and diluted	$ (0.24)	$ (0.03)	$ (0.53)	$ 0.02
Weighted average number of common shares:
Basic	13,825	15,299	13,808	15,758
Diluted	13,825	15,299	13,808	15,903
COMPREHENSIVE INCOME (LOSS)
Net income (loss)	$ (3,333)	$ (448)	$ (7,291)	$ 342
Foreign currency translation adjustments, net of income tax benefit (provision) of $(9), $(120), $333, and $(68)	16	225	(619)	126
Comprehensive income (loss)	$ (3,317)	$ (223)	$ (7,910)	$ 468

Condensed Consolidated Stateme5

Condensed Consolidated Statements Of Operations And Statements Of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Feb. 28, 2017	Feb. 27, 2016	Feb. 28, 2017	Feb. 27, 2016
Condensed Consolidated Statements Of Operations And Statements Of Comprehensive Income [Abstract]
Foreign currency translation adjustments, tax	$ (9)	$ (120)	$ 333	$ (68)

Condensed Consolidated Stateme6

Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Feb. 28, 2017	Feb. 27, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (7,291)	$ 342
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	3,237	3,609
Stock-based compensation expense	2,777	1,874
Amortization of capitalized curriculum costs	1,811	1,815
Deferred income taxes	(4,256)	60
Increase (reduction) of estimated earn out liability	(1,936)	1,368
Changes in assets and liabilities:
Decrease in accounts receivable, net	19,060	16,598
Decrease (increase) in inventories	127	(29)
Decrease in receivable from related party	156	1,308
Increase in prepaid expenses and other assets	(1,451)	(1,004)
Decrease in accounts payable and accrued liabilities	(5,437)	(5,544)
Increase (decrease) in deferred revenue	277	(2,182)
Increase in income taxes payable/receivable	(305)	(1,431)
Decrease in other long-term liabilities	11	51
Net cash provided by operating activities	6,780	16,835
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(3,944)	(1,736)
Curriculum development costs	(2,345)	(427)
Net cash used for investing activities	(6,289)	(2,163)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from term notes payable financing	5,000	20,373
Principal payments on term notes payable	(2,500)	(10,302)
Principal payments on financing obligation	(809)	(716)
Purchases of common stock for treasury	(1,768)	(35,322)
Proceeds from sales of common stock held in treasury	281	305
Net cash provided by (used for) financing activities	204	(25,662)
Effect of foreign currency exchange rates on cash and cash equivalents	(465)	18
Net increase (decrease) in cash and cash equivalents	230	(10,972)
Cash and cash equivalents at beginning of the period	10,456	16,234
Cash and cash equivalents at end of the period	10,686	5,262
Supplemental disclosure of cash flow information:
Cash paid for income taxes	942	1,645
Cash paid for interest	1,236	1,061
Non-cash investing and financing activities:
Purchases of property and equipment financed by accounts payable	$ 197	$ 169

Basis Of Presentation

Basis Of Presentation	6 Months Ended
	Feb. 28, 2017
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. Our expertise extends to seven crucial areas: Leadership, Execution, Productivity, Trust, Sales Performance, Customer Loyalty, and Educational i mprovement. 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 four important characteristics that distinguish us from our competitors.  1. 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.  2. Breadth and Scalability of Delivery Options – We have a wide range of content delivery options, including: the All Access Pass and other 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.  3. Global Capability – We have sales professionals in the United States and Canada who serve clients in the private sector and in government al 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.  4. Transformational Impact and Reach – 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, Customer Loyalty, and Educational improvement. 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, 2016.  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.  On January 20, 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. Beginning with the second quarter of fiscal 2017, the Company’s fiscal quarter ending dates will be November 30, February 28 (or February 29 in leap years), and May 31, rather than on February 25, 2017 and May 27, 2017 as previously announced for the end of the second and third quarters of fiscal 2017. The Company’s fiscal year end will remain unchanged at August 31 of each year.  The results of operations for the quarter and two quarters ended February 2 8 , 201 7 are not necessarily indicative of results expected for the entire fiscal year ending August 31, 2017, or for any future periods.  Fair Value of Financial Instruments and NinetyFive 5 Earn Out Payments  At February 2 8 , 201 7 , the carrying value of our financial instruments approximated their fair values. The fair value of the contingent earn out payment liability from the acquisition of Ninety-Five 5, LLC (NinetyFive 5) in a prior period is considered a “level 3” measurement because we estimate projected earnings during the measurement period utilizing various potential pay-out scenarios. There have been no significant changes in our valuation process from the disclosures as of August 31, 2016. The fair value of this liability was reduced to zero at February 28, 2017, based on the projected earnings of the Sales Performance practice during the remainder of the measurement period. For the quarter ended February 28, 2017, we reversed $0.9 million of expense related to the expected earn out obligation compared with $1.2 million of additional expense in the second quarter of fiscal 2016. We reversed a total of $1.9 million of expense during the two quarters ended February 28, 2017, compared with $1.6 million of additional expense in the first half of the prior year. Adjustments to the fair value of the contingent earn out liability are included in selling, general, and administrative expense in the accompanying condensed consolidated statements of operations.  Accounting Pronouncements Issued Not Yet Adopted  On May 28, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers . 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 new standard replaces numerous individual, industry-specific revenue rules found in U.S. generally accepted accounting principles and is required to be adopted in fiscal years beginning after December 15, 2017 and for interim periods therein. The new standard may be applied using the “full retrospective” or “modified retrospective” approach. We are currently in the process of evaluating our various revenue streams to determine the impact of adopting ASU No. 2014-09. 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 impacted by the new standard. As of February 28, 2017, we have not yet determined the method of adoption nor the full impact that ASU No. 201 4 -0 9 will have on our reported revenue or results of operations.  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, 2017, we have not yet determined the full impact that ASU No. 201 6 - 1 0 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, 2017, we have not yet determined the full impact that the adoption of ASU 2016-02 will have on our financial statements.  In March 2016, the FASB issued 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. ASU 2016-09 is effective for public companies’ annual periods, including interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted subject to certain requirements, and the method of application (i.e., retrospective, modified retrospective or prospective) depends on the transaction area that is being amended. Following adoption, the primary impact on our consolidated financial statements will be the recognition of excess tax benefits in the provision for income taxes rather than additional paid-in capital, which will likely result in increased volatility in the reported amounts of income tax expense and net income. As of February 28, 2017, we have not completed our evaluation of the impact of ASU 2016-09 on our results of operations or cash flows.  In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other: Simplifying the Test for Goodwill Impairment . This guidance simplifies the subsequent measurement of goodwill and eliminates the two-step goodwill impairment test. Under the new guidance, an annual or interim goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount, and an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and two-step goodwill impairment test. The ASU is effective prospectively for fiscal years and interim periods within those years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. As of February 28, 2017, we have not completed our evaluation of the provisions of ASU 2017-04 and its impact on our consolidated financial statements. 

Inventories

Inventories	6 Months Ended
	Feb. 28, 2017
Inventories [Abstract]
Inventories	NOTE 2 – INVENTORIES  Inventories are stated at the lower of cost or market, cost being determined using the first-in, first-out method, and were comprised of the following (in thousands):    February 28, August 31,  2017 2016  Finished goods $ 4,763 $ 5,002  Raw materials 15 40  $ 4,778 $ 5,042 

Term Loans Payable

Term Loans Payable	6 Months Ended
	Feb. 28, 2017
Term Loans Payable [Abstract]
Term Loans Payable	  NOTE 3 – TERM LOANS PAYABLE  On September 1, 2016, we obtained a $5.0 million term loan (the Term Loan) from the lender on our amended and restated secured credit agreement (the Secured Credit Agreement). Consistent with a $15.0 million term loan obtained in fiscal 2016, this Term Loan has an effective interest rate of LIBOR plus 1.85% per annum. Interest is payable monthly and principal payments of $312,500 are due and payable on the first day of each January, April, July, and October until August 2019. The remaining $1.25 million of principal due at the Term Loan maturity date may be repaid or converted into another term loan. The proceeds from the Term Loan may be used for general corporate purposes and the Term Loan may be repaid sooner than August 2019 at our discretion. Principal payments through the remainder of fiscal 2017 and by fiscal year through the maturity dates of our term loans payable are as follows (in thousands):     YEAR ENDING AUGUST 31, Amount  2017 $ 2,500  2018 5,000  2019 9,063  $ 16,563  The terms of our Secured Credit Agreement state that each additional term loan we obtain reduces the amount available to borrow on the revolving line of credit facility. Accordingly, at February 28, 2017, we may borrow up to $35.0 million on our revolving line of credit.  On February 28, 2017, we entered into the Sixth Modification Agreement to our Secured Credit Agreement. The primary purpose of the Sixth Modification Agreement is to adjust the definition of the fixed charge coverage ratio to include 85% of the change in our deferred revenue during the measurement period in calculated earnings before interest, taxes, depreciation, amortization, and rent expense (EBITDAR). The Sixth Modification Agreement is designed to accommodate the changes in our financial statements and business operations resulting from the introduction of the All Access Pass and the deferral of significant amounts of revenue over the lives of the underlying contracts.

Contract Termination Costs

Contract Termination Costs	6 Months Ended
	Feb. 28, 2017
Contract Termination Costs [Abstract]
Contract Termination Costs	NOTE 4 – CONTRACT TERMINATION COSTS  We entered into a new 10 -year license agreement for Education practice content in a foreign country, with minimum required royalties payable to us totaling $16.3 million (at current exchange rates) over the life of the arrangement. Under a previously existing profit-sharing agreement, we would have been obligated to pay one -third of the new minimum royalty stream, or $5.4 million, plus one-third of any royalties in excess of the contractual minimums to the licensee that owns the rights for that country. For a $1.5 million payment, we terminated the previously existing profit-sharing agreement and we will not owe any further payments to the international licensee. Based on the guidance for contract termination costs, we expensed the $1.5 million payment during the quarter.  

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Feb. 28, 2017
Stock-Based Compensation [Abstract]
Stock-Based Compensation	NOTE 5 – 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 27, February 28, February 27,  2017 2016 2017 2016  Performance awards $ 1,391 $ 966 $ 2,469 $ 1,591  Unvested share awards 125 113 237 225  Employee stock purchase plan 33 32 56 58  Fully-vested share awards 15 - 15 -  $ 1,564 $ 1,111 $ 2,777 $ 1,874  During the quarter and two quarters ended February 28, 2017, we issued 124,304 shares and 137,843 shares, respectively, of our common stock to employees for stock-based compensation awards. The following is a description of the developments in our stock-based compensation plans during the quarter ended February 28, 2017.  Performance Awards  On October 18, 2016, the Organization and Compensation Committee (the Compensation Committee) of the Board of Directors granted new performance-based awards for our executive officers and members of senior management. A total of 183,381 shares may be earned by the participants based on six individual vesting conditions that are divided into two performance measures, trailing four-quarter adjusted earnings before interest, taxes, depreciation, and amortization (Adjusted EBITDA) and trailing four-quarter gross All Access Pass (AAP) sales as shown below.      Adjusted EBITDA Gross AAP Sales  Award Award  Goal Number of Tranche Goal Number of Tranche  (thousands) Shares Status (thousands) Shares Status  $ 36,672 42,789 not vested $ 30,052 18,338 target achieved  41,806 42,789 not vested 35,419 18,338 target achieved  47,658 42,789 not vested 40,758 18,338 not vested  128,367 55,014  The fiscal 2017 long-term performance awards have a maximum life of six years and compensation expense is recognized as we determine it is probable that the shares will vest. Adjustments to compensation expense to reflect the timing of and the number of shares expected to be awarded will be made on a cumulative basis at the date of the adjustment. During the quarter ended February 28, 2017, the award targets were achieved for the first two gross AAP sales tranches. Subject to Compensation Committee approval, these tranches award a total of 36,676 shares of common stock to the participants. These shares are expected to be distributed during the third quarter of fiscal 2017.  In fiscal 2016, we introduced the All Access Pass, which allows our clients to access our intellectual property through an electronic portal. Based on guidance for multiple-element revenue arrangements, we defer a significant portion of AAP sales over the life of the client’s contract. Accordingly, sales of the All Access Pass have significantly impacted our financial results since the second quarter of fiscal 2016. On October 18, 2016, the Compensation Committee approved a modification to the fiscal 2012 through fiscal 2016 performance awards to include the change in deferred revenue, less certain costs, in Adjusted EBITDA in the vesting calculations. Our share price on October 18, 2016 was less than the share prices used to recognize stock-based compensation expense on the fiscal 2012 through fiscal 2016 performance awards and no incremental stock-based compensation expense was recognized from this modification.  Compensation expense recognized during the quarter and two quarters ended February 28, 2017, 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 2017 award, each eligible director received a whole-share grant equal to $75,000 with a one -year vesting period. Our unvested share activity during the two quarters ended February 28, 2017 consisted of the following:     Weighted-Average  Grant Date  Number of Fair Value  Shares Per Share  Unvested stock awards at  August 31, 2016 25,032 $ 17.98  Granted 29,834 17.60  Forfeited - -  Vested (25,032) 17.98  Unvested stock awards at  February 28, 2017 29,834 $ 17.60  At February 28, 2017 , there was approximately $0.4 million of unrecognized compensation expense associated with the fiscal 2017 Board of Director unvested share award.  Stock Options  Stock option activity for the two quarters ended February 28, 2017 was as follows:     Weighted  Avg. Exercise  Number of Price Per  Stock Options Share  Outstanding at August 31, 2016 631,250 $ 11.41  Granted - -  Exercised (62,500) 9.00  Forfeited - -   Outstanding at February 28, 2017 568,750 $ 11.67   Options vested and exercisable at  February 28, 2017 568,750 $ 11.67  During the quarter ended February 28, 2017, our Chief Executive Officer (CEO) exercised 62,500 options on a “net” basis and received 30,079 shares of the Company’s common stock with an aggregate intrinsic value of $0.5 million. The shares received by the CEO were reduced by 10,021 shares, which were withheld for minimum statutory taxes.  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, 2017, we issued 7,238 shares and 18,281 shares of our common stock to participants in the ESPP.

Earnings Per Share

Earnings Per Share	6 Months Ended
	Feb. 28, 2017
Earnings Per Share [Abstract]
Earnings Per Share	  NOTE 6 – EARNINGS PER SHARE  The following is a reconciliation from basic earnings per share (EPS) to diluted EPS (in thousands, except per-share amounts).     Quarter Ended Two Quarters Ended  February 28, February 27, February 28, February 27,  2017 2016 2017 2016  Numerator for basic and  diluted earnings per share:  Net income (loss) $ (3,333) $ (448) $ (7,291) $ 342   Denominator for basic and  diluted earnings per share:  Basic weighted average shares  outstanding 13,825 15,299 13,808 15,758  Effect of dilutive securities:  Stock options and other  stock-based awards - - - 145  Diluted weighted average  shares outstanding 13,825 15,299 13,808 15,903   EPS Calculations:  Net income (loss) per share:  Basic and diluted $ (0.24) $ (0.03) $ (0.53) $ 0.02  Since we incurred a net loss for the quarter and two quarters ended February 28, 2017, no potentially dilutive securities are included in the calculation of diluted earnings 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, 2017 would have been approximately 200,000 shares. Other securities, including performance stock-based compensation instru ments, may have a dilutive effect upon our EPS calculation in future periods if we achieve specified targets.

Segment Information

Segment Information	6 Months Ended
	Feb. 28, 2017
Segment Information [Abstract]
Segment Information	  NOTE 7 – SEGMENT INFORMATION  Our sales are primarily comprised of training and consulting services, and related products. Our internal reporting structure i s comprised of four operating divisions and a corporate services group. The operating divisions were determined to be reportable segments under the applicable accounting guidance. The following is a brief description of our reportable segments:  · Direct Offices – This division includes our sales personnel that serve the United States and Canada; our international sales offices located in Japan, China, the United Kingdom, and Australia; and our public program operations.  · Strategic Markets – This division includes our Government Services office, Global 50 group (focused on sales to large multinational organizations), Sales Performance practice, and our Customer Loyalty practice.  · Education Practice – This division includes our domestic and international Education practice operations, which are focused on sales to educational institutions.  · International Licensees – This division is primarily comprised of our international licensees’ royalty revenues.  · Corporate and Other – Our corporate and other information includes leasing operations, shipping and handling revenues, book and audio sales, and certain corporate administrative expenses.  We determined that the Company’s chief operating decision maker is the CEO, and the primary measurement tool used in business unit performance analysis is Adjusted EBITDA, which may not be calculated as similarly titled amounts disclosed by other companies. For reporting purposes, our consolidated Adjusted EBITDA can be calculated as our income or loss from operations excluding stock-based compensation, restructuring charges, depreciation expense, amortization expense, and certain other charges such as impaired asset charges and adjustments for changes in the fair value of contingent earn out liabilities from previous business acquisitions.  Our operations are not capital intensive and we do not own any manufacturing facilities or equipment. Accordingly, we do not allocate assets to the divisions 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, 2017 Customers Gross Profit EBITDA   Direct offices $ 23,412 $ 16,517 $ 1,618  Strategic markets 6,002 3,827 (181)  Education practice 7,848 4,408 (848)  International licensees 2,937 2,262 1,335  Total 40,199 27,014 1,924  Corporate and eliminations 1,997 1,017 (2,291)  Consolidated $ 42,196 $ 28,031 $ (367)   Quarter Ended  February 27, 2016   Direct offices $ 24,564 $ 17,802 $ 4,461  Strategic markets 7,551 4,838 1,289  Education practice 6,835 3,170 (1,022)  International licensees 3,850 2,848 1,792  Total 42,800 28,658 6,520  Corporate and eliminations 2,469 1,196 (2,114)  Consolidated $ 45,269 $ 29,854 $ 4,406   Two Quarters Ended  February 28, 2017   Direct offices $ 44,659 $ 30,640 $ 1,022  Strategic markets 10,762 6,379 (1,364)  Education practice 16,591 9,432 (842)  International licensees 6,370 4,914 2,643  Total 78,382 51,365 1,459  Corporate and eliminations 3,601 1,975 (4,645)  Consolidated $ 81,983 $ 53,340 $ (3,186)   Two Quarters Ended  February 27, 2016   Direct offices $ 48,214 $ 34,371 $ 7,130  Strategic markets 14,747 9,347 2,139  Education practice 15,004 7,835 (709)  International licensees 8,369 6,305 4,129  Total 86,334 57,858 12,689  Corporate and eliminations 4,152 2,067 (3,809)  Consolidated $ 90,486 $ 59,925 $ 8,880  A reconciliation of our consolidated Adjusted EBITDA to consolidated net income (loss) is provided below (in thousands).     Quarter Ended Two Quarters Ended  February 28, February 27, February 28, February 27,  2017 2016 2017 2016  Enterprise Adjusted EBITDA $ 1,924 $ 6,520 $ 1,459 $ 12,689  Corporate expenses (2,291) (2,114) (4,645) (3,809)  Consolidated Adjusted EBITDA (367) 4,406 (3,186) 8,880  Stock-based compensation expense (1,564) (1,111) (2,777) (1,874)  Contract termination costs (1,500) - (1,500) -  Reduction (increase) to contingent  earn out liability 924 (1,238) 1,936 (1,368)  Restructuring costs - (376) - (376)  China office start-up costs (26) - (505) -  Other expenses (306) (139) (593) (139)  Depreciation (928) (894) (1,794) (1,806)  Amortization (721) (909) (1,443) (1,819)  Income (loss) from operations (4,488) (261) (9,862) 1,498  Interest income 109 83 225 161  Interest expense (623) (552) (1,244) (1,093)  Income (loss) before income taxes (5,002) (730) (10,881) 566  Income tax benefit (provision) 1,669 282 3,590 (224)  Net income (loss) $ (3,333) $ (448) $ (7,291) $ 342 

Investment In FC Organizational

Investment In FC Organizational Products	6 Months Ended
	Feb. 28, 2017
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 expanding the sales of 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. Our voting rights and management board representation approximate our ownership interest and we are unable to exercise control through voting interests or through other means.  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, 2017.  Our primary exposure related to FCOP is from amounts owed to us by FCOP. We receive reimbursement from FCOP for certain operating costs and rental payments for the office space that FCOP occupies.  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, 2017, we had $3.0 million (net of $0.7 million discount) receivable from FCOP, compared with $ 3.2 million (net of $0.8 million discount) receivable at August 31, 2016. These receivables are classified as components of current and long-term assets in our condensed consolidated balance sheets based on expected payment dates. The long-term receivables have been discounted using a rate of 15 percent.  During the quarter ended February 28, 2017, we received $0.7 million of cash from FCOP. Subsequent to February 28, 2017, we received an additional $1.4 million of cash from FCOP. 

Basis Of Presentation (Policy)

Basis Of Presentation (Policy)	6 Months Ended
	Feb. 28, 2017
Basis Of Presentation [Abstract]
General	General  Franklin Covey Co. (hereafter referred to as us, we, our, or the Company) is a global company focused on 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. Our expertise extends to seven crucial areas: Leadership, Execution, Productivity, Trust, Sales Performance, Customer Loyalty, and Educational i mprovement. 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 four important characteristics that distinguish us from our competitors.  1. 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.  2. Breadth and Scalability of Delivery Options – We have a wide range of content delivery options, including: the All Access Pass and other 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.  3. Global Capability – We have sales professionals in the United States and Canada who serve clients in the private sector and in government al 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.  4. Transformational Impact and Reach – 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, Customer Loyalty, and Educational improvement. 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, 2016.  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.  On January 20, 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. Beginning with the second quarter of fiscal 2017, the Company’s fiscal quarter ending dates will be November 30, February 28 (or February 29 in leap years), and May 31, rather than on February 25, 2017 and May 27, 2017 as previously announced for the end of the second and third quarters of fiscal 2017. The Company’s fiscal year end will remain unchanged at August 31 of each year.  The results of operations for the quarter and two quarters ended February 2 8 , 201 7 are not necessarily indicative of results expected for the entire fiscal year ending August 31, 2017, or for any future periods.
Fair Value Of Financial Instruments And NinetyFive 5 Earn Out Payments	Fair Value of Financial Instruments and NinetyFive 5 Earn Out Payments  At February 2 8 , 201 7 , the carrying value of our financial instruments approximated their fair values. The fair value of the contingent earn out payment liability from the acquisition of Ninety-Five 5, LLC (NinetyFive 5) in a prior period is considered a “level 3” measurement because we estimate projected earnings during the measurement period utilizing various potential pay-out scenarios. There have been no significant changes in our valuation process from the disclosures as of August 31, 2016. The fair value of this liability was reduced to zero at February 28, 2017, based on the projected earnings of the Sales Performance practice during the remainder of the measurement period. For the quarter ended February 28, 2017, we reversed $0.9 million of expense related to the expected earn out obligation compared with $1.2 million of additional expense in the second quarter of fiscal 2016. We reversed a total of $1.9 million of expense during the two quarters ended February 28, 2017, compared with $1.6 million of additional expense in the first half of the prior year. Adjustments to the fair value of the contingent earn out liability are included in selling, general, and administrative expense in the accompanying condensed consolidated statements of operations.
Accounting Pronouncements Issued Not Yet Adopted	Accounting Pronouncements Issued Not Yet Adopted  On May 28, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers . 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 new standard replaces numerous individual, industry-specific revenue rules found in U.S. generally accepted accounting principles and is required to be adopted in fiscal years beginning after December 15, 2017 and for interim periods therein. The new standard may be applied using the “full retrospective” or “modified retrospective” approach. We are currently in the process of evaluating our various revenue streams to determine the impact of adopting ASU No. 2014-09. 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 impacted by the new standard. As of February 28, 2017, we have not yet determined the method of adoption nor the full impact that ASU No. 201 4 -0 9 will have on our reported revenue or results of operations.  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, 2017, we have not yet determined the full impact that ASU No. 201 6 - 1 0 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, 2017, we have not yet determined the full impact that the adoption of ASU 2016-02 will have on our financial statements.  In March 2016, the FASB issued 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. ASU 2016-09 is effective for public companies’ annual periods, including interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted subject to certain requirements, and the method of application (i.e., retrospective, modified retrospective or prospective) depends on the transaction area that is being amended. Following adoption, the primary impact on our consolidated financial statements will be the recognition of excess tax benefits in the provision for income taxes rather than additional paid-in capital, which will likely result in increased volatility in the reported amounts of income tax expense and net income. As of February 28, 2017, we have not completed our evaluation of the impact of ASU 2016-09 on our results of operations or cash flows.  In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other: Simplifying the Test for Goodwill Impairment . This guidance simplifies the subsequent measurement of goodwill and eliminates the two-step goodwill impairment test. Under the new guidance, an annual or interim goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount, and an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and two-step goodwill impairment test. The ASU is effective prospectively for fiscal years and interim periods within those years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. As of February 28, 2017, we have not completed our evaluation of the provisions of ASU 2017-04 and its impact on our consolidated financial statements.

Inventories (Tables)

Inventories (Tables)	6 Months Ended
	Feb. 28, 2017
Inventories [Abstract]
Components Of Inventories	   February 28, August 31,  2017 2016  Finished goods $ 4,763 $ 5,002  Raw materials 15 40  $ 4,778 $ 5,042 

Term Loans Payable (Tables)

Term Loans Payable (Tables)	6 Months Ended
	Feb. 28, 2017
Term Loans Payable [Abstract]
Principal Payments By Fiscal Year	   YEAR ENDING AUGUST 31, Amount  2017 $ 2,500  2018 5,000  2019 9,063  $ 16,563 

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
	Feb. 28, 2017
Stock-Based Compensation [Abstract]
Total Cost Of Share-Based Compensation	   Quarter Ended Two Quarters Ended  February 28, February 27, February 28, February 27,  2017 2016 2017 2016  Performance awards $ 1,391 $ 966 $ 2,469 $ 1,591  Unvested share awards 125 113 237 225  Employee stock purchase plan 33 32 56 58  Fully-vested share awards 15 - 15 -  $ 1,564 $ 1,111 $ 2,777 $ 1,874 
Schedule Of Executive Awards	   Adjusted EBITDA Gross AAP Sales  Award Award  Goal Number of Tranche Goal Number of Tranche  (thousands) Shares Status (thousands) Shares Status  $ 36,672 42,789 not vested $ 30,052 18,338 target achieved  41,806 42,789 not vested 35,419 18,338 target achieved  47,658 42,789 not vested 40,758 18,338 not vested  128,367 55,014 
Unvested Stock Awards	   Weighted-Average  Grant Date  Number of Fair Value  Shares Per Share  Unvested stock awards at  August 31, 2016 25,032 $ 17.98  Granted 29,834 17.60  Forfeited - -  Vested (25,032) 17.98  Unvested stock awards at  February 28, 2017 29,834 $ 17.60  
Stock Option Activity	   Weighted  Avg. Exercise  Number of Price Per  Stock Options Share  Outstanding at August 31, 2016 631,250 $ 11.41  Granted - -  Exercised (62,500) 9.00  Forfeited - -   Outstanding at February 28, 2017 568,750 $ 11.67   Options vested and exercisable at  February 28, 2017 568,750 $ 11.67 

Earnings Per Share (Tables)

Earnings Per Share (Tables)	6 Months Ended
	Feb. 28, 2017
Earnings Per Share [Abstract]
Computation Of EPS	   Quarter Ended Two Quarters Ended  February 28, February 27, February 28, February 27,  2017 2016 2017 2016  Numerator for basic and  diluted earnings per share:  Net income (loss) $ (3,333) $ (448) $ (7,291) $ 342   Denominator for basic and  diluted earnings per share:  Basic weighted average shares  outstanding 13,825 15,299 13,808 15,758  Effect of dilutive securities:  Stock options and other  stock-based awards - - - 145  Diluted weighted average  shares outstanding 13,825 15,299 13,808 15,903   EPS Calculations:  Net income (loss) per share:  Basic and diluted $ (0.24) $ (0.03) $ (0.53) $ 0.02 

Segment Information (Tables)

Segment Information (Tables)	6 Months Ended
	Feb. 28, 2017
Segment Information [Abstract]
Schedule Of Segment Operations	   Sales to  Quarter Ended External Adjusted  February 28, 2017 Customers Gross Profit EBITDA   Direct offices $ 23,412 $ 16,517 $ 1,618  Strategic markets 6,002 3,827 (181)  Education practice 7,848 4,408 (848)  International licensees 2,937 2,262 1,335  Total 40,199 27,014 1,924  Corporate and eliminations 1,997 1,017 (2,291)  Consolidated $ 42,196 $ 28,031 $ (367)   Quarter Ended  February 27, 2016   Direct offices $ 24,564 $ 17,802 $ 4,461  Strategic markets 7,551 4,838 1,289  Education practice 6,835 3,170 (1,022)  International licensees 3,850 2,848 1,792  Total 42,800 28,658 6,520  Corporate and eliminations 2,469 1,196 (2,114)  Consolidated $ 45,269 $ 29,854 $ 4,406   Two Quarters Ended  February 28, 2017   Direct offices $ 44,659 $ 30,640 $ 1,022  Strategic markets 10,762 6,379 (1,364)  Education practice 16,591 9,432 (842)  International licensees 6,370 4,914 2,643  Total 78,382 51,365 1,459  Corporate and eliminations 3,601 1,975 (4,645)  Consolidated $ 81,983 $ 53,340 $ (3,186)   Two Quarters Ended  February 27, 2016   Direct offices $ 48,214 $ 34,371 $ 7,130  Strategic markets 14,747 9,347 2,139  Education practice 15,004 7,835 (709)  International licensees 8,369 6,305 4,129  Total 86,334 57,858 12,689  Corporate and eliminations 4,152 2,067 (3,809)  Consolidated $ 90,486 $ 59,925 $ 8,880 
Reconciliation Of Adjusted EBITDA	   Quarter Ended Two Quarters Ended  February 28, February 27, February 28, February 27,  2017 2016 2017 2016  Enterprise Adjusted EBITDA $ 1,924 $ 6,520 $ 1,459 $ 12,689  Corporate expenses (2,291) (2,114) (4,645) (3,809)  Consolidated Adjusted EBITDA (367) 4,406 (3,186) 8,880  Stock-based compensation expense (1,564) (1,111) (2,777) (1,874)  Contract termination costs (1,500) - (1,500) -  Reduction (increase) to contingent  earn out liability 924 (1,238) 1,936 (1,368)  Restructuring costs - (376) - (376)  China office start-up costs (26) - (505) -  Other expenses (306) (139) (593) (139)  Depreciation (928) (894) (1,794) (1,806)  Amortization (721) (909) (1,443) (1,819)  Income (loss) from operations (4,488) (261) (9,862) 1,498  Interest income 109 83 225 161  Interest expense (623) (552) (1,244) (1,093)  Income (loss) before income taxes (5,002) (730) (10,881) 566  Income tax benefit (provision) 1,669 282 3,590 (224)  Net income (loss) $ (3,333) $ (448) $ (7,291) $ 342 

Basis Of Presentation (Narrativ

Basis Of Presentation (Narrative) (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Feb. 28, 2017USD ($)country	Feb. 27, 2016USD ($)	Feb. 28, 2017USD ($)countryitem	Feb. 27, 2016USD ($)
Basis Of Presentation [Abstract]
Number of areas of expertise | item			7
Number of important distinguishing characteristics from competitors | item			4
Number of countries in which entity operates | country	150		150
Fair value of other long-term liabilities | $	$ 0		$ 0
Increase (decrease) in business combination contingent consideration liability | $	$ (900)	$ 1,200	$ (1,900)	$ 1,600

Inventories (Components Of Inve

Inventories (Components Of Inventories) (Details) - USD ($) $ in Thousands	Feb. 28, 2017	Aug. 31, 2016
Inventories [Abstract]
Finished goods	$ 4,763	$ 5,002
Raw materials	15	40
Inventories	$ 4,778	$ 5,042

Term Loans Payable (Narrative)

Term Loans Payable (Narrative) (Details) - USD ($)	12 Months Ended
	Aug. 31, 2016	Feb. 28, 2017	Sep. 01, 2016
Sixth Modification Agreement [Member]
Debt Instrument [Line Items]
Fixed charge coverage ratio		85.00%
Revolving Line Of Credit [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 35,000,000
Term Loan [Member]
Debt Instrument [Line Items]
Loan amount	$ 15,000,000		$ 5,000,000
Percentage added to LIBOR rate	1.85%
Principal payment	$ 312,500
Remaining principal amount that may be repaid or converted	$ 1,250,000

Term Loans Payable (Principal P

Term Loans Payable (Principal Payments By Fiscal Year) (Details) - Term Loan [Member] $ in Thousands	Feb. 28, 2017USD ($)
Debt Instrument [Line Items]
2,017	$ 2,500
2,018	5,000
2,019	9,063
Total	$ 16,563

Contract Termination Costs (Nar

Contract Termination Costs (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Feb. 28, 2017	Feb. 28, 2017
Contract Termination Costs [Abstract]
Contract termination costs	$ 1,500	$ 1,500
License agreement period	10 years
Sub-licensee and minimum royalty payments	$ 16,300
Royalty ratio	33.00%
Royalty payments	$ 5,400
Profit sharing agreement, termination payment		$ 1,500

Stock-Based Compensation (Narra

Stock-Based Compensation (Narrative) (Details)	Oct. 18, 2016itemshares	Feb. 28, 2017USD ($)$ / sharesshares	Feb. 27, 2016USD ($)	Feb. 28, 2017USD ($)$ / sharesshares	Feb. 27, 2016USD ($)	Aug. 31, 2016$ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total shares awarded				55,014
Stock-based compensation expense | $		$ 1,564,000	$ 1,111,000	$ 2,777,000	$ 1,874,000
Shares issued under terms of the award		124,304		137,843
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price | $ / shares		$ 11.67		$ 11.67		$ 11.41
Stock options exercised				62,500
Stock Options [Member] | Chief Executive Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options exercised		62,500
Stock Options [Member] | Common Stock [Member] | Chief Executive Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares received from exercised options		30,079
Aggregate intrinsic value | $		$ 500,000
Number of shares reduced, withheld for minimum statutory taxes		10,021
Performance Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
New shares granted	183,381
Stock-based incremental compensation expense from plan modification | $				$ 0
Number of individual vesting conditions | item	6
Number of performance measures | item	2
Stock-based compensation expense | $		$ 1,391,000	966,000	2,469,000	1,591,000
Performance Awards [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Life of awards	6 years
Unvested Share Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense | $		125,000	113,000	237,000	225,000
Unvested Share Awards [Member] | Director [Member] | Fiscal 2017 Award [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Whole-share grant per eligible director | $				$ 75,000
Vesting period of awards				1 year
Unvested Share Awards [Member] | Board of Directors [Member] | Fiscal 2017 Award [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense | $		400,000		$ 400,000
Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense | $		$ 33,000	$ 32,000	$ 56,000	$ 58,000
Price of common stock as a percent of the average fair market value				85.00%
Shares issued to employee stock purchase plan participants		7,238		18,281
Tranche One and Two [Member] | Performance Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total shares awarded		36,676

Stock-Based Compensation (Total

Stock-Based Compensation (Total Cost Of Share-Based Compensation) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Feb. 28, 2017	Feb. 27, 2016	Feb. 28, 2017	Feb. 27, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost	$ 1,564	$ 1,111	$ 2,777	$ 1,874
Performance Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost	1,391	966	2,469	1,591
Unvested Share Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost	125	113	237	225
Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost	33	$ 32	56	$ 58
Fully-Vested Stock Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost	$ 15		$ 15

Stock-Based Compensation (Sched

Stock-Based Compensation (Schedule Of Executive Awards) (Details) $ in Thousands	6 Months Ended
	Feb. 28, 2017USD ($)shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Adjusted EBITDA, Number of Shares	128,367
Gross AAP Sales, Number of Shares	55,014
Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Adjusted EBITDA, Award Goal | $	$ 36,672
Adjusted EBITDA, Number of Shares	42,789
Adjusted EBITDA, Tranche Status	not vested
Gross AAP Sales, Award Goal | $	$ 30,052
Gross AAP Sales, Number of Shares	18,338
Gross AAP Sales, Tranche Status	target achieved
Tranche Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Adjusted EBITDA, Award Goal | $	$ 41,806
Adjusted EBITDA, Number of Shares	42,789
Adjusted EBITDA, Tranche Status	not vested
Gross AAP Sales, Award Goal | $	$ 35,419
Gross AAP Sales, Number of Shares	18,338
Gross AAP Sales, Tranche Status	target achieved
Tranche Three [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Adjusted EBITDA, Award Goal | $	$ 47,658
Adjusted EBITDA, Number of Shares	42,789
Adjusted EBITDA, Tranche Status	not vested
Gross AAP Sales, Award Goal | $	$ 40,758
Gross AAP Sales, Number of Shares	18,338
Gross AAP Sales, Tranche Status	not vested

Stock-Based Compensation (Unves

Stock-Based Compensation (Unvested Stock Awards) (Details) - Unvested Share Awards [Member]	6 Months Ended
	Feb. 28, 2017$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested stock awards at August 31, 2016, Number of Shares | shares	25,032
Granted, Number of Shares | shares	29,834
Forfeited, Number of Shares | shares
Vested, Number of Shares | shares	(25,032)
Unvested stock awards at February 28, 2017, Number of Shares | shares	29,834
Unvested stock awards at August 31, 2016, Weighted-Average Grant Date Fair Value Per Share | $ / shares	$ 17.98
Granted, Weighted-Average Grant Date Fair Value Per Share | $ / shares	17.60
Forfeited, Weighted-Average Grant Date Fair Value Per Share | $ / shares
Vested, Weighted-Average Grant Date Fair Value Per Share | $ / shares	17.98
Unvested stock awards at February 28, 2017, Weighted-Average Grant Date Fair Value Per Share | $ / shares	$ 17.60

Stock-Based Compensation (Stock

Stock-Based Compensation (Stock Option Activity) (Details) - Stock Options [Member] - $ / shares	6 Months Ended
	Feb. 28, 2017
Number of Stock Options, Outstanding at August 31, 2016	631,250
Number of Stock Options, Granted
Number of Stock Options, Exercised	(62,500)
Number of Stock Options, Forfeited
Number of Stock Options, Outstanding at February 28, 2017	568,750
Number of Stock Options, Options vested and exercisable at February 28, 2017	568,750
Weighted Average Exercise Price Per Share, Outstanding at August 31, 2016	$ 11.41
Weighted Average Exercise Price Per Share, Granted
Weighted Average Exercise Price Per Share, Exercised	9
Weighted Average Exercise Price Per Share, Forfeited
Weighted Average Exercise Price Per Share, Outstanding at February 28, 2017	11.67
Weighted Average Exercise Price Per Share, Options vested and exercisable at February 28, 2017	$ 11.67

Earnings Per Share (Narrative)

Earnings Per Share (Narrative) (Details)	3 Months Ended	6 Months Ended
	Feb. 28, 2017securityshares	Feb. 28, 2017security
Earnings Per Share [Abstract]
Dilutive securities are included in the calculation of diluted earnings per share | security	0	0
Dilutive shares not included in the computation of diluted EPS | shares	200,000

Earnings Per Share (Computation

Earnings Per Share (Computation Of EPS) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Feb. 28, 2017	Feb. 27, 2016	Feb. 28, 2017	Feb. 27, 2016
Numerator for basic and diluted earnings per share:
Net income (loss)	$ (3,333)	$ (448)	$ (7,291)	$ 342
Denominator for basic and diluted earnings per share:
Basic weighted average shares outstanding	13,825	15,299	13,808	15,758
Effect of dilutive securities:
Stock options and other stock-based awards				145
Diluted weighted average shares outstanding	13,825	15,299	13,808	15,903
EPS Calculations:
Net income (loss) per share: Basic and diluted	$ (0.24)	$ (0.03)	$ (0.53)	$ 0.02

Segment Information (Narrative)

Segment Information (Narrative) (Details)	6 Months Ended
	Feb. 28, 2017item
Segment Information [Abstract]
Number of operating divisions	4

Segment Information (Schedule O

Segment Information (Schedule Of Segment Operations) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Feb. 28, 2017	Feb. 27, 2016	Feb. 28, 2017	Feb. 27, 2016
Segment Reporting Information [Line Items]
Sales to external customers	$ 42,196	$ 45,269	$ 81,983	$ 90,486
Gross profit	28,031	29,854	53,340	59,925
Adjusted EBITDA	(367)	4,406	(3,186)	8,880
Operating Segments [Member]
Segment Reporting Information [Line Items]
Sales to external customers	40,199	42,800	78,382	86,334
Gross profit	27,014	28,658	51,365	57,858
Adjusted EBITDA	1,924	6,520	1,459	12,689
Operating Segments [Member] | Direct Offices [Member]
Segment Reporting Information [Line Items]
Sales to external customers	23,412	24,564	44,659	48,214
Gross profit	16,517	17,802	30,640	34,371
Adjusted EBITDA	1,618	4,461	1,022	7,130
Operating Segments [Member] | Strategic Markets [Member]
Segment Reporting Information [Line Items]
Sales to external customers	6,002	7,551	10,762	14,747
Gross profit	3,827	4,838	6,379	9,347
Adjusted EBITDA	(181)	1,289	(1,364)	2,139
Operating Segments [Member] | Education Practice [Member]
Segment Reporting Information [Line Items]
Sales to external customers	7,848	6,835	16,591	15,004
Gross profit	4,408	3,170	9,432	7,835
Adjusted EBITDA	(848)	(1,022)	(842)	(709)
Operating Segments [Member] | International Licensees [Member]
Segment Reporting Information [Line Items]
Sales to external customers	2,937	3,850	6,370	8,369
Gross profit	2,262	2,848	4,914	6,305
Adjusted EBITDA	1,335	1,792	2,643	4,129
Corporate And Eliminations [Member]
Segment Reporting Information [Line Items]
Sales to external customers	1,997	2,469	3,601	4,152
Gross profit	1,017	1,196	1,975	2,067
Adjusted EBITDA	$ (2,291)	$ (2,114)	$ (4,645)	$ (3,809)

Segment Information (Reconcilia

Segment Information (Reconciliation Of Adjusted EBITDA) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Feb. 28, 2017	Feb. 27, 2016	Feb. 28, 2017	Feb. 27, 2016
Segment Reporting Information [Line Items]
Consolidated Adjusted EBITDA	$ (367)	$ 4,406	$ (3,186)	$ 8,880
Stock-based compensation expense	(1,564)	(1,111)	(2,777)	(1,874)
Contract termination costs	(1,500)		(1,500)
Reduction (increase) to contingent earn out liability	924	(1,238)	1,936	(1,368)
Restructuring costs		(376)		(376)
China office start up costs	(26)		(505)
Other expenses	(306)	(139)	(593)	(139)
Depreciation	(928)	(894)	(1,794)	(1,806)
Amortization	(721)	(909)	(1,443)	(1,819)
Income (loss) from operations	(4,488)	(261)	(9,862)	1,498
Interest income	109	83	225	161
Interest expense	(623)	(552)	(1,244)	(1,093)
Income (loss) before income taxes	(5,002)	(730)	(10,881)	566
Income tax benefit (provision)	1,669	282	3,590	(224)
Net income (loss)	(3,333)	(448)	(7,291)	342
Operating Segments [Member]
Segment Reporting Information [Line Items]
Consolidated Adjusted EBITDA	1,924	6,520	1,459	12,689
Corporate And Eliminations [Member]
Segment Reporting Information [Line Items]
Consolidated Adjusted EBITDA	$ (2,291)	$ (2,114)	$ (4,645)	$ (3,809)

Investment In FC Organization36

Investment In FC Organizational Products (Narrative) (Details) - FC Organizational Products [Member] - USD ($) $ in Millions	1 Months Ended	3 Months Ended	6 Months Ended
	Apr. 06, 2017	Feb. 28, 2017	Feb. 28, 2017	Aug. 31, 2016
Related Party Transaction [Line Items]
Percent ownership interest in related party		19.50%	19.50%
Receivable from related party		$ 3	$ 3	$ 3.2
Discount on receivable from related party		0.7	$ 0.7	$ 0.8
Discount rate on long-term receivable from related party			15.00%
Cash from related parties		$ 0.7
Subsequent Event [Member]
Related Party Transaction [Line Items]
Cash from related parties	$ 1.4